Exhibit 10.4




                             TAX SHARING AGREEMENT
                             ---------------------

       This  Agreement  is entered into as  of  the  1st  day  of
December, 1999 between ACX Technologies, Inc. ("ACX"), a Colorado
corporation, and CoorsTek, Inc. ("CTI"), a Delaware corporation.

                             W I T N E S S E T H:
                             - - - - - - - - - -

        WHEREAS,  ACX  and CTI have entered into  a  Distribution
Agreement  dated October [], 1999 (the "Distribution Agreement"),
providing for the distribution by ACX to its shareholders of  all
of the common stock of CTI (the "Distribution");

      WHEREAS, ACX and CTI desire to set forth their agreement on
the  rights  and  obligations of ACX, CTI  and  their  respective
Affiliates  with respect to various Tax matters and the  handling
and  allocation  of  Federal,  state,  local  and  foreign  Taxes
incurred  in  Taxable periods beginning prior  to  the  Effective
Date;

       NOW,  THEREFORE, in consideration of the mutual  covenants
and  agreements  hereinafter  set forth,  the  parties  agree  as
follows:

      1.    Definitions
            -----------

            (a)   As used in this Agreement:

             "ACX Consolidated Group" shall mean, with respect to
any  Taxable  period, the corporations which are members  of  the
affiliated group of corporations of which ACX or its successor is
the  common  parent (within the meaning of Section  1504  of  the
Code).

             "ACX  Group" shall mean the corporations  which  are
members  of the ACX Consolidated Group during any Taxable period,
excluding  the  corporations which are the  members  of  the  CTI
Group.

             "CTI  Group" shall mean the corporations  which  are
members of the affiliated group of corporations of which  CTI  is
the  common  parent (within the meaning of Section  1504  of  the
Code)   immediately   after  the  Distribution   Date   and   any
predecessors or successors thereto (and to the extent applicable,
a  corporation,  sold  prior  to the  Distribution,  that  was  a
subsidiary of a member of the CTI Group).

               "Affiliate"   (and   the   correlative    meaning,
"Affiliation")   of  any  person  shall  mean   any   individual,
corporation,  partnership or other entity directly or  indirectly
controlling,  controlled  by or under common  control  with  such
person.  Notwithstanding the foregoing, (i) a member of  the  CTI
Group and a member of the ACX Group shall not be Affiliates,  and
(ii)  neither  Adolph Coors Company nor any of  its  subsidiaries
shall  be  an  Affiliate of any member of the ACX  Group  or  any
member of the CTI Group.

             "After-Tax Amount" shall mean an amount that, on  an
"After-tax  basis", is equal to the obligation amount  hereunder.
"After-tax basis" shall reflect the hypothetical Tax consequences
resulting from (i) receipt or accrual of the required payment  by
the  recipient  hereunder and (ii) any deduction for the  payment
or  accrual of the item giving rise to the obligation. References
to "after-Tax basis" and "hypothetical Tax consequences" refer to
calculations of Tax at the maximum statutory rate (or  rates,  in
the case of an item that affects more than one Tax) to the extent
applicable for the relevant year.

             "Code" shall mean the Internal Revenue Code of 1986,
as amended, or any successor thereto.

             "Consolidated  State  Tax" shall  mean  any  income,
franchise  or similar Tax (based on income) payable to any  state
or  local government as to which CTI or any of its Affiliates  is
or  may  be  liable for such Tax on a consolidated,  combined  or
unitary basis with ACX or any of its Affiliates. This term shall
specifically  exclude any combined state Tax Returns  filed  with
CTI  or  any  member of the CTI Group as the common parent.  Such
combined  state Tax Returns shall be treated similar to  separate
company state Returns with responsibility being exclusive to  the
filing entity.

             "Distribution Date" shall mean the date on which ACX
distributes to its shareholders all of the common stock of CTI.

            "Effective Date" shall mean ________.

             "Federal  Tax" shall mean any United States  Federal
income, environmental, alternative or add-on minimum Tax.

             "Final Determination" shall mean (i) with respect to
Federal  Taxes,  (A)  a  "determination" as  defined  in  Section
1313(a)  of  the  Code, or (B) the date of acceptance  by  or  on
behalf  of  the Internal Revenue Service of Form 870-AD  (or  any
successor  form thereto), as a final resolution of Tax  liability
for  any  Taxable period, except that a Form 870-AD (or successor
form  thereto) that reserves the right of the taxpayer to file  a
claim for refund and/or the right of the Internal Revenue Service
to  assert  a  further deficiency shall not  constitute  a  Final
Determination with respect to the item or items so reserved; (ii)
with  respect  to  Taxes  other than  Federal  Taxes,  any  final
determination of liability in respect of a Tax provided for under
applicable  law;  (iii) any final disposition by  reason  of  the
expiration of the applicable statute of limitations; and (iv) the
payment  of  Tax  by ACX, CTI, or any Affiliate of  ACX  or  CTI,
whichever is responsible for payment of such Tax under applicable
law,  with respect to any item disallowed or adjusted by a Taxing
Authority, provided that the provisions of Section 8 hereof  have
been complied with, or, if such section is inapplicable, that the
party responsible under the terms of this Agreement for such  Tax
is  notified by the party paying such Tax that it has  determined
that  no  action should be taken to recoup such disallowed  item,
and the other party agrees with such determination.

            "Other Taxes," are defined in Section 4.

            "Post-Effective Period" shall mean any Taxable period
beginning after the Effective Date.

             "Pre-Effective Period" shall mean any Taxable period
ending on or before the Effective Date.

             "Pre-Effective  Tax Liability" shall  mean  (i)  the
Federal Tax liability of ACX and each corporation included in the
ACX  Consolidated Group for any period as to which a consolidated
Federal  Tax Return is filed by ACX for such group for  all  Pre-
Effective  Periods, and (ii) the Consolidated State Tax liability
for such group for all Pre-Effective Periods and for the portions
(up  to the Effective Date) of any Taxable periods including  but
not  ending on the Effective Date, regardless of whether any such
liability has been previously assessed in whole or in part or  is
assessed  in whole or in part after the date hereof,  or  whether
such liability is or was imposed on the ACX Consolidated Group or
on any corporation included within any such Group separately.

