<PAGE>




                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-K

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

   For the fiscal year ended April 30, 1998       Commission file number 1-5838
                             --------------                              ------ 

                                  NCH CORPORATION                         
   ----------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

               DELAWARE                                  75-0457200          
   ----------------------------------------   -------------------------------
   (State or other jurisdiction of            (IRS Employer Identification No.)
   incorporation or organization)
 
        P.O. Box 152170
   2727 Chemsearch Boulevard    
         Irving, Texas                                       75015            
   ----------------------------------------   ---------------------------------
   (Address of principal executive offices)              (Zip Code)
   
   Registrant's telephone number, including area code        (972)438-0211   
                                                        -----------------------

   Securities registered pursuant to Section 12(b) of the Act:
                                           Name of each exchange on
         Title of each class                 which registered
         -------------------                 ----------------

      COMMON STOCK, $1 PAR VALUE           NEW YORK STOCK EXCHANGE     

   Securities registered pursuant to Section 12(g) of the Act:       NONE   
                                                               ----------------

   Indicate by check mark whether the registrant (1) has filed all reports 
   required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
   of 1934 during the preceding 12 months (or for such shorter period that the 
   registrant was required to file such reports), and (2) has been subject to 
   such filing requirements for the past 90 days.  Yes  X  No     
                                                       ---    ---

   Indicate by check mark if disclosure of delinquent filers pursuant to Item 
   405 of Regulation S-K is not contained herein and will not be contained, to 
   the best of registrant's knowledge, in definitive proxy or information 
   statements incorporated by reference in Part III of this Form 10-K or any 
   amendment to this Form 10-K. (X) 

   Indicate the number of shares outstanding of each of the registrant's 
   classes of common stock, as of the latest practicable date:

                                     Approximate Aggregate
                                        Market Value*         Total Shares
                                      of Shares Held by       Outstanding
             Class                     Non-affiliates       at June 26, 1998
   --------------------------          --------------       --------------
   COMMON STOCK, $1 PAR VALUE          $ 169,926,700           5,602,684
   --------------------------          --------------       --------------

   *The approximate aggregate market value of the common stock held by 
   non-affiliates is based on the closing price of these shares on the New 
   York Stock Exchange on June 26, 1998.

                    DOCUMENTS INCORPORATED BY REFERENCE:

   Portions of the Registrant's 1998 Annual Report to the Shareholders and 
   definitive Proxy Statement relating to the Registrant's 1998 Annual 
   Shareholders Meeting are incorporated by reference in Parts II and III of 
   this Form 10-K.

   <PAGE>

                    DOCUMENTS INCORPORATED BY REFERENCE


   Location in Form 10-K                        Incorporated Document

                                 PART II

   Item 5 - Market for the Registrant's         Page 36 of the 1998 
   Common Equity and Related Shareholder        Annual Report.
   Matters.

   Item 6 - Selected Financial Data.            Page 18 of the 1998 
                                                Annual Report.

   Item 7 - Management's Discussion and         Pages 18-21 of the 1998 
   Analysis of Financial Condition and          Annual Report.
   Results of Operations.  

   Item 8 - Financial Statements and            Pages 22-36 of the 1998 
   Supplementary Data.                          Annual Report.


                                 PART III

   Item 10 - Directors and Executive            Pages 2-4 and 10-11 of the 
   Officers of the Registrant.                  Company's Proxy Statement
                                                dated June 22, 1998, in 
                                                connection with its Annual 
                                                Meeting to be held on 
                                                July 23, 1998.

   Item 11 - Executive Compensation.            Pages 4-8 of the Company's
                                                Proxy Statement dated June
                                                22, 1998, in connection with
                                                its Annual Meeting to be held
                                                on July 23, 1998.

   Item 12 - Security Ownership of Certain      Pages 10-11 of the Company's
   Beneficial Owners and Management.            Proxy Statement dated June 22,
                                                1998, in connection with its 
                                                Annual Meeting to be held on 
                                                July 23, 1998.

   Item 13 - Certain Relationships and          Pages 2-3 and 8 of the 
   Related Transactions.                        Company's Proxy Statement dated
                                                June 22, 1998, in connection 
                                                with its Annual Meeting to be 
                                                held on July 23, 1998.
   <PAGE>

                                 PART I



   Item 1.  Business
            --------

        NCH Corporation, a Delaware corporation, and its subsidiaries (herein 
   collectively referred to as the "Company" or "NCH" unless the context 
   requires differently) markets an extensive line of maintenance, repair and 
   supply products to customers throughout the world.  Products include 
   specialty chemicals, fasteners, welding supplies, and plumbing and 
   electronic parts.  These products are marketed principally through the 
   Company's own sales force. During the current year, the two subsidiaries 
   that marketed safety supplies were sold.  Therefore, safety supplies are no 
   longer included in the Company's product offerings.  There have been no 
   other significant changes in the kind of products produced or marketed by 
   the Company since the beginning of the last fiscal year, although 
   individual products are continually added to and deleted from the product 
   line.  Sales are generally consistent throughout the year, with no 
   significant seasonal fluctuations.

        Competitive conditions in the industry involved are severe and the 
   Company believes that no one enterprise or group of enterprises has a 
   dominant or preeminent position in the market.  Further, the Company 
   believes that no enterprise has a significant percentage of the market.  
   No informative statement can be made as to the Company's rank in its 
   industry. Not only do other concerns compete in the broad general range of 
   maintenance, repair or supply products, but there are also many competitors 
   who produce one or more products which compete with specific products sold 
   by the Company.  Competition in the industry is primarily on the basis of 
   price, service and product performance.  The Company's main emphasis is on 
   service and product performance rather than price.  Sales of Company 
   products are not dependent upon a limited number of customers, and no 
   particular customer accounts for more than 3% of net sales.

        Qualified sales representatives are crucial to the Company's 
   operations.  In addition to industry competition, the Company competes with 
   the entire business community for qualified sales representatives.  This 
   competition has been, and remains, severe.  The Company has a required 
   formal training program for its sales representatives consisting of 
   in-house and field training.  Based on the Company's experience in the 
   last three years, turnover of new sales representatives in the first year 
   is estimated to be  80%.  The  annual cost of recruiting and training 
   sales representatives over the past three years has averaged approximately 
   $40 million per year.

        The products that the Company markets are readily available from 
   numerous sources.  The Company buys raw materials and finished products 
   from a large number of suppliers, none of whom would materially impact the 
   sales or earnings of the Company should they cease to be a source of 
   supply.  In some foreign countries, licensees manufacture specialty 
   chemical products for marketing by the Company's subsidiaries.

   <PAGE>

        Patents, franchises and concessions have not played an important role 
   in the Company's business.  Trademarks are extensively used on products, 
   and are useful but not of paramount importance.

        As of the end of its last fiscal year the Company employed 10,373 
   persons.  The Company employs 87 professional or technical persons on its 
   laboratory staff ranging from Ph.D's to nongraduate chemical technicians.  
   Although the laboratory staff spends time on research activities relating 
   to the development of new products or services and the improvement of 
   existing products or services, the staff is also engaged in quality control 
   and customer service activities.  Costs cannot be broken down between these 
   various activities.  The approximate amounts spent on laboratory operations 
   in the years ended April 30, 1998, 1997 and 1996, were $5.5 million, $5.0 
   million and $4.6 million, respectively.  All laboratory costs, including 
   research and development, are expensed as incurred.

        The Company is subject to various federal, state and local laws and 
   regulations affecting businesses in general, including environmental laws 
   and regulations.  Complying with all laws and regulations has not 
   materially affected the Company's competitive position, earnings or 
   capital expenditures.  All laws and regulations are subject to change and 
   the Company cannot predict what effect, if any, changes might have on its 
   business.

        International sales are conducted through subsidiaries in Europe, 
   Canada, Latin America, Australia and the Far East.  Intercompany sales and 
   profits have been eliminated from the following schedule.  Corporate 
   expenses are allocated between the geographic areas.  Identifiable assets 
   are those identified with the operations in each geographic area.  
   Corporate assets include portions of cash and cash equivalents and 
   marketable securities.

   <PAGE>

        Financial information by geographic area, in thousands of dollars, 
   follows for the years ended April 30:

                                                           Latin 
                        United                 Pacific &   America     Consoli-
                        States      Europe     Far East    & Canada     dated 
                        --------    --------   --------    --------    --------
   1998
   Net Sales            $457,220    $245,669    $30,738     $50,468    $784,095
   Net Income (Loss)      27,299      10,880     (2,730)        246      35,695
   Identifiable Assets   262,426     116,953     12,691      21,424     413,494
   Corporate Assets                                                     106,210

   1997
   Net Sales            $417,411    $266,263    $34,313     $48,774    $766,761
   Net Income             21,809      11,686         86       1,094      34,675
   Identifiable Assets   267,639     114,486     17,476      23,325     422,926
   Corporate Assets                                                      74,665

   1996
   Net Sales            $412,027    $275,353    $35,727     $49,727    $772,834
   Net Income             20,341      15,247        247         472      36,307
   Identifiable Assets   256,625     126,041     17,789      21,094     421,549
   Corporate Assets                                                      92,855
        
                                
        Sales between geographic areas and export sales from the United States 
   are immaterial and are therefore not included in net sales disclosed in the 
   above table.

        In the Company's experience, other than currency fluctuations, the 
   overall risk of international operations has not been appreciably higher 
   than domestic operations, although the risk of operations in any one 
   country may be greater than in the United States.  The Company is subject 
   to the risks inherent in operating in foreign countries, including 
   government regulation, currency restrictions and other restraints, risk 
   of expropriation and burdensome taxes.


   Item 2.  Properties
            ----------

        The Company owns its world headquarters and domestic administrative 
   center complex in Irving, Texas, containing approximately 319,000 square 
   feet.

        The Company owns and operates 19 manufacturing facilities in 7 states 
   and 11 foreign countries, located in Canada, Europe, Latin America and the 
   Far East, containing approximately 1,137,000 square feet.  These facilities 
   also include related office and warehouse space.

        The Company owns and occupies a total of 17 office or office/warehouse 
   combinations in 3 states and 6 foreign countries, located in Europe and 
   Latin America, containing approximately 773,000 square feet.

   <PAGE>

        In addition, the Company leases additional warehouse space, 
   manufacturing plants, and office space at various locations in the United 
   States and abroad, none of which is material in relation to the Company's 
   overall assets.

        During the last fiscal year the Company made investments, net of 
   dispositions, of $12,593,000 ($13,935,000 gross) in property, plant and 
   equipment.

        The plants and properties owned and operated by the Company are 
   maintained in good condition and are believed to be suitable and adequate 
   for the next several years.


   Item 3.  Legal Proceedings
            -----------------

        There are no material pending legal proceedings, other than ordinary 
   routine litigation incidental to the business, to which the Company or any 
   of its subsidiaries is a party or of which any of their property is subject.

        From time to time, the Company is named as a potentially responsible 
   party in proceedings involving compliance with environmental laws and 
   regulations.  Currently, there are no such proceedings involving monetary 
   sanctions pending against the Company, which singularly or in the 
   aggregate, involve potential damages or expenditures in excess of 10% of 
   the current assets of the Company.  

   Item 4.  Submission of Matters to a Vote of Security Holders
            ---------------------------------------------------

        No matters were submitted to a vote of security holders during the 
   fourth quarter of the fiscal year covered by this report.

   <PAGE>

         Executive Officers of the Registrant
         ------------------------------------

        The following are the executive officers of the Company as of 
   June 1, 1998:

   Name                      Office                                      Age
   ----                      ------                                      ---

   Lester A. Levy            Chairman of the Board; Director              75

   Milton P. Levy, Jr.       Chairman of the Executive Committee;
                             Director                                     72

   Irvin L. Levy             President; Director                          69

   Earl Nicholson            Senior Vice President                        76

   James A. Stone            Senior Vice President                        76

   Joe Cleveland             Vice President and Secretary                 64

   Tom Hetzer                Vice President - Finance                     61

   Glen Scivally             Vice President and Treasurer                 57



   Messrs. Lester A. Levy, Milton P. Levy, Jr. and Irvin L. Levy are brothers. 
   Each of the Company's executive officers has been an executive officer of 
   the registrant for more than five years as his principal employment.  

                                   PART II

   Item 5.  Market for the Registrant's Common Equity and Related Stockholder
            -----------------------------------------------------------------
            Matters
            -------


        Market and Dividend Information, appearing on page 36 of the 1998 
   Annual Report, is incorporated by reference herein.


   Item 6.  Selected Financial Data
            -----------------------


        Selected Financial Data, appearing on page 18 of the 1998 Annual 
   Report,  is incorporated by reference herein.

   <PAGE>

   Item 7.  Management's Discussion and Analysis of
            ---------------------------------------
            Financial Condition and Results of Operations
            ---------------------------------------------

        Management's Discussion and Analysis of Financial Condition and 
   Results of Operations, appearing on pages 18-21 of the 1998 Annual Report, 
   is incorporated by reference herein.


   Item 8.  Financial Statements and Supplementary Data
            -------------------------------------------

        The Financial Statements and Supplementary Data, appearing on pages 
   22-36 of the 1998 Annual Report, is incorporated by reference herein.


   Item 9.  Changes in and Disagreements with Accountants on
            ------------------------------------------------
            Accounting and Financial Disclosure
            -----------------------------------

        None


                                 PART III

   Item 10.  Directors and Executive Officers of the Registrant
             --------------------------------------------------

        Information on directors of the registrant, found on pages 2-4 of the 
   Company's Proxy Statement dated June 22, 1998, in connection with its Annual
   Meeting to be held July 23, 1998, is incorporated by reference herein.

        Information on executive officers of the registrant, found on pages 
   10-11 of the Company's Proxy Statement dated June 22, 1998, is incorporated 
   by reference herein.


   Item 11. Executive Compensation
            ----------------------

        Information on executive compensation and transactions, found on pages 
   4-8 of the Company's Proxy Statement dated June 22, 1998, in connection 
   with its Annual Meeting to be held July 23, 1998, is incorporated by 
   reference herein.



   Item 12. Security Ownership of Certain Beneficial Owners and Management
            --------------------------------------------------------------

        Information on security ownership of principal stockholders and 
   management, found on pages 10-11 of the Company's Proxy Statement dated 
   June 22, 1998, in connection with its Annual Meeting to be held on July 
   23, 1998, is incorporated by reference herein.


   <PAGE>

   Item 13. Certain Relationships and Related Transactions
            ----------------------------------------------

        Information on certain relationships and related transactions, found 
   on pages 2-3 and 8 of the Company's Proxy Statement dated June 22, 1998, 
   in connection with its Annual Meeting to be held on July 23, 1998, is 
   incorporated by reference herein.


                                 PART IV

   Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
            ----------------------------------------------------------------

   (a)(1) and (2):  The response to this portion of Item 14 is submitted as a 
   separate section of this report on pages 18-19.  The information set forth 
   on pages 18-19 of this report is incorporated by reference.  The 
   consolidated financial statements set forth on page 18 of this report are 
   filed as part of this Form 10-K by incorporation by reference to pages 
   22-36 of the 1998 Annual Report.


   (a)(3) and (c):  Exhibits.  For a list of the exhibits filed as a part of 
   this report, see the Index to Exhibits on page 22 of this report, which is 
   incorporated by reference.


   (b) Reports on Form 8-K:  No reports on Form 8-K were filed during the 
   quarter ended April 30, 1998.  A report on Form 8-K was filed on June 
   3, 1998.


   (d) Not applicable.

   <PAGE>
                                 SIGNATURES
   The Issuer
   ----------

        Pursuant to the requirements of Section 13 or 15(d) of the Securities 
   Exchange Act of 1934, NCH Corporation has duly caused this report to be 
   signed on its behalf by the undersigned, thereunto duly authorized, in the 
   City of Irving, and the State of Texas, on this 5th day of June, 1998.

                                           NCH CORPORATION, Registrant

                                           By /s/ Irvin L. Levy
                                           ---------------------------  
                                           Irvin L. Levy, President      

        Pursuant to the requirements of the Securities Exchange Act of 1934, 
   this report has been signed below by the following persons on behalf of 
   NCH Corporation and in the capacities and on the date indicated.

   Signature                     Capacity at Registrant        Date
   ---------                     ----------------------        ----    

   /s/Lester A. Levy             Chairman of the Board;         June 5, 1998
   -----------------------       Director                      
   Lester A. Levy       

                   
   /s/Milton P. Levy, Jr.        Chairman of the Executive      June 5, 1998
   -----------------------       Committee; Director           
   Milton P. Levy, Jr.     


   /s/Irvin L. Levy              President; Director            June 5, 1998
   -----------------------       (Principal Executive Officer)  
   Irvin L. Levy        


   /s/Tom Hetzer                 Vice President - Finance       June 5, 1998
   -----------------------       (Principal Accounting Officer)
   Tom Hetzer        


   /s/Robert L. Blumenthal       Director                       June 5, 1998
   -----------------------
   Robert L. Blumenthal       


   /s/Rawles Fulgham             Director                       June 5, 1998
   -----------------------
   Rawles Fulgham       


   /s/Jerrold M. Trim            Director                       June 5, 1998
   -----------------------
   Jerrold M. Trim     

  
   /s/Thomas B. Walker Jr.       Director                       June 5, 1998
   -----------------------
   Thomas B. Walker Jr.   
   <PAGE>

                                   NCH CORPORATION
                             AND SUBSIDIARY COMPANIES


                                      FORM 10-K
                    ITEMS 8, 14(a)(1) and (2) and (a)(3) and (c)

              INDEX OF FINANCIAL STATEMENTS, SCHEDULES AND EXHIBITS


        The following consolidated financial statements are filed as part of 
   this Form 10-K by incorporation by reference to pages 22-36 of the 1998 
   Annual Report.


   Consolidated Financial Statements:
        Statements of Income, Years Ended April 30, 1998, 1997 and 1996
        Balance Sheets, April 30, 1998 and 1997
        Statements of Cash Flows, Years Ended April 30, 1998, 1997 and 1996
        Statements of Stockholders' Equity, Years Ended April 30, 1998, 1997
           and 1996
   Notes to Consolidated Financial Statements
   Independent Auditors' Report
   Selected Unaudited Quarterly Data, Years Ended April 30, 1998 and 1997

  

        The following consolidated financial statement schedule of the 
   registrant and its subsidiaries is included in Item 14(a)(2):

                                                                        Page
                                                                        ----
   Consolidated Financial Statement Schedule
        Independent Auditors' Report                                     20
        II   -  Valuation and Qualifying Accounts                        21

        Schedules other than those listed above are omitted because they are 
   not required or are not applicable, the information required is immaterial 
   in relation to the registrant's consolidated financial statements, or the 
   required information is shown in the consolidated financial statements or 
   notes thereto.  Columns omitted from schedules filed have been omitted 
   because the information is not applicable.

   <PAGE>

   INDEPENDENT AUDITORS' REPORT

   The Stockholders and Board of Directors
   NCH Corporation:


        Under date of May 26, 1998, we reported on the consolidated balance 
   sheets of NCH Corporation and subsidiaries as of April 30, 1998 and 1997, 
   and the related consolidated statements of income, stockholders' equity and 
   cash flows for each of the years in the three-year period ended April 30, 
   1998, as contained in the 1998 Annual Report to Shareholders.  These 
   consolidated financial statements and our report thereon are incorporated 
   by reference in the annual report on Form 10-K for the year ended April 
   30, 1998.  In connection with our audits of the aforementioned consolidated 
   financial statements, we also audited the related consolidated financial 
   statement schedule as listed in the accompanying index.  This consolidated 
   financial  statement schedule is the responsibility of the Company's 
   management.  Our responsibility is to express an opinion on this 
   consolidated financial statement schedule based on our audits.

        In our opinion, such financial statement schedule, when considered 
   in relation to the basic consolidated financial statements taken as a 
   whole, presents fairly, in all material respects, the information set 
   forth therein.
                        
                                          /s/  KPMG Peat Marwick LLP           
   Dallas, Texas
   May 26, 1998

   <PAGE>
   <TABLE>


                                          NCH CORPORATION AND SUBSIDIARIES

                                SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
                                                  (In Thousands)


   <CAPTION>   

                                       Balance at      Charged to       Foreign       Deductions--     Balance
                                       Beginning       Costs and        Currency       Accounts        at End of
        Description                    of Period       Expenses       Translation     Written-Off      Period  
   -------------------------           ---------       ----------     -----------     -----------      --------- 
   <S>                                 <C>             <C>            <C>             <C>              <C>           

   Reserves Deducted in the Balance 
   Sheet from Assets to Which They 
   Apply

   Allowances for Doubtful Accounts

   Year Ended April 30, 1998             $15,624           $5,483         $  (770)         $4,684        $15,653
                                         =======           ======         =======          ======        =======

   Year Ended April 30, 1997             $16,259           $6,939         $(1,311)         $6,263        $15,624
                                         =======           ======         =======          ======        ======= 

   Year Ended April 30, 1996             $16,879           $7,697         $  (284)         $8,033        $16,259
                                         =======           ======         =======          ======        =======
   
   </TABLE>
   <PAGE>                                       
        

                                 INDEX TO EXHIBITS
                                 -----------------

      Exhibit                                                     Sequentially
      Number                       Exhibit                        Numbered Page
      ------                       -------                        -------------

   Exhibit  3.1 (1)      Restated Certificate of Incorporation   

   Exhibit  3.2 (1)      Bylaws, as amended

   Exhibit 10.1 (1)(3)   Form of 1980 Non-Qualified Stock Option 
                         Plan, as amended

   Exhibit 10.1.1 (2)    Stock Purchase Agreement among Jackson 
                         Acquisition, Inc., NCH Corporation,
                         American Allsafe Company and Silencio/
                         Safety Direct, Inc. dated as of 
                         March 30, 1998

   Exhibit 10.2 (1)(3)   Form of Non-Qualified Stock Option 
                         Agreement

   Exhibit 10.5 (1)(3)   Forms of Deferred Compensation 
                         Agreements with Messrs. Irvin, Lester, 
                         and Milton Levy

   Exhibit 10.7 (3)(4)   Fourth and Fifth Amendments to Deferred Compensation 
                         Agreements with Messrs. Irvin, Lester, 
                         and Milton Levy

   Exhibit 10.8 (3)(5)   Executive Committee Incentive Bonus Plan

   Exhibit 10.9 (3)(6)   Fourth, Fifth and Sixth Amendments to Deferred
                         Compensation Agreements with Messrs. Irvin, Lester,
                         and Milton Levy

   Exhibit 13 (2)        Annual Report for the year ended April 30, 1998 
                         for information only and not filed
        
   Exhibit 21 (2)        Subsidiaries of the Registrant

   Exhibit 23 (2)        Independent Auditors' Consent

   Exhibit 27 (2)        Financial Data Schedule

   Exhibit 99 (2)        Definitive Proxy Statement regarding 
                         the Company's 1998 Annual Meeting of 
                         Stockholders    

   (1)     Incorporated herein by reference to the exhibits with the same 
           exhibit number and designation in the Registrant's report on Form 
           10-K for the fiscal year ended April 30, 1987, filed with the 
           Securities and Exchange Commission.

   (2)     Filed herewith.

   (3)     Management contract or compensatory plan or arrangement required 
           to be filed as an exhibit to this report pursuant to Item 14(c) 
           of Form 10-K.

   (4)     Incorporated herein by reference to the exhibit with the same 
           exhibit number and designation in the Registrant's report on Form 
           10-K for the fiscal year ended April 30, 1995, filed with the 
           Securities and Exchange Commission.

   (5)     Incorporated herein by reference to the exhibit with the same 
           exhibit number and designation in the Registrant's report on Form 
           10-K for the fiscal year ended April 30, 1994, filed with the 
           Securities and Exchange Commission.

   (6)     Incorporated herein by reference to the exhibit with the same 
           exhibit number and designation in the Registrant's report on Form 
           10-K for the fiscal year ended April 30, 1997, filed with the 
           Securities and Exchange Commission.

   <PAGE>



        

                         NCH CORPORATION AND SUBSIDIARIES
      EXHIBIT 10.1.1 STOCK PURCHASE AGREEMENT AMONG JACKSON ACQUISITION, INC.,
              AMERICAN ALLSAFE COMPANY AND SILENCIO/SAFETY DIRECT, INC.



        




                                STOCK PURCHASE AGREEMENT


                                        among


                                JACKSON ACQUISITION, INC.,


                                     NCH CORPORATION,
                                
        
                               AMERICAN ALLSAFE COMPANY


                                          and

        
                              SILENCIO/SAFETY DIRECT, INC.







                              Dated as of March 30, 1998


   <PAGE>
      
                                  TABLE OF CONTENTS
                                  -----------------


   SECTION                                                        PAGE
   -------                                                        ----

                                    ARTICLE I
                                   DEFINITIONS


   1.1.    Definitions                                               1

                                    ARTICLE II
                           PURCHASE AND SALE OF SHARES


   2.1.    Basic Transaction                                         7
   2.2.    Payment of Purchase Price                                 7
   2.3.    Deposit                                                   7
   2.4.    The Closing                                               7
   2.5.    Closing Deliveries by Seller                              7
   2.6.    Closing Deliveries by Buyer                               8
   2.7.    Purchase Price Allocation                                 8


                                    ARTICLE III
                    REPRESENTATIONS AND WARRANTIES OF THE SELLER


   3.1.    Organization of Seller                                    9
   3.2.    Authorization of Transaction                              9
   3.3.    Noncontravention                                          9
   3.4.    Brokers' Fees                                            10
   3.5.    Shares                                                   10

                                    ARTICLE IV
           REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SELLER


   4.1.    Organization, Qualification, and Corporate Power         10
   4.2.    Capitalization                                           11
   4.3.    Noncontravention                                         11
   4.4.    Brokers= Fees                                            11
   4.5.    Title to Assets                                          12
   4.6.    Subsidiaries                                             12
   4.7.    Financial Statements                                     12
   4.8.    Events Subsequent to Latest Balance Sheet                12
   4.9.    Undisclosed Liabilities                                  14
   4.10.   Legal Compliance                                         14
   4.11.   SEC Compliance                                           14
   4.12.   Tax Matters                                              15
   4.13.   Real Property                                            17
   4.14.   Intellectual Property                                    19
   4.15.   Assets of the Companies                                  21
   4.16.   Inventory                                                22
   4.17.   Contracts                                                22
   
   <PAGE>
   
   4.18.   Notes and Accounts Receivable                            24
   4.19.   Powers of Attorney                                       24
   4.20.   Insurance                                                24
   4.21.   Litigation                                               25
   4.22.   Product Warranty                                         25
   4.23.   Employees                                                26
   4.24.   Employee Benefits                                        26
   4.25.   Environmental Matters                                    28
   4.26.   Permits                                                  30
   4.27.   No Conflict of Interest                                  30
   4.28.   Bank Accounts                                            31
   4.29.   Customers and Suppliers                                  31
   4.30.   Claims Against Officers and Directors                    31
   4.31.   Improper and Other Payments                              31
   4.32.   Accuracy of Statements                                   32

                                    ARTICLE V
                     REPRESENTATIONS AND WARRANTIES OF THE BUYER


   5.1.    Organization of the Buyer                                32
   5.2.    Authorization of Transaction                             32
   5.3.    Noncontravention                                         32
   5.4.    Brokers' Fees                                            33
   5.5.    Investment Purpose                                       33
   5.6.    Litigation                                               33

                                    ARTICLE VI
                                    COVENANTS


   6.1.    General                                                  33
   6.2.    Operation of Business                                    33
   6.3.    Full Access                                              35
   6.4.    Exclusivity                                              35
   6.5.    Efforts                                                  36
   6.6.    Maintenance of Insurance                                 36
   6.7.    Notice and Supplemental Information                      36
   6.8.    Post-Closing Access and Cooperation                      37
   6.9.    Consistent Tax Reporting                                 37
   6.10.   Section 338(h)(10) Election                              37
   6.11.   Termination of Shareholder Agreements                    38
   6.12.   Resignation of Officers and Directors                    38
   6.13.   Interim Financial Statements                             38
   6.14.   Transition                                               38
   6.15.   Confidentiality                                          38
   6.16.   Post-Closing Covenants                                   39
   6.17.   Transfer Taxes                                           39
   6.18.   Business Name                                            40
   6.19.   Noncompetition                                           40
   6.20.   Assumption and Termination of Certain Contracts          41
   6.21.   Employee Benefits                                        41
   6.22.   Title Insurance                                          42
   6.23.   Financial Condition at Closing                           42
   6.24.   Foreign Trademarks                                       43

   <PAGE>
                                    ARTICLE VII
                           CONDITIONS TO OBLIGATION OF BUYER


   7.1.    Warranties True as of Closing Date                       43
   7.2.    Compliance with Covenants                                43
   7.3.    Consents                                                 43
   7.4.    Actions or Proceedings                                   43
   7.5.    Certificate                                              44
   7.6.    Opinion of Counsel                                       44
   7.7.    Resignations                                             44
   7.8.    Financing                                                44
   7.9.    Termination of Certain Agreements                        44
   7.10.   Government Approvals                                     44
   7.11.   Collateral Agreements                                    44
   7.12.   Lamba Assets                                             44
   7.13.   Documents                                                44
   7.14.   FIRPTA Certificate                                       45
   7.15.   Assumption and Termination of Certain Contracts          45
   7.16.   Replatting and conveyance of Allsafe property            45

                                    ARTICLE VIII
                        CONDITIONS TO OBLIGATION OF THE SELLER


   8.1.    Warranties True as of Closing                            46
   8.2.    Compliance with Covenants                                46
   8.3.    Actions or Proceedings                                   46
   8.4.    Certificate                                              46
   8.5.    Opinion of Counsel                                       46
   8.6.    Documents                                                46
   8.7.    Government Approvals                                     46

                                    ARTICLE IX
                         SURVIVAL AND REMEDY; INDEMNIFICATION


   9.1.    Survival of Representations and Warranties               47
   9.2.    Indemnification by the Seller                            47
   9.3.    Indemnification by the Buyer                             48
   9.4.    Third-Party Claims                                       49
   9.5.    Other Indemnification Provisions                         50

                                    ARTICLE X
                                   TAX MATTERS


   10.1.   Filing of Tax Returns and Payment of Taxes               51
   10.2.   Refunds of Taxes                                         51
   10.3.   Cooperation on Tax Matters                               52
   10.4.   Certain Taxes                                            52

                                    ARTICLE XI
                                    TERMINATION


   11.1.   Termination of Agreement                                 53
   11.2.   Effect of Termination                                    53
   
   <PAGE>
                                    ARTICLE XII
                                   MISCELLANEOUS


   12.1.   Expenses                                                 54
   12.2.   Press Releases and Public Announcements                  54
   12.3.   No Third-Party Beneficiaries                             54
   12.4.   Entire Agreement                                         54
   12.5.   Succession and Assignment                                54
   12.6.   Counterparts                                             54
   12.7.   Headings                                                 54
   12.8.   Notices                                                  55
   12.9.   Governing Law                                            56
   12.10.  Amendments and Waivers                                   56
   12.11.  Severability                                             56
   12.12.  Construction                                             56
   12.13.  Incorporation of Exhibits, Annexes, and Schedules        56
   12.14.  Specific Performance                                     57




   Exhibits
   --------
   Exhibit A       -       Form of Opinion of Counsel to the Seller
   Exhibit B       -       Form of Opinion of Counsel to the Buyer
   Exhibit C       -       Form of Transition Services Agreement
   Exhibit D       -       Form of Easement (Driveway)
   Exhibit E       -       Form of Easement (Turnaround)

   Schedules
   ---------

   Schedule 4.2            Capitalization
   Schedule 4.4            Broker's Fee
   Schedule 4.5            Title to Assets
   Schedule 4.7            Financial Statements
   Schedule 4.8            Events Subsequent to latest Balance Sheet
   Schedule 4.10           Legal Compliance
   Schedule 4.12           Tax Returns
   Schedule 4.13(a)        Owned Property
   Schedule 4.13(b)        Leased Property
   Schedule 4.14(b)        Intellectual Property Infringements
   Schedule 4.14(c)        Intellectual Property of the Companies
   Schedule 4.14(d)        Third Party Intellectual Property
   Schedule 4.17           Contracts
   Schedule 4.20           Insurance
   Schedule 4.21           Litigation
   Schedule 4.22           Warranties
   Schedule 4.23           Employees
   Schedule 4.24(a)        Employee Benefits
   Schedule 4.24(b)        Plan Documents and Reports
   Schedule 4.24(c)        Compliance with Employee Benefit Laws
   Schedule 4.25           Environmental Matters
   Schedule 4.26           Permits
   Schedule 4.28           Bank Accounts
   Schedule 4.29           Customers and Suppliers
   
   <PAGE>
   
   Schedule 6.2            Operation of Business
   Schedule 6.18           Business Name
   Schedule 6.24           Foreign Trademarks
   Schedule 7.15           Assumption and Termination of Certain Contracts
   Schedule 9.2(c)         Seller Indemnification
   Schedule 9.2(d)         Buyer Assumed Claims with Certain Seller Liability


   <PAGE>
                            STOCK PURCHASE AGREEMENT
                            ------------------------

   THIS STOCK PURCHASE AGREEMENT, dated as of March 30, 1998, is by and among
   Jackson Acquisition, Inc., a Delaware corporation (the "Buyer"), NCH 
   Corporation, a Delaware corporation (the "Seller"), American Allsafe 
   Company, a Texas corporation ("Allsafe"), and Silencio/Safety Direct, 
   Inc., a Nevada corporation ("Silencio" and, together with Allsafe, the 
   "Companies").

   WHEREAS, the Seller owns all of the outstanding capital stock of the 
   Companies (the "Shares");

   WHEREAS, the Buyer wishes to purchase the Shares from the Seller and the 
   Seller desires to sell to the Buyer all of the Shares; 

   NOW, THEREFORE, in consideration of the premises and the mutual promises 
   herein made, and in consideration of the representations, warranties, and 
   covenants herein contained, the parties agree as follows:


                                   ARTICLE I

                                  DEFINITIONS

   SECTION I.1.  Definitions.  The following terms shall have the following 
   meanings for the purposes of this Agreement.

