EXHIBIT 10.2



       1  Reference  is made to the  Framework  Agreement  of even date  between
          Imperial Chemical  Industries PLC, E.l. Du Pont de Nemours and Company
          and NL Industries, Inc (the "AGREEMENT").

       2  For  the  purposes  of  Schedule  3  of  the Agreement,  the following
          letters represent the following values:

          W = 2,000,000

          X = 176,222,000

          Y = 30,000,000

          Z = 16,778,000

          such  that the total  when  aggregated  with the  value in the  column
          headed EV in  Section 2 of  Schedule  3 to the  agreement  is equal to
          US$365,000,000






          ....................................      .......................
          for Imperial Chemical Industries PLC      for NL Industries, Inc.




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          date                                      date