To:       Paul H. Beemer

From:     Jeffrey A. Wahba

Date:     July 29, 1996

Re:       Extension of Consulting Agreement



This letter is to confirm the agreement reached by the Henry Company 
Executive Committee and yourself at the June 19, 1996 Executive Committee 
Meeting regarding the extension of your consulting agreement.

The consulting agreement dated November 24, 1993 and amended June 1, 1995 
expires on December 31, 1996.  Both parties have agreed to extend this 
agreement by one year with expiration now on December 31, 1997.  All other 
terms and conditions of the agreement remain the same.

Could you please sign below where indicated, acknowledging your agreement to 
this extension.  Upon signing please return this letter to me, while 
retaining a copy for your files.

Acknowledgment to the              Date:
agreement above:

/s/ Paul H. Beemer                  7/30/96
- ----------------------------       -------------
Paul H. Beemer

/s/ Warner W. Henry
- ----------------------------
Warner W. Henry


cc: Richard B. Gordinier
    Warner W. Henry


                                      AMENDMENT


     This AMENDMENT to the AGREEMENT dated November 24, 1993 between HENRY 
COMPANY (Henry) and PAUL H. BEEMER (Beemer) is entered into this day June 1, 
1995.

                                       Recitals

     A.   In the first year operating under this agreement misunderstandings 
emerged relative to compensation Beemer received for overtime as covered in 
Article 5.

     B.   It has been agreed that changes should be made to reflect a 
reduction in the applicable hourly rate and to limit (in the absence of 
special arrangment) [sic]) the use of overtime in excess of 25% of normal 
hours.

     C.   Henry and Beemer by this AMENDMENT desire to restate certain 
details of Article 5. of the Agreement and it is this basis upon which Beemer 
will continue for the term of this Agreement to make his services available 
to Henry.

     Now, THEREFORE, it is mutually agreed as follows:

          1.   The second paragraph of Article 5. will be changed as follows 
(New or changed wording is underlined):

          Henry shall have the right to request Beemer to render consulting 
work in excess of 118 hours per quarter, for which Beemer shall be 
compensated at the rate of One Hundred Five Dollars ($105.00) per hour for 
such services, with the understanding that if Beemer should work less than 
118 hours in any one quarter, he would not receive overtime compensation in a 
succeeding quarter until he had made up the deficiency in hours in the 
preceding quarter or quarters.  In no quarter will Beemer be authorized to 
render overtime billing in excess of 25% of regular time, that is to say, 
29.5 hours.  Should special situations arise, this provision can be waived by 
Richard Gordinier or Warner Henry.

          2.   This Amendment shall be implemented retroactively to January 
1, 1995. 



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

HENRY COMPANY



by /s/ Warner W. Henry             /s/ Paul H. Beemer
   ------------------------        -------------------------
   Warner W. Henry                 Paul H. Beemer
   Chairman and Chief 
   Executive Officer

by /s/ Richard B. Gordinier
   ------------------------
   Richard B. Gordinier
   President