1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

                                December 13, 2002
                   ------------------------------------------
                     Date of Report (Date of earliest event
                                    reported)

                         Oil-Dri Corporation of America
                   ------------------------------------------
                     (Exact name of registrant as specified
                                 in its charter)

             Delaware                0-8675              36-2048898
     -----------------------   -----------------      ----------------
       (State or other          (Commission           (IRS Employer
       jurisdiction of          File Number)         Identification No.)
        incorporation)

            410 North Michigan Avenue
                    Suite 400
                Chicago, Illinois              60611-4213
          -----------------------------       ------------
              (Address of principal            (Zip Code)
                executive offices)

                                 (312) 321-1515
                   ------------------------------------------
                          Registrant's telephone number

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ITEM 5.  OTHER EVENTS

On December 13, 2002, the Registrant announced that it had consummated its
previously-announced agreement to acquire certain assets related to the Jonny
Cat(R) brand of cat litter from A&M Products Manufacturing Company, a
wholly-owned subsidiary of The Clorox Company (NYSE: CLX). The press release
announcing consummation is attached as Exhibit 99.1, and is incorporated herein
by reference. The definitive acquisition agreement is attached as Exhibits 99.2
and 99.3, collectively, both of which are incorporated herein by reference.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits: The following documents are attached as exhibits to this report:

EXHIBIT
NUMBER     DESCRIPTION

99.1       Press Release, December 13, 2002

99.2       Asset Purchase Agreement, dated as of November 19, 2002

99.3       First Amendment to Asset Purchase Agreement, dated as of December
           13, 2002

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                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                          OIL-DRI CORPORATION OF AMERICA

                          By: /S/  JEFFREY M. LIBERT
                              --------------------------------
                              Jeffrey M. Libert
                              Vice President and Chief Financial Officer

Date:  December 16, 2002

 1

                                                                    News Release

             RELEASE:Immediate                      CONTACT:Ronda J Williams
                                                            312-706-3232

                          OIL-DRI COMPLETES ACQUISITION
              STRENGTHENING ITS POSITION AS THE WORLD'S LARGEST CAT
                               LITTER PRODUCER AND
              EXPANDING ITS ABILITY TO SERVICE CUSTOMERS WORLDWIDE

             CHICAGO - December 13, 2002 - Oil-Dri Corporation of America (NYSE:
             ODC) announced today that it has completed the acquisition of
             certain assets related to the Jonny Cat(R) brand of cat litter from
             A&M Products, a wholly-owned subsidiary of The Clorox Company
             (NYSE: CLX). Included in the purchase are trademarks, inventories,
             extensive mineral reserves and a manufacturing plant in Taft,
             Calif., located near Bakersfield.

             The acquired assets, which generate revenues of approximately
             $18,000,000, include Jonny Cat litter, Jonny Cat liners, industrial
             absorbents and agricultural carriers. The acquisition was
             structured as an asset purchase. It was made with internally
             generated cash and no additional financing will be required.

             Daniel S. Jaffee, President and Chief Executive Officer commented,
             "This acquisition is part of our strategic plan to expand
             distribution nationwide. Acquiring the Taft manufacturing facility
             ensures customers of quality service coast to coast. We see many
             opportunities to grow Jonny Cat while furthering distribution of
             our Cats Pride(R) brand and private label cat litter to markets
             where they are not currently represented. This facility will impact
             our distribution for agricultural and industrial products as well.

             "We believe there are at least 20 years of proven mineral reserves
             at the Taft location. As evidenced by the strong market share of
             Jonny Cat, these minerals are of the highest quality on the West
             Coast for cat litter, industrial and agricultural businesses."

             Jonny Cat is the most popular brand in several large metropolitan
             areas (including Los Angeles and San Francisco) in the Western and
             Eastern United States and Western Canada. With 75% of the business
             on the West Coast, this brand has years of proven stability and is
             considered a mainstay in the cat litter category.

             The top selling regional coarse cat litter, Jonny Cat is sold in
             several mass merchandiser and club stores including Costco, Pet
             Specialty, Petsmart, and Petco. Its primary distribution, however,
             is in the grocery market where 65% of the product is sold. The top
             grocery accounts include Safeway, Albertsons and Ralphs.

             "We are excited about being able to employ the staff at Taft, many
             of whom have 15 years or more of service at the plant," added
             Jaffee. "We are pleased with the seasoned workforce and the well
             maintained facility which should not require substantial capital
             investment to meet increased volume."

             Oil-Dri now operates 12 U.S. and international manufacturing
             facilities, eight of which are supported by mining operations. In
             business for over 60 years, the company serves diverse sorbent
             markets including pet products, industrial and automotive, fluids
             purification, animal health and nutrition, agricultural carriers
             and sports turf products. The wealth of Oil-Dri's experience in the
             mining and manufacturing sector will help make this transition
             smooth and seamless.

                                   -continued-

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             "By utilizing our direct-to-customer delivery model and by
             introducing profitable line extensions we expect the acquired
             assets to materially enhance our cash return relative to our
             investments," continued Jaffee. "Once we have successfully
             integrated this facility into our manufacturing system, I am
             confident that it will deliver synergies that will make Oil-Dri
             stronger and more competitive in our markets and help us deliver
             value to our customers and our shareholders."

                                             ###
             ===================================================================

             THE COMPANY WILL CONDUCT A LIVE WEB CAST OF THE JONNY CAT
             ACQUISITION ANNOUNCEMENT AND FIRST QUARTER EARNINGS ON DECEMBER 19,
             2002 AT 10:00 A.M. CST. TO LISTEN TO THE CALL VIA THE WEB, PLEASE
             VISIT WWW.STREETEVENTS.COM OR WWW.OILDRI.COM. AN ARCHIVED RECORDING
             OF THE CALL WILL BE AVAILABLE FOR APPROXIMATELY 30 DAYS AFTER THE
             TELECONFERENCE, AND WRITTEN TRANSCRIPTS WILL BE POSTED ON THE
             OIL-DRI WEB SITE.

             OIL-DRI CORPORATION OF AMERICA IS THE WORLD'S LARGEST MANUFACTURER
             OF CAT LITTER AND A LEADING SUPPLIER OF SPECIALTY SORBENT PRODUCTS
             FOR INDUSTRIAL, AUTOMOTIVE, AGRICULTURAL, HORTICULTURAL AND
             SPECIALTY MARKETS.

             THIS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS REGARDING
             THE COMPANY'S EXPECTED PERFORMANCE FOR FUTURE PERIODS, AND ACTUAL
             RESULTS FOR SUCH PERIODS MIGHT MATERIALLY DIFFER. SUCH
             FORWARD-LOOKING STATEMENTS ARE SUBJECT TO UNCERTAINTIES WHICH
             INCLUDE, BUT ARE NOT LIMITED TO, COMPETITIVE FACTORS IN THE
             CONSUMER MARKET; THE LEVEL OF SUCCESS IN IMPLEMENTATION OF PRICE
             INCREASES AND SURCHARGES; CHANGES IN OVERALL AGRICULTURAL DEMAND;
             CHANGES IN THE MARKET CONDITIONS, THE OVERALL ECONOMY, ENERGY
             PRICES, AND OTHER FACTORS DETAILED FROM TIME TO TIME IN THE
             COMPANY'S ANNUAL REPORT AND OTHER REPORTS FILED WITH THE SECURITIES
             AND EXCHANGE COMMISSION.

==============================================================================

                            ASSET PURCHASE AGREEMENT

                                      among

                               THE CLOROX COMPANY,
                             a Delaware corporation,

                       A&M PRODUCTS MANUFACTURING COMPANY,
                             a Delaware corporation,

                        THE CLOROX PET PRODUCTS COMPANY,
                              a Texas corporation,

                            THE CLOROX SALES COMPANY,
                             a Delaware corporation,

                       THE CLOROX COMPANY OF CANADA, LTD.,
                             a Canadian corporation,

                                      -and-

                         OIL-DRI CORPORATION OF AMERICA,
                             a Delaware corporation

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

                          Dated as of November 19, 2002

                                  2

1. Sale of Assets..................................................2

      1.1   Sale of Assets; Assumption of Liabilities..............2

      1.2   Closing................................................3

      1.3   Purchase Price.........................................5

      1.4   [Reserved.]............................................5

      1.5   Assignment of Contract Rights and Transferable
            Governmental Authorizations............................5

      1.6   Restricted Use of Jonny Cat Trademark
            and Similar Marks......................................5

2. REPRESENTATIONS AND WARRANTIES OF SELLERS.......................6

      2.1   Organization and Power.................................6

      2.2   Assets.................................................7

      2.3   Authorization; No Conflict.............................7

      2.4   Financial Statements...................................7

      2.5   No Material Adverse Effect.............................8

      2.6   Absence of Certain Developments........................8

      2.7   Real Property and Related Matters......................9

      2.8   Leasehold Interests...................................11

      2.9   Unpatented Mining Claims, Surface Rights
            and Water Rights......................................11

      2.10  Personal Property and Title to Assets, Etc............12

      2.11  Inventories...........................................13

      2.12  Tax Matters...........................................13

      2.13  Contracts and Commitments.............................14

      2.14  Trademarks............................................16

      2.15  Litigation; Proceedings; Kickback.....................16

      2.16  Brokerage.............................................16

      2.17  Governmental Consents, Etc............................16

      2.18  Employees.............................................16

      2.19  Employee Benefit Plans................................17

      2.20  Insurance.............................................17

      2.21  [Reserved.]...........................................17

      2.22  Compliance with Laws; Permits; Certain Operations.....17

      2.23  Environmental Matters.................................18

      2.24  No Default............................................18

      2.25  Customer Relations....................................19

      2.26  Warranties and Product Liability......................19

      2.27  Disclosure Schedules..................................19

3. Representations and Warranties of Buyer........................19

      3.1   Due Organization......................................19

      3.2   Authority; Binding Nature Of Agreement................20

      3.3   Brokers...............................................20

      3.4   No Conflict...........................................20

      3.5   Litigation; Proceedings...............................20

      3.6   Available Funds.......................................20

      3.7   Authorization.........................................20

      3.8   Governmental Consents, Etc............................20

4. Covenants......................................................21

      4.1   Best Efforts..........................................21

      4.2   Confidentiality.......................................21

      4.3   Employees.............................................21

      4.4   Due Diligence Investigation...........................24

      4.5   Affirmative Covenants of Sellers......................24

      4.6   Negative Covenants....................................25

      4.7   Title Commitments.....................................25

      4.8   Customer Information..................................26

      4.9   Reclamation Bonds.....................................26

5. Conditions Precedent to Buyer's Obligation to Close............26

      5.1   Accuracy Of Representations...........................26

      5.2   Performance Of Obligations............................27

      5.3   Required Filings And Consents.........................27

      5.4   No Material Adverse Effect............................27

      5.5   Third Party Consents..................................27

      5.6   Acceptance Of Certain Financial Assurances............27

      5.7   No Legal Proceedings..................................27

      5.8   Delivery of Schedules.................................28

      5.9   Due Diligence.........................................28

      5.10  Surveys...............................................28

      5.11  Title V Permit........................................28

      5.12  Reserves..............................................28

      5.13  Financial Information.................................28

6. Conditions Precedent to Sellers' Obligations to Close..........28

      6.1   Accuracy Of Representations...........................29

      6.2   Buyer's Performance...................................29

      6.3   Release Of Certain Financial Assurances...............29

      6.4   Required Filings And Consents.........................29

      6.5   No Legal Proceedings..................................29

7. Termination....................................................29

      7.1   Termination Events....................................29

      7.2   Termination Procedures................................30

      7.3   Effect Of Termination.................................30

8. Indemnification, Etc...........................................30

      8.1   Survival Of Representations, Warranties
            And Covenants.........................................30

      8.2   Indemnification By Sellers............................31

      8.3   Indemnification By Buyer..............................32

      8.4   Method of Asserting Claims............................33

      8.5   General...............................................35

9. DISCLAIMER.....................................................35

10. CONFIDENTIAL NATURE OF INFORMATION............................36

      10.1  Confidentiality Agreement.............................36

11. Certain Post-Closing Covenants................................36

      11.1  Further Actions.......................................36

      11.2  Publicity.............................................36

      11.3  Receipts After Closing................................36

      11.4  Payment of Transfer Taxes and Tax Filings and Certain
            Post-Closing Agreements...............................37

      11.5  Telephone Numbers.....................................37

      11.6  Transfer of 401(k) Assets.............................37

      11.7  Jonny Cat Club........................................38

12. Miscellaneous Provisions......................................38

      12.1  Further Assurances....................................38

      12.2  Notices...............................................38

      12.3  Headings..............................................39

      12.4  Counterparts..........................................39

      12.5  Governing Law; Venue..................................39

      12.6  Successors And Assigns; Parties In Interest...........40

      12.7  Amendments; Waiver....................................40

      12.8  Severability..........................................40

      12.9  Entire Agreement......................................40

      12.10 Attorneys' Fees.......................................41

      12.11 Knowledge Convention..................................41

      12.12 Expenses..............................................41

      12.13 No Strict Construction................................41

      12.14 Specific Performance..................................41

      12.15 Schedules and Exhibits................................41

                            ASSET PURCHASE AGREEMENT

      THIS ASSET PURCHASE AGREEMENT is entered into as of November 19, 2002, by
and among The Clorox Company, a Delaware corporation ("CLOROX"), A&M Products
Manufacturing Company, a Delaware corporation ("A&M"), The Clorox Pet Products
Company, a Texas corporation ("CPP"), The Clorox Sales Company, a Delaware
corporation ("CSC"), and The Clorox Company of Canada, Ltd., a Canadian
corporation ("CCC" and, together with Clorox, A&M, CPP and CSC, "SELLERS"), and
Oil-Dri Corporation of America, a Delaware corporation ("Buyer").

                                    RECITALS

      A....Clorox, through its direct or indirect subsidiaries, A&M, CPP, CSC
and CCC manufactures, markets, sells and distributes traditional coarse clay cat
litter and cat litter box liners under the "Jonny Cat" trademarks.

      B....A&M operates a processing and packaging facility in Taft, California
(the "TAFT PLANT"), which produces, among other products, "Jonny Cat"
traditional coarse clay cat litter, scoopable cat litter, agricultural chemical
based products, and industrial absorbents.

      C....A&M operates a clay surface mine near the Taft Plant (the "TAFT
MINE"), which supplies clay ore to the Taft Plant (the Taft Plant and the Taft
Mine are sometimes collectively referred to herein as the "TAFT Facility"). The
Taft Mine is located on an approximately 640-acre parcel of real property owned
by A&M, which is adjacent to an approximately 700-acre parcel of real property,
as to which A&M holds certain United States Bureau of Land Management ("BLM")
unpatented mining claims.

      D....Upon the terms and subject to the conditions of this Agreement, (1)
Buyer wishes to purchase, and Sellers wish to sell, certain assets relating to
the Jonny Cat product line and the Taft Facility, including, without limitation,
the Jonny Cat trademarks and inventory, Taft Facility equipment and related real
property and the Mining Claims, (2) Buyer wishes to assume certain related
obligations and liabilities and (3) Buyer wishes to employ certain of the Taft
Facility Employees at the Taft Facility after the closing of the sale of assets
hereunder.

      E....Pursuant to that certain Memorandum of Agreement #1465, dated as of
April 18, 2001 (the "JONNY CAT COPACK AGREEMENT"), between A&M and Buyer, Buyer
manufactures and packages Jonny Cat traditional coarse clay cat litter for A&M.

      F....Pursuant to that certain Memorandum of Agreement #1450, dated as of
March 12, 2001 (the "FRESH STEP COARSE CLAY COPACK AGREEMENT"), between A&M and
Buyer, Buyer manufactures and packages traditional coarse clay cat litter for
A&M, for sale under the "Fresh Step" trademark.

      G....Upon the closing of the sale of the assets hereunder, A&M and Buyer
wish to (1) terminate the Jonny Cat Copack Agreement, (2) amend the Fresh Step
Coarse Clay Copack Agreement, (3) enter into a purchase order with respect to
cat litter box liners and (4) enter into a transitional services agreement with
respect to certain services to be provided to Buyer by Sellers after closing.

                                    AGREEMENT

      The parties to this Agreement, intending to be legally bound, agree as
follows:

1. SALE OF ASSETS.

1.1   SALE OF ASSETS; ASSUMPTION OF LIABILITIES.

(a)   On the terms and subject to the conditions set forth in this  Agreement,
      Buyer shall  purchase from the  applicable  Seller,  and the  applicable
      Seller shall sell,  assign,  transfer,  convey and deliver to Buyer,  at
      the Closing,  all right, title and interest of such Seller in and to the
      Assets,  but not  including  the Excluded  Assets.  For purposes of this
      Agreement,  "ASSETS"  shall mean  (i) all  assets  related to the "Jonny
      Cat"  brand  cat  litter  and  business,  (ii) the  Taft  Facility,  and
      (iii) all  other  assets and  business  lines of Sellers  that  generate
      revenue out of the Taft  Facility  including,  without  limitation,  the
      Intangible Assets (other than Governmental  Authorizations  that are not
      Transferable   Governmental   Authorizations),    the   Inventory,   the
      Equipment,  the Advertising Materials, the Books and Records, the Mining
      Claims,  the Governmental  Authorizations  related to the Assets,  which
      are  identified  on  SCHEDULE 1.1(A),  but only to the extent  that such
      Governmental  Authorizations  are  assignable or  transferable  to Buyer
      (the "TRANSFERABLE GOVERNMENTAL  AUTHORIZATIONS"),  the Mineral Reserves
      and the Real  Property,  but shall exclude the Excluded  Assets.  Unless
      otherwise  defined in the Recitals above or elsewhere in this Agreement,
      the  capitalized  terms used herein shall have the meanings set forth in
      EXHIBIT A.

(b)   ASSUMPTION OF LIABILITIES. Subject to the conditions specified in this
      Agreement, on the Closing Date, Buyer shall assume and agree to pay,
      defend, discharge and perform as and when due all the Assumed Liabilities.

(c)   RETAINED  LIABILITIES AND EXCLUDED ASSETS.  Notwithstanding  anything to
      the contrary contained in this Agreement,  (i) Buyer shall not assume or
      be liable for any  liabilities  or obligations of Sellers other than the
      Assumed Liabilities (and Sellers agree to retain,  remain liable for and
      to  fully  and  timely  discharge  such  liabilities  and to hold  Buyer
      harmless   from  such   liabilities   as   provided   in   SECTION 8.2),
      (ii) Sellers  shall  not be  required  to sell or cause to be sold,  nor
      shall Buyer  acquire any  interest in or to, or be required to buy,  the
      property  or rights of Clorox or any  Clorox  Subsidiary  identified  on
      SCHEDULE 1.1(C)  (the "EXCLUDED  ASSETS") and (iii) no  title,  right or
      license of any kind is granted to Buyer  pursuant to this Agreement with
      respect  to  any  Proprietary   Information  of  Clorox  or  any  Clorox
      Subsidiary,  either directly or indirectly, by implication,  estoppel or
      otherwise,  except the Proprietary  Information  included in the Assets.
      Buyer acknowledges and agrees, for purposes of this Agreement,  that any
      and all  manufacturing  know-how,  processes and formula  transferred or
      caused to be transferred  by Sellers to Buyer  hereunder may continue to
      be used by  Clorox  and all  Clorox  Subsidiaries  at  their  respective
      plants and production facilities or otherwise,  provided such use is not
      in contravention of any of the terms of this Agreement.

1.2   CLOSING.

(a)   The  closing of the  transfer  of the  Assets to Buyer  (the  "CLOSING")
      shall take place in accordance  with a process of document  exchange and
      escrow  mutually  agreed  upon  by the  parties  and on a date  mutually
      agreeable  to  the  parties,  not  later  than  December 10,  2002.  For
      purposes  of this  Agreement,  "SCHEDULED  CLOSING  TIME" shall mean the
      time  and  date as of  which  the  Closing  is  required  to take  place
      pursuant to this SECTION 1.2(A);  and "CLOSING DATE" shall mean the time
                       --------------
      and date as of which the Closing actually takes place.

