<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

                                                                   EXHIBIT 10.19

**Confidential portions of this Exhibit have been omitted pursuant to the Rules
and Regulations of the Securities and Exchange Commission. The symbol "[+++++]"
has been used to identify information which is the subject of a Confidential
Treatment Request.**


                      SHELL TRADING INTERNATIONAL LIMITED


                                      AND


                       ICI CHEMICALS & POLYMERS LIMITED



                               SUPPLY AGREEMENT
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

                               TABLE OF CONTENTS


1.   SUPPLY..................................................................  1

2.   QUANTITIES..............................................................  2

3.   QUALITY.................................................................  4

4.   METHOD AND RATE OF SUPPLY...............................................  6

5.   ICI FACILITIES..........................................................  7

6.   NOMINATION..............................................................  8

7.   VOLUMES AND LOGISTICS................................................... 11

8.   PRICES.................................................................. 11

9.   QUARTERLY QUALITY AND QUANTITY RECONCILIATION........................... 15

10.  MEASUREMENT, SAMPLING AND TESTING....................................... 18

11.  RISK AND TITLE.......................................................... 21

12.  SHIPPING RISKS.......................................................... 21

13.  COMMENCEMENT AND DURATION............................................... 22

14.  INVOICING AND PAYMENT................................................... 24

15.  TAXES AND DUTIES........................................................ 26

16.  ASSIGNMENT/CHANGE OF REFINERY OWNERSHIP................................. 27

17.  LIABILITIES............................................................. 27

18.  EXCLUSION OF WARRANTIES/PROVISION OF PRODUCT SAFETY DATA SHEETS......... 30


                                      -i-
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

19.  DISCHARGE CONDITIONS AND DEMURRAGE...................................... 30

20.  FORCE MAJEURE........................................................... 33

21.  APPLICABLE LAW, ARBITRATION AND EXPERT.................................. 35

22.  ADDITIONAL CONDITIONS................................................... 36

23.  NEW AND CHANGED REGULATIONS............................................. 37

24.  NOTICES................................................................. 38

25.  COSTS................................................................... 38

26.  GENERAL................................................................. 39

27.  WARRANTY OF STASCO...................................................... 40

28.  DEFINITIONS............................................................. 40


     APPENDIX 1:    SPECIFICATION OF STIL PRODUCTS
     APPENDIX 2:    OPTIMIX A AND B
     APPENDIX 3:    SPECIFICATION OF ICI PRODUCTS
     APPENDIX 4:    PRODUCT TOLERANCES PER CARGO
     APPENDIX 5:    RECONCILIATION PROCESS
     APPENDIX 6:    EXAMPLE OF THE NOMINATION PROCESS
     APPENDIX 7A:   EXAMPLE OF THE RECONCILIATION PROCESS
     APPENDIX 7B:   'Q4'99 RECONCILIATION PROCESS
     APPENDIX 7C:   'TERMINATION RECONCILIATION PROCESS' (EXAMPLE)
     APPENDIX 8A:   NAPTHA AND PUL PRICE PUBLICATION (EXAMPLE)
     APPENDIX 8B:   BENZENE, TOLUENE, XYLENE PRICE PUBLICATION (EXAMPLE)
     APPENDIX 8C:   ETHYLENE PRICE PUBLICATION (EXAMPLE)


                                     -ii-
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

                      SHELL TRADING INTERNATIONAL LIMITED
                                      AND
                       ICI CHEMICALS & POLYMERS LIMITED

                               SUPPLY AGREEMENT



 1.  SUPPLY

     Shell International Trading and Shipping Company Limited whose registered
     office is at Shell Max House, London, WC2R OZA ("STASCO") for and on behalf
     of Shell Trading International Limited whom registered office is at Shall
     Centre, London SEI 7NA ("STIL") hereby agrees to sell to ICI Chemi  cals &
     Polymers Limited whose registered office is at The Heath, Runcorn,
     Cheshire, WA7 4QF ("ICI") and ICI hereby agrees to buy from STIL the
     following products (hereinafter referred to as "STIL Products"), in the
     quantities and subject to the qualities as set forth in this Agreement:


     (i)    Reformate from refineries owned or operated by companies affiliated
            with STIL, including but not limited to:
            1.  [+++++]
            2.  [+++++]
            3.  [+++++]


     (ii)   Benzene/Toluene Heart-cut from refineries owned or operated by
            companies affiliated with STIL, including but not limited to:
            1.  [+++++]


     (iii)  Benzene Heart-cut from refineries, owned or operated by companies
            affiliated with STIL, including but not limited to:
            1.  [+++++]


     (iv)   Reformate, Benzene/Toluene Heart-cut and Benzene Heart-cut from
            other sources to be approved by ICI

     Additionally, ICI hereby agrees to sell to STIL and STIL hereby agrees to
     buy from ICI, ICI's entire production stream of the following products from
     ICI's
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

     North Tees Works (hereinafter referred to as "ICI Products"), subject to
     the qualities and limitations in the quantities as set forth in this
     Agreement:

     (i)    C9 Aromatics

     (ii)   Splitter Heavy Reject Stream

     Further, the parties may in the future agree the sale by ICI to STIL, FOB
     at ICI's jetty at Teesside, of Raffinate (non-aromatic C5/C6 cut), pygas,
     naphtha and other streams in such volumes and upon such terms and
     conditions as shall be agreed in writing.


 2.  QUANTITIES

     a)     Quantity of STIL Products Purchased
            The quantity of STIL Products purchased by ICI hereunder shall be
            the quantity of STIL Products [+++++] and measured in accordance
            with the latest versions of ASTM Standards and API Manual of
            Petroleum Measurement Standards (MPMS) generally accepted in the
            petroleum industry.

     b)     Minimum Quantities
            Due to the nature of shipping in bulk, it is expected by the parties
            that STIL will not deliver products in the same quantity or
            proportion [+++++] However, except as set forth below, STIL shall
            schedule and deliver sufficient quantities of STIL Products during
            each month such that [+++++]

     c)     Excess Quantities Delivered
            STIL may, but shall not be obligated to, deliver quantities [+++++]
            and ICI shall purchase and pay for such STIL Products, provided that
            ICI shall not be required to pay for such products until the date
            provided for in Clauses 13 f) and 14 and further provided that ICI
            is able to accept the additional product within the storage
            facilities dedicated to STIL Products under this Agreement or, to
            the extent that it does not jeopardize normal operations, ICI's
            other storage capabilities, subject nevertheless to the provisions
            stated in the second paragraph of Clause 5 a).


                                       2
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

     d)     Quantities of ICI Products
            Subject to the STIL Quarterly Product Stream Notification (as
            referred to in Clause 6 c) meeting the Optimix composition for C9s
            and C10s, as set forth in Appendix 2, the maximum quantity of ICI
            Products shall be:

            Product             Maximum in thousand tonnes per annum
            [+++++]             [+++++]

            [+++++]             [+++++]

            STIL shall schedule and take delivery of the ICI Products on a
            reasonably regular basis and in a manner which can reasonably be
            anticipated will avoid there being any constraint to ICI's
            manufacturing process, provided that it shall not be required to
            take product on other than a backhaul basis.


     e)     Initial Purchase of Tank Heels
            ICI agrees to purchase and pay by [+++++] representing the Tank
            Heels. The pricing month shall be [+++++] If STIL fails to deliver
            the Tank Heels without default of ICI, the payment shall take place
            as set forth in Clause 14 a) on or prior to [+++++] and the pricing
            month shall be the month of delivery.

            The Tank Heels for each tank shall be as set forth below:

            Tank        Tank Heel Quantity      Product

            N3018F      [+++++]                 Heavy reformate

            F8/002      [+++++]                 Heavy reformate

            F8/001      [+++++]                 Light reformate

            N3000F      [+++++]                 Light reformate

            F8/003      [+++++]                 Heart-cuts


                                       3
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

            Heavy reformat refers to full-range reformates from [+++++] and
            [+++++]
            Light reformate refers to reformate from [+++++]
            Heart-cuts refers to Benzene/Toluene Heart-cut and Benzene Heart-cut
            from [+++++] and [+++++] and traded heart-cuts.


     f)     Tank Stock
            Subject to the availability of the relevant tanks and no later than
            40 days after the Stock Build Date as defined in Clause 13 d), the
            minimum individual stocks of reformates and Heart-cuts in the tanks
            "Minimum Operating Stock") shall, subject to the other provisions of
            this Agreement, be:

            (i)   Reformate            [+++++]
            (ii)  Heart-cuts           [+++++]

            Following the service of any notice to terminate this Agreement, ICI
            may by notes to STIL reduce the level of [+++++] Upon giving such
            notice the provisions of Clause 2 c) shall cease to apply.


