AGREEMENT, dated as of February 1, 1998, between KMG CHEMICALS, INC., a Texas corporation (the
"Company"), with an office at 10611 Harwin, Suite 402, Houston, Texas 77036 and BOBBY D. GODFREY
("Executive"), with an address at 27206 Wells Lane, Conroe, Texas 77385.
W I T N E S S E T H :
WHEREAS, the Company wishes to continue to employ the Executive to perform executive and other services
for the Company and its subsidiaries, and the Executive wishes to accept such employment, all on the terms and
conditions set forth below;
NOW, THEREFORE, in consideration of the mutual obligations herein set forth, the parties agree as follows:
1. EMPLOYMENT. The Company hereby employs the Executive for the term of this Agreement to serve as
Vice President of the Company, and the Executive hereby accepts such employment, on the terms and conditions
set forth in this Agreement.
2. TERM. The term of this Agreement shall be for the period commencing on the date hereof and ending
December 31, 2004, subject to earlier termination as provided herein.
(a) The Executive shall continue to perform such duties of an executive nature for the Company and its
subsidiaries as he shall have performed heretofore or as may otherwise be assigned to him from time to time by
the President of the Company. The Executive shall serve the Company and its subsidiaries faithfully and to the
best of his ability and shall devote his full business time and attention to the affairs of the Company and its
subsidiaries, subject to reasonable absences for vacation and illness in accordance with then current Company
policy and subject to the flex time arrangement currently approved by the President. The Executive shall be
subject at all times to the direction and control of the President. The Executive shall give the President periodic
reports on and keep him informed on a current basis concerning the business affairs of the Company.
(b) The headquarters for the performance of the Executive's servic