             "Prime"  shall  mean the rate of interest  announced
from time to time as "prime" by the Bank of America, N.A.

            "Referee" is defined in Section 16.

            "Return" shall mean any Tax Return, statement, report
or   form  (including  estimated  Tax  Returns  and  reports  and
information  Returns and reports) required to be filed  with  any
Taxing Authority.

            "Tax" (and the correlative meaning, "Taxes," "Taxing"
and "Taxable") shall mean (A) any net income, alternative or add-
on minimum, gross income, gross receipts, sales, use, ad valorem,
franchise,  profits,  license, withholding, payroll,  employment,
excise,   transfer,  recording,  severance,  stamp,   occupation,
premium,  property,  environmental, custom duty,  or  other  tax,
governmental fee or other like assessment or charge of  any  kind
whatsoever, together with any interest and any penalty,  addition
to  tax  or additional amount imposed by a Taxing Authority;  (B)
any liability of ACX, CTI or any Affiliate of ACX or CTI (or,  in
each  case,  any  successor  in interest  thereto  by  merger  or
otherwise), as the case may be, for the payment of any amounts of
the type described in clause (A) for any Taxable period resulting
from the application of Treasury Regulation Section 1.1502-6  or,
in  the case of any Consolidated State Tax, any similar provision
applicable under state law; and (C) any liability of ACX, CTI  or
any  Affiliate of ACX or CTI (or, in each case, any successor  in
interest thereto by merger or otherwise) for the payment  of  any
amounts  described in clause (A) as a result of  any  express  or
implied obligation to indemnify any other party.

             "Tax  Asset" shall mean any net operating loss,  net
capital   loss,  investment  Tax  credit,  foreign  Tax   credit,
charitable  deduction  or  any other  credit  or  Tax  attribute,
including  additions  to basis of property,  which  could  reduce
Federal  Taxes or Consolidated State Taxes, as the case  may  be,
including,  without limitation, deductions or credits related  to
alternative minimum Taxes.

              "Taxing  Authority"  shall  mean  any  governmental
authority responsible for the imposition of any Tax.

             (b)  Any  term used in this Agreement which  is  not
defined  in  this  Agreement shall, to  the  extent  the  context
requires,  have  the meaning assigned to it in the  Code  or  the
applicable Treasury regulations thereunder.

      2.    Federal Taxes and Consolidated State Taxes--
Administrative and Compliance Matters.

              (a)    Sole  Tax  Sharing  Agreement.  The  parties
acknowledge that there has not been a Final Determination of  the
Pre-Effective  Tax Liability, that the members of the  CTI  Group
are includible in the ACX Consolidated Group, and may be found to
be  includible in certain State Consolidated Groups  through  the
Effective  Date,  that pursuant hereto any and all  existing  Tax
sharing agreements or arrangements, written or unwritten, between
the  ACX  Group and the CTI Group shall be terminated as  of  the
Effective  Date, and that after the Effective Date this Agreement
shall  constitute the sole Tax sharing agreement between the  ACX
Group  and  the  CTI  Group. Any tax sharing  agreements  between
Adolph  Coors Company and ACX will still be legally  binding  and
applicable to both ACX Group and CTI Group.

             (b)   Intent. Treasury regulations designate ACX  as
the  sole agent of all members of the ACX Consolidated Group with
respect to virtually all Federal Tax matters. Certain states have
corresponding provisions.  Notwithstanding Section  2(d)  hereof,
if   the  Internal  Revenue  Service  District  Director  (or   a
corresponding state official) deals directly with any  member  of
the CTI Group in respect of its Tax liability for a Pre-Effective
Period (as is the District Director's right), such member of  the
CTI  Group  shall have full authority to act, provided,  however,
that  such actions do not cause a material detriment to  the  ACX
Group.  It  is  the intent of ACX and CTI, as common  parents  of
their  respective groups for Post-Effective Periods, that,  since
each  group  is  ultimately  responsible  for  Federal  Tax   and
Consolidated  State Tax liabilities allocable thereto  hereunder,
each  group, through its common parent, shall have the  authority
to  negotiate,  resolve and settle its own  Tax  matters  to  the
extent  such  actions do not cause a material  detriment  to  the
other  group  or  are otherwise inconsistent  with  the  specific
provisions of this Agreement.

             (c)    Designation of Agent. CTI and each member  of
the  CTI  Group  hereby irrevocably designate ACX as  its  agent,
coordinator, and administrator for the purpose of taking any  and
all  actions  (including the execution of waivers  of  applicable
statutes of limitation) necessary or incidental to the filing  of
any Federal or Consolidated State Tax Return, any amended Federal
or  Consolidated State Tax Return or any claim for  refund  (even
where  an  item or Tax Asset giving rise to an amended Return  or
refund claim arises in a Post-Effective Period), credit or offset
of  Tax  or  any  other proceedings relating to any Pre-Effective
Period. ACX, as agent, shall be responsible to see that all  such
administrative matters relating thereto shall be handled promptly
and  appropriately.  ACX shall be CTI's  agent  with  respect  to
making  payments  to,  or  collecting Refunds  from,  any  Taxing
Authority with respect to Pre-Effective Tax Liabilities. CTI will
then  reimburse ACX, or ACX will reimburse CTI, as the  case  may
be,  for the CTI share of the total pursuant to such agency.  ACX
shall  inform and consult with CTI prior to taking any action  on
behalf  of, or which will have any material impact on, any member
of  the  CTI  Group,  including, without  limitation,  strategies
relating to waivers of any statute of limitations.