   "Accounts Receivable" means the rights of the Companies to cash payment for 
   their sales and other amounts that would be classified as an account 
   receivable on the asset side of a consolidated balance sheet of either of 
   the Companies prepared in accordance with GAAP.

   "Adverse Consequences" means all actions, suits, proceedings, hearings, 
   investigations, charges, complaints, claims, demands, injunctions, 
   judgments, orders, decrees, rulings, damages, dues, penalties, fines, 
   costs, amounts paid in settlement, Liabilities, obligations, Taxes, liens,
   losses, expenses, and fees, including court costs and attorneys' fees and 
   expenses.

   "Affiliate" means, with respect to any specified Person, a Person that 
   directly or indirectly, through one or more intermediaries, controls or is 
   controlled by, or is under common control with, the Person specified.

   "Affiliated Group" means any affiliated group within the meaning of Code 
   S1504(a) or any similar group defined under a similar provision of state, 
   local or foreign Law.

   "Agreement" means this Stock Purchase Agreement, including all exhibits and 
   schedules hereto, as it may be amended from time to time.

   "Authority" means any governmental, regulatory or administrative body, 
   agency, subdivision or authority, any court or judicial authority, any 
   public regulatory authority, whether foreign, national, federal, state or 
   local or otherwise, or any Person lawfully empowered by any of the 
   foregoing to enforce or seek compliance with any regulation.

   <PAGE>

   "Business" means the safety products manufacturing business of the Seller, 
   which shall include, all of the inventory, sales and distributor 
   information, Intellectual Property and other intangibles (collectively, 
   the "Lamba Assets") of Lamba Systems U.K., a division of NCH U.K., Limited,
   a corporation organized under the laws of the United Kingdom ("Lamba U.K.");
   provided, however, that all Accounts Receivable of Lamba U.K. shall be 
   excluded from the Business and the definition of Lamba Assets.

   "Buyer" has the meaning set forth in the preface above.

   "Buyer Indemnified Parties" has the meaning set forth in Section 9.2. below.

   "Closing" has the meaning set forth in Section 2.4 below.

   "Closing Date" has the meaning set forth in Section 2.4 below.

   "Code" means the Internal Revenue Code of 1986, as amended.       

   "Companies" has the meaning set forth in the preface above.

   "Company Indemnifying Party" has the meaning set forth in Section 9.2 
   below. 

   "Confidential Information" means any information concerning the businesses 
   and affairs of the Companies other than information which is (i) generally 
   available to the public through no fault of the disclosing party or (ii) 
   which the disclosing party knew or to which the disclosing party had 
   access prior to disclosure.

   "Contract" means any contract, lease, commitment, understanding, sales 
   order, purchase order, agreement, indenture, mortgage, note, bond, right, 
   warrant, instrument, plan, permit or license, whether written or oral, 
   which is intended or purports to be binding and enforceable.

   "Current Liabilities" shall mean any indebtedness or other obligation 
   coming due within one year that in either case would be classified as a 
   current liability on the liability side of a consolidated balance sheet of 
   either of the Companies in accordance with GAAP.

   "Deposit Amount" means $295,000.

   "Employee" has the meaning set forth in Section 4.23 below.

   "Employee Benefit Plan" means any (a) nonqualified deferred compensation 
   or retirement plan or arrangement, (b) qualified defined contribution 
   retirement plan or arrangement which is an Employee Pension Benefit Plan, 
   (c) qualified defined benefit retirement plan or arrangement which is an 
   Employee Pension Benefit Plan (including any Multiemployer Plan), or (d) 
   Employee Welfare Benefit Plan or material fringe benefit or other 
   retirement, bonus, or incentive  plan or program.

   "Employee Pension Benefit Plan" has the meaning set forth in ERISA S3(2).

   "Employee Welfare Benefit Plan" has the meaning set forth in ERISA S3(1).

   <PAGE>

   "Encumbrances" means all liens, claims, easements, rights-of-way, 
   reservations, restrictions, encroachments, tenancies and any other 
   encumbrances of whatsoever kind, type or nature which affect the Owned 
   Property.

   "Environmental Laws" means all Federal, state, and local statutes, 
   regulations, ordinances and other provisions having the force or effect of 
   law, all judicial and administrative orders and determinations, all 
   contractual obligations and all common law concerning public health and 
   safety, worker health and safety, and pollution or protection of the 
   environment, including without limitation all those relating to the 
   presence, use, production, generation, handling, transportation, treatment, 
   storage, disposal, distribution, labeling, testing, processing, discharge, 
   release, threatened release, control, or cleanup of any Hazardous 
   Substances, materials or wastes, chemical substances or mixtures, 
   pesticides, pollutants, contaminants, toxic chemicals, petroleum products 
   or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, 
   each as amended and as now or hereafter in effect, including (but not 
   limited to) the Comprehensive Environmental Response, Compensation and 
   Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 
   1986, as amended, the Resource Conservation and Recovery Act of 1976, 
   as amended, the Toxic Substances Control Act of 1976, as amended, the 
   Federal Water Pollution Control Act Amendments of 1972, the Clean Water Act 
   of 1977, as amended, any so-called "Superlien" law, and any other similar 
   Federal, state or local statutes.

   "ERISA" means the Employee Retirement Income Security Act of 1974, as 
   amended.

   "Financial Statements" has the meaning set forth in Section 4.7 below.

   "GAAP" means United States generally accepted accounting principles as 
   in effect from time to time.

   "Hart-Scott-Rodino Act" means the Hart-Scott-Rodino Antitrust Improvements 
   Act of 1976, as amended.

   "Hazardous Substance" means any material or substance which (i) constitutes 
   a hazardous substance, toxic substance or pollutant (as such terms are 
   defined by or pursuant to any Environmental Laws) or (ii) is regulated or 
   controlled as a hazardous substance, toxic substance, pollutant or other 
   regulated or controlled material, substance or matter pursuant to any 
   Environmental Laws.

   "Indemnified Party" has the meaning set forth in Section 9.4 below.

   "Indemnifying Party" has the meaning set forth in Section 9.4 below.

   <PAGE>

   "Intellectual Property" means (a) all inventions (whether patentable or 
   unpatentable and whether or not reduced to practice), all improvements 
   thereto, and all patents, patent applications, and patent disclosures, 
   together with all reissuances, continuations, continuations-in-part, 
   revisions, extensions, and reexaminations thereof, (b) all trademarks, 
   service marks, trade dress, logos, trade names, and corporate names, 
   together with all translations, adaptations, derivations, and combinations 
   thereof and including all goodwill associated therewith, and all 
   applications, registrations, and renewals in connection therewith, (c) all 
   copyrightable works, all copyrights, and all applications, registrations, 
   and renewals in connection therewith, (d) all trade secrets and 
   confidential business information (including ideas, research and 
   development, know-how, formulas, compositions, manufacturing and production 
   processes and techniques, technical data, designs, drawings, 
   specifications, customer and supplier lists, pricing and cost information, 
   and business and marketing plans and proposals), (e) all computer software 
   (including data and related documentation), (f) all other proprietary 
   rights, and (g) all copies and tangible embodiments thereof (in whatever 
   form or medium).

   "Knowledge" means with respect to a specified party hereto, actual knowledge
   of (i) the executive officers of such party and (ii) the officers and 
   employees of such party who have operational responsibility for the subject 
   matter associated with the relevant representation.

   "Latest Balance Sheet" means the unaudited balance sheet of each of the 
   Companies dated as of January 31, 1998.

   "Law" means any law, statute, regulation, ordinance, rule, order, decree, 
   judgment, consent decree, settlement agreement or governmental requirement 
   enacted, promulgated, entered into, agreed or imposed by any Authority.

   "Liability" means any liability (whether asserted or unasserted, whether 
   absolute or contingent, whether accrued or unaccrued, whether liquidated 
   or unliquidated, and whether due or to become due), including any liability 
   for Taxes.

   "Lien" means any mortgage, lien (except for any lien for Taxes not yet due 
   and payable), charge, restriction, pledge, security interest, option, 
   lease or sublease, claim, right of any third party, easement, encroachment 
   or encumbrance (other than, in each such case, any restriction on transfer 
   imposed pursuant to applicable securities laws).

   "Material", "material" or "materially" means any circumstance or state of 
   facts which results in, or would reasonably be expected to result in the 
   expenditure or commitment of $150,000 or more.

   "Material Adverse Effect" means any change or effect that would be, or 
   would reasonably be expected to be, materially adverse to the properties, 
   assets, condition (financial or otherwise), results of operations, or 
   business of a specified Person.

   "Most Recent Financial Statements" has the meaning set forth in Section 
   4.7 below.

   <PAGE>

   "Most Recent Fiscal Month End" has the meaning set forth in Section 4.7 
   below.

   "Most Recent Fiscal Year End" has the meaning set forth in Section 4.7 
   below.

   "Multiemployer Plan" has the meaning set forth in ERISA S3(37).

   "Ordinary Course of Business" means the ordinary course of business 
   consistent with past custom and practice (including with respect to 
   quantity and frequency).

   "PBGC" means the Pension Benefit Guaranty Corporation.

   "Permits" has the meaning set forth in Section 4.26 below.

   "Permitted Encumbrances" means and shall include:

   (a)     all Encumbrances reflected on the Title Commitment approved by the 
   Buyer: and

   (b)     liens and other encumbrances created by Buyer.

   "Person" means an individual, a partnership, a corporation, an association, 
   a joint stock company, a trust, a joint venture, an unincorporated 
   organization, or a governmental entity (or any department, agency, or 
   political subdivision thereof).

   "Purchase Price" means $29,500,000.

   "SEC" means the United States Securities and Exchange Commission.

   "Securities Act" means the Securities Act of 1933, as amended.

   "Securities Exchange Act" means the Securities Exchange Act of 1934, as 
   amended.

   "Seller Affiliate" means Seller and any other person which is directly or 
   indirectly controlled by Seller.  A person shall be deemed to be 
   "controlled by" Seller if Seller possesses, directly or indirectly, (i) the 
   power to vote 50% or more of the securities (on a fully diluted basis) 
   having ordinary voting power for the election of directors or managing 
   general partners, or (ii) power to direct or cause the direction of the 
   management and policies or such person by Contract or otherwise.

   "Seller" has the meaning set forth in the preface above.

   "Shares" means all shares of capital stock of the Companies held of record 
   by the Seller.

   "Subsequent Monthly Financial Statements" has the meaning set forth in 
   Section 6.13 below.

   <PAGE>

   "Subsidiary" of a specified Person means any corporation, partnership, 
   limited liability company, joint venture or other legal entity of which 
   the specified Person (either alone or through or together with any other 
   subsidiary) owns, directly or indirectly, 50% or more of the stock or other 
   equity interest or partnership interest the holders of which are generally 
   entitled to vote for the election of the board of directors or other 
   governing body of such corporation or other legal entity.

   "Tax" means any federal, state, local, or foreign income, gross receipts, 
   license, payroll, employment, excise, severance, stamp, occupation, premium,
   windfall profits, environmental (including taxes under Code S59A), customs 
   duties, capital stock, franchise, profits, withholding, social security (or 
   similar), unemployment, disability, real property, personal property, 
   sales, use, transfer, registration, value added, alternative or add-on 
   minimum, estimated, or other tax of any kind whatsoever, including any 
   interest, penalty, or addition thereto, whether disputed or not.

   "Tax Return" means any return, declaration, report, claim for refund, or 
   information return or statement relating to Taxes, including any schedule 
   or attachment thereto, and including any amendment thereof.

   "Terminated Contracts" has the meaning set forth in Section 7.15 below.

   "Third Party Claim" has the meaning set forth in Section 9.4 below.

   "Title Commitment" means a commitment for an owner's policy of title 
   insurance with respect to the Owned Property issued by the Title Company, 
   on the most recent form promulgated by ALTA, setting forth the status of 
   the title of the Owned Property and showing all Encumbrances and other 
   matters relating to the Owned Property.

   "Title Company" means reputable title insurance company reasonably 
   acceptable to Seller and Buyer.

   "Title Policy" means an owner's policy of title insurance with respect to 
   the Owned Property on the most recent form promulgated by ALTA, issued by 
   the Title Company, which policy shall initially be in the amount as 
   determined in Section 6.22 of this Agreement subject only to the 
   Permitted Encumbrances.

   "Working Capital" has the meaning set forth in Section 6.23(a) below.

   <PAGE>

                                ARTICLE II

                       PURCHASE AND SALE OF SHARES

   SECTION II.1.  Basic Transaction. On and subject to the terms and 
   conditions of this Agreement, the Buyer agrees to purchase from the Seller, 
   and the Seller agrees to sell, or cause to be sold, to the Buyer, all of 
   the Shares for the consideration specified herein.

   SECTION II.2.  Payment of Purchase Price.  On the Closing Date, in 
   consideration for the Shares, the Buyer shall pay to the Seller an amount 
   equal to the Purchase Price less the Deposit Amount (the "Net Purchase 
   Price").  The Net Purchase Price shall be paid to the Seller by means of 
   wire transfer of immediately available funds to an account or accounts 
   designated by the Seller.

   SECTION II.3.  Deposit.  Upon the execution and delivery of this Agreement, 
   the Buyer shall present to the Seller the Deposit Amount, which shall be 
   placed in an escrow account and shall be released to the Seller (i) in the 
   event the Closing occurs on or prior to April 30, 1998 on the Closing Date 
   or (ii) in the event that the Buyer fails to purchase the Shares on or 
   prior to April 30, 1998, other than as a result of the failure of the 
   Seller or the Company, as the case may be, to meet any of the closing 
   conditions expressly set forth in Section 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 
   7.7,  7.9, 7.10, 7.11 or 7.14, on April 30, 1998.

   SECTION II.4.  The Closing.  The closing of the transactions contemplated 
   by this Agreement (the "Closing") shall take place at the offices of Mayer, 
   Brown & Platt, 1675 Broadway, New York, NY  10019, commencing at 10:00 
   a.m. local time on the earlier of (i) April 15, 1998, (ii) five (5) 
   business days following the satisfaction or waiver of all conditions to the 
   obligations of the parties to consummate the transactions contemplated 
   hereby (other than conditions with respect to actions the respective 
   parties will take at the Closing itself) or (iii) such other date as the 
   parties may mutually determine, but in no event later than April 30, 1998 
   (the "Closing Date").

   SECTION II.5.  Closing Deliveries by Seller.  To effect the transfer 
   referred to in Section 2.1 hereof and the delivery of the consideration 
   described in Section 2.2 hereof, the Seller shall, on the Closing Date, 
   deliver the following:

   (a)  Seller shall cause to be delivered to Buyer certificates evidencing the
   Shares, free and clear of any and all Liens, duly endorsed in blank for 
   transfer or accompanied by stock powers duly executed in blank;

   (b)  Seller shall have delivered to Buyer all consents, approvals, releases 
   and waivers from governmental Authorities and other third parties required 
   or necessary as a result of the transactions contemplated hereby, reasonably
   satisfactory in form and substance to Buyer and its counsel;

   (c)  Seller shall have delivered all other documents required to be 
   delivered pursuant to Article VII hereof not specifically mentioned above 
   in this Section 2.5 ; and

   <PAGE>

   (d)  Seller shall have delivered two executed counterparts of access 
   easements substantially in the form as set forth on Exhibits D and E;

   (e)  All instruments and documents executed and delivered to Buyer pursuant 
   hereto shall be in form and substance, and shall be executed in a manner, 
   reasonably satisfactory to Buyer and its counsel.

   SECTION II.6.  Closing Deliveries by Buyer.  To effect the transfer referred
   to in Section 2.1 hereof and the delivery of the consideration described in 
   Section 2.2 hereof, the Buyer shall, on the Closing Date, deliver the 
   following:

   (a)  Buyer shall have tendered to Seller the Net Purchase Price by wire 
   transfer of immediately available funds to such account or accounts of which
   Seller shall have given notice to Buyer hereunder not later than two (2) 
   business days prior to the Closing Date;

   (b)  Buyer shall have delivered two executed counterparts of access 
   easements substantially in the form as set forth on Exhibits D and E.

   (c)  Buyer shall have released the Deposit Amount from the escrow account 
   to the Seller;

   (d)  Buyer shall have tendered all other documents required to be delivered 
   pursuant to Article VIII hereof not specifically mentioned above in this 
   Section 2.6; and

   (e)  All instruments and documents executed and delivered to Seller pursuant
   hereto shall be in form and substance, and shall be executed in a manner, 
   reasonably satisfactory to Seller and its counsel.


   SECTION II.7.  Purchase Price Allocation. The Purchase Price for the Shares 
   (including assumed liabilities of the Companies) shall be allocated among 
   the assets of each of the Companies as mutually agreed by Buyer and Seller 
   within 60 days after the Closing Date.  In the event the Buyer and Seller 
   fail to agree to a purchase price allocation within 60 days of the Closing 
   Date, they shall submit their respective allocation to a nationally 
   recognized mutually acceptable independent accounting firm, which shall 
   make an allocation binding upon both parties within 30 days of its 
   engagement.  Each of the Buyer and Seller shall bear 50% of the costs of 
   such independent allocation.  Following the consummation of the transactions
   contemplated by this Agreement, Buyer and Seller in connection with their 
   respective U.S. Federal, state and local income Tax Returns shall not take 
   any position inconsistent with such allocation (or any adjustment to such 
   allocations).  Any adjustment to the Purchase Price (or the assumed 
   liabilities of the Companies) shall be allocated among the assets of each 
   of the Companies in accordance with Temp. Treas. Reg. S 1.338(b)-3T(d) or 
   Temp. Treas. Reg. S 1.338(b)-3T(e), whichever is applicable.

   <PAGE>

                                   ARTICLE III

                 REPRESENTATIONS AND WARRANTIES OF THE SELLER

   The Seller represents and warrants to the Buyer that the statements 
   contained in this Article III are correct and complete as of the date of 
   this Agreement and will be correct and complete as of the Closing Date (as 
   though made then and as though the Closing Date were substituted for the 
   date of this Agreement throughout this Article III) with respect to itself.
   All information set forth in the Schedules shall be deemed by this reference
   to be set forth in all such other Schedules delivered under this Article 
   III.  Without limiting the generality of the foregoing, the mere listing 
   (or inclusion of a copy) of a document or other item shall not be deemed 
   adequate to disclose an exception to a representation or warranty made 
   herein (unless the representation or warranty has to do with the 
   existence of the document or other item itself).

   SECTION III.1.  Organization of Seller.  Seller is duly organized, validly 
   existing and in good standing under the laws of the State of Delaware.

   SECTION III.2.  Authorization of Transaction.  Seller has the requisite 
   corporate power and authority to execute and deliver this Agreement and to 
   perform its obligations hereunder. This Agreement constitutes the valid and 
   legally binding obligation of the Seller (assuming due authorization, 
   execution and delivery hereof by the Buyer), enforceable in accordance with 
   its terms and conditions, except as the same may be limited by applicable 
   bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
   and similar laws affecting creditors' rights and remedies generally and by 
   general principles of equity (regardless of whether enforcement is sought 
   in a proceeding at law or equity).

   SECTION III.3.  Noncontravention.  Neither the execution and the delivery 
   of this Agreement, nor the consummation of the transactions contemplated 
   hereby, will (A) violate any constitution, Law, injunction, ruling, charge, 
   or other restriction of any Authority to which the Seller is subject, (B) 
   violate any provision of the certificate of incorporation or bylaws of the 
   Seller or (C) conflict with, result in a breach of, constitute a default 
   under, result in the acceleration of, create in any party the right to 
   accelerate, terminate, modify, or cancel, or require any notice under any 
   Contract, lease, license, instrument, or other arrangement to which the 
   Seller is a party or by which it is bound or to which any of its assets 
   are subject, except for any violations or conflicts that, individually or 
   in the aggregate, would not be material to the Companies (taken as a whole),
   impair the ability of the Seller to perform its obligations under this 
   Agreement or prevent the consummation of any of the transactions 
   contemplated hereby.


   SECTION III.4.  Brokers' Fees.  The Seller has no Liability or obligation 
   to pay any fees or commissions to any broker, finder, or agent with respect 
   to the transactions contemplated by this Agreement for which the Buyer 
   could become liable or obligated.

   <PAGE>

   SECTION III.5.  Shares.  The Seller holds of record and owns beneficially 
   all of the Shares, free and clear of any restrictions on transfer (other 
   than any restrictions under the Securities Act and state securities Laws), 
   Taxes, Liens, options, warrants, purchase rights, Contracts, commitments, 
   equities, claims, or demands.  The Seller is not a party to any option, 
   warrant, purchase right, or other Contract or commitment that could require 
   the Seller to sell, transfer, or otherwise dispose of any Shares (other 
   than this Agreement).  The Seller is not a party to any voting trust, 
   proxy, or other agreement or understanding with respect to the voting of 
   any of the Shares.


                                ARTICLE IV

        REPRESENTATIONS AND WARRANTIES OF THE COMPANIES AND THE SELLER

   Each of the Companies and the Seller, jointly and severally hereby 
   represents and warrants to the Buyer that the statements contained in this 
   Article IV are correct and complete as of the date of this Agreement and 
   will be correct and complete as of the Closing Date (as though made then 
   and as though the Closing Date were substituted for the date of this 
   Agreement throughout this Article IV), except as set forth in the Schedules 
   hereto.  All information set forth in the Schedules shall be deemed by this 
   reference to be set forth in all such other Schedules delivered under this 
   Article IV,  An item disclosed in  any Schedule shall be deemed disclosed 
   for purposes of all Schedules.  Without limiting the generality of the 
   foregoing, the mere listing (or inclusion of a copy) of a document or other 
   item shall not be deemed adequate to disclose an exception to a 
   representation or warranty made herein (unless the representation or 
   warranty has to do with the existence of the document or other item itself).


   SECTION IV.1.  Organization, Qualification, and Corporate Power.  Each of 
   the Companies is a corporation duly organized, validly existing, and in 
   good standing under the Laws of its jurisdiction of incorporation.  Each 
   of the Companies is duly authorized to conduct business and is in good 
   standing under the Laws of each jurisdiction where such qualification is 
   required, except where the failure to be so qualified or be in good 
   standing would not be material to the Companies (taken as a whole).  Each of
   the Companies has full corporate power and authority and all licenses, 
   Permits, and authorizations necessary to carry on the business in which it 
   is engaged and to own and use the properties owned and used by it, except 
   where the failure to have such power and authority and hold such licenses, 
   Permits and authorizations would not be material to the Companies (taken as 
   a whole).  The Seller has delivered to the Buyer correct and complete 
   copies of the articles of incorporation and bylaws of each of the Companies 
   (as amended to date).  The minute books (containing the records of meetings 
   of the stockholders, the board of directors, and any committees of the 
   board of directors), the stock certificate books, and the stock record 
   books of each of the Companies are correct and complete in all material
   respects.  None of the Companies is, in any material respect, in default 
   under or in violation of any provision of its articles of incorporation or 
   bylaws.

   <PAGE>

   SECTION IV.2.  Capitalization.

   (a)  The entire authorized capital stock of each of the Companies is set 
   forth on Schedule 4.2.  All of the issued and outstanding Shares have been 
   duly authorized, are validly issued, fully paid, and nonassessable, and are 
   held of record by the Seller. There are no outstanding or authorized 
   options, warrants, purchase rights, subscription rights, conversion rights, 
   exchange rights, or other Contracts or commitments that could require any 
   of the Companies to issue, sell, or otherwise cause to become outstanding 
   any of the Shares.  There are no outstanding or authorized stock 
   appreciation, phantom stock, profit participation, or similar rights with 
   respect to the Shares.  There are no voting trusts, proxies, or other 
   agreements or understandings with respect to the voting of the Shares.

   (b)  The assignments, endorsements, stock powers and other instruments of 
   transfer delivered by the Seller to Buyer at the Closing will be sufficient 
   to transfer the Seller's entire interest, legal and beneficial, in the 
   Shares.  The Seller has full power and authority to convey good and 
   marketable title to all of the Shares, and upon transfer to Buyer of the 
   certificates representing such Shares, Buyer will receive good and 
   marketable title to such Shares, free and clear of all Liens.

   SECTION IV.3.  Noncontravention.  Neither the execution and the delivery 
   of this Agreement, nor the consummation of the transactions contemplated 
   hereby, will (i) violate any constitution, Law, injunction, ruling, charge, 
   or other restriction of any Authority to which any of the Companies or 
   Lamba U.K. is subject or any provision of the articles of incorporation or 
   bylaws of any of the Companies or (ii) conflict with, result in a breach of,
   constitute a default under, result in the acceleration of, create in any 
   party the right to accelerate, terminate, modify, or cancel, or require any 
   notice under any material Contract, lease, license, instrument, or other 
   arrangement to which any of the Companies or Lamba U.K. is a party or by 
   which it is bound or to which any of its assets is subject (or result in 
   the imposition of any Lien upon any of its assets).  Except for filings 
   under the Hart-Scott-Rodino Act, neither the Seller nor any of the Companies
   needs to give any notice to, make any filing with, or obtain any 
   authorization, consent, or approval of any Authority in order for the 
   parties to consummate the transactions contemplated by this Agreement, 
   except for such consents, approvals, orders, authorizations, registrations, 
   declarations, filings, notices or Permits the failure of which to be 
   obtained or made would not be material to the Companies (taken as a whole), 
   impair the ability of the Seller or any of the Companies to perform their 
   respective obligations under this Agreement or prevent the consummation of 
   any of the transactions contemplated thereby.

   SECTION IV.4.  Brokers' Fees.  Except as set forth on Schedule 4.4, neither
   the Seller nor any of the Companies has any Liability or obligation to pay 
   any fees or commissions to any broker, finder, or agent with respect to the 
   transactions contemplated by this Agreement.

   <PAGE>

   SECTION IV.5.  Title to Assets.  Except as set forth on Schedule 4.5 hereto,
   each of the Companies has good and marketable title to, or a valid 
   leasehold or license interest in, the properties and assets used by it, 
   located on its premises, or shown on the Latest Balance Sheet or acquired 
   after the date thereof and that are material to the Companies (taken as a 
   whole), free and clear of all Liens, except for (i) properties and assets 
   disposed of in the Ordinary Course of Business since the date of the Latest 
   Balance Sheet and (ii) Liens that, individually or in the aggregate, are not
   material to the Companies, taken as a whole.

   SECTION IV.6.  Subsidiaries.  None of the Companies has any direct or 
   indirect Subsidiaries, either wholly or partially owned, and none of the 
   Companies holds any direct or indirect economic, voting or management 
   interest in any Person or owns any securities issued by any Person.

   SECTION IV.7.  Financial Statements. Attached hereto as Schedule 4.7 are 
   the following financial statements (collectively the "Financial 
   Statements"): (i) audited consolidated balance sheets and statements of 
   income (including all notes thereto) as of and for the fiscal year ended 
   April 30, 1997 (the "Most Recent Fiscal Year End") for each of the 
   Companies; (ii) unaudited consolidated balance sheets and statements of 
   income (including all notes thereto) as of and for the fiscal year ended 
   April 30, 1995 and 1996; and (iii) unaudited consolidated balance sheets 
   and statements of income (including all notes thereto) (the "Most Recent 
   Financial Statements") as of and for the 9 months ended January 31, 1998 
   (the "Most Recent Fiscal Month End") for each of the Companies. The 
   Financial Statements (including the notes thereto) have been prepared in 
   accordance with GAAP applied on a consistent basis throughout the periods 
   covered thereby and present fairly the financial condition of each of the 
   Companies as of such dates and the results of operations of each of the 
   Companies for such periods. The Seller maintains a separate cash account 
   for each of the Companies (into which the Seller deposits all of the 
   receipts of the Business and out of which the Seller makes all of the 
   disbursements of the Business).

   SECTION IV.8.  Events Subsequent to Latest Balance Sheet.  Except as set 
   forth on Schedule 4.8 hereto, since the date of the Latest Balance Sheet, 
   there has not been any adverse change in the business, financial condition, 
   operations or results of operations of any of the Companies (taken as 
   whole), that, individually or together with other similar events, could 
   reasonably be expected to constitute or cause a Material Adverse Effect on 
   the Companies, taken as a whole.  Without limiting the generality of the 
   foregoing, since that date:

   (a)  none of the Companies has sold, leased, transferred, or assigned any 
   of its material assets, tangible or intangible, other than in the Ordinary 
   Course of Business;

   (b) except purchase orders and sales contracts entered into in the Ordinary 
   Course of Business, none of the Companies has entered into any Contract (or 
   series of related Contracts) involving more than $150,000;

   (c)  no party (including any of the Companies) has accelerated, terminated, 
   modified, or canceled any material Contract (or series of related Contracts)
   to which any of the Companies is a party or by which any of the Companies is
   bound;

   <PAGE>

   (d)  except in the Ordinary Course of Business, none of the Companies has 
   imposed any Lien upon any of its assets, tangible or intangible;

   (e)  except in accordance with the capital expenditure budget provided to 
   the Buyer and as set forth on Schedule 4.8, none of the Companies has made 
   any capital expenditure (or series of related capital expenditures) in an 
   amount in excess of $150,000 either individually or in the aggregate;

   (f)  except in accordance with the capital expenditure budget provided to 
   the Buyer and as set forth on Schedule 4.8, none of the Companies has made 
   any capital investment in, any loan to, or any acquisition of the 
   securities or assets, except in the Ordinary Course of Business (such as, 
   without limitation, the purchase of inventory and supplies), of, any other 
   Person (or series of related capital investments, loans, and acquisitions);

   (g)  none of the Companies has issued any note, bond, or other debt security
   or created, incurred, assumed, or guaranteed any indebtedness for borrowed 
   money or capitalized lease obligation involving more than $150,000 either 
   individually or in the aggregate;

   (h)  none of the Companies has delayed or postponed the payment of any 
   material accounts payable or other Liabilities outside the Ordinary Course 
   of Business;

   (i)  none of the Companies has canceled, compromised, waived, or released 
   any right or claim (or series of related rights and claims) either 
   involving more than $150,000 or outside the Ordinary Course of Business;

   (j)  none of the Companies has granted any license or sublicense of any 
   rights under or with respect to any Intellectual Property;

   (k)  there has been no change made or authorized in the articles of 
   incorporation or bylaws of any of the Companies;

   (l)  none of the Companies has issued, sold, or otherwise disposed any of 
   its capital stock, or granted any options, warrants, or other rights to 
   purchase or obtain (including upon conversion, exchange, or exercise) any 
   of its capital stock;

   (m)  none of the Companies has declared, set aside, or paid any dividend 
   or made any distribution with respect to its capital stock (whether in cash 
   or in kind) or redeemed, purchased, or otherwise acquired any of its capital
   stock, or otherwise made any payments or dispositions of the Companies' cash
   outside of the Ordinary Course of Business; provided, that Seller shall be 
   entitled to withdraw substantially all monies from the Companies' cash 
   accounts immediately prior to the Closing Date.


   (n)  none of the Companies has experienced any damage, destruction, or loss 
   (whether or not covered by insurance) to its property that is material to 
   the Companies (taken as a whole);

   (o)  except as identified on Schedule 4.8, none of the Companies has made 
   any loan to, or entered into any other transaction with, any of its 
   directors, officers, employees or Affiliates;

   <PAGE>

   (p)  other than in the Ordinary Course of Business, none of the Companies 
   has entered into any employment Contract or collective bargaining agreement 
   or modified the terms of any existing such Contract or agreement;

   (q)  other than in the Ordinary Course of Business, none of the Companies 
   has granted any increase in the base compensation of any of its directors 
   or officers, or made any other change in employment terms for any of its 
   directors, officers, and employees or, except for wage and salary increases 
   made in the Ordinary Course of Business, increased the compensation of any 
   other employee of any of the Companies;

   (r)  none of the Companies has adopted, amended, modified, or terminated 
   any bonus, profit-sharing, incentive, severance, or other plan, Contract, 
   or commitment for the benefit of any of its directors or officers (or 
   taken any such action with respect to any other Employee Benefit Plan);

   (s)  none of the Companies has made or pledged to make any charitable or 
   other capital contribution outside the Ordinary Course of Business; and

   (t)  none of the Companies has committed to any of the foregoing.

   SECTION IV.9.  Undisclosed Liabilities.   None of the Companies has any 
   material Liability (and, to the Knowledge of the Companies and the Sellers, 
   there is no basis for any present or future action, suit, proceeding, 
   hearing, investigation, charge, complaint, claim, or demand against any of 
   the Companies giving rise to any material Liability), except for (i) 
   Liabilities which are reflected, reserved or disclosed in the Latest 
   Balance Sheet and (ii) Liabilities which have arisen after the date of 
   the Latest Balance Sheet in the Ordinary Course of Business.

   SECTION IV.10.  Legal Compliance.  Except as set forth on Schedule 4.10, 
   each of the Companies and their respective predecessors and Affiliates have 
   complied in all material respects with all applicable Laws, and no action, 
   suit, proceeding, hearing, investigation, charge, complaint, claim, demand, 
   or notice has been filed or commenced against any of them alleging any 
   failure to so  comply.


   SECTION IV.11.  SEC Compliance.  The Seller and the Companies have complied 
   with all applicable provisions of the Securities Act and the Securities 
   Exchange Act and with all SEC regulations and have filed and registered 
   all forms, agreements, securities and documents required by Law and by the 
   regulations promulgated by the SEC, including, but not limited to, all 
   required registration statements, proxy statements, annual and quarterly 
   reports and all other necessary filings except to the extent such failure 
   to comply would not be material to the Companies (taken as a whole).  To 
   the Knowledge of the Companies and the Seller, no action, suit, proceeding, 
   hearing, investigation, charge, complaint, claim, demand, or notice has 
   been filed or commenced against any of them alleging any failure so to 
   comply.

   <PAGE>

   SECTION IV.12.  Tax Matters.

