<PAGE>

                           AMENDMENT

     This amendment applies to form 8-K filed February 7th, 1994.
In the original filing, the attachment called "ASSET PURCHASE AGREEMENT"
should have been labeled and referred to as "EXHIBIT 2".


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                                                           Exhibit 2

    

                    ASSET PURCHASE AGREEMENT 




                            BETWEEN 

                  HALLIBURTON NUS CORPORATION, 

                 RESOURCES CONSERVATION COMPANY 

                               AND 

            RESOURCES CONSERVATION CO. INTERNATIONAL 




                               AND 




                      IONICS, INCORPORATED 





                        DECEMBER 30, 1993 



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