             (d)    1999 Returns. ACX will prepare and  file  the
consolidated Federal Tax Return and each Consolidated  State  Tax
Return  for the taxable years ending on the Effective  Date.  ACX
will  provide CTI with "packets" at a time and in a form  similar
to  prior years for CTI and each of its Affiliates for which data
is  necessary for the Federal and Consolidated State Returns, and
CTI  will complete and return such packets with respect  to  each
member of the CTI Group or relevant CTI Affiliate, pursuant to  a
schedule  mutually agreed upon by ACX and CTI, but  in  no  event
later  than  June 1, 2000. CTI will have sole responsibility  for
the  technical propriety and accuracy of the packets relating  to
members of the CTI Group and CTI Affiliates.

           (e)      Tax Assets. Tax Assets from any Pre-Effective
Period shall be computed  and agreed upon by ACX  and  CTI  after
the  completion  of  the  last  ACX  Consolidated   Group  Return
which includes CTI or any member of the CTI Group.

      3.    Federal Taxes and Consolidated State Taxes--
Allocation of Taxes.

             (a)    1999  Federal and Consolidated  State  Income
Taxes.  In its capacity as agent, ACX shall pay all Federal Taxes
and Consolidated State Taxes due in connection with the filing of
its 1999 Returns or with any request for extension of time within
which  to file any such Return. Within 20 days of filing  of  any
such  Returns,  ACX  shall send a statement to  CTI  showing  the
amount  of  the  unpaid or overpaid portion of  the  CTI  Group's
allocated   share   of  the  total  Federal  Tax   liability   or
Consolidated  State  Tax liability as shown on  such  Returns  as
filed.

             (b)    Carrybacks. ACX agrees to pay CTI the  actual
benefits received by ACX from the use in any Pre-Effective Period
of  any  Tax  Asset of CTI, a member of the CTI Group  or  a  CTI
Affiliate arising in a Post-Effective Period.  Such benefit shall
be considered equal to the excess of the actual amount of Federal
Taxes or Consolidated State Taxes that would have been payable by
the  ACX Consolidated Group in the absence of such carryback over
the  amount of Federal Taxes or Consolidated State Taxes actually
payable  by  the  ACX  Consolidated Group as  a  result  of  such
carryback  or subsequent increase to such carryback.  Payment  of
the  amount of such benefit shall be made within 30 days  of  (i)
receipt of the refund or (ii) the end of the Taxable year  during
which  ACX  or the relevant ACX Affiliate receives the credit  or
other offset attributable thereto.

            (c)  Subsequent Adjustments to Carrybacks. If, subse-
quent to the payment  by ACX to CTI of any amount referred  to in
Section 3(b) above, there shall be

                    (i)    a Final Determination under applicable
law of  a deficiency of   Federal  Taxes  or  Consolidated  State
Taxes  of  the  ACX  Consolidated  Group  or  the  relevant State
Consolidated  Group on the grounds that the Tax Asset giving rise
to such payment was in fact not available in whole or in part,

                    (ii)  a Final Determination resulting from an
audit of any  member of  the CTI Group or any CTI Affiliate which
results in a reduction of any Tax Asset so carried back, or

                    (iii)  the  filing  of  a  subsequent  Return
reflecting  a  recapture  by the ACX Consolidated  Group  or  the
relevant  State  Consolidated Group of any Tax Asset  so  carried
back,  then  within  20  days of such event,  ACX  shall  send  a
statement  to CTI setting forth an amount reflecting  the  amount
which would not have been payable to CTI pursuant to this Section
3  had the amount of the benefit been determined in light of such
event. In addition, CTI shall hold ACX and each of its Affiliates
harmless by paying an amount for any penalty or interest paid  by
ACX or any such Affiliate as a result of any such decrease.

            (d)   Amended Returns with Amounts Due by CTI. If ACX
files  an amended Return on behalf of the ACX Consolidated  Group
or  a  State Consolidated Group for any Pre-Effective Period  and
such  Return  results  in an increase in  the  Pre-Effective  Tax
Liability attributable to any member of the CTI Group or any  CTI
Affiliate  for  such period, CTI shall pay to ACX the  amount  of
such increase, plus any applicable interest and penalties.

            (e)  Amended Returns with Refunds Due to CTI.

                      (i)   CTI  may  request that  ACX  file  an
amended  Return or assert a claim for refund. ACX shall assert  a
claim for refund or file an amended Return within 60 days of such
request, provided, however, that ACX shall have no obligation  to
file  such an amended Return or assert such a claim for a  refund
if  ACX reasonably determines in good faith after consulting with
CTI  that  the  benefit of filing such Return or  asserting  such
claim  to  the  members  of the CTI Group or  CTI  Affiliates  is
outweighed  by  the  detriment to it or the  members  (or  former
members)   of  the  ACX  Group.  If  CTI  believes   that   ACX's
determination  is unreasonable, the dispute shall be  subject  to
the procedures set forth in Section 16.

                     (ii)   If  ACX  files an amended  Return  on
behalf of the ACX Consolidated Group for any Pre-Effective Period
that  results  in a decrease in the Pre-Effective  Tax  Liability
attributable to any member of the CTI Group or any CTI  Affiliate
for  such  period,  or if ACX asserts a claim  for  a  refund  of
Federal  Taxes  or  Consolidated  State  Taxes  which  would   be
attributable to any member of the CTI Group or any CTI  Affiliate
in  any audit or other proceeding, then ACX shall pay to CTI  the
amount  of  any refund received resulting from such  decrease  or
claim  for refund, plus any interest received by ACX attributable
thereto.

            (f)   Calculation and Payments of Amounts Due.

                   (i)   Responsible Party. Calculations required
to be made pursuant to this Section 3 and the relevant portion of
Section  6(c)  shall  be  made  by  ACX.  Upon  receipt  of  such
calculations,  CTI shall have 10 days to review the  computations
and  to notify ACX of any disagreements. During CTI's review  and
in  the event that CTI has notified ACX of a disagreement, for an
additional 10 days both CTI and ACX shall make reasonable efforts
to  resolve  any questions or disputes. In the event the  parties
cannot agree, their disputes will be resolved pursuant to Section
16.