(b)   At the Closing:

(i)   Each Seller  shall  execute and deliver to Buyer (w) a Bill of Sale with
           respect to the Assets  being  transferred  by it,  each in form and
           substance  mutually  acceptable  to  the  parties  (the  "BILLS  OF
           Sale"),  (x) an  Assignment of Trademarks and Goodwill with respect
           to the Jonny Cat Trademarks  being  transferred by it, each in form
           and substance  mutually  acceptable to the parties (the  "TRADEMARK
           ASSIGNMENTS"),  (y) an assignment and assumption  agreement in form
           and  substance  mutually  acceptable  to the parties  transferring,
           among  other  things,   the  Assumed   Contracts  (the  "ASSUMPTION
           AGREEMENT"),  and  (z) such  other  documents  and  instruments  of
           transfer,  in form and substance  reasonably  satisfactory to Buyer
           and its counsel,  as are  required to transfer  title to the Assets
           (other than the Real  Property,  the Mining  Claims and the Mineral
           Reserves) to Buyer free and clear of all  Encumbrances  (other than
           Permitted  Encumbrances);   provided,  however,  that  all  vehicle
           titles not  transferred  to Buyer by Sellers at the  Closing  shall
           be delivered to Buyer by Sellers promptly following the Closing;

(ii)       A&M shall execute and deliver to Buyer a quit claim deed in
           recordable form, conveying A&M's interest in the Real Property (the
           "REAL PROPERTY DEED"), subject to the Permitted Encumbrances and the
           Permitted Exceptions;

(iii)      A&M shall execute and deliver to Buyer a quit claim deed in
           recordable form, with all transfer taxes affixed or paid (to be split
           as agreed herein), conveying A&M's interest in the Mining Claims (the
           "MINING CLAIMS DEED") including, without limitation, all minerals and
           mineral rights related thereto, subject to the Permitted Encumbrances
           and the Permitted Exceptions;

(iv)       Sellers shall execute and deliver to Buyer real estate conveyance
           documents and certificates, assignments, non-disturbance and
           attornment agreements, environmental and other disclosure documents,
           affidavits and other documents and instruments as are reasonably
           requested by Buyer and necessary to effectuate the transfer of the
           Assets;

(v)        Sellers shall deliver to Buyer any and all certificates and other
           original documents evidencing any Transferable Governmental
           Authorizations and any and all original copies of the written Assumed
           Contracts, together with any and all required consents to assignment
           of the Transferable Governmental Authorizations and the Contract
           Rights that are required to be obtained prior to the Closing;

(vi)       Buyer shall pay to Sellers the Purchase Price required under Section
           1.3, by wire transfer of immediately available funds to such account
           as Clorox shall designate;

(vii)      Sellers, on the one hand, and Buyer, on the other hand, shall execute
           and deliver to each other certificates (the "CLOSING Certificates")
           certifying that (A) each of the representations and warranties made
           by such party in this Agreement was accurate in all respects as of
           the date of this Agreement, (B) except as expressly set forth in such
           Closing Certificate, each of the representations and warranties made
           by such party in this Agreement is accurate in all respects as of the
           Closing Date as if made on the Closing Date, except to the extent
           that such representations and warranties are made as of a specified
           date, in which case such representations and warranties shall be true
           in all respects as of the specified date, and except for any new
           Disclosure Schedule or any supplements or amendments to such
           Disclosure Schedules to the extent Buyer has not exercised its
           termination rights pursuant to SECTION 7.1(B) as a result of any
           matters disclosed thereon, (C) each of the covenants and obligations
           that such party is required to have complied with or performed
           pursuant to this Agreement at or prior to the Closing has been duly
           complied with and performed in all material respects, and (D) except
           as expressly set forth in the Closing Certificate, each of the
           conditions set forth in SECTION 5 (with respect to the certificate of
           Sellers) and SECTION 6 (with respect to the certificate of Buyer) has
           been satisfied in all material respects;

(viii)     A&M, CPP, CSC and CCC each shall deliver to Buyer a certified copy of
           the resolutions duly adopted by its Board of Directors authorizing
           the execution, delivery and performance of this Agreement and each of
           the other Transactional Agreements to which it is a party, and the
           consummation of the transactions contemplated by this Agreement and
           the Transactional Agreements to which it is a party;

(ix)       Buyer shall deliver to Sellers certified copies of the resolutions
           duly adopted by Buyer's Board of Directors authorizing the execution,
           delivery and performance of this Agreement and each of the other
           Transactional Agreements to which it is a party, and the consummation
           of the transactions contemplated by this Agreement and the
           Transactional Agreements;

(x)        Buyer and A&M shall enter into a termination agreement with respect
           to the Jonny Cat Copack Agreement, in form and substance mutually
           acceptable to the parties (the "JONNY CAT COPACK TERMINATION
           AGREEMENT");

(xi)       Buyer and A&M shall enter into an amendment to the Fresh Step Coarse
           Clay Copack Agreement, in form and substance mutually acceptable to
           the parties (the "FRESH STEP COARSE CLAY AMENDMENT");

(xii)      Buyer shall assume the obligations of Sellers under the Assumed
           Liabilities by delivering to Sellers the Assumption Agreement
           executed by Buyer;

(xiii)     Buyer and Sellers shall enter into a transitional services agreement,
           in form and substance mutually acceptable to the parties (the
           "TRANSITIONAL SERVICES AGREEMENT");

(xiv)      Sellers shall deliver such other documents or instruments reasonably
           requested by Buyer and which Buyer deems necessary in its reasonable
           discretion to effectuate the transfer of the Assets; and

(xv)       Buyer and A&M shall enter into a purchase order with respect to the
           supply of cat litter box liners, in form and substance mutually
           acceptable to the parties (the "LINER PURCHASE ORDER").

1.3   PURCHASE  PRICE. As  consideration  for the sale of the Assets to Buyer,
at the Closing:

(a)   Buyer shall pay to Sellers, in cash, $6,000,000 (the "PURCHASE PRICE");
      and

(b)   Buyer shall assume the Assumed Liabilities.

1.4   [RESERVED.]

1.5 ASSIGNMENT OF CONTRACT RIGHTS AND TRANSFERABLE GOVERNMENTAL AUTHORIZATIONS.
To the extent the transfer of any Contract Right or Transferable Governmental
Authorization to be transferred to Buyer pursuant to this Agreement shall
require the consent of any other Person, the parties agree that, until such
consent is obtained, this Agreement shall not constitute a contract to assign
the same if an attempted assignment without obtaining such consent would
constitute a breach or violation thereof or event of default thereunder, would
give rise to any right of acceleration or termination, or would violate any Law.
If any such consent is not obtained prior to Closing, for a period of six (6)
months after the Closing Sellers shall cooperate with Buyer at its request in
using Best Efforts to obtain such consent. Notwithstanding anything to the
contrary herein, (a) to the extent any Governmental Authorization is not
transferable, this Agreement shall not constitute a contract to transfer the
same and, for up to sixty (60) days after Closing, Sellers shall use their Best
Efforts to provide to Buyer such information as Buyer may reasonably request to
obtain a replacement Governmental Authorization, and (b) Sellers do not give any
representation or warranty with respect to the transferability of any
Governmental Authorization or the availability of any replacement Governmental
Authorization.

1.6   RESTRICTED USE OF JONNY CAT TRADEMARK AND SIMILAR MARKS.

(a)   For a period of five (5)  years after the Closing,  (i) Buyer  shall not
      use, or permit the use of, any Jonny Cat  Trademark,  nor any trademark,
      service  mark,  logo or other  mark that is  confusingly  similar to any
      Jonny Cat  Trademark,  as a brand name for any  Scoopable  Cat Litter or
      any Silica Gel Cat Litter  that may be sold or  distributed  anywhere in
      the United States of America or Canada outside of the Taft  Distribution
      Area;  and (ii)   Buyer  shall not use,  or permit the use of, any Jonny
      Cat Trademark, nor any trademark,  service mark, logo or other mark that
      is confusingly  similar to any Jonny Cat Trademark,  as a brand name for
      any Silica Gel Cat Litter or any blended  scoopable  cat litter with any
      silica gel crystal  content that may be sold or  distributed in the Taft
      Distribution  Area.  Except  as  expressly  provided  in this  SECTION
                                                                     ---------
      1.6(a), no manufacturing,  marketing, processing, distribution, sales or
      other activity of Buyer  (including,  without  limitation,  any slotting
      activities of Buyer) shall be restricted  in any way  whatsoever.  Buyer
      acknowledges  and agrees that the Jonny Cat Trademarks  being  purchased
      by it  hereunder  do  not  include  any  rights  Clorox  or  any  Clorox
      Subsidiary  may have in or to  Trademarks  outside of the United  States
      and Canada and that  Clorox and the Clorox  Subsidiaries  retain any and
      all such rights, as further provided in SECTION 1.1(C).

(b)   Buyer  acknowledges  and agrees that its  covenants in this  SECTION 1.6
      are a material  inducement  to Sellers'  agreement to transfer the Jonny
      Cat  Trademarks to Buyer,  that such  covenants  relate to matters which
      are of a special,  unique  and  extraordinary  character  that give each
      such  covenant a special,  unique and  extraordinary  value,  and that a
      breach  of any  such  covenants  will  result  in  irreparable  harm and
      damages to Sellers which cannot be adequately  compensated by a monetary
      award.  In the  event of any  anticipated  or actual  breach of  Buyer's
      agreement set forth in this  SECTION 1.6,  each Seller shall be entitled
      to  seek a  temporary  restraining  order  and  to  seek  temporary  and
      permanent  injunctive  relief  and  such  other  form  of  equitable  or
      injunctive relief as may be used by any court of competent  jurisdiction
      to prevent or terminate such  anticipated  or actual breach,  as well as
      any and all other applicable  remedies at law and in equity available to
      it. If a court of competent  jurisdiction  should  declare the covenants
      of Buyer in this SECTION 1.6 unenforceable,  in whole or in part, due to
      any unreasonable  restriction of duration and/or geographical area, then
      the parties  hereto  hereby  acknowledge  and agree that such a court of
      law or equity  shall have the express  authority  of the parties to this
      Agreement to reform said  covenants to a reasonable  restriction  and/or
      to grant  each  Seller  any and all other  relief,  at law or in equity,
      reasonably  necessary to protect the  interests  of such  Seller.  Buyer
      expressly   covenants  and   acknowledges   that  Buyer   considers  the
      provisions of this SECTION 1.6 to be reasonable.

2.    REPRESENTATIONS AND WARRANTIES OF SELLERS. As an inducement to Buyer to
enter into this Agreement, Sellers, jointly and severally, hereby represent
and warrant to Buyer as of the date hereof that the statements contained in this
SECTION 2 are true, correct and complete.

2.1 ORGANIZATION AND POWER. Each of Clorox, CSC and A&M is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware, CPP is a corporation duly organized, validly existing and in good
standing under the laws of the State of Texas and CCC is a corporation duly
organized, validly existing and in good standing under the laws of Canada. Each
Seller is qualified to do business as a foreign corporation and is in good
standing in all jurisdictions in which the ownership of the Assets or the
conduct of business requires such Seller to be so qualified. Sellers have all
requisite corporate power and authority and all corporate licenses, permits and
other authorizations necessary to own and operate their respective properties
and to carry on their respective businesses as now conducted.

2.2 ASSETS. Except for the Excluded Assets, the Assets are (a) all of the assets
owned, leased or used by Sellers or any subsidiary or affiliate thereof
currently employed in or necessary to conduct the Jonny Cat Business as
currently conducted, (b) all of the assets on or related to the Taft Facility
and all business lines that generate revenue at the Taft Facility using any such
asset, and (c) except as otherwise specifically provided herein with respect to
the Jonny Cat Trademarks, owned exclusively or leased by one or more Sellers.

2.3 AUTHORIZATION; NO CONFLICT. Each Seller has duly and validly authorized the
execution, delivery and performance of this Agreement and all other
Transactional Agreements to which it is a party, and the transactions
contemplated hereby and thereby by all requisite corporate action. This
Agreement has been duly executed and delivered by Sellers, and this Agreement
constitutes, and the other Transactional Agreements upon execution and delivery
by the Sellers that are parties thereto shall each constitute, a valid and
binding obligation of each Seller that is a party thereto, enforceable in
accordance with their respective terms. The execution, delivery and performance
of this Agreement and the other Transactional Agreements by Sellers, and the
consummation of the transactions contemplated hereby and thereby, do not and
shall not (a) conflict with or result in any breach of any of the provisions of,
(b) constitute a default under, result in a violation of, or cause the
acceleration of any obligation under, (c) result in the creation of any
Encumbrance upon any of the Assets under, or (d) require any authorization,
consent, approval, exemption or other action by or notice to any court or
Governmental Body under, any Law, the provisions of Sellers' respective
certificates of incorporation or by-laws or any material indenture, mortgage,
lease, loan agreement or other agreement or instrument to which Sellers are
bound or to which any of the Assets are subject, except, in each case, for any
of the foregoing individually or in the aggregate, which would not reasonably be
expected to have a Material Adverse Effect or materially hinder or impair the
consummation of the transactions contemplated hereby.

2.4 FINANCIAL STATEMENTS. (a) Sellers have furnished, or promptly after the date
hereof shall furnish, Buyer with copies of (i) an unaudited statement of
operations for the United States Jonny Cat cat litter business for the fiscal
year ended June 30, 2002, an unaudited statement of operations for the United
States Jonny Cat cat litter business for the three (3) months ended September
30, 2002, an unaudited statement of operations for the agricultural and
industrial absorbent business for the fiscal year ended June 30, 2002 and an
unaudited statement of operations for the agricultural and industrial absorbent
business as of September 30, 2002 (collectively, the "P&L Statement"), and (ii)
an unaudited statement of inventory of the Business as of June 30, 2002 and
September 30, 2002, and an unaudited statement of fixed assets of the United
States Business at June 30, 2002 (collectively, the "Statement of Inventory and
Assets"). (b) The financial information provided to Buyers and referred to in
SECTION 2.4(A) (i) is based upon the information contained in Sellers' books and
records (which are accurate and complete in all material respects) and certain
allocations made by Sellers' management in its reasonable judgment and as
specifically described in the P&L Statement and the Statement of Inventory and
Assets, as applicable, and (ii) is accurate in all material respects as of the
times and with respect to the periods referred to therein. The P&L Statement and
the Statement of Inventory and Assets are attached hereto as SCHEDULE2.4.

2.5 NO MATERIAL ADVERSE EFFECT. Except as set forth in SCHEDULE 2.5, since June
30, 2002, there has been no change in the business, operations, properties,
assets, condition (financial or otherwise), customer relations or supplier
relations, taken as a whole, of Sellers related to the Assets or the Business
which could reasonably be expected to have a Material Adverse Effect.
2.6 ABSENCE OF CERTAIN DEVELOPMENTS. Except as set forth in SCHEDULE 2.6, with
respect to the Assets, since September 30, 2002, Sellers have not:

(a)   made any material changes in sales pricing practices or terms in respect
      of the operation of the Assets, become subject to any material liabilities
      or supply agreements with respect to the Assets obligating Sellers to
      deliver in excess of 1,000 tons of product to any customer, or 5,000 tons
      of product in the aggregate in any year, or entered into any sales or
      supply agreements for a term in excess of six (6) months;

(b)   subjected to any Encumbrance, any portion of the Assets, other than in the
      ordinary course of business consistent with past practice and except
      Permitted Exceptions and Permitted Encumbrances;

(c)   sold, assigned or transferred any of the Assets, except in the ordinary
      course of business consistent with past practice, or canceled without fair
      consideration any material debts or claims owing to or held by it, except
      in the ordinary course of business consistent with past practice;

(d)   sold, assigned, transferred, abandoned or permitted to lapse any United
      States or Canadian Intellectual Property, or disclosed any material
      proprietary confidential information to any Person other than Buyer, in
      either case except in the ordinary course of business or as part of the
      sale of the Jonny Cat Business;

(e)   with respect to employees at the Taft Facility, made or granted any bonus
      or any wage or salary increase (except for a wage/salary increase of three
      percent (3%) effective January 1, 2003) to any employee or group of
      employees or made or granted any increase in any employee benefit plan or
      arrangement (except in accordance with past custom and practice), or
      amended or terminated any existing employee benefit plan or arrangement or
      adopted any new employee benefit plan or arrangement;

(f)   made any unpaid capital improvement or commitments with respect to the
      Assets that aggregate in excess of $50,000;

(g)   entered into any other material transaction related to the Assets;

(h)   suffered any material damage, destruction or casualty loss to any Asset
      with a replacement cost of $10,000 or more or at the Taft Facility,
      whether or not covered by insurance;

(i)   failed promptly to pay and discharge current liabilities related to the
      Assets in accordance with past practice, except where disputed in good
      faith;

(j)   made any change in any method of accounting or accounting practice or
      policy used with respect to the Assets other than such changes required by
      GAAP; or

(k)   agreed, whether in writing or otherwise, to take any of the actions set
      forth in this SECTION 2.6.

2.7   REAL PROPERTY AND RELATED MATTERS.

(a)   SCHEDULE 2.7(A)  attached  hereto sets forth a legal  description of the
      land   comprising   the  Real   Property.   Except   as  set   forth  on
      SCHEDULE 2.7(A),  the Real Property,  including, without limitation, all
      mineral  rights   appertaining   thereto,  is  free  and  clear  of  any
      Encumbrance,    other   than   Permitted    Exceptions   and   Permitted
      Encumbrances.  With respect to the Real  Property,  to the  knowledge of
      Sellers,  there are no  encroachments  or  projections  of  improvements
      located on any other  property onto any part of the Real Property nor do
      any improvements  located on any part of such Real Property  encroach or
      project upon other properties other than Permitted Exceptions.

(b)   Except as described in SCHEDULE 2.7(B),  there are no pending or, to the
      knowledge  of  Sellers,   threatened  actions,   suits  or  proceedings,
      including  condemnation  or similar  proceedings,  against any Seller or
      relating  to the Real  Property  or any  material  portion  thereof,  or
      relating  to or  arising  out of the  interest  of  Sellers  in the Real
      Property or any material portion  thereof,  in any court or before or by
      any federal, state, county or municipal department,  commission,  board,
      bureau,  agency,  or other  Governmental Body which, if decided contrary
      to Sellers' interests,  would have an adverse effect on the value or use
      of the Real  Property as currently  used or reserved for use.  Except as
      described in  SCHEDULE 2.7(B),  no special  assessment is pending or has
      been  proposed  against  any  portion  of the Real  Property.  Except as
      described  in  SCHEDULE 2.7(B),  no  Person  is or has  been in  adverse
      possession  of the Real  Property or any part  thereof for any period of
      time.

(c)   To the  knowledge  of  Sellers,  no portion of the Real  Property  is in
      violation  of, or used or  occupied  in a manner in  violation  of,  any
      building  or fire code,  zoning  ordinance,  certificate  of  occupancy,
      insurance  regulation or any other federal,  state,  county or municipal
      law,  ordinance,  order, or regulation or statute applicable thereto. To
      the  knowledge of Sellers,  all of the Real  Property used by Sellers or
      reserved  for use by Sellers  conforms  with the uses  permitted  by the
      applicable   zoning   ordinances   (without   benefit   of   the   prior
      nonconforming  use  doctrine)  or  pursuant  to  an  existing  permanent
      variance,  permit or exception to such ordinance which variance,  permit
      or  exception  will  inure to the  benefit of Buyer as owner of the Real
      Property.

(d)   The improvements situated on the Real Property which are necessary to
      operate the Assets as currently conducted by Sellers are, in all material
      respects, structurally sound and in good condition, order and repair,
      taking into account their current use, age, ordinary wear and tear and
      normal maintenance.

(e)   To the knowledge of Sellers, there are no unrecorded licenses, leases, use
      agreements or understandings (in each case, whether oral or written)
      (collectively, "UNRECORDED LICENSES") relating to the use or occupancy of
      the Real Property by others. There are no Unrecorded Licenses that would
      reasonably be expected to have a Material Adverse Effect.

(f)   Except as set forth in  SCHEDULE 2.7(F),  A&M has  unrestricted  legally
      enforceable  access  to and  from the Real  Property  and the  non-owned
      parcels of real  estate  underlying  the Mining  Claims to any  railroad
      rights of way, public  highways,  roads or streets  sufficient to permit
      the conduct of the  operation  of the Taft  Facility and the Business as
      currently  operated,  and,  to the  knowledge  of  Sellers,  there is no
      currently   existing  fact  or  condition  which  would  result  in  the
      interference with or termination of such access.

(g)   Except as set forth on  SCHEDULE 2.7(G),  (i) Sellers  have no knowledge
      that the Real  Property  has ever  been  used as a  cemetery  or  Native
      American  burial  ground;  (ii) to  Sellers'  knowledge,  there  are  no
      endangered  or  threatened  species of animal or plant which at any time
      during the past five  (5) years  have lived on any of the Real Property;
      (iii)  to  Sellers'  knowledge,  no  portion of the Real  Property  is a
      "wetland,"  as  that  term  is  used  under  any  federal  law,  rule or
      regulation or any state or local law,  rule or regulation  applicable in
      the state and  locality  in which the Real  Property  is  situated;  and
      (iv) to the  knowledge of Sellers,  no portion of the Real  Property has
      ever been designated as  archaeologically  significant based on findings
      of Native American artifacts or otherwise.

(h)   All public utilities required for the present activities of the operation
      of the Taft Facility connect into the Real Property or are available to
      the Real Property at the boundaries thereof.

(i)   No Person has any option to  purchase,  or right of first offer or first
      refusal with respect to, any portion of the Real  Property,  or is party
      to any agreement which,  under any  circumstances,  could become such an
      option or right of first offer or first refusal,  except as set forth on
      SCHEDULE 2.7(I).  Sellers  hold no options to  purchase  or acquire  any
      interest in real  property,  or rights of first  offer or first  refusal
      with respect to any interest in real  property  (including  any interest
      which,  upon acquisition,  would be a Leasehold  Interest (as defined in
      SECTION 2.8  below)),  which  options or rights of first  offer or first
      refusal  relate  to real  property  that  could  be used as clay  mining
      property  and is  within  twenty-five  (25)  miles  of any  point on the
      exterior boundaries of any of the Real Property.

(j)   Sellers do not own or hold any interest whatsoever in real property that
      is used in any way in the conduct of the Business situated within
      twenty-five (25) miles of any point on the exterior boundaries of any of
      the Unpatented Mining Claims referred to in SECTION 2.9 or any of the Real
      Property except for the Real Property and the Mining Claims.

2.8 LEASEHOLD INTERESTS. Sellers are not parties to any leases, subleases,
rental or other occupancy agreements relating to any real property and any
rights to use or occupy real property, or rights or interests therein, which (a)
are held by Sellers as lessee or sublessee (in each case, whether recorded or
unrecorded), (b) are used or held for use in or relating to the Business, or (c)
relate to real property that is within twenty-five (25) miles of any point on
the exterior boundaries of any of the Real Property.

2.9   UNPATENTED MINING CLAIMS, SURFACE RIGHTS AND WATER RIGHTS.

(a)   The Unpatented Mining Claims identified on SCHEDULE 2.9(A) contain the
      information specified below for each such Unpatented Mining Claim and are,
      to the knowledge of Sellers, all of the Unpatented Mining Claims owned by
      Sellers in the vicinity of the Taft Facility.

     ----------------------------------------------------------------
     Name of Claim     Date of      County Recording  BLM Serial No.
                      Location            Data
     ----------------------------------------------------------------
                                    Date  Book  Page
     ----------------------------------------------------------------

(b)   With  respect  to the  Unpatented  Mining  Claims,  subject  only to the
      paramount  title of the United  States,  to the  knowledge  of  Sellers:
      (i) the   Unpatented   Mining  Claims  were  laid  out  and   monumented
      consistent  with industry  practices on federal lands which were open to
      entry   under  the  Mining  Law  of  1872  at  the  time  of   location;
      (ii) location  notices and certificates were properly recorded and filed
      with   appropriate   governmental   authorities;   (iii) affidavits   of
      assessment  work,  notices of intent to hold,  or verified  reports were
      timely and duly  recorded and filed with  appropriate  agencies for each
      of the Unpatented  Mining Claims for each year for all assessment  years
      during which the  performance of assessment work was required by law and
      for which such  affidavit,  notice or report was  required  to be filed;
      (iv) payments  of rental fees or maintenance  fees in lieu of assessment
      work were timely paid for each  assessment  year when such payments were
      required  by Law and  affidavits  thereof  were  timely  filed  with and
      recorded  in the local  offices  of the  appropriate  Governmental  Body
      insofar as  required  or allowed by  applicable  Law;  (v) the  work and
      expenditures  described in said affidavits,  notices and reports were in
      fact made and  performed  in a good faith  effort to satisfy  assessment
      work requirements;  (vi) the Unpatented Mining Claims are free and clear
      of liens,  production  royalties,  advance royalties,  rents, bonuses or
      bonus  payments or finder's  fees in favor of any Person;  (vii) Sellers
      have no knowledge of  conflicting  claims or activities or possession by
      third  parties in  anticipation  of such claims,  except as set forth in
      SCHEDULE 2.9(B);  and  (viii) Sellers  have located each such Unpatented
      Mining Claim under the Mining Law of 1872.