   (a)  Each of the Companies has duly and timely filed (taking into account 
   all valid extensions of filing dates) all Tax Returns that it has been 
   required to file for all periods through and including the Closing Date.  
   All such Tax Returns were correct and complete in all material respects.  
   All material Taxes owed by any of the Companies (whether or not shown on 
   any Tax Return) have been timely paid, except for Taxes being contested 
   in good faith by appropriate proceedings and for which adequate reserves 
   have been established in accordance with GAAP.  None of the Companies 
   currently is the beneficiary of any extension of time within which to file 
   any Tax Return.  Each of the Companies has maintained an adequate provision 
   for, and adequate funds to pay Taxes payable for such Company as of January 
   31, 1998, and such provision and funds (as adjusted for the passage of time 
   through the Closing Date in accordance with the past custom and practices 
   of each of the Companies in filing their respective Tax Returns) will be 
   adequate for Taxes payable by such Company as of the Closing Date.  No 
   claim has ever been made by an Authority in a jurisdiction where any Company
   does not pay Taxes or file Tax Returns that it is or may be subject to 
   taxation by that jurisdiction.  There are no Liens on any of the assets of 
   any of the Companies that arose in connection with any failure (or alleged 
   failure) to pay any Tax. 

   (b) Except as set forth on Schedule 4.12, none of the Tax Returns that 
   include the operations of the Companies has ever been audited or 
   investigated by any taxing Authority, and, to the Knowledge of the 
   Companies and the Seller no fact exists which would constitute grounds for 
   the assessment of any additional material Taxes by any taxing Authority with
   respect to the taxable years covered in such Tax Returns. To the Knowledge 
   of the Companies and the Seller, no issues have been raised in any 
   examination by any taxing Authority with respect to the businesses and 
   operations of the Companies which, by application of similar principals, 
   reasonably could be expected to result in a proposed adjustment to the 
   Liability for material Taxes for any other period not so examined.  To 
   the Knowledge of the Company and the Seller, neither the Companies nor 
   the Seller has received, or expects to receive, from any taxing Authority 
   any written notice of a proposed adjustment, deficiency, underpayment of 
   Taxes or any other such notice which has not been satisfied by payment or 
   been withdrawn, and no claims have been asserted relating to such Taxes 
   against the Companies.


   (c)  Schedule 4.12 lists all federal, state, local, and foreign income Tax 
   Returns filed with respect to each of the Companies for taxable periods for 
   which the applicable statute of limitations has not expired.  The Seller has
   delivered to the Buyer correct and complete copies of all federal, state, 
   local and foreign income Tax Returns, examination reports, and statements 
   of deficiencies assessed against or agreed to by each of the Companies for 
   taxable periods for which the applicable statue of limitations has not 
   expired.  None of the Companies has waived any statute of limitations in 
   respect of Taxes or agreed to any extension of time with respect to a Tax 
   assessment or deficiency.

  <PAGE>

   (d) To the Knowledge of the Companies and the Seller, neither the Seller 
   nor any of the Companies (i) expects any Authority to assess any material 
   additional Taxes for any period for which Tax Returns have been filed or 
   has received from any taxing Authority any written notice of a proposed 
   adjustment, deficiency, underpayment of Taxes or any other such notice 
   which has not been satisfied by payment or been withdrawn, and no claims 
   have been asserted relating to such Taxes against any of the Companies.

   (e)  Each of the Companies has withheld and paid all material Taxes 
   required to have been withheld and paid in connection with amounts paid or 
   owing to any employee, independent Contractor, creditor, stockholder, or 
   other third party.

   (f)  None of the Companies has filed a consent to the application of 
   Section 341(f) of the Code.

   (g)  None of the Companies will be required, as a result of (i) a change 
   in accounting method for a Tax period beginning on or before the Closing 
   Date, to include any adjustment under Section 481(c) of the Code (or any 
   corresponding provision of state, local or foreign Tax Law) in taxable 
   income for any Tax period beginning on or after the Closing Date, or (ii) 
   any "closing agreement," as described in Section 7121 of the Code (or 
   any corresponding provision of state, local or foreign Tax Law), to 
   include any item of income in or exclude any item of deduction from any 
   Tax period beginning on or after the Closing Date. 

   (h)  None of the Companies has made any payments, is obligated to make 
   any payments or is a party to any agreement that under certain circumstances
   could obligate it to make any "excess parachute payment" as defined in 
   Section 280G of the Code (without regard to subsection (b)(4) thereof) any 
   payments that will not be deductible under Section 280G or Section 162(m) 
   of the Code.

   (i)  None of the Companies has been a United States real property holding 
   corporation within the meaning of Section 897(c)(2) of the Code during the 
   applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

   (j)  None of the Companies is a party to any Tax allocation or sharing 
   agreement.  None of the Companies is subject to any joint venture, 
   partnership or other arrangement or Contract which is treated as a 
   partnership for federal income Tax purposes.

   (k)   None of the assets of the Companies constitutes tax-exempt bond 
   financed property or tax-exempt use property within the meaning of 
   Section 168 of the Code, and none of the assets reflected on the 
   Financial Statements is subject to a lease, safe harbor lease or other 
   arrangement as a result of which none of the Companies is treated as 
   the owner for federal income Tax purposes.

   (l)  Seller is not a "foreign person" as defined in Section 1445(f)(3) 
   of the Code.

   <PAGE>

   (m) Except as set forth on Schedule 4.12, none of the Companies (A) has 
   been a member of an Affiliated Group filing a consolidated federal income 
   Tax Return or (B) has any Liability for the Taxes of any Person (other 
   than the Company) under Treas. Reg. S1.1502-6 (or any similar provision of 
   state, local, or foreign Law), as a transferee or successor, by Contract, 
   or otherwise.

   SECTION IV.13.  Real Property.

   (a)  Schedule 4.13(a) lists and describes briefly all real property that 
   each of the Companies owns (the "Owned Property").  Except as set forth on 
   Schedule 4.13(a) with respect to each such parcel of Owned Property:

   (i)  the identified owner has good and marketable title to the parcel of 
   Owned Property, free and clear of all Liens, easements, covenants, or other 
   restrictions, except for installments of special assessments of real estate 
   Taxes not yet delinquent and recorded easements, covenants, and other 
   restrictions which do not impair the current use, occupancy, or value, or 
   the marketability of title, of the property subject thereto; other than 
   Liens, easements, covenants, or other restrictions that would not be 
   material to the Companies (taken as a whole);

   (ii) there are no pending or, to the Knowledge of the Companies and the 
   Seller, threatened condemnation proceedings, lawsuits, or administrative 
   actions relating to the property which are reasonably likely to have a 
   Material Adverse Effect on the current use, occupancy or value thereof;

   (iii) To the Knowledge of the Seller and the Companies, all facilities 
   have received all approvals of governmental Authorities (including licenses 
   and Permits) required in connection with the ownership or operation thereof 
   except where the failure to obtain such approvals would not be material to 
   the Companies (taken as a whole) and have been operated and maintained in 
   accordance with applicable Laws, rules, and regulations in all material 
   respects;

   (iv)  there are no material leases, subleases, licenses, concessions, or 
   other Contracts granting to any party or parties the right of use or 
   occupancy of any portion of the parcel of Owned Property;

   (v)  there are no outstanding unrecorded options or rights of first refusal 
   to purchase any Owned Property, or any portion thereof or interest therein;

   (vi)  there are no parties (other than the Companies and the Seller) in 
   possession of any Owned Property; and

   (vii)  all facilities located on the parcels of Owned Property are supplied 
   with utilities and other services necessary for the current operation of 
   such facilities in the Ordinary Course of Business, including gas, 
   electricity, water, telephone, sanitary sewer, and storm sewer;

   <PAGE>

   (b)  Schedule 4.13(b) lists and describes briefly all real property 
   leased or subleased to each of the Companies providing for lease or other 
   payments thereunder in excess of $150,000  per annum (the "Leased 
   Property").  The Seller has delivered to the Buyer correct and complete 
   copies of the leases and subleases and other agreements for occupancy, 
   including all amendments, extensions and other modifications thereto 
   ("Leases") with respect to each Leased Property, as listed in Schedule 
   4.13(b) (as amended to date).  Except as set forth on Schedule 4.13(b), 
   with respect to each Lease:

   (i)  the Lease is legal, valid, binding, enforceable against the Seller or 
   the Companies (as applicable), and in full force and effect, except as the 
   same may be limited by applicable bankruptcy, insolvency, fraudulent 
   conveyance, reorganization, moratorium and similar laws affecting 
   creditors' rights and remedies generally and by general principles of 
   equity (regardless of whether enforcement is sought in a proceeding at law 
   or equity);

   (ii)  the Lease will be legal, valid, binding, enforceable, and in full 
   force and effect on identical terms immediately following the consummation 
   of the transactions contemplated hereby;

   (iii)  no party to the Lease is in breach or default  in any material 
   respect, and to the Knowledge of the Companies and the Seller, no event 
   has occurred which, with notice or lapse of time, would constitute a breach 
   or default or permit termination, modification, or acceleration thereunder;

   (iv)  no party to the Lease has repudiated any material provision thereof;

   (v)  there are no material disputes, oral agreements, or forbearance 
   programs in effect as to the Lease;

   (vi) none of the Companies has assigned, transferred, conveyed, mortgaged, 
   deeded in trust, or encumbered in any material respect any interest in the 
   leasehold or subleasehold;

   (vii)  all facilities leased or subleased thereunder have received all 
   material approvals of governmental Authorities (including licenses and 
   permits) required in connection with the operation thereof ; and

   (viii)  all facilities leased or subleased thereunder are supplied with 
   utilities and other services necessary for the operation of said facilities 
   in the Ordinary Course of Business.

   SECTION IV.14.  Intellectual Property.

   (a)  Each of the Companies owns or has the right to use pursuant to Contract
   all Intellectual Property necessary for the operation of the Business as 
   presently conducted and proposed to be conducted.  Each such item of 
   Intellectual Property owned or used by each of the Companies immediately 
   prior to the Closing hereunder will be owned or available for use by such 
   Company on identical terms and conditions immediately subsequent to the 
   Closing hereunder.  Each of the Companies has taken all necessary action to 
   maintain and protect each item of Intellectual Property that it owns or 
   uses, except where the failure to take such action would not be material to 
   the Companies (taken as a whole).

   <PAGE>

   (b) Except as disclosed on Schedule 4.14(b), none of the Companies has 
   interfered with, infringed upon, misappropriated, or otherwise come into 
   conflict with any Intellectual Property rights of third parties in any 
   material respect, and the Companies and the Seller have no Knowledge of any 
   charge, complaint, claim, demand, or notice alleging any such interference, 
   infringement, misappropriation, or violation (including any claim that any 
   of the Companies must license or refrain from using any Intellectual 
   Property rights of any third party), except for such interference, 
   infringements, misappropriations, conflicts, charges, complaints, claims, 
   demands and notices that would not be material to the Companies (taken as a 
   whole).  Except as disclosed on Schedule 4.14(b), to the Knowledge of the 
   Companies and the Seller, no third party has interfered with, infringed 
   upon, misappropriated, or otherwise come into conflict with any 
   Intellectual Property rights of any of the Companies.

   (c)  Schedule 4.14(c) identifies each patent or registration which has 
   been issued to each of the Companies with respect to any of its 
   Intellectual Property, identifies each pending patent application or 
   application for registration which each of the Companies has made with 
   respect to any of its Intellectual Property, and identifies each Contract 
   which each of the Companies has granted to any third party with respect 
   to any of its Intellectual Property (together with any exceptions).  The 
   Seller has delivered to the Buyer correct and complete copies of all such 
   patents, registrations, applications and Contracts (as amended to date) and 
   has made available to the Buyer correct and complete copies of all other 
   written documentation evidencing ownership and prosecution (if applicable) 
   of each such item.  Schedule 4.14(c) also identifies each  trade name or 
   unregistered trademark used by each of the Companies in connection with the 
   Business. Schedule 4.14(c) also identifies each material software program 
   owned by the Companies, and the Seller has delivered to the Buyer all source
   and object code and documentation for or relating to such software programs.
   Except as disclosed on Schedule 4.14(c), with respect to each item of 
   Intellectual Property required to be identified in Schedule 4.14(c):


   (i)  each of the Companies possesses all right, title, and interest in and 
   to the item, free and clear of any Lien, license, or other restriction, 
   except for such other Liens, licenses or other restrictions that would not 
   be material to the Companies (taken as a whole);

   (ii)  the item is not subject to any outstanding injunction, judgment, 
   order, decree, ruling, or charge;

   (iii)  no action, suit, proceeding, hearing, investigation, charge, 
   complaint, claim, or demand is pending or, to the Knowledge of the 
   Companies and the Seller, is threatened which challenges the legality, 
   validity, enforceability, use, or ownership of the item; and

   (iv)  none of the Companies has ever agreed to indemnify any Person for 
   or against any interference, infringement, misappropriation, or other 
   conflict with respect to the item.

   (v) the Seller has not abandoned any of the U.S. registered trademarks 
   set forth on Schedule 4.14(c).

   <PAGE>

   (d)  Schedule 4.14(d) identifies each material item of Intellectual 
   Property that any third party owns and that each of the Companies uses 
   pursuant to any Contract.  The Seller has delivered to the Buyer correct 
   and complete copies of all such Contracts (as amended to date). Schedule 
   4.14(d) also identifies each material Contract providing for support or 
   maintenance of software used by the Companies.  Except as set forth on 
   Schedule 4.14(d), with respect to each item of Intellectual Property 
   required to be identified in Schedule 4.14(d):

   (i)  the Contract covering the item is legal, valid, binding, enforceable, 
   and in full force and effect, except as the same may be limited by 
   applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, 
   moratorium and similar laws affecting creditors' rights and remedies 
   generally and by general principles of equity (regardless of whether 
   enforcement is sought in a proceeding at law or equity);

   (ii)  the Contract will be legal, valid, binding, enforceable, and in 
   full force and effect on identical terms immediately following the 
   consummation of the transactions contemplated hereby;

   (iii)  no party to the Contract is in breach or default in any material 
   respect, and to the Knowledge of the Companies and the Seller, no event 
   has occurred which with notice or lapse of time would constitute a breach 
   or default or permit termination, modification, or acceleration thereunder;


   (iv)  no party to the Contract has repudiated any material provision of 
   such Contract;

   (v)  to the Knowledge of the Companies and the Seller, the underlying item 
   of Intellectual Property is not subject to any outstanding injunction, 
   judgment, order, decree, ruling, or charge that would be material to the 
   Companies (taken as a whole);

   (vi)  no action, suit, proceeding, hearing, investigation, charge, 
   complaint, claim, or demand is pending or, to the Knowledge of the 
   Companies and the Seller, is threatened, which challenges the legality, 
   validity, or enforceability of the underlying item of Intellectual 
   Property; and

   (vii)  none of the Companies has granted any sublicense or similar 
   right with respect to the Contract.

   (e)  To the Knowledge of the Companies and the Seller and except as set 
   forth on Schedule 4.14(b), none of the Companies will interfere with, 
   infringe upon, misappropriate, or otherwise come into conflict with, any 
   Intellectual Property rights of third parties (including but not limited 
   to the failure of Silencio to obtain the requisite permission or license 
   for the use of trademarks and service marks from any third party) as a 
   result of the continued operation of its Business as presently conducted, 
   except for such interference, infringements, misappropriations or conflicts 
   that would not be material to the Companies (taken as a whole).

   <PAGE>

   (f)  None of the Companies and the Seller have any Knowledge of any new 
   products, inventions, procedures, or methods of manufacturing or processing 
   that any competitors or other third parties have developed which would 
   reasonably be expected to supersede or make obsolete any product or process 
   of any of the Companies.

   (g)  The Companies have (i) undertaken a review and assessment of all 
   areas within their business and operations that could be materially  
   adversely affected by the "Year 2000 Problem" (that is, the risk that 
   computer applications used by the Companies may be unable to recognize and 
   properly perform date-sensitive functions involving dates prior to and any 
   date after December 31, 1999), (ii) developed a plan and time line for 
   addressing the Year 2000 Problem on a timely basis, and (iii) to date, 
   implemented that plan in accordance with that timetable.  The Companies 
   reasonably anticipate that all computer applications that are material to 
   the Companies' business and operations will on a timely basis be able to 
   record, store, process, manage, specify or print dates falling on or after 
   January 1, 2000 substantially in the same manner, and with substantially 
   the same functionality, accuracy, data integrity and performance as such 
   computer applications record, store, process, manage, specify and print 
   dates falling on or before December 31, 1999 (that is, be "Year 2000 
   Compliant").


   SECTION IV.15.  Assets of the Companies.  Each of the Companies owns or 
   leases all buildings, machinery, equipment, and other assets necessary for 
   the conduct of its Business as presently conducted and as presently proposed
   to be conducted.  Each such asset is free from defects (patent and latent), 
   has been maintained in accordance with normal industry practice, is in good 
   operating condition and repair (subject to normal wear and tear), and is 
   suitable for the purposes for which it presently is used and presently is 
   proposed to be used, except where the existence of such defects, failure 
   to maintain, condition and repair, or suitability would not be material to 
   the Companies (taken as a whole).  The assets of the Companies at the 
   Closing, when taken together with the Lamba Assets and the Transition 
   Services Agreement will be sufficient in all material respects to permit 
   the Buyer to operate the Business as currently conducted and as proposed 
   to be conducted.

   SECTION IV.16.  Inventory.  The inventory of each of the Companies 
   consists of raw materials and supplies, manufactured and purchased parts, 
   goods in process, and finished goods, all of which is merchantable in 
   all material respects and fit in all material respects for the purpose for 
   which it was procured or manufactured, subject only to the reserve for 
   inventory writedown which is reflected on a net basis in inventory on 
   the face of the Latest Balance Sheet, as adjusted for the passage of time 
   through the Closing Date in the Ordinary Course of Business.

   SECTION IV.17.  Contracts.  Except for purchase orders and sales contracts 
   entered into in the Ordinary Course of Business, Schedule 4.17 lists the 
   following Contracts and other agreements to which each of the Companies 
   is a party:

   <PAGE>

   (a)  any material Contract (or group of related Contracts) that requires 
   the consent of any person in connection with the execution of this 
   Agreement and the transactions contemplated thereby;

   (b)  any Contract (or group of related Contracts) for the lease of personal 
   property to or from any Person providing for lease payments in excess of 
   $150,000 per annum;

   (c)  any Contract (or group of related Contracts) for the purchase or sale 
   of raw materials, commodities, supplies, products, or other personal 
   property, or for the furnishing or receipt of services, the performance of 
   which will, result in a loss to any of the Companies, or involve 
   consideration in excess of $150,000;

   (d)  any capitalized lease, pledge, conditional sale or title retention 
   agreement involving the payment of more than $150,000 in the aggregate; 

   (e)    any Contract creating a partnership or joint venture;

   (f)  any Contract with a sales representative, manufacturer's 
   representative, distributor, dealer, broker, sales agency, advertising 
   agency or other Person engaged in sales, distributing or promotional 
   activities, or any agreement to act as one of the foregoing on behalf of 
   any Person the performance of which will involve consideration in excess 
   of $150,000;


   (g)  any Contract (or group of related Contracts) under which it has 
   created, incurred, assumed, or guaranteed any indebtedness for borrowed 
   money, or any capitalized lease obligation, or under which it has imposed 
   a Lien on any of its material assets, tangible or intangible;

   (h)  any Contract pursuant to which any of the Companies has made or will 
   make loans or advances, or has or will have incurred debts or become a 
   guarantor or surety or pledged its credit on or otherwise become responsible
   with respect to any undertaking of another Person (except for the 
   negotiation or collection of negotiable instruments in transactions in the 
   Ordinary Course of Business);

   (i)  any mortgage, indenture, note, bond or other agreement evidencing 
   indebtedness incurred or provided by any of the Companies;

   (j)  any Contract concerning confidentiality or noncompetition or otherwise 
   prohibiting any of the Companies from freely engaging in any business;

   (k)  any Contract with the Seller or any Affiliate thereof (other than 
   standard purchase and sale agreements between the Companies and their 
   Affiliates);

   (l)  any profit sharing, stock option, stock purchase, stock appreciation, 
   deferred compensation, severance, or other plan or arrangement for the 
   benefit of its current or former directors, officers, and employees;

   (m)  any Contract involving a governmental body the performance of which 
   will involve consideration in excess of $150,000;

   <PAGE>

   (n)  any collective bargaining agreement;

   (o)  any Contract for the employment of any individual on a full-time, 
   part-time, consulting, or other basis providing annual compensation in 
   excess of $100,000 or providing severance benefits;

   (p)  any Contract, whether or not fully performed, relating to any 
   acquisition or disposition of any of the Companies or any predecessor in 
   interest or any acquisition or disposition of any subsidiary, division, 
   line of business, or real property of any of the Companies;

   (q)  any Contract under which it has advanced or loaned any amount to 
   any of its directors, officers, and employees;

   (r)  any Contract under which the consequences of a default or 
   termination could have a Material Adverse Effect on the Business;


   (s)  any other Contract (or group of related Contracts) the performance 
   of which involves consideration in excess of $150,000;

   (t)  any Material Contract between each of the Companies, on the one hand, 
   and the Seller and any Seller affiliate (other than any of the Companies) 
   on the other hand;

   (u)  any commitment to do any of the foregoing described in clauses (a) 
   through (t).

   The Seller has delivered to the Buyer a correct and complete copy of each 
   written Contract listed in Schedule 4.17 (as amended to date) and a written 
   summary setting forth the material terms and conditions of each oral 
   Contract referred to in Schedule 4.17.  With respect to each such Contract: 
   (A) the Contract is legal, valid, binding, enforceable, and in full force 
   and effect, except as the same may be limited by applicable bankruptcy, 
   insolvency, fraudulent conveyance, reorganization, moratorium and similar 
   laws affecting creditors' rights and remedies generally and by general 
   principles of equity (regardless of whether enforcement is sought in a 
   proceeding at law or equity); (B) the Contract will continue to be legal, 
   valid, binding, enforceable, and in full force and effect on identical terms
   immediately following the consummation of the transactions contemplated 
   hereby; (C) to the Knowledge of the Companies and the Seller, no party is 
   in breach or default, and no event has occurred which with notice or lapse 
   of time would constitute a breach or default, or permit termination, 
   modification, or acceleration, under the Contract; and (D) no party has 
   repudiated any material provision of the Contract.

   <PAGE>

   SECTION IV.18.  Notes and Accounts Receivable.  All material notes and 
   Accounts Receivable of each of the Companies are reflected properly on their
   respective books and records and are valid receivables subject to no 
   material setoffs or to the Knowledge of the Companies and the Sellers, 
   counterclaims. In the event the Companies use the same collection efforts 
   following the Closing as prior to the Closing, the Seller believes that 
   such notes and Accounts Receivable will be collected in accordance with 
   their terms at their recorded amounts, subject only to the reserve for bad 
   debts set forth on the face of the Latest Balance Sheet. as adjusted for 
   operations and transactions through the Closing Date in the Ordinary 
   Course of Business.

   SECTION IV.19.  Powers of Attorney.  There are no outstanding powers of 
   attorney executed on behalf of any of the Companies that are material to 
   the Companies (taken as a whole).

   SECTION IV.20.  Insurance.  Schedule 4.20 sets forth the following 
   information with respect to each insurance policy (including policies 
   providing property, casualty, Liability, and workers' compensation coverage 
   and bond and surety arrangements) to which each of the Companies is a 
   party, a named insured, or otherwise the beneficiary of coverage:

   (ai  the name, address, and telephone number of the agent;
   
   (bi  the name of the insurer, the name of the policyholder, and the name 
   of each covered insured; and


   (ci  the policy number and the period of coverage;

   <PAGE>

   The Companies or Seller have provided to Buyer a copy of each of the 
   policies described on Schedule 4.20.  With respect to each such insurance 
   policy:  (A) the policy is legal, valid, binding, enforceable, and in full 
   force and effect, except as the same may be limited by applicable 
   bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium 
   and similar laws affecting creditors' rights and remedies generally and to 
   general principles of equity (regardless of whether enforcement is sought 
   in a proceeding at law or equity); (B) the policy will continue to be 
   legal, valid, binding, enforceable, and in full force and effect (subject 
   to the qualifications noted in Clause (A) above) on identical terms 
   immediately following the consummation of the transactions contemplated 
   hereby; (C) neither any of the Companies nor to the Knowledge of the 
   Companies and the Seller, any other party to the policy is in breach or 
   default (including with respect to the payment of premiums or the giving of 
   notices), and no event has occurred which, with notice or the lapse of time,
   would constitute such a breach or default, or permit termination, 
   modification, or acceleration, under the policy; and (D) to the Knowledge 
   of the Companies and the Seller, no event has occurred which, with notice 
   or lapse of time, would result in retroactive increases in premiums; and 
   (E) no party to the policy has repudiated any material provision thereof.  
   Each of the Companies is covered by insurance in scope and amount customary 
   and reasonable for the business in which it has engaged. Schedule 4.20 
   describes any self-insurance arrangements affecting each of the Companies.  
   Schedule 4.20 sets forth known claims, if any, made against each of the 
   Companies that are covered by insurance.  Such claims have been disclosed 
   to the appropriate insurance companies and are being defended by such 
   appropriate insurance companies.  Except as set forth on Schedule 4.20, no 
   claims have been denied coverage during the last three years.

   SECTION IV.21.  Litigation.  Schedule 4.21 sets forth each instance in 
   which each of the Companies (i) is subject to any outstanding injunction, 
   judgment, order, decree, ruling, or charge of any Authority or (ii) is a 
   party or, to the Knowledge of the Companies and the Seller, is threatened 
   to be made a party to any action, suit, proceeding, hearing, or 
   investigation of, in, or before any Authority, including with respect to 
   any material Liability arising out of any injury to individuals or property 
   as a result of the ownership, possession, or use of any product 
   manufactured, sold, leased, or delivered by any of the Companies. Neither 
   the Companies nor the Seller believes that any of the actions, suits, 
   proceedings, hearings, and investigations set forth in Schedule 4.21 will 
   result in any Material Liability to the Companies (taken as a whole). None 
   of the Companies or the Seller have any Knowledge of any matter that would 
   cause them to believe that any such action, suit, proceeding, hearing, or 
   investigation may be brought or threatened against any of the Companies.

   <PAGE>

   SECTION IV.22.  Product Warranty.  Each product manufactured, sold, leased, 
   or delivered by each of the Companies has been in conformity in all 
   material respects with all applicable contractual commitments and all 
   express and implied warranties, and none of the Companies has any material 
   Liability for replacement or repair thereof or other damages in connection 
   therewith, subject only to the reserve for product warranty claims set forth
   on the face of the Latest Balance Sheet as adjusted for operations and 
   transactions through the Closing Date in the Ordinary Course of Business.  
   No product manufactured, sold, leased, or delivered by any of the Companies 
   is subject to any guaranty, warranty, or other indemnity beyond the 
   applicable standard terms and conditions of sale or lease other than which 
   would not be material to the Companies, taken as a whole.  Schedule 4.22 
   includes copies of the standard terms and conditions of sale or lease for 
   each of the Companies (containing applicable guaranty, warranty, and 
   indemnity provisions).

   SECTION IV.23.  Employees.  Schedule 4.23 contains a true, complete and 
   accurate list of the names, titles, annual compensation and all bonuses and 
   similar payments made with respect to each such individual for the current 
   and preceding fiscal years for all directors, officers and employees of each
   of the Companies whose annual compensation, including any bonuses, equals 
   or exceeds $100,000 (collectively, the "Employees").  To the Knowledge of 
   the Companies and the Seller, no executive, key employee, or group of 
   employees has any plans to terminate employment with any of the Companies.  
   None of the Companies is a party to or bound by any collective bargaining 
   agreement, nor has it experienced any strikes, grievances, claims of unfair 
   labor practices, or other collective bargaining disputes.  To the Knowledge 
   of the Companies and the Seller,  none of the Companies has committed any 
   unfair labor practice.  To the Knowledge of the Companies and the Seller, 
   there is no organizational effort presently being made or threatened by or 
   on behalf of any labor union with respect to employees of any of the 
   Companies.  None of the Companies has engaged in any plant closing or 
   employee layoff activities that would violate or require notification 
   pursuant to, the Worker Adjustment Retraining and Notification Act of 1988, 
   as amended, or any similar state, local or foreign plant closing or mass 
   layoff statute, rule or regulation.

   SECTION IV.24.  Employee Benefits.

   (ai  General.  Except as set forth on Schedule 4.24(a), none of the 
   Companies is a party to, participates in or has any Liability or contingent 
   Liability with respect to:

   (iA  any Employee Welfare Benefit Plan or Employee Pension Benefit Plan, 
   other than a Multiemployer Plan; 

   (iiA  any retirement or deferred compensation plan, incentive compensation 
   plan, stock plan,  unemployment compensation plan, vacation pay, severance 
   pay, bonus or benefit arrangement, insurance or hospitalization program or 
   any other fringe benefit arrangements for any current or former employee, 
   director, consultant or agent, whether pursuant to Contract, arrangement, 
   custom or informal understanding, which does not constitute an employee 
   benefit plan (as defined in section 3(3) of ERISA); or 

   (iiiA  any employment agreement.

   <PAGE>

   (bi  Plan Documents and Reports.  Except as set forth on Schedule 4.24(b), 
   a true and correct copy of each of the plans, arrangements, and agreements 
   listed on Schedule 4.24(a) (referred to hereinafter as "Employee Benefit 
   Plans"), and all Contracts relating thereto, or to the funding thereof, 
   including, without limitation, all trust agreements, insurance Contracts, 
   administration Contracts, investment management agreements, subscription 
   and participation agreements, and recordkeeping agreements, each as in 
   effect on the date hereof, has been made available to the Buyer.  In the 
   case of any Employee Benefit Plan which is not in written form, the Buyer 
   has been supplied with an accurate description of such Employee Benefit 
   Plan as in effect on the date hereof.  A true and correct copy of the most 
   recent annual report, actuarial report, accountant's opinion of the plan's 
   financial statements, summary plan description and Internal Revenue Service 
   determination letter with respect to each Employee Benefit Plan, to the 
   extent applicable, and a current schedule of assets (and the fair market 
   value thereof assuming liquidation of any asset which is not readily 
   tradable) held with respect to any funded Employee Benefit Plan has been 
   supplied to the Purchasers, and, to the Knowledge of the Companies and the 
   Seller, there have been no material changes in the financial condition in 
   the respective plans from that stated in the annual reports and actuarial 
   reports supplied.

   (ci  Compliance with Employee Benefit Laws; Liabilities.  As to all 
   Employee Benefit Plans, except as set forth on Schedule 4.24(c):

   (iA All Employee Benefit Plans comply and have been administered in form 
   and in operation in all material respects with all applicable requirements 
   of Law, and, to the Knowledge of the Companies and the Seller,  no event 
   has occurred which will or could cause any such Employee Benefit Plan to 
   fail to comply in all material respects with such requirements and no 
   notice has been issued by any governmental Authority questioning or 
   challenging such compliance. 

   (iiA  To the Knowledge of the Companies and the Seller, all Employee 
   Benefit Plans which are employee pension benefit plans comply in all 
   material respects in form and in operation with all applicable requirements 
   of sections 401(a) and 501(a) of the Code; there have been no amendments 
   to such plans which are not the subject of a favorable determination letter 
   issued with respect thereto by the Internal Revenue Service; and no event 
   has occurred which will or could give rise to disqualification of any such 
   plan under such sections.

   (iiiA  None of the assets of any Employee Benefit Plan is invested in 
   employer securities or employer real property.

   (ivA To the Knowledge of the Companies and the Seller, there have been no 
   "prohibited transactions" (as described in section 406 of ERISA or section 
   4975 of the Code) with respect to any Employee Benefit Plan and none of 
   the Companies has engaged in any prohibited transaction.

   (vA To the Knowledge of the Companies and the Seller,  there have been no 
   acts or omissions which have given rise to or may give rise to any material 
   fines, penalties, taxes or related charges under section 502 of ERISA or 
   Chapters 43, 47, 68 or 100 of the Code for which any of the Companies may 
   be liable.

   <PAGE>

   (viA  None of the payments contemplated by the Employee Benefit Plans 
   would, in the aggregate, constitute excess parachute payments (as defined 
   in section 280G of the Code (without regard to subsection (b)(4) thereof)).

   (viiA There are no actions, suits or claims (other than routine claims for 
   benefits) pending or, to the Knowledge of the Companies and the Seller,  
   threatened involving any Employee Benefit Plan or the assets thereof and no 
   facts exist which could give rise to any material actions, suits or claims 
   (other than routine claims for benefits).

   (viiiA  There are no Employee Benefit Plans that are subject to the 
   provisions of Title IV of ERISA.

   (ixA Each Employee Benefit Plan which constitutes a "group health plan" 
   (as defined in section 607(1) of ERISA or section 4980B(g)(2) of the Code), 
   including any plans of current and former affiliates which must be taken 
   into account under sections 4980B and 414(t) of the Code or section 601 of 
   ERISA, has been operated in compliance in all respects with applicable Law, 
   (except to the extent that such noncompliance would not be material to the 
   Companies (taken as a whole)), including coverage requirements of section 
   4980B of the Code and section 601 of ERISA to the extent such requirements 
   are applicable.

   (xA  None of the Companies has any Liability or contingent Liability for 
   providing, under any Employee Benefit Plan or otherwise, any post-retirement
   medical or life insurance benefits, other than statutory Liability for 
   providing group health plan continuation coverage under Part 6 of Title I 
   of ERISA and section 4980B of the Code. 

   (xiA  Actuarially adequate accruals for all obligations under the Employee 
   Benefit Plans are reflected in the financial statements of each of the 
   Companies and such obligations include a pro rata amount of the 
   contributions which would otherwise have been made in accordance with past 
   practices and applicable Law for the plan years which include the Closing 
   Date.

   (di  Multiemployer Plans.  None of the Companies contributes to, has 
   contributed to, or has any Liability or contingent Liability with respect 
   to any Multiemployer Plan.

   SECTION IV.25.  Environmental Matters.