                    (ii)     Method  of  Calculation.  Except  as
otherwise   provided,  CTI's  share  of  any  Federal   Tax,   or
Consolidated State Tax shall be calculated pursuant to the method
described in Exhibit A hereto.

                   (iii)    Payments  Due.  Except  as  otherwise
provided,  all  payments  required by  this  Section  3  and  the
relevant  portions of Section 6(c) will be due 30 days after  the
fixing  of liability or the resolution of a dispute (as  provided
for in 3(f)(i)).

                   (iv)    Interest. Any amount not paid when due
under  Section  3(f)(iii) shall bear interest at Prime  plus  3%,
except that any amount not paid because of any good faith dispute
under Section 16 shall bear interest at Prime.

                   (v)      After-Tax Amounts. ACX and CTI  shall
discharge their obligations under this Section 3 and the relevant
portions  of  Section  6(c), other than payments  required  under
Section 3(b), by paying After-Tax Amounts.

                   (vi)     Duplicative  Payments  Not  Required.
Notwithstanding the foregoing, no payment shall be required under
any  provision of this Agreement to the extent it is  duplicative
of any payment required by any other provision of this Agreement.

             (g)    In  the  event  that the Treasury  Department
promulgates regulations under the Code that provide a method  for
the  allocation  of a consolidated group's "minimum  tax  credit"
(within  the meaning of Section 53 of the Code) among  a  group's
members,   and,  as  a  result  of  such  regulations'  mandatory
application, the ACX Consolidated Group is required  to  allocate
the  maximum  tax  credit carried forward to  any  Post-Effective
Period  from  any federal income Tax Return for any Pre-Effective
Period, so that the amount originally allocated to members of the
CTI  Group (the "Original CTI Allocation") is different from  the
amount  that  is allocated under such regulations (the  "Adjusted
CTI  Allocation"), then, ACX shall pay CTI an amount equal to the
excess  of  the  Original CTI Allocation over  the  Adjusted  CTI
Allocation, or, if applicable, CTI shall pay ACX an amount  equal
to  the  excess of the Adjusted CTI Allocation over the  Original
CTI  Allocation.  Within 20 days of the effective  date  of  such
regulations, ACX shall send a statement to CTI showing the amount
of the Adjusted CTI Allocation.

      4.    Other Taxes.
            -----------

             (a)    Liability  for all Taxes other  than  Federal
Taxes  and Consolidated State Taxes ("Other Taxes"), attributable
to any member of the CTI Group, and the responsibility for filing
of  all  Returns relating to such other Taxes, shall be the  sole
responsibility of the CTI Group. Liability for all  Other  Taxes,
attributable   to   any  member  of  the  ACX   Group   and   the
responsibility  for  filing all Returns relating  to  such  Other
Taxes,  shall be the sole responsibility of the ACX  Group.  Each
party  agrees  to  indemnify  and  hold  the  other  harmless  in
accordance with the undertakings contained in this Section 4(a).

             (b)   The CTI Group shall be entitled to all refunds
and  credits of Other Taxes attributable to any member of the CTI
Group,  and  the ACX Group shall be entitled to all  refunds  and
credits  of  Other Taxes attributable to any member  of  the  ACX
Group.

      5.    Certain Representations and Covenants.
            -------------------------------------

             (a)   (I)   CTI Representations. CTI represents  and
agrees  that, as of the date hereof, and covenants  that  on  the
Distribution Date:

                        (i)     There is no plan or intention (A)
to  liquidate CTI or to merge or consolidate CTI with  any  other
person subsequent to the Distribution or (B) to sell or otherwise
dispose  of  any  asset  of CTI subsequent to  the  Distribution,
except in the ordinary course of business.

                         (ii)     CTI  will not take  any  action
inconsistent  with the information and representations  furnished
to  the  IRS in connection with the request for a private  letter
ruling  with respect to the spin-off, regardless of whether  such
information  and representations were included in the  ruling  or
pronouncement issued by the IRS.

                         (iii)    CTI  will not  enter  into  any
negotiation,   agreements  or  arrangements   with   respect   to
transactions  or events (including stock issuances,  pursuant  to
the exercise of options or otherwise, option grants, the adoption
of,  or  authorization  of shares under,  a  stock  option  plan,
capital  contributions, or acquisitions, but  not  including  the
spin-off) which may cause the spin-off to (a) be treated as  part
of  a plan pursuant to which one or more persons acquire directly
or  indirectly  CTI stock representing a "50-percent  or  greater
interest" within the meaning of Section 355(d)(4) or the Code, or
(b) violate the "continuity of interest requirement" set forth in
Treasury Regulation 1.355- 2(c).

                   (II)     CTI and ACX Representations. CTI  and
ACX  each  represents that, as of the date hereof, and  covenants
that on the Distribution Date:

                           (i)     To the best of ACX's and CTI's
knowledge (as applicable), payments made in connection  with  all
continuing  non-transitional transactions between any  member  of
the CTI Group and any member of the ACX Group occurring after the
Distribution  will be for fair market value based  on  terms  and
conditions  arrived at by the parties bargaining at arm's  length
and   payments  made  in  connection  with  certain  transitional
services also will be provided for fair market value.

                            (ii)     Neither  CTI  nor  ACX   (as
applicable) is aware of any plan or intention by the shareholders
of  ACX to sell, exchange, transfer by gift, or otherwise dispose
of any of their stock in, or securities of, ACX or CTI subsequent
to  the Distribution, except for any dispositions of ACX stock or
CTI stock through the 401(k) plans of ACX and CTI, respectively.

             (b)   CTI Covenants. CTI covenants to ACX and agrees
that during the two-year period following the Distribution Date:

                    (i)      It  will  not  liquidate,  merge  or
consolidate with any other person, or sell, exchange,  distribute
or  otherwise  dispose of its assets other than in  the  ordinary
course  of  business, redeem or otherwise reacquire  any  of  its
capital  stock,  other than through stock purchases  meeting  the
requirements of Section 4.05(1)(b) of Rev. Proc. 96-30.