(c)   Where Sellers'  ownership of the Unpatented  Mining Claims does not give
      Sellers  surface  rights of ingress and egress and use of the surface of
      such mining claims for mining and related  purposes,  Sellers have valid
      and  enforceable  agreements  with the  owners  of such  surface  rights
      permitting  Sellers  access  to  such  claims  for  mining  and  related
      purposes,  all of which  agreements  are set  forth in  SCHEDULE 2.9(C).
      Sellers are not in default  with respect to any  obligations  thereunder
      and, to Sellers'  knowledge,  there has not  occurred  any event  which,
      with notice or lapse of time or both,  would  constitute  such  default.
      The agreements set forth in SCHEDULE 2.9(C)  are fully assignable and by
      their terms do not require  compensation to the surface owner, except as
      provided in SCHEDULE 2.9(C).

(d)   With  respect to any Real  Property and any Mining  Claims  constituting
      part of the  Assets,  all water  rights of Sellers  appurtenant  to such
      Real  Property and Mining Claims are set forth in  SCHEDULE 2.9(D),  and
      such  water  rights,   if  any,  have  been  granted   pursuant  to  the
      agreements,   applications   to  appropriate   water,   certificates  of
      appropriation  and  applications  to change  water  rights  set forth in
      SCHEDULE 2.9(D).  Sellers  are  not  in  default  with  respect  to  any
      obligations  under  such  agreements  and,  to  the  best  knowledge  of
      Sellers,  there has not occurred  any event which,  with notice or lapse
      of time or both,  would  constitute  such a default.  The agreements set
      forth in  SCHEDULE 2.9(D),  if any, are fully assignable to Buyer and by
      their terms do not require compensation to any party thereto.

(e)   For purposes of this SECTION 2.9, "knowledge" shall mean actual knowledge
      of Michael Weaver or written notice to him of the matter in question.

2.10  PERSONAL PROPERTY AND TITLE TO ASSETS, ETC.

(a)   SCHEDULE 2.10(A) sets forth a true and complete list and brief description
      from Sellers' business records, as of June 30, 2002, of all Equipment;
      provided, however, such list may exclude Equipment that has an individual
      value of less than $2,500.

(b)   Except as set forth in  SCHEDULE 2.10(B),  all of the Assets (other than
                              ----------------
      the Mineral Reserves,  the Real Property and the Mining Claims) that are
      owned  by  any  Seller  including,  but  not  limited  to,  such  Assets
      described  in  any  Disclosure  Schedule,  are  free  and  clear  of any
      Encumbrances   other   than   Permitted   Encumbrances   and   Permitted
      Exceptions.  Except  as set  forth  in  SCHEDULE 2.10(B),  all  tangible
                                              ----------------
      Assets including,  but not limited to, Books and Records,  Equipment and
      core samples  are, or on the Closing  Date will be,  located at the Real
      Property  or  shall  be   separately   delivered  to  Buyer  except  for
      (i) Assets  that,  as of the Closing  Date,  have been sold or otherwise
      disposed of in the ordinary  course of business and (ii) a split of each
      core sample, which shall be retained by Sellers.

(c)   The Equipment is in good operating condition, order and repair, taking
      into account ordinary wear and tear.

2.11 INVENTORIES. All finished product Inventory, net of reserves for obsolete
and excess Inventory, included in the Assets are in salable condition and are
located at the Taft Facility or in the warehouses or Clorox distribution centers
in the United States or Canada specified in SCHEDULE 2.11, or are in transit to
any such location. The amount and value of Inventory being sold hereunder is at
a level in amount and fair market value at least equal to one million two
hundred thousand dollars ($1,200,000), with a three percent (3%) allowance for
unsalable or slow-moving Inventory. All work-in-process Inventory, net of
reserves for obsolete and excess Inventory, included in the Assets is capable of
being processed or made into salable condition in the ordinary course of
business and is located at the Taft Facility. All packaging materials, purchased
raw materials and fuels Inventory, net of reserves for obsolete and excess
Inventory, owned by Sellers were purchased for use at the Taft Facility and all
such packaging materials, purchased raw materials and fuels, net of reserves for
obsolete and excess Inventory, are in usable condition.

2.12  TAX MATTERS.

(a)        All monies required to be withheld from Taft Facility employees for
           income taxes, social security and unemployment insurance taxes or
           collected from customers or suppliers in connection with the Jonny
           Cat Business as sales, use or other Taxes have been withheld or
           collected and paid, when due, to the appropriate governmental
           authority, or if such payment is not yet due, an adequate reserve has
           been established.

(b)        With respect to the Taft Facility and the Business, except as set
           forth on SCHEDULE 2.12:

(i)        Each of the  Sellers  have  filed or will  file or  cause  to be
           filed, within the  applicable  period  prescribed  by law, all Tax
           Returns required  by such law to be filed by such  Sellers  for all
           taxable periods  ending on or prior to the  Closing  Date.  All Tax
           Returns are or shall be accurate  and complete in all  respects,
           have been prepared in compliance  with all  applicable  laws and
           regulations and  reflect  all Taxes due for such  periods.  Each of
           the Sellers have paid,  within the time and in the  manner
           prescribed  by law, all Taxes due or  payable  prior to the  Closing
           Date,  whether or not  reflected  on such Tax Returns  and,  with
           respect to all Tax Returns  that the  applicable  Sellers  have not
           yet  filed,  shall pay,  within  the time and in the  manner
           prescribed  by law,  all Taxes due for such  periods.  No Tax Returns
           have been  audited by any  Governmental  Body.  None of the  Sellers
           are  currently  the beneficiary  of any  extension of time within
           which to file any Tax Return;

(ii)       No claim or assertion has been made against any of the Sellers by any
           Governmental Body in any jurisdiction in which a Tax Return has not
           been filed by a Seller that such Seller is or may be subject to
           taxation of any sort in such jurisdiction or otherwise is required to
           file a Tax Return in such jurisdiction. None of the Sellers have
           waived any statute of limitations in respect of Taxes or agreed to
           any extension of time with respect to a Tax assessment or deficiency;

(iii)      Sellers do not have any reasonable expectation that any Governmental
           Body will assess any Tax liability for any period for which Tax
           Returns have, or should have, been filed. No Tax audits or
           administrative or judicial Tax proceedings are pending or, to the
           knowledge of Sellers, are being conducted by any Governmental Body
           with respect to Sellers. Sellers have not received from any
           Governmental Body (including authorities in jurisdictions where
           Sellers have not filed Tax Returns) any (i) notice (written or
           otherwise) indicating an intent to open an audit or other review,
           (ii) request for information related to Tax matters, or (iii) notice
           of deficiency or proposed adjustment for any amount of Tax proposed,
           asserted, or assessed by any Governmental Body against Sellers or the
           Assets; and

(iv)       Each Seller has withheld and paid all 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.

2.13 CONTRACTS AND COMMITMENTS. Except as set forth in SCHEDULE 2.13:

(a)   Sellers are not a party to any contract, commitment or arrangement of the
      type described below which would be binding on Buyer with respect to any
      employees of the Taft Facility after the Closing Date, or would otherwise
      be applicable to or binding upon Buyer for any reason at any time after
      the Closing Date:

(i)   bonus, pension, profit sharing, retirement or deferred compensation plan
      or stock purchase, stock option, hospitalization insurance or similar plan
      or practice, whether formal or informal, or severance agreements or
      arrangements;

(ii)  contract with any labor union or contract for the employment of any
      officer, individual employee or other Person on a full-time, part-time or
      consulting basis;

(iii) agreement or indenture relating to the borrowing of money or to
      mortgaging, pledging or otherwise placing a lien on any of the Assets;

(iv)  guarantee of any obligation for borrowed money or otherwise, other than
      endorsements made for collection in the ordinary course of business;

(v)   agreement or commitment with respect to the lending or investing of funds
      to or in other persons or entities;

(vi)  license or royalty agreement;

(vii) lease or agreement under which it is lessee of or holds or operates any
      personal property owned by any other party for which the aggregate annual
      rental payments to any one Person and its affiliates exceeds $10,000
      (except to the extent any of the foregoing constitutes a Contract Right to
      be assumed by Buyer hereunder);

(viii)lease or agreement under which it is lessor of or permits any third party
      to hold or operate any property, real or personal, owned or controlled by
      it for which the aggregate annual rental exceeds $10,000 (except to the
      extent any of the foregoing constitutes a Contract Right to be assumed by
      Buyer hereunder);

(ix)  contract or group of related contracts with the same party for the
      purchase or sale of products or services under which the undelivered
      balance of such products and services has a selling price in excess of
      $10,000 (except to the extent any of the foregoing constitutes a Contract
      Right to be assumed by Buyer hereunder);

(x)   other contract or group of related contracts with the same party
      continuing over a period of more than six (6) months from the date or
      dates thereof, not terminable by it on thirty (30) days' or less notice
      without penalties or involving more than $10,000 (except to the extent any
      of the foregoing constitutes a Contract Right to be assumed by Buyer
      hereunder);

(xi)  contract which prohibits it from freely engaging in business anywhere in
      the world;

(xii) contract relating to the distribution or brokerage of its products;

(xiii)supply agreements or obligations undertaken by Sellers since June 30,
      2002, not otherwise described in this SECTION 2.13 (except to the extent
      any of the foregoing constitutes a Contract Right to be assumed by Buyer
      hereunder); or

(xiv) contract with any officer, director, partner, shareholder or other insider
      of Sellers.

(b)   Except as specifically disclosed in SCHEDULE 2.13,  since June 30, 2002,
      (i) to the knowledge of Sellers,  no contract or commitment material and
      relating primarily to the Business,  the Taft Facility or the Assets has
      been  breached  or  canceled  by  the  other  party,  (ii) Sellers  have
      performed  all  material  obligations  required to be  performed by them
      through the date of this Agreement in connection with the Business,  the
      Taft  Facility  and the Assets  and are not in  receipt  of any  written
      claim  of  default  under  any  lease,  contract,  commitment  or  other
      agreement to which any Seller is a party having an aggregate  value over
      the life thereof in excess of $10,000;  and (iii) no  event has occurred
      which,  with the passage of time or the giving of notice or both,  would
      result  in a breach  or  default  under any  material  lease,  contract,
      instrument  or other  agreement to which any Seller is a party and which
      is related to the Assets.

(c)   SCHEDULE 2.13 contains a list of all Contract Rights and Assumed
      Contracts, and Seller has supplied Buyer with a true and correct copy of
      all written Assumed Contracts which are referred to on Schedule 2.13,
      together with all amendments, waivers or other changes thereto.

2.14 TRADEMARKS. Set forth on SCHEDULE 2.14(A) is a true and complete list of
all the Jonny Cat Trademarks that are used by Sellers in the conduct of the
Business. One or more Sellers owns and possesses all right, title and interest
in and to the Jonny Cat Trademarks. Sellers have not received any written
notices of infringement, misappropriation, invalidity or conflict from any Third
Party with respect to the Jonny Cat Trademarks, excluding assertions of rights
which have not been presented in the form of a specific claim or demand and are
not reasonably likely to have a Material Adverse Effect. Sellers have not
received any written notice that the Jonny Cat Trademarks have been infringed by
any third parties in any respect that is reasonably likely to have a Material
Adverse Effect. Except for licenses granted in connection with the sale of
products in the ordinary course of business (all of which are set forth in
SCHEDULE 2.14(B)), the Jonny Cat Trademarks are not subject to any license or
any contractual restriction on use, nor, to the knowledge of Sellers, are they
subject to any limitation pursuant to any order, decision, injunction, judgment,
award or decree of any Governmental Body, which in any such case is reasonably
likely to have a Material Adverse Effect.

2.15 LITIGATION; PROCEEDINGS; KICKBACK. Except as set forth in Schedule 2.15,
there are no actions, suits, proceedings, orders or investigations pending or,
to Sellers' knowledge, threatened against Sellers related to the Assets, at law
or in equity, or before or by any Governmental Body, which are reasonably likely
to have a Material Adverse Effect. No officer, director, employee, or agent of
Sellers at the Taft Facility has been or is authorized by any director or by any
executive officer of any Seller to make or receive, and to Sellers' knowledge,
no such Person has made or received, any bribe, kickback or other illegal
payment at any time with respect to the Assets.

2.16 BROKERAGE. No Seller has agreed or become obligated to pay, or has taken
any action that might result in any Person claiming to be entitled to receive,
any brokerage commissions, finders fees or similar compensation in connection
with the transactions contemplated by this Agreement.

2.17 GOVERNMENTAL CONSENTS, ETC. No Governmental Authorization is required in
connection with the execution, delivery or performance of this Agreement by
Sellers or the Closing by Sellers of any of the transactions contemplated
hereby, except as set forth ON SCHEDULE 2.17 and except for such Governmental
Authorizations the absence of which, individually or in the aggregate, would not
have a material adverse effect on Buyer's ability to mine and operate any of the
Assets.

2.18  EMPLOYEES.

(a)   (i) No Seller is or at anytime during A&M's ownership of the Taft Facility
      has been, a party to any collective  bargaining agreement  relating to the
      Taft Facility and any Taft  Facility  Employees (a "COLLECTIVE  BARGAINING
      AGREEMENT"),  (ii)  Sellers have  heretofore delivered to Buyer a true and
      complete list, as of the date set forth therein, of the names,  positions,
      date of hire,  and  current  salaries  or wage rates of all Taft  Facility
      Employees, separately identifying those treated as exempt from the over-
      time requirements of the Fair Labor Standards Act, and (iii) no Taft
      Facility Employees are covered by a Collective Bargaining Agreement.
(b)   To the  knowledge  of  Sellers,  no group of  eight (8)  or more of Taft
      Facility  Employees  has any  plans  to  terminate  employment  with any
      Seller.  Sellers have complied with all applicable  laws relating to the
      employment of labor at the Taft Facility,  including  provisions thereof
      relating to wages, hours, equal opportunity,  collective  bargaining and
      the  payment  of  social  security  and  other  taxes,  except  for  any
      compliance  failures,  individually or in the aggregate,  that would not
      reasonably  be  expected  to  have a  Material  Adverse  Effect.  To the
      knowledge of Sellers,  Sellers have no labor  relations  problems at the
      Taft  Facility  that would  reasonably  be  expected  to have a Material
      Adverse  Effect,  and to the  knowledge  of Sellers,  there have been no
      union organization efforts by the Taft Facility Employees.

2.19 EMPLOYEE BENEFIT PLANS. SCHEDULE 2.19 contains a list of all current
employee benefit plans, within the meaning of Section 3(3) of ERISA, and all
bonus, vacation, sick pay, paid time off, severance stock option, stock purchase
and other employee benefit plans and arrangements, whether formal or informal,
available to any current or former Taft Facility Employee (collectively, the
"BENEFIT PLANS"). No Benefit Plan is a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

2.20 INSURANCE. SCHEDULE 2.20 lists and briefly describes each insurance policy
maintained by Sellers (and the insured values thereof) with respect to the Taft
Facility. All of such insurance policies are in full force and effect.

2.21  [RESERVED.]

2.22  COMPLIANCE WITH LAWS; PERMITS; CERTAIN OPERATIONS.

(a)   Sellers are in  compliance  with all  applicable  Laws which  affect the
      Assets or the  operation  of the Taft  Facility,  except for failures to
      comply which, individually or in the aggregate,  would not reasonably be
      expected to have a Material Adverse Effect.  In particular,  but without
      limiting the generality of the  foregoing,  Sellers are not in violation
      of, nor have Sellers  received a written notice or charge  asserting any
      violation of, the  Immigration  Reform and Control Act of 1986, the Mine
      Safety and Health Act of 1977, as amended,  any  Environmental  Laws, or
      any  other  state or  federal  acts  (including  rules  and  regulations
      thereunder)  regulating or otherwise  affecting the employment of aliens
      or reclamation,  in each case with respect to the Assets, except for any
      violations  which,  alone or in the  aggregate,  could not reasonably be
      expected to have a Material  Adverse Effect.  Sellers have also complied
      and are in substantial  compliance with all legally required reclamation
      plans  relating  to  the  Taft  Mine  or  any   reclamation   activities
      undertaken  by  Sellers  with  respect  to the Taft  Mine,  and true and
      correct  copies  of  all  such  reclamation   plans  are  set  forth  on
      SCHEDULE 2.22.

(b)   Sellers   hold  all   Governmental   Authorizations   required  for  the
      ownership,  mining  and  operation  of the Taft  Facility  as  currently
      conducted and as conducted  consistent with Sellers'  ordinary course of
      business.   To  the  extent   assignments  or  transfers  are  permitted
      thereunder,   such  Governmental   Authorizations   are  being  sold  or
      transferred  to Buyer as part of the  Assets.  To the extent any of such
      Governmental  Authorizations  cannot be  transferred  to Buyer  prior to
      Closing,  Sellers  have no reason to believe that Buyer will not be able
      to  effectuate  the transfer  thereof to Buyer or receive an  equivalent
      Governmental   Authorizations   in  each  case  without  incurring  cost
      therefor  other than ordinary and customary  federal,  state,  local and
      municipal transfer and filing fees.

2.23  ENVIRONMENTAL MATTERS.

(a)   Except as set forth on SCHEDULE 2.23, the Real Property is in compliance
      with all applicable Environmental Laws, except where the failure to comply
      would not, individually or in the aggregate, reasonably be expected to
      have a Material Adverse Effect.

(b)   Except  as set  forth  on  SCHEDULE 2.23,  Sellers  have  obtained,  and
      maintained   in  full  force  and   effect,   and   complied   with  all
      environmental permits, licenses,  certificates of compliance,  approvals
      and other  Governmental  Authorizations  necessary to own or operate the
      Assets under the Environmental  Laws applicable to the Real Property and
      the  Equipment  (collectively,   the  "ENVIRONMENTAL  PERMITS"),  except
      (i) for  any  Environmental  Permit,  the  absence  of which  could  not
      reasonably  be  expected  to  have  a  Material   Adverse  Effect,   and
      (ii) where  the failure to comply with any  Environmental  Permit cannot
      reasonably be expected to have a Material Adverse Effect.

(c)   Sellers have disclosed and delivered to Buyer copies of all environmental
      reports and investigations related to the Real Property that, to the
      knowledge of Sellers, are in Sellers' possession.

(d)   Except as set forth in SCHEDULE 2.23, none of the Real Property is or has
      been listed on the United States Environmental Protection Agency National
      Priorities List of Hazardous Waste Sites, or any other list, schedule,
      law, inventory or record of hazardous or solid waste sites maintained by
      any federal, state, foreign or local agency.

(e)   Except as set forth in SCHEDULE 2.23, to the knowledge of Sellers, none of
      the Real Property contains any Hazardous Materials, wastes or other
      regulated substances under Environmental Laws, which constitutes a
      violation of or gives rise to liability under any Environmental Law.

(f)   Except as set forth on SCHEDULE 2.23, there are no underground storage
      tanks, whether or not regulated under Environmental Laws, contained on the
      Real Property or at the Taft Facility.

2.24 NO DEFAULT. Except as set forth on SCHEDULE 2.24, Sellers are not in
default or breach of any Assumed Contracts, which default or breach could
reasonably be expected to have a Material Adverse Effect, and there exists no
state of facts which after notice or lapse of time or both would constitute such
a default or breach, and, to the knowledge of Sellers, all such contracts,
agreements, indentures or other instruments which are Contract Rights hereunder
are in good standing and in full force and effect, enforceable in accordance
with their respective terms.

2.25  CUSTOMER RELATIONS.

(a)   Sellers are not aware of any facts or information indicating that any
      customer identified on SCHEDULE 2.25(A) has indicated overtly an intention
      to materially alter or materially decrease the amount of any such business

(b)   Except as set forth on SCHEDULE 2.25(B), Sellers do not have any present
      intention of ceasing to supply or otherwise altering the amount of
      business done with any customer.

2.26 WARRANTIES AND PRODUCT LIABILITY. There are no actions, suits, inquiries,
proceedings or, to the knowledge of Sellers, investigations by or before any
Governmental Body pending or threatened against or involving the Assets relating
to any product alleged to have been defective or improperly designed or
manufactured or stating a claim under any warranty, guarantee or indemnification
made by Sellers that, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.

2.27 DISCLOSURE SCHEDULES. Sellers shall deliver the Disclosure Schedules to
Buyer concurrently with the execution of this Agreement. To the extent required
by SECTION 4.5(G) below, Sellers will deliver additional Disclosure Schedules
and/or supplement or amend the Disclosure Schedules delivered pursuant hereto.
No additional Disclosure Schedule or additional supplement or amendment to the
Disclosure Schedules shall affect Buyer's obligation to consummate the
transactions contemplated hereunder unless Buyer exercises its right to
terminate this Agreement pursuant to SECTION 7.1(B) hereof. To the extent
reasonably apparent from its context, disclosure by Sellers on any one
Disclosure Schedule, or supplement or amendment thereto, delivered pursuant to
this Agreement at or prior to the Closing shall be disclosure as to all
applicable Disclosure Schedules. With respect to any Sections in this Section 2
which do not contain reference to any Disclosure Schedule, should Sellers
deliver a Disclosure Schedule after the execution of this Agreement pursuant to
SECTION 4.5(G), which specifically refers to any such Section, such Section,
and, to the extent provided herein, all other provisions of this Section 2,
shall be deemed qualified in all respects by the contents of such new Disclosure
Schedule, and the phrase "Except as disclosed in any Disclosure Schedule
referring to this Section" shall be deemed added to each applicable
representation and warranty therein.

3. REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants, to
and for the benefit of Sellers, as of the date of Buyer's execution of this
Agreement:

3.1 DUE ORGANIZATION. Buyer is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware. Buyer is qualified
to do business as a foreign corporation and is in good standing in all
jurisdictions in which the ownership of its assets or the conduct of its
business requires Buyer to be so qualified. Buyer has all requisite corporate
power and authority and all corporate licenses, permits and authorizations
necessary to own and operate its properties and to carry on its businesses as
now conducted.

3.2 AUTHORITY; BINDING NATURE OF AGREEMENT. Buyer has the right, power and
authority to enter into and to perform its obligations under this Agreement and
the Transactional Agreements to which it will be a party; and the execution,
delivery and performance by Buyer of this Agreement and the Transactional
Agreements to which it will be a party have been duly authorized by all
necessary corporate action on the part of Buyer. Upon the execution and delivery
of this Agreement and each of the other Transactional Agreements to which Buyer
is a party, this Agreement and each such other Transactional Agreement will
constitute the legal, valid and binding obligation of Buyer, enforceable against
Buyer in accordance with its terms.