   Except as set forth in Schedule 4.25:


   (ai  To the Knowledge of the Companies and the Seller, each of the 
   Companies and their Affiliates (which shall be deemed to include, solely 
   for the purposes of this Section 4.25, only those Affiliates of the 
   Companies as to which either of the Companies could reasonably be expected 
   to share any material liability under applicable Environmental Laws):

   (iA  has complied and is in compliance with all Environmental Laws (and no 
   action, suit, proceeding, hearing, investigation, charge, complaint, claim, 
   demand or notice has been filed or commenced against any of them alleging 
   any such failure to comply) except where the failure to comply would not 
   be material to the Companies, taken as a whole;

   <PAGE>

   (iiA  has obtained and complied with, and is in compliance with, all 
   Permits, licenses and other authorizations that are required pursuant to 
   Environmental Laws except where the failure to comply or obtain 
   authorizations, as the case may be, would not be material to the Companies, 
   taken as a whole; and

   (iiiA  has complied in all respects with all other limitations, 
   restrictions, conditions, standards, prohibitions, requirements, 
   obligations, schedules and timetables which are contained in the 
   Environmental Laws; except, where the failure to comply or obtain 
   authorizations, as the case may be, would not be material to the Companies 
   (taken as a whole).

   (bi  None of the Companies or their Affiliates has received any written 
   or oral notice, report or other information from an Authority or third 
   party regarding any unresolved actual or alleged material violation of 
   Environmental Laws, or any Liabilities or potential Liabilities, including 
   any investigatory, remedial or corrective obligations, relating to any of 
   them or their respective facilities under Environmental Laws.

   (ci  To the Knowledge of the Companies and the Seller, none of the 
   Companies has any Liability, and each of the Companies and their respective 
   Affiliates have not handled or disposed of any substance, arranged for the 
   disposal of any substance, exposed any employee or other individual to any 
   substance or condition, or owned or operated any property or facility in any
   manner that could give rise to any material Liability for damage to any 
   site, location or body of water (surface or subsurface), for any illness of 
   or personal injury to any employee or other individual, or for any reason 
   under any Environmental Law.

   (di Except as set forth on Schedule 4.25, to the Knowledge of the Companies 
   and the Seller, all properties and equipment used in the Business of each 
   of the Companies and their respective Affiliates have been free of asbestos,
   PCB's, methylene chloride, trichloroethylene, 1,2-transdichloroethylene, 
   dioxins, dibenzofurans and other Hazardous Substances except to the extent 
   that the presence of such substances would not be material to the Companies,
   taken as a whole.


   (ei To the Knowledge of the Companies and the Seller, none of the following 
   exists at any property or facility owned or operated by any of the 
   Companies:  (1) underground storage tanks, (2) asbestos-containing material 
   in any form or condition, (3) materials or equipment containing 
   polychlorinated biphenyls, or (4) landfills, surface impoundments or 
   Hazardous Substance disposal areas.

   (fi To the knowledge of the Companies and the Seller, none of the Companies 
   or their respective Affiliates has treated, stored, disposed of, arranged 
   for or permitted the disposal of, transported, handled, or released any 
   substance, including without limitation any Hazardous Substance, or owned 
   or operated any property or facility (and no such property or facility is 
   contaminated by any such substance) in a manner that has given or would 
   reasonably be expected to give rise to material Liabilities, including 
   any material Liability for response costs, corrective action costs, 
   personal injury, property damage, natural resources damages or attorney 
   fees, or any investigative, corrective or remedial obligations, pursuant 
   to Environmental Laws. 

   <PAGE>

   (gi  To the Knowledge of the Companies and the Seller, neither this 
   Agreement nor the consummation of the transaction that is the subject of 
   this Agreement will result in any obligations for site investigation or 
   cleanup, or notification to or consent of government agencies or third 
   parties, pursuant to any of the so-called "transaction-triggered" or 
   "responsible property transfer" Environmental Laws.

   (hi  To the Knowledge of the Companies and the Seller, none of the 
   Companies or any of their respective Affiliates has, either expressly 
   or by operation of Law, assumed or undertaken any Liability, including 
   without limitation any obligation for corrective or remedial action, of any 
   other Person relating to Environmental Laws. 

   (ii  To the Knowledge of the Companies and the Seller, no facts, events or 
   conditions relating to the past or present facilities, properties or 
   operations of any of the Companies or Affiliates will prevent, hinder or 
   limit continued compliance with Environmental Laws, give rise to any 
   investigatory, remedial or corrective obligations pursuant to Environmental 
   Laws, or give rise to any other material Liabilities (whether accrued, 
   absolute, contingent, unliquidated or otherwise) pursuant to Environmental 
   Laws, including without limitation any relating to onsite or offsite 
   releases or threatened releases of Hazardous Substances or wastes, personal 
   injury, property damage or natural resources damage.

   SECTION IV.26.  Permits.  Schedule 4.26 is a true and accurate list of all 
   material licenses, certificates, permits, franchises, rights, code 
   approvals and private product approvals (collectively, "Permits"), which 
   are necessary for the lawful operation of the Business of each of the 
   Companies as presently conducted.


   SECTION IV.27.  No Conflict of Interest.  Neither the Seller nor any 
   Affiliate thereof has or claims to have any direct or indirect interest in 
   any tangible or intangible property used in the Business of any of the 
   Companies except as a holder of Shares.  Neither the Seller nor any 
   Affiliate thereof has any direct or indirect interest in any other Person 
   which conducts a business similar to, has any Contract or arrangement with, 
   or does business or is involved in any way with, any of the Companies except
   for the ownership of less than 5% of the outstanding stock of any publicly 
   held corporation.

   SECTION IV.28.  Bank Accounts.  Schedule 4.28 sets forth the names and 
   locations of each bank or other financial institution at which each of the 
   Companies has accounts (giving the account numbers) or safe deposit box and 
   the names of all Persons authorized to draw thereon or have access thereto, 
   and the names of all Persons, if any, now holding powers of attorney or 
   comparable delegation of authority from each of the Companies and a summary 
   statement thereof.

   SECTION IV.29.  Customers and Suppliers.

   (ai  Schedule 4.29 sets forth:

   (iA  a list of the 10 largest customers of each of the Companies, in terms 
   of revenue during each of the 1996 and 1997 calendar years (collectively, 
   the "Major Customers"); and

   <PAGE>

   (iiA  a list of the 10 largest suppliers of each of the Companies in terms 
   of purchases during the 1996 and 1997 calendar years (collectively, the 
   "Major Suppliers").

   (bi  Since the date of the Latest Balance Sheet, there has not been any 
   material adverse change in the business relationship, and there has been no 
   material dispute, between any of the Companies and any Major Customer or 
   Major Supplier, and neither the Companies nor the Seller has any Knowledge 
   that any Major Customer or Major Supplier intends to reduce its purchases 
   from, or sales to, any of the Companies. 

   SECTION IV.30.  Claims Against Officers and Directors.  To the Knowledge of 
   the Companies and the Seller, there are no pending or threatened claims 
   against any director, officer, employee or agent of any of the Companies or 
   any other Person which could give rise to any material claim for 
   indemnification against any of the Companies.

   SECTION IV.31.  Improper and Other Payments.

   To the Knowledge of the Companies and the Seller, none of the Companies, 
   any director, officer, employee, agent or representative of the any of the 
   Companies, the Seller, their respective Affiliates or any Person acting on 
   behalf of any of them, has:

   (ai  made, paid or received any bribes, kickbacks or other similar 
   payments to or from any Person, whether lawful or unlawful;

   (b)  made unlawful contributions, directly or indirectly, to a domestic or 
   foreign political party or candidate; or


   (c)  made improper payments (as defined in the Foreign Corrupt Practices 
   Act of 1977, as amended).

   SECTION IV.32.  Accuracy of Statements.  Neither this Agreement nor any 
   schedule, exhibit or certificate furnished or to be furnished by or on 
   behalf of each of the Companies or the Seller to Buyer or any 
   representative or Affiliate of Buyer in connection with this Agreement 
   or any of the transactions contemplated hereby contains or will contain any 
   untrue statement of a material fact or omits or will omit to state a 
   material fact necessary to make the statements contained herein or therein, 
   in light of the circumstances in which they are made, not misleading.


                                    ARTICLE V

                    REPRESENTATIONS AND WARRANTIES OF THE BUYER

   The Buyer represents and warrants to the Seller that the statements 
   contained in this Article V are correct and complete as of the date of this 
   Agreement and will be correct and complete as of the Closing Date (as 
   though made then and as though the Closing Date were substituted for the 
   date of this Agreement throughout this Article V).

   SECTION V.1.  Organization of the Buyer.  The Buyer is a corporation duly 
   organized, validly existing, and in good standing under the laws of the 
   State of Delaware.

   <PAGE>
   
   SECTION V.2.  Authorization of Transaction.  The Buyer has full power and 
   authority (including full corporate power and authority) to execute and 
   deliver this Agreement and to perform its obligations hereunder.  This 
   Agreement constitutes the valid and legally binding obligation of the 
   Buyer, enforceable in accordance with its terms and conditions, except as 
   the same may be limited by applicable bankruptcy, insolvency, fraudulent 
   conveyance, reorganization, moratorium and similar laws affecting creditors'
   rights and remedies generally and to general principles of equity 
   (regardless of whether enforcement is sought in a proceeding at law or 
   equity). Except for filings under the Hart-Scott-Rodino Act, the Buyer need 
   not give any notice to, make any filing with, or obtain any authorization, 
   consent, or approval of any government or governmental agency in order to 
   consummate the transactions contemplated by this Agreement.

   SECTION V.3.  Noncontravention.  Neither the execution and the delivery of 
   this Agreement, nor the consummation of the transactions contemplated 
   hereby, will (A) violate any constitution, Law, injunction, ruling, charge, 
   or other restriction of any Authority, to which the Buyer is subject, (B) 
   violate any provision of the charter or bylaws of Buyer or (C) conflict 
   with, result in a breach of, constitute a default under, result in the 
   acceleration of, create in any party the right to accelerate, terminate, 
   modify, or cancel, or require any notice under any Contract, lease, 
   license, instrument, or other arrangement to which the Buyer is a party 
   or by which it is bound or to which any of its assets is subject, except 
   for any violations or conflicts that, individually or in the aggregate, 
   would not be material to the Seller, impair the ability of the Buyer to 
   perform its obligations under this Agreement or prevent the consummation 
   of any of the transactions contemplated hereby.

   SECTION V.4.  Brokers' Fees.  The Buyer has no Liability or obligation to 
   pay any fees or commissions to any broker, finder, or agent with respect 
   to the transactions contemplated by this Agreement for which Seller could 
   become liable or obligated.

   SECTION V.5.  Investment Purpose.  The Buyer is acquiring the Shares  for 
   its own account and not with a view to or in connection with  a sale or 
   distribution thereof in violation of any securities laws, and it has no 
   present intention of selling or distributing any of the Shares in violation 
   of any securities laws.

   SECTION V.6.  Litigation.  There are no actions, suits, investigations or 
   proceedings (including any proceedings in arbitration) pending, or, to 
   the Knowledge of the Buyer, threatened, against the Buyer or any of its 
   assets, at law or in equity, in any court or before or by any Authority 
   that could reasonably be expected to render the Agreement invalid or not 
   enforceable in any material respect or the ability of the Buyer to perform 
   its obligations under this Agreement.

   <PAGE>


                                ARTICLE VI

                                COVENANTS

   SECTION VI.1.  General.  Each of the parties will use his or its 
   commercially reasonable  efforts to take all action and to do all things 
   necessary in order to consummate and make effective the transactions 
   contemplated by this Agreement (including satisfaction, but not waiver, 
   of the closing conditions set forth in Articles VII and VIII below).

   SECTION VI.2.  Operation of Business.  Except as contemplated by this 
   Agreement or to the extent that Buyer shall otherwise consent in writing, 
   from the date of this Agreement until the Closing Date, each of the 
   Companies shall be operated in the Ordinary Course of Business and 
   shall use commercially reasonable efforts to preserve intact the present 
   business organization and personnel of each Company and preserve the 
   business relationships of each Company with other Persons material to the 
   operation of each Company. The Seller and the Companies shall use 
   commercially reasonable efforts not to permit any action or omission 
   which would cause any of the representations or warranties of each Company 
   contained herein to become inaccurate or any of the covenants of each 
   Company to be breached.  Without limiting the generality of the foregoing, 
   except as set forth in Schedule 6.2, prior to the Closing, none of the 
   Companies will, without the prior written consent of the Buyer:

   (ai  Except in the Ordinary Course of Business, (i) incur any 
   obligation or enter into any Contract which requires a payment by any 
   party in excess of, or a series of payments which in the aggregate exceed, 
   $150,000, or (ii) incur any obligation to enter into any material Contract 
   which has a term of, or requires the performance of any obligations by any 
   of the Companies over a period in excess of six months;


   (bi  sell, transfer, convey, assign or otherwise dispose of any of its 
   material assets or properties other than in the Ordinary Course of Business;

   (ci  waive, release or cancel any material claims against third parties or 
   material debts owing to it, or any material rights other than in the 
   Ordinary Course of Business;

   (di  make any material changes in its accounting systems, policies, 
   principles or practices;

   (ei  other than in the Ordinary Course of Business, enter into, authorize, 
   or permit any transaction with the Seller or any Affiliate thereof, or 
   enter into any Contract relating to compensation or benefits with any 
   executive officer of either Company, or modify any compensation amounts or 
   levels of any executive officer of either Company or employee other than in 
   the Ordinary Course of Business;

   (fi  except as required for the transactions contemplated in this Agreement,
   change or amend its articles of incorporation or by-laws;

   <PAGE>

   (gi  except as required for the transactions contemplated in this Agreement,
   authorize for issuance, issue, sell, deliver or agree or commit to issue, 
   sell or deliver (whether through the issuance or granting of options, 
   warrants, convertible or exchangeable securities, commitments, 
   subscriptions, rights to purchase or otherwise) any shares of its capital 
   stock or any other securities of such Company, or amend any of the terms of 
   any such capital stock or other securities;

   (hi  except as required for the transactions contemplated in this Agreement,
   split, combine, or reclassify any shares of its capital stock, declare, 
   set aside or pay any dividend or other distribution in property other than 
   cash in respect of its capital stock, or redeem or otherwise acquire any 
   capital stock or other securities of such Company;

   (ii  make any borrowings, incur any debt (other than trade payables and 
   accrued expenses in the Ordinary Course of Business), or assume, guarantee, 
   endorse (except for the negotiation or collection of negotiable instruments 
   in the Ordinary Course of Business) or otherwise become liable (whether 
   directly, contingently or otherwise) for the obligations of any other 
   Person, or make any payment or repayment in respect of any indebtedness 
   (other than trade payables and accrued expenses in the Ordinary Course of 
   Business);

   (ji  Other than trade receivables in the Ordinary Course of Business, make 
   any loans, advances or capital contributions to, or investments in, any 
   other Person;


   (ki  enter into, adopt, amend or terminate any bonus, profit sharing, 
   compensation, termination, stock option, stock appreciation right, 
   restricted stock, performance unit, pension, retirement, deferred 
   compensation, employment, severance or other employee benefit agreements, 
   trusts, plans, funds or other arrangements for the benefit or welfare of 
   any director or executive officer, or, except in the Ordinary Course of 
   Business,  increase in any manner the compensation or fringe benefits of 
   any director, or executive officer or pay any benefit not required by any 
   existing plan and arrangement or, except in the Ordinary Course of Business,
   enter into any Contract, commitment or arrangement to do any of the 
   foregoing;

   (li  acquire, lease, encumber or otherwise impose a material Lien on any 
   assets, whether tangible or intangible, other than in the Ordinary Course 
   of Business;

   (mi other than as contemplated in the Companies' capital expenditure 
   budget, authorize or make any capital expenditures which individually or in 
   the aggregate are in excess of $150,000;

   (ni  make any Tax election or settle or compromise any federal, state, 
   local or foreign income Tax Liability, or waive or extend the statute of 
   limitations in respect of any such Taxes;

   <PAGE>

   (oi except for the Liabilities set forth on Schedule 9.2(c), pay any 
   amount, perform any obligation or agree to pay any amount or perform any 
   obligation, in settlement or compromise of any suits or claims of 
   Liability against any of the Companies or any of their respective 
   directors, officers, employees or agents other than in the Ordinary 
   Course of Business; 

   (pi  except in the Ordinary Course of Business terminate, modify, amend 
   or otherwise alter or change any of the terms or provisions of any material 
   agreement, or pay any amount not required by Law or by any material 
   Contract; or

   (r)  other than overnight deposits or money market instruments and 
   investments existing on the date hereof, make any investments with cash or 
   the proceeds of existing investments.

   SECTION VI.3.  Full Access.  The Seller will permit and cause each of the 
   Companies to permit representatives of the Buyer to have full access to 
   all premises, properties, personnel, books, records (including Tax 
   records), Contracts, and documents of or pertaining to each of the Companies
   and shall make the officers and employees of each of the Companies available
   to the Buyer and its representatives as the Buyer and their representatives 
   shall from time to time reasonably request, in each case to the extent that 
   such access and disclosure would not obligate the Companies to take any 
   actions that would disrupt the normal course of its business or violate the 
   terms of any agreement to which any Company is bound or any applicable Law.

   SECTION VI.4.  Exclusivity.  The Seller will not (and the Seller will not 
   cause or permit any of the Companies or its or their respective 
   representatives, advisors or Affiliates to) (i) solicit, initiate, or 
   encourage the submission of any proposal or offer from any Person (other 
   than the Buyer) relating to the acquisition of any capital stock or other 
   voting securities, or any substantial portion of the assets, of any of 
   the Companies (including any acquisition structured as a merger, 
   consolidation, or share exchange) or (ii) participate in any discussions 
   or negotiations regarding, furnish any information with respect to, 
   assist or participate in, or facilitate in any other manner any effort or 
   attempt by any Person (other than the Buyer) to do or seek any of the 
   foregoing.  The Seller will not vote its Shares in favor of any such 
   acquisition, whether structured as a merger, consolidation, share exchange 
   or otherwise.  The Seller will notify the Buyer immediately if any Person 
   makes any firm proposal, offer, inquiry, or contact with respect to any of 
   the foregoing.

   SECTION VI.5.  Efforts.

   (ai  Subject to the terms and conditions hereof, each party hereto shall 
   use commercially reasonable efforts to consummate the transactions 
   contemplated hereby.  An undertaking of a Person under this Agreement to 
   use such Person's commercially reasonable efforts shall not require such 
   Person to incur unreasonable expenses or obligations in order to satisfy 
   such undertaking.

   <PAGE>

   (bi  The Seller, each of the Companies and the Buyer will, as promptly as 
   practicable (i) make the required filings with, and use their respective 
   commercially reasonable efforts to obtain all required authorizations, 
   approvals, consents and other actions of, governmental Authorities, 
   including, but not limited to, filing (and the Seller will cause each of 
   the Companies to file) all required forms, agreements and related documents 
   required by the SEC and making (and the Seller will cause each of the 
   Companies to make) any further filings pursuant thereto that may be 
   necessary in connection therewith; and (ii) use their respective 
   commercially reasonable efforts to obtain all other required consents of 
   other Persons with respect to the transactions contemplated hereby.

   SECTION VI.6.  Maintenance of Insurance.  Each of the Companies will keep 
   in full force and effect its existing insurance through the Closing Date, 
   and shall not allow any material breach, default or cancellation (other 
   than expiration and replacement of policies in the Ordinary Course of 
   Business) of such insurance policies or agreements to occur or exist.


   SECTION VI.7.  Notice and Supplemental Information.  The Seller, each of 
   the Companies and the Buyer shall each give prompt notice to the other 
   parties of a breach of any of its own representations and warranties in 
   Articles III, IV and V, respectively or the failure of such party to comply 
   with or satisfy in any respect any covenant, condition or agreement to be 
   complied with or satisfied by it hereunder when such noncompliance or 
   unsatisfactory performance would, or would reasonably be expected to, be 
   material to any of the other parties to this Agreement.  In addition, the 
   Seller and each of the Companies will, from time to time, as necessary, 
   prior to three business days preceding the Closing, by notice in accordance 
   with the terms of this Agreement, supplement or amend the Schedules, 
   including one or more supplements or amendments to correct any matter which 
   would constitute a breach of any representation, warranty, agreement or 
   covenant contained herein.  No information provided to a party pursuant to 
   this Section shall be deemed to cure any breach of any representation or 
   covenant made in this Agreement unless such information has been accepted 
   in writing by such party.  No such supplement or amendment to the Schedules 
   shall be deemed to cure any breach for purposes of Section 7.1 or Section 
   8.1.

   <PAGE>

   SECTION VI.8.  Post-Closing Access and Cooperation.  The Buyer and the 
   Companies, after the Closing Date, will afford the Seller and its 
   representatives reasonable access during normal business hours to the 
   offices, facilities, books, records, officers and employees of the 
   Companies to the extent reasonably requested by such Persons to defend any 
   litigation, to prepare Tax returns, to conduct negotiations with Tax 
   Authorities, to fulfill an obligation to any Authority imposed by Law and 
   to implement the provisions of, or to investigate or defend any claims 
   between the parties arising under, this Agreement or otherwise and to 
   the extent such access does not disrupt in any material respect the 
   operation of the Business of the Companies.  Without limiting the 
   generality of the foregoing, the Buyer will, and will cause each of the 
   Companies to, cooperate with the Seller in the defense of any litigation 
   (including, without limitation, making personnel, including, without 
   limitation,  Lincoln Kennedy,  available for purposes of trial preparation 
   and testimony, maintaining the Airgard and its related press and other 
   product samples in working order and keeping all records, files and 
   letters relating to such products) and providing information requested 
   by any such Person for the preparation of any such Person's Tax Returns. 
   Each of the parties hereto will preserve and retain all schedules, work 
   papers and other documents relating to any Tax Returns of the Companies 
   or to any claims, audits or other proceedings affecting the Companies 
   until the expiration of the statute of limitations (including extensions) 
   applicable to the taxable period to which such documents relate or until 
   the final determination of any controversy with respect to such taxable 
   period, and until the final determination of any payments that may be 
   required with respect to such taxable period under this Agreement.

   SECTION VI.9.  Consistent Tax Reporting.  The Seller, each of the 
   Companies and the Buyer shall treat and report the transactions contemplated
   by this Agreement in all respects consistently for purposes of any Federal, 
   state, local or foreign Tax.  The parties hereto shall not take any actions 
   or positions inconsistent with the obligations set forth herein.

   SECTION VI.10.  Section 338(h)(10) Election.  

   (ai The Seller acknowledges that the purchase of the Shares constitutes 
   "qualified stock purchases" for purposes of Section 338(d)(3) of the Code.  
   Seller and Buyer agree to join in making elections under Section 338(h)(10) 
   of the Code with respect to the purchase of the Shares.  Seller shall 
   deliver to Buyer at, and as a condition to, Closing (1) Internal Revenue 
   Service Forms 8023 and any applicable similar forms required by state or 
   local law fully completed with respect to the purchase of the Shares and 
   executed by a duly authorized officer of Seller, and (2) all additional 
   data and materials required to be attached to such Forms 8023 and any 
   applicable similar forms required by state or local law pursuant to Temp. 
   Treas. Reg. S1.338-1T or otherwise.  Seller shall have attached a copy of 
   such Forms 8023 to the consolidated Federal income Tax Return for its 
   taxable period which includes the Closing Date and otherwise shall 
   cooperate fully with Buyer in making the elections under Section 338(h)(10) 
   of the Code.

   <PAGE>

   (bi The parties hereto acknowledge that for Federal income Tax purposes 
   (and for state income Tax purposes for those states that use a taxpayer's 
   Federal income Tax Liability or Federal taxable income as a base for 
   computing such taxpayer's state income Tax Liability, or whose income Tax 
   provisions are otherwise similar to the Federal income Tax in this respect),
   the purchase of the Shares will be treated in all respects as a sale of 
   assets by the Companies to Buyer followed by a complete liquidation of the 
   Companies into Seller, and the parties agree to report the transaction in a 
   matter consistent with this treatment.  The parties also agree that neither 
   Buyer nor the Companies shall be liable for any Taxes resulting from the 
   purchase of the Shares.

   SECTION VI.11.  Termination of Shareholder Agreements.   Prior to or at the 
   Closing each of the Companies shall cause the termination, and render void 
   and of no effect, (i) any existing shareholder agreements between or among 
   holders of Shares and any of the Companies affecting the ownership or 
   disposition of the capital stock of any of the Companies and (ii) any 
   options or warrants to purchase or rights to subscribe for, any capital 
   stock of any of the Companies to which any Company is a party and which has 
   not been previously exercised, canceled or redeemed.

   SECTION VI.12.  Resignation of Officers and Directors.  The Seller shall 
   cause each officer and member of the Board of Directors of, and each 
   trustee or fiduciary of any plan or arrangement involving employee benefits 
   of, each of the Companies, if so requested by Buyer, to tender his or her 
   resignation from such position effective as of the Closing.

   SECTION VI.13.  Interim Financial Statements.  Each of the Companies 
   agrees to provide to the Buyer as soon as practicable after the end of each 
   calendar month financial statements of each of the Companies, consisting of 
   a balance sheet as of the end of such month and an income statement for 
   that month and for the portion of the year then ended (the "Subsequent 
   Monthly Financial Statements").

   SECTION VI.14.  Transition.  The Seller will not take any action that is 
   designed or intended to have the effect of discouraging any lessor, 
   licensor, customer, supplier, or other business associate of any of the 
   Companies from maintaining the same business relationships with such 
   Company after the Closing as it maintained prior to the Closing.  The 
   Seller will refer all customer inquiries relating to the Business of each 
   of the Companies to the Buyer from and after the Closing.

   <PAGE>

   SECTION VI.15.  Confidentiality.  The Buyer and the Buyer's 
   representatives will not use any of the Confidential Information that they 
   receive from the Seller or the Companies except in connection with this 
   Agreement, and, if this Agreement is terminated for any reason whatsoever, 
   the Buyer and the Buyer's representatives will return within 15 days to the 
   Companies all tangible embodiments (and all summaries and copies, including 
   electronically stored information) of the Confidential Information that they
   receive from the Seller or the Companies which are in its or its 
   representatives' possession. Buyer shall indemnify and hold harmless Seller,
   the Companies and their employees from any damages, loss or expense incurred
   as a result of other use of Confidential Information by Buyer, its 
   Affiliates, agents or representatives contrary to the terms of this 
   Agreement.  In the event that any party is requested or required (by oral 
   question or request for information or documents in any legal proceeding, 
   interrogatory, subpoena, civil investigative demand, or similar process) to 
   disclose any Confidential Information, such party will notify the non-
   disclosing party promptly of the request or requirement so that the non-
   disclosing party may seek an appropriate protective order or waive 
   compliance with the provisions of this Section 6.15.  If, in the absence 
   of a protective order or the receipt of a waiver hereunder, a party is, 
   on the advice of counsel, compelled to disclose any Confidential 
   Information to any tribunal or else stand liable for contempt, such party 
   may disclose the Confidential Information to the tribunal; provided, 
   however, that such party shall use commercially reasonable efforts to 
   obtain, at the request and expense of the non-disclosing party, an order or 
   other assurance that confidential treatment will be accorded to such portion
   of the Confidential Information required to be disclosed as a party shall 
   designate.

   SECTION VI.16.  Post-Closing Covenants.  The Seller, each of the Companies 
   and the Buyer agree as follows with respect to the period following the 
   Closing:

   (ai  In case at any time after the Closing any further action is necessary 
   or desirable to carry out the purposes of this Agreement, each of the 
   parties will take such further action (including the execution and delivery 
   of such further instruments and documents) as any other party hereto 
   reasonably may request, all at the sole cost and expense of the requesting 
   party (unless the requesting party is entitled to indemnification therefor 
   under Article IX).  From and after the Closing, the Buyer will be entitled 
   to access all documents, books, records, agreements, and financial data of 
   any sort relating to any of the Companies, as the Buyer and its 
   representatives shall from time to time reasonably request, in each case to 
   the extent that such access and disclosure would not obligate the Seller or 
   its Subsidiaries  to take any actions that would disrupt the normal course 
   of its business or violate the terms of any agreement to which the Seller 
   or its Subsidiaries is bound or any applicable Law.

   <PAGE>

   (bi  In the event and for so long as any party hereto actively is contesting
   or defending against any charge, complaint, action, suit, proceeding, 
   hearing, investigation, claim, or demand in connection with any fact, 
   situation, circumstance, status, condition, activity, practice, plan, 
   occurrence, event, incident, action, failure to act, or transaction on or 
   prior to the Closing Date involving any of the Companies (other than any 
   such charge, complaint, action, suit, proceeding, hearing, investigation, 
   claim or demand between Buyer, on the one hand, and Seller and the 
   Companies, on the other, relating to the transactions contemplated hereby), 
   each of the other parties hereto will cooperate with it and its counsel in 
   the contest or defense, make available their personnel, and provide such 
   testimony and access to their books and records as shall be necessary in 
   connection with the contest or defense, all at the sole cost and expense of 
   the contesting or defending party (unless the contesting or defending party 
   is entitled to indemnification therefor under Article IX).


   SECTION VI.17.  Transfer Taxes.  The Seller shall be responsible for the 
   timely payment of, and shall indemnify and hold harmless the Buyer against, 
   all sales (including, without limitation, bulk sales), use, value added, 
   documentary, stamp, gross receipts, registration, transfer, conveyance, 
   excise, recording, license and other similar Taxes and fees ("Transfer 
   Taxes"), arising out of or in connection with or attributable to the 
   transactions effected pursuant to this Agreement and any collateral 
   agreements.  The Seller shall prepare and timely file (taking into account 
   all valid extensions of time) all Tax Returns required to filed in respect 
   of Transfer Taxes (including, without limitation, all notices required to 
   be given with respect to bulk sales taxes), provided that the Buyer shall 
   be permitted to prepare any such Tax Returns that are the primary 
   responsibility of the Buyer under applicable law.  The Buyer's preparation 
   of any such Tax Returns shall be subject to Seller's approval, which 
   approval shall not be withheld unreasonably.

   SECTION VI.18.  Business Name.  After the Closing, Seller will not, 
   directly or indirectly, use or do business, or allow any Affiliate to use 
   or do business, or assist any third party in using or doing business, 
   under the names and trade marks set forth on Schedule 6.18  (or any other 
   name confusingly similar to such names and marks), except for the use of 
   such names and trademarks used in the Ordinary Course of Business of 
   selling and distributing the Companies' products.

   <PAGE>

   SECTION VI.19.  Noncompetition. 

   (a)   The Seller acknowledges that it has a special knowledge of the 
   Business and the proprietary and confidential information included in the 
   Business, and that the Buyer is making a considerable investment in the 
   Business from which the Seller has benefitted.  In consideration of this 
   Agreement and such investment and benefit, and as an inducement to the 
   Buyer to enter into this Agreement and consummate the transactions 
   contemplated herein, the Seller, agrees that, for a period of five years 
   after the Closing Date, Seller will not, directly or indirectly, own, 
   manage, operate, control or participate in the ownership, management, 
   operation or control of, or be connected as a partner or otherwise with, 
   or have any financial interest in, or aid or assist anyone else in the 
   conduct of, any business that directly or indirectly designs and 
   manufactures safety products in any way similar to those of the Companies 
   as of the Closing Date, or for use in a similar manner or application as 
   those of the Buyer and its Affiliates as of the Closing Date ("Competitive 
   Business"); provided, however, that the Seller may own less than 5% of any 
   outstanding class of securities registered pursuant to the Securities 
   Exchange Act of 1934, as amended, of an issuer that is a Competitive 
   Business; provided, further, that (i) Seller and its Affiliates may 
   continue to sell and distribute (but not manufacture or assemble) safety 
   related products purchased from the Companies or from any other third party 
   provided that no more than 15% of such sales are made to parties other than 
   end users, and (ii) the Seller and its Affiliates may continue to 
   manufacture, assemble and sell first aid, identification and other related 
   safety products that do not compete with the products that the Companies 
   currently design and manufacture.


   (b)  For a period of five years following the Closing Date, the Seller will 
   not, without the express prior written approval of the of the Buyer, (A) 
   directly or indirectly recruit, solicit or otherwise induce or influence 
   any sales agent, joint venturer, lessor, supplier, agent, representative or 
   any other person that has a business relationship with either of the 
   Companies as of the Closing Date to discontinue, reduce or adversely modify 
   such employment, agency or business relationship with the Buyer or such 
   Company as it relates to the Business as conducted by the Company as of 
   the Closing Date, or (B) employ or seek to employ or cause any Competitive 
   Business to employ or seek to employ any person or agent who is employed or 
   retained by the Buyer or either of the Companies.  Notwithstanding the 
   foregoing, nothing herein shall prevent Seller from providing a letter of 
   recommendation to an employee with respect to a future employment 
   opportunity.

   (c)  For a period of five years following the Closing Date, the Buyer will 
   not, without the express prior written approval of the Seller, employ or 
   seek to employ any person or agent who is employed or retained by the 
   Seller or its Subsidiaries.  Notwithstanding the foregoing, nothing herein 
   shall prevent Buyer from providing a letter of recommendation to an 
   employee with respect to a future employment opportunity.

   <PAGE>

   (d)  If, at the time of enforcement of any provision of this Section 6.19, 
   a court shall hold that the duration, scope or other restrictions stated 
   herein are unreasonable under circumstances then existing, the parties 
   agree that the maximum duration, scope or other restrictions reasonable 
   under such circumstances shall be substituted for the stated duration, 
   scope or other restrictions and that the court shall be allowed to revise 
   the restrictions contained herein to cover the maximum period, scope and 
   other restrictions permitted by law.

   SECTION VI.20.  Assumption and Termination of Certain Contracts. The Seller 
   shall terminate the Terminated Contracts. 

   SECTION VI.21.  Employee Benefits.  The Seller, each of the Companies and 
   the Buyer agree as follows with respect to employee benefits:

   (a)  Prior to the Closing, Seller will transfer the sponsorship of the 
   American Allsafe Profit Sharing and Savings Plan (the "American Allsafe 
   Plan") to a member of the Seller's controlled group of corporations other 
   than either of the Companies.  The American Allsafe Plan will not be 
   assumed by the Buyer as a result of the sale of the Shares to Buyer.


