EXHIBIT 10.2: 

FIRST AMENDMENT TO MEMORANDUM OF
AGREEMENT No. 1450 

This First Amendment to Contract
Manufacturing Memorandum of Agreement No. 1450 entered into as of March 12, 2001
(the “Agreement”) between A&M Products Manufacturing Company
(“BUYER”) and Oil-Dri Corporation of America (“SELLER”) is dated December 13,
2002 (the “Amendment”). 

NOW THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree to amend the Agreement as follows: 

1. It is hereby agreed and acknowledged
that the term “Reno” or “Reno,
Nevada” shall be replaced wherever such word is used in the Agreement with the
term “West Coast”. “West
Coast” shall mean a location west of the
Rocky Mountains.

2. It is hereby agreed and acknowledged
that all references to “Reno
Surcharge” and “Reno Delay Charge”
shall be deleted in their entirety from the Agreement and any rights to such
surcharges and delay charges shall be null and void. 

3. Subparagraph I(A)(1) of Schedule I is
deleted in its entirety and replaced with the following: 

“As of
November 1, 2002, SELLER does not have any plans to open a West Coast facility
for the manufacture of Finished Product using West Coast Clay during the Term.
In the event that SELLER finds a permitted source of West Coast Clay, BUYER will
have the right to purchase West Coast Clay if such West Coast Clay is acceptable
to BUYER as set forth in Schedule I(F)(7). If BUYER exercises
its right to purchase West Coast Clay, the parties will meet in good faith to
negotiate whether and how to allocate, as necessary, any capital costs that may
be needed to meet BUYER’s requirements for West Coast Clay.” 

4. Subparagraph I(E)(3) of Schedule I and
all subparts thereto are deleted in their entirety and replaced with the
following: 

“West Coast Product: Unless otherwise agreed to in writing, the price for West
Coast Clay shall be the Base Price.” 

5. Subparagraph I(F)(6)(d) of Schedule I
is deleted in its entirety. 

6. Subparagraph I(F)(7) of Schedule I and
all subparts thereto are deleted in their entirety and amended as follows:


“7.
West Coast Clay: If and when SELLER provides BUYER with sufficient samples of West Coast
Clay to conduct consumer relevant testing to determine the acceptability of West
Coast Clay, BUYER will have one hundred and fifty (150) days after receipt of
the samples of the West Coast Clay (“West
Coast Clay Notification Date”) to notify SELLER in writing of its desire to exercise one of the
following options: 

(a)
Accept West Coast White Clay As
Is: BUYER will accept the West Coast White
Clay “as is” and the parties will negotiate in good faith to develop a new clay
Product Specification for West Coast Product; or, 

(b)
Reject West Coast White Clay: BUYER will not accept West Coast White Clay. If BUYER does
not accept West Coast White Clay, BUYER is under no obligation to purchase West
Coast Product. If BUYER does not purchase West Coast Product, under this
provision, then BUYER shall purchase and SELLER shall sell BUYER’s requirements
as provided in this Agreement from SELLER’s Ochlocknee Plant; or

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(c) Change
To Product Specifications With Additional Additives For West Coast Product:
BUYER will accept West Coast White Clay “as is” with the addition of additional
additives to the Product Specifications. The parties will negotiate in good
faith to develop a new Product Specification (including, without limitation the
clay Product Specification) for West Coast Product. SELLER agrees that to the
extent additional additives need to be added to the current Product
Specifications to make West Coast Product acceptable to BUYER, SELLER will
negotiate in good faith with BUYER SELLER’s contributory share, if any, to the
costs of such additives. 

IN WITNESS WHEREOF, the parties have
caused this First Amendment to the Agreement to be duly executed by their duly
authorized representatives. 

	OIL-DRI CORPORATION OF AMERICA, a Delaware 
corporation 	A&M PRODUCTS MANUFACTURING COMPANY, 
a Delaware corporation 
	  	 
	BY: 	/S/ Charles P. Brissman 	 	BY:  	/S/ R. T. Conti 	 
	 	
	NAME: CHARLES
      P. BRISSMAN  	Name: R. T.
      CONTI  
	 	
	TITLE: VICE
      PRESIDENT  	TITLE:
      PRESIDENT  



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