3.3 BROKERS. Buyer has not become obligated to pay, nor has Buyer taken any
action that might result in any Person claiming to be entitled to receive, any
brokerage commission, finder's fee or similar commission or fee in connection
with the sale of any of the Assets to Buyer.

3.4 NO CONFLICT. The execution, delivery and performance of this Agreement and
the other Transactional Agreements by Buyer, and the consummation of the
transactions contemplated hereby and thereby, do not and shall not (a) conflict
with or result in any breach of any of the provisions of, (b) constitute a
default under, result in a violation of, or cause the acceleration of any
obligation under, or (c) require any authorization, consent, approval, exemption
or other action by or notice to any court or Governmental Body under, the
provisions of Buyer's certificate of incorporation or by-laws, any material
indenture, mortgage, lease, loan agreement or other agreement or instrument to
which Buyer is bound, or any Law, except, in each case, for any of the
foregoing, individually or in the aggregate, which would not reasonably be
expected to materially hinder or impair the consummation of the transactions
contemplated hereby.

3.5 LITIGATION; PROCEEDINGS. There is no action, suit, proceeding, order or
investigation pending against Buyer, at law or in equity, or before or by any
Governmental Body, that challenges, or that is likely to have the effect of
preventing, delaying, making illegal or otherwise interfering with, any of the
transactions contemplated hereby, and, to the knowledge of Buyer, no Person has
threatened to commence any such action, suit or proceeding.

3.6 AVAILABLE FUNDS. Buyer has sufficient cash, or firm commitments from
responsible lending institutions, available lines of credit or other sources of
available funds to enable it to pay the Purchase Price at the Closing.

3.7 AUTHORIZATION. Buyer has duly authorized the execution, delivery and
performance of this Agreement and all other Transactional Agreements to which it
will be a party, and the transactions contemplated hereby and thereby, by all
requisite corporate action.

3.8 GOVERNMENTAL CONSENTS, ETC. No Governmental Authorization is required in
connection with the execution, delivery or performance of this Agreement by
Buyer or the Closing by Buyer of any of the transactions contemplated hereby.

4.    COVENANTS

4.1 BEST EFFORTS. During the Pre-Closing Period, Sellers and Buyer shall use
their respective Best Efforts to cause the conditions set forth in SECTIONS 5
and 6, respectively, to be satisfied on a timely basis.

4.2 CONFIDENTIALITY. During the Pre-Closing Period, neither of the parties
hereto shall issue or disseminate any press release or other publicity or
otherwise make any disclosure of any nature (to any supplier, customer,
landlord, creditor or employee of any party hereto not involved in the due
diligence and negotiation of this Agreement or to any other Person) regarding
the sale of the Assets to Buyer or the existence or terms of this Agreement or
any other Transactional Agreement, except to the extent that such party is
required by law to make any such disclosure or as agreed by the parties.

4.3   EMPLOYEES.

(a)   Effective on the Closing  Date,  Buyer will make offers of employment to
      all of the Taft Facility  Employees  identified in  SCHEDULE 4.3(A)  who
      have passed a drug test  administered  by Buyer.  The offers extended to
      those  employees  who are on a leave of absence as of the  Closing  Date
      also shall be contingent  upon the employee  returning to work in his or
      her former  position  within six (6) months after the Closing Date,  and
      Sellers shall  continue the  employment  and benefits of such  employees
      for no less  than six (6)  months  after the  Closing  Date or until the
      employee   commences  work  with  Buyer,   if  earlier.   Taft  Facility
      Employees who accept  employment with and perform services for Buyer are
      referred  to  herein as  "TRANSFERRING  EMPLOYEES,"  and all other  Taft
      Facility  Employees  are  referred to herein as "OTHER TAFT  EMPLOYEES."
      Effective as of the applicable Hire Date and until at least  ninety (90)
      days  following  the Hire Date,  Buyer shall  provide each  Transferring
      Employee with (i) pay equal to such  Transferring  Employee's  salary or
      hourly  wage rate,  as  applicable,  as in effect as of the date of this
      Agreement,   and   (ii) employment   at  the  Taft   Facility   that  is
      substantially  equivalent,  in terms of responsibilities  and duties, to
      the Transferring Employee's current employment;  provided, however, that
      if Buyer  terminates  the  employment of a  Transferring  Employee other
      than for cause  during  the 90-day  period  following  the  Transferring
      Employee's  Hire Date,  Buyer  shall  offer  severance  benefits to such
      employee  no less  generous  than those  provided  under the  applicable
      severance  policy of Clorox in effect as of the date of this  Agreement.
      The term "HIRE  DATE" as used herein  refers to the date a  Transferring
      Employee  begins  employment  with  Buyer  and  shall be the same as the
      Closing  Date except for those  employees  who are on a leave of absence
      on such  date.  Subject  to  Buyer's  agreements  with  Sellers  in this
      Section 4.3,  (1) Buyer  shall have the absolute  right to establish all
      terms and  conditions  of  employment,  including  wages,  benefits  and
      benefit  plans,  for any  Transferring  Employees  and  (2) Buyer is not
      bound to assume,  implement or continue any wages,  terms and conditions
      of employment,  benefits or benefit plans which currently exist or which
      are proposed to become  effective in the future for Sellers'  employees.
      Sellers  agree  not to  discourage  any  Taft  Facility  Employees  from
      accepting employment with Buyer.

(b)   Except as otherwise  provided in this  Section  4.3,  Buyer shall assume
      all  employment-related  obligations accruing on or after the applicable
      Hire Date with respect to the Transferring Employees,  and Sellers shall
      retain all  employment-related  obligations  with  respect to Other Taft
      Employees   whenever   incurred  or  accruing.   With  respect  to  each
      Transferring  Employee,  Sellers  shall  retain  all  employment-related
      obligations  incurred,  accruing or  attributable  to claims incurred or
      events occurring before the applicable Hire Date.

(c)   For purposes of this SECTION 4.3 and unless otherwise expressly provided
      herein:

          (A) "EMPLOYMENT-RELATED OBLIGATIONS" to be assumed by Buyer with
               respect to Transferring Employees shall include compensation
               for services  performed for Buyer after the Hire Date (and
               related employment and withholding taxes), any Buyer-sponsored
               employee welfare or pension benefit plan (as defined under ERISA
               Sections 3(l) and 3(2), respectively) covering the Transferring
               Employees with respect to claims incurred on or after the Hire
               Date, and benefits accrued under any other unfunded employee
               benefit plan or arrangement of Buyer covering the Transferring
               Employees on or after the Hire Date.

         (B)   "EMPLOYMENT-RELATED OBLIGATIONS" to be assumed by Buyer shall not
               include compensation (and related employment and withholding
               taxes) for services performed for Sellers before or after the
               Closing Date, any benefits accrued or claims incurred under any
               employee  welfare or pension plan  sponsored by Sellers (as
               defined under ERISA Sections 3(1) and 3(2), respectively)
               covering the Taft Facility Employees prior to or after the
               Closing Date, or any benefits accrued or claims incurred under
               any other employee benefit plan or arrangement of Sellers
               covering the Taft Facility Employees prior to or after the
               Closing Date including, but not limited to, accrued vacation pay.

(d)   Sellers shall be  responsible  for the health care coverage of any Other
      Taft  Employees as may be required by COBRA or otherwise  under Sellers'
      health  benefits  plans.  After the Closing,  Sellers  shall ensure that
      the option of continuing  health care coverage under the Sellers' health
      benefits plans is extended to the  Transferring  Employees to the extent
      required  by COBRA.  Buyer shall be  responsible  for  providing  health
      care  continuation  coverage as  required  by COBRA to any  Transferring
      Employees whose employment is terminated by Buyer after the Closing.

(e)   In  reliance  on Buyer's  agreement  to offer to hire as of the  Closing
      Date all of the Taft Facility Employees  identified on  SCHEDULE 4.3(A),
      and  Sellers'  agreement  to  continue  the  employment  of  those  Taft
      Facility  Employees  on a leave  of  absence  as of that  date,  neither
      Sellers nor any affiliates of Sellers have given the prior  notification
      specified  in the WARN Act.  Buyer  shall  comply  with the WARN Act, to
      the  extent   applicable,   when   terminating  the  employment  of  any
      Transferring  Employees  during the first six (6)  months  following the
      Closing Date.

(f)   Transferring  Employees  shall be  eligible  to  participate  in Buyer's
      welfare  benefit  plans,  as defined in  Section 3(1)  of ERISA  ("BUYER
      WELFARE PLANS"),  in accordance with the terms of such plans,  effective
      as  of  the  Transferring  Employee's  Hire  Date.  Notwithstanding  the
      foregoing,  Transferring  Employees shall not be eligible to participate
      in Buyer's  medical and dental benefits plans until the first day of the
      month  following  the  Transferring  Employee's  Hire Date,  and Sellers
      shall  continue  the medical and dental  benefits  coverage,  if any, of
      each  Transferring  Employee  through the last day of the calendar month
      in which  each such  employee's  employment  with  Sellers'  terminates.
      Buyer  shall not be  required  to provide  benefit  coverage to any Taft
      Facility  Employee  or his or her  dependents  to the  extent  that such
      person has not become an employee of, and performed services for, Buyer.

(g)   It is intended by the parties that the responsibilities, liabilities, and
      covenants assumed or agreed to by Buyer pursuant to this Section 4.3 shall
      also bind any Buyer Designee and any Affiliate of Buyer to which all or
      any portion of the Assets are transferred, and Buyer agrees to cause any
      such Buyer Designee or Affiliate to observe the provisions and covenants
      of this SECTION 4.3.

(h)   Except as otherwise provided in this SECTION 4.3, where this Section 4.3
      requires a party to take any action or perform any task, the party
      obligated to take such action or perform such task shall be responsible
      for all fees, costs and other expenses incurred for, and related to, such
      actions or tasks.

(i)   Buyer's  qualified  retirement  plans shall  recognize  Past Service for
      purposes of determining  eligibility  to  participate  and vesting only,
      but not for purposes of benefit  accrual.  Buyer's other  non-retirement
      benefit plans and policies,  including,  without  limitation,  severance
      and  welfare  plans,  shall  recognize  Past  Service  for  purposes  of
      determining eligibility to participate,  vesting and for any schedule of
      benefits  based on service  (other  than  vacation  accrual);  provided,
      however,  that Past Service  shall not be  recognized to the extent such
      recognition  would result in duplication  of benefits.  Sellers shall be
      responsible  for making cash  payments  to  Transferring  Employees  for
      earned but unused  vacation and accrued  vacation  determined  as of the
      Closing  Date;  provided,   however,  that  Transferring  Employees  who
      affirmatively  elect in  writing  shall  instead  receive  credit  under
      Buyer's  vacation policy for unused vacation earned with Sellers in 2001
      and 2002,  with any unused  vacation earned in 2000 and prior years paid
      to such  electing  employees by Sellers.  Sellers  shall pay to Buyer no
      later than 60 days after the Closing Date the dollar  amount of vacation
      pay credited by Buyer to electing  employees  plus the employer share of
      payroll  taxes  estimated  to  become  payable  on  such  amount.  "Past
      Service"  shall mean all service  with Clorox or any Clorox  Subsidiary,
      including  service with  predecessor  employers  that was  recognized by
      Clorox or any Clorox Subsidiary.

(j)   Sellers shall cause the accrued benefits of each  Transferring  Employee
      under  Sellers'  qualified  retirement  plans as of the Closing  Date to
      become  fully  vested,  and shall treat all  Transferring  Employees  as
      having  been  employed  by Sellers on June 30,  2003,  for  purposes  of
      entitlement to any benefit accruals or to share in any matching,  profit
      sharing,  or other  employer  contributions.  In no event  would  Buyer,
      during  the ninety  (90) day period  following  the  Closing,  terminate
      without cause more than twenty-five (25) Transferring Employees.

4.4 DUE DILIGENCE INVESTIGATION. Buyer has commenced and will continue to
perform a pre-acquisition due diligence investigation and review of the books,
records and facilities related to the Assets and will complete such
pre-acquisition due diligence investigation not later than December 10, 2002.
Sellers agree to provide access to information for purposes of such
pre-acquisition due diligence investigation in accordance with Section 4.5(f)
hereof. Buyer shall have the right to terminate this Agreement as set forth in
SECTION 7.1(B) based upon such due diligence investigation. Notwithstanding
anything to the contrary contained herein, the conduct by Buyer of its due
diligence investigation shall not affect or mitigate (a) any covenants,
representations or warranties of Sellers contained herein or in the other
Transactional Agreements or (ii) Buyer's rights to indemnity under this
Agreement.

4.5   AFFIRMATIVE COVENANTS OF SELLERS.  Prior to the Closing, Sellers shall:

(a)   conduct the Business in the usual and ordinary course of business in
      accordance with past custom and practice;

(b)   keep in full force and effect their corporate existence;

(c)   use Best Efforts to retain the Taft Facility Employees and preserve their
      present business relationships in accordance with ordinary course of
      business;

(d)   maintain the tangible Assets in customary repair, order and condition and
      maintain insurance related to the Assets comparable to that in effect on
      the date of this Agreement;

(e)   maintain their Books and Records in accordance with past custom and
      practice;

(f)   in connection  with  SECTION 4.4,  permit Buyer and its  Representatives
      and potential lenders and their  representatives,  for a period from the
      date hereof until the Closing,  to have access to the Sellers' books and
      records,  invoices,   contracts,  leases,  key  personnel,   independent
      accountants,   property,   facilities,   equipment   and  other   things
      reasonably  related to the  Assets,  to  conduct  due  diligence  of the
      Assets,  including,  but not  limited  to,  making a detailed  review of
      prior operating  results and the financial  condition of Sellers and the
      Assets,   reviewing   the   condition  of  the  Assets  and   conducting
      environmental,  health  and  safety  audits  of all  real  property  and
      facilities to be leased or purchased  pursuant hereto;  and Sellers will
      fully cooperate and assist in such investigation;  provided,  that Buyer
      shall use its Best  Efforts not to  materially  disrupt the Assets,  the
      Business or the operations of the Taft Facility;  and,  provided further
      and notwithstanding  anything contained herein to the contrary, that the
      exercise by Buyer of any such rights of access and due  diligence  shall
      not  affect  or  mitigate   (i) any   covenants,   representations   and
      warranties  of Sellers or  (ii) Buyer's  rights to indemnity  under this
      Agreement; and

(g)   promptly  inform  Buyer in writing of any  material  variances  from the
      representations  and  warranties  contained in  SECTION 2  hereof or any
      breach of any covenant or  agreement  contained  in this  SECTION 4,  in
      each  case  including,  without  limitation,  the  Disclosure  Schedules
      related thereto and promptly  deliver to Buyer a Disclosure  Schedule or
      supplement  or  amendment  to  an  existing  Disclosure   Schedule,   as
      appropriate,  as any  Seller  may at any time or from time to time prior
      to  the  Closing   determine   is  necessary  to  correct  any  material
      inaccuracy  in the  representation  and warranty  contained in SECTION 2
      hereof or to correct any such  material  inaccuracy  that would exist if
      said representation and warranty were to be restated as of the Closing.

4.6 NEGATIVE COVENANTS. Prior to the Closing, without the prior written consent
of Buyer, Sellers shall not:

(a)   take any action that would require disclosure under SECTION 4.5(F) of this
      Agreement;

(b)   directly or indirectly  (including through any agent, broker,  finder or
      other third party), offer the Assets for sale,  transfer,  assignment or
      other disposition  (whether  pursuant to merger,  stock sale, asset sale
      or otherwise) to any Person  (other than  pursuant  hereto,  the sale of
      Inventory in the ordinary  course of business to Third  Parties or sales
      of obsolete  Equipment  in the  ordinary  course of business  consistent
      with past  practice),  initiate or continue  discussions  with any Third
      Party  with  respect  to the  sale of the  Assets,  or take  any  action
      inconsistent with the foregoing including, without limitation,  entering
      into  discussions or  negotiations  (or continuing  such  discussions or
      negotiations)  concerning  any  acquisition  by any  Third  Party of the
      Business, the Assets or the Taft Facility;

(c)   make any change in their certificates of incorporation or bylaws that
      would interfere with or prevent the consummation of the transactions
      contemplated herein;

(d)   enter into (i) any liabilities relating to the operation of the Assets or
      (ii) supply obligations binding Sellers or Buyer to supply any Johnny Cat
      Product for more than six (6) months;

(e)   make any significant organizational or personnel changes relating to the
      Assets other than with respect to Michael Weaver and other than as may be
      necessary to replace employees who terminate employment prior to the
      Closing;

(f)   pay any bonus or grant any salary or wage increase with respect to the
      Taft Facility Employees out of the ordinary course of business or
      materially inconsistent with past business practices; or

(g)   make any material changes out of the ordinary course of business in sales
      prices, practices or terms in respect of the Assets.

4.7 TITLE COMMITMENTS. Sellers have delivered the Preliminary Title Report to
Buyer. Buyers shall use the Preliminary Title Report to obtain commitments for
title insurance issued by the Title Company ("TITLE COMMITMENTS") committing to
insure Buyer's title in the Real Property including, without limitation,
minerals and mineral rights, in an amount equal to the fair market value
thereof, which Title Commitments shall be for ALTA Form Owner's Policies
containing extended coverage, survey, zoning 3.1 (with parking), contiguity (if
applicable), property index number, location, access and leasehold (with respect
to the Leasehold Interests) endorsements and shall deliver pro-forma title
insurance policies prior to the Closing Date. Within five (5) Business Days of
the date that Buyer has received all of the Title Commitments (including copies
of all of the documents referenced on Schedule B thereto) and Surveys, Buyer
shall deliver to Sellers, in writing, such objections as Buyer may have to
anything reflected, contained, determined or set forth therein which would
reasonably be expected to have a Material Adverse Effect. Any such title or
survey matters as to a particular portion of Real Property to which Buyer does
not object within such time period, together with any other Permitted
Exceptions, shall be deemed to be Permitted Exceptions hereunder as to such
portion of Real Property. If exceptions to the title to the Real Property are
contained in the Title Commitments or any Schedule to this Agreement, or if
exceptions appear from the Surveys, and if in either case Buyer delivers written
objections thereto in accordance with this SECTION 4.7, then Sellers shall have
a period of five (5) Business Days within which to (i) cure, remove or insure
over such exceptions to the reasonable satisfaction of Buyer or (ii) provide
Buyer with notice that it is unable to cure, remove or insure over such
exceptions. Sellers shall in good faith use Best Efforts to eliminate or cure
all title or survey defects, without the expenditure of funds, to which Buyer
objects in accordance with this SECTION 4.7. If Sellers are unable to cure,
remove or insure over the exceptions within such five (5) Business Day period or
if Sellers provide written notice to such effect to Buyer, then by written
notice to Sellers within five (5) Business Days after the earlier of the
expiration of such five (5) Business Day period or Buyer's receipt of Sellers'
notice to such effect, Buyer shall have the right, as Buyer's sole remedy
hereunder, to (A) waive its objections and accept title subject to the
exceptions without set-off or reduction in the Purchase Price, or (B) terminate
this Agreement. Notwithstanding anything to the contrary herein, the inclusion
of the matters set forth in the Preliminary Title Report in the description of
the Real Property shall not prohibit Buyer from raising objections to such
matters as provided herein.

4.8 CUSTOMER INFORMATION. At least twenty (20) days prior to the Closing Date,
Sellers shall provide Buyer with a complete and accurate list of all "ship to"
information for each customer of Sellers related to the Assets and the Business
specifically identifying each such customer's "ship to" location or locations.

4.9 RECLAMATION BONDS. Buyer shall, timely after the date hereof, offer
replacement financial assurances for reclamation to the lead agency under
California SMRA reasonable in amount and meeting the requirements of California
SMRA.

5. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE. Buyer's obligation to
purchase the Assets and to take the other actions required to be taken by Buyer
at the Closing is subject to the satisfaction, at or prior to the Closing, of
each of the following conditions (any of which may be waived by Buyer, in whole
or in part, in writing):

5.1 ACCURACY OF REPRESENTATIONS. All of the representations and warranties made
by Sellers in this Agreement (considered collectively), and each of said
representations and warranties (considered individually), shall (a) have been
accurate in all respects as of the date of this Agreement, but only if the
collective inaccuracies of the representations and warranties, or any individual
inaccuracy of any representations or warranty, would not reasonably be expected
to have a Material Adverse Effect, without giving effect to any materiality
qualifier contained in such representation or warranty, and (b) be accurate in
all material respects as of the Scheduled Closing Time as if made at the
Scheduled Closing Time, after giving effect to all Disclosure Schedules and
supplements and amendments thereto, but only if the collective inaccuracies of
the representations and warranties, or any individual inaccuracy of any
representations or warranty, would not reasonably be expected to have a Material
Adverse Effect, without giving effect to any materiality qualifier contained in
such representation or warranty.

5.2   PERFORMANCE OF OBLIGATIONS.

(a)   Each of the documents required of Sellers referred to in SECTION 1.2(B)
      shall have been executed by Sellers and delivered to Buyer.

(b)   Each of the covenants and obligations that Sellers are required to comply
      with or to perform at or prior to the Closing shall have been duly
      complied with and performed by Sellers in all material respects.

5.3 REQUIRED FILINGS AND CONSENTS. All filings, authorizations and approvals, if
any, of any Governmental Body that are required for the consummation of the
transactions contemplated hereby (other than such Governmental Authorizations,
the absence of which, individually or in the aggregate, would not have a
Material Adverse Effect on Buyer's ability to use the Assets or operate the
Business after the Closing) shall have been duly made and obtained on terms and
conditions reasonably satisfactory to Buyer.

5.4   NO MATERIAL ADVERSE EFFECT.  Since September 30,  2002, there shall have
been no Material Adverse Effect.

5.5 THIRD PARTY CONSENTS. All consents by Third Parties that are required for
the transfer of any Contract Rights, Governmental Authorizations (to the extent
transferable on or prior to the Closing) or any portion of the Assets to Buyer
as contemplated hereby or that are required to prevent a breach of, or a default
under or a termination or modification of, any Contract Right to which any
Seller is a party or to which any of the Assets is subject, and releases of all
Encumbrances on the Assets (except as specifically permitted hereby), shall have
been obtained on terms and conditions reasonably satisfactory to Buyer, except
where the failure to obtain any such consent would not reasonably be expected to
have a Material Adverse Effect.

5.6 ACCEPTANCE OF CERTAIN FINANCIAL ASSURANCES. The lead agency under California
SMRA shall have accepted replacement financial assurances for reclamation
provided to said lead agency by Buyer.

5.7 NO LEGAL PROCEEDINGS. No action or proceeding before any court or
Governmental Body shall be pending or threatened which, in the judgment of
Buyer, made in good faith and upon the advice of counsel, makes it inadvisable
or undesirable to consummate the transactions contemplated hereby by reason of
the probability that the action or proceeding shall result in a judgment, decree
or order which would prevent the carrying out of this Agreement or any of the
transactions contemplated hereby, declare unlawful the transactions contemplated
by this Agreement or cause such transactions to be rescinded; provided, however,
that the foregoing shall not apply to the Jonny Cat Copack Agreement or the
Fresh Step Coarse Clay Copack Amendment.

5.8 DELIVERY OF SCHEDULES. Sellers shall have delivered to Buyer the Disclosure
Schedules as required by SECTION 2.27 above and Buyer shall not have exercised
any of its termination rights set forth in SECTION 7.1(B) below.

5.9 DUE DILIGENCE. Buyer shall have completed its due diligence investigation of
Sellers as described in SECTION 4.4 above and Buyer shall not have exercised any
of its termination rights set forth in SECTION 7.1(B) below.

5.10 SURVEYS. Buyer shall have obtained surveys of the Real Property prior to
the Closing, certified by licensed surveyors to Buyer and the Title Company as
conforming to current ALTA/ACSM Minimum Standard Detail Requirements (including
the following optional Table A items: 1, 2, 3, 4, 6, 7(a), 7(c), 8, 9, 10,
11(b), 14, 15 and 16) and disclosing the location of all improvements,
easements, party walls, sidewalks, roadways, utility lines and access to public
streets and roads (the "SURVEYS"), which Surveys shall (a) disclose the location
of the improvements thereon to be within the lot lines, the location of the
buildings to be within all building and setback lines, no encroachments of
buildings or other improvements from adjoining properties or other survey
defects and (b) not contain any conditions or exceptions to title that could
reasonably be expected to have a Material Adverse Effect.

5.11 TITLE V PERMIT. Buyer shall not have obtained during its due diligence
investigation reasonable tangible oral or written evidence from a regulatory
official of a Governmental Body that Buyer will not be able to obtain a Title V
air quality permit from the appropriate federal and state regulatory authorities
with respect to the Taft Facility and the Business as currently operated by
Sellers, or taking into account Buyer's anticipated capital expenditures at the
Taft Facility.

5.12 RESERVES. Buyer shall have determined to its satisfaction that the Real
Property, the Mineral Reserves and the Mining Claims shall contain fifteen (15)
years worth of reserves of clay at the current rate of use in quality
substantially similar to the clay being mined and processed by Sellers at the
Taft Facility prior to the Closing.

5.13 FINANCIAL INFORMATION. Buyer shall have received the P&L Statement and the
Statement of Inventory and Assets from Sellers and shall not have notified
Sellers of any objections to the information contained therein within three (3)
Business Days from Buyer's receipt thereof. Buyer shall have received (a)
written information from Sellers as to whether, with respect to the Business in
Canada, the sales LESS intercompany transfer costs LESS costs of delivery
commissions, advertising and sales promotion of such business exceed zero, and
(b) a written statement of the net sales of the United States cat litter box
liner business, and in either case Buyer shall not have reasonably determined
that such information could reasonably be expected to have a Material Adverse
Effect.

6. CONDITIONS PRECEDENT TO SELLERS' OBLIGATIONS TO CLOSE. Sellers' obligations
to sell the Assets and to take the other actions required to be taken by Sellers
at the Closing, are subject to the satisfaction, at or prior to the Closing, of
each of the following conditions (any of which may be waived by Sellers, in
whole or in part, in writing):

6.1 ACCURACY OF REPRESENTATIONS. Each of the representations and warranties made
by Buyer in this Agreement shall have been accurate in all material respects as
of the date of this Agreement and shall be accurate in all material respects as
of the Scheduled Closing Time as if made at the Scheduled Closing Time.

6.2   BUYER'S PERFORMANCE.

(a)   Buyer shall have made the payments contemplated by SECTION 1.3 and each of
      the documents required of Buyer referred to in SECTION 1.2(B) shall have
      been executed and delivered by Buyer to Sellers.

(b)   Each of the other covenants and obligations that Buyer is required to
      comply with or to perform pursuant to this Agreement at or prior to the
      Closing shall have been complied with and performed in all material
      respects.

6.3 RELEASE OF CERTAIN FINANCIAL ASSURANCES. Any and all financial assurances
for reclamation required from Clorox or any Clorox Subsidiary under California
SMRA shall have been released by the lead agency under California SMRA, and
replacement financial assurances for reclamation that meet the requirements of
California SMRA shall have been provided to said lead agency by Buyer.

6.4 REQUIRED FILINGS AND CONSENTS. All filings, authorizations and approvals, if
any, of any Governmental Body that are required for the consummation of the
transactions contemplated hereby (to the extent not waived by Buyer) shall have
been duly made and obtained on terms and conditions reasonably satisfactory to
Sellers.

6.5 NO LEGAL PROCEEDINGS. No action or proceeding before any court or
Governmental Body shall be pending or threatened which, in the judgment of
Sellers, made in good faith and upon the advice of counsel, makes it inadvisable
or undesirable to consummate the transactions contemplated hereby by reason of
the probability that the action or proceeding shall result in a judgment, decree
or order which would prevent the carrying out of this Agreement or any of the
transactions contemplated hereby, declare unlawful the transactions contemplated
by this Agreement or cause such transactions to be rescinded.

7. TERMINATION.

7.1   TERMINATION  EVENTS.  This  Agreement  may be  terminated  prior  to the
Closing:

(a)   by Buyer if there is a Breach of any covenant or obligation of Sellers and
      such Breach shall not have been cured by the Closing after the delivery of
      notice thereof to Sellers;

(b)   by Buyer, in the event that either (i) Buyer's pre-acquisition due
      diligence investigation and review of the Assets (as described in Section
      4.4 of this Agreement), or (ii) any new Disclosure Schedule or supplement
      or amendment to a Disclosure Schedule provided by any Seller after the
      execution hereof, discloses matters which would (A) cause the condition
      set forth in clause (a) of SECTION 5.1 not to be satisfied, or (B) after
      including such newly disclosed matters in a new Disclosure Schedule or
      amendment or supplement to an existing Disclosure Schedule, as applicable,
      cause the condition set forth in clause (b) of SECTION 5.1 not to be
      satisfied;

(c)   by Buyer at or prior to the Scheduled Closing Time if any condition set
      forth in SECTION 5 has not been satisfied by the Scheduled Closing Time;

(d)   by Buyer if the Closing has not taken place on or before December 10, 2002
      (other than as a result of any failure on the part of Buyer to comply with
      or perform its covenants and obligations under this Agreement);

(e)   by Sellers if there is a Breach of any covenant or obligation of Buyer and
      such Breach shall not have been cured within ten (10) calendar days after
      the delivery of notice thereof to Buyer;

(f)   by Sellers if the Closing has not taken place on or before December 10,
      2002 (other than as a result of any failure on the part of Sellers to
      comply with or perform any covenant or obligation set forth in this
      Agreement); or

(g)   by the mutual written consent of Buyer and Sellers.

7.2 TERMINATION PROCEDURES. If Buyer wishes to terminate this Agreement pursuant
to SECTION 7.1, Buyer shall deliver to Sellers a written notice stating that
Buyer is terminating this Agreement and setting forth a brief description of the
basis on which Buyer is terminating this Agreement. If Sellers wish to terminate
this Agreement pursuant to SECTION 7.1, Sellers shall deliver to Buyer a written
notice stating that Sellers are terminating this Agreement and setting forth a
brief description of the basis on which such parties are terminating this
Agreement. In the event of any termination under SECTION 7.1(B), Buyer shall
give Sellers written notice of termination promptly after Buyer's discovery of
the fact or matter giving rise to Buyer's exercise of its termination rights.

7.3 EFFECT OF TERMINATION. If this Agreement is terminated pursuant to SECTION
7.1, all further obligations of the parties under this Agreement to consummate
the transactions contemplated hereby shall terminate and no party shall have any
further liability or obligation to any other party or to any Representative of
such other party, but termination of this Agreement under SECTION 7.1(C),
7.1(D), 7.1(E) or 7.1(F) shall be without prejudice to any rights or remedies
the non-terminating party may have arising out of fraud, intentional breach or
intentional misrepresentation. The parties shall, upon termination of this
Agreement, remain bound by and continue to be subject to the provisions set
forth in SECTION 4.2 and SECTION 11.2 and in the Confidentiality Agreement.

8. INDEMNIFICATION, ETC.

8.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. The representations
and warranties of each of the parties to this Agreement contained herein or in
any Transactional Agreement (other than the Jonny Cat Copack Termination
Agreement, the Fresh Step Coarse Clay Amendment and the Liner Purchase Order),
as modified by any new Disclosure Schedule or supplement or amendment to an
existing Disclosure Schedule delivered pursuant to SECTION 2.27, shall survive
the Closing and the sale of the Assets to Buyer until July 31, 2004, except for
breaches of representations and warranties for which a written Claim Notice (as
defined below) or with respect to which a Third Party Claim Notice (as defined
below), as the case may be, has been received by the alleged breaching party by
such date; PROVIDED HOWEVER that the representations and warranties set forth in
clause (c) of SECTION 2.2, SECTION 2.12, SECTION 2.19 and SECTION 2.23 shall
survive the Closing Date until the expiration of the applicable statute of
limitations. Neither Sellers nor Buyer shall have any liability whatsoever to
the other with respect to any such representations or warranties after the
survival period for such representations or warranties expires, except for
breaches of representations and warranties for which a written Claim Notice or
with respect to which a Third Party Claim Notice, as the case may be, has been
received by the alleged breaching party prior to the expiration of such survival
period and except for claims based on fraud. Notwithstanding anything to the
contrary in this Agreement, no investigation by Buyer shall affect the
representations and warranties of Sellers set forth in this Agreement or the
Disclosure Schedules, or contained in any other Transactional Agreement. The
covenants and other agreements of the parties in this Agreement shall survive
the Closing until fully performed. For purposes of this Agreement, a "CLAIM
NOTICE" relating to a particular representation or warranty shall be deemed to
have been given if any Indemnitee, acting in good faith, delivers to the alleged
breaching party a written notice stating that such Indemnitee believes that
there is or has been a possible Breach of such representation or warranty and
containing (a) a brief description of the circumstances supporting such
Indemnitee's belief that there is or has been such a possible Breach, and
containing, if applicable, any information required under SECTION 8.4(A) with
respect to any Third Party Claim relating to such possible Breach of which the
Indemnitee has notice or knowledge, and (b) a non-binding, preliminary estimate
of the aggregate dollar amount of the actual and potential Damages that have
arisen and may arise as a direct or indirect result of such possible Breach.

8.2   INDEMNIFICATION BY SELLERS.

(a)   Sellers  agree,  jointly and  severally,  to hold harmless and indemnify
      the  Buyer  Indemnitees  from and  against,  and  shall  compensate  and
      reimburse  the Buyer  Indemnitees  for, any Damages that are suffered or
      incurred by the Buyer  Indemnitees or to which the Buyer Indemnitees may
      otherwise  become subject at any time (regardless of whether or not such
      Damages  relate to any Third  Party  claim) and that arise  directly  or
      indirectly  from  (i) any  Breach  of  any  of  the  representations  or
      warranties  made by Sellers in this Agreement,  the other  Transactional
      Agreements (other than the Jonny Cat Copack Termination  Agreement,  the
      Fresh Step Coarse Clay  Amendment  and the Liner  Purchase  Order),  the
      Disclosure  Schedules,  as modified by any new Disclosure  Schedules and
      supplements  and  amendments  to  any  Disclosure   Schedules  delivered
      pursuant  to SECTION  2.27,  or in the Closing  Certificate  of Sellers,
      (ii) any  Breach of any covenant or  agreement  of Sellers  contained in
      this  Agreement  or any other  Transactional  Agreement  (other than the
      Jonny Cat  Copack  Termination  Agreement,  the Fresh Step  Coarse  Clay
      Amendment  and the Liner  Purchase  Order) to the  extent  not waived by
      Buyer,   (iii) any   liabilities  of  Sellers  other  than  the  Assumed
      Liabilities,  including,  without  limitation,  any  liabilities for any
      Release of Hazardous  Materials on, upon or from the Real Property or in
      connection  with the Assets or the operation of the Business on or prior
      to the Closing Date,  and any  liability of Sellers under  Environmental
      Laws arising from or related to the  operation of the Business  prior to
      the Closing;  (iv) any  Third Party Claims or threatened  claims against
      Buyer  arising out of the actions or inactions  of Sellers  prior to the
      Closing  Date  with  respect  to  the  Assets  or the  operation  of the
      Business  prior to the Closing Date;  or (v) the  failure of any Benefit
      Plans  to  comply  with  their   respective   governing   documents  and
      applicable Laws.

(b)   Notwithstanding anything in this SECTION 8 to the contrary,  (i) Sellers
      shall not be required to make any  indemnification  payment  pursuant to
      SECTION 8.2(A)  until  such  time as the  total  amount  of all  Damages
      (including  the Damages  arising from such Breach and all other  Damages
      arising from any other  Breaches of any  representations  or warranties)
      that have been  directly or  indirectly  suffered or incurred by any one
      or more of the  Buyer  Indemnitees,  or to which  any one or more of the
      Buyer  Indemnitees  has  or  have  otherwise  become  subject,   exceeds
      $120,000,  and then only for any such  Damages in excess of that amount,
      (ii) except  as provided in  clause (iii)  of this  SECTION 8.2(B),  the
      indemnification  obligations  of Sellers under  SECTION 8.2(A)(I)  shall
      not exceed  $3,000,000 in the  aggregate  and (iii) the  indemnification
      obligations   of  Sellers   hereunder  for  any   misrepresentation   in
      SECTION 2.2(C)  related to Sellers'  ownership of the Assets (other than
      the  Jonny Cat  Trademarks)  shall  not be  subject  to any limit on the
      amount of Damages.

8.3   INDEMNIFICATION BY BUYER.

(a)   Buyer shall hold harmless and indemnify the Seller  Indemnitees from and
      against,  and shall compensate and reimburse the Seller Indemnitees for,
      any Damages that are suffered or incurred by the Seller  Indemnitees  or
      to which the Seller  Indemnitees  may  otherwise  become  subject at any
      time  (regardless  of  whether or not such  Damages  relate to any Third
      Party Claim) and that arise  directly or indirectly  from (i) any Breach
      of any of the  representations  or  warranties  made  by  Buyer  in this
      Agreement or in the Closing  Certificate  of Buyer,  (ii) any  Breach of
      any covenant or agreement  of Buyer  contained in this  Agreement or any
      other   Transactional   Agreement  (other  than  the  Jonny  Cat  Copack
      Termination  Agreement and the Fresh Step Coarse Clay  Amendment) to the
      extent not  waived by  Sellers,  (iii) any  claims  for  severance  with
      respect to Transferring  Employees arising out of Buyer's termination of
      any  Transferring  Employee  after the Closing Date,  or (iv) any  Third
      Party Claims or threatened  claims  against  Sellers  arising out of the
      actions or  inactions of Buyer or any Buyer  Designee  after the Closing
      Date with respect to the Assets or the  operation of the Business  after
      the Closing Date.

(b)   Notwithstanding  anything in this  SECTION 8 to the contrary,  (i) Buyer
      shall not be required to make any  indemnification  payment  pursuant to
      SECTION 8.3(A)  until  such  time as the  total  amount  of all  Damages
      (including  the Damages  arising from such Breach and all other  Damages
      arising from any other  Breaches of any  representations  or warranties)
      that have been  suffered  or  incurred  by any one or more of the Seller
      Indemnitees,  or to which any one or more of the Seller  Indemnitees has
      or have otherwise become subject,  exceeds  $120,000,  and then only for
      any such Damages in excess of that amount, and (ii) the  indemnification
      obligations   of  Buyer   under   SECTION 8.3(A)(I)   shall  not  exceed
      $3,000,000 in the aggregate.

8.4 METHOD OF ASSERTING CLAIMS. As used herein, "INDEMNIFYING PARTY" shall refer
to the party or parties hereto obligated to indemnify any Indemnitees under this
SECTION 8.

(a)   Promptly after any  Indemnitee  has received  notice of or has knowledge
      of any claim by a Third Party or the  commencement  of any action,  suit
      or proceeding by a Third Party  (collectively,  a "THIRD PARTY  CLAIM"),
      the  Indemnitee  shall,  if a claim with respect  thereto may be made by
      the  Indemnitee   against  any  Indemnifying   Party  pursuant  to  this
      Section 8,  give each  Indemnifying  Party written  notice of such Third
      Party Claim.  Such notice shall state the nature and basis of such Third
      Party  Claim  and,  if  ascertainable,  the  amount  thereof,  and shall
      include copies of all pleadings and other pertinent  documents.  In each
      such  case  the  Indemnitee  agrees  to  give  such  notice  to all  the
      Indemnifying  Parties promptly in accordance with  SECTION 12.2  hereof;
      provided,  however,  that the  failure  of the  Indemnitee  to give such
      notice  shall  not  excuse  any  Indemnifying   Party's   obligation  to
      indemnify  except to the  extent  the  Indemnifying  Party has  suffered
      damage or  prejudice  by reason of the  Indemnitee's  failure to give or
      delay in giving such notice.  The  Indemnifying  Party or Parties  shall
      have the right,  but not the  obligation,  exercisable by written notice
      (the   "ELECTION   NOTICE")   given  to  the   Indemnitee   within   ten
      (10) Business  Days after receipt of such notice from the  Indemnitee of
      such  Third  Party  Claim,   to  assume  the  defense  and  control  the
      settlement  of such Third Party Claim,  provided  that all  Indemnifying
      Parties have  acknowledged  and agreed in writing that the  Indemnifying
      Parties have an obligation  hereunder to provide  indemnification to the
      Indemnitee  in respect of the Third  Party  Claim.  If the  Indemnifying
      Party does not give the Election  Notice,  the Indemnitee shall have the
      right to defend,  contest,  settle, or compromise such action or suit in
      the  exercise  of its  exclusive  discretion  and shall be  entitled  to
      indemnification  therefor  to the  extent  provided  in  SECTION 8.2  or
      SECTION 8.3,  as  applicable;  provided,  however,  that the  Indemnitee
      shall not  compromise  or settle any such Third Party Claim  without the
      prior  written  consent  of  the  Indemnifying   Party  or  Indemnifying
      Parties,  as  applicable,   which  consent  shall  not  be  unreasonably
      withheld.  If the  Indemnifying  Party gives the  Election  Notice,  the
      Indemnifying   Party  shall  have  the  right  to  settle,   compromise,
      undertake,  conduct and control, through counsel of its own choosing and
      at its sole  expense,  the conduct and defense of such  action,  suit or
      proceeding,  and the  Indemnitee  shall  reasonably  cooperate  with the
      Indemnifying  Party  in  connection  therewith  (at the  expense  of the
      Indemnifying Party or Indemnifying  Parties);  provided,  however,  that
      (i) the  Indemnifying  Party shall not thereby consent to the imposition
      of any injunction  against the Indemnitee without the written consent of
      the Indemnitee;  (ii) the Indemnifying Party shall permit the Indemnitee
      to participate  in (but not control) such conduct or settlement  through
      counsel  chosen by the  Indemnitee,  but the fees and  expenses  of such
      counsel  and the fees,  expenses  and costs  otherwise  incurred  by the
      Indemnitee in connection with such  participation  shall be borne by the
      Indemnitee  except as provided in clause (iii)  below;  and (iii) upon a
      final settlement or  determination  of such action,  suit or proceeding,
      the Indemnifying  Party shall promptly  reimburse the Indemnitee for the
      full  amount  of  any  Damages  resulting  from  such  action,  suit  or
      proceeding and all reasonable  expenses related to such Damages incurred
      by  the  Indemnitee,  except  fees  and  expenses  of  counsel  for  the
      Indemnitee  incurred  after the assumption of the defense and control of
      such  action,   suit  or  proceeding  by  the   Indemnifying   Party  or
      Indemnifying  Parties.  So long as the  Indemnifying  Party  is,  or the
      Indemnifying  Parties  are,  contesting  any such action or suit in good
      faith,  the Indemnitee  shall not pay or settle any such action or suit.
      Notwithstanding  the foregoing,  the Indemnitee  shall have the right to
      pay or settle any such action or suit,  provided  that in such event the
      Indemnitee   shall  waive  any  right  to  indemnity   therefor  by  the
      Indemnifying Party or the Indemnifying  Parties and no amount in respect
      thereof  shall be claimed as Damages under this  SECTION 8.  At any time
      after notice of any Third Party  Claim,  the  Indemnifying  Party or the
      Indemnifying  Parties may request the  Indemnitee to agree in writing to
      the payment or  compromise  of the Third  Party  Claim,  whereupon  such
      action shall be taken unless the Indemnitee  determines that the contest
      should be continued,  and so notifies the Indemnifying  Party in writing
      within fifteen (15) days of such request from the Indemnifying  Party or
      the  Indemnifying  Parties.  In the event that the Indemnitee gives such
      notice,  the  Indemnifying  Party or the  Indemnifying  Parties shall be
      liable pursuant to this  SECTION 8.4(A) with respect to such Third Party
      Claim  only to the  extent of the  lesser of  (A) the  amount  which the
      other party or parties to the contested  Third Party Claim had agreed to
      accept  in  complete   payment  or   compromise   as  of  the  time  the
      Indemnifying  Party  or the  Indemnifying  Parties  made  its  or  their
      request  therefor  to the  Indemnitee  plus  the  amount  of  any  fine,
      penalty,  tax, fee  (including  any  reasonable  legal fee,  expert fee,
      accounting fee or advisory  fee),  charge,  cost  (including any cost of
      investigation)  or expense of any nature  incurred by the  Indemnitee to
      such date with  respect to such Third Party  Claim,  or (B) such  amount
      for which the  Indemnifying  Party or the  Indemnifying  Parties  may be
      liable  with  respect  to  such  Third  Party  Claim  by  reason  of the
      provisions of this SECTION 8.4(A).