   (b)  Any Seller Active Employee (as defined below) who continues employment 
   immediately after Closing will be permitted to participate in the Buyer's 
   401(k) Plan (as defined below) in accordance with the terms and provisions 
   of such 401(k) Plan if the employee accepts such offer. Buyer's 401(k) Plan 
   shall accept rollovers by Transferred Employees (as defined below) of their 
   distributions from the American Allsafe Plan, including direct rollovers of 
   plan loans.  The term "Buyer's 401(k) Plan" shall mean the 401(k) Plan 
   currently in place or to be adopted for the Transferred Employees by the 
   Buyer.  The term "Transferred Employee" shall mean any Seller Active 
   Employee who accepts employment with Buyer effective immediately after 
   Closing.  The term "Seller Active Employee" means an individual who was 
   employed by Seller performing his normal duties on the day before Closing, 
   provided however, an individual who is not at work performing his normal 
   duties on the day before Closing, but is on paid leave under the Seller's 
   vacation, holiday or sick leave policy, or jury duty policy or any other 
   short-term or long-term leave shall be considered to be a Seller Active 
   Employee.  To the extent allowed by applicable law, to determine the 
   entry date for participation in the Buyer's 401(k) Plan and vesting, 
   the Buyer will credit all prior service with the Seller for any 
   Transferred Employee.

   (c)  Buyer agrees to continue to maintain after Closing for the benefit of 
   the Transferred Employees, the Employee Welfare Benefit Plans maintained 
   for the Transferred Employees immediately prior to Closing, provided that 
   Buyer will not provide or be in any way liable for any retiree medical or 
   retiree life insurance benefits.  Except with respect to  any retiree 
   medical or retiree life insurance benefits, the applicable plans shall 
   continue to provide a level of benefits for the Transferred Employees equal 
   to the level of benefits available immediately prior to Closing for a 
   period of six months.

   <PAGE>

   SECTION VI.22.  Title Insurance.  Within 60 days from the date hereof, 
   Seller, at its sole cost and expense, shall provide to Buyer the Title 
   Commitments.  The Title Commitments shall include endorsements for access, 
   contiguity, zoning and other such endorsements reasonably requested by 
   Buyer.  If Buyer chooses to convert the Title Commitments to a Title 
   Policy, the cost of the Title Policy, including premiums, shall be paid 
   by the Seller with the amount of the insurance for the Owned Property being 
   at least the appraised value of such property as mutually agreed between 
   the Buyer and the Seller.

   SECTION VI.23.  Financial Condition at Closing. 

   (a)  As of the Closing Date, the Working Capital of the Companies, as 
   reflected on the Closing Balance Sheet of the Companies, shall be at least 
   90% of the Working Capital of the Companies as expressed on the Latest 
   Balance Sheet as determined in accordance with GAAP.  For purposes of this 
   Section 6.23(a), "Working Capital" shall mean Accounts Receivable plus 
   inventory (determined in accordance with GAAP) less Current Liabilities. 
   Any shortfall in the Working Capital will result in a dollar-for-dollar 
   reduction of the Purchase Price.

   (b)  The Seller shall, within 5 business days after the Closing Date, 
   deliver to the Buyer a balance sheet as of the Closing Date  (the "Closing 
   Balance Sheet") noting any material changes between the Closing Balance 
   Sheet and the Latest Balance Sheet together with a certificate of the 
   Chief Financial Officer of the Seller stating that the Closing Balance 
   Sheet was prepared so as to present fairly in all material respects the 
   combined financial position of the Companies on a basis consistent with 
   the Financial Statements. In the event the Working Capital of the Companies
   reflected on the Closing Balance Sheet is less than 90% of the Working 
   Capital expressed on the Latest Balance Sheet (the "Shortfall"), Seller 
   shall pay to Buyer, within 10 business days of the Closing Date, an amount 
   equal to the Shortfall.

   SECTION VI.24.  Foreign Trademarks.  Seller shall use commercially 
   reasonable efforts to effect the assignment of the foreign trademarks 
   listed on Schedule 6.24 herein to the Companies before the Closing, and 
   Seller shall continue to use its commercially reasonable efforts after the 
   Closing to effect such assignments.

   <PAGE>


                                ARTICLE VII

                    CONDITIONS TO OBLIGATION OF BUYER

   The obligation of the Buyer to consummate the transactions to be performed 
   by it in connection with the Closing is subject to satisfaction of the 
   following conditions:

   SECTION VII.1.  Warranties True as of Closing Date.  The representations 
   and warranties set forth in Articles III and IV shall have been accurate, 
   true and correct in all material respects on and as of the date of this 
   Agreement (except to the extent that such representations and warranties 
   speak as of an earlier date), and shall also be materially accurate, true 
   and correct in all material respects on and as of the Closing Date with 
   the same force and effect as though made on and as of the Closing Date 
   (except to the extent that such representations and warranties speak as 
   of an earlier date) except, with respect to such representations and 
   warranties, for changes that are a result of actions of Seller or the 
   Companies that are expressly permitted by this Agreement; provided, that 
   (i) any representation or warranty which is by its terms qualified by 
   materiality shall be accurate, true and correct in all respects and 
   (ii) each representation and warranty made as of the Closing Date shall 
   give effect to the amendment of any Schedules made in accordance with 
   Section 6.7.

   SECTION VII.2.  Compliance with Covenants.  The Seller and each of the 
   Companies shall have performed and complied with all of the covenants 
   hereunder in all material respects through the Closing.

   SECTION VII.3.  Consents.  Each of the Companies shall have procured 
   third party consents from the appropriate parties to any Contract set 
   forth on Schedule 4.17 whose consent is required  and necessary for the 
   execution of this Agreement.

   SECTION VII.4.  Actions or Proceedings.  No action, suit, or proceeding 
   shall be pending or, to the Knowledge of the parties hereto, threatened 
   before any Authority wherein an unfavorable injunction, judgment, order, 
   decree, ruling, or charge would (A) prevent consummation of any of the 
   transactions contemplated by this Agreement, (B) cause any of the 
   transactions contemplated by this Agreement to be rescinded following 
   consummation, (C) affect adversely the right of the Buyer to own the 
   Shares and to control each of the Companies in any Material respect, or 
   (D) affect adversely the right of any of the Companies to own its assets 
   and to operate its Business (and no such injunction, judgment, order, 
   decree, ruling, or charge shall be in effect) in any Material respect.

   SECTION VII.5.  Certificate.  The Seller shall have delivered to the Buyer 
   a certificate to the effect that each of the conditions specified above 
   in Sections 7.1-7.4 is satisfied in all respects.

   SECTION VII.6.  Opinion of Counsel.  The Buyer shall have received from 
   Joseph Cleveland, the general counsel of the Seller, an opinion in form and 
   substance substantially as set forth in Exhibit A attached hereto, 
   addressed to the Buyer, and dated as of the Closing Date.

   <PAGE>

   SECTION VII.7.  Resignations.  The Buyer shall have received the 
   resignations, effective as of the Closing, of each director and officer of 
   each of the Companies other than those whom the Buyer shall have specified 
   in writing at least five business days prior to the Closing.

   SECTION VII.8.  Financing.  The Buyer shall have obtained on terms and 
   conditions reasonably satisfactory to it all of the financing it needs in 
   order to consummate the transactions contemplated hereby and fund the 
   working capital requirements of each of the Companies after the Closing.

   SECTION VII.9.  Termination of Certain Agreements.  The Seller shall have, 
   and the Seller shall have caused its Affiliates and each of the Companies 
   to, and each of the Companies and their respective Affiliates shall have, 
   effective as of the Closing, terminated, rescinded, canceled and rendered 
   void and of no effect any and all Contracts between any Company on the one 
   hand and the Seller or any Affiliate thereof (other than any of the 
   Companies) on the other hand. The Seller agrees that effective as of the 
   Closing, all rights of the Seller or any Affiliate thereof or any 
   Affiliates of any of the Companies to indemnification by any Company 
   (whether by Contract, by-law, Law or otherwise) are terminated, void, of 
   no effect and unenforceable by them except as may arise pursuant to this 
   Agreement.

   SECTION VII.10.  Government Approvals.  The Seller and each of the 
   Companies shall have received all authorizations, consents and approvals 
   required in connection with the execution delivery, and performance of 
   this Agreement.

   SECTION VII.11.  Collateral Agreements.  Seller or one of its Affiliates, 
   as the case may be, shall have entered into a transition  services 
   agreement in the form attached hereto as Exhibit C.

   SECTION VII.12.  Lamba Assets.  The Buyer shall have received evidence 
   reasonably satisfactory to it that the Lamba Assets shall have been 
   transferred to the Companies.

   SECTION VII.13.  Documents.  All actions to be taken by the Seller in 
   connection with consummation of the transactions contemplated hereby and 
   all certificates, opinions, instruments, and other documents required to 
   effect the transactions contemplated hereby will be reasonably satisfactory 
   in form and substance to the Buyer.

   SECTION VII.14.  FIRPTA Certificate.  Buyer shall have received from the 
   Seller a duly executed certificate in the form specified by Treasury 
   Regulation S1.1445-2(b)(2).

   <PAGE>

   SECTION VII.15.  Assumption and Termination of Certain Contracts.  As of 
   the Closing Date, the Seller shall have transferred the sponsorship of the 
   American Allsafe Profit Sharing and Savings Plan (the "American Allsafe 
   Plan") to a member of the Seller's controlled group of corporations other 
   than either of the Companies and delivered to the Buyer a certificate of 
   transfer evidencing such transfer of sponsorship. Furthermore, as of the 
   Closing Date,  the Seller shall have fully assumed any obligations of any 
   of the Companies under any of the Contracts listed on Schedule 7.15 hereto 
   and delivered to the Buyer a certificate of assumption evidencing such 
   assumption of the Contracts listed on Schedule 7.15 hereto (the "Terminated 
   Contracts"), including, but not limited to:

   (a)     any deferred compensation Contract between either the of Companies 
   and Lincoln Kennedy;

   (b)     any deferred compensation Contract between either of the Companies 
   and Jeff Millen;

   (c)     any deferred compensation Contract between either of the Companies 
   and Tim Swift; and

   (d)     any Contract between either of the Companies and any member of 
   NCH's management group.

   SECTION VII.16.  Replatting and conveyance of Allsafe property.  Buyer 
   shall be satisfied, in its reasonable discretion, with the replatting of 
   the real property known as 99 Wales and 101 Wales (also known as 480 
   Fillmore) located in Tonawanda, New York. Buyer's satisfaction shall 
   include, without limitation, Buyer's reasonable satisfaction with all 
   easements on such real property for access and truck use.

   The Buyer may waive any condition specified in this Article VII if it 
   executes a writing so stating at or prior to the Closing.


                                ARTICLE VIII

                    CONDITIONS TO OBLIGATION OF THE SELLER

   The obligation of the Seller to consummate the transactions to be performed 
   by it in connection with the Closing is subject to satisfaction of the 
   following conditions:

   SECTION VIII.1.  Warranties True as of Closing.  The representations and 
   warranties set forth in Article V shall have been accurate, true and 
   correct in all material respects on and as of the date of this Agreement 
   (except to the extent that such representation or warranties speak as of an 
   earlier date), and shall also be accurate, true and correct in all material 
   respects on and as of the Closing Date (except to the extent that such 
   representation or warranties speak as of an earlier date) with the same 
   force and effect as though made on and as of the Closing Date; provided, 
   that any representation of warranty which is by its terms qualified by 
   materiality shall be accurate, true and correct in all respects.

   SECTION VIII.2.  Compliance with Covenants.  The Buyer shall have performed 
   and complied with all of its covenants hereunder in all material respects 
   through the Closing.

   <PAGE>

   SECTION VIII.3.  Actions or Proceedings.  No action, suit, or proceeding 
   shall be pending before any Authority wherein an unfavorable injunction, 
   judgment, order, decree, ruling, or charge would prevent consummation of 
   any of the transactions contemplated by this Agreement.

   SECTION VIII.4.  Certificate.  The Buyer shall have delivered to the Seller 
   a certificate to the effect that each of the conditions specified above 
   in Sections 8.1 - 8.3 is satisfied in all respects.

   SECTION VIII.5.  Opinion of Counsel.  The Seller shall have received from 
   Mayer, Brown & Platt, counsel to the Buyer, an opinion in form and substance
   as set forth in Exhibit B attached hereto, addressed to the Seller, and 
   dated as of the Closing Date.

   SECTION VIII.6.  Documents.  All actions to be taken by the Buyer in 
   connection with the consummation of the transactions contemplated hereby 
   and all certificates, opinions, instruments, and other documents required 
   to effect the transactions contemplated hereby will be reasonably 
   satisfactory in form and substance to the Seller.

   SECTION VIII.7.  Government Approvals.  All applicable waiting periods (and 
   any extensions thereof) under the Hart-Scott-Rodino Act shall have expired 
   or otherwise terminated and the Buyer shall have received all other 
   authorizations, consents and approvals necessary for the performance  of 
   this Agreement. 

   The Seller may waive any condition specified in this Article VIII if it 
   executes a writing so stating at or prior to the Closing.

   <PAGE>
                                ARTICLE IX

                    SURVIVAL AND REMEDY; INDEMNIFICATION


   SECTION IX.1.  Survival of Representations and Warranties.  All of the 
   terms and conditions of this Agreement, together with the warranties, 
   representations, agreements and covenants contained herein or in any 
   instrument or document delivered or to be delivered pursuant to this 
   Agreement, shall survive the execution of this Agreement and the Closing 
   Date,  notwithstanding any investigation heretofore or hereafter made by 
   or on behalf of any party hereto; provided, however, that unless otherwise 
   stated herein, the agreements and covenants set forth in this Agreement 
   shall survive and continue until all obligations set forth therein shall 
   have been performed and satisfied.  Notwithstanding the foregoing, (a) the 
   representations and warranties of the Seller and each of the Companies 
   contained in Sections 3.1 and 3.5 and Sections 4.1 and 4.2 of this 
   Agreement and the representations and warranties of the Buyer contained in 
   Sections 5.1, 5.2, 5.3 and 5.5 of this Agreement shall survive the Closing 
   and continue in full force and effect indefinitely; (b) the representations 
   and warranties of the Seller and each of the Companies contained in 
   Sections 4.12 and 4.24 of this Agreement and the covenants set forth in 
   Article X shall survive the Closing and continue in full force and effect 
   until the expiration of the applicable statute of limitations, including 
   any extensions or waivers thereof; (c) the representations and warranties 
   of the Seller and each of the Companies contained in Section 4.25 of this 
   Agreement shall survive the Closing and continue in full force and effect 
   until two years from the Closing Date; and (d) all other representations 
   and warranties, and the related agreements of the Seller, each of the 
   Companies and the Buyer to indemnify each other set forth in this Article 
   IX, shall survive and continue for, and all indemnification claims with 
   respect thereto shall be made prior to the end of, 547 days from the 
   Closing Date, except for representations, warranties and related 
   indemnities for which an indemnification claim shall be pending, in 
   accordance with the terms of this Agreement, as of the end of the 
   applicable period referred to above, in which event such indemnities shall 
   survive with respect to such indemnification claim until the final 
   disposition thereof (the "Indemnification Period").

   <PAGE>

   SECTION IX.2.  Indemnification by the Seller.

   (a)  In the event that, during the Indemnification Period  there is a breach
   of  any of the representations or warranties made by, or any breach of or 
   failure to perform any covenant, agreement or obligation of, any of the 
   Companies or the Seller in this Agreement or Agreement otherwise and 
   delivered contained in any exhibit or schedule to this Agreement, and, if 
   there is an applicable survival period pursuant to Section 9.1, then, in 
   each case, provided that the Buyer makes a written claim for 
   indemnification against the Seller within the applicable survival period, 
   the Seller agrees (subject to the limitations set forth in this Article IX) 
   to indemnify the Buyer and its Affiliates, directors, officers, employees, 
   stockholders, representatives and agents (collectively the "Buyer 
   Indemnified Parties") from and against the entirety of any Adverse 
   Consequences the Buyer Indemnified Parties may suffer through and after the 
   date of the claim for indemnification (including any Adverse Consequences 
   the Buyer Indemnified Parties may suffer through and after the end of the 
   applicable survival period) resulting from, arising out of or caused by any 
   breach (or alleged breach) of the foregoing; provided, however, that (A) 
   other than as set forth in Sections 9.2(b), (c) and (d), the Seller shall 
   not have any obligation to indemnify the Buyer Indemnified Parties from and 
   against any Adverse Consequences resulting from, arising out of, or caused 
   by any breach by any of the Companies or the Seller until the Buyer 
   Indemnified Parties have suffered Adverse Consequences by reason of all 
   such breaches in excess of a $295,000, aggregate threshold (at which point 
   the Seller will be obligated to indemnify the Buyer Indemnified Parties 
   from and against all such Adverse Consequences above such $295,000 
   threshold) and (B) there will be a $2,950,000 aggregate ceiling (the 
   "Indemnification Cap") on the obligation to indemnify the Buyer 
   Indemnified Parties from and against Adverse Consequences resulting from, 
   arising out of, or relating to the items identified in this Article IX.  
   Notwithstanding the foregoing or any other provision or term of this 
   Agreement, Buyer shall not be entitled to be indemnified hereunder for any 
   Adverse Consequences resulting from breaches of representations or 
   warranties of which Buyer had Knowledge on or prior to the Closing Date.

   <PAGE>

   (b)  The Seller agrees to indemnify the Buyer Indemnified Parties from and 
   against the entirety of any Adverse Consequences the Buyer Indemnified 
   Parties may suffer resulting from or arising out of relating to, in the 
   nature of, or caused by any Liability of any of the Companies (x) for any 
   Taxes of any of the Companies and any predecessor entities owned by or 
   affiliated with any of the Companies with respect to any Tax period or 
   portion thereof ending on or before the Closing Date (or for any Tax year 
   beginning before and ending after the Closing Date to the extent allocable 
   (as determined in accordance with the next sentence) to the portion of such 
   period beginning before and ending on the Closing Date), to the extent such 
   Taxes are not reflected in the reserve for Tax Liability (rather than any 
   reserve for deferred Taxes established to reflect timing differences between
   book and Tax income) shown on the face of the Latest Balance Sheet, and (y) 
   for the unpaid Taxes of any Person (other than any of the Companies) under 
   Reg. S1.1502-6 (or any similar provision of state, local, or foreign Law), 
   as a transferee or successor, by Contract, or otherwise.  For purposes of 
   allocating gross income and deductions between deemed short taxable periods,
   all amounts of income and deduction shall be deemed to have accrued pro 
   rata during each Company's actual taxable year, except for items of 
   income or loss arising from an extraordinary event, which shall be 
   reflected in the period in which such event occurred.

   (c)  The Seller agrees to indemnify the Buyer Indemnified Parties from and 
   against the entirety of any Adverse Consequences the Buyer Indemnified 
   Parties may suffer resulting from or arising out of any matters disclosed on
   Schedule 9.2(c).

   (d) With respect to the two claims set forth on Schedule 9.2(d):

   (i) Buyer shall have the right to defend such claims as if Buyer were the 
   Indemnifying Party subject to Seller's rights under Section 9.4 as if Seller
   were an Indemnified Party; and

   (ii) Buyer shall assume all Liability for such claims; provided, that Seller
   shall be obligated, notwithstanding any survival period set forth in this 
   Article IX, to indemnify Buyer for any Adverse Consequences with respect 
   to such claims to the extent that such Adverse Consequences are not 
   covered by either the Seller's or the Buyers's insurance.

   SECTION IX.3.  Indemnification by the Buyer.  Provided that the Seller 
   makes a written claim for indemnification against the Buyer within the 
   survival period set forth in Section 9.1, the Buyer and, from and after the 
   Closing, the Companies, jointly and severally, agree to indemnify the Seller
   against, and agree to hold Seller and its Affiliates, directors, officers, 
   employees, stockholders, representatives and agents harmless from, any and 
   all Adverse Consequences incurred or suffered by them arising out of, 
   relating to or caused by, (i) any breach of or any inaccuracy in any 
   representation or warranty made by the Buyer pursuant to this Agreement, 
   any agreement executed and delivered in connection herewith or contained in 
   any exhibit or schedule to this Agreement; (ii) any breach of or failure by 
   the Buyer to perform any agreement, covenant or obligation of the Buyer set 
   out in this Agreement, any agreement executed and delivered in connection 
   herewith or contained in any exhibit or schedule to this Agreement; and 
   (iii) any obligations and Liabilities in respect of the Companies from and 
   after the Closing Date.

   <PAGE>

   SECTION IX.4.  Third-Party Claims.

   (a)  If any third party shall notify any party hereto (the "Indemnified 
   Party") with respect to any matter (a "Third Party Claim") which may give 
   rise to a claim for indemnification against any other party hereto (the 
   "Indemnifying Party") under this Article IX, then the Indemnified Party 
   shall promptly notify each Indemnifying Party thereof in writing; provided, 
   however, that no delay on the part of the Indemnified Party in notifying 
   any Indemnifying Party shall relieve the Indemnifying Party from any 
   obligation hereunder unless (and then solely to the extent) the 
   Indemnifying Party is prejudiced thereby. 

   (b)  Any Indemnifying Party will have the right to defend the Indemnified 
   Party against the Third Party Claim with counsel of the Indemnifying 
   Party's choice reasonably satisfactory to the Indemnified Party so long 
   as (A) the Indemnifying Party notifies the Indemnified Party in writing 
   after the Indemnified Party has given notice of the Third Party Claim that, 
   subject to the limitations set forth in this Article IX,  the Indemnifying 
   Party will indemnify the Indemnified Party from and against the entirety of 
   any Adverse Consequences the Indemnified Party may suffer resulting from, 
   arising out of, or caused by the Third Party Claim, and (B) the 
   Indemnifying Party conducts the defense of the Third Party Claim actively 
   and diligently. 

   (c)  So long as the Indemnifying Party is conducting the defense of the 
   Third Party Claim in accordance with Section 9.4(b) above, (A) the 
   Indemnified Party may retain separate co-counsel at its sole cost and 
   expense and participate in the defense of the Third Party Claim, (B) the 
   Indemnified Party will not consent to the entry of any judgment or enter 
   into any settlement with respect to the Third Party Claim without the prior 
   written consent of the Indemnifying Party (not to be withheld unreasonably),
   (C) the Indemnifying Party will not consent to the entry of any judgment 
   or enter into any settlement with respect to the Third Party Claim without 
   the prior written consent of the Indemnified Party (not to be unreasonably 
   withheld or delayed) (unless such entry or settlement includes as an 
   unconditional term thereof the giving by each claimant or plaintiff to each 
   Indemnified Party a release from all liability, in which case no such 
   consent will be required), and (D) with respect to any Third Party claim 
   relating to Taxes, the Seller, as Indemnifying Party, will not consent to 
   the entry of any judgment or enter into any settlement with respect to the 
   Third Party claim without the consent of Buyer, as Indemnified Party, if 
   such judgment or settlement could reasonably be expected to be material to 
   the Buyer for any post-Closing Tax Periods.

   <PAGE>

   (d) Seller shall be entitled to have sole control over the defense, 
   settlement, compromise, admission or acknowledgment of all claims set forth 
   on Schedule 9.2(c).The Indemnifying Party shall not be entitled to control 
   (but shall be entitled to participate at its own expense in the defense 
   of), and the Indemnified Party shall be entitled to have sole control over, 
   the defense or settlement, compromise, admission, or acknowledgment of any 
   Third Party Claim (1) as to which the Indemnifying Party fails to assume 
   the defense within a reasonable length of time, (2) to the extent the 
   Third Party Claim seeks an order, injunction, or other equitable relief 
   against the Indemnified Party which, if successful, would materially 
   adversely affect the business, operations, assets or financial condition 
   of the Indemnified Party or (3) settlement of, or an adverse judgment with 
   respect to, such Third Party Claim is reasonably likely, in the good faith 
   judgment of the Indemnified Party, to establish a precedential custom or 
   practice which would be reasonably likely to materially adversely affect 
   the business, operations, assets or financial condition of the Indemnified 
   Party; provided, however, that, in each case, the Indemnified Party shall 
   make no settlement, compromise, admission or acknowledgment that would 
   reasonably be expected to give rise to liability on the part of any 
   Indemnifying Party without the prior written consent of such Indemnifying 
   Party.

   (e)  The parties hereto shall extend reasonable cooperation in connection 
   with the defense of any Third Party Claim pursuant to this Article IX and, 
   in connection therewith, shall furnish such records, information, and 
   testimony and attend such conferences, discovery proceedings, hearings, 
   trials, and appeals as may be reasonably requested.

   SECTION IX.5.  Other Indemnification Provisions.

   (a)  The liability of any party under this Article IX shall be in addition 
   to, and not exclusive of any other liability that such party may have at 
   law or equity based on a party's fraudulent acts or omissions.  None of 
   the provisions of this Agreement shall be deemed a waiver of any defenses 
   which may be available in respect of actions or claims for fraud, 
   including but not limited to, defenses of statutes of limitations or 
   limitations of damages.  

   (b) Seller hereby agrees that he will not make any claim for 
   indemnification against  any of the Companies by reason of the fact that he 
   was a director, manager, officer, employee or agent of any such entity or 
   was serving at the request of any such entity as a partner, member, 
   trustee, director, manager, officer, employee, or agent of another entity 
   (whether such claim is for judgments, damages, penalties, fines, costs, 
   amounts paid in settlement, losses, expenses, or otherwise and whether such 
   claim is pursuant to any statute, charter document, bylaw, agreement, or 
   otherwise) with respect to any action, suit, proceeding, complaint, claim 
   or demand brought by the Buyer against the Seller (whether such action, 
   suit, proceeding, complaint, claim or demand is pursuant to this Agreement, 
   applicable Law, or otherwise).

   <PAGE>

   (c)  Indemnification claims shall be reduced, by and to the extent, that 
   Seller or the Buyer Indemnified Parties, as applicable, with respect to such
   claim shall be entitled to receive proceeds under insurance policies, risk 
   sharing pools, or similar arrangements specifically as a result of, and in 
   compensation for, the subject matter of an indemnification claim by such 
   party, net of any increased premiums or similar costs arising out of the 
   making of such claims against such arrangements.  In addition,  
   indemnification claims shall be reduced by and to the extent that the 
   Seller or the Buyer Indemnified Parties, as applicable, with respect to 
   such claim shall lawfully be entitled to realize a Tax benefit as a result 
   of an indemnification claim.  For purposes of this Section 9.5(c), a party 
   will be considered to realize an actual tax benefit if there is an actual 
   reduction in Taxes payable or a refund of Taxes previously paid.

   (d) Except as otherwise provided in this Agreement, Buyer and the Companies 
   hereby release and forever discharge Seller and its Subsidiaries from any 
   and all suits, legal or administrative proceedings, claims, demands, 
   damages, losses, costs, liabilities, interest or causes of action 
   whatsoever in law or in equity, known or unknown, which Buyer and the 
   Companies might now or subsequently may have based on or relating to, or 
   arising out of this Agreement or Seller's use, maintenance, ownership and 
   operation of the Shares and the Companies' Business, including with 
   limitation, rights to contribution under the Environmental Laws, breaches 
   of statutory or implied warranties or otherwise, nuisance or other tort 
   actions and common law rights of contribution.


                                   ARTICLE X

                                   TAX MATTERS

   SECTION X.1.  Filing of Tax Returns and Payment of Taxes.  As soon as 
   practicable after the Closing Date, Seller and the Companies will prepare 
   and file all appropriate Tax Returns for the operations of the Companies 
   for all periods ending on or before the Closing Date, including, for those 
   jurisdictions and tax authorities that permit or require a short period Tax 
   Return, for the period ending on the Closing Date and Seller will timely 
   pay the amount of Taxes shown to be due on such Tax Returns.  The books and 
   records of Seller and the Companies will be maintained, and the Federal, 
   state and other income Tax Returns of the "affiliated group" (as defined in 
   Section 1504(a) of the Code) of which Seller and each of the Companies is a 
   member (the "Seller Group") will be filed, so as to accurately reflect the 
   operations of the Companies through the end of the Closing Date.  Buyer 
   shall prepare and file all appropriate Tax Returns for the operations of 
   the Companies for all periods ending after the Closing Date and will timely 
   pay the amount of Taxes shown to be due on such Tax Returns.

   <PAGE>

   SECTION X.2.  Refunds of Taxes.  Seller will be entitled to any refunds of 
   Taxes (including interest thereon) payable with respect to the operations 
   of the Companies for any period ending on or prior to the Closing Date.  
   Buyer shall be entitled to all other refunds of Taxes with respect to the 
   operations of the Companies.  Refunds to which Seller is not entitled shall 
   be retained by the Companies, and shall not be paid to Seller, and if 
   received by Seller, shall be paid over to Buyer within 15 business days 
   after receipt.

   SECTION X.3.  Cooperation on Tax Matters.


   (a)  Buyer, each of the Companies and Seller shall cooperate fully, as and 
   to the extent reasonably requested by the other party, in connection with 
   the filing of Tax Returns pursuant to this Article X and any audit, 
   litigation or other proceeding with respect to Taxes.  Such cooperation 
   shall include the retention and (upon the other party's request) the 
   provision of records and information which are reasonably relevant to any 
   such audit, litigation or other proceeding and making employees available 
   on a mutually convenient basis to provide additional information and 
   explanation of any material provided hereunder.  Each of the Companies and 
   the Seller agree (A) to retain all books and records with respect to Tax 
   matters pertinent to the Companies relating to any taxable period beginning 
   before the Closing Date until the expiration of the statute of limitations 
   (and, to the extent notified by Buyer or Seller, any extensions thereof) of 
   the respective taxable periods, and to abide by all record retention 
   agreements entered into with any taxing Authority, and (B) to give the 
   other party reasonable written notice prior to transferring, destroying or 
   discarding any such books and records and, if the other party so requests, 
   the Companies or Seller, as the case may be, shall allow the other party to 
   take possession of such books and records.

   (b)  Buyer and Seller further agree, upon request, to use commercially 
   reasonable  efforts to obtain any certificate or other document from any 
   governmental Authority or any other Person as may be necessary to mitigate, 
   reduce or eliminate any Tax that could be imposed (including, but not 
   limited to, with respect to the transactions contemplated hereby).

   (c)  Seller shall promptly notify Buyer and the Companies of any proposed 
   adjustment of any item on any Tax Return of the Seller Group for any period 
   ending on or prior to the Closing Date (including a deemed short taxable 
   period ending on and including the Closing Date with respect to those 
   jurisdictions in which the Companies' taxable years do not end on the 
   Closing Date), if such proposed adjustment may affect the Tax liability of 
   the Companies or Buyer for any period beginning after the close of such 
   period, including, without limitation, any proposed adjustments to the 
   allocation among assets of amounts received by Seller pursuant to the 
   transactions contemplated by this Agreement. 

   <PAGE>

   SECTION X.4.  Certain Taxes.  All transfer, documentary, sales, use, stamp, 
   registration and other such Taxes and fees (including any penalties and 
   interest) incurred in connection with this Agreement (including any New 
   York City Transfer Tax and any similar tax imposed in other states or 
   subdivisions), shall be paid by Seller when due with respect to all such 
   transfer, documentary, sales, use, stamp, registration and other Taxes and 
   fees, and, if required by applicable Law, Buyer will, and will cause its 
   Affiliates to join in the execution of any such Tax Returns and other 
   documentation.


                                      ARTICLE XI

                                      TERMINATION

   SECTION XI.1.  Termination of Agreement.  Certain of the parties may 
   terminate this Agreement as provided below:

   (a)  the Buyer and the Seller may terminate this Agreement by mutual 
   written consent at any time prior to the Closing;

   (b)  the Buyer may terminate this Agreement by giving written notice to 
   the Seller at any time prior to the Closing (A) in the event the Seller 
   has breached any representation, warranty, or covenant contained in this 
   Agreement in any material respect, the Buyer has notified in writing the 
   Seller of the breach, and the breach has continued without cure for a 
   period of 30 days after the notice of breach or (B) if the Closing shall 
   not have occurred on or before April 30, 1998, by reason of the failure of 
   any condition precedent under Article  VII hereof (unless the failure 
   results primarily from the Buyer itself breaching any representation, 
   warranty, or covenant contained in this Agreement);

   (c)  the Seller may terminate this Agreement by giving written notice to 
   the Buyer at any time prior to the Closing (A) in the event the Buyer has 
   breached any material representation, warranty, or covenant contained in 
   this Agreement in any material respect, the Seller have notified in writing 
   the Buyer of the breach, and the breach has continued without cure for a 
   period of 30 days after the notice of breach; provided, however, that there 
   shall be no cure period with respect to the condition to closing set forth 
   in Section 7.8; or (B) if the Closing shall not have occurred on or before 
   April 30, 1998, by reason of the failure of any condition precedent under 
   Article  VIII hereof (unless the failure results primarily from the Seller 
   breaching any representation, warranty, or covenant contained in this 
   Agreement); and

   (d)  the Buyer or Seller may terminate this Agreement by giving written 
   notice to the other if a court of competent jurisdiction or other Authority 
   shall have issued an order, decree, or ruling or taken any other action 
   (which order, decree or ruling the parties hereto shall use commercially 
   reasonable efforts to lift), in each case permanently restraining, 
   enjoying, or otherwise prohibiting the transactions contemplated by this 
   Agreement, and such order, decree, ruling, or other action shall have 
   become final and nonappealable.

   SECTION XI.2.  Effect of Termination.  If any party terminates this 
   Agreement pursuant to Section 11.1 above, all rights and obligations of 
   the parties hereunder shall terminate without any Liability of any party 
   to any other party (except for any Liability of any party then in breach).
   
   <PAGE>

                                   ARTICLE XII
   
                                  MISCELLANEOUS

   SECTION XII.1.  Expenses.  Each party will bear his or its own costs and 
   expenses (including legal fees and expenses) incurred in connection with 
   this Agreement and the transactions contemplated hereby.  The Seller agrees 
   that none of the Companies has borne or will bear any of the Seller's costs 
   and expenses (including any of their legal fees and expenses) in connection 
   with this Agreement or any of the transactions contemplated hereby.


   SECTION XII.2.  Press Releases and Public Announcements.  No party shall 
   issue any press release or make any public announcement relating to the 
   subject matter of this Agreement without the prior written approval of the 
   Buyer and the Seller; provided, however, that any party may make any public
   disclosure it believes in good faith is required by applicable Law or any 
   listing or trading agreement concerning its publicly-traded securities 
   (in which case the disclosing party will use commercially reasonable 
   efforts to advise the other parties prior to making the disclosure).

