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EXHIBIT 10.1
ZEMEX CORPORATION
AMENDMENT
TO
ZEMEX CORPORATION
1999 STOCK OPTION PLAN
Zemex Corporation (the "Corporation") hereby amends the terms of the
Zemex Corporation 1999 Stock Option Plan (the "Plan") as follows:
1. The reference to "272,543" in Section 4(1) of the Plan is replaced
by "372,543".
* * *
This Amendment was duly approved by the Board of Directors of the
Corporation on October 20, 1999.
/s/ Allen J. Palmiere
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Allen J. Palmiere
Vice President, Chief Financial
Officer and Corporate Secretary
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