                   (ii)     CTI  Group will continue  the  active
conduct   of  the  historic  business  conducted  by  CTI   Group
throughout the five year period prior to the spin-off.

                   (iii)    CTI will not, nor will it permit  any
member of the CTI Group to, take any action inconsistent with the
information  and  representations  furnished  to   the   IRS   in
connection  with  the request for a private  letter  ruling  with
respect  to  the spin-off, regardless of whether such information
and  representations were included in the ruling or pronouncement
issued by the IRS.

                   (iv)     During the applicable period provided
in Section 355(e)(2)(B) of the Code with respect to the spin-off,
CTI will not enter into any transaction or make any change in its
equity  structure  (including stock issuances,  pursuant  to  the
exercise of options or otherwise, option grants, the adoption of,
or  authorization of shares under, a stock option  plan,  capital
contributions, or acquisitions, but not including  the  spin-off)
which may cause the spin-off to (a) be treated as part of a  plan
pursuant  to  which  one  or  more persons  acquire  directly  or
indirectly  CTI  stock  representing  a  "50-percent  or  greater
interest" within the meaning of Section 355(d)(4) of the Code, or
(b) violate the "continuity of interest requirement" set forth in
Treasury Regulation 1.355-2(c).

                   (v)     CTI will covenant that in the one-year
period  after  the  spin-off, it will  make  the  borrowings  and
acquisitions described in the materials submitted to the IRS with
respect to the business purpose of the spin-off.

             (c)   Exceptions. Notwithstanding the foregoing, CTI
may  take  actions inconsistent with the covenants  contained  in
Section 5(b) above if:

                   (i)     CTI obtains a ruling from the Internal
Revenue  Service to the effect that such actions will  not  cause
either  ACX  or its shareholders to recognize Taxable  income  by
virtue of the Distribution; or

                   (ii)    CTI obtains an opinion, acceptable  to
ACX, from recognized counsel acceptable to ACX to the same effect
as in Section 5(c)(i).

      6.    Indemnities.
            -----------

             (a)   CTI Indemnity. CTI and each member of the  CTI
Group will jointly and severally indemnify ACX and each member of
the ACX Group against and hold them harmless from

                    (i)       any   Pre-Effective  Tax  Liability
assessed  after  the  Distribution  Date  pursuant  to  a   Final
Determination, which is attributable to any item of income, loss,
credit, deduction or other Tax attribute of any member of the CTI
Group, or a CTI Affiliate,

                   (ii)     any liability (including any and  all
Taxes)   relating  to  the  Distribution,  in   the   event   the
Distribution is Taxable due to a breach by CTI or any  member  of
the  CTI Group of any agreement, representation or covenant  made
by  CTI  herein;  provided, however, that if the Distribution  is
Taxable as a result, in part, of ACX's action, then CTI shall  be
liable  only  for  the  proportionate  amount  of  the  liability
attributed to CTI's action, and

                   (iii)    all  liability for  fees,  costs  and
expenses (including reasonable attorneys' fees) arising out of or
incident to any proceedings before any Taxing Authority,  or  any
judicial  authority,  with  respect to any  amount  indemnifiable
under this Section 6(a).

             (b)   ACX Indemnity. ACX and each member of the  ACX
Group will jointly and severally indemnify CTI and each member of
the CTI Group against and hold them harmless from

                  (i)     any Pre-Effective Tax Liability, or Tax
liability  resulting from the Distribution, other than  any  such
liabilities described in Sections 6(a)(i) and (ii) hereof,

                   (ii)     any liability resulting from a breach
by ACX or any member of the ACX Group after the Distribution Date
of any covenant made by ACX herein, and

                   (iii)    all  liability for  fees,  costs  and
expenses (including reasonable attorneys' fees) arising out of or
incident to any proceedings before any Taxing Authority,  or  any
judicial  authority,  with  respect to any  amount  indemnifiable
under this Section 6(b).

             (c)  Discharge of Indemnity. CTI and each member  of
the  CTI  Group, and ACX and each member of the ACX Group,  shall
discharge  their obligations under Sections 6(a)(ii),  6(a)(iii),
6(b)(i),  6(b)(ii) and 6(b)(iii) hereof, respectively, by  paying
an  After-Tax Amount within 30 days of demand therefore.   Within
20 days of a Final Determination of an obligation of CTI and each
member  of the CTI Group under Section 6(a)(i) ACX shall  send  a
statement  to CTI showing the amount due thereunder.  Calculation
and  payment  mechanics relating to items  described  in  Section
6(a)(i)  are  set  forth  in  Section 3(f).  Notwithstanding  the
foregoing, if either CTI or ACX disputes in good faith  the  fact
or  the  amount of its obligation under Section 6(a)  or  Section
6(b)  (including, without limitation, any After-Tax Amount), then
no  payment of the amount in dispute shall be required until  any
such good faith dispute is resolved in accordance with Section 16
hereof;  provided, however, that any amount not  paid  within  30
days  of  demand  therefore shall bear interest  as  provided  in
Section   3(f)(iv).  Notwithstanding  anything  to  the  contrary
herein,  any  Final Determination relating to the  applicability,
determination or calculation of the gross-up required to  achieve
an  After-Tax  Amount under this Agreement shall  be  subject  to
indemnity  as if an indemnifiable Tax relating to a Pre-Effective
Period.

             (d)   Method  of  Calculation. Except  as  otherwise
provided, the amount of CTI's liability under Section 6(a)(i) and
ACX's  liability under Section 6(b)(i), including the calculation
of  any  party's  share of any Federal Tax or Consolidated  State
Tax,  shall  be  calculated pursuant to the method  described  in
Exhibit A hereto.