 3.  QUALITY

     a)     Deliveries from STIL

            (i) Supply Points
            Each supply point (refinery) other than those specified herein shall
            be subject to initial approval of ICI. Details of any intended
            supply point which is not described herein shall be submitted to ICI
            by STIL and ICI shall notify STIL that it either approves or
            disapproves such supply point within 3 working days after request
            from STIL. ICI shall not unreasonably withhold approval of such
            supply point. A failure by ICI to disapprove such supply point
            within 3 working days shall be deemed approval by ICI of such supply
            point. If ICI shall disapprove such supply point, it shall within 10
            working days from STIL's re quest for approval, include in its
            notice of disapproval its full rationale for disapproving such
            supply point.


                                       4
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

            (ii) Product Specifications
            The STIL Products shall upon delivery, unless otherwise agreed by
            ICI, meet the specifications set forth in Appendix 1, as amended
            from time to time, if and as other supply points are added.


            (iii) Product Tolerances
            Any delivery under this Agreement shall be made under the prevailing
            Quarterly Composition of the Product Streams (referred to in Clause
            6c). The measured content of Benzene, Toluene and Xylenes for each
            cargo shall fall within the Product Tolerances set forth in Appendix
            4. ICI may decline to accept any cargo for which the measured
            content for Benzene, Toluene or Xylenes falls outside the Product
            Tolerances set forth in Appendix 4 based upon the prevailing
            Quarterly Composition of the Product Streams.

     b)     Deliveries from ICI
            The ICI Products shall upon delivery, unless otherwise agreed by
            STIL, meet the specifications set forth in Appendix 3.


 4.  METHOD AND RATE OF SUPPLY

     a)     STIL Products
            STIL Products shall be delivered ex-ship at ICI's North Tees Works,
            England. For each delivery of STIL Products supplied under this
            Agreement the parties shall agree a loading date range from which an
            estimate may be made of the discharge date range. It is understood
            that any loading date range for the STIL Products (and hence
            estimated discharge date range) is always subject to change in which
            case STIL will advise ICI promptly (and in any event prior to
            completion of loading) of such changes. Subject to the provisions of
            Clauses 2b, 7 and 20 of this Agreement, nothing in this Agreement
            shall be construed as imposing on STIL an obligation to deliver the
            STIL Product within a particular date range at the place of
            delivery. All vessels used by STIL to deliver STIL Products and/or
            to take ICI Products shall be subject to approval by ICI (such
            approval not to be unreasonably withheld). STIL shall have the right
            to substitute prod-


                                       5
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          uct (so long as it otherwise meets the requirements of this Agreement)
          to be shipped in such vessels at its sole discretion.


          The STIL Products delivered to ICI shall unless otherwise agreed be
          in:
          (i)   [+++++] for reformates and
          (ii)  [+++++] for Benzene Heartcut and Benzene/Toluene heartcut.

     b)   ICI Products
          ICI Products shall be delivered FOB STIL's vessel at ICI's North Tees
          Works, England.  Subject to the provisions of Clause 2d), for each
          delivery of ICI Products supplied under this Agreement the parties
          shall agree a loading date range.
          In order to allow STIL a backhaul freight optimisation, ICI will load
          [+++++] on to the vessels provided and agreed between the parties for
          this purpose.


 5.  ICI FACILITIES

     a)   Minimum Storage Capacity for STIL Products
          Other than as provided under Clause 13 d) herein ICI agrees to provide
          at all times during the term of this Agreement the following minimum
          storage capacity for the storage of STIL Products located in
          reasonable proximity to ICI's jetties at its North Tees Works, England
          (hereinafter referred to as "ICI Storage Tanks"):

          Tank          Capacity ([+++++])

          N3018F        [+++++]

          F8/002        [+++++]

          F8/001        [+++++]

          N3000F        [+++++]

          F8/003        [+++++]


                                       6
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          The above tankage capacity shall be maintained all at times by ICI.
          Additional tankage may be provided by ICI at the request of STIL, such
          provision to be agreed between the parties.
          ICI shall have the right to perform required maintenance an any
          storage tanks and production facilities. In such an event the parties
          shall use reasonable endeavors to mitigate the effect of such
          maintenance, provided always that ICI must make available other
          storage capacity in substitution for tanks N3018F/ F8/003 in respect
          of the [+++++]and [+++++] streams of STIL Products.
          ICI may at any time provide substitute storage tanks with the prior
          approval of STIL, such approval not to be unreasonably withheld.

     b)   Minimum Storage Capacity for ICI Products
          ICI shall provide at all times during the term of this Agreement the
          following minimum storage capacity for the storage of ICI Products to
          be delivered to STIL located in reasonable proximity to ICI's jetties
          at North Tees Works, England.

          Tank          Capacity ( [+++++])

          N2782F        [+++++]

          N2783F        [+++++]

          ICI may at any time provide substitute storage tanks with the prior
          approval of STIL, such approval not to be unreasonably withheld.


     c)   Loading and Unloading Facilities
          ICI shall arrange for all vessels to be discharged and/or loaded as
          expeditiously as possible. ICI shall at all material times and at
          their own expense provide and maintain or cause to be provided and
          maintained in good working order all necessary flexible hoses,
          connections, pipelines, tankage facilities and other accommodation for
          discharge and/or loading of the products from and/or to the vessel.


 6.  NOMINATION


                                       7
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

     a)   Optimix Notification
          On or before the 35th calendar day prior to the commencement of each
          quarter, ICI shall notify STIL as to whether it is electing to be
          supplied under the OPTIMIX Mode A nomination or OPTIMIX Mode B1 or
          OPTIMIX Mode B2 nomination procedure. Optimix A, Optimix B1 and
          Optimix B2 qualities are fully defined in Appendix 2. ICI shall not be
          entitled to nominate Optimix Mode B2 for more than two calendar
          quarters in any twelve month period but shall otherwise be free to
          nominate the mode of supply without restriction.

     b)   Quarterly Volume Optimix Nomination
          On or before the 35th calendar day prior to the commencement of each
          quarter, ICI shall notify STIL [+++++] of Optimix A or B1 OR B2 as
          appropriate for the quarter. The nominated range shall fall within the
          following minimum and maximum limits:

          Optimix A:            [+++++]
          Optimix B1 or B2:     [+++++]

     c)   Quarterly Product Stream Quality Notification
          On or before the 30/th/ calendar day prior to the commencement of each
          quarter, STIL shall notify ICI of the intended quantity and quality
          composition of the Product Streams to be delivered to ICI ("Quarterly
          Composition of the Product Streams") and shall demonstrate that these
          shall be capable of complying with the nominated Optimix quality
          requirements for the following quarter. ICI shall have two working
          days after receipt to notify STIL of any defect in the mathematical
          calculation and the parties shall immediately consult to resolve any
          such defect. If no agreement is reached (such agreement not to be
          unreasonably withheld) then STIL shall deliver or otherwise make
          available the last agreed quality composition of the Product Streams
          until a new agreement is reached or at the request of either party,
          the issue may be submitted to an expert under Clause 21 C) for
          resolution. For the avoidance of doubt, such submission shall not
          relieve the parties of their respective obligations to deliver and
          take products under this Agreement. The Quarterly Composition of the
          Product shall specify the estimated content of the following
          components: Benzene, Toluene, Xylene, Ethytbensene, C9s and C10s for
          each of the products and each of the supply points.


                                       8
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          However, if as a result of the foregoing provisions, ICI is required
          to process a higher proportion of Heavy reformate as opposed to Light
          reformate than that set out in Appendix 2, then STIL will reimburse to
          ICI any additional costs (energy) reasonably incurred by ICI.


     d)   Estimated Monthly Optimix Nomination
          On or before the 35/th/ calendar day prior to the commencement of each
          month, ICI shall notify to STIL [+++++] being the estimated quantity
          of Optimix A or B1 or B2 as appropriate to be delivered under this
          Agreement ("Estimated Monthly Nominated Quantity").  The nominated
          range shall fall within the following minimum and maximum limits as
          appropriate for Optimix A or B1 or B2.

          Optimix A             [+++++]
          Optimix B1 or B2      [+++++]

          The mid-point of the Estimated Monthly Nominated Quantity shall
          additionally be within [+++++] Estimated Quarterly Nominated Quantity
          for the quarter in which the month falls, unless otherwise mutually
          agreed.


     e)   Final Monthly Optimix Nomination
          On or before the 5/th/ calendar day prior to the commencement of each
          month, ICI shall notify STIL of the required quantity of Optimix to be
          delivered under this Agreement ("Nominated Optimix Quantity"). The
          Nominated Quantity shall be within the range of the Estimated Monthly
          Nominated Quantity previously nominated for the month in accordance
          with Clause 6 d) above.

     f)   Yearly Product Nomination
          ICI shall ensure that in any 12 month period starting from the Com
          mencement Date or anniversary thereof the sum of the Monthly Optimix
          Nominated Quantity for the 12 month period [+++++]

     g)   Monthly STIL Product Nomination


                                       9
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          Within 3 working days after receipt of the Nominated Optimix Quantity,
          STIL (or its nominees) shall notify ICI of the quantities of STIL
          Products that STIL will schedule to deliver or otherwise have
          available to ICI during the month of nomination which shall provide
          the product pursuant to the Quarterly Composition of the Product
          Streams ("STIL Products Nomination"). ICI shall have one working day
          after receipt to notify STIL of any defect in the mathematical
          calculation and the parties shall immediately consult to resolve any
          such defect. If no agreement is reached before the commencement of the
          month (such agreement not to be unreasonably withheld), then STIL
          shall deliver or otherwise make available the STIL Products
          Nomination, within the tolerances set out in Appendix 4 based upon the
          prevailing Quarterly Composition of the Product Streams and any
          adjustments shall be resolved through the reconciliation process as
          set out in Clause 9.


     h)   Monthly STIL Product Availability
          On or before the 5/th/ calendar day prior to the commencement of each
          month, ICI shall notify STIL of the quantity of ICI Products likely to
          be available for export to STIL under this Agreement, which [+++++]
          set forth in Clause 2 d) of this Agreement.  The availability of ICI
          Products is determined by [+++++]


 7.  VOLUMES AND LOGISTICS

     a)   STIL (or its nominees) and ICI will arrange cargo scheduling jointly
          to ensure smooth logistics in line with ICI's storage capacities. Each
          party will nominate an individual to coordinate logistics.

     b)   ICI shall provide to the person nominated by STIL (or its nominees)
          daily tank readings of each of the ICI Storage Tanks and shall, upon
          request, provide access to the ICI Storage Tanks at any reasonable
          time to any representative designated by STIL for purposes associated
          with this agreement.


 8.  PRICES
     a)   The delivered prices for the STIL Products shall be:


                                      10
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          The Benzene Heart-cut price per metric tonne
          [+++++]

          The Benzene/Toluene Heart-cut price per metric tonne
          [+++++]

          The Reformate price P(R) per metric tonne
          [+++++]


     b)   Prices for the ICI Products - P (C9) and P (SHR) - per metric tonne
          shall be as follows:
          [+++++]

     c)   Price for Ethylbenzene per metric tonne for reconciliation purposes
          shall be as follows:
          [+++++]

     d)   Price for Xylene (Virgin) for reconciliation purposes shall be [+++++]

     e)   The above symbols shall have the following meaning:

          P(Bz)  =  [+++++]
          P(Tol) =  [+++++]
          P(R)   =  [+++++]
          P(C9)  =  [+++++]
          P(SHR) =  [+++++]
          P(N)   =  [+++++]
          P(PUL) =  [+++++]
          P(Eth) =  [+++++]
          P(EB)  =  [+++++]

     f)   The price formulas set forth in paragraphs a) and b) above shall be
          [+++++]

     g)   The price shall be calculated to three (3) decimal places and the
          following arithmetic rules shall be applied to do this:


                                      11
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          (i)   If the fourth decimal place is five (5) or greater than five (5)
                then the third decimal place shall be rounded up to the next
                digit.

          (ii)  If the fourth decimal place is four (4) or less than four (4)
                then the third decimal place will be unchanged.


     h)   In the event that any index referenced in this Agreement (including
          any exhibits thereto) ceases to be published or if the publisher
          changes quotation criteria, the parties shall meet to discuss an
          alternative index which most closely replaces the index as it is
          published on the date this Agreement is executed. If the parties fail
          to agree within 30 days after either party notifies the other party,
          the issue shall be submitted to an expert in accordance with Clause 21
          c) of this Agreement. To assist the expert in such determination, each
          party shall submit one, and only one, proposed replacement index and
          the expert shall determine which of the two proposed indexes most
          closely approximates the index which is changed or no longer
          published.

 9.  QUARTERLY QUALITY AND QUANTITY RECONCILIATION

     a)   Quarterly Reconciliation
          There will be a quarterly reconciliation and quantity and quality for
          the purpose of reconciling the actual quantity and quality of product
          consumed or lost by ICI as against the quantity of product nominated
          by ICI. Reconciliation takes place once every quarter, however within
          the reconciliation process the quantity reconciliation reference
          period is the month and the quality reconciliation reference period is
          the quarter.

     b)   ICI will declare the reconciliation payment due (from STIL to ICI, or
          from ICI to STIL as the case may be) for any quarter to STIL on or
          before the 10/th/ day of the first month following that quarter. This
          declaration ('Quarterly Reconciliation Declaration') will include:

          (i)    Declaration of quantities consumed or lost during the quarter
          (ii)   Declaration of reconciliation payment required for quantity
          (iii)  Declaration of reconciliation payment required for quality
          (iv)   Declaration of total reconciliation payment due


                                      12
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          (v)    Details of calculations used to compute the reconciliation
                 payment due

          The reconciliation payment will be referred to as the 'Total
          Reconciliation Payment'.

     c)   Any reconciliation payment shall be made [+++++] the period of
          reconciliation.

     d)   The financial reconciliation involves three steps designed to
          calculate the payment due for the Net Amount Utilised during the
          previous calendar quarter:

          (i)    Quantity reconciliation -- calculating the 'Quantity
                 Reconciliation Payment'
          (ii)   Quality reconciliation -- calculating the 'Quality
                 Reconciliation Payment'
          (iii)  Overall financial reconciliation -- calculating the "Total
                 Reconciliation Payment'
          The total financial amount generated by those three steps represents
          the reconciliation payment in its entirety.


     e)   Process
          ICI will maintain a database of daily and cumulative delivery
          (quantity and quality); and daily consumption and loss. The data will
          be based on the following sources:

          (i)    Delivery data: based on the Certificate of Quantity and
                 Quality.
          (ii)   Consumption and loss: calculated an a daily basis based on:
                 daily stock deltas based on ICI daily stock dip; and quantity
                 and quality of products discharged, determined by the
                 Certificate of Quantity and Quality
          This database will be used to calculate the actual quantity and
          quality of the Net Amount Utilised during the quarter. Main outputs
          will be monthly and quarterly quantities of the Net Amount Utilised,
          and cumulative quality of material delivered in the quarter
          ('Quarterly Quality') on FIFO (First In First Out) basis as described
          in Clause 9 g)

                                      13
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          of this Agreement. The data will be kept substantially in the format
          set out in Appendix 7a.


     f)   The Quantity Reconciliation Process
          The quantity reconciliation payment is the difference between the
          amount invoiced for the quarter, and the value of the Net Amount
          Utilised during the quarter. The value of the Net Amount Utilised
          during each month shall be determined by multiplying the prices for
          the nominated Optimix quality during the same month (in accordance
          with Appendix 2); and Net Amount Utilised during each month (as
          calculated from the ICI database detailed in Clause 9 e) above, and
          declared in the Quarterly Reconciliation Declaration). These monthly
          values of the Net Amount Utilised shall then be summed to give the
          quantity reconciliation value during the quarter.

     g)   The Quality Reconciliation Process
          The quality used during the quarter shall be determined on the basis
          of FIFO, the product shall be deemed to be removed from the storage
          tanks in the same order in which that product was delivered into those
          tanks (including any product carried forward from the previous
          quarter). Any product for which payment was not made by ICI during the
          quarter shall be carried forward into the next quarter.
          The quality is determined by the [+++++] For each component, the
          difference between the content for the nominated Optimix quality, and
          its content in the Net Amount Utilised in the quarter, is [+++++]
          [+++++]

          to give a reconciliation payment for each component. The
          reconciliation payments for each of the four components are then
          summed to give the quality reconciliation payment.

     h)   The Overall Financial Reconciliation

          The 'Total Reconciliation Payment' is determined by the sum of the
          Quantity Reconciliation Payment and the Quality Reconciliation
          Payment.  These payments are defined in the sections above.

     i)   The detailed methodology is defined in Appendix 5.