   SECTION XII.3.  No Third-Party Beneficiaries.  Subject to the provisions 
   of Section 12.5, this Agreement shall not confer any rights or remedies 
   upon any Person other than the parties and their respective successors 
   and permitted assigns, provided, however, that Section 6.21 shall confer 
   the rights and remedies stated therein to the Transferred Employees.

   SECTION XII.4.  Entire Agreement.  This Agreement (including the documents 
   referred to herein) constitutes the entire agreement among the parties and 
   supersedes any prior understandings, agreements, or representations by or 
   among the parties, written or oral, to the extent they related in any way 
   to the subject matter hereof.

   SECTION XII.5.  Succession and Assignment.  This Agreement shall be binding 
   upon and inure to the benefit of the parties named herein and their 
   respective successors and permitted assigns.  No party may assign either 
   this Agreement or any of his or its rights, interests, or obligations 
   hereunder without the prior written approval of the Buyer and the Seller; 
   provided, however, that the Buyer may (i) assign any or all of its rights 
   and interests (but not obligations) hereunder to one or more of its 
   Affiliates, (ii) designate one or more of its Affiliates to perform its 
   obligations hereunder (in any or all of which cases the Buyer nonetheless 
   shall remain responsible for the performance of all of its obligations 
   hereunder) and (iii) grant a security interest in respect of its rights 
   hereunder to its lenders.

   SECTION XII.6.  Counterparts.  This Agreement may be executed in one or 
   more counterparts, each of which shall be deemed an original but all of 
   which together will constitute one and the same instrument.

   SECTION XII.7.  Headings.  The section headings contained in this 
   Agreement are inserted for convenience only and shall not affect in any 
   way the meaning or interpretation of this Agreement.

   <PAGE>

   SECTION XII.8.  Notices.  All notices, requests, demands, claims, and 
   other communications hereunder will be in writing. Any notice, request, 
   demand, claim, or other communication hereunder shall be deemed duly 
   given if (and then two business days after) it is sent by registered or 
   certified mail, return receipt requested, postage prepaid, and addressed 
   to the intended recipient as set forth below:


   (a)  If to the Seller, to the addressed as follows:
   
   NCH Corporation
   2727 Chemsearch Boulevard
   Irving, Texas 75062
   Attn:   Mr. Jack B. Rubin
   Senior Vice President
   Facsimile No.:  (972) 721-6135

   Attn:   Joe Cleveland
   General Counsel
   Facsimile No.:  (972) 438-0100

   with a copy to:

   Vinson & Elkins L.L.P.
   3700 Trammell Crow Center
   2001 Ross Avenue
   Dallas, Texas 75201-2975
   Attention:  Jeffrey A. Chapman
   Facsimile No.:  (214) 220-7716

   (b)  If to the Buyer, addressed as follows:

   Jackson Products, Inc.
   2997 Clackson Road
   Chesterfield, Missouri  63017
   Attention:  Christopher T. Paule
   Facsimile No.:  (314) 207-2800
   
   with a copy to:

   Mayer, Brown & Platt
   1675 Broadway, Suite 1900
   New York, New York  10019
   Attention:  James B. Carlson
   Facsimile No.:  (212) 262-1910

   <PAGE>

   Any party may send any notice, request, demand, claim, or other 
   communication hereunder to the intended recipient at the address set forth 
   above using any other means (including personal delivery, expedited courier,
   messenger service, telecopy, ordinary mail, or electronic mail), but no such
   notice, request, demand, claim, or other communication shall be deemed to 
   have been duly given unless and until it actually is received by the 
   intended recipient. Any party may change the address to which notices, 
   requests, demands, claims, and other communications hereunder are to be 
   delivered by giving the other parties notice in the manner herein set forth.

   SECTION XII.9.  Governing Law.  This Agreement shall be governed by and 
   construed in accordance with the domestic Laws of the State of New York 
   without giving effect to any choice or conflict of Law provision or rule 
   (whether of the State of New York or any other jurisdiction) that would 
   cause the application of the Laws of any jurisdiction other than the State 
   of New York.

   SECTION XII.10.  Amendments and Waivers.  No amendment of any provision of 
   this Agreement shall be valid unless the same shall be in writing and 
   signed by the Buyer and Seller. No waiver by any party of any default, 
   misrepresentation, or breach of warranty or covenant hereunder, whether 
   intentional or not, shall be deemed to extend to any prior or subsequent 
   default, misrepresentation, or breach of warranty or covenant hereunder 
   or affect in any way any rights arising by virtue of any prior or 
   subsequent such occurrence.

   SECTION XII.11.  Severability.  Any term or provision of this Agreement 
   that is invalid or unenforceable in any situation in any jurisdiction shall 
   not affect the validity or enforceability of the remaining terms and 
   provisions hereof or the validity or enforceability of the offending term 
   or provision in any other situation or in any other jurisdiction.

   SECTION XII.12.  Construction.  The parties have participated jointly in 
   the negotiation and drafting of this Agreement. In the event an ambiguity 
   or question of intent or interpretation arises, this Agreement shall be 
   construed as if drafted jointly by the parties and no presumption or burden 
   of proof shall arise favoring or disfavoring any party by virtue of the 
   authorship of any of the provisions of this Agreement.  Any reference to 
   any federal, state, local, or foreign statute or Law shall be deemed also 
   to refer to all rules and regulations promulgated thereunder, unless the 
   context requires otherwise. The word "including" shall mean including 
   without limitation. The parties intend that each representation, warranty, 
   and covenant contained herein shall have independent significance. If any 
   party has breached any representation, warranty, or covenant contained 
   herein in any respect, the fact that there exists another representation, 
   warranty, or covenant relating to the same subject matter (regardless of 
   the relative levels of specificity) which the party has not breached shall 
   not detract from or mitigate the fact that the party is in breach of the 
   first representation, warranty, or covenant.

   SECTION XII.13.  Incorporation of Exhibits, Annexes, and Schedules.  The 
   exhibits, annexes, and schedules identified in this Agreement are 
   incorporated herein by reference and made a part hereof.

   <PAGE>

   SECTION XII.14.  Specific Performance.  Each of the parties acknowledges 
   and agrees that the other parties would be damaged irreparably in the event 
   that Sections 6.5, 6.15 and 6.19 of this Agreement are not performed in 
   accordance with its specific terms or otherwise are breached. Accordingly, 
   each of the parties agrees that the other parties shall be entitled to an 
   injunction or injunctions to prevent breaches of such provision of this 
   Agreement and to enforce specifically this Agreement and the terms and 
   provisions hereof in any action instituted in any court of the United 
   States or any state thereof having jurisdiction over the parties and the 
   matter, in addition to any other remedy to which they may be entitled, 
   at law or in equity.

   IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of 
   the date first above written.


                                 JACKSON PRODUCTS, INC.


                                 By:     /s/ Christopher T. Paule   
                                     -----------------------------
                                  Name:  Christopher T. Paule
                                  Title: Vice President



                                 NCH CORPORATION


                                 By:     /s/ Tom Hetzer       
                                     ----------------------
                                  Name:  Tom Hetzer
                                  Title: Vice President - Finance



                                 AMERICAN ALLSAFE COMPANY

      
                                 By:     /s/ Jack B. Rubin   
                                     -----------------------
                                  Name:  Jack B. Rubin
                                  Title: Senior Vice President



                                 SILENCIO/SAFETY DIRECT, INC.


                                 By:     /s/ Jack B. Rubin      
                                     -----------------------
                                  Name: Jack B. Rubin
                                  Title:   Senior Vice President 


   <PAGE>
   
                     NCH CORPORATION AND SUBSIDIARIES
                              EXHIBIT 13
               ANNUAL REPORT FOR THE YEAR ENDED APRIL 30, 1998
                              
                              
                                                                
   Selected Financial Data
   NCH Corporation and Subsidiaries
   (In Thousands Except Per Share Data)

   Years Ended April 30,
                                                                          

                   1998        1997        1996        1995        1994   
                 --------    --------    --------    --------    --------

   Net Sales     $784,095    $766,761    $772,834    $735,098    $679,987

   Net Income    $ 35,695    $ 34,675    $ 36,307    $ 35,582    $ 31,207

   Earnings Per
   Share
     Basic          $4.98       $4.73       $4.51       $4.29       $3.77
     Diluted        $4.97       $4.73       $4.51       $4.27       $3.76


   Current 
   Ratio         3.7 to 1    3.4 to 1    3.3 to 1    3.5 to 1    3.6 to 1

   Total Assets  $519,704    $497,591    $514,404    $529,137    $485,223

   Long-Term
   Debt          $  1,400    $    112    $     49    $  4,761    $  6,790

   Retirement
   and Deferred
   Compensation
   Plans         $111,088    $107,057    $ 99,915    $ 92,157    $ 83,986

   Cash Dividends
   Declared
   Per Share        $1.35       $2.20       $2.20       $2.15       $2.00


   <PAGE>

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
   -----------------------------------------------------------------------
   OF OPERATIONS
   -------------


   Liquidity and Capital Resources
   -------------------------------


        In the fiscal year ended April 30, 1998, working capital increased to 
   $288.7 million from $260.1 million at April 30, 1997. The current ratio was 
   3.7 to 1 at April 30, 1998, compared to 3.4 to 1 at April 30, 1997.  The 
   total of cash, cash equivalents and marketable securities increased by 
   $27.8 million to $118.8 million at April 30, 1998.  Net cash flow from 
   operations totaled $27.7 million for fiscal 1998.  Additional cash was 
   provided by the sale of two subsidiaries with net proceeds of $30.1 
   million, net proceeds from the exercise of stock options of $7.3 million, 
   and net proceeds from notes payable of $4.7 million.  Principal uses of 
   cash consisted of net purchases of marketable securities of $31.8 million, 
   net capital expenditures of $12.6 million, payment of dividends of $9.3 
   million, and treasury stock purchases of $9.1 million.  During the year, 
   the Company purchased the assets of two small domestic businesses for 
   $4.6 million.  Management expects that operating cash flows will continue 
   to generate sufficient funds to finance operating needs, capital 
   expenditures and the payment of dividends.  Long-term and short-term 
   indebtedness has usually been limited to the borrowing of local country 
   currencies by the Company's international subsidiaries to finance working 
   capital requirements, although the Company has incurred debt domestically 
   at various times when financially advantageous.    

        The Company's international subsidiaries operate on a fiscal year 
   ending on the last day of February.  At February 28, 1998, the value of 
   the U.S. dollar had increased relative to most of the currencies in which 
   the Company's international subsidiaries operate.  As a result, the 
   reported values of both assets and liabilities of the Company's 
   international subsidiaries decreased as a result of the change in the 
   Company's composite spot rate at February 28, 1998, compared to February
   28, 1997.  This is reflected by the foreign currency translation component 
   of stockholders' equity, which increased $8.0 million to a $33.8 million 
   reduction of equity at April 30, 1998. 

        As reported on the Consolidated Balance Sheets, accounts receivable 
   decreased by $3.9 million in the year ended April 30, 1998.  The change in 
   accounts receivable presented in the Consolidated Statements of Cash Flows 
   excludes the effect of exchange rates on the reported asset values and 
   shows that accounts receivable, net of the provision for losses, increased 
   by $3.4 million compared to the end of the prior year.  The change in 
   accounts receivable, was primarily the result of the sale of two domestic 
   subsidiaries during April 1998, offset by increased sales in certain of the 
   domestic operations during the month of April. 

   <PAGE>

        As reported on the Consolidated Balance Sheets, inventories increased 
   by $1.0 million in the year ended April 30, 1998.  The change in inventories
   presented in the Consolidated Statements of Cash Flows excludes the effect 
   of exchange rates on the reported asset values and shows that inventories 
   increased $6.5 million in the same period.  Inventories increased in the 
   current year due to higher inventory requirements as a result of increasing 
   sales in several of the Company's domestic operations, partially offset by 
   the sale of two domestic subsidiaries during April 1998. 

        Accounts payable, accrued expenses and income taxes payable decreased 
   by $1.4 million as reported on the Consolidated Balance Sheets.  Accounts 
   payable decreased as a result of normal business activity associated with 
   timing of payments and was offset by an increase in income taxes payable.  
   Income taxes payable increased due to the timing of payments in the current 
   year as compared to the prior year and increased pre-tax income during the 
   current year in the domestic operations.

        Net capital expenditures for property, plant and equipment were $12.6 
   million for the year ended April 30, 1998.  These consisted of the 
   installation and update of worldwide computer systems and normal additions 
   of operating equipment.  Capital expenditures for the upcoming year are 
   anticipated to be less than current year expenditures.

        Deferred tax benefits represent future income tax deductions and, 
   therefore, impact future cash flows by reducing federal income taxes to be 
   paid in future years in which the temporary differences are expected to be 
   recovered or settled.  Management believes the Company will have sufficient 
   future taxable income to make it more likely than not that the net deferred 
   tax assets will be realized.
        
        Total bank indebtedness, comprised of long-term debt, current 
   maturities of long-term debt and notes payable, increased $2.3 million as 
   reported on the Consolidated Balance Sheets.  During the year, short-term 
   borrowings, primarily in Europe, were repaid, and $3.7 million of domestic 
   debt was repaid in connection with the sale of two subsidiaries.  Of the 
   $1.7 million in long-term debt and current maturities, $1.5 million is a 
   note payable issued in connection with the purchase of a small domestic 
   business.  The remaining long-term debt and current maturities and all $7.2 
   million of notes payable consist of international subsidiary borrowings in 
   local country currencies used primarily to finance working capital 
   requirements.  

        The retirement and deferred compensation plan liability on the 
   Consolidated Balance Sheets represents compensation deferred by employees 
   and accrued interest on such deferrals as well as accrued retirement 
   benefits under non-qualified retirement plans. Deferred compensation is 
   expensed as earned with a liability recorded for payment in future years.

        During fiscal year 1998, cash dividends paid amounted to $9.3 
   million ($1.30 per share) compared to $16.0 million in 1997 ($2.20 per 
   share, which included a special dividend of $1.00 per share). The directors 
   of the Company increased the regular quarterly dividend to $.35 from $.30 
   on September 10, 1997, which was paid December 15, 1997.  On April 8, 1998, 
   the directors of the Company declared a regular quarterly cash dividend of 
   $.35 per share of Common Stock to be paid June 15, 1998, to shareholders 
   of record June 1, 1998.  

   <PAGE>

   

   Subsequent Event
   ----------------

        On May 26, 1998, the Board of Directors authorized the repurchase 
   of an aggregate of 1,266,176 shares of NCH Corporation Common Stock from 
   the Milton P. Levy, Jr. family.  These shares were acquired on May 26, 
   1998 at $60.89 per share.  The closing trading price of NCH Common Stock 
   on that date was $65.44 per share.  In addition, the Company purchased an 
   additional 284,839 shares on the open market.  In these two transactions, 
   the Company repurchased 1,551,015 shares of NCH Common Stock for an 
   aggregate price of $93.8 million.

   Operating Results
   -----------------

        Net sales of $784.1 million in fiscal 1998 were 2% higher than net 
   sales of $766.8 million in fiscal 1997.  Net sales in fiscal year 1997 were 
   1% lower than fiscal 1996 net sales of $772.8 million.  Domestic net sales 
   increased 1% from fiscal 1996 to 1997, and 10% from fiscal 1997 to 1998.  
   Net sales from total international operations increased 4% from fiscal 
   1997 to 1998 when measured on a local currency basis.  Due to the 
   strengthening of the U.S. dollar, sales from international operations 
   reflected a decrease of 6% from fiscal 1997 to 1998 as reported in U.S. 
   dollars.  Total international net sales in fiscal 1997 decreased 3% from 
   1996 as reported in U.S. dollars and remained constant when measured on a 
   local currency basis.  Net sales in Europe increased 4% on a local currency 
   basis from fiscal 1997 to 1998 and remained constant from fiscal 1996 to 
   1997.  When reported in U.S. dollars, net sales in Europe decreased 8% from 
   fiscal 1997 to 1998, as compared to a 3% decrease from fiscal 1996 to 1997. 
   Net sales in the Pacific and Far East decreased 23% on a local currency 
   basis from fiscal 1997 to 1998 as compared to a 7% increase in local 
   currency net sales from fiscal 1996 to 1997.  Net sales in the Pacific and 
   Far East decreased 14% from fiscal 1997 to 1998 as reported in U.S. 
   dollars as compared to a 4% decrease from fiscal 1996 to 1997.  Net sales 
   in Latin America and Canada decreased 1% on a local currency basis from 
   fiscal 1997 to 1998 compared to a 12% decrease from 1996 to 1997.  Net 
   sales in Latin America and Canada as reported in U.S. dollars increased 3% 
   from fiscal 1997 to 1998 and decreased 3% from fiscal 1996 to 1997.

   <PAGE>

        Operating income decreased to $51.7 million in fiscal 1998 compared 
   to $56.3 million in 1997, due to the strengthening of the U.S. dollar and 
   lower operating margins in the international operations.  Domestic 
   operating margins improved slightly from fiscal 1997 to 1998 due to 
   decreased marketing and administrative costs, partially offset by 
   increased cost of sales from fiscal 1997 to 1998.  Internationally, 
   operating margins decreased due to increased marketing and administrative 
   expenses in fiscal 1998 compared to 1997.  Operating income decreased to 
   $56.3 million in fiscal 1997 from $61.0 million in 1996.  Domestically, 
   operating margins in fiscal 1997 decreased slightly from 1996 due to higher 
   marketing and administrative expenses.  International operating margins in 
   fiscal 1997 decreased slightly due to increased administrative expenses.

        In fiscal year 1998, the Company reported net interest expense of 
   $.4 million compared to net interest income of $.8 million in 1997.  
   This decrease is due to higher average borrowings during 1998 as compared 
   to 1997 for both domestic and international operations.  The $.8 million 
   in net interest income in fiscal 1997 compared to net interest income of 
   $1.2 million in 1996.

        Loss on revaluation of foreign currencies was $2.3 million in fiscal 
   1998 compared to $2.4 million in fiscal 1997.  The current year loss is due 
   to foreign exchange expense in certain European and Pacific subsidiaries 
   and translation losses in hyper-inflationary countries.  In fiscal 1997, 
   loss on currency revaluation was $2.4 million compared to a loss of $.8 
   million in 1996.  The fiscal 1997 loss is attributable to foreign exchange 
   expense in certain European subsidiaries and translation losses in 
   hyper-inflationary countries.  The Company enters into foreign exchange 
   contracts and foreign currency option contracts from time to time to manage 
   its exposure to foreign currency rate changes.
        
        During April 1998, the Company sold two subsidiaries, resulting in a 
   gain of $11.0 million before taxes ($7.1 million after taxes).  Sales for 
   these two subsidiaries were less than 5% of the Company's consolidated 
   annual sales, and therefore this transaction is not expected to have a 
   material impact on the Company's future operations.  During the previous 
   fiscal year, the Company sold subsidiary assets, resulting in a gain of 
   $3.5 million before taxes ($2.3 million after taxes).  This subsidiary's 
   sales were not a material portion of the Company's consolidated annual 
   sales, and therefore this transaction has not had a material impact on the 
   Company's operations.

        The overall corporate tax rate for fiscal 1998 was 40.5% of pre-tax 
   income compared to 40.4% in 1997 and 40.9% in 1996.  A reconciliation of 
   the effective tax rates to U.S. statutory rates is contained in the Notes 
   to Consolidated Financial Statements.

   <PAGE>

        Net income in fiscal year 1998 increased 3% to $35.7 million from 
   $34.7 million in 1997.  Basic earnings per share increased 5% to $4.98 per 
   share in fiscal 1998, due to the increase in net income combined with the 
   decrease in the weighted average number of common shares outstanding during 
   the current year.  Diluted earnings per share also increased 5% to $4.97 
   per share in fiscal 1998.  Net income in fiscal 1997 was 4% lower than the 
   $36.3 million reported in 1996.  Basic earnings per share in fiscal 1997 
   were $4.73, a 5% increase from $4.51 in 1996, due to a decrease in the 
   weighted average number of common shares outstanding during fiscal 1997.  
   Diluted earnings per share also increased 5% to $4.73 per share in fiscal 
   1997.

        On a geographic area basis, net income for the United States increased 
   25% to $27.3 million in fiscal year 1998, due to the sale of subsidiary 
   assets during the year.  Net income of $21.8 million in fiscal 1997 was 7% 
   higher than the $20.3 million reported in 1996, primarily due to the sale 
   of subsidiary assets during fiscal 1997 and a lower effective income tax 
   rate in 1997 compared to 1996.

        Net income in Europe decreased 7% from $11.7 million in fiscal 1997 
   to $10.9 million in 1998.  The decrease in net income from fiscal 1997 to 
   1998 was primarily attributable to the negative effect of the stronger U.S. 
   dollar in 1998 compared to 1997.  Net income in fiscal 1996 was $15.2 
   million.  The decrease in net income from fiscal 1996 to 1997 was primarily 
   attributable to decreased sales in certain European countries plus the 
   negative effect of the stronger U.S. dollar in 1997 compared to 1996.

        Net loss in the Pacific and Far East operations was $2.7 million in 
   fiscal 1998 compared to net income of $.1 million in 1997 due to the 
   regional business environment and the strength of the U.S. dollar relative 
   to regional currencies.  Net income of $.1 million in fiscal 1997 compared 
   to net income of $.2 million reported in 1996.

        Latin America and Canada had net income of $.2 million in fiscal 1998 
   compared to $1.1 million in 1997.  Net income of $1.1 million in fiscal 
   1997 compared to net income of $.5 million reported in 1996.

   
   Year 2000 Compliance
   --------------------

        The Company is continuing to review its worldwide computer systems 
   to identify and address any code changes, testing, and implementation 
   procedures necessary to make its systems year 2000 compliant.  The Company 
   believes that with modifications to existing software, and converting to 
   new software, the year 2000 issue will not pose significant operational 
   problems for the Company's computer systems as so modified and converted.  
   The Company expects to be compliant by the end of fiscal year 1999.  
   Amounts expensed for year 2000 projects have not been and are not expected 
   to be significant to the Company's results of operations.

   <PAGE>

   Forward-Looking Information
   ---------------------------

        Management is unaware of any conditions or trends that could have a 
   material adverse effect on the Company's consolidated financial position, 
   future results of operations or liquidity.  However, investors should also 
   be aware of factors that could have a negative impact on prospects and the 
   consistency of progress.  These include economic, political or other 
   factors such as currency exchange rates, inflation rates, taxes and 
   regulations in each of the countries in which the Company operates, 
   competitive products and pricing, and changes in the prices of raw 
   materials.

   
   Recent Accounting Pronouncements
   --------------------------------

        
        In June 1997, the Financial Accounting Standards Board (FASB) issued 
   SFAS No. 130, "Reporting Comprehensive Income".  This statement establishes 
   standards for the reporting and display of comprehensive income in a full 
   set of general purpose financial statements.  Also in June 1997, the FASB 
   issued SFAS No. 131, "Disclosures about Segments of an Enterprise and 
   Related Information".  This statement establishes standards for the 
   reporting of information about operating segments in annual financial 
   statements.  Additionally, it requires that enterprises report selected 
   information about operating segments in interim financial reports issued to 
   shareholders.  In February 1998, the FASB issued SFAS No. 132, "Employers' 
   Disclosures about Pensions and Other Postretirement Benefits" that provides 
   new employer disclosure requirements regarding pension plans and other 
   postretirement plans.  SFAS Nos. 130, 131, and 132 are effective for 
   periods beginning after December 15, 1997, and the Company will adopt 
   these statements for fiscal year 1999.  These statements increase 
   disclosure only and will have no effect on the Company's financial position 
   or results of operations. 

   <PAGE>
   <TABLE>

   Consolidated Statements of Income
   NCH Corporation and Subsidiaries
   (In Thousands Except Per Share Data)

   Years Ended April 30,
   
   <CAPTION>                                                                             

                                            1998        1997        1996   
                                          --------    --------    --------
   <S>                                    <C>         <C>         <C>
   
   Net Sales                              $784,095    $766,761    $772,834
                                          --------    --------    --------

   Operating Expenses
     Cost of sales, including 
       warehousing and commissions         427,304     403,317     407,141
     Marketing and administrative 
       expenses                            305,044     307,193     304,692
                                          --------    --------    --------
                                           732,348     710,510     711,833

   Operating Income                         51,747      56,251      61,001

   Other (Expenses) Income
     Revaluation of foreign currencies      (2,318)     (2,373)       (789)
     Net interest                             (434)        801       1,171
     Gain on sale of subsidiaries           10,972       3,536           -
                                          --------    --------    --------


   Income before Income Taxes               59,967      58,215      61,383       
   
   
   Provision for Income Taxes               24,272      23,540      25,076
                                          --------    --------    --------


   Net Income                             $ 35,695    $ 34,675    $ 36,307
                                          ========    ========    ========   
   Earnings Per Share

     Basic                                   $4.98       $4.73       $4.51
                                             =====       =====       =====

     Diluted                                 $4.97       $4.73       $4.51
                                             =====       =====       =====
   
   </TABLE>

   The accompanying notes are an integral part of these financial statements.

   <PAGE>
   

   <TABLE>   
   Consolidated Balance Sheets
   NCH Corporation and Subsidiaries
   (In Thousands Except Share Data)

   As of April 30,

   <CAPTION>

                                                         1998        1997   
                                                       --------    -------- 
   <S>                                                 <C>         <C>
   Assets

   Current Assets
    Cash and cash equivalents                          $ 17,139    $ 21,273
    Marketable securities                               101,626      69,700
   Accounts receivable (less allowance for                                 
     doubtful accounts of $15,653 and $15,624)          140,758     144,664
   Inventories                                          108,478     107,502
   Prepaid expenses                                       9,434       6,228
   Deferred income taxes                                 19,099      18,579
                                                       --------    --------
    Total Current Assets                                396,534     367,946
                                                       --------    --------

   Property, Plant and Equipment                        191,514     202,830
   Accumulated depreciation                             112,353     114,330
                                                       --------    --------
                                                         79,161      88,500
                                                       --------    --------

   Deferred Income Taxes                                 30,848      29,637
                                                       --------    --------
   Other                                                 13,161      11,508
                                                       --------    --------
    Total                                              $519,704    $497,591
                                                       ========    ========


   Liabilities and Stockholders' Equity

   Current Liabilities
    Notes payable to banks                             $  7,178    $  2,694
    Current maturities of long-term debt                    292       3,767
    Accounts payable                                     49,083      51,057
    Accrued expenses                                     28,019      28,286
    Income taxes payable                                 20,736      19,874
    Dividends payable                                     2,504       2,149
                                                       --------    --------
     Total Current Liabilities                          107,812     107,827
                                                       --------    --------

   Long-Term Debt, less current maturities                1,400         112
                                                       --------    --------

   Retirement and Deferred Compensation Plans           111,088     107,057
                                                       --------    --------

   Stockholders' Equity
    Common stock, par value $1 per share, authorized
     20,000,000 shares.  Issued 11,769,304 shares        11,769      11,769
    Additional paid-in capital                           12,289       8,708
    Retained earnings                                   474,540     448,513
    Foreign currency translation adjustment             (33,786)    (25,740)
    Unrealized gains on investments                         111          40 
                                                       --------    --------
                                                        464,923     443,290

    Less treasury stock
     (4,615,605 and 4,606,705 shares)                   165,519     160,695
                                                       --------    --------
                                                        299,404     282,595
                                                       --------    --------

     Total                                             $519,704    $497,591
                                                       ========    ========

   </TABLE>                                                         
   The accompanying notes are an integral part of these financial statements.
 
   <PAGE>
   <TABLE>

   Consolidated Statements of Cash Flows
   NCH Corporation and Subsidiaries
   (In Thousands)

   Years Ended April 30,
                                                                                      
   <CAPTION>          

                                                                    1998       1997       1996  
                                                                  --------   --------   --------
   <S>                                                            <C>        <C>        <C>
   Cash Flows from Operating Activities
      Net income                                                   $35,695    $34,675    $36,307
        Adjustments to reconcile net income to net cash  
              provided by operating activities:
           Depreciation and amortization                            14,992     15,092     14,981
           Gain on sale of subsidiaries                            (10,972)    (3,536)         -
           Provision for losses on accounts receivable               5,483      6,939      7,697
           Deferred income taxes                                    (1,917)    (3,723)    (5,150)
           Retirement and deferred compensation plans                4,757      7,860      8,143
           Other noncash items                                         206        546       (486)
           Change in assets and liabilities, excluding net assets  
              acquired in the purchase of businesses:       
             Accounts receivable                                    (8,883)   (12,414)    (5,824)
             Inventories                                            (6,459)    (2,397)      (995)
             Prepaid expenses                                       (3,240)      (286)      (183)
             Accounts payable, accrued expenses
               and income taxes payable                               (606)      (381)    (4,020)
             Other noncurrent assets                                (1,308)    (1,704)    (2,132)
                                                                  --------   --------   --------

             Net cash provided by operating activities              27,748     40,671     48,338
                                                                  --------   --------   --------   
   

   Cash Flows from Investing Activities
      Sales of property, plant and equipment                         1,342      1,641        823
      Purchases of property, plant and equipment                   (13,935)   (17,659)   (18,396)
      Redemptions of marketable securities                          36,589     45,927     52,590
      Purchases of marketable securities                           (68,407)   (33,657)   (22,031)
      Acquisition of businesses                                     (4,562)      (246)         -
      Sale of subsidiaries                                          30,098      7,932          -       
      Other                                                           (886)    (1,012)    (1,012)
                                                                  --------   --------   --------

             Net cash provided by (used in) investing activities   (19,761)     2,926     11,974
                                                                  --------   --------   --------



   Cash Flows from Financing Activities
      Proceeds from notes payable                                    5,172      2,296      2,487
      Payments of notes payable                                       (427)    (6,596)      (480)
      Additional long-term debt                                         98        114          -
      Payments of long-term debt                                    (3,764)       (24)    (3,275)
      Borrowing of cash surrender values                             1,930      1,914      1,887
      Surrender of insurance contracts                                   -      6,452          -
      Payments of dividends                                         (9,313)   (15,999)   (17,746)
      Purchases of treasury stock                                   (9,054)   (30,052)   (37,283)
      Proceeds from exercise of stock options                        7,259      1,800      1,077
                                                                  --------   --------   --------
                

             Net cash used in financing activities                  (8,099)   (40,095)   (53,333)

   Effect of Exchange Rate Changes on Cash and Cash Equivalents     (4,022)    (4,035)    (1,437)
                                                                  --------   --------   --------   

   Net Increase (Decrease) in Cash and Cash Equivalents             (4,134)      (533)     5,542

   Cash and Cash Equivalents at Beginning of Year                   21,273     21,806     16,264
                                                                  --------   --------   --------   

   Cash and Cash Equivalents at End of Year                        $17,139    $21,273    $21,806
                                                                  ========   ========   ========

   </TABLE>

   The accompanying notes are an integral part of these financial statements.

   <PAGE>
   <TABLE>
 

 
   Consolidated Statements of Stockholders' Equity
   NCH Corporation and Subsidiaries
   (In Thousands Except Per Share Data)
                                                                                                                         
                     
   <CAPTION>
                                                                                                 Foreign    Unrealized
                                    Common   Treasury   Common   Treasury Additional             Currency     Gains
                                    Stock     Stock     Stock     Stock     Paid-In   Retained  Translation (Losses) on
                                    Shares    Shares    Amount    Amount    Capital   Earnings  Adjustment  Investments   Total
                                    -------   -------   -------   -------   -------   -------   --------    --------    --------  
   <S>                              <C>       <C>       <C>       <C>       <C>       <C>       <C>         <C>         <C>
   Balance, April 30, 1995           11,769    (3,458)  $11,769  $(95,206)   $7,348  $410,932   $(18,412)      $(255)   $316,176
   Net income                                                                          36,307                             36,307
   Cash dividends on common
    stock, $1.90 per share                                                            (15,253)                           (15,253)
   Dividend declared, but not
    paid, $.30 per share                                                               (2,299)                            (2,299)
   Treasury stock acquired                       (669)            (37,283)                                               (37,283)
   Treasury stock sold under
    stock option plans                             20                 574       503                                        1,077
   Treasury stock issued under
    stock participation plan
    and stock bonuses                               2                  92        61                                          153
   Foreign currency translation
    adjustment                                                                                      (308)                   (308)
   Unrealized gains on investments                                                                               365         365
                                    -------   -------   -------   -------   -------   -------   --------    --------    --------

   Balance, April 30, 1996           11,769    (4,105)   11,769  (131,823)    7,912   429,687    (18,720)        110     298,935
   Net income                                                                          34,675                             34,675
   Cash dividends on common
    stock, $1.90 per share                                                            (13,700)                           (13,700)
   Dividend declared, but not
    paid, $.30 per share                                                               (2,149)                            (2,149)
   Treasury stock acquired                       (537)            (30,052)                                               (30,052)
   Treasury stock sold under
    stock option plans                             33               1,097       703                                        1,800
   Treasury stock issued under
    stock participation plan
    and stock bonuses                               2                  83        93                                          176
   Foreign currency translation
    adjustment                                                                                    (7,020)                 (7,020)
   Unrealized losses on investments                                                                              (70)        (70)
                                    -------   -------   -------   -------   -------   -------   --------    --------    --------
   
   Balance, April 30, 1997           11,769    (4,607)   11,769  (160,695)    8,708   448,513    (25,740)         40     282,595

   Net income                                                                          35,695                             35,695
   Cash dividends on common
    stock, $1.00 per share                                                             (7,164)                            (7,164)
   Dividend declared, but not
    paid, $.35 per share                                                               (2,504)                            (2,504)
   Treasury stock acquired                       (137)             (9,324)                                                (9,324)
   Treasury stock sold under
    stock option plans                            125               4,415     3,509                                        7,924
   Treasury stock issued under
    stock participation plan
    and stock bonuses                               3                  85        72                                          157
   Foreign currency translation
    adjustment                                                                                    (8,046)                 (8,046)
   Unrealized gains on investments                                                                                71          71  
                                    -------   -------   -------   -------   -------   -------   --------    --------    --------
   
   Balance, April 30, 1998           11,769    (4,616)  $11,769 $(165,519)  $12,289  $474,540   $(33,786)      $ 111    $299,404
                                    =======   =======   =======   =======   =======   =======   ========    ========    ========

   </TABLE>

   The accompanying notes are an integral part of these financial statements.
 