             (e)   Joint  and Several Liability.  The  joint  and
several liabilities of the members of the CTI Group under Section
6(a)  shall  become  several liabilities  (and  not  joint)  with
respect  to  any member upon a disposition, causing  a  break  in
Affiliation  from the CTI Group, of such member to a third  party
for  fair  value.  The several liability responsibility  of  such
member  shall equal the portion of the total liability multiplied
by a fraction, the numerator of which is the fair market value of
the  member and the denominator of which is the fair market value
of the CTI Group immediately prior to the disposition.

      7.    Communication and Cooperation.
            -----------------------------

            (a)  Consult and Cooperate. CTI and ACX shall consult
and  cooperate  (and  shall cause each  of  their  Affiliates  to
cooperate)  fully  at  such  time and to  the  extent  reasonably
requested  by  the  other party in connection  with  all  matters
subject  to  this  Agreement.  Such  cooperation  shall  include,
without limitation,

                   (i)       the   retention  and  provision   on
reasonable  request  of  any  and all information  including  all
books, records, documentation or other information, any necessary
explanations of information, and access to personnel,  until  the
expiration of the applicable statute of limitation (giving effect
to any extension, waiver, or mitigation thereof),

                  (ii)    the execution of any document that  may
be  necessary or helpful in connection of any required Return  or
in connection with any audit, proceeding, suit or action, and

                  (iii)   the use of the parties' best efforts to
obtain any documentation from a governmental authority or a third
party  that  may be necessary or helpful in connection  with  the
foregoing.

            (b)  Provide Information. ACX and CTI shall keep each
other fully informed with respect to any development relating  to
all matters subject to this Agreement.


             (c)  Tax Attribute Matters. ACX and CTI shall advise
and  consult  with  each other with respect to any  proposed  Tax
adjustment  relating to the ACX Consolidated Group or  any  State
Consolidated  Group which are the subject of an Internal  Revenue
Service or State Taxing Authority audit or investigation, or  are
the subject of any proceeding or litigation, and which may affect
any  Tax  attribute of ACX, CTI or any Affiliate of  ACX  or  CTI
(including, but not limited to, basis in an asset or  the  amount
of earnings and profits).

      8.    Audits and Contests.
            -------------------

            (a)  Notice. ACX shall promptly notify CTI in writing
of  any inquiries from the Internal Revenue Service or any  other
Taxing  Authority which relate or may relate to matters described
in Section 3(c) or 6(a). CTI shall promptly notify ACX in writing
of  any  inquiries  from the Internal Revenue  Service  or  other
Taxing  Authority which relate or may relate to matters described
in  Section 3(c) or 6(b). Each party shall forward to  the  other
party  relevant  portions of any reports or other  communications
which relate to such matters.

             (b)   Settlement  of Issues. No  settlement  of  any
audit,   examination,   action,  suit  or   other   judicial   or
administrative  proceeding  relating  to  matters  described   in
Section  6(a)  for any Pre-Effective Period (or with  respect  to
matters  relating  to  Section 6(a)(ii) for any  Taxable  period)
shall  be  accepted or entered into by or on behalf  of  the  ACX
Consolidated  Group or State Consolidated Group  unless  CTI  has
consented  thereto  in  writing  (which  consent  shall  not   be
unreasonably withheld); provided, however, that in the event that
CTI  does  not  consent and ACX believes that the withholding  of
consent  was  unreasonable,  the  parties  shall  resolve   their
disagreement under the procedures provided in Section 16. In  the
process  of resolving such a disagreement, the Referee (or  other
applicable arbiter) shall consider the magnitude and size of  the
item  in  question,  the impact of the resolution  on  other  CTI
Taxable  periods and the likelihood of CTI's position  ultimately
prevailing.

             (c)  Venue. In the event that a notice of deficiency
(or similar notice) is received from the Internal Revenue Service
or  other Taxing Authority by the ACX Consolidated Group or State
Consolidated  Group for a Pre-Effective Period (or, with  respect
to  a  notice  of  deficiency relating to an  item  described  in
Section 6(a)(ii), for any Taxable period) and such notice relates
in whole or in part to a matter described in Section 6(a), then

                 (i)   ACX, upon receiving a written request from
CTI,  which  shall  be  given no later  than  a  date  reasonably
required  to  permit timely filing of a petition  in  the  United
States  Tax  Court, (or, if applicable, similar State venue)  for
redetermination  of  the  deficiency,  shall  timely  file   such
petition; provided, however, that, notwithstanding such  request,
after  consultation with CTI, ACX shall have the option,  if  the
notice also relates to matters described in Section 6(b), to  pay
the  amount  of  the deficiency, to file a claim for  the  refund
thereof,  and, if the claim is denied, to bring an  action  in  a
court  of competent jurisdiction seeking the refund of such  Tax.
If  a  Final Determination does not provide for a refund  of  any
amount  covered by Section 6(a) and contested under this Section,
CTI  shall pay ACX such amount plus interest from the time  ACX's
payment of the deficiency at a rate equal to Prime; or

                  (ii)  If (A) CTI does not request ACX to file a
petition  in  the  United States Tax Court  (or,  if  applicable,
similar  State  venue)  for  redetermination  of  the  deficiency
pursuant  to  Section  8(c)(i), (B) ACX  does  not,  on  its  own
initiative,  timely file such a petition, and  (C)  CTI  requests
that  ACX  file  a  claim  for refund, then  ACX  shall  pay  the
deficiency, file a claim for refund thereof, and, if the claim is
denied,  bring  an  action in a court of  competent  jurisdiction
seeking  such refund; provided that, in such case, CTI shall  pay
to  ACX, on or before the date on which the deficiency is paid by
ACX,  the  amount  as if the notice of deficiency  were  a  Final
Determination (that CTI would otherwise be responsible  for  with
respect  to  matters  described in Section  6(a))  and  any  such
payment  shall  be  credited against the  payment  required  with
appropriate  adjustment  to  be  made  promptly  upon   a   Final
Determination  with  respect  to  such  proceedings  for  refund.
Notwithstanding anything to the contrary herein, if as  a  result
of  a  Final  Determination the amount due  by  CTI  (the  "Final
Liability")  is  less  than the amount  previously  paid  by  CTI
pursuant  hereto  (the "Prepaid Amount"), ACX shall  pay  to  CTI
within  30  days after such Final Determination an  amount  based
upon an amount equal to the excess or the Prepaid Amount over the
Final  Liability,  together with interest  attributable  to  such
excess  (reduced by the excess of any tax imposed on the  receipt
of  such interest over the amount of any Tax savings realized  by
ACX  upon  any  payment made to CTI pursuant to  this  sentence).
Notwithstanding the foregoing, no payment shall be required under
this  provision  to the extent it is duplicative of  any  payment
required by any other provision of this Agreement.