                                      14
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          Each calculation to be made under this Clause 9 shall be calculated to
          two (2) decimal places and the following arithmetic rules shall be
          applied to do this:

          (i)    If the third decimal place is five (5) or greater than five (5)
                 then the third decimal place shall be rounded up to the next
                 digit.

          (ii)   If the third decimal place is four (4) or less then four (4)
                 then the third decimal place will be unchanged.


     j)   Any dispute between the parties arising under this Clause 9 shall be
          referred to an expert for determination pursuant to Clause 21 c) of
          this Agreement



 10. MEASUREMENT, SAMPLING AND TESTING

     a)   The quantity of STIL Product discharged and ICI Product loaded shall
          be that discharged or loaded at the place of delivery and shall be
          based on North Tees Works port meter measurements in accordance with
          API MPMS Chapter 5 or in the absence of port meters, the meters of any
          delivering or receiving vessels. Meters shall be proved on each
          delivery in accordance with API MPMS Chapter 4, except as set forth
          below.

     b)   The quantity and quality of products shall be determined at the place
          of delivery by an independent Inspector instructed in accordance with
          the Agreement and who is satisfactory to both ICI and STIL. Unless
          otherwise agreed STIL will appoint and instruct the Inspector and the
          charges of the Inspector to so act shall be shared equally between ICI
          and STIL. Any charges of the Inspector for performing duties not
          specified in the Agreement will be for the account of the party so
          instructing the Inspector.

     c)   The Inspector shall be instructed to issue and send a telex, cable or
          facsimile showing the quantity and quality of products discharged
          and/or loaded to STIL and ICI immediately upon completion of


                                      15
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          discharge or loading of the products and then issue, sign and send the
          Certificate of Quantity and Quality showing the quantity and quality
          of products to ICI and STIL as soon as possible thereafter. The
          Certificate of Quantity and Quality issued shall state the methodology
          and show the calculations used to determine the quantity and quality
          of products.

     d)   The results of measurement, sampling and testing as evidenced by the
          Inspector's certificate shall, for the purposes of this Agreement, be
          treated as conclusive as to the quantity and quality of products dis
          charged or loaded, save for fraud or manifest error.

     e)   ICI shall ensure that both the Inspector and STIL's representative has
          full access to any part of the products handling or storage facilities
          deemed necessary by the Inspector or STIL's representative in order to
          determine the quantity and quality of the products discharged or
          loaded. The Inspector shall take and retain two sealed, labelled and
          dated samples from vessel tanks, discharging or loading line and
          receiving tanks for each grade of products delivered under this
          Agreement.

     f)   On every occasion the Inspector takes any other samples in accordance
          with the methodology and procedures described in this Agreement, the
          Inspector shall take two further samples which shall be sealed,
          labelled, dated and retained. STIL, ICI or their respective
          representatives may instruct the Inspector to take and retain other
          samples. The Inspector shall be instructed to retain samples for at
          least 90 days from completion of discharge or loading date and may be
          instructed to retain them for a longer period by ICI or STIL or their
          respective representatives.

     g)   ICI will give or will procure that STIL's representative and the
          Inspector are given full access to and copies of the latest records
          covering the maintenance, calibration and proving of all equipment
          used to determine the quantity of products discharged or loaded in
          order to record that such equipment is in the opinion of the Inspector
          and STIL's representative in a suitable condition to determine
          accurately the quantity of Products discharged or loaded.


                                      16
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

     h)   For products delivered from STIL's vessel directly into static shore
          tanks (that is shore tanks to or from which no products are being
          pumped other than the products being delivered under this Agreement)
          and where metering facilities are not available, or where in the
          opinion of the Inspector the meter did not perform in accordance with
          API MPMS Chapter 5, or where the meters were not proven for that
          delivery in accordance with API MPMS Chapter 4, the quantity of
          products shall be based on discharge port shore tank gaugings in
          accordance with API MPMS Chapter 3.

          For ICI Products delivered to STIL's vessel directly from ICI's static
          shore tanks (that is shore tanks to or from which no products are
          being pumped other than the products being delivered under this
          Agreement) and metering facilities are not available, or where in the
          opinion of the Inspector the meter did not perform in accordance with
          API MPMS Chapter 5, or where the meters were not proven for that
          delivery in accordance with API MPMS Chapter 4, the quantity of
          products shall be based on loading port shore tank gaugings in
          accordance with API MPMS Chapter 3.

     i)   For products delivered from STIL's vessel directly into active shore
          tanks (shore tanks where products are being pumped out of the tank
          during delivery hereunder) and where no correctly functioning or
          proven discharge port meters are available in accordance with Clause
          10(a) above, the quantity of products shall be that determined at the
          load part as evidenced by certificates of quantity (or bills of lading
          where certificates of quantity are not available) and in accordance
          with measurement, sampling and testing used at the load port. The
          Inspector will be instructed to indicate on the documents showing the
          quantity of products issued under Clause 10(c) that the products were
          delivered into active shore tanks.

     j)   For products delivered to STIL's vessel directly from active shore
          tanks (shore tanks where products are being pumped out of the tank
          during delivery hereunder) and where no correctly functioning or
          proven loading part meters are available in accordance with Clause
          10(a) above, then the quantity of products shall be that determined at
          the discharge port as evidenced by certificates of quantity (or bills
          of lading where certificates of quantity are not available) and in
          accordance with measurement, sampling and testing used at the


                                      17
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          discharge port. The Inspector will be instructed to indicate on the
          documents showing the quantity of products issued under Clause 10(c)
          that the products were delivered from active shore tanks.

     k)   Temperature measurements shall be taken by manual measurement of shore
          tanks in accordance with API MPMS Chapter 7. Where metering facilities
          are used for quantity determination, temperature measurement shall be
          taken at the metering manifold using integral temperature compensators
          or by manually integrating temperature over the discharge or loading.

          The quantity of products shall be adjusted to volume at 60F in
          accordance with Table Number 6A of ASTM-IP Petroleum Measurement
          Tables (ASTM designation D-1250. IP designation 200) or such other
          measure as determined in a definitive agreement.


 11. RISK AND TITLE

     a)   The STIL Products delivered under this Agreement shall be at the risk
          of, and the property in the STIL Products shall pass to ICI as soon as
          they pass the vessel's permanent hose connection at ICI's North Tees
          Works, England. Any loss of or damage to the STIL Products during
          discharge shall, unless caused by the vessel or her officers or crew,
          be for the account of ICI.

     b)   The ICI Products delivered under this Agreement shall be at the risk
          of, and the property in the ICI Products shall pass to STIL as soon as
          they pass the vessel's permanent hose connection at ICI's North Tees
          Works, England. Any loss of or damage to the ICI Products during
          loading shall, unless caused by the terminal or any shore facilities
          or personnel, be for the account of STIL.


 12. SHIPPING RISKS

     a)   If and so long as voyages to any of the ports of loading or discharge
          under this Agreement in each case within CWE or any sea areas through
          which the vessel has to travel in performance of this Agreement, incur
          additional insurance or war risk insurance premiums


                                      18
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

     in excess of those prevailing at the date of this Agreement for either
     vessel's hull and machinery or cargo or both, the cost of such additional
     insurance and/or additional premiums for each delivery of STIL Products
     shall be shared equally by ICI and STIL in addition to the price stipulated
     in this Agreement. In all cases outside CWE, such cost shall be borne by
     STIL.

     b)   STIL reserve the right to refuse at any time:
          (i)  to direct any vessel to undertake or to complete such a voyage to
               the intended port of discharge if such vessel is required in
               performance of this Agreement.
               a) to transit or to proceed or to remain in waters so that the
                  vessel concerned would be involved in a breach of the
                  Institute of London Underwriters Warranties or, in STIL's
                  reasonable opinion, risk to its safety or risk of ice damage;
                  or
               b) to transit or to proceed to or to remain in waters where there
                  is war (de facto or de lure) or threat thereof; or
          (ii) to direct any vessel to undertake a voyage to the intended
               destination if such vessel is required in performance of the
               terms of this Agreement to transit waters which, in STIL's
               reasonable opinion, would involve abnormal risk or delay.

     c)   If ICI requests and STIL agrees to direct a vessel to undertake or to
          complete a voyage as referred to in Clause 12 b) (a) above then ICI
          undertakes to reimburse STIL in addition to the price for each supply
          of STIL Products as provided in this Agreement for costs to STIL of
          any additional insurance premiums and any other sums that STIL is
          required to pay to vessel owners including but not limited to any sums
          in respect of any amounts deductible under vessel owners' insurance
          and any other costs and or expenses incurred by STIL.


 13. COMMENCEMENT AND DURATION

     a)   This Agreement shall commence on the 1/st/ October 1999 (the
          "Commencement Date"), however, during the period 1/st/ October 1999 to
          31/st/ December 1999, an interim agreement shall apply as set forth in
          Clause 13 c), d) and e) below.


                                      19
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

     b)   This Agreement shall continue until terminated by either party giving
          not less than 12 months' notice, notice not to be given before 1
          October 2000.

     c)   ICI shall notify the Optimix quality and nominate the Optimix quantity
          for the fourth quarter of [+++++] prior to [+++++] STIL shall invoice
          the [+++++] The Optimix quality shall apply for invoicing purposes to
          [+++++] The nomination will include the pre-deliveries. The invoice
          for the first quarter of this Agreement shall exclude predeliveries
          for which payment was made by ICI.

     d)   ICI shall give STIL access to Tank Stocks storage capacity before the
          Commencement Date as defined herein. ICI shall indicate by [+++++] the
          earliest date from which STIL will be able to deliver the first
          quantities of STIL Products (the "Stock Build Date"). This Stock Build
          Date shall fall between [+++++] On the Stock Build Date:

          (i)    ICI shall make available [+++++] storage capacity for the
                 reception of STIL Products.
          (ii)   15 days after the Stock Build Date, ICI shall make available a
                 further [+++++] of storage capacity
          (ii)   40 days after the Stock Build Date, ICI shall make available
                 the full storage capacity as defined in Clause 5 a).
          (iv)   The date at which ICI may start taking STIL Products from the
                 Tank Stocks defined as the On Stream Date shall be agreed
                 between the parties but may not fall within the first 20 days
                 following the Stock Build Date.

     e)   Notwithstanding Clause 13 d) ICI and STIL shall use their reasonable
          endeavors to accommodate early delivery of reformate and heart-cuts in
          the second and third quarters of [+++++]. Those deliveries shall be
          paid on the [+++++] and such volumes of pre-deliveries shall be taken
          into account as deliveries during the fourth quarter for nomination
          and reconciliation purposes. ICI shall pay for the Tank Heels on the
          [+++++] The reconciliation process for the fourth quarter of 1999 will
          comprise the Tank Heels, the Minimum Operating Stock and the quantity
          consumed or lost by ICI. An example of this process for illustrative
          purposes is contained in Appendix 7b.


                                      20
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

     f)   At the termination or other ending of this Agreement, there shall be a
          final reconciliation in accordance with Clause 9 of this Agreement.
          ICI shall pay STIL for any product delivered by STIL for which payment
          has not been made. Payment shall be due [+++++] ("Bill of Lading") of
          the last delivery of STIL product. An example of this process for
          illustrative purposes is contained in Appendix 7c.

     g)   Both parties acknowledge that during the transition period as being
          the fourth quarter of 1999 it may be at times difficult to meet the
          cargo tolerances as specified in Appendix 4 and the C9 specification
          in terms of lead as set forth in Appendix 3. The parties will
          cooperate to mitigate any consequences.


 14. INVOICING AND PAYMENT

     a)   STIL Products
          As soon as reasonably possible after the end of each month, STIL shall
          issue an invoice to ICI (Facsimile accepted) calculated with reference
          to the monthly STIL Products Nomination for that month as defined in
          Clause 6 g). The price of the Benzene Heartcut and Benzene/Toluene
          Heartcut components of the STIL Product Nomination Split shall be
          calculated with reference to the [+++++] described in Appendix 2. For
          all STIL Products the price formulas as defined in Clause 8 above
          apply. An example of the monthly payment calcula tion is set forth in
          Appendix 7. Such invoice shell be paid by ICI to STIL [+++++]

     b)   ICI Products
          As soon as reasonably possible after the end of each month, ICI shall
          issue an invoice to STIL (Facsimile accepted). For all ICI Products
          the price formulas as defined in Clause 8 above apply.
          Such invoice shall be paid by STIL to ICI [+++++]

     c)   Provisional Invoicing
          Where the pricing terms for the product to be supplied hereunder do
          not allow and/or, where needed hereunder, the Inspector's discharged
          quantity figures are not available in time for a final invoice to be
          dispatched in time for payment to be made by the due date, either
          party may invoice the other on a provisional basis.  In the case of a


                                      21
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          provisional invoice, the loaded quantity will be used and a document
          recording the loaded details presented to that other party instead of
          the discharge details as described in Clause 10.  A final invoice will
          be dispatched as soon as is practical thereafter.

          Any resultant additional payment or overpayment will be paid imme
          diately by the relevant party to the other.

     d)   Each quarter, a reconciliation shall be conducted as set forth under
          Clause 9 and shall be due for payment on or before [+++++]

     e)   Unless otherwise agreed the payment of any other costs, expenses or
          charges which arise under the terms of this Agreement shall be made
          against presentation of the payee's invoice (following the incurring
          of such costs, expenses or charges) and shall be for immediate
          settlement by the payer on or by the date advised thereon.

     f)   All payments to be made by ICI to STIL under this Agreement shall be
          made free of all charges and without asserting at the time for payment
          any set off, counterclaim or right to withhold whatsoever, unless
          specifically permitted hereunder, in United States Dollars in New York
          to STIL's account number [+++++] with the [+++++] (or to such other
          bank account as may be advised by STIL to ICI from time to time)
          quoting STIL's invoice number and ICI's name.

          All payments to be made by STIL to ICI under this Agreement shall be
          made free of all charges and without asserting at the time for payment
          any set off, counterclaim or right to withhold whatsoever, unless
          specifically permitted hereunder, in United States Dollars direct to
          [+++++] for credit to ICI Petrochemicals account number [+++++](or to
          such other bank account as may be advised by ICI to STIL from time to
          time) quoting ICI's invoice number and STIL's name.

     g)   Unless otherwise agreed in writing [+++++]

     h)   The foregoing shall not be construed as an indication of any
          willingness on the part of either party, to provide extended credit as
          a matter of course and shall be without prejudice to any rights and
          remedies which that party may have under this Agreement or otherwise.


                                      22
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

     i)   Where the last day for payment falls on a Saturday or on a weekday
          other than Monday which is not a banking day in such place as may be
          designated by the recipient party for payment, then any such payment
          shall be made on the nearest preceding banking day. Where the last day
          for payment falls on a Sunday or a Monday which is not a banking day
          in such place so designated, then any such payment shall be made on
          the next following banking day.


 15. TAXES AND DUTIES

     a)   All taxes, duties, charges or imposts, whether retroactive or not,
          which are levied in the country in which the Products are discharged
          on or by reference to, or on or by reference to amounts payable with
          respect to the Products or the vessel (other than those defined by
          Worldscale for owners' account) shall be for purchaser's account, and
          the purchaser of each Product shall reimburse the seller for the full
          amount of any such taxes, duties, charges or imposts which the seller
          is obliged to pay.

     b)   The purchaser of each product will obtain at its own risk and expense
          any import license or other official authorization necessary for the
          importation of the goods.

     c)   Without prejudice to the above, as between the parties to the
          Agreement the purchaser of each product shall be responsible for
          complying with Customs entry procedures at the discharge port and
          liable to Customs authorities for all duties and taxes that arise in
          respect of such Customs entry.

     d)   In the absence of a declaration by STIL to the contrary, STIL hereby
          declares that ICI Products taken by STIL are for delivery outside of
          the UK.

 16. ASSIGNMENT/CHANGE OF REFINERY OWNERSHIP

     a)   Any assignment of this Agreement shall be by novation agreement.
          Neither party shall assign this Agreement without the consent of the
          other party, such consent and agreement to novate not to be
          unreasonably withheld.


                                      23
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

     b)   If at any time STIL shall announce an intent to sell or close one or
          more of the named refineries, STIL will have the right to terminate
          this Agreement upon giving not less than 12 months' notice, such
          notice not to be given prior to 1 October 2000. Promptly following
          notice, the parties shall meet and discuss the implications thereof
          and shall seek to agree appropriate amendments to this Agreement to
          avoid the termination. In the absence of agreement and provided that
          there is a sale or closure of any one or more of the named refineries,
          this Agreement shall terminate in accordance with the notice.


 17. LIABILITIES

     a)   Except as specifically hereinafter provided, neither party shall be
          liable to the other (whether in contract, negligence and/or tort) for
          any indirect, special or consequential losses or damages, other than
          as specifically set forth herein.

     b)   Any claim in respect of a shortage in quantity or defeat in the
          quality of products will only be considered by the seller of such
          product if notice in writing of such claim is received by the seller
          within forty-five (45) days after the Bill of Lading date (Bill of
          Lading date equals day zero) for the particular cargo and such notice
          is followed by a fully documented claim to be received by the seller
          within sixty (60) days after the Bill of Lading date (Bill of Lading
          date equals day zero). If the buyer fails to give notice of or to
          submit any such claim within the time limits, the buyer's claim is
          deemed to be waived and any liability on the part of the seller
          extinguished.

     c)   If STIL shall default in the delivery of STIL Products, ICI shall be
          entitled:

          (i)    to acquire substitute products from a third party or third
                 parties; and/or
          (ii)   to acquire downstream products that would otherwise had been
                 derived from STIL Products


                                      24
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          and, except as limited below, all additional costs and losses reason
          ably incurred by ICI in so doing shall be promptly refunded by STIL to
          ICI.

          STIL's liability (whether in contract, negligence and/or tort) for
          default in the delivery of STIL Products shall be limited to the price
          specified in Clause 8 times the amount of the STIL Products which STIL
          has failed to deliver due to its default under this Agreement.

     d)   If STIL shall default in taking the ICI Products, ICI shall be
          entitled to, and shall at STIL's request sell such products to a third
          party or third parties and, except as limited below, all additional
          costs and losses reasonably incurred by ICI in so doing shall be
          promptly refunded by STIL to ICI. STIL's liability (whether in
          contract, negligence and/or tort) for default in the taking of ICI
          Products shall be limited to the price specified in Clause 8 times the
          amount of the STIL Products which STIL has failed to take due to its
          default under this Agreement.

     e)   If ICI shall default in nominating or taking the STIL Products, STIL
          shall be entitled to and shall at ICI's request sell such products to
          a third party or third parties and except as limited below all
          additional costs and losses reasonably incurred by STIL in so doing
          shall be promptly refunded by ICI to STIL.

          ICI's liability (whether in contract, negligence and/or tort) for
          default in nominating and/or taking the STIL Products and for default
          in delivering the ICI Products shall be limited to the price specified
          in Clause 8 times the amount of the STIL Products which ICI has failed
          to nominate or take or the ICI Products which ICI has failed to
          deliver respectively due to its default under this Agreement.

     f)   If STIL shall supply any STIL Products that shall not meet the
          relevant specification described in Appendix 1, STIL shall promptly
          refund to ICI all costs and losses reasonably incurred by ICI arising
          therefrom provided that STIL's liability (whether in contract,
          negligence and/or tort) under this Paragraph f) shall be limited to
          the price specified in Clause 8 times the amount of the STIL Products
          which failed to meet the relevant specifications described in Appendix
          1.


                                      25
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

     g)   If ICI shall supply any ICI Products that shall not meet the relevant
          specification described in Appendix 3, ICI shall promptly refund to
          STIL all costs and losses reasonably incurred by STIL arising
          therefrom provided that ICI's liability (whether in contract,
          negligence and/or tort) under this Paragraph g) shall be limited to
          the price specified in Clause 8 times the amount of the ICI Products
          which failed to meet the relevant specifications described in Appendix
          3.

     h)   In all of the circumstances referred to in paragraph c) to g) above,
          each party shall be under a duty to take all reasonable steps to
          mitigate the costs and losses incurred by it.

     i)   Nothing contained in this Clause 17 shall have the effect of excluding
          either party's liability for death and personal injury caused by that
          party's negligence.

     j)   The parties acknowledge that damages may not represent an adequate
          remedy for a default on the part of either party to deliver products
          hereunder and that in the circumstances an order for specific
          performance may be an appropriate remedy.


 18. EXCLUSION OF WARRANTIES/PROVISION OF PRODUCT SAFETY DATA SHEETS

     a)   The product specifications herein constitute the whole of each party's
          obligations with respect to the quality of product to be supplied and
          (save to the extent that exclusion thereof is not permitted or is
          ineffective by operation of law) all statutory or other conditions or
          warranties, with respect to the description, merchantability or
          quality of the products or its fitness for any purpose are hereby
          excluded.

     b)   Notwithstanding the foregoing, each party shall, prior to first
          delivery of the product concerned, provide to the other party product
          safety data sheets relating to their respective products.


 19. DISCHARGE CONDITIONS AND DEMURRAGE


                                      26
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

     a)   STIL has the right to deliver and ICI shall accept the delivery of the
          total quantity of STIL Products that STIL is entitled and/or obligated
          to deliver under this Agreement together with the amount of sediment
          and water as might be present in the tanks arising from the handling
          of the STIL Products by STIL and/or companies affiliated to STIL
          and/or the vessel operator acting always as a Reasonable and Prudent
          Operator. ICI shall not be obliged to accept delivery of STIL Products
          under this Agreement if it has reasonable grounds to suppose that they
          contain a quantity of water and sediment in excess of such amount.

     b)   ICI shall accept discharge of the STIL Products at a berth which ICI
          shall provide or cause to be provided free of charge and which the
          vessel can safely reach and leave and at which such vessel can lie and
          discharge safely afloat. All charges at the discharge port (including
          berth shifting for backhauls of ICI Products), other than those
          defined by Worldscale as being for owner's account, shall be paid by
          ICI.

     c)   Unless otherwise agreed, for the purposes of this Agreement a full
          cargo shall be deemed to be the full carrying capacity of the vessel.
          The time allowed for discharging a full cargo shall be [+++++] Sundays
          and holidays included, and shall begin to run either:

          (i)    six (6) hours after notice has been tendered by the Master or
                 his representative to ICI, or their representative, of the
                 vessel's readiness in all respects to discharge, berth or no
                 berth, at any time of the night or day; or
          (ii)   when the vessel is securely moored, whichever is earlier

     d)   Such notice of readiness may for the purposes of this Agreement be
          tendered at any time after the vessel has arrived within the customary
          anchorage or waiting place of the port of discharge or, if the vessel
          moves directly to the discharge berth, when the vessel is securely
          moored to the berth.

     e)   [+++++]

     f)   If the vessel is loading ICI Products, the time allowed for loading
          shall be [+++++] Sundays and holidays included, and shall begin to run
          either:


                                      27
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          (i)    If the vessel is discharging STIL Products, at the expiration
                 of allowed discharge time as set forth in Clause 19 c) above;
                 or

          (ii)   if the vessel is not discharging STIL Products,
                 a.   six (6) hours after notice has been tendered by the Master
                      or his representative to ICI, or their representative, of
                      the vessel's readiness in all respects to discharge, berth
                      or no berth, at any time of the night or day; or
                 b.   when the vessel is securely moored, whichever is earlier.

     g)   If the vessel is not loading ICI Products, laytime shall cease on dis
          connection of cargo hoses on completion of discharging. If the vessel
          is loading ICI Products, laytime shall cease on disconnection of cargo
          hoses on completion of loading. Provided, however, that in either
          case, if the vessel is delayed after disconnection of cargo hoses for
          ICI's purposes in excess of one hour, laytime shall continue to run
          and demurrage, if incurred, shall continue to be payable from
          disconnection of cargo hoses until the termination of such delay.

     h)   Time shall not count against laytime, or if the vessel is on
          demurrage, for demurrage, when spent or lost:

          (i)    on an inward passage moving from her waiting place, even if
                 lightening has occurred there, to the North Tees Works; or

          (ii)   whilst the vessel is handling or preparing to handle ballast or
                 bunkers, unless this is carried out concurrent with discharging
                 or other normal cargo operations such that no loss of time is
                 involved, or is carried out to comply with shore restrictions;
                 or

          (iii)  by any delay due to fault, failure or inefficiency of the
                 vessel, or if departure is delayed for vessel's purposes other
                 than for reasons pertaining to safety of the vessel over which
                 the vessel has no control, or

          (iv)   awaiting tide, tug boats, pilot, daylight or moderation of
                 weather prior to berthing, ice, immigration, customs or
                 pratique unless any or all of these delays are occasioned by
                 shifting berth for ICI's account or


                                      28
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          unless any or all of these delays are the direct result of an initial
          delay or delays caused to the vessel for ICI's account.

          No other event shall suspend the running time to be counted as laytime
          or demurrage even if it is an event of a type described in Clause 20
          a).

     i)   If the laytime allowance as provided for in this Clause 19 is exceeded
          ICI shall pay to STIL demurrage for all such excess time at the full
          rate specified below. ICI's liability for demurrage shall be absolute
          and shall not, in any case, be subject to the provisions of an
          exceptions or Force Majeure provision.

     j)   Unless otherwise agreed, the rate of demurrage to be used for the
          purposes of this Agreement shall be as follows:

          (i)    if the vessel is on voyage charter, the rate specified in the
                 charterparty; or

          (ii)   if the vessel is not on a voyage charter, then the rate shall
                 be the single voyage market level current in London on the date
                 of commencement of loading of the voyage concerned for a vessel
                 of similar type and summer deadweight to that actually
                 involved. Such market level shall be agreed by ICI and STIL and
                 shall be appropriate to the site of the vessel concerned. In
                 default of agreement between ICI and STIL the market level is
                 to be determined as the average rate advised by two independent
                 brokers mutually acceptable to ICI and STIL. If ICI and STIL
                 are unable to agree to two independent brokers then two such
                 brokers shall be nominated by the Chairman for the time being
                 of the London Tanker Brokers' Panel.

     k)   Payment of demurrage duty payable under this Agreement shall be made
          by ICI to STIL [+++++] of STIL's invoice (date of invoice equals day
          zero), and shall comply with the provisions of Clause 14.


 20. FORCE MAJEURE

     a)   If either party is by reason of Force Majeure rendered unable wholly
          or in part to carry out its obligations under this Agreement then (a)
          the


                                      29
<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          party affected shall give notice in writing of such Force Majeure to
          the other party as soon as possible after the occurrence of the cause
          relied on and (b) the party affected shall be released from its
          obligations hereunder to the extent to which they are affected by the
          circumstances of Force Majeure and for the period during which those
          circumstances exist; provided that:

          (i)    the party affected shall use all reasonable endeavors to
                 terminate or mitigate the effect of the circumstances of Force
                 Majeure with all reasonable speed,

          (ii)   nothing in this clause shall relieve either party of its
                 obligations to make any payments due hereunder.

     b)   In this clause "Force Majeure" means circumstances beyond the control
          of the party concerned and which notwithstanding the exercise by it of
          reasonable diligence and foresight it was unable to prevent or
          overcome. In assessing the circumstances of Force Majeure the standard
          to be expected of a party shall be that of a Reasonable and Prudent
          Operator.

     For the avoidance of doubt:

          (i)    Force Majeure shall include the failure of a supplier to supply
                 STIL Products to STIL as a result of that suppliers' Force
                 Majeure provided, in such case, that STIL has used its
                 reasonable endeavors to obtain alternative supplies of STIL
                 Products from other supply sources on terms reasonably
                 acceptable to STIL, but has been unable to obtain such STIL
                 Products.

          (ii)   In the case of ICI, Force Majeure shall include the failure of
                 a customer to take and/or of ICI's inability to consume
                 downstream products derived from the STIL Products as a result
                 of that customer's, and/or ICI's Force Majeure provided, in
                 such case, that ICI has used its reasonable endeavors to seek
                 alternative customers on terms reasonably acceptable to ICI.

     c)   The party subject to Force Majeure shall:


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                                                CONFIDENTIAL TREATMENT REQUESTED

          (i)    Use all reasonable endeavors, to remedy or abate the Force
                 Majeure as expeditiously as possible; and

          (ii)   Resume performance as expeditiously as possible after
                 termination of the Force Majeure or the Force Majeure has
                 abated to an extent which permits resumption of such
                 performance; and

          (iii)  Notify the other party when the Force Majeure has terminated or
                 abated to an extent which permits resumption of performance to
                 occur; and

          (iv)   Keep the other party regularly informed during the course of
                 the Force Majeure as to when resumption of performance shall or
                 is likely to occur.


 21. APPLICABLE LAW, ARBITRATION AND EXPERT

     a)   The proper law of this Agreement will be English Law and English Law
          shall be used for interpreting this Agreement and for resolving all
          claim or disputes arising out of or in connection with this Agreement
          (whether based in contract in tort or on any other legal doctrine).
          Any such claim or dispute not settled by negotiation shall be settled
          by arbitration in London before a single arbitrator agreed upon by
          both parties or if not so agreed appointed in accordance with the
          Arbitration Act 1996 as amended from time to time. The arbitration
          shall be conducted in English in accordance with the provisions of the
          Arbitration Act 1996 as amended from time to time, the seat of the
          arbitration shall be England and the arbitration award shall be final
          without appeal to the courts.

     b)   The UN Convention of the International Sale of Goods (1980) shall not
          apply.

     c)   Where pursuant to any provisions in this Agreement a matter is
          required to be determined by an expert, the expert shall be a person
          fitted by the possession of expert knowledge for the determination of
          the particular matter in question. The expert shall be appointed by


                                      31
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                                                CONFIDENTIAL TREATMENT REQUESTED

          agreement between STIL and ICI, or, in default of such agreement, by
          the President for the time being of the Institute of Petroleum in
          London.

     d)   STIL and ICI shall furnish the expert with all written or oral
          information which he may reasonably require for his determination.

     e)   The cost of the services of the expert, if appointed, shall be shared
          equally between STIL and ICI.


 22. ADDITIONAL CONDITIONS

     a)   If either party should go into liquidation (other than voluntary
          liquidation for the purpose of corporate reconstruction), or if a
          receiver or sequestrator of the undertaking and assets (or any part
          thereof) of either party should be appointed, or if either party
          should become bankrupt or insolvent, enter into a Deed of Arrangement
          or a composition for the benefit of its creditors, or should do or
          suffer any equivalent act or thing under any applicable law, the other
          party may, by written notice, forthwith terminate this Agreement
          without prejudice to any right of action or claim accrued at the date
          of termination.

     b)   If at any time the bank debt of either party (the "First Party")
          should be assessed in the standard credit ratings published by
          Standard and Poor's or Moody's at 'B' or less than 'B', that First
          Party may be required by the other party (the "Second Party") to
          provide security of payment by either (and at the First Party's
          option) making advance cash payment or providing a letter of credit or
          providing such other security as may be reasonably acceptable to the
          Second Party.

          In the case of ICI, the bank debt referred to in the preceding
          paragraph shall be that of Imperial Chemical Industries plc, or if
          this Agreement be novated by ICI, it shall be the bank debt of the
          novatee (or the novatee's parent company if the novatee's bank debt is
          not separately assessed).

          In the case of STIL the bank debt referred to in the preceding para
          graph shall be that of Shell Petroleum Company Limited, or if this


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                                                CONFIDENTIAL TREATMENT REQUESTED

          Agreement be novated by STIL, it shall be the bank debt of the novatee
          (or the novatee's parent company if the novatee's bank debt is not
          separately assessed).

          Any amounts then due by the First Party to the Second Party shall in
          such event become payable. In the event that a cargo has not already
          been delivered, the Second Party may withhold any cargo until such
          payment or a letter of credit or other security shall have been
          received by them. If the First Party fail to provide such payment or a
          letter of credit or security on demand by the Second Party within a
          period of three (3) London banking days after such demand is made, the
          First Party shall be in repudiatory breach hereof and the Second Party
          may forthwith by notice terminate this Agreement without prejudice to
          any rights of action or claims either party may have under this
          Agreement or otherwise.


 23. NEW AND CHANGED REGULATIONS

     a)   It is understood by the parties that the parties are entering into
          this Agreement in reliance on the laws, rules, Regulations, decrees,
          agreements, concessions and arrangements (hereinafter called
          "Regulations") in effect on the date hereof with governments,
          government instrumentalities or public authorities affecting the
          products sold hereunder including, but without limitation to the
          generality of the foregoing, those relating to the production,
          acquisition, gathering, manufacturing, transportation, storage,
          trading or delivery thereof, insofar as such Regulations affect ICI or
          STIL or their respective affiliates.

     b)   In the event that at any time and from time to time during the term of
          this Agreement any Regulations are changed or new Regulations become
          effective whether by law, decree or regulation or by response to the
          insistence or request of any governmental or public authority or any
          person purporting to act therefore, and the effect of such changed or
          new Regulations (a) is not covered by any other provision of this
          Agreement, and (b) has a material adverse economic effect upon a party
          or their respective affiliates in a manner related to this Agreement,
          such party shall have the option to request renegotiation of the
          prices or other pertinent terms provided for in this Agreement.


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<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          The said option may be exercised by either party at any time after
          such changed or new Regulation is promulgated, by written notice of
          desire to renegotiate, such notice to contain the new prices or terms
          desired by such party. If the parties do not agree upon new prices or
          terms satisfactory to both within thirty (30) days after a party gave
          such notice, such party shall have the right to terminate this
          Agreement at the end of the said thirty (30) day period. Any Products
          lifted during such thirty (30) days period shall be sold and purchased
          at the price and on the terms applying hereunder without any
          adjustment in respect of the new or changed Regulations concerned.


 24. NOTICES

     Unless otherwise specifically provided, all notices to be given hereunder
     by either party to the other shall be sufficiently given if in writing and
     sent by first class post or facsimile and delivered/addressed to the other
     party as follows:-

     To STIL:
     STASCO, OTF/51 and OPT/23
     Shell Mex House
     Strand, London WC2R OZA

     --  Telex SHELL LONDON 919651 (ATTN OTF/51 and OPT/23)
     --  Facsimile LONDON 0171/ 546-6610 (ATTN OTF/51 and OPT/23)

     To ICI:

     The Company Secretary
     ICI Chemicals & Polymers Limited
     PO Box 13, The Heath
     Runcom Cheshire, WA7 4QF

     --  Facsimile 01928/580778


     Either party may change its address for service by giving notice thereof to
     the other party.


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                                                CONFIDENTIAL TREATMENT REQUESTED

 25. COSTS

     Each of the parties will be solely responsible for their respective costs
     and expenses relating to or incurred in negotiating or preparing this
     Agreement.


 26. GENERAL

     a)   In this Agreement where the context admits:

          (i)    references to this Agreement include the Appendices hereto.

          (ii)   references to Clauses are references to Clauses in this
                 Agreement.

     b)   The headings and any sub-headings are inserted for convenience only
          and shall not affect the construction of this Agreement.

     c)   No waiver by either party of any default or defaults by the other
          party in the performance of any of the provisions of this Agreement
          shall operate or be construed as a waiver of any other or further
          default or defaults, whether of a like or different character, nor
          shall any delay or omission of either party to exercise any right
          hereunder in any manner impair the exercise of any such right or any
          like right accruing to it thereafter. No failure of either party to
          exercise any power given to it hereunder or to insist upon strict
          compliance by the other of any obligation or condition hereof and no
          custom or practice of the parties at variance with the terms hereof
          shall constitute a waiver of any of the party's rights hereunder.

     d)   This Agreement may not be modified, varied or amended except by an
          instrument in writing signed by both parties.

     e)   If at any time any one or more provisions contained in this Agreement
          is or becomes invalid, illegal or unenforceable in any respect under
          the laws of any applicable jurisdiction the validity, legality or
          enforceability of the remaining provisions hereof shall not be in any
          way affected or impaired thereby.

     f)   Confidentiality


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<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          (i)    STIL agrees that during the term of this Agreement and for a
                 period of 12 months thereafter STIL will maintain in confidence
                 the following data:

                 a)  The prices of the ICI Products

                 b)  The quantities of the ICI Products to be shipped under this
                     Agreement

                 c)  The specifications of the ICI Products

          (ii)   ICI agrees that during the term of this Agreement and for a
                 period of 12 months thereafter ICI will maintain in confidence
                 the following data:

                 a)  The prices of the STIL Products

                 b)  The quantities of the STIL Products to be shipped under
                     this Agreement

                 c)  The specifications of the STIL Products


 27. WARRANTY OF STASCO

     STASCO warrants to ICI that it has the full right and authority to enter
     into this Agreement for and on behalf of STIL.


 28. DEFINITIONS

     a)   "banking day" means a day when the banks in the specified place are
          open for the transaction of normal banking business;

     b)   "calendar" means a gregorian calendar;

     c)   "CWE" means One safe port Euromed, not east of but including Greece
          and excluding Yugoslavia, former Yugoslavia and Albania plus One safe
          port UK, continental seaboard Gibraltar -- Hamburg


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<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

          including Eire plus Scandinavia including Denmark and Finland. This
          whole range always within Worldscale limits.

     d)   "day" means a calendar day;

     e)   "ICI Storage Tanks" means the tanks described in Clause 5 which shall
          be dedicated to the storage of STIL Products.

     f)   "kt" means a quantity equivalent to a mass of 1,000 metric tonnes;

     g)   "month" means a calendar month;

     h)   "Net Amount Utilised" means [+++++]

     i)   "quarter" means a period of three consecutive months beginning on
          1/st/ January or 1/st/ April or 1/st/ July or 1/st/ October.

     j)   "Sellers' suppliers" means any body or person being a direct or
          indirect source of supply for Sellers;

     k)   "Standards of a Reasonable and Prudent Operator" means the standards,
          practices, methods and procedures conforming to law and that degree of
          skill, diligence, prudence and foresight which could reasonably be
          expected from a skilled and experience operator and/or contractor
          engaged in the same type of undertaking under the same or similar
          circumstances and "Reasonable and Prudent Operator" shall be construed
          accordingly.

     l)   "Tank Stock" means the minimum stock in tanks during a month as
          specified under Clause 2 f).

     m)   "Worldscale" means Worldwide Tanker Nominal Freight Scale.


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<PAGE>

                                                CONFIDENTIAL TREATMENT REQUESTED

SHELL INTERNATIONAL TRADING AND SHIPPING COMPANY LIMITED

for and on behalf of
SHELL TRADING INTERNATIONAL LIMITED



Signed: /s/ [Authorized Officer]

Date:  13 April 1999



ICI CHEMICALS & POLYMERS LIMITED



Signed: /s/ [Authorized Officer]

Date:  13 April 1999


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