**Exhibit 4.23**

---



|
|
|
|

Dated:
  November 23, 2004





|(1) | ERGON
      INVESTMENTS UK LIMITED 
|--- | -----------------------------------
|    |                                    
|(2) | CELANESE
      AMERICAS CORPORATION





|                                                                                                                                                                                                                      
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|MASTER
            SALE AND PURCHASE AGREEMENTrelating to the Vinamul Polymers business of Ergon 
Investments UK Limited (and subsidiaries) and the 
entire issued share capitals of Vinamul Limited and 
Vinamul B.V.
|                                                                                                                                                                                                                      







|
|
|
|



CONTENTS

|Clause | Page                                                                                              
|------ | --------------------------------------------------------------------------------------------------
|       |                                                                                                   
|1.     | Interpretation                                                                                    
|2.     | Sale
      and purchase of the Business Assets and the Shares and treatment of Shared
      Assets
|3.     | Consideration                                                                                     
|4.     | Liabilities                                                                                       
|5.     | Release
      of Guarantees                                                                       
|6.     | Taxation                                                                                          
|7.     | Condition                                                                                         
|8.     | Obligations
      until Completion                                                                
|9.     | Completion                                                                                        
|10.    | The
      Employees                                                                               
|11.    | The
      Business Contracts                                                                      
|12.    | Pensions
      and Related Benefits                                                               
|13.    | Repayment
      of Debt                                                                           
|14.    | Consents                                                                                          
|15.    | Purchaser
      Warranties                                                                        
|16.    | Warranties                                                                                        
|17.    | Indemnification                                                                                   
|18.    | Technical
      Information and ip                                                                
|19.    | Information
      Technology                                                                      
|20.    | Further
      Assurance                                                                           
|21.    | Information,
      Records and Assistance                                                         
|22.    | Insurance                                                                                         
|23.    | Announcements                                                                                     
|24.    | Confidentiality                                                                                   
|25.    | Purchaser's
      Undertakings                                                                    
|26.    | Costs
      and Exchange Rates, Payments                                                          
|27.    | Entire
      Agreement                                                                            
|28.    | No
      Set-Off                                                                                  
|29.    | Continuing
      Effect                                                                           
|30.    | Invalidity                                                                                        
|31.    | Amendments,
      Variations, Releases and Waivers                                                
|32.    | Assignment                                                                                        
|33.    | Notices                                                                                           
|34.    | Contracts
      (Rights of Third Parties) Act 1999                                                
|35.    | Counterparts                                                                                      
|36.    | Law
      and Jurisdiction                                                                        
|37.    | Acrylate
      supply for the Business                                                            

-i-

---



Back to Contents

|Schedules
|---------
|         
|1.       
|         
|2.       
|         
|         
|         
|         
|         
|         
|         
|         
|         
|         
|3.       
|         
|         
|         
|4.       
|         
|         
|         
|         
|         
|5.       
|         
|         
|         
|         
|         
|         
|         
|         
|         
|         
|6.       
|         
|         
|         
|7.       
|         
|8.       
|         
|9.       
|         
|         

---



Back to Contents

|10. | Persons of whom enquiry was made relating to the Warranties  
|--- | -------------------------------------------------------------
|    |                                                              
|11. | Determination and Certification of Working Capital Adjustment
|    | Part 1: The Working Capital Statement                        
|    | Part 2: Pro Forma Working Capital Statement                  
|    |                                                              
|12. | Debt                                                         
|    | Part 1: Closing Net Debt Statement                           
|    | Part 2: Repayment of Net Debt                                
|    |                                                              
|13. | The Companies                                                
|    |                                                              
|14. | Exclusive Emulsion Polymers                                  
|    | Part 1: Adhesives Exclusive Emulsion Polymers                
|    | Part 2: Elotex Exclusive Emulsion Polymers                   
|    |                                                              
|15. | Condition                                                    
|    |                                                              
|16. | The Documents in the Agreed Terms                            
|    | Part 1: The Transaction Documents                            
|    | Part 2: The Ancillary Agreements                             
|    | Part 3: Other documents in the Agreed Terms                  
|    |                                                              
|17. | The Reorganisation Documents                                 
|    |                                                              
|18. | Relevant Competition Authorities                             
|    |                                                              
|19. | The Employees                                                
|    | Part 1: Employee Provisions                                  
|    | Part 2: Intentionally left blank                             
|    | Part 3: List of Seconded Employees                           
|    | Part 4: The Hot Melt Employees                               
|    | Part 5: The Transitional U.S. Employees                      
|    | Part 6: The Bridgewater Employees                            
|    | Part 7: The Brampton Employees                               
|    | Part 8: The European Employees                               
|    | Part 9: The Company Employees                                
|    | Part 10: The U.S. Employees                                  
|    | Part 11: The Canadian Employees                              
|    | Part 12: The Specified Retained Employees                    
|    | Part 13: The Specified Transferring Employees                
|    | Part 14: US Payroll Information                              
|    | Part 15: Canadian Payroll Information                        
|    | Part 16: European and Company Payroll Information            
|    |                                                              
|20. | Information Technology                                       
|    |                                                              
|21. | Glossary of defined terms                                    
|    |                                                              
|22. | Shared Contracts                                             