             (d)   Judicial Appeals. In the event that a judgment
of  the  United  States  Tax Court or other  court  of  competent
jurisdiction results in an adverse determination with respect  to
a matter described in Section 6(a) then:

                  (i)    In  the  case an appeal of  the  adverse
determination  involves  no material issues  other  than  matters
described in Section 6(a), CTI shall have the right to cause  ACX
to  appeal from such adverse determination if CTI delivers to ACX
an  opinion from an independent tax counsel selected by  CTI  and
reasonably  acceptable to ACX that such appeal has  a  reasonable
chance of success.

                  (ii)   In  the case of an appeal of  any  other
adverse  determination which involves material issues other  than
those  described  in Section 6(a), CTI shall have  the  right  to
cause  ACX  to  appeal  from such adverse  determination  if  CTI
delivers  to  ACX  an  opinion from an  independent  tax  counsel
selected by CTI and reasonably acceptable to ACX that it is  more
likely than not that such appeal will succeed.

                (iii)    In  the case of an adverse determination
which involves matters described in Section 6(b) and within  such
determination  material matters described in  Section  6(a)  were
favorably disposed, CTI shall have the right to prevent ACX  from
appealing from such adverse determination, unless ACX delivers to
CTI  an  opinion from an independent tax counsel selected by  ACX
and  reasonably acceptable to CTI that it is more likely than not
that such appeal will succeed.

            (e)  Participation and Closing.

                    (i)  CTI  and its representatives,  at  CTI's
expense,  shall  be entitled to participate in  all  conferences,
meetings,  or proceedings with any Taxing Authority, the  subject
matter  of  which  is  or includes matters described  in  Section
6(a);  provided, however, that if (A) less than $200,000  of  the
amount   of   the   total  of  annual  proposed   adjustment   is
attributable  to  matters  described  in  Section  6(a)  and  the
proposed  adjustments do not cause significant prejudice  to  the
CTI  Group  in other Taxable periods, and (B) ACX, in good  faith
and  in its sole discretion, determines that the commencement  or
continuance of any such discussions or submissions by  CTI  would
extend  the  audit  or  review of  the  Tax  Return  of  the  ACX
Consolidated  Group or State Consolidated Group for such  Taxable
year  beyond  the period such audit or review would  require  but
for  the  commencement  or continuance  of  such  discussions  or
submissions,  then, upon receipt of notice by  CTI  from  ACX  to
such  effect,  CTI  shall have no further right  to  commence  or
continue  such  discussions or submissions with  respect  to  the
audit  or  review for such Taxable year, and ACX shall  have  the
right  to  compromise such issues and cause such audit or  review
to be closed.

                      (ii)   If  ACX  suspends  CTI's  rights  to
commence or continue discussions or submissions with respect to a
Taxable  year under Section 8(e)(i) and compromises the  proposed
adjustments  thereunder, ACX will not be  entitled  to  indemnity
under  Section 6(a) for any such items if it is more likely  than
not  that  any  such  item would have prevailed  in  a  court  of
competent  jurisdiction. If ACX believes it  is  entitled  to  an
indemnity  for such an item under Section 6(a) and CTI  disagrees
(on  the  grounds that CTI believes that the item is more  likely
than  not  to prevail) the parties shall resolve the disagreement
provided in Section 16.

                     (iii)  CTI and its representatives, at CTI's
expense,  shall  be  entitled to participate in  all  appearances
before  any  court, the subject matter of which  includes  matter
described in Section 6(a).

                     (iv)    The  participation  referred  to  in
Sections 8(e)(i) and (iii) shall include the right to control the
submission  and content of documentation, protests, memoranda  of
fact  and  law  and  briefs, the conduct  of  oral  arguments  or
presentations, the selection of witnesses and the negotiation  of
stipulations  of fact, all as may be deemed appropriate  by  CTI,
but solely with respect to a matter described in Section 6(a).

                 (f)        Taxability   of   the   Distribution.
Notwithstanding anything to the contrary herein,  to  the  extent
any  issue  is based on a theory which would, if true, result  in
CTI being liable under Section 6(a)(ii) of this Agreement for any
Tax  that  might  result  from an adverse determination  of  such
issue,   then  ACX  shall  provide  CTI  with  such  notice   and
information  as would be required under Section 8(a) hereof,  and
CTI  shall have the right to be involved, at its own expense,  in
the  development and execution of strategy for the  response  to,
preparation of and defense of any contest relating to such issue.
In  the  case of any such issue which is based solely on  such  a
theory,  ACX shall not settle such issue in a manner which  would
be impermissible under Section 8(b).

        9.     Payments.
               --------

         All  payments  to  be made hereunder shall  be  made  in
immediately available funds. Payments shall be deemed  made  when
received.


        10.  Notices.
               -------
        Any notice, demand, claim, or other communication under
this Agreement shall be in writing and shall e deemed to have
been given upon the delivery or mailing hereof, as the case may
be, if delivered personally or sent by certified mail, Return
receipt requested, postage prepaid, to the parties at the
following addresses (or at such other address as a party may
specify by notice to the other):

            If to ACX, to:
                  ACX Technologies, Inc.
                  4455 Table Mountain Parkway
                  Golden, CO 80403

                  Attn:  Tax Director, ACX Technologies, Inc.