   <PAGE>

   Notes to Consolidated Financial Statements

   NCH Corporation and Subsidiaries
                                                                          

   1.  Summary of Significant Accounting Policies

       Principles of consolidation - The consolidated financial statements 
   include the accounts of NCH Corporation and its majority owned 
   subsidiaries (the "Company").  Significant intercompany transactions and 
   balances have been eliminated.  A February fiscal year-end is used for 
   most international subsidiaries in order to meet reporting requirements.

       Nature of operations - The Company markets an extensive line of 
   maintenance, repair and supply products to customers throughout the world. 
   Products include specialty chemicals, fasteners, welding supplies, and 
   plumbing and electronic parts.  These products are marketed principally 
   through the Company's own sales force.

       Use of estimates in the financial statements - The preparation of 
   financial statements in conformity with generally accepted accounting 
   principles requires management to make estimates and assumptions that 
   affect the reported amounts of assets and liabilities and disclosure of 
   contingent assets and liabilities at the date of the financial statements 
   and the reported amounts of revenues and expenses during the reporting 
   period.  Actual results could differ from those estimates.

       Foreign currency translation - With the exception of hyper-
   inflationary countries, all assets and liabilities of operations outside 
   the United States are translated into U.S. dollars at period-end exchange 
   rates, and income and expenses are translated at average rates for the 
   year.  Gains and losses resulting from translation, as well as gains and 
   losses from foreign exchange contracts hedging the net assets of foreign 
   subsidiaries, are included in the foreign currency translation adjustment 
   component of stockholders' equity.  Gains and losses from foreign exchange 
   contracts hedging specific intercompany foreign currency commitments are 
   deferred and accounted for as part of the hedged transaction.  The hyper-
   inflationary countries have been translated into U.S. dollar equivalents 
   as follows:  current assets (except for inventories), current liabilities, 
   long-term debt and other liabilities at period-end exchange rates; 
   inventories, property, other assets, capital stock and retained earnings 
   at historical rates; income and expense items at average rates for the 
   year, except for cost of sales and depreciation expense, which are 
   translated at historical rates.  Gains and losses resulting from 
   translation for hyper-inflationary countries are recognized in the income 
   statement as expense or income in the current period.  Exchange 
   adjustments resulting from foreign currency transactions are recognized as 
   expense or income in the current period for all countries.


       Cash and cash equivalents and marketable securities - Cash and cash 
   equivalents include cash on hand, cash in banks and all highly liquid 
   investments with a maturity of three months or less at the time of   
   purchase.  Cash equivalents are stated at amortized cost plus accrued 
   interest.  Marketable securities are stated at estimated fair value.

   <PAGE>

       Inventories - Raw materials, sales supplies and purchased finished 
   goods are stated at a moving average cost, which approximates cost on a 
   first-in, first-out basis and is not in excess of market value.  
   Manufactured finished goods are stated at an amount approximating cost of 
   manufacturing, which is not in excess of net realizable value.

       Property, plant and equipment - These assets are recorded at cost.  
   When these assets are disposed of, the cost and related accumulated 
   depreciation are removed from the accounts, and any resulting gain or 
   loss is included in income during that year.  The cost of maintenance and 
   repairs is charged to expense as incurred, whereas expenditures that 
   substantially increase the useful lives of plant or equipment are 
   capitalized.

       Depreciation - Depreciation on buildings and equipment is provided 
   for financial statement purposes using the straight-line method over the 
   estimated useful lives of the related assets.  Depreciation on certain 
   buildings and equipment is provided for income tax purposes using 
   accelerated methods.
        
       Intangible assets - Intangible assets are classified as other assets 
   in the consolidated financial statements and include patents, computer 
   software and trademarks. Intangible assets are amortized using the 
   straight-line method over their estimated useful lives, but not in excess 
   of 40 years.  The unamortized cost of impaired intangible assets is 
   charged to expense when impairment occurs.

       Research and development - Research and development costs, which are 
   included in the costs of laboratory operations, are charged to expense as 
   incurred.  Research and development costs, however, cannot be separately 
   identified from the total laboratory costs.  Total laboratory costs 
   amounted to approximately $5.5 million in 1998, $5.0 million in 1997 and 
   $4.6 million in 1996.

       Income taxes - Deferred income taxes result from temporary 
   differences between the financial statement carrying amounts of existing 
   assets and liabilities and their respective tax bases. State income tax 
   has been included in the provision for income taxes and income taxes 
   payable.  

       Treasury stock - Treasury stock is stated at cost.

       Retirement plans - The Company's policy is to fund its qualified 
   retirement type plans as accrued.  The cost of these retirement benefits 
   for past service has been fully funded.  Non-qualified retirement plans 
   are not funded, but provision for the estimated liabilities arising from 
   these plans has been made in the consolidated financial statements.
   
       Postretirement benefits other than pensions - The Company charges to 
   expense the estimated future costs of retiree health care benefits during 
   the years that employees render service.  The postretirement health care 
   benefit plan is not funded.

   <PAGE>

       Stock options - The Company issues shares from its treasury as 
   options are exercised.  When an option is exercised, treasury stock is 
   credited with the average cost of the treasury shares issued, and 
   additional paid-in capital is charged or credited for the difference 
   between the option price and the average cost of the treasury shares.  No 
   charge to income is made in connection with the stock option plan.  
   Effective May 1, 1996, the Company adopted the disclosure provisions of 
   Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting 
   for Stock-Based Compensation".  For the impact of the fair value of 
   employee stock options granted during fiscal years 1998, 1997 and 1996, 
   see footnote 8, "Capital Stock and Options".

       Earnings per share - Effective January 31, 1998, the Company adopted 
   SFAS No. 128, "Earnings Per Share".  Basic earnings per share is computed 
   by dividing net income by the weighted-average number of shares 
   outstanding.  Diluted earnings per share includes the dilutive effect of 
   stock options.  Prior periods have been restated to reflect the new 
   standard.



   2.  Consolidated International Subsidiaries

       At April 30, 1998 and 1997, the parent Company's investment in 
   consolidated international subsidiaries amounted to $46,752,000 and 
   $45,151,000.  The current year consolidated financial statements include 
   international subsidiaries' assets of $151,068,000, liabilities of 
   $63,579,000 and net income of $8,396,000, after allocation of corporate 
   expenses and excluding intercompany sales and profits.  For the prior 
   year, these subsidiaries had assets of $155,287,000, liabilities of 
   $60,914,000 and net income of $12,866,000.

        

   3.  Income Taxes
       The following are the components of the provision for income taxes 
   (in thousands of dollars):

                               Years Ended April 30,        
                        -------------------------------------
                          1998          1997           1996
                        --------      --------       --------      
   U.S. Federal
     Current             $10,754       $11,425        $10,675
     Deferred             (2,375)       (3,888)        (4,075)

   Foreign
     Current              13,096        14,429         17,421
     Deferred                458           165           (721)

   State                   2,339         1,409          1,776
                        --------      --------       --------
                         $24,272       $23,540        $25,076
                        ========      ========       ========

   <PAGE>

       Deferred tax assets and liabilities are measured using enacted tax 
   rates expected to apply to taxable income in the years in which those 
   temporary differences are expected to be recovered or settled.  

       The components of deferred tax assets and liabilities as of April 30 
   are as follows (in thousands of dollars):

   Deferred tax assets:                              1998         1997  
                                                   --------     --------
        Allowance for doubtful accounts             $ 3,771      $ 3,916
        Inventory related                             4,858        4,277
        Insurance related                             3,679        3,491
        Accrued expenses                              6,112        5,756
        Retirement and deferred compensation plans   36,479       35,093
        Marketable securities                           (59)         (22)
        Foreign operating loss carryforwards          1,092        1,026
        Valuation allowance                             (16)         (55)
                                                   --------     -------- 
                                                     55,916       53,482
                                                   --------     --------
   Deferred tax liabilities:

        Depreciation                                  4,455        4,403
        Other                                         1,514          863
                                                   --------     --------
                                                      5,969        5,266
                                                   --------     --------
   Net deferred tax asset                           $49,947      $48,216
                                                   ========     ======== 

       A valuation allowance has been provided for certain foreign net 
   operating loss carryforwards which are estimated to expire before they 
   are utilized.  The decreases in the valuation allowance during the years 
   ended April 30, 1998, 1997, and 1996 were $39,000, $39,000 and $62,000, 
   respectively.

       The following is a reconciliation of the difference between the U.S. 
   statutory income tax rate and the effective tax rate:

                                                 Years Ended April 30, 
                                              --------------------------
                                               1998      1997      1996
                                              ------    ------    ------
   U.S. statutory rate                         35.0%     35.0%     35.0%
   Tax exempt interest                         (1.7)     (1.8)     (2.2)
   Other                                         .8        .5        .8
   Effect of international                     
     operations                                 3.9       5.2       5.5       
   Effect of state income  
     taxes                                      2.5       1.5       1.8     
                                              ------    ------    ------

   Effective tax rate                          40.5%     40.4%     40.9%
                                              ======    ======    ======

   <PAGE>

       The Company files a consolidated U.S. federal income tax return with 
   its domestic subsidiaries.  International subsidiaries file tax returns 
   in countries of their incorporation.  In addition, branches of certain 
   U.S. and international companies file tax returns in countries in which 
   they conduct business. Certain of these subsidiaries have operating loss 
   carryforwards totaling approximately $2,804,000, which will expire 
   between 1999 and 2004.  The accumulated undistributed earnings of 
   international subsidiaries not included in the consolidated U.S. federal 
   income tax return approximated $74,146,000 at April 30, 1998, $74,834,000 
   at April 30, 1997 and $69,286,000 at April 30, 1996.  No provision is 
   made in the accompanying consolidated financial statements for the 
   estimated taxes that would result on distribution of the accumulated 
   undistributed earnings since the Company intends to invest indefinitely 
   in the operations of these subsidiaries.  For 1998, 1997 and 1996, 
   worldwide income tax payments amounted to $24,227,000, $25,045,000 and 
   $33,668,000, respectively.



   4.  Inventories

       A summary of inventories at April 30 follows (in thousands of 
   dollars):
                                     1998            1997   
                                   --------        --------
       Raw materials               $ 13,904        $ 14,580
       Finished goods                92,795          90,915
       Sales supplies                 1,779           2,007
                                   --------        --------
                                   $108,478        $107,502
                                   ========        ========



   5.  Property, Plant and Equipment

       Property, plant and equipment at April 30 consists of the following 
   (in thousands of dollars):

                                     1998            1997  
                                   --------        -------- 
       Land                        $ 12,605        $ 12,205        
       Buildings                     78,243          83,658  
       Equipment                    100,666         106,967  
                                   --------        --------       
                                   $191,514        $202,830
                                   ========        ========        

       Depreciation charged to income was $13,633,000, $13,882,000 and 
   $13,595,000 for each of the years ended April 30, 1998, 1997 and 1996, 
   respectively.  The estimated useful life of buildings is 25 to 40 years; 
   equipment is 3 to 10 years.


   <PAGE>

   6.  Long-Term Debt
       
       Long-term debt at April 30 consists of the following (in thousands 
   of dollars):
                                                            1998      1997  
                                                           ------    ------
       Borrowed by domestic companies:
       Note issued to individual in connection with 
         purchase of business, at 5.85%, principal
         and interest payable annually through 2005.      $ 1,500         -
       Variable interest industrial revenue bond, 
         secured by property, at 71.9% of prime.                -   $ 3,700
       Other                                                    -        20
                                                           ------    ------
                                                            1,500     3,720
                                                           ------    ------
                                 
      Borrowed by international companies                     192       159
                                                           ------    ------
                                                            1,692     3,879
      Less current maturities                                 292     3,767
                                                           ------    ------ 
      Long-term debt, less current maturities             $ 1,400    $  112
                                                           ======    ====== 


       The industrial revenue bond of $3,700,000 was paid off in April 
   1998, in connection with the sale of two subsidiaries.  Scheduled 
   maturities of long-term debt for the years following April 30, 1998, are 
   as follows:         
     
                1999        $  292,000
                2000           303,000
                2001           239,000
                2002           214,000
                2003           214,000
                Thereafter     430,000
                             --------- 
                Total       $1,692,000
                             =========

        

   7.  Employee Benefits

       Retirement plans - The parent and its domestic subsidiaries have 
   various qualified retirement type plans covering substantially all 
   domestic employees.  None of these plans have defined benefits.  Some of 
   the international subsidiaries also have non-defined benefit retirement 
   plans.  These plans are funded on a current basis, and the cost of 
   retirement benefits for past service has been fully funded.     In addition,
   the Company has non-qualified deferred compensation plans for the primary 
   purpose of providing retirement benefits.  These plans are not funded, 
   but provision for the estimated liabilities arising from these plans has 
   been made in the consolidated financial statements.     
   
   <PAGE>

       Expenses for retirement plans, exclusive of interest expense, were 
   $9,433,000, $13,316,000 and $10,510,000 in the years ended April 30, 
   1998, 1997 and 1996, respectively.

       Postretirement benefits other than pensions - The Company and 
   several of its domestic subsidiaries have a postretirement health care 
   benefit plan covering substantially all domestic employees.  Eligible 
   retirees receive a specific contribution from the Company toward the cost 
   of the health plan, which is a supplement to Medicare.  The amount of the 
   contribution is based on years of service with the Company at retirement. 
   The plan is not funded; retiree health benefits are paid as covered 
   expenses are incurred.  Provision has been made in the accompanying 
   consolidated financial statements for the net postretirement benefit 
   expense of this plan.   Net postretirement benefit expenses for the years 
   ended April 30 are as follows (in thousands of dollars):


                                                     1998      1997      1996  
                                                    ------    ------    ------

       Service cost - benefits earned
          during the year                             $ 11      $ 23      $146

       Interest cost on accumulated 
          postretirement benefit obligation            244       226       202

       Net amortization of prior service cost          176       176       176
                                                    ------    ------    ------

       Net postretirement benefit expense             $431      $425      $524
                                                    ------    ------    ------

       The reconciliation of the accumulated postretirement benefit 
   obligation to the recorded liability at April 30 is as follows (in 
   thousands of dollars):
                                                            1998      1997  
                                                           ------    ------
   Accumulated postretirement benefit obligation

     Retirees                                              $  623    $  502
     Fully eligible active plan participants                1,539     1,478
     Other active plan participants                         1,340     1,338
                                                           ------    ------
       Total                                                3,502     3,318   
   Unrecognized prior service cost                           (939)   (1,115)
                                                           ------    ------ 
   Accrued postretirement benefit liability                $2,563    $2,203
                                                           ======    ====== 

       Measurement of the accumulated postretirement benefit obligation is 
   based on a 7% assumed discount rate for 1998 and 1997.

       Certain of the Company's non-U.S. subsidiaries have health care 
   plans for retirees, although many retirees outside of the United States 
   are covered by government sponsored and administered programs.  

   <PAGE>
        

   8.    Capital Stock and Options

      None of the Company's authorized 500,000 shares of $1 par value 
   Preferred Stock has been issued.

      On April 8, 1998, the directors of the Company declared a regular 
   quarterly cash dividend of $.35 per share of Common Stock to be paid June 
   15, 1998, to shareholders of record June 1, 1998.


       At April 30, 1998, the Company has a non-qualified stock option 
   plan, which is described below.  The Company applies APB Opinion No. 25 
   and related FASB Interpretations for its plans.  No charge to income is 
   made in connection with the stock option plan.  Had compensation cost for 
   the Company's stock option plan been determined consistent with FASB 
   Statement No. 123, the Company's net income and earnings per share would 
   have been reduced to the pro forma amounts indicated below (in thousands 
   except per share data):


                                       1998          1997         1996 
                                     --------      --------     --------
   Net Income         
     As Reported                      $35,695       $34,675      $36,307
     Pro Forma                        $35,623       $34,642      $36,307

   Earnings per share
     As Reported                    
       Basic                           $ 4.98        $ 4.73       $ 4.51
       Diluted                         $ 4.97        $ 4.73       $ 4.51

     Pro Forma                    
       Basic                           $ 4.97         $ 4.73      $ 4.51
       Diluted                         $ 4.96         $ 4.72      $ 4.51


       Pro forma net income reflects only options granted in fiscal years 
   1996 and 1997.  Therefore, the full impact of calculating compensation 
   cost for stock options under SFAS No. 123 is not reflected in the pro 
   forma net income amounts presented above because compensation cost is 
   reflected over the options' vesting period and compensation cost for 
   options granted prior to May 1, 1995 is not considered.

       Under the 1980 Non-Qualified Stock Option Plan, the Company may 
   grant options to its employees for up to 1.5 million shares of common 
   stock.  At April 30, 1998, 1997 and 1996, 552,000, 677,000 and 710,000 
   shares of the Company's Common Stock, respectively, were reserved for 
   issuance under this plan which grants options to key employees and 
   officers.  The purchase price under the grant cannot be less than the 
   market value at the date of grant.  The options under such plan are 
   exercisable in equal amounts at the beginning of the second, third and 
   fourth year of their lives and expire after five years.  

   <PAGE>

       The fair value of each option grant is estimated on the date of 
   grant using the Black-Scholes option pricing model with the following 
   weighted-average assumptions:

                                      1998         1997         1996
                                     ------       ------       ------
       Annual dividend yield           2.2%         3.8%         4.0% 
       Expected volatility            19.0%        19.6%        20.4%
       Risk-free interest rates        5.3%         5.8%         5.5%
       Expected lives (years)            5            5            5 
 
   The annual dividend rate shown above is weighted over the effective life 
   of the options.

       A summary of the status of the Company's stock option plan as of 
   April 30, 1998, 1997, and 1996, and changes during the years ended on 
   those dates is presented below:

                                    (In Thousands Except Per Share Data)
                                            Years Ended April 30,    
                            ---------------------------------------------------
                                 1998              1997              1996   
                            ---------------   ---------------   ---------------
                                    Average           Average           Average
                            Number   Price    Number   Price    Number   Price 
                              of      Per       of      Per       of      Per  
                            Shares   Share    Shares   Share    Shares   Share
                            ------   ------   ------   ------   ------   ------

   Outstanding at beginning        
     of period                 284   $58.85      280   $58.81      243   $59.41
   Granted                      81    62.50       78    57.25       72    55.25
   Exercised                  (125)   60.14      (33)   55.23      (20)   54.00
   Canceled or expired         (13)   67.22      (41)   58.39      (15)   57.46
                            ------   ------   ------   ------   ------   ------
   Outstanding at end 
     of period                 227   $58.97      284   $58.85      280   $58.81
                            ======   ======   ======   ======   ======   ======

   Options exercisable
     at year-end                70   $57.50      139   $60.53      145   $60.95
                            ======   ======   ======   ======   ======   ======


       Stock options outstanding at April 30, 1998 had a range in 
   exercise prices of $53.75 to $62.50 and an average remaining contractual 
   life of 3.8 years.      The weighted average fair value of options, 
   calculated using the Black-Scholes option pricing model, granted during 
   the years ended April 30, 1998, 1997 and 1996 were $6.30, $2.49 and 
   $2.27, respectively.    At April 30, 1998, 1997 and 1996, 19,000 shares of 
   Treasury Stock, were reserved for issuance to employees under a stock 
   participation plan.

   <PAGE>


   9.  Interest Costs

       During the years ended April 30, 1998, 1997 and 1996, interest 
   costs, including interest expense on non-funded retirement plans, 
   amounting to $5,319,000, $4,383,000 and $5,231,000, respectively, were 
   expensed as incurred.  For the same periods, interest payments were 
   $3,067,000, $2,480,000 and $2,951,000, respectively.



   10. Leases

       At April 30, 1998, the Company and its subsidiaries had a number 
   of noncancellable leases for various office and warehouse facilities.  
   The majority of these agreements expire at various times through 2001, 
   and substantially all include renewal provisions.  The amount of other 
   obligations assumed, such as payment of property taxes and maintenance, 
   is nominal.  Total rent expense for 1998, 1997 and 1996  (including 
   operating leases on data processing equipment, trucks and trailers, and 
   office equipment) was approximately $11,275,000, $11,393,000 and 
   $11,798,000, respectively.  The minimum aggregate rentals under the terms 
   of noncancellable operating leases for future years are: 

              1999            $8,288,000
              2000             5,409,000
              2001             4,081,000
              2002             2,643,000
              Thereafter       5,660,000



   11. Contingent Liabilities

       The Company and its subsidiaries are engaged in a variety of legal 
   proceedings arising in the ordinary course of business, including some 
   concerning environmental matters.  In the opinion of Management, the 
   ultimate liabilities resulting from these proceedings will not have a 
   material adverse effect on the Company's financial position or operating 
   results.

       Gains or losses resulting from contracts hedging net foreign 
   currency positions have been included in the foreign currency translation 
   adjustment component of stockholders' equity.  Gains and losses from all 
   other contracts are included in the Consolidated Statements of Income.  
   There were no such contracts at April 30, 1998 or 1997.  In addition, at 
   April 30, 1998 and 1997, the Company had standby letters of credit 
   outstanding totaling $5,078,000 and $5,878,000, respectively, which 
   guarantee payment to certain insurance carriers.

   <PAGE>


   12. Fair Value of Financial Instruments

       The carrying amounts of cash and cash equivalents, accounts 
   receivable, accounts payable, accrued expenses, notes payable to banks 
   and current maturities of long-term debt approximate fair value, because 
   of the short maturities of these financial instruments.  The carrying 
   amounts of marketable securities approximate fair value and are based on 
   quoted market prices obtained from an independent broker.  The carrying 
   amounts of long-term debt approximate fair value as estimated based on 
   the discounted value of future cash flows using the Company's current 
   borrowing rate for loans of comparable terms and maturities.

                

   13. Marketable Securities


       The Company classifies all of its investments in securities which do 
   not meet the definition of cash equivalents as marketable securities 
   available-for-sale.  Available-for-sale securities are reported at fair 
   value with unrealized gains and losses (net of deferred income taxes) 
   recognized on the balance sheet as a separate component of stockholders' 
   equity.  Fair values are based on quoted market prices obtained from an 
   independent broker.  Realized gains and losses are included in other 
   income and are immaterial.  The cost of securities sold is based on the 
   specific identification method.

       The following is a summary of available-for-sale marketable 
   securities as of April 30 (in thousands of dollars):
                        
                                   Government
                                 Bonds, Treasury    Certificates   
                                 Notes and Bills     of Deposit      Total
                                 ---------------     ----------     -------  

   1998
   ----
   Cost                              $101,236           $220       $101,456
   Gross Unrealized Losses                (89)             -            (89)
   Gross Unrealized Gains                 259              -            259
                                     --------           ----       -------- 
   Estimated Fair Value              $101,406           $220       $101,626
                                     ========           ====       ========

   1997
   ----
   Cost                              $ 69,334           $304       $ 69,638
   Gross Unrealized Losses               (233)             -           (233)
   Gross Unrealized Gains                 295              -            295
                                     --------           ----       --------
   Estimated Fair Value              $ 69,396           $304       $ 69,700
                                     ========           ====       ========

   <PAGE>

       The contractual maturities of the marketable securities at estimated 
   fair value as of April 30, 1998 are as follows: 

                 1999      $64,422,000
                 2000       31,961,000
                 2001        5,243,000

        
   
   14. Segment and Geographic Area Information

       The Company's operations are predominantly within one business segment, 
   which includes specialty chemicals, fasteners, welding supplies, and 
   plumbing and electronic parts.  Substantially all of these products are sold
   for repair, maintenance or industrial supply use.

       Financial information by geographic area, in thousands of dollars, 
   follows for the years ended April 30:

                                                             Latin 
                           United               Pacific &   America    Consoli-
                           States     Europe     Far East   & Canada    dated  
                           -------   --------   ---------   --------   --------
 
   1998
   ----
   Net Sales              $457,220   $245,669     $30,738    $50,468   $784,095
   Net Income (Loss)        27,299     10,880      (2,730)       246     35,695
   Identifiable Assets     262,426    116,953      12,691     21,424    413,494
   Corporate Assets                                                     106,210

   1997
   ----
   Net Sales              $417,411   $266,263     $34,313    $48,774   $766,761
   Net Income               21,809     11,686          86      1,094     34,675
   Identifiable Assets     267,639    114,486      17,476     23,325    422,926
   Corporate Assets                                                      74,665

   1996
   ----
   Net Sales              $412,027   $275,353     $35,727    $49,727   $772,834
   Net Income               20,341     15,247         247        472     36,307
   Identifiable Assets     256,625    126,041      17,789     21,094    421,549
   Corporate Assets                                                      92,855

                                                

       Intercompany sales and profits have been eliminated from the above 
   schedule.  Corporate expenses were allocated between the geographic areas.  
   Identifiable assets are those identified with the operations in each 
   geographic area.  Corporate assets consist primarily of portions of cash and 
   cash equivalents and marketable securities.
   
   <PAGE>


   15.  Earnings Per Share

       The following is a reconciliation of basic earnings per share to diluted
   earnings per share for the years ended April 30, 1998, 1997, and 1996 
   (shares in thousands):
                                                
                                              1998      1997      1996
                                             ------    ------    ------
   Basic earnings per share                   $4.98     $4.73     $4.51
                                             ======    ======    ======
   Average shares outstanding - basic         7,163     7,326     8,052
                                             ======    ======    ======
   Potential shares exercisable under
     stock option plan                          228       184       134
   Less:  shares potentially repurchased
     under treasury stock method               (205)     (177)     (129)
                                             ------    ------    ------
   Adjusted average shares 
     outstanding - diluted                    7,186     7,333     8,057
                                             ======    ======    ======
   Diluted earnings per share                 $4.97     $4.73     $4.51
                                             ======    ======    ======

       Stock options are the Company's only potential dilutive securities and 
   are considered in the diluted earnings per share calculations if they would 
   not have been antidilutive for those periods.  For the year ended April 30, 
   1998, all options were included as their effect was dilutive for those 
   periods.  However, for the years ended April 30, 1997, and 1996, options 
   totaling 103,000 and 147,000 were excluded as their effect would have been 
   antidilutive.



   16. Subsequent Events

       On May 26, 1998, the Board of Directors authorized the repurchase of an 
   aggregate of 1,266,176 shares of NCH Corporation Common Stock from the 
   Milton P. Levy, Jr. family.  These shares were acquired on May 26, 1998 at 
   $60.89 per share.  The closing trading price of NCH Common Stock on that 
   date was $65.44 per share.  In addition, the Company purchased an additional
   284,839 shares on the open market.  In these two transactions, the Company 
   repurchased 1,551,015 shares of NCH Common Stock for an aggregate price of 
   $93.8 million.

   <PAGE>
 

   INDEPENDENT AUDITORS' REPORT
                                                                          

   The Stockholders and Board of Directors
   NCH Corporation:


   We have audited the accompanying consolidated balance sheets of NCH 
   Corporation and subsidiaries as of April 30, 1998 and 1997, and the related 
   consolidated statements of income, stockholders' equity, and cash flows for 
   each of the years in the three-year period ended April 30, 1998. These 
   consolidated financial statements are the responsibility of the Company's 
   management.  Our responsibility is to express an opinion on these 
   consolidated financial statements based on our audits.

   We conducted our audits in accordance with generally accepted auditing 
   standards.  Those standards require that we plan and perform the audit to 
   obtain reasonable assurance about whether the financial statements are free 
   of material misstatement.  An audit includes examining, on a test basis, 
   evidence supporting the amounts and disclosures in the financial 
   statements.  An audit also includes assessing the accounting principles used 
   and significant estimates made by management, as well as evaluating the 
   overall financial statement presentation.  We believe that our audits 
   provide a reasonable basis for our opinion.

   In our opinion, the consolidated financial statements referred to above 
   present fairly, in all material respects, the financial position of NCH 
   Corporation and subsidiaries as of April 30, 1998 and 1997, and the results 
   of their operations and their cash flows for each of the years in the 
   three-year period ended April 30, 1998, in conformity with generally 
   accepted accounting principles.


                                                /S/ KPMG Peat Marwick LLP

   Dallas, Texas
   May 26, 1998

   <PAGE>
 
   RESPONSIBILITY FOR FINANCIAL REPORTING
                                                                           
       The management of the Company is responsible for the financial 
   information and representations contained in the financial statements and 
   other sections of the annual report.  The financial statements have been 
   prepared in conformity with generally accepted accounting principles, and 
   therefore include informed estimates and judgments.

       The Company's system of internal control is designed to provide 
   reasonable, but not absolute, assurance as to the integrity, objectivity 
   and reliability of the financial records and the safeguarding of assets.  
   Management believes that, within a cost-effective framework, the Company's 
   accounting controls provide reasonable assurance that material errors or 
   irregularities are prevented or would be detected within a relatively short 
   period of time.  The possibility exists, however, that errors or 
   irregularities may occur and not be detected.  The Company has a program of 
   internal audits and follow-up, covering separate Company operations and 
   functions in the U.S. and its international subsidiaries.

       The Board of Directors pursues its review of the audit function, 
   internal controls and the financial statements largely through its Audit 
   Committee, which consists solely of directors who are not employees of the 
   Company.  The Audit Committee periodically meets with management, the 
   independent auditors and internal auditors with regard to their respective 
   responsibilities.  Both KPMG Peat Marwick LLP and the internal auditors 
   have full access to the Audit Committee.  They meet with the committee, 
   without management present, to discuss the scope and results of their 
   examination, including internal control and financial reporting matters.

       Management also recognizes its responsibility for fostering a strong 
   ethical climate so that the Company's affairs are conducted according to 
   the highest standards of personal and corporate conduct.  This 
   responsibility is characterized and reflected in the Company's code of 
   corporate conduct, which is publicized throughout the Company.  The code 
   of conduct addresses, among other things, the necessity of ensuring open 
   communication within the Company; potential conflicts of interests; 
   compliance with all domestic and foreign laws, including those relating to 
   financial disclosure; and the confidentiality of proprietary information. 
   The Company maintains a systematic program to assess compliance with 
   these policies.



   /s/  Irvin L. Levy            /s/  Tom Hetzer
   ------------------            ---------------       
   Irvin L. Levy                 Tom Hetzer
   Chief Executive Officer       Chief Financial Officer
 
   <PAGE>

   Selected Unaudited Quarterly Data
   (In Thousands Except Per Share Data)

   Years Ended April 30,
                                                                          
                                                Quarter
                            ----------------------------------------------- 
                             First        Second       Third        Fourth  
                            --------     --------     --------     --------
   1998
   ----
   Net Sales                $197,996     $193,621     $195,659     $196,819
   Operating Income           12,800       15,438       11,277       12,232
   Net Income                  7,207        8,586        6,263       13,639
   Earnings Per Share
     Basic                     $1.01        $1.20        $ .87        $1.91
     Diluted                   $1.00        $1.19        $ .87        $1.90

   1997
   ----
   Net Sales                $192,536     $192,585     $193,291     $188,349
   Operating Income           11,654       17,234       13,322       14,041
   Net Income                  6,666       12,042        7,738        8,229
   Earnings Per Share
     Basic                     $ .88        $1.64        $1.07        $1.14
     Diluted                   $ .88        $1.64        $1.07        $1.14




       Basic earnings per share for each period is calculated based on the 
   weighted average number of shares outstanding during the period.  Diluted 
   earnings per share includes the dilutive effect of stock options.



   Market and Dividend Information
                                                                          
       NCH Corporation stock is traded on the New York Stock Exchange.  The 
   high and low prices by quarter are shown for the past two years in the 
   schedule below.

       Cash dividends paid during the fiscal year ended April 30, 1998, 
   amounted to $9.3 million compared to $16.0 million and $17.7 million in 
   fiscal years 1997 and 1996, respectively.  On April 8, 1998, a dividend of 
   $.35 per share was declared, payable June 15, 1998.  A summary of the 
   quarterly dividends per share for the past two years is set forth in the 
   schedule below.  
                
                   Common Stock Prices                 Dividends Per Share
            ---------------------------------    -----------------------------
                 1998              1997            Declared          Paid      
            --------------    ---------------    -------------   -------------
   Quarter   High     Low      High     Low      1998    1997    1998    1997
   -------  ------   ------   ------   ------    -----   -----   -----   -----

   First     65 3/4  61 5/16  65       53 3/4    $ .30   $ .30   $ .30   $ .30
   Second    73      63 3/16  57 1/4   53 5/8    $ .35   $1.30   $ .30   $ .30
   Third     70 1/4  61       60 1/2   55        $ .35   $ .30   $ .35   $1.30
   Fourth    72 1/4  58 15/16 63 3/4   57 5/8    $ .35   $ .30   $ .35   $ .30

       As of June 1, 1998, there were 548 holders of record of the Company's 
   Common Stock, which includes several brokerage firms that hold shares of the 
   Company's stock for an estimated 2,000 investors.              
 

   <PAGE>
   
   

                          NCH CORPORATION AND SUBSIDIARIES
                                   EXHIBIT 21
                           SUBSIDIARIES OF THE REGISTRANT



       NCH Corporation is the parent company of numerous wholly-owned 
   subsidiaries engaged in the business of marketing an extensive line of 
   maintenance, repair and supply products.  At the close of the last fiscal 
   year, fourteen of these subsidiaries were operating domestically and 135 in 
   foreign countries.  The Company is also the parent of several wholly-owned 
   subsidiaries that market various other products.  All such subsidiaries 
   considered in the aggregate as a single subsidiary would not constitute a 
   significant subsidiary of NCH Corporation, and therefore are not listed here.

       As of the close of the last fiscal year, the following corporation was 
   not wholly-owned by NCH Corporation:


                            Immediate Parent and        Jurisdiction
   Name of Subsidiary      Percentage of Ownership    of Incorporation
   ------------------      -----------------------    ----------------

   NCH Hua Yang Ltd.       51% NCH Corporation         People's Republic
                                                       of China

   <PAGE>

   
                          NCH CORPORATION AND SUBSIDIARIES
                                   EXHIBIT 23
                           INDEPENDENT AUDITORS' CONSENT
        
   The Board of Directors
   NCH Corporation:

   We consent to incorporation by reference in the registration statement 
   (No. 33-65206) on Form S-8 of NCH Corporation of our report dated May
   26, 1998, relating to the consolidated balance sheets of NCH Corporation and
   subsidiaries as of April 30, 1998 and 1997, and the related consolidated 
   statements of income, stockholders' equity, and cash flows and related 
   schedule for each of the years in the three-year period ended April 30,
   1998, which report appears in or is incorporated by reference in the 
   April 30, 1998 annual report on Form 10-K of NCH Corporation.

                                             /s/  KPMG Peat Marwick LLP
           

   Dallas, Texas
   July 22, 1998
 
   <PAGE>

                        NCH CORPORATION AND SUBSIDIARIES
                                 EXHIBIT 99
                          DEFINITIVE PROXY STATEMENT
         REGARDING THE COMPANY'S 1998 ANNUAL MEETING OF STOCKHOLDERS


 
                           SCHEDULE 14A INFORMATION

   Proxy Statement Pursuant to Section 14(a) of the
   Securities Exchange Act of 1934




   Filed by the Registrant [ X ]
   Filed by a party other than the Registrant [    ]

   Check the appropriate box:
   [    ]  Preliminary Proxy Statement     [    ]  Confidential, for 
                                                   Use of the Commission 
                                                   Only (as permitted by 
                                                   Rule 14a-6(e)(2))
   [ X  ]   Definitive Proxy Statement
   [    ]  Definitive Additional Materials
   [    ]  Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


                              NCH Corporation 
   ----------------------------------------------------------------------
   (Name of Registrant as Specified in Its Charter)


   Payment of Filing Fee (Check the appropriate box):

   [ X  ]   No fee required.
   [    ]   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 
            and 0-11.
   
            (1)  Title of each class of securities to which transaction 
                 applies:

            (2)  Aggregate number of securities to which transaction applies:

            (3)  Per unit price or other underlying value of transaction 
                 computed pursuant to Exchange Act Rule 0-11 (Set forth the 
                 amount on which the filing fee is calculated and state how 
                 it was determined):

            (4)  Proposed maximum aggregate value of transaction:

            (5)  Total fee paid:

   [    ]   Fee paid previously with preliminary materials.
   
   [    ]   Check box if any part of the fee is offset as provided by Exchange 
            Act Rule 0-11(a)(2) and identify the filing for which the 
            offsetting fee was paid previously.  Identify the previous filing 
            by registration statement number, or the Form or Schedule and the 
            date of its filing.

            (1)  Amount Previously Paid:

            (2)  Form, Schedule or Registration Statement No.:

            (3)  Filing Party:

            (4)  Date Filed:

  <PAGE>
                                      [LOGO]





                           2727 Chemsearch Boulevard
                              Irving, Texas  75062

                  NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                           To Be Held July 23, 1998


       NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of NCH 
  Corporation will be held in the Gourmet Room II of the Crescent Club, 17th 
  Floor, 200 Crescent Court (at the corner of Pearl and Cedar Springs Streets),
  Dallas, Texas, on Thursday, the 23rd day of July, 1998, at 10:00 a.m., 
  Central Daylight Time, for the following purposes:

   1.  To elect two Class I directors of NCH to hold office until the next 
       annual election of Class I directors by stockholders or until their 
       respective successors are duly elected and qualified.

   2.  To ratify the appointment of KPMG Peat Marwick LLP, Certified Public 
       Accountants, to be the independent auditors of NCH for the fiscal year 
       ending April 30, 1999.

   3.  To transact such other business as may properly come before the meeting 
       or any adjournments of the meeting.

       The Board of Directors has fixed the close of business on Monday, 
  June 1, 1998, as the record date for determining stockholders entitled to 
  vote at and to receive notice of the annual meeting.

       Whether or not you expect to attend the meeting in person, you are 
  urged to complete, sign, and date the enclosed form of proxy and return it 
  promptly so that your shares of stock may be represented and voted at the 
  meeting.  If you are present at the meeting, your proxy will be returned to 
  you if you so request.


                                                      Joe Cleveland,
                                                      Secretary

   Dated:  June 22, 1998

   <PAGE>
                                    [LOGO]



                        2727 Chemsearch Boulevard
                           Irving, Texas  75062

                              PROXY STATEMENT
                                    For
                     ANNUAL MEETING OF STOCKHOLDERS
                       To Be Held on July 23, 1998

                          Dated: June 22, 1998

               SOLICITATION AND REVOCABILITY OF PROXIES

       The accompanying proxy is solicited by the management of, and on behalf 
  of, NCH Corporation, a Delaware corporation ("NCH"), to be voted at the 
  Annual Meeting of the Stockholders of NCH, to be held Thursday, July 23, 
  1998 (the "Meeting"), at the time and place and for the purposes set forth 
  in the accompanying Notice of Annual Meeting.  When properly executed 
  proxies in the accompanying form are received, the shares represented 
  thereby will be voted at the Meeting in accordance with the directions 
  noted on the proxies; if no direction is indicated, then such shares will be 
  voted for the election of the directors and in favor of the proposals set 
  forth in the Notice of Annual Meeting attached to this Proxy Statement.

       The enclosed proxy confers discretionary authority to vote with respect 
  to any and all of the following matters that may come before the Meeting:  
  (1) matters that NCH's Board of Directors does not know a reasonable time 
  before the Meeting are to be presented at the Meeting; and (2) matters 
  incidental to the conduct of the Meeting.  Management does not intend to 
  present any business for a vote at the Meeting other than the matters set 
  forth in the accompanying Notice of Annual Meeting, and it has no information
  that others will do so.  If other matters requiring the vote of the 
  stockholders properly come before the Meeting, then, subject to the 
  limitations set forth in the applicable regulations under the Securities 
  Exchange Act of 1934, it is the intention of the persons named in the 
  attached form of proxy to vote the proxies held by them in accordance with 
  their judgment on such matters.

       Any stockholder giving a proxy has the power to revoke that proxy at 
  any time before it is voted.  A proxy may be revoked by filing with the 
  Secretary of NCH either a written revocation or a duly executed proxy 
  bearing a date subsequent to the date of the proxy being revoked.  Any 
  stockholder may attend the Meeting and vote in person, whether or not such 
  stockholder has previously submitted a proxy.

       In addition to soliciting proxies by mail, officers and regular 
  employees of NCH may solicit the return of proxies.  Brokerage houses and 
  other custodians, nominees, and fiduciaries may be requested to forward 
  solicitation material to the beneficial owners of stock.

       This Proxy Statement and the accompanying proxy are first being sent 
  or given to NCH's stockholders on or about June 22, 1998.

  <PAGE>

       NCH will bear the cost of preparing, printing, assembling, and 
  mailing the Notice of Annual Meeting, this Proxy Statement, the enclosed 
  proxy, and any additional material, as well as the cost of forwarding 
  solicitation material to the beneficial owners of stock.


                              VOTING RIGHTS

       The record date for determining stockholders entitled to notice of 
  and to vote at the Meeting is the close of business on June 1, 1998.  On 
  that date there were 5,602,684 shares issued and outstanding of NCH's $1.00 
  par value common stock ("Common Stock"), which is NCH's only class of voting 
  securities outstanding.  Each share of NCH's Common Stock is entitled to one 
  vote in the matter of election of directors and in any other matter that 
  may be acted upon at the Meeting.  Neither NCH's certificate of 
  incorporation nor its bylaws permits cumulative voting.  The presence, in 
  person or by proxy, of the holders of a majority of the outstanding shares 
  of Common Stock entitled to vote at the Meeting is necessary to constitute a 
  quorum at the Meeting, but in no event will a quorum consist of less than 
  one-third of the shares entitled to vote at the Meeting.  The affirmative 
  vote of a plurality of the shares of Common Stock represented at the Meeting 
  and entitled to vote is required to elect directors.  All other matters to 
  be voted on will be decided by a majority of the shares of Common Stock 
  represented at the meeting and entitled to vote.  Abstentions and broker 
  nonvotes are each included in determining the number of shares present at 
  the meeting for purposes of determining a quorum.  Abstentions and broker 
  nonvotes have no effect on determining plurality, except to the extent that 
  they affect the total votes received by any particular candidate.


                           ELECTION OF DIRECTORS

       NCH's Board of Directors consists of seven members, divided into three 
  classes:  Class I (two directors), Class II (three directors), and Class III 
  (two directors).  Only the Class I positions are due for nomination and 
  election at the Meeting.  The Class II and Class III positions will be due 
  for nomination and election at the annual meetings of stockholders to be 
  held in 1999 and 2000, respectively.

       The intention of the persons named in the enclosed proxy, unless such 
  proxy specifies otherwise, is to vote the shares represented by such proxy 
  for the election of Lester A. Levy and Rawles Fulgham as the  Class I 
  directors.  Messrs. Lester A. Levy and Rawles Fulgham have been nominated 
  to stand for re-election by the Board of Directors until their terms expire 
  or until their respective successors are duly elected and qualified.  
  Messrs. Lester A. Levy and Rawles Fulgham are presently directors of NCH.  
  Messrs. Irvin, Lester, and Milton Levy are brothers.  Robert L. Blumenthal 
  is a first cousin of Messrs. Irvin, Lester, and Milton Levy.  Certain 
  information regarding each nominee and director is set forth below.  The 
  number of shares beneficially owned by each nominee is listed under "Security
  Ownership of Principal Stockholders and Management."

  <PAGE>
                     Class I Directors and Nominees

       Rawles Fulgham, 70, has been a director of NCH since 1981. Mr. Fulgham 
  was an executive director of Merrill Lynch Private Capital Inc. from 1982 
  until 1989, when he assumed his current position as a Senior Advisor to 
  Merrill Lynch & Co., Inc.  He is also a director of Dresser Industries, Inc.,
  Global Industrial Technologies, Inc., BancTec, Inc., and a member of the 
  Advisory Committee of Dorchester Hugoton, Ltd., all of which are located in 
  Dallas, Texas.  He is a member of the Audit Committee and the Compensation 
  Committee.

       Lester A. Levy, 75, has been a director and officer of NCH since 1947, 
  and since 1965 has served as Chairman of the Board of Directors of NCH.  He 
  is either the president or a vice president of substantially all of NCH's 
  subsidiaries. Mr. Levy is a member of the Stock Option Committee and the 
  Executive Committee.

       If either of the above nominees for Class I directors should become 
  unavailable to serve as a director, then the shares represented by proxy 
  will be voted for such substitute nominees as may be nominated by the 
  Board of Directors.  NCH has no reason to believe that either of the above 
  nominees are, or will be, unavailable to serve as a director.


                              Class II Directors

       Robert L. Blumenthal, 67, has engaged in the practice of law since 
  1957.  He is a partner at the Dallas law firm of Carrington, Coleman, 
  Sloman & Blumenthal, L.L.P., which serves as NCH's legal counsel.

       Thomas B. Walker, Jr., 74, has been a director of NCH since 1987.  He 
  was a general partner of Goldman, Sachs & Co. from 1968 until 1984 when he 
  assumed his current position as a limited partner of The Goldman Sachs 
  Group, L.P.  Mr. Walker is also a director of Sysco Corporation, A. H. Belo 
  Corporation, and Riviana Foods, Inc.  He is a member of the Audit Committee 
  and the Compensation Committee.

       Milton P. Levy, Jr., 72, has been a director and officer of NCH since 
  1947, and since 1965 has served as Chairman of the Executive Committee of 
  NCH.  He is either the president or a vice president of substantially all 
  of NCH's subsidiaries.  Mr. Levy is a member of the Stock Option Committee 
  and the Executive Committee.

                              Class III Directors

       Jerrold M. Trim, 61, has been a director of NCH since 1980 and is the 
  president and majority shareholder of Windsor Association, Inc., which is 
  engaged primarily in investment consulting services.  He is also a general 
  partner of Chiddingstone Management Company and The Penshurst Fund, which 
  are limited partnerships that invest in marketable securities.  He is a 
  member of the Audit Committee and the Compensation Committee.

       Irvin L. Levy, 69, has been a director and an officer of NCH since 1950,
  and has served as NCH's President since 1965.  He is either president or a 
  vice president of substantially all of NCH's subsidiaries.  Mr. Levy is a 
  member of the Stock Option Committee and the Executive Committee.  

  <PAGE>

               Meeting Attendance and Committees of the Board

       NCH has audit, compensation, executive, and stock option committees of 
  the Board, whose members are noted above.  During the last fiscal year, the 
  Board of Directors met on four occasions, the Compensation Committee met 
  once, the Audit Committee met once, the Executive Committee met at least 25 
  times, and the Stock Option Committee met once.  NCH does not have a 
  standing nominating committee of the Board.  Nominees to the Board are 
  selected by the entire Board.

       The Audit Committee of the Board reviews the scope of the independent 
  auditors' examinations and the scope of activities of NCH's internal 
  auditors.  Additionally, it receives and reviews reports of NCH's independent
  auditors and internal auditors.  The Audit Committee also meets (without 
  management's presence, if the Audit Committee so desires) with the 
  independent auditors and members of the internal auditing staff, receives 
  recommendations or suggestions for change, and may initiate or supervise any 
  special investigations it may choose to undertake.

       The Compensation Committee recommends to the Board of Directors the 
  salaries of Messrs. Irvin, Lester, and Milton Levy.

       The Executive Committee possesses all of the powers of the Board of 
  Directors between meetings of the Board.

       The Stock Option Committee of the Board determines those employees of 
  NCH and its subsidiaries who will receive stock options and the amount of 
  such options.


               COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

  Director Compensation

       Directors who are not executive officers of NCH receive compensation of 
  $25,000 per annum and $1,000 for each meeting of the Board of Directors or 
  Board committee attended.  All other directors receive $1,000 for each such 
  meeting attended.  Members of the Stock Option Committee and Executive 
  Committee are not compensated separately for their services on such 
  committees.

  <PAGE>

  Report on Executive Compensation

  Responsibility for Executive Compensation

       Three outside directors, as the Compensation Committee of NCH (Messrs. 
  Fulgham, Trim, and Walker), have primary responsibility for recommending to 
  the Board the executive compensation program for Messrs. Irvin, Lester, and 
  Milton Levy.  The Compensation Committee recommends to the Board an annual 
  aggregate base compensation for the Office of the Executive Committee and 
  is responsible for administering and approving incentive compensation for 
  the Office of the Executive Committee.  After Board approval of the 
  Compensation Committee's recommendation for aggregate base compensation 
  (with Messrs. Irvin, Lester, and Milton Levy abstaining), the Messrs. Levy 
  divide the compensation of the Executive Committee among themselves.  The 
  Executive Committee is responsible for setting the compensation for all 
  other officers of NCH.

  Executive Compensation Strategy

       With respect to compensation of all key executives other than Messrs. 
  Irvin, Lester, and Milton Levy, NCH's strategy is generally as follows:

  *    Attract and retain key executives by delivering a market competitive 
  rate of base pay.  Market competitive rates of pay are determined by 
  reviewing compensation data from other companies that resemble NCH in 
  terms of lines of business, size, scope, and complexity.

  *    Provide salary increases to key executives based on their individual 
  effort and performance.  In addition to the individual's experience, job 
  duties, and performance, annual increases are influenced by NCH's overall 
  performance.

  *    Provide annual incentive opportunities based on objectives that NCH 
  feels are critical to its success during the year.  Target incentive 
  levels are set on an individual basis and actual awards are made at the 
  Executive Committee's discretion.

  *    Provide long-term incentives to key employees so that employees are 
  focused on activities and decisions that promote NCH's long-term 
  financial and operational success.  To meet this objective, NCH offers 
  stock options to certain key employees.  Options are generally granted 
  for a period of five years at a price that is at least equal to the fair 
  market value of the Common Stock at the time of grant.  Options vest in 
  equal increments over a three-year period from the time of grant.


  Compensation of Messrs. Irvin, Lester, and Milton Levy

       In 1994, the Compensation Committee, with assistance from an outside 
  consulting firm, determined the competitiveness of the compensation for 
  the Office of the Executive Committee.  Based on survey and proxy analyses 
  performed by the consulting firm, the Compensation Committee adopted the 
  incentive bonus plan described below.  All of the companies in the peer 
  group in NCH's performance graph on page 9 of this Proxy Statement were 
  included in the analysis performed by the consulting firm.

  <PAGE>

       Although no formula or preset goal is used in setting the base salary 
  for the Office of the Executive Committee, performance in sales and earnings 
  as well as the current economic and competitive environment is considered. 
  To maintain a competitive level of compensation, the Compensation Committee 
  increased the base salary for the Office of the Executive Committee 
  effective May 1, 1998 for fiscal 1999.

       NCH has adopted a separate strategy with respect to the incentive 
  compensation of the Office of the Executive Committee.  Since these 
  individuals are very significant long-term stockholders of NCH, some of the 
  typical approaches to executive compensation that exist in the marketplace 
  are not necessarily relevant at NCH.  Long-term incentive programs are 
  implemented for senior executives to create a link between the corporation's 
  performance and the executive's own personal wealth.  In light of the 
  shareholding of Messrs. Irvin and  Lester Levy, they are already 
  significantly impacted financially by NCH's overall performance.  The 
  Compensation Committee generally feels that in this situation any long-term 
  incentive program should be tied to salary or bonus.

       To qualify all compensation paid to the Executive Committee of the 
  Board of Directors as a deductible expense under Section 162 of the Internal
  Revenue Code (the "Code"), on April 28, 1994, the Compensation Committee of 
  the Board of Directors adopted an incentive bonus plan (the "Bonus Plan"), 
  for the Office of the Executive Committee, which was approved by the 
  stockholders at the 1994 Annual Meeting.

       The Bonus Plan provides a formula for determining the amounts of 
  annual bonuses to be paid to each member of the Executive Committee.  Bonus 
  amounts will depend on the amount by which NCH's net income after taxes, 
  but before accrual for any bonus under the Bonus Plan, for a particular 
  fiscal year increases over its net income before accrual for any bonus 
  for the preceding fiscal year.  An amendment to the original formula for 
  determining the amounts of annual bonuses was adopted by the Compensation 
  Committee on June 7, 1996, which was approved by the stockholders at the 
  1996 Annual Meeting, because the formula could have resulted in a member 
  receiving over $1 million in annual compensation, which amount in excess of 
  $1 million would not have been deductible by NCH under Section 162(m) of the 
  Code.  As amended, the formula provides as follows.  Increases from 10% to 
  less than 15% will result in payment of a $225,000 bonus to each member of 
  the Executive Committee.  Increases of 15% or greater will result in payment 
  of a $325,000 bonus to each Executive Committee member. For fiscal 1998, 
  no bonus was payable because NCH's net income did not increase by 10% or 
  more over its net income for fiscal 1997.

       The Bonus Plan prohibits amendment of its terms to increase the cost 
  of the Bonus Plan to NCH or to change the persons to whom bonuses will be 
  paid under the Bonus Plan without a vote of NCH's stockholders.

  <PAGE>

  Conclusion

       The Compensation Committee believes that current compensation 
  arrangements in place at NCH are reasonable and competitive given NCH's 
  size and status and the current regulatory environment surrounding 
  executive compensation.  The base salary program allows NCH to attract and 
  retain management talent.  In addition, for those employees who are 
  incentive eligible, such systems continue to provide the necessary link 
  between the attainment of NCH's performance objectives and the compensation 
  received by executives.


                                            Executive Committee &
    Compensation Committee                  Stock Option Committee
    ----------------------                  ----------------------

    Rawles Fulgham                          Irvin L. Levy
    Jerrold M. Trim                         Lester A. Levy
    Thomas B. Walker, Jr.                   Milton P. Levy, Jr.

       The report on executive compensation will not be deemed to be 
  incorporated by reference into any filing by NCH under the Securities Act 
  of 1933 or the Securities Exchange Act of 1934, except to the extent that 
  NCH specifically incorporates the above report by reference.


  Compensation Committee Interlocks and Insider Participation in Compensation 
  Decisions

       Messrs. Irvin, Lester, and Milton Levy are members of the Executive 
  Committee of NCH's Board of Directors, which committee determines most 
  salaries and promotions with respect to officers of NCH and its subsidiaries,
  and of the Stock Option Committee, which determines those employees of NCH 
  and its subsidiaries who will receive stock options and the amount of such 
  options.  Messrs. Irvin, Lester, and Milton Levy are executive officers and 
  employees of NCH.

       NCH's Board of Directors (with the subject members abstaining) 
  determines the salaries of Messrs. Irvin, Lester, and Milton Levy after 
  recommendation of the Compensation Committee, whose members are Rawles 
  Fulgham, Jerrold M. Trim, and Thomas B. Walker, Jr.

  Executive Compensation

       The following table summarizes the compensation paid to Messrs. Irvin, 
  Lester, and Milton Levy, who together hold the office of the Executive 
  Committee, and to NCH's two other most highly compensated executive 
  officers (whose compensation exceeded $100,000 in fiscal 1998) for services 
  rendered in all capacities to NCH during the fiscal years ended April 30, 
  1998, 1997, and 1996.

  <PAGE>

                        SUMMARY COMPENSATION TABLE
                                                              

  Name and                      Annual Compensation(1)          
  Principal         Fiscal      ----------------------            All Other
  Positions         Year        Salary(2)       Bonus          Compensation (3)
  --------------    -----       ---------      -------         ----------------
                                                          
  Irvin L. Levy, 
  President             1998     $889,420      $     -             $4,000
                        1997      862,282            -              3,700
                        1996      859,228            -              3,700
                
  Lester A. Levy,
  Chairman
  of the Board          1998      894,087            -              3,200
                        1997      866,263            -              3,000
                        1996      863,430            -              3,000
                

  Milton P. Levy, Jr., 
  Chairman of the
  Executive Committee   1998      896,074            -              3,200
                        1997      867,598            -              3,000
                        1996      865,281            -              3,700
                

  Thomas F. Hetzer, 
  Vice President
  - Finance             1998      221,331       28,000              4,000
                        1997      205,883            -              3,700
                        1996      192,204            -              3,700
                
  Glen L. Scivally, 
  Vice  President
  and Treasurer         1998      195,846       27,000              4,000
                        1997      182,357            -              3,700
                        1996      175,114            -              3,700
                
  ------------------

  (1)  Certain of NCH's executive officers receive personal benefits in 
  addition to annual salary and bonus.  The aggregate amounts of the personal 
  benefits, however, do not exceed the lesser of $50,000 or 10% of the total 
  of the annual salary and bonus reported for the named executive officer.

  (2)  Includes compensation for services as a director (other than Mr. Hetzer 
  and Mr. Scivally). 

  (3)  The amounts included in this column were contributed to the accounts 
  of the executives included in the table under NCH's qualified profit sharing 
  and savings plan.

  <PAGE>

  Retirement Agreements

       NCH has entered into retirement agreements allowing retirement at any 
  time after age 59-1/2 with Messrs. Irvin, Lester, and Milton Levy that 
  provide for lifetime monthly payments and guarantee 120 monthly payments 
  beginning at death, retirement, or disability.  In fiscal year 1997, 
  payments under these agreements were increased from $385,000 to $500,000 per 
  year for Messrs. Irvin L. Levy and Lester A. Levy and decreased from 
  $535,000 to $500,000 per year for Mr. Milton P. Levy, Jr., subject to 
  adjustment each year for increases in the United States Consumer Price Index 
  for the preceding year.

                            CERTAIN TRANSACTIONS

       On May 26, 1998, the Board of Directors authorized the repurchase of an 
  aggregate of 1,266,176 shares of NCH Common Stock from Milton P. Levy, Jr., 
  certain members of his family, including his children, their spouses and his 
  grandchildren, and trusts for the benefit of his family members.  The 
  repurchases were consummated effective as of May 26, 1998 at a price of 
  $60.89 per share.  The total received by Milton P. Levy, Jr. was $61,789,162 
  for 1,014,767 shares; by Marjorie K. Levy (Mr. Levy's wife) was $2,097,539 
  for 34,448 shares; and by Mr. Levy's three daughters (Nancy Levy Szor, Sally 
  Levy Rosen, and Kathy Levy Hornbach), their spouses and Mr. Levy's 
  grandchildren or trusts for their benefit $13,210,755 for 216,961 shares.  
  The closing trading price of NCH Common Stock on May 26, 1998 was $65.44.

  <PAGE>


  FIVE YEAR COMPARISON OF CUMULATIVE TOTAL RETURN 

       The following graph presents NCH's cumulative stockholder return during 
  the period beginning April 30, 1993, and ending April 30, 1998.  NCH is 
  compared to the S&P 500 and a peer group consisting of companies that 
  collectively represent lines of business in which NCH competes.  The 
  companies included in the peer group index are Betz Laboratories, Inc., The 
  Dexter Corporation, Ecolab Inc., Lawson Products, Inc., Nalco Chemical 
  Company, National Service Industries, Inc., Petrolite Corporation 
  (Petrolite), Premier Industrial Corporation (Premier), Quaker Chemical 
  Corporation, Safety-Kleen Corp., and Snap-On Tools Corporation.  During 
  fiscal year 1997, Premier was acquired by another corporation.  As a result, 
  Premier's shareholder return is no longer available, and therefore, Premier 
  was excluded from the peer group for performance after 1996.  During fiscal 
  year 1998, Petrolite was acquired by another corporation.  Therefore, 
  Petrolite's shareholder return is also no longer available, and Petrolite 
  was excluded from the peer group for performance after 1997.  Each index 
  assumes $100 invested at the close of trading on April 30, 1993, and is 
  calculated assuming quarterly reinvestment of dividends and quarterly 
  weighting by market capitalization.


  [STOCK PERFORMANCE GRAPH FILED UNDER COVER OF FORM S-E]



                          1993    1994    1995    1996    1997    1998
                          ----    ----    ----    ----    ----    ----
  NCH Corporation          100     101     111     104     118     121   
  S&P 500 Index            100     105     124     161     202     284 
  Peer Group               100     104     108     124     155     201

  Data source:  S&P Compustat, a division of McGraw-Hill, Inc.



       The stock price performance depicted in the graph above is not 
  necessarily indicative of future price performance.  The graph will not be 
  deemed to be incorporated by reference in any filing by NCH under the 
  Securities Act of 1933 or the Securities Exchange Act of 1934, except to 
  the extent that NCH specifically incorporates the graph by reference.

  <PAGE>

                          SECURITY OWNERSHIP OF
                PRINCIPAL STOCKHOLDERS AND MANAGEMENT

       The following table sets forth certain information regarding the 
  beneficial ownership of NCH's Common Stock as of June 1, 1998, by: (i) 
  persons known to management to beneficially own more than 5% of NCH's Common 
  Stock; (ii) each director and nominee for director; (iii) the three persons 
  holding the office of the Executive Committee and NCH's two other most 
  highly compensated executive officers (whose compensation exceeded $100,000 
  in fiscal 1998); and (iv) all directors and executive officers of NCH as a 
  group.  Except as noted below, each person included in the table has sole 
  voting and investment power with respect to the shares that the person 
  beneficially owns.

       Name of                   Amount & Nature
   Beneficial Owner             of Beneficial Ownership       Percent of Class
   ----------------             -----------------------       ----------------

   Robert L. Blumenthal                           2,683                      * 
   Rawles Fulgham (1)                             2,000                      * 
   Thomas F. Hetzer                                   0                      -
   Irvin L. Levy (2)(3)                       1,445,725                  25.8%
   Lester A. Levy (2)(4)                      1,451,684                  25.9%
   Milton P. Levy, Jr. (2)(5)                    44,000                      *
   Glen L. Scivally                                   0                      -
   Jerrold M. Trim (6)                                0                      -
   Thomas B. Walker, Jr.                         10,000                      *

   All directors and executive                2,906,005                  51.9%
   officers as a group (12 people)           

   First Chicago NBD Corporation (7)            489,530                   8.7%

   ---------------------

  *       Less than 1% of class.

  (1)  Of these shares, 700 are held by a Dallas bank in trust for the 
  retirement plan and benefit of Mr. Fulgham.

  (2)  The address of Messrs. Irvin, Lester, and Milton Levy is P.O. Box 
  152170, Irving, Texas 75015. The definition of beneficial ownership under the
  rules and regulations of the Securities and Exchange Commission requires 
  inclusion of the same 29,000 shares held as cotrustees by Messrs. Irvin, 
  Lester, and Milton Levy for a family trust in the totals listed above for 
  each of Messrs. Irvin, Lester, and Milton Levy.

  (3)  Irvin L. Levy owns a life estate interest in 1,000,000 shares included 
  in the table over which he has sole voting and investment power, and his 
  children own a remainder interest in such 1,000,000 shares.  The table 
  includes 29,000 shares held as cotrustee with his brothers for a family 
  trust over which he shares voting and investment power, the beneficial 
  ownership of which Mr. Levy disclaims.

  <PAGE>

  (4)  Lester A. Levy owns a life estate interest in 625,194 shares included 
  in the table over which he has sole voting and investment power, and his 
  children own a remainder interest in such 625,194 shares.  The table 
  includes 29,000 shares held as cotrustee with his brothers for a family 
  trust over which he shares voting and investment power, the beneficial 
  ownership of which Mr. Levy disclaims.

  (5)  The table includes 29,000 shares held by Milton P. Levy, Jr. as 
  cotrustee with his brothers for a family trust over which he shares voting 
  and investment power, the beneficial ownership of which Mr. Levy disclaims.  
  Effective May 26, 1998, NCH repurchased from Milton P. Levy, Jr. an aggregate
  of 1,014,767 shares of NCH Common Stock for a purchase price of $61,789,162, 
  in addition to shares of NCH Common Stock from certain members of his family 
  and trusts for their benefit.  See discussion in "Certain Transactions" in 
  this proxy.

  (6)  Windsor Association, Inc., of which Mr. Trim is president, has a 
  corporate policy against its employees owning any publicly traded securities.

  (7)  The table sets forth First Chicago NBD Corporation's stockholding based 
  on its latest Schedule 13G filed with the SEC dated as of January 30, 1998.  
  First Chicago NBD Corporation reports its address as One First National 
  Plaza, Chicago, Illinois 60670.  It has sole dispositive power over 489,530 
  shares, shared dispositive power over 0 shares, sole voting power over 
  479,081 shares, and shared voting power over 0 shares.


                            SELECTION OF AUDITORS

       The Board of Directors has appointed KPMG Peat Marwick LLP, Certified 
  Public Accountants, to continue to be the principal independent auditors of 
  NCH, subject to stockholder ratification at the Meeting.  A representative 
  of that firm has been requested to be present at the Meeting and will have 
  an opportunity to make a statement if the representative desires to do so 
  and to respond to appropriate questions.


                          PROPOSALS OF STOCKHOLDERS

       Stockholders of NCH who intend to present a proposal for action at the 
  1999 Annual Meeting of Stockholders of NCH must notify NCH's management of 
  such intention by notice received at NCH's principal executive offices not 
  less than 120 days in advance of June 23, 1999, for such proposal to be 
  included in NCH's proxy statement and form of proxy relating to such meeting.

  <PAGE>

                                ANNUAL REPORT

       The Annual Report for the year ended April 30, 1998, is being mailed to 
  stockholders with this Proxy Statement.  The Annual Report is not to be 
  regarded as proxy soliciting material.  NCH will provide without charge to 
  each stockholder to whom this Proxy Statement and the accompanying form of 
  proxy are sent, on the written request of such person, a copy of NCH's 
  annual report on Form 10-K for the fiscal year ended April 30, 1998, 
  including the financial statements and the financial statement schedules, 
  required to be filed with the Securities and Exchange Commission.  
  Requests should be directed to NCH Corporation, Attention: Secretary, 
  P. O. Box 152170, Irving, Texas  75015.

                          

                                              /s/  Irvin L. Levy
                                              ------------------
                                              Irvin L. Levy,
                                              President

  Irving, Texas
  Dated:  June 22, 1998


  <PAGE>


  PROXY CARD
  
  
                              NCH CORPORATION


                 ANNUAL MEETING OF STOCKHOLDERS-JULY 23, 1998
         THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

   The undersigned, revoking all prior proxies, hereby appoints James H. Stone,
   Tom Hetzer, and Joe Cleveland, and any one or more of them, proxy or 
   proxies, with full power of substitution in each, and hereby authorizes
   them to vote for the undersigned and in the undersigned's name, all shares
   of common stock of NCH Corporation (the "Company") standing in the name of
   the undersigned on June 1, 1998, as if the undersigned were personally
   present and voting at the Company's annual meeting of stockholders to be
   held on July 23, 1998, in Dallas, Texas, and at any adjournment thereof,
   upon the matters set forth on the reverse side hereof.

   This proxy when properly executed will be voted in the manner directed 
   herein by the undersigned stockholder.  IF NO DIRECTION IS MADE, THEN THIS
   PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2, AND IN THE PROXIES' DISCRETION
   ON ALL OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING,
   INCLUDING MATTERS INCIDENT TO THE CONDUCT OF SUCH MEETING.

            (Continue and to be signed on reverse side)

   
   <PAGE>


                                    FOR         WITHHOLD AUTHORITY
   1.   Election of Directors       / /                / /

   Nominees:  Lester A. Levy and Rawles Fulgham

   ---------------------------------------------------------------------
   Instruction:  To withhold authority to vote for all nominees, mark the 
   Withhold Authority box.  To withhold authority to vote for any individual
   nominees, write the nominee's name on the line above.


   2.   Proposal to ratify the appointment of KPMG Peat Marwick LLP as 
   independent auditors of NCH Corporation.

   FOR   / /      AGAINST   / /      ABSTAIN   / /


   3.   In their discretion, the proxies are authorized to vote upon any other
   matters that may properly come before the meeting or any adjournment 
   thereof, subject to the limitations set forth in the applicable regulations
   under the Securities Exchange Act of 1934.
   
   Dated:                                             , 1998
           ------------------------------------------- 


           -------------------------------------------
                        Signature


           -------------------------------------------
                   Signature if held jointly   

   NOTE:  Please sign exactly as name appears hereon.  Joint owner should each
   sign.  When signing as attorney, executor, administrator, trustee, guardian,
   officer or partner, please indicate full title and capacity.

   <PAGE>