(b)   If an  Indemnitee  shall  have any  claim  pursuant  to this  SECTION 8,
      including,  but not limited to, a claim for Damages as the result of the
      Indemnifying   Party's   failure  to   acknowledge   its  obligation  to
      indemnify,  the Indemnitee  shall deliver to the  Indemnifying  Party or
      the  Indemnifying  Parties a Claim  Notice (in the case of any claim for
      any  misrepresentation  or  breach  of any  warranty  pursuant  to  this
      SECTION 8)  or a notice  outlining  with  reasonable  particularity  the
      nature and amount of the claim for breach of any  covenant  or any other
      claim  pursuant  to  SECTION 8.2  (a  "COVENANT  BREACH  NOTICE").   The
      Indemnitee  and  Indemnifying  Party or the  Indemnifying  Parties shall
      thereafter  attempt in good  faith for a period of not less than  thirty
      (30) days  to agree  upon  whether  the  Indemnitee  is  entitled  to be
      indemnified  and held  harmless  under this  SECTION 8  with  respect to
      Damages  as a  result  of the  claims  under  the  Claim  Notice  or the
      Covenant  Breach Notice,  as  applicable,  and the extent to which it is
      entitled  to  be  indemnified  and  held  harmless  hereunder  for  such
      Damages.  If the  parties  cannot  so  agree  within  said  period,  the
      Indemnitee  may thereafter  commence  litigation in a court of competent
      jurisdiction   in  the   venue   designated   in   SECTION 12.5   for  a
      determination  of its claim.  Upon  resolution of any claim  pursuant to
      this  SECTION 8,  whether  by  agreement  between  the  parties  or  the
      rendering of a final judgment in any litigation,  the Indemnifying Party
      or  the  Indemnifying  Parties  shall,  within  ten (10)  days  of  such
      resolution,  pay over and deliver to the Indemnitee  funds in the amount
      of any claim as resolved,  and any reasonably documented fees, including
      reasonable  attorneys' fees,  incurred by the Indemnitee with respect to
      any such litigation.

8.5   GENERAL.

(a)   The  indemnification  provided  in this  SECTION 8 shall be the sole and
      exclusive  remedy  after the Closing  Date for damages  available to the
      parties to this  Agreement  for breach of any of the terms,  conditions,
      representations  or warranties  contained herein or in any Transactional
      Agreement (other than the Jonny Cat Copack  Termination  Agreement,  the
      Fresh Step Coarse Clay  Amendment and the Liner  Purchase  Order) or any
      right,  claim or action arising from the  transactions  contemplated  by
      this  Agreement or the other  Transactional  Agreements  (other than the
      Jonny Cat  Copack  Termination  Agreement,  the Fresh Step  Coarse  Clay
      Amendment  and  the  Liner  Purchase  Order);  provided,  however,  this
      exclusive  remedy for damages does not preclude a party from bringing an
      action  for  (i) specific  performance  or  other  equitable  remedy  to
      require a party to perform its  obligations  under this Agreement or any
      Transactional   Agreement,   or  (ii)  based  on  fraud  or  intentional
      misrepresentation.

(b)   Notwithstanding  anything  contained in this  Agreement to the contrary,
      no party  hereto  shall be  liable  to any  other  party  hereto  or any
      Indemnitee for Damages  suffered or incurred by such party or Indemnitee
      that are indirect,  special,  punitive,  exemplary or consequential loss
      or damage  (including  any loss of  revenue  or  profit)  (collectively,
      "SPECIAL  DAMAGES");  provided,  however,  the  foregoing  shall  not be
      construed to preclude  recovery by an  Indemnitee  in respect of Damages
      directly  or  indirectly  incurred  from  (i) any  Third  Party  Claims,
      including,  without  limitation,  Third  Party  Claims in which  Special
      Damages  are  awarded to the  plaintiffs,  or  (ii) any  claim  based on
      fraud,   intentional  breach  or  intentional   misrepresentation.   All
      parties hereto shall use Best Efforts to mitigate their Damages.

(c)   The rights to indemnification under this SECTION 8 shall not be subject to
      set-off for any claim by the Indemnifying Party against any Indemnitee,
      whether or not arising from the same event giving rise to such
      Indemnitee's claim for indemnification.

9.    DISCLAIMER. EXCEPT FOR THE RESPECTIVE REPRESENTATIONS AND WARRANTIES OF
SELLERS  SPECIFICALLY SET FORTH IN THIS AGREEMENT,  THE DISCLOSURE SCHEDULES AND
THE OTHER TRANSACTIONAL  AGREEMENTS (OTHER THAN THE JONNY CAT COPACK TERMINATION
AGREEMENT,  THE FRESH STEP COARSE CLAY AMENDMENT AND THE LINER PURCHASE  ORDER),
NEITHER  CLOROX NOR ANY CLOROX  SUBSIDIARY  OR  REPRESENTATIVE  OF CLOROX OR ANY
CLOROX  SUBSIDIARY MAKES ANY EXPRESS OR IMPLIED  REPRESENTATION OR WARRANTY WITH
RESPECT TO THE ASSETS OR ANY PART THEREOF,  INCLUDING,  WITHOUT LIMITATION,  ANY
WARRANTIES OF MERCHANTABILITY,  SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
OR QUALITY,  OR AS TO THE CONDITION OR WORKMANSHIP OF ANY OF THE ASSETS,  OR THE
ABSENCE  OF ANY  DEFECTS  THEREIN,  WHETHER  LATENT  OR  PATENT,  AND  ALL  SUCH
REPRESENTATIONS  AND  WARRANTIES  ARE  HEREBY  EXPRESSLY  DISCLAIMED,  IT  BEING
UNDERSTOOD THAT, EXCEPT AS SPECIFICALLY  PROVIDED IN THIS AGREEMENT,  THE ASSETS
ARE TO BE  CONVEYED  HEREUNDER  "AS IS" AND "WHERE IS" AS OF THE  CLOSING AND IN
THEIR CONDITION AS OF THE CLOSING.

10.   CONFIDENTIAL NATURE OF INFORMATION

10.1 CONFIDENTIALITY AGREEMENT. Buyer agrees that the Confidentiality Agreement
shall apply to (a) all documents, materials and other information that it shall
have obtained regarding Clorox or any Clorox Subsidiary during the course of the
negotiations leading to the consummation of the transactions contemplated hereby
(whether obtained before or after the date of this Agreement), any
investigations made in connection therewith and the preparation of this
Agreement and related documents and (b) all analyses, reports, compilations,
evaluations and other materials prepared by Buyer or its counsel, accountants or
financial advisors that contain or otherwise reflect or are based upon, in whole
or in part, any of the provided information; provided, however, that the
Confidentiality Agreement shall terminate as of the Closing with respect to the
parties' obligations thereunder and shall be of no further force and effect
thereafter with respect to information of any Seller the ownership of which is
transferred to Buyer.

11. CERTAIN POST-CLOSING COVENANTS.

11.1 FURTHER ACTIONS. From and after the Closing Date, Sellers shall cooperate
with Buyer, and shall execute and deliver such documents and take such other
actions as Buyer may reasonably request, for the purpose of evidencing the sale
of the Assets to Buyer. Sellers shall use their Best Efforts to make Michael
Weaver, the current Taft Plant manager, available to provide up to sixteen (16)
hours of consulting to Buyer during normal business hours for thirty (30) days
after Closing, to assist Buyer in the transition of ownership of the Assets from
Sellers to Buyer, provided Mr. Weaver continues to be employed by Clorox or a
Clorox Subsidiary during that period.

11.2 PUBLICITY. Without limiting anything contained in SECTION 4.2, the parties
agree to cooperate with each other with respect to the issuance of press
releases or other publicity concerning any of the transactions contemplated
herein.

11.3 RECEIPTS AFTER CLOSING. The parties acknowledge that, after the Closing,
Clorox or any Clorox Subsidiary may receive funds, proceeds, contributions,
refunds, rebates, payments or receipts that are attributable to the Assets.
Sellers shall remit or cause to be remitted any such receipts to Buyer promptly
upon receipt, unless they relate to any accounts receivable of Clorox or any
Clorox Subsidiary or otherwise relate to services provided, products sold or
rights granted prior to the Closing. Buyer shall remit to Sellers promptly upon
Buyer's receipt, any funds, proceeds, contributions, rebates, payments or
receipts that are attributable to accounts receivable of Clorox or any Clorox
Subsidiary or otherwise relate to services provided, products sold or rights
granted by Clorox or any Clorox Subsidiary prior to the Closing. The parties
acknowledge that, after the Closing, Clorox or any Clorox Subsidiary may receive
invoices, bills, statements and other claims for the costs attributable to the
operation of the Taft Facility or the Jonny Cat Business after the Closing Date.
Any of the foregoing received by Clorox or any Clorox Subsidiary will be
promptly forwarded to Buyer, and Buyer agrees to pay on a timely basis all such
invoices, bills, statements and other forwarded claims.

11.4  PAYMENT OF TRANSFER  TAXES AND TAX FILINGS  AND  CERTAIN  POST-CLOSING
AGREEMENTS.

(a)   Buyer, on the one hand, and Sellers,  on the other hand, shall pay fifty
      percent  (50%) of all of the transfer  Taxes  imposed  upon, or assessed
      upon or with  respect  to, the  transfer  of the Assets to Buyer and any
      transfer  Taxes to effect any  recording or filing with respect  thereto
      (collectively,  the  "TRANSFER  TAXES")  and  all  title  and  recording
      costs.  Sellers  shall  timely  prepare  and file any  returns  or other
      filings  related  to  such  Transfer  Taxes,  including  any  claim  for
      exemption  or  exclusion  from  the  application  or  imposition  of any
      Transfer  Taxes.  The parties shall pay such Transfer Taxes when due and
      shall promptly  following any filings  related thereto furnish a copy of
      such return or other filing and a copy of a receipt  showing  payment of
      any such Transfer Taxes to the other parties.

(b)   Each party  agrees to furnish or cause to be  furnished  to the  others,
      upon  request,   as  promptly  as  practicable,   such  information  and
      assistance at the  requesting  party's cost relating to the Assets as is
      reasonably  necessary  for the filing of all Tax returns,  including any
      claim for exemption or exclusion  from the  application or imposition of
      any Taxes or making of any election  related to Taxes,  the  preparation
      for any audit by any taxing  authority and the prosecution or defense of
      any claim, suit or proceeding relating to any Tax return.

(c)   The parties  acknowledge that the Purchase Price and other consideration
      will be  allocated  among the Assets in  accordance  with an  allocation
      statement  to be  mutually  agreed to by the  parties on or prior to the
      Closing  (the "ASSET  ALLOCATION  STATEMENT").  All values  contained in
      the Asset Allocation Statement shall be consistently  reported by Buyer,
      Sellers and their  respective  Affiliates  for all Tax  purposes.  Buyer
      and Sellers  agree that they shall each  prepare and file IRS Form 8594,
      as required by  Section 1060  of the Code and the Treasury  Regulations,
      in a manner consistent with the Asset Allocation Statement.

(d)   Sellers shall deliver to Buyer at or prior to the Closing an affidavit
      under penalties of perjury stating for each Seller: (i) its name, address,
      and taxpayer identification number and (ii) that it is not a "foreign
      person" within the meaning of Section 1445 of the Code.

11.5 TELEPHONE NUMBERS. Sellers agree that, on and after the Closing Date, they
will cooperate with Buyer to transfer right, title and interest in and to the
telephone numbers at the Taft Facility to Buyer. Buyer agrees to pay all costs
and expenses associated with such transfer.

11.6 TRANSFER OF 401(K) ASSETS. As soon as reasonably practical following the
Closing Date, Sellers shall cause the trustees of Sellers' 401(k) profit sharing
plan ("SELLERS' 401(K) PLAN") to transfer to Buyer's 401(k) profit sharing plan
the Total 401(k) Plan Transfer Amount. The "TOTAL 401(K) PLAN TRANSFER AMOUNT"
shall be an amount equal to the account balances of all Transferring Employees
determined as of the valuation date immediately preceding the date of transfer,
including any amounts accrued as of that date but not yet contributed to
Sellers' 401(k) Plan or not yet allocated to the account of a Transferred
Employee.

11.7 JONNY CAT CLUB. Sellers shall prior to or after the Closing, take efforts
mutually agreed upon by the parties to transfer the rights, title, and interest,
if any, of Sellers in and to the trademarks related to the "Jonny Cat Club"
identified in SCHEDULE 2.14(A).

12. MISCELLANEOUS PROVISIONS.

12.1 FURTHER ASSURANCES. Each party hereto shall execute and deliver, and/or
cause to be executed and delivered, to the other parties hereto such instruments
and other documents, and shall take such other actions, as such other party may
reasonably request (prior to, at or after the Closing), for the purpose of
carrying out or evidencing the sale of the Assets to Buyer and Buyer's
assumption of the Assumed Liabilities.

12.2 NOTICES. Any notice or other communication required or permitted to be
delivered to any party under this Agreement shall be in writing and shall be
deemed properly delivered, given and received when delivered (by hand, by
registered mail, by courier or express delivery service or by facsimile) to the
address or facsimile telephone number set forth beneath the name of such party
below (or to such other address or facsimile telephone number as such party
shall have specified in a written notice given to the other parties hereto):

           if to Sellers:

                     The Clorox Company
                     1221 Broadway
                     Oakland, CA  94612
                     Attn.:  General Counsel
                     Facsimile:  (510) 271-1696

                     The Clorox Pet Products Company
                     1221 Broadway
                     Oakland, CA  94612
                     Attn.:  General Manager
                     Facsimile:  (510) 271-7452

           if to Buyer:

                     Oil-Dri Corporation of America
                     410 North Michigan Avenue
                     Chicago, IL  60611
                     Attention:  Vice President and Chief Financial Officer
                     Facsimile:  (312) 321-1271

           with a copy to:

                     Vedder, Price, Kaufman & Kammholz
                     222 North LaSalle Street
                     Suite 2400
                     Chicago, IL  60601
                     Attention:  Michael A. Nemeroff, Esq.
                     Facsimile:  (312) 609-5005

12.3 HEADINGS. The headings contained in this Agreement are for convenience of
reference only, shall not be deemed to be a part of this Agreement and shall not
be referred to in connection with the construction or interpretation of this
Agreement.

12.4 COUNTERPARTS. This Agreement may be executed in several counterparts, each
of which shall constitute an original and all of which, when taken together,
shall constitute one agreement.

12.5  GOVERNING LAW; VENUE.

(a)   This Agreement shall be construed in accordance with, and governed in all
      respects by, the internal laws of the State of Illinois (without giving
      effect to principles of conflicts of laws).

(b)   Any legal action or other legal proceeding relating to this Agreement or
      the enforcement of any provision of this Agreement may be brought or
      otherwise commenced in any state or federal court located in Cook County,
      Illinois. Each party to this Agreement and each Indemnitee:

(i)   expressly and irrevocably consents and submits to the jurisdiction of each
      state and federal court located in Cook County, Illinois (and each
      appellate court located in the State of Illinois), in connection with any
      such legal proceeding;

(ii)  agrees that each state and federal court located in Cook County, Illinois,
      shall be deemed to be a convenient forum; and

(iii) agrees not to assert (by way of motion, as a defense or otherwise), in any
      such legal proceeding commenced in any state or federal court located in
      Cook County, Illinois, any claim that such party is not subject personally
      to the jurisdiction of such court, that such legal proceeding has been
      brought in an inconvenient forum, that the venue of such proceeding is
      improper or that this Agreement or the subject matter of this Agreement
      may not be enforced in or by such court.

(c)   Nothing in this Section shall be deemed to limit or otherwise affect the
      right of any party or Indemnitee to commence any legal proceeding against
      any party hereto in any forum or jurisdiction.

12.6 SUCCESSORS AND ASSIGNS; PARTIES IN INTEREST. This Agreement shall be
binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. No party may assign its rights or delegate
its duties and obligations under this Agreement without the prior written
consent of the other parties, which may be withheld in the sole and absolute
discretion of such party; provided, however, Buyer shall have the right at any
time prior to the Closing to assign this Agreement (and all of its rights,
remedies, duties and obligations hereunder), without the consent of Sellers, to
an Affiliate of Buyer that is under Buyer's Control ("BUYER DESIGNEE"). Any
permitted assignment by a party of its rights under this Agreement shall not
relieve such party of its covenants and obligations hereunder. Any reference to
Buyer in this Agreement shall, to the extent applicable, also be deemed a
reference to the Buyer Designee, except where in the context of this Agreement
such use would not be appropriate. Except for the provisions of SECTION 8 hereof
and Buyer's acknowledgment and agreement regarding manufacturing, know-how,
processes and formula in SECTION 1.1, none of the provisions of this Agreement
is intended to provide any rights or remedies to any Person other than the
parties to this Agreement and their respective successors and permitted assigns
(if any). Without limiting the generality of the foregoing, no employee or
creditor of Clorox or any Clorox Subsidiary shall have any rights under this
Agreement or under any of the other Transactional Agreements.

12.7 AMENDMENTS; WAIVER. This Agreement may not be amended, modified, altered or
supplemented other than by means of a written instrument duly executed by all of
the parties hereto. No failure on the part of any party to exercise any power,
right, privilege or remedy under this Agreement, and no delay on the part of any
party in exercising any power, right, privilege or remedy under this Agreement,
shall operate as a waiver of such power, right, privilege or remedy; and no
single or partial exercise of any such power, right, privilege or remedy shall
preclude any other or further exercise thereof or of any other power, right,
privilege or remedy. No party shall be deemed to have waived any claim arising
out of this Agreement, or any power, right, privilege or remedy under this
Agreement, unless the waiver of such claim, power, right, privilege or remedy is
expressly set forth in a written instrument duly executed and delivered on
behalf of such party; and any such waiver shall not be applicable or have any
effect except in the specific instance in which it is given.

12.8 SEVERABILITY. In the event that any provision of this Agreement, or the
application of any such provision to any party or set of circumstances, shall be
determined to be invalid, unlawful, void or unenforceable to any extent, the
remainder of this Agreement, and the application of such provision to Persons or
circumstances other than those as to which it is determined to be invalid,
unlawful, void or unenforceable, shall not be impaired or otherwise affected and
shall continue to be valid and enforceable to the fullest extent permitted by
law.

12.9 ENTIRE AGREEMENT. This Agreement, the other Transactional Agreements and
the Exhibits and Disclosure Schedules hereto set forth the entire agreement
among the parties relating to the subject matter hereof and thereof, and there
are no agreements, understandings, representations or warranties among or
between any of the parties relating to the subject matter hereof and thereof
other than those set forth herein or in the other Transactional Agreements.

12.10 ATTORNEYS' FEES. If any lawsuit or injunctive or other equitable
proceeding is filed or commenced relating to or arising from a breach, default
or violation of this Agreement, the prevailing party shall be entitled to
recover from the other party such attorneys' fees, costs and expenses as the
court may award (including without limitation, the allocated costs for services
of in-house counsel), in addition to such other costs and expenses of suit or
proceeding as may be allowed by law.

12.11 KNOWLEDGE CONVENTION. References in this Agreement to the knowledge of any
party hereto shall mean the actual knowledge of the applicable party's executive
officers responsible for the subject of the applicable representation, after
reasonable investigation of the subject matter thereof, which executive officers
shall include, without limitation, with respect to Sellers (i) Richard Conti,
(ii) Robert Call and (iii) Michael Young. For purposes of this Agreement,
Michael Weaver, the Taft Facility plant manager, shall be deemed an executive
officer of A&M.

12.12 EXPENSES. Except as provided in SECTION 11.4 or any other Section of this
Agreement, or as otherwise provided in any other Transactional Agreement,
Sellers and Buyer shall bear their respective expenses, costs and fees in
connection with the transactions contemplated by the Transactional Agreements,
including, without limitation, the preparation, execution and delivery of the
Transactional Agreements and compliance with the Transactional Agreements,
whether or not the contemplated transactions shall be consummated.

12.13 NO STRICT CONSTRUCTION. The language used in this Agreement shall be
deemed to be the language chosen by the parties hereto to express their mutual
intent, and no rule of strict construction shall be applied against any Person.

12.14 SPECIFIC PERFORMANCE. Sellers acknowledge that the Assets are unique and
recognize and affirm that in the event of a breach of this Agreement by Sellers,
money damages would be inadequate and Buyer would have no adequate remedy at
law. Accordingly, Sellers agree that Buyer shall have the right, in addition to
any other rights and remedies existing in its favor, to enforce its rights and
Sellers' obligations hereunder not only by an action or actions for damages but
also by an action or actions for specific performance, injunction and/or other
equitable relief, without posting any bond or security.

12.15 SCHEDULES AND EXHIBITS. The Disclosure Schedules and Exhibits attached to
this Agreement shall be construed with and as an integral part of this Agreement
to the same extent as if the same had been set forth VERBATIM herein.

                            [SIGNATURE PAGE FOLLOWS]

      The parties to this Agreement have caused this Agreement to be executed
and delivered as of the date first written above.

 BUYER                                SELLERS
 OIL-DRI CORPORATION OF AMERICA, a    THE CLOROX COMPANY, a Delaware
 Delaware corporation                 corporation

 By:                                  By:
    -----------------------------        -----------------------------
 Name:                                Name:
      ---------------------------          ---------------------------
 Title:                               Title:
       --------------------------           --------------------------

                                   A&M PRODUCTS MANUFACTURING
                                   COMPANY, a Delaware corporation

                                   By:
                                      -----------------------------
                                   Name:
                                        ---------------------------
                                   Title:
                                         --------------------------

                                   THE CLOROX PET PRODUCTS COMPANY,
                                   a Texas corporation

                                   By:
                                      -----------------------------
                                   Name:
                                        ---------------------------
                                   Title:
                                         --------------------------

                                   THE CLOROX SALES COMPANY, a
                                   Delaware corporation

                                   By:
                                      -----------------------------
                                   Name:
                                        ---------------------------
                                   Title:
                                         --------------------------

                                   THE CLOROX COMPANY OF CANADA, a
                                   Canadian corporation

                                   By:
                                      -----------------------------
                                   Name:
                                        ---------------------------
                                   Title:
                                         --------------------------

                                 A-11
CHICAGO/#987237.9
                                    EXHIBIT A

                               CERTAIN DEFINITIONS

      For purposes of the Agreement (including this EXHIBIT A):

      ADVERTISING MATERIALS. "Advertising Materials" shall mean all advertising
and promotional materials that relate exclusively to the manufacture, sale or
distribution of Jonny Cat Product.

      AFFILIATE. "Affiliate" shall mean any Person that Controls, is Controlled
by, or is under common Control with such Person.