---



Back to Contents

|    | Part 1: Shared Business
      Contracts
|--- | ---------------------------------------
|    | Part 2: Shared Company
      Contracts 
|    |                                        
|23. | No Embarrassment Payment               
|    |                                        
|24. | Step Up Adjustment                     
|    |                                        
|25. | Acrylate Supply for
      the Business 

---



Back
  to Contents

|MASTER
      SALE AND PURCHASE AGREEMENT
|----------------------------------------
|                                        
|DATE:                                   
|                                        
|PARTIES:                                
|                                        

|(1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ERGON INVESTMENTS UK LIMITEDa company incorporated in England and Wales (registered number 02074787) whose registered office is at 20 Manchester Square, London W1U 3AN ("Ergon"); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|(2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | CELANESE AMERICAS CORPORATIONwhose principal place of business is at Suite 310, 550 US Highway 202/206, Bedminster, NJ 07921-1590, United States of America (the "Purchaser").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|BACKGROUND                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|Ergon has agreed to sell and transfer (or procure the sale and transfer
      of) certain assets comprising the Business as a going concern and to sell
      and transfer (or procure the sale and transfer of) the Shares, and the Purchaser
      has agreed to purchase (or procure the purchase by one or more Business
      Purchaser or Company Purchaser of) the same and to assume (or procure the
      assumption by one or more Business Purchaser or Company Purchaser of) certain
      liabilities and other obligations of the Business on the terms of this Agreement.
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|IT IS NOW AGREED THAT:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | INTERPRETATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|1.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Defined
      Terms                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | In this
      Agreement, the following words and expressions shall have the following
      meanings:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | "Adhesives"means the Industrial Adhesives division of NSC;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | "Adhesives
      Exclusive Emulsion Polymers" means Emulsion Polymers which are manufactured
      exclusively for and sold exclusively to Adhesives (or exclusively for and
      to both Adhesives and Elotex collectively) or, if they have not been manufactured
      or sold, which have been or are being developed exclusively for Adhesives
      (or exclusively for both Adhesives and Elotex collectively) (as evidenced
      by documentation existing as at the Transfer Time), in each case for use
      in the manufacture of adhesives, an exhaustive list of which Emulsion Polymers
      are set out in Part 1 (Adhesives Exclusive Emulsion Polymers) of
      Schedule 14 (Exclusive Emulsion Polymers);
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | "Ancillary
      Agreements" means each of the agreements listed in Part 2 (The Ancillary
      Agreements) of Schedule 16 (The Documents in the Agreed Terms);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | "Asbestos
      Claims" means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---



Back to Contents

| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the Proceedings filed by Betty Jean Clark (individually and as special administrator of the estate of John J. Clark, deceased) against Indopco, Inc in the Third Judicial Circuit Court of Madison County, Illinois, on 5 June 2002 (case number 02-L-796) and relating to alleged exposure to asbestos at the Meredosia site and all other Proceedings (whether previously, now or hereafter arising) brought by Betty Jean Clark (individually or as special administrator of the estate of John J Clark, deceased) or Mr Clark's estate, fiduciary or other beneficiary arising or asserted as arising out of the same or a common cause (or causal claim), whether or not occurring at the same time; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the Proceedings filed by Albert D. Rausch against Indopco, Inc. in the Third Judicial Circuit Court of Madison County, Illinois, on or around 10 May 2002 (case number 02-L-38) and relating to alleged exposure to asbestos at the Meredosia site and all other Proceedings (whether previously, now or hereafter arising) brought by Mr Rausch or his estate, fiduciary, guardian, spouