AMENDED AND RESTATED

                      PRODUCT MARKETING AND SALES AGREEMENT



         THIS AMENDED AND RESTATED PRODUCT MARKETING AND SALES AGREEMENT (this

"Agreement") is made as of the 13th day of June, 2001, by and between Alcor

Chemie Vertriebs AG, a corporation organized under the laws of Switzerland,

acting on behalf of itself and its Affiliates (individually and collectively,

"Alcor Vertriebs"), Alcor Chemie AG, a corporation organized under the laws of

Switzerland, acting on behalf of itself and its Affiliates (individually and

collectively, "Alcor Chemie"), NOOFOT GmbH, a limited liability company

organized under the laws of Switzerland, acting on behalf of itself and its

Affiliates (individually and collectively, "Noofot") together with Alcor

Vertriebs and Alcor Chemie, "Alcor") and Ethyl Services GmbH, a limited

liability company organized under the laws of Switzerland, acting on behalf of

itself and its Affiliates (collectively, "Ethyl").



         WHEREAS, Alcor and Ethyl each desire to amend and restate the terms of

that certain Product Marketing and Sales Agreement, dated as of January 1, 2000,

by and among Alcor Vertriebs, Alcor Chemie and Ethyl (the "Product Marketing and

Sales Agreement"); and to add Noofot as a Party to the Product Marketing and

Sales Agreement.



         WHEREAS, governmental authorities in countries around the world have

promulgated laws and regulations which have effectively banned or severely

limited the amount of lead antiknock compounds which can be used in motor fuels

for health, safety and environmental reasons;



         WHEREAS, said governmental authorities have continued to take actions

and plan to take additional measures in the future to further reduce or

eliminate the amount of AK currently used in motor fuels;



         WHEREAS, because these actions have accelerated the reduction of demand

for AK, the product life of AK has been significantly reduced as a useful

additive in motor fuel;



         WHEREAS, as a result of these actions and other factors, it has and

will continue to become increasingly more expensive and inefficient to market

and to sell the ever decreasing amount of AK throughout the world as this

product reaches the end of its life cycle;



         WHEREAS, because of these and other factors, Noofot has entered into

that certain Marketing, Supply and Service Agreement with Veritel Chemicals

B.V., a company organized under the laws of The Netherlands ("Veritel"), and

General Innovative Investments N.V., a company organized under the laws of the

Netherlands Antilles ("GII"), as well as that certain Purchase and Sales

Commission Agreement with Veritel such agreement relating to the supply and

provision of services in the marketing and sale of AK under certain terms and

conditions;



         WHEREAS, Noofot has agreed to assign to Alcor in its entirety the

Marketing, Supply and Service Agreement, the Purchase and Sales Commission

Agreement, and all other agreements that Noofot has entered into effective as of

June 13, 2001;



         WHEREAS, Alcor and Ethyl believe that significant cost savings and

efficiencies and health, safety and environmental benefits can be realized by

entering into this Agreement to



{PAGE}



market and  promote  the sale and safe  distribution  of AK in certain  areas of

the world as the demand for AK  continues  to decline;



         NOW, THEREFORE, in consideration of the mutual covenants and promises

contained herein, the Parties agree as follows:



1.       Definitions

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



         As used in this Agreement, the following terms shall have the following

meanings:



         Affiliates of any Person shall mean any entity controlling, controlled

         by or under common control with such Person and in addition if such

         Person is a Party, any entity which succeeds to that portion of the

         business or ownership of the assets of that Party to which this

         Agreement pertains.



         Agreement shall mean this Amended and Restated Product Marketing and

         Sales Agreement.



         Agreement Activities shall mean all of the activities performed by the

         Parties pursuant to the terms of this Agreement. It is specifically

         agreed that the manufacture of Product is not one of the Agreement

         Activities.



         Agreement Proceeds shall mean the amount determined pursuant to

         Schedule B to this Agreement.



         Alcor shall mean individually and collectively Alcor Vertriebs and

         Alcor Chemie and their respective Affiliates.



         Bulk Distribution Agreement shall mean the Agreement for Bulk

         Transportation between The Associated Octel Company Limited and Ethyl

         Corporation, dated as of March 25, 1994, as amended.



         Bulk Distribution Services shall mean the bulk distribution services

         provided by Ethyl described in Paragraph 9(a) of this Agreement.



         Change of Control shall mean:



             (i)   the acquisition by an independent third party(ies) of

                   more than 50 percent of the outstanding voting stock

                   of Octel Corp, The Associated Octel Company Limited,

                   OBO Adler Company Limited, Alcor, Noofot, Ethyl

                   Corporation or Ethyl but excluding the formation of a

                   new holding company and inter-group reorganizations

                   so long as there is no change in the ultimate control

                   of the applicable company listed above; or



             (ii)  the  acquisition  by an  independent  third  party(ies)  of

                   substantially  all the AK  business  assets of Octel  Corp.,

                   The Associated Octel Company Limited, OBO Adler Company

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