      AGREEMENT. "Agreement" shall mean the Asset Purchase Agreement to which
this EXHIBIT A is attached, as it may be amended from time to time.

      A&M. "A&M" shall have the meaning set forth in the Recitals to the
Agreement.

      ASSET ALLOCATION STATEMENT. "Asset Allocation Statement" shall have the
meaning set forth in SECTION 11.4(C) of the Agreement.

      ASSETS. "Assets" shall have the meaning set forth in SECTION 1.1(A) of the
Agreement.

      ASSUMED CONTRACTS. "Assumed Contracts" shall mean (a) the Contracts
identified in SCHEDULE 2.13 all purchase orders existing as of the Closing and
relating to goods ordered by Sellers for use exclusively at the Taft Facility in
connection with the Business, and (c) all obligations of continued performance
under executory sales orders for Jonny Cat Product existing as of the Closing.

      ASSUMED EMPLOYEE LIABILITIES. "Assumed Employee Liabilities" shall mean
the obligations of Sellers with respect to the Taft Facility Employees, but only
to the extent Buyer has agreed to assume or be responsible for such obligations
as provided in SECTION 4.3 of the Agreement.

      ASSUMED LIABILITIES. "Assumed Liabilities" shall mean the following
liabilities and obligations of Sellers: (a) the Assumed Employee Liabilities,
(b) the obligations of Sellers arising subsequent to the Closing under the
Assumed Contracts (excluding any obligation for any breach thereof occurring
prior to the Closing Date), but only to the extent the rights and benefits of
Sellers under such Contract Rights have been validly assigned to Buyer under
this Agreement or Buyer has otherwise received the benefits thereof in
accordance with SECTION 1.5 hereof, and (c) all responsibility for, and
liabilities with respect to, reclamation required in connection with mining
activities conducted in or around the Real Property or the real property
underlying the Mining Claims prior to and after the Closing, including, without
limitation, such responsibility under California SMRA and under any reclamation
plans adopted or accepted pursuant thereto, and the portion of annual property
tax liability associated with Buyer's period of ownership of the Real Property,
all as further provided in the Assumption Agreement; PROVIDED, HOWEVER, that
such assumption by Buyer shall not relieve Sellers of any liabilities or
obligations (i) for any violations of law existing prior to the Closing Date
with respect to reclamation and/or (ii) with respect to remediation or
correction of any reclamation previously completed by Sellers to the extent
required by state, local or municipal authorities, and Sellers shall indemnify
Buyer from and against any such liabilities or obligations in accordance with
SECTION 8 of the Agreement.

      ASSUMPTION AGREEMENT. "Assumption Agreement" shall have the meaning set
forth in SECTION 1.2(B)(I) of the Agreement.

      BENEFIT  PLANS.  "Benefit  Plans"  shall have the  meaning  set forth in
SECTION 2.19 of the Agreement.

      BEST EFFORTS. "Best Efforts" shall mean the commercially reasonable
efforts that a prudent Person desiring to achieve a particular result would use
in order to achieve such result as expeditiously as possible.

      BILLS OF SALE. "Bills of Sale" shall have the meaning set forth in SECTION
1.2(B)(I) of the Agreement.

      BLM. "BLM" shall have the meaning set forth in the Recitals to the
Agreement.

      BOOKS AND RECORDS. "Books and Records" shall mean all records and files
used exclusively in the conduct of the Business, including, but not limited to,
such records relating to customers and suppliers, personnel files, employee
manuals and payroll records, payment records, mining and drilling records,
topographic maps, aerial photographs, geological maps, engineering drawings,
blueprints, price lists, written processes, written formulae, engineering,
technical and shop drawings, and customer lists and photocopies of such records
and files as are required by applicable Law to be retained by any Seller or that
any Seller determines are necessary or advisable to retain.

      BREACH. There shall be deemed to be a "Breach" of a representation,
warranty, covenant, obligation or other provision if there is or has been any
inaccuracy in or breach of, or any failure to comply with or perform, such
representation, warranty, covenant, obligation or other provision.

      BUSINESS. "Business" shall mean, collectively, the Jonny Cat Business, the
business of manufacturing and packaging Jonny Cat Product at the Taft Facility
and the business of manufacturing and selling agricultural chemical based
products and industrial absorbents at the Taft Facility.

      BUSINESS DAY. "Business Day" shall mean any day other than a Saturday,
Sunday or other day that banks are not authorized to be open for business in the
State of Illinois.

      BUYER. "Buyer" shall have the meaning set forth in the Recitals to the
Agreement.

      BUYER DESIGNEE. "Buyer Designee" shall have the meaning set forth in
SECTION 12.6 of the Agreement.

      BUYER INDEMNITEES. "Buyer Indemnitees" shall mean the following Persons:
(a) Buyer; (b) Buyer's current and future Affiliates; (c) the respective
Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and
(d) the respective successors and assigns of the Persons referred to in clauses
"(a)", "(b)" and "(c)" above.

      BUYER WELFARE PLANS. "Buyer Welfare Plans" shall have the meaning set
forth in SECTION 4.3(F) of the Agreement.

      CALIFORNIA SMRA. "California SMRA" shall mean the California Surface
Mining and Reclamation Act of 1975.

      CCC. "CCC" shall have the meaning set forth in the Recitals to the
Agreement.

      CERCLA. "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. ss. 906 et seq.

      CLAIM NOTICE. "Claim Notice" shall have the meaning set forth in SECTION
8.1 of the Agreement.

      CLOROX. "Clorox" shall have the meaning set forth in the Recitals to the
Agreement.

      CLOROX SUBSIDIARY. "Clorox Subsidiary" shall mean any direct or indirect
subsidiary of Clorox, including, but not limited to, A&M, CPP, CSC and CCC.

      CLOSING. "Closing" shall have the meaning set forth in SECTION 1.2(A) of
the Agreement.

      CLOSING CERTIFICATES. "Closing Certificates" shall have the meaning set
forth in SECTION 1.2(B)(VII) of the Agreement.

      CLOSING  DATE.  "Closing  Date"  shall  have the  meaning  set  forth in
SECTION 1.2(A) of the Agreement.

      COBRA. "COBRA" shall mean the Consolidated Omnibus Budget Reconciliation
Act of 1985.

      CODE. "Code" shall mean the Internal Revenue Code of 1986, as amended.

      COLLECTIVE BARGAINING AGREEMENT. "Collective Bargaining Agreement" shall
have the meaning set forth in SECTION 2.18(A)(I) of the Agreement.

      CONFIDENTIALITY AGREEMENT. "Confidentiality Agreement" means that certain
letter agreement, dated May 29, 2002, between Buyer and Clorox, relating to
Clorox's agreement to provide Buyer with access to certain "Evaluation
Material," as defined therein, and Buyer's agreements with respect to the
confidentiality of such material.

      CONTRACT. "Contract" shall mean any written, oral, implied or other
agreement, contract, understanding, arrangement, instrument, note, guaranty,
indemnity, representation, warranty, deed, assignment, power of attorney,
certificate, purchase order, work order, insurance policy, benefit plan,
commitment, covenant, assurance or undertaking of any nature.

      CONTRACT RIGHTS. "Contract Rights" shall mean all rights of Sellers under
the Assumed Contracts, but excluding any accounts receivable, claims, refunds,
causes of action, choses in action, rights of recovery and rights of set-off of
any kind or nature arising before, or by reason of events occurring prior to,
the Closing.

      CONTROL. "Control" shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of
such entity, whether through ownership of voting securities or other interests,
by contract or otherwise.

      COVENANT BREACH NOTICE. "Covenant Breach Notice" shall have the meaning
set forth in SECTION 8.4(B) of the Agreement.

      CPP. "CPP" shall have the meaning set forth in the Recitals to the
Agreement.

      CSC. "CSC" shall have the meaning set forth in the Recitals to the
Agreement.

      DAMAGES. "Damages" shall mean any loss, damage, injury, liability, claim,
demand, settlement, judgment, award, fine, penalty, tax, fee (including any
reasonable legal fee, expert fee, accounting fee or advisory fee), charge, cost
(including any cost of investigation) or expense of any nature.

      DISCLOSURE SCHEDULES. "Disclosure Schedules" shall mean the schedules
delivered to Buyer by Sellers upon execution of the Agreement, together with any
amendments and supplements thereto delivered on or prior to the Closing Date, a
copy of which is or shall be attached to the Agreement and is hereby
incorporated in the Agreement by this reference.

      ELECTION NOTICE. "Election Notice" shall have the meaning set forth in
SECTION 8.4(A) of the Agreement.

      EMPLOYMENT RELATED-OBLIGATION. "Employment-Related Obligation" shall have
the meaning set forth in SECTION 4.3(C)(A),(B) of the Agreement.

      ENCUMBRANCE. "Encumbrance" shall mean any lien, pledge, hypothecation,
charge, mortgage, deed of trust, security interest or other encumbrance.

      ENTITY. "Entity" shall mean any corporation (including any non-profit
corporation), general partnership, limited partnership, limited liability
partnership, joint venture, estate, trust, cooperative, foundation, society,
political party, union, company (including any limited liability company or
joint stock company), firm or other enterprise, association, organization or
entity.

      ENVIRONMENTAL LAWS. "Environmental Laws" means (A) the Occupational Health
and Safety Act of 1970, as amended; (B) the Mine Safety and Health Act of 1977,
as amended; and (C) any and all federal, state and local statutes, laws,
regulations, ordinances, orders, policies, or decrees and the like, whether now
existing or subsequently enacted or amended, relating to public health or
safety, worker health or safety, pollution or protection of human health or the
environment, including natural resources, including but not limited to the Clean
Air Act, 42 U.S.C. ss. 7401 ET SEQ., the Federal Water Pollution Control Act, 33
U.S.C. ss. 1251 ET SEQ., RCRA, the Toxic Substances Control Act, 15 U.S.C. ss.
2601 ET SEQ., CERCLA, the Federal Food, Drug and Cosmetics Act, 21 U.S.C. ss.301
et seq. and any similar or implementing state or local law, which governs: (1)
the existence, clean-up, removal and/or remedy of contamination or threat of
contamination on or about real property; (2) the emission or discharge of
Hazardous Materials or contaminants into the environment; (3) the control of
Hazardous Materials or contaminants; or (4) the use, generation, or transport,
treatment, storage, disposal, removal, recycling, handling, or recovery of
Hazardous Materials.

      ENVIRONMENTAL PERMITS. "Environmental Permits" shall have the meaning set
forth in SECTION 2.23(B) of the Agreement.

      EQUIPMENT. "Equipment" shall mean all computers, equipment, machinery,
prototypes, tools, supplies, motor vehicles, heavy machinery, furniture and
other similar items of Sellers, including all related spare parts, dies, molds,
supplies and accessories, but only to the extent any of the foregoing is located
at the Taft Facility as of the date hereof or is delivered to the Taft Facility
after the date hereof and is primarily related to or used or held for use at the
Taft Facility in the production of Jonny Cat Product.

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

      FAIR LABOR STANDARDS ACT. "Fair Labor Standards Act" shall mean the Fair
Labor Standards Act of 1938, as amended, found at 29 United States Code Sections
201 ET SEQ..

      FRESH STEP COARSE CLAY AMENDMENT. "Fresh Step Coarse Clay Amendment" shall
have the meaning set forth in SECTION 1.2(B)(XI) of the Agreement.

      FRESH STEP COARSE CLAY COPACK AGREEMENT. "Fresh Step Coarse Clay Copack
Agreement" shall have the meaning set forth in the Recitals to the Agreement.

      GOVERNMENTAL AUTHORIZATION. "Governmental Authorization" shall mean any
permit, license, certificate, concession, approval, consent, ratification,
permission, clearance, confirmation, endorsement, waiver, certification,
designation, rating, registration, qualification or authorization issued,
granted, given or otherwise made available by or under the authority of any
Governmental Body or pursuant to any applicable law, rule or regulation of any
Governmental Body.

      GOVERNMENTAL BODY. "Governmental Body" shall mean any federal, state,
local, foreign, provincial or other governmental body or agency, department,
commission, board, bureau, agency (regulatory or otherwise), council, court,
magistrate, panel or instrumentality.

      HAZARDOUS MATERIAL. "Hazardous Material" shall include, without
limitation, the following: (a) any petroleum, waste oil, crude oil, diesel fuel
or other petroleum products, asbestos, asbestos-form or similar fibrous
materials, urea formaldehyde or polychlorinated biphenyl, dioxin, erionite,
"valley fever" or carcinogen; (b) any waste, gas or other substance or material
that is explosive or radioactive; (c) any "hazardous substance," "pollutant,"
"contaminant," "hazardous waste," "regulated substance," "hazardous chemical" or
"toxic chemical" as designated, listed or defined (whether expressly or by
reference) in any statute, regulation or other legal requirement (including
RCRA, CERCLA and any other so-called "superfund" or "superlien" law and the
respective regulations promulgated thereunder); (d) any other substance or
material (regardless of physical form) or form of energy that is subject to any
law which regulates or establishes standards of conduct in connection with, or
which otherwise relates to, the protection of human health, plant life, animal
life, natural resources, property or the enjoyment of life or property from the
presence in the environment of any solid, liquid, gas, odor, noise or form of
energy; and (e) any compound, mixture, solution, product or other substance or
material that contains any substance or material referred to in clause "(a)",
"(b)", "(c)" or "(d)" above.

      HIRE DATE. "Hire Date" shall have the meaning set forth in SECTION 4.3(A)
of the Agreement.

      INDEMNIFYING  PARTY.  "Indemnifying  Party"  shall have the  meaning set
forth in SECTION 8.4 of the Agreement.

      INDEMNITEE. "Indemnitee" shall mean any Buyer Indemnitee or Sellers
Indemnitee.

      INTANGIBLE ASSETS. "Intangible Assets" shall mean the Jonny Cat
Trademarks, the Contract Rights, the Transferable Governmental Authorizations,
all manufacturing know-how at the Taft Facility, to the extent that it relates
solely to the Business, together with all associated goodwill and all rights to
use all of the foregoing forever and all other rights in, to and under the
foregoing, and all Prepaid Expenses.

      INVENTORY. "Inventory" shall mean all inventories of Jonny Cat Product
owned by any Seller, wherever located, and all raw and packaging materials,
supplies and work-in-progress located at the Taft Facility or in transit to the
Taft Facility and related to the production of Jonny Cat Product, including,
without limitation, pallets, dyes, additives and deodorizers. "Inventory" shall
not include any raw and packaging materials, supplies and work-in-progress
related to the production of Scoopable Cat Litter or Silica Gel Cat Litter.

      IRS. "IRS" shall mean Internal Revenue Service.

      JONNY CAT BUSINESS. "Jonny Cat Business" shall mean the business of
selling cat litter and cat litter box liners conducted by Clorox or any Clorox
Subsidiary under the Jonny Cat Trademarks.

      JONNY CAT COPACK AGREEMENT. "Jonny Cat Copack Agreement" shall have the
meaning set forth in the Recitals to the Agreement.

      JONNY CAT COPACK  TERMINATION  AGREEMENT.  "Jonny Cat Copack Termination
Agreement"  shall  have the  meaning  set  forth in  SECTION 1.2(B)(X)  of the
Agreement.

      JONNY CAT  LINERS.  "Jonny  Cat  Liners"  shall  mean all cat litter box
liners packaged under the Jonny Cat Trademarks.

      JONNY CAT PRODUCT.  "Jonny Cat Product"  shall mean cat litter  packaged
under any Jonny Cat Trademark and Jonny Cat Liners.

      JONNY CAT TRADEMARKS. "Jonny Cat Trademarks" shall mean the trademarks,
trademark registrations and trademark applications listed on SCHEDULE 2.14 to
the Agreement and all goodwill related exclusively to the manufacture, sale or
distribution of cat litter and cat litter box liners under the Jonny Cat
Trademarks.

      LAW. "Law" shall mean any national, federal, state, provincial or local
law, statute, ordinance, rule, regulation, code, order, judgment, injunction or
decree of any country.

      LINER PURCHASE ORDER. "Liner Purchase Order" shall have the meaning set
forth in SECTION 1.2(B)(XV) of the Agreement.

      MATERIAL ADVERSE EFFECT. "Material Adverse Effect" shall mean any
condition or event that could reasonably be expected to have a material and
adverse effect upon the financial condition or results of operations of the
Business, taken as a whole, or the value of the Assets, taken as a whole, other
than any condition or event (i) relating to the economy in general, (ii)
relating to the industries in which the Business operates in general, or (iii)
arising out of or resulting from actions of Buyer or a Buyer Designee in
connection with the Agreement.

      MINERAL RESERVES. "Mineral Reserves" shall mean all mineral reserves and
deposits to which Buyer is entitled as owner of the Real Property and the Mining
Claims.

      MINING CLAIMS. "Mining Claims" shall mean all BLM and other governmental
and third party claims and leases identified on EXHIBIT C attached hereto and
made a part hereof, whether or not located and held by Sellers under the Mining
Law of 1872, as amended, 30 U.S.C. ss.21 et seq. (the "MINING LAW OF 1872"),
which relate to the Assets (collectively, the "UNPATENTED MINING CLAIMS") and
all claims, refunds, causes of action, choses in action, rights of recovery and
rights of set-off of every kind and nature arising as of or by reason of events
occurring subsequent to Closing.

      MINING CLAIMS DEED. "Mining Claims Deed" shall have the meaning set forth
in SECTION 1.2(B)(III) of the Agreement.

      OTHER TAFT EMPLOYEES. "Other Taft Employees" shall have the meaning set
forth in SECTION 4.3(A) of the Agreement.

      PERMITTED ENCUMBRANCES. "Permitted Encumbrances" shall mean inchoate
mechanic's and materialmen's liens for construction in progress and workmen's,
repairmen's, warehousemen's, carrier's and other similar statutory liens arising
in the ordinary course of business in respect of obligations that are not yet
due, provided that no Permitted Encumbrance shall constitute an Assumed
Liability.

      PERMITTED EXCEPTIONS.  "Permitted Exceptions" shall mean the following:

           a. Liens for taxes, assessments and other charges of governmental or
quasi-governmental authorities which are not yet delinquent or which are being
contested by appropriate proceedings;

           b. Zoning, building, access, environmental, and other similar
restrictions imposed by laws, ordinances, rules, requirements, resolutions,
policy statements and regulations of governmental and quasi-governmental
authorities claiming jurisdiction over the Real Property provided that no such
restriction shall materially restrict the use of any of the Assets in mining,
processing or packaging of clay and products made from clay;

           c. All matters actually disclosed to Buyer prior to Closing by an
inspection of the Real Property, including, but not limited to, an environmental
investigation and assessment of the Real Property; and

           d. Such state of facts as disclosed by the Surveys of the Real
Property, provided such facts do not serve as the basis for Buyer's election to
terminate the Agreement pursuant to SECTION 7 of the Agreement.

           e. Any other matters approved, accepted or waived by Buyer in
writing.

      PERSON. "Person" shall mean any individual, Entity or Governmental Body.

      P&L STATEMENT. "P&L Statement" shall have the meaning set forth in SECTION
2.4 of the Agreement.

      PRE-CLOSING PERIOD. "Pre-Closing Period" shall mean the period commencing
on the date hereof and ending on the Closing Date.

      PRELIMINARY TITLE REPORT. "Preliminary Title Report" shall mean that
certain preliminary report regarding the Real Property issued by the Title
Company, dated as of October 7, 2002, set forth as EXHIBIT D attached hereto and
made a part hereof, together with copies of the exceptions to title described in
such report.

      PREPAID EXPENSES. "Prepaid Expenses" shall mean all prepaid expenses
relating specifically and solely to the Assets, other than insurance deposits
and any Retained Tax Recovery.

      PROPRIETARY INFORMATION. "Proprietary Information" means all information
(whether or not protectable by patent, copyright, mask works or trade secret
rights) not generally known to the public (except for patents), including, but
not limited to, works of authorship, inventions, discoveries, patentable subject
matter, patents, patent applications, industrial models, industrial designs,
trade secrets, trade secret rights, software, works, copyrightable subject
matters, copyright rights and registrations, mask works, know-how and show-how,
trademarks, trade names, service marks, emblems, logos, insignia and related
marks and registrations, specifications, technical manuals and data, libraries,
blueprints, drawings, proprietary processes, product information and development
work-in-process.

      PURCHASE PRICE. "Purchase Price" shall have the meaning set forth in
SECTION 1.3(A) of the Agreement.

      RCRA. "RCRA" shall mean the Resource Conservation and Recovery Act, 42
U.S.C. ss. 6901 et seq.

      REAL PROPERTY. "Real Property" shall mean, collectively, (a) the land
located at 950 N. Petroleum Club Road, Taft, California, on which the Taft Plant
is located, and more particularly described in EXHIBIT E attached hereto and
made a part hereof, and the land located at on Midoil Road, on which the Taft
Mine is located, and more particularly described in EXHIBIT F attached hereto
and made a part hereof, (b) together with all easements, licenses, rights and
appurtenances relating to the foregoing, if any, and (c) all of A&M's right,
title and interest in and to all buildings, structures, fixtures, and
improvements on such land.

      REAL PROPERTY DEED. "Real Property Deed" shall have the meaning set forth
in SECTION 1.2(B)(II) of the Agreement.

      RELEASE. "Release" shall mean the spilling, leaking, disposing,
discharging, migrating, emitting, depositing, ejecting, leaching, escaping or
any other release or threatened release, however defined, whether intentional or
unintentional, of any Hazardous Material.

      REPRESENTATIVES. "Representatives" shall mean officers, directors,
employees, agents, attorneys, accountants, advisors and representatives.

      RETAINED TAX RECOVERY. "Retained Tax Recovery" means any claim, right or
interest of Clorox or any Clorox Subsidiary in or to any refund, rebate,
abatement or other recovery for Taxes, together with any interest due thereon or
penalty rebate arising therefrom, the basis of which arises or accrues in any
period prior to the Closing.

      SCHEDULE. All references to a "Schedule" herein shall mean a Schedule
included in the Disclosure Schedules, as amended or supplemented on or prior to
the Closing Date.

      SCHEDULED CLOSING TIME. "Scheduled Closing Time" shall have the meaning
set forth in SECTION 1.2(A) of the Agreement.

      SCOOPABLE CAT LITTER. "Scoopable Cat Litter" shall mean clay-based cat
litter which is marketed as scoopable or clumping cat litter and has as a
significant characteristic the formation of removable clumps, excluding Silica
Gel Cat Litter.

      SELLER INDEMNITEES. "Seller Indemnitees" shall mean the following Persons:
(a) Sellers; (b) current and future Affiliates of Sellers; (c) the respective
Representatives of the Persons referred to in clauses "(a)" and "(b)" above; and
(d) the respective successors and assigns of the Persons referred to in clauses
"(a)", "(b)" and "(c)" above.

      SELLERS. "Sellers" shall have the meaning set forth in the Recitals to the
Agreement.

      SELLERS' 401(K) PLAN. "Sellers' 401(k) Plan" shall have the meaning set
forth in SECTION 11.6 of the Agreement.

      SILICA GEL CAT LITTER. "Silica Gel Cat Litter" shall mean scoopable or
coarse cat litter consisting primarily of silica gel crystals, as well as
blended scoopable or coarse cat litter with silica gel crystal content in excess
of ten percent (10%).

      SPECIAL DAMAGES. "Special Damages" shall have the meaning set forth in
SECTION 8.5(B) of the Agreement.

      STATEMENT OF INVENTORY AND ASSETS. "Statement of Inventory and Assets"
shall have the meaning set forth in SECTION 2.4 of the Agreement.

      SURVEYS. "Surveys" shall have the meaning set forth in SECTION 4.7(B) of
the Agreement.

      TAFT DISTRIBUTION AREA. "Taft Distribution Area" shall mean the regions in
the United States of America and Canada, identified in SCHEDULE 1.6, which
SCHEDULE 1.6 shall be prepared and mutually agreed to by the parties on or prior
to the Closing Date.

      TAFT FACILITY. "Taft Facility" shall have the meaning set forth in the
Recitals to the Agreement.

      TAFT FACILITY EMPLOYEE. "Taft Facility Employee" shall mean an employee of
any Sellers, other than Michael Weaver, the Taft Facility plant manager, whose
primary job responsibilities are (or were, in the case of an employee on leave)
performed at the Taft Mine and/or the Taft Plant.

      TAFT MINE. "Taft Mine" shall have the meaning set forth in the Recitals to
the Agreement.

      TAFT  PLANT.  "Taft  Plant"  shall  have the  meaning  set  forth in the
Recitals to the Agreement.

      TAXES. "Taxes" shall mean any federal, state, local, foreign, provincial
(or instrumentality thereof) taxes (including, without limitation, gross income,
gross receipts, windfall profits, occupation, unemployment, disability,
severance, real and personal property, production, excise, employment,
withholding, social security (or similar), alternative or add-on minimum, ad
valorem, value added, transfer, stamp, environmental, or any other duty, tax,
custom, governmental fee, or other like assessment of any kind whatsoever) and
other governmental charges (including, without limitation, interest, additions
to tax and penalties).

      TAX RETURN. "Tax Return" means any return, declaration, claim for refund,
report or statement (whether informational or otherwise) related to Taxes,
including, without limitation, any schedule or attachment thereto and any
amendment thereof.

      THIRD PARTY. "Third Party" shall mean any Person not a party to this
Agreement and not an Affiliate of any party to the Agreement.

      THIRD PARTY CLAIM. "Third Party Claim" shall have the meaning set forth in
SECTION 8.4(A) of the Agreement.

      TITLE COMMITMENTS. "Title Commitments" shall have the meaning set forth in
SECTION 4.7(A) of the Agreement.

      TITLE  COMPANY.  "Title  Company"  shall mean  Chicago  Title  Insurance
Company.

      TOTAL 401(K) PLAN TRANSFER AMOUNT. "Total 401(k) Plan Transfer Amount"
shall have the meaning set forth in SECTION 11.6 of the Agreement.

      TRADEMARK  ASSIGNMENT.  "Trademark  Assignment"  shall have the  meaning
set forth in SECTION 1.2(B)(I) of the Agreement.
             -----------------

      TRADEMARKS. "Trademarks" shall mean registered and unregistered
trademarks, service marks and trade names, and other names, marks and slogans,
and all registration applications for any of the foregoing.

      TRANSACTIONAL AGREEMENTS. "Transactional Agreements" shall mean: (a) the
Agreement, (b) the Bills of Sale, (c) the Trademark Assignments, (d) the Real
Property Deed, (e) the Mining Claim Deed, (f) the Assumption Agreement, (g) the
Closing Certificates, (h) the Jonny Cat Copack Termination Agreement, (i) the
Fresh Step Coarse Clay Amendment, (j) the Liner Purchase Order and (k) the
Transitional Services Agreement.

      TRANSFERABLE  GOVERNMENTAL  AUTHORIZATIONS.  "Transferable  Governmental
Authorizations"  shall have the  meaning  set forth in SECTION  1.1(A) of this
Agreement.

      TRANSFERRING   EMPLOYEES.   "Transferring   Employees"  shall  have  the
meaning set forth in SECTION 4.3(A) of the Agreement.

      TRANSFER  TAXES.  "Transfer  Taxes"  shall have the meaning set forth in
Section 11.4(a) of the Agreement.

      TRANSITIONAL  SERVICES  AGREEMENT.   "Transitional  Services  Agreement"
shall have the meaning set forth in SECTION 1.2(B)(XIII) of the Agreement.

      UNRECORDED  LICENSES.  "Unrecorded  Licenses" shall have the meaning set
forth in SECTION 2.7(E) of the Agreement.

      WARN ACT. "WARN Act" shall mean, collectively, the Worker Adjustment and
Retraining Notification Act (Pub. L. 100-379, 102 Stat. 890 (1988)) and Chapter
4 (commencing with Section 1400) of Part 4 of Division 2 of the California Labor
Code.

 1
                                 FIRST AMENDMENT
                                       TO
                            ASSET PURCHASE AGREEMENT
                                  BY AND AMONG
                               THE CLOROX COMPANY,
                       A&M PRODUCTS MANUFACTURING COMPANY,
                        THE CLOROX PET PRODUCTS COMPANY,
                            THE CLOROX SALES COMPANY,
                       THE CLOROX COMPANY OF CANADA, LTD.,
                                       AND
                         OIL-DRI CORPORATION OF AMERICA

      THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT, is made as of December
13, 2002 (this "Amendment"), by and among The Clorox Company, a Delaware
corporation ("CLOROX"), A&M Products Manufacturing Company, a Delaware
corporation ("A&M"), The Clorox Pet Products Company, a Texas corporation
("CPP"), The Clorox Sales Company, a Delaware corporation ("CSC"), and The
Clorox Company of Canada, Ltd., a Canadian corporation ("CCC" and, together with
Clorox, A&M, CPP and CSC, "SELLERS"), and Oil-Dri Corporation of America, a
Delaware corporation ("BUYER").

                              W I T N E S S E T H:

      WHEREAS, Buyer and Sellers have previously entered into that certain Asset
Purchase Agreement dated as of November 19, 2002 (the "Agreement"); and

      WHEREAS, Buyer and Sellers desire to amend the Agreement in certain
respects, as provided herein.

      NOW, THEREFORE, in consideration of the premises and the other agreements
contained herein and in the Agreement, the parties hereto hereby agree as
follows:

Section 1. AMENDMENT TO AGREEMENT.

1.1        The date of December 10, 2002 referred to in Sections 1.2(a), 4.4,
           7.1(D), and 7.1(F) of the Agreement is hereby changed in each such
           section to December 13, 2002.

1.2        The following is hereby added to the Agreement as new paragraph (d)
           of Section 1.1:

           "(d)  Payments from Customers,  Customer  Deductions and
           Unsaleables.

           (1)  PAYMENTS FROM CUSTOMERS. The parties recognize that any Seller
                or Buyer (or Buyer's Designees) may receive customer payments
                intended for the other party. Payments from customers shall be
                credited to the party who issued the invoice(s) in question. If
                the underlying invoice(s) pertaining to a particular payment
                cannot be determined, they will be applied first to amounts
                outstanding under Sellers' outstanding invoices and the

 2
                remainder to Buyer's if received prior to January 15, 2003 and
                they will be applied first to Buyer's outstanding invoices and
                the remainder to Sellers' thereafter.

           (2)  CUSTOMER DEDUCTIONS. Similarly, deductions taken by a customer
                shall be the responsibility of the party to whose invoice(s) the
                deduction relates. The parties will endeavor to determine which
                invoice(s) a given deduction relates to if it is not clear. If
                the underlying invoice(s) pertaining to a particular deduction
                cannot be determined, the responsibility for such deductions
                will be borne by Sellers if the deduction is received prior to
                January 15, 2003 and by Buyer thereafter.

           (3)  UNSALEABLES. Unsaleable claims made by a customer shall be the
                responsibility of the party to whose invoice(s) the claim
                relates. The parties will endeavor to determine which invoice(s)
                a given claim relates to if it is not clear. For those claims
                not readily identifiable, the parties agree that such claims
                made by customers prior to January 15, 2003 shall be the
                responsibility of Sellers and such claims made thereafter shall
                be the responsibility of Buyer. After January 15, 2003, Buyer
                will submit one statement per month to the Sellers verifying
                unsaleable claims that are the responsibility of the Sellers and
                that, individually or in the aggregate, exceed $10,000.

           (4)  BASKET. The adjustments and payments made and costs incurred
                under this Section shall not be subject to nor charged against
                the $120,000 indemnification basket in Section 8.2(b) hereof.

           (5)  ADJUSTING PAYMENTS. The parties will make adjusting payments to
                one another as necessary to carry out the purposes of this
                Section.

           (6)  GOOD FAITH DEALING. Neither party will invite or induce
                customers to take deductions or make claims for unsaleables.

1.3        Sub-paragraph (viii) of Section 1.2(b) is hereby amended and restated
           to read in its entirety as follows:

           "(viii) A&M, CPP, CSC and CCC each shall deliver to Buyer a certified
           copy of the resolutions duly adopted by its Board of Directors (or,
           in the case of CCC, a certified copy of the resolutions duly adopted
           by its shareholder) authorizing the execution, delivery and
           performance of this Agreement and each of the other Transactional
           Agreements to which it is a party, and the consummation of the
           transactions contemplated by this Agreement and the Transactional
           Agreements to which it is a party;"

           Sub-paragraph (xv) of Section 1.2(b) is hereby amended to replace the
           reference to "A&M" therein with "Clorox".

1.4        The following sub-paragraph is hereby added to Section 1.2(b):

 3

           "(xvi) A&M and Buyer shall enter into an agreement relating to
           purchase of Blue Clay Chip for Fresh Step Coarse Clay Cat Litter from
           Buyer."

1.5        SECTIONS 2.9(A)-(C) of the Agreement are hereby amended and restated
           to read in their entirety as follows:

           "2.9  UNPATENTED  MINING  CLAIMS,  MILL SITES,  SURFACE
           RIGHTS AND WATER RIGHTS.

(a)        The Unpatented Mining Claims and Mill Sites identified on SCHEDULE
           2.9(A) contain the information specified below for each such
           Unpatented Mining Claim and Mill Site and are, to the knowledge of
           Sellers, all of the Unpatented Mining Claims and Mill Sites owned by
           Sellers in the vicinity of the Taft Facility.

           ----------------------------------------------------------
             Name of      Date of     County Recording   BLM Serial
              Claim      Location           Data             No.
           ----------------------------------------------------------
                                     Date  Book   Page
           ----------------------------------------------------------

(b)        With  respect to the  Unpatented  Mining  Claims and the Mill
           Sites,  subject  only  to  the  paramount  title  of the
           United  States,  to the  knowledge  of Sellers:  (i) the
           Unpatented  Mining  Claims  and Mill Sites were laid out
           and  monumented  consistent  with industry  practices on
           federal  lands which were open to entry under the Mining
           Law of  1872  at the  time of  location;  (ii)  location
           notices and  certificates  were  properly  recorded  and
           filed with appropriate governmental  authorities;  (iii)
           (with  respect to the  Unpatented  Mining  Claims  only)
           affidavits  of  assessment  work,  notices  of intent to
           hold, or verified  reports were timely and duly recorded
           and  filed  with  appropriate  agencies  for each of the
           Unpatented   Mining   Claims   for  each  year  for  all
           assessment   years  during  which  the   performance  of
           assessment  work was  required by law and for which such
           affidavit,  notice or report was  required  to be filed,
           except as set forth in  Schedule 2.9(b);  (iv)  payments
           of  rental   fees  or   maintenance   fees  in  lieu  of
           assessment  work were  timely  paid for each  assessment
           year  when  such  payments  were  required  by  Law  and
           affidavits  thereof  were timely filed with and recorded
           in the local  offices  of the  appropriate  Governmental
           Body insofar as required or allowed by  applicable  Law,
           except  as set  forth in  Schedule 2.9(b);  (v) the work
           and expenditures  described in said affidavits,  notices
           and reports  were in fact made and  performed  in a good
           faith effort to satisfy  assessment  work  requirements;
           (vi) the  Unpatented  Mining  Claims  and Mill Sites are
           free and clear of liens,  production royalties,  advance
           royalties,  rents, bonuses or bonus payments or finder's
           fees in  favor  of any  Person;  (vii)  Sellers  have no
           knowledge  of   conflicting   claims  or  activities  or
           possession  by third  parties  in  anticipation  of such
           claims,  except  as set  forth in  SCHEDULE 2.9(B);  and
           (viii)  a  predecessor-in-interest  of  one or  more  of
           Sellers  located each such  Unpatented  Mining Claim and
           Mill Site under the Mining Law of 1872.

 4

(c)        To Sellers' knowledge, Sellers have not received any notice
           stating that A&M does not have surface rights of ingress
           and egress and use of the surface of the Unpatented Mining
           Claims for mining and related purposes."

1.6        Section 2.10(a) of the Agreement is hereby amended by deleting the
           reference to "June 30, 2002" therein and replacing it with "June 25,
           2002."

1.7        SECTION 2.11 of the Agreement is hereby amended by deleting the
           second sentence thereof and replacing it with the following:

           "The amount and value of Inventory being sold hereunder is at a level
           in amount and fair market value at least equal to one million two
           hundred thousand dollars ($1,200,000), with a three percent (3%)
           allowance for unsalable or slow-moving Inventory, as determined by a
           count as of the Closing Date."

1.8        SECTION 4.3(J)   of  the  Agreement  is  hereby  amended  and
           restated to read in its entirety as follows:

           "Sellers shall cause the accrued benefits of each Transferring
           Employee under Sellers' qualified retirement plans as of the Closing
           Date to become fully vested. In no event would Buyer, during the
           ninety (90) day period following the Closing, terminate without cause
           more than twenty-five (25) Transferring Employees."

1.9        Section 5.10 of the Agreement is hereby amended to delete item 1 from
           the list of optional Table A items therein.

1.10       SECTION 8.3(A) of the Agreement is hereby amended and restated to
           read in its entirety as follows:

           "Buyer shall hold harmless and indemnify the Seller Indemnitees from
           and against, and shall compensate and reimburse the Seller
           Indemnitees for, any Damages that are suffered or incurred by the
           Seller Indemnitees or to which the Seller Indemnitees may otherwise
           become subject at any time (regardless of whether or not such Damages
           relate to any Third Party Claim) and that arise directly or
           indirectly from (i) any Breach of any of the representations or
           warranties made by Buyer in this Agreement or in the Closing
           Certificate of Buyer, (ii) any Breach of any covenant or agreement of
           Buyer, or any Buyer Designee, contained in this Agreement or any
           other Transactional Agreement (other than the Jonny Cat Copack
           Termination Agreement and the Fresh Step Coarse Clay Amendment) to
           the extent not waived by Sellers, (iii) any claims for severance with
           respect to Transferring Employees arising out of Buyer's termination
           of any Transferring Employee after the Closing Date, or (iv) any
           Third Party Claims or threatened claims against Sellers arising out
           of the actions or inactions of Buyer or any Buyer Designee after the
           Closing Date with respect to the Assets or the operation of the
           Business after the Closing Date."

1.11       SECTION 11.4(A)  of  the  Agreement  is  hereby  amended  and
           restated to add the following to said Section:

 5

           "Subject to the sharing requirement above, Buyer shall pay Kern
           County real property transfer taxes at Closing, and Sellers shall pay
           all California personal property transfer and use taxes at Closing.
           It is anticipated that, on or prior to the Closing, Sellers will pay
           in excess of their share of Transfer Taxes hereunder and will pay in
           excess of their portion of real property taxes with respect to the
           Real Property and the Mining Claims; accordingly, Buyer agrees to
           reimburse Sellers for such overpayment promptly after Closing. Buyer
           and each Buyer Designee that will acquire inventory from Sellers
           pursuant to this Agreement shall deliver to Sellers a copy of its
           California sales or use tax resale or exemption certificates
           indicating Buyer and each such Buyer Designee is exempt from sales or
           use tax that may become payable in connection with the sale of
           inventory from Sellers to Buyer or such Buyer Designee, as well as
           the resale registration numbers of Buyer and each applicable Buyer
           Designee from each state in which Inventory is located. The Canadian
           Buyer Designee and Buyer each shall provide Sellers with such
           Canadian Goods and Services registration evidence and Ontario resale
           registration evidence as Sellers may reasonably require.
           Notwithstanding anything herein to the contrary, Buyer shall be
           solely liable for payment of all sales and/or use tax payable on the
           purchase of Inventory from Sellers in each state for which such
           certificates and registration numbers are not provided to Seller at
           Closing, and Buyer shall be solely liable for any taxes payable as a
           result of the failure of Buyer and/or any Buyer Designee to have any
           of the above-referenced Canadian registrations."

1.12       SECTION 12.6  of the Agreement is hereby amended and restated
           to read in its entirety as follows:

           "This Agreement shall be binding upon, and inure to the benefit of,
           the parties hereto and their respective successors and assigns. No
           party may assign its rights or delegate its duties and obligations
           under this Agreement without the prior written consent of the other
           parties, which may be withheld in the sole and absolute discretion of
           such party; provided, however, Buyer shall have the right at any time
           prior to the Closing to assign this Agreement (and all, or any
           portion, of its rights, remedies, duties and obligations hereunder),
           without the consent of Sellers, to one or two Affiliates of Buyer
           under Buyer's Control (each a "BUYER DESIGNEE"). Any permitted
           assignment by a party of its rights under this Agreement shall not
           relieve such party of its covenants and obligations hereunder. Any
           reference to Buyer in this Agreement shall, to the extent applicable,
           also be deemed a reference to the applicable Buyer Designee, except
           where in the context of this Agreement such use would not be
           appropriate. Except for the provisions of SECTION 8 hereof and
           Buyer's acknowledgment and agreement regarding manufacturing,
           know-how, processes and formula in SECTION 1.1, none of the
           provisions of this Agreement is intended to provide any rights or
           remedies to any Person other than the parties to this Agreement and
           their respective successors and permitted assigns (if any). Without
           limiting the generality of the foregoing, no employee or creditor of
           Clorox or any Clorox Subsidiary shall have any rights under this
           Agreement or under any of the other Transactional Agreements."
 6

1.13       The definition of "Assumed Contracts" in EXHIBIT A is hereby amended
           and restated to read in its entirety as follows:

           "ASSUMED CONTRACTS. "Assumed Contracts" shall mean (a) the Contracts
           identified in SCHEDULE 2.13, as supplemented, (b) all purchase orders
           existing as of the Closing and relating to goods ordered by Sellers
           for use exclusively at the Taft Facility in connection with the
           Business, and (c) all obligations of continued performance under
           executory sales orders for Jonny Cat Product existing as of the
           Closing."

1.14       The definition of "Encumbrance" in EXHIBIT A is hereby amended and
           restated to read in its entirety as follows:

           "ENCUMBRANCE. "Encumbrance" shall mean any lien, pledge,
           hypothecation, charge, mortgage, deed of trust, or security
           interest."

1.15       The definition of "Mining Claims" in EXHIBIT A is hereby amended and
           restated to read in its entirety as follows:

           "MINING CLAIMS. "Mining Claims" shall mean (a) all BLM and other
           governmental and third party claims and leases identified on EXHIBIT
           C attached hereto and made a part hereof, whether or not located and
           held by Sellers under the Mining Law of 1872, as amended, 30 U.S.C.
           ss.21 et seq. (the "MINING LAW OF 1872"), which relate to the Assets
           (collectively, the "UNPATENTED MINING CLAIMS"), (b) all mill site
           claims or reductions related thereto (the "MILL SITES") and (c) all
           related claims, refunds, causes of action, choses in action, rights
           of recovery and rights of set-off of every kind and nature arising as
           of or by reason of events occurring subsequent to Closing."

1.16       The parties hereby agree to the Asset Allocation Statement set forth
           hereto as Exhibit "A."

Section 2. MISCELLANEOUS.

2.1        The Agreement is incorporated herein by this reference.

2.2        Except as otherwise set forth herein, the Agreement shall remain in
           full force and effect and the parties shall have all the rights and
           remedies provided thereunder.

2.3        The provisions hereof shall be binding upon and inure to the benefit
           of the parties hereto and their respective successors and assigns.

2.4        This Amendment may be executed and delivered in several counterparts
           with the intention that all such counterparts, when taken together,
           shall constitute one and the same instrument.

 7

2.5        One or more counterparts of this Amendment may be delivered by
           facsimile, with the intention that delivery by such means shall have
           the same effect as delivery of an original counterpart thereof.

2.6        The section headings contained in this Amendment are for convenience
           of reference only and in no way shall modify any of the terms or
           provisions hereof or of the Agreement.

2.7        Capitalized terms used but not defined herein shall have the meanings
           assigned to such terms in the Agreement.

                            [SIGNATURE PAGE FOLLOWS]

 8

      IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as
of the day and year first above written.

 BUYER                                  SELLERS
 OIL-DRI CORPORATION OF AMERICA, a      THE CLOROX COMPANY, a Delaware
 Delaware corporation                   corporation

 By:                                    By:
    ----------------------------           -----------------------
 Name:                                  Name:
      --------------------------             ---------------------
 Title:                                 Title:
       -------------------------              --------------------

                                        A&M PRODUCTS MANUFACTURING
                                        COMPANY, a Delaware corporation

                                        By:
                                           -----------------------

                                        Name:
                                             ---------------------

                                        Title:
                                              --------------------

                                        THE CLOROX PET PRODUCTS COMPANY,
                                        A Texas corporation

                                        By:
                                           -----------------------

                                        Name:
                                             ---------------------

                                        Title:
                                              --------------------

                                        THE CLOROX SALES COMPANY, a
                                        Delaware corporation
                                        By:
                                           -----------------------

                                        Name:
                                             ---------------------

                                        Title:
                                              --------------------

                                        THE CLOROX COMPANY OF CANADA,
                                        LTD., a Canadian corporation

                                        By:
                                           -----------------------

                                        Name:
                                             ---------------------

                                        Title:
                                              --------------------