Copyright Collateral Agreement

COPYRIGHT COLLATERAL AGREEMENT


This 24th day of February, 1998, Eagle-Picher Industries, Inc., an Ohio corporation ("Assignor") with its principal place of business and mailing address at 250 East Fifth Street, Cincinnati, Ohio 45202, in consideration of ten dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, assigns, mortgages and pledges to ABN AMRO Bank N.V., a bank organized under the laws of The Netherlands, acting as agent for the Secured Creditors under that certain Security Agreement referred to below, with its mailing address at 1325 Avenue of the Americas, New York, New York 10019, and its successors and assigns ("Assignee"), and grants to Assignee a continuing security interest in, the following property:


(i) Each copyright and copyright application listed on Schedule
A-1 hereto and all works of authorship and other intellectual property
rights therein; and


(ii) Each copyright license listed on Schedule A-2 hereto and all
royalties and other sums due or to become due under or in respect of
each such copyright license, together with the right to sue for and
collect all such royalties and other sums; and


(iii) All proceeds of the foregoing, including without limitation
any claim by Assignor against third parties for damages by reason of
past, present or future infringement of any copyright listed on Schedule
A-1 hereto or of any copyright licensed under a copyright license listed
on Schedule A-2 hereto, in each case together with the right to sue for
and collect said damages;


in each case, to secure performance of all Obligations of Assignor as set out in that certain Security Agreement bearing even date herewith by and between Assignor and Assignee (the "Agreement").


Assignor does hereby further acknowledge and affirm that the rights and remedies of Assignee with respect to the assignment, mortgage, pledge and security interest in the copyrights, copyright applications and copyright licenses made and granted hereby are more fully set forth in the Agreement, the terms and provisions of which are incorporated by reference herein as if fully set forth herein.


All terms defined in the Agreement, whether by reference or otherwise, when used herein, shall have their respective meanings set forth therein, unless the context requires otherwise.


IN WITNESS WHEREOF, Assignor has caused this Agreement to be duly executed as of the date and year last above written.


EAGLE-PICHER INDUSTRIES, INC.


(CORPORATE SEAL)


By /s/ ANDRIES RUIJSSENAARS
__________________________
Its President
______________________


ATTEST:
ANDRIES RUIJSSENAARS
---------------------------
(Type or Print Name)


/s/ JAMES A. RALSTON - ------------------------------- Its Secretary


ABN AMRO BANK N.V., as agent


/s/ JAMES A. RALSTON - ------------------------------- (Type or Print Name)


By /s/ GREGORY D. AMOROSO / /s/ PAUL WIDUCH
___________________________________
Its Group Vice President GVP
-------------------------------


GREGORY D. AMOROSO PAUL WIDUCH
-----------------------------------
(Type or Print Name)


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