            If to CTI, to:

                  CoorsTek, Inc.
                  16000 Table Mountain Parkway
                  Golden, CO 80403

                  Attn: Tax Manager, CoorsTek, Inc.

        11.   Costs and Expenses.
              ------------------

         Except  as  expressly set forth in this Agreement,  each
party shall bear its own costs and expenses incurred pursuant  to
this Agreement.

        12.   Effectiveness; Termination and Survival.
              ---------------------------------------

          This   Agreement  shall  become  effective   upon   the
consummation  of the Distribution, provided, however,  that  this
Agreement  will  only  become effective if  consummation  of  the
Distribution occurs prior to the close of business  on  March  1,
2000. Notwithstanding anything in this Agreement to the contrary,
this  Agreement  shall remain in effect and its provisions  shall
survive  for  the  full  period of  all  applicable  statutes  of
limitation  (giving effect to any extension, waiver or mitigation
thereof).

        13.   Section Headings.
              ----------------

        The headings contained in this Agreement are inserted for
convenience only and shall not constitute a part hereof or in any
way affect the meaning or interpretation of this Agreement.

        14.   Entire Agreement; Amendments and Waivers
              ----------------------------------------

              (a)   Entire Agreement. This Agreement contains the
entire  understanding of the parties hereto with respect  to  the
subject   matter  contained  herein.  No  alteration,  amendment,
modification,  or  waiver of any of the terms of  this  Agreement
shall  be  valid  unless  made  by an  instrument  signed  by  an
authorized officer of ACX and CTI, or in the case of a waiver, by
the party against whom the waiver is to be effective.

             (b)   Waiver.  No failure or delay by any  party  in
exercising any right, power or privilege hereunder shall  operate
as  a  waiver  hereof  nor shall any single or  partial  exercise
thereof  preclude any other or further exercise  thereof  or  the
exercise of any right, power or privilege.

      15.  Governing Law and Interpretation.
            --------------------------------

      This Agreement has been made in and shall be construed and
enforced in accordance with the laws of the State of Colorado.

      16.   Dispute Resolution.
            ------------------

             (a)   CEO's.  If the parties hereto  are  unable  to
resolve  any disagreement or dispute, either party may refer  the
matter  to the Chief Executive Officers (CEOs) of the parties  by
giving the other party written notice ("Notice"). Within 20  days
after delivery of Notice, the CEOs of both parties shall meet  at
a  mutually  acceptable  time  and  place  to  exchange  relevant
information  and attempt to resolve the dispute  within  45  days
after  delivery  of  Notice. All negotiations  pursuant  to  this
Section  16(a)  shall  be confidential and shall  be  treated  as
compromise  and  settlement  negotiations  for  purposes  of  the
Federal Rules of Evidence and State Rules of Evidence.

             (b)  Referees. Except for disagreements relating  to
Section  (ii), any disagreement not resolved by mutual  agreement
of  the  parties or under Section 16(a) shall be resolved  by  an
independent  referee that is mutually acceptable to  the  parties
hereto (a "Referee"). In the event the parties cannot agree on  a
Referee,  each  party  shall  select  an  independent  nationally
recognized law firm or accounting firm expert in tax matters  and
such  firms shall jointly choose the Referee. A Referee so chosen
shall resolve any such disagreement within 30 days of appointment
pursuant  to such procedures as it may deem advisable.  Any  such
resolution shall be binding on the parties hereto without further
recourse.

             (c)   Costs.  The  costs of  any  Referee  shall  be
apportioned between ACX and CTI as determined by such Referee  in
such  manner as the Referee deems reasonable taking into  account
the  circumstances of the dispute, the conduct of the parties and
the result of the dispute.

      17.   Counterparts.
            ------------

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

      18.   Assignments; Third Party Beneficiaries.
            --------------------------------------

       This Agreement shall be binding upon and shall inure  only
to  the  benefit  of  the  parties hereto  and  their  respective
successors and assigns. This Agreement is not intended to benefit
any  person other than the parties hereto and such successors and
assigns,  and  no  such  other person  shall  be  a  third  party
beneficiary hereof.


                         EXHIBIT A


Allocated  on  a stand alone basis, consistent with  prior  years
with  the exception of any 1999 pension plan contributions  which
will be allocated to ACX.

The  undersigned  hereby irrevocably appoints  ACX  Technologies,
Inc.  as  its agent and true and lawful attorney in fact  in  the
name  of  the undersigned to execute on behalf of the undersigned
and  bind it to a Tax Sharing Agreement (the "TSA") that ACX  and
its  Affiliates  will  enter into with  CoorsTek,  Inc.  and  its
Affiliates  in  order  to enable ACX to effect  the  contemplated
Distribution of the shares of CTI to the shareholders of ACX. The
TSA  sets  forth  the  rights  and  obligations  of  the  parties
(including  the undersigned) with respect to certain Tax  matters
and  sets forth indemnification obligations of all parties (on  a
joint and several basis).


                             ACX Technologies, Inc.


                             By /s/ Jill B. W. Sisson
                             ------------------------------------
                             Title: General Counsel and Secretary
                                    -----------------------------


The undersigned hereby irrevocably appoints CoorsTek, Inc. as its
agent  and  true and lawful attorney in fact in the name  of  the
undersigned to execute on behalf of the undersigned and  bind  it
to  a  Tax  Sharing  Agreement  (the  "TSA")  that  CTI  and  its
Affiliates  will enter into with ACX Technologies, Inc.  and  its
Affiliates  in  order  to enable ACX to effect  the  contemplated
Distribution of the shares of CTI to the shareholders of ACX. The
TSA  sets  forth  the  rights  and  obligations  of  the  parties
(including  the undersigned) with respect to certain Tax  matters
and  sets forth indemnification obligations of all parties (on  a
joint and several basis).


                            CoorsTek, Inc.


                            By /s/ Katherine A. Resler
                            -------------------------------
                            Title: General Counsel and Secretary
                                   -----------------------------