AMENDMENT

                                    AMENDMENT

to the Amended and Restated JOINT VENTURE AGREEMENT

made between

Ecolab Inc., 000 Xxxxxxx Xxxxxx, Xx. Xxxx, XX 00000, XXX

                                                       - Ecolab -

and

Xxxxxx KGaA, Xxxxxxxxxxxxx 00, 00000 Xxxxxxxxxx, Xxxxxxxxxxx

                                                       - 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 to the end of any fiscal year of the
                  Venture. Within 90 days of receipt of a notice of a change in
                  auditors, the parties shall select a new auditor which shall
                  be reasonably acceptable to both parties. Any replacement
                  auditor selected by the parties shall serve beginning on the
                  first day of the fiscal year following notice, except that the
                  auditor being replaced shall complete the year-end audit for
                  the fiscal year just completed. Thereafter, any further
                  changes of the auditor shall be in accordance with the
                  procedures set forth in this Section. In the change and
                  selection of an auditor, the parties shall give due
                  consideration to the disruption and costs associated with
                  frequent changes in the auditor. Henkel and Ecolab shall cause
                  the Venture, for a transition period, to have a fiscal
                  year-end of 30 November for each year, and the Venture shall
                  not be permitted to alter such year-end; PROVIDED, HOWEVER,
                  that Henkel and Ecolab shall cause the Venture to change to a
                  fiscal year-end of 31 December upon Ecolab's reasonable
                  satisfaction that the Venture will be able to supply Ecolab
                  with information, in a timely fashion, in order to allow
                  Ecolab to comply with all Securities Exchange Commission
                  disclosure and other financial reporting requirements with the
                  Venture having a 31 December fiscal year-end.



2.       This Agreement is done in three (3) originals, one for each party and 
         one for the Joint Venture Henkel Ecolab.


St. Xxxx / Dusseldorf               13 June 1994



ECOLAB INC.                         XXXXXX KGaA
by

/s/ Xxxxxxx X. Xxxxxxx              /s/ Xx. Xxxxxxxxx         /s/ Xx. Xxxxxx
----------------------              -----------------         --------------
Xxxxxxx X. Xxxxxxx                  Xx. Xxxxxxxxx             Xx. Xxxxxx