Amended And Restated Joint Venture Agreement

AMENDMENT


to the Amended and Restated JOINT VENTURE AGREEMENT


made between


Ecolab Inc., 370 Wabasha Street, St. Paul, MN 55102, USA


- Ecolab -


and


Henkel KGaA, Henkelstrasse 67, 40191 Dusseldorf, Deutschland


- Henkel -


1. Section 6.02(a) of the Amended and Restated Joint Venture Agreement
dated 26 June 1991, shall be deleted in its entirety and the following
paragraph substituted in its place.


6.02 AUDITING, ACCOUNTING SYSTEM, INSPECTION AND INFORMATION; FINANCIAL
POLICIES.


(a) The auditors for the Venture shall be KPMG for an initial term
ending on 30 November 1995. After this initial term for KPMG,
either party may cause a change in the auditors for the
Venture by providing written notice to the other party at
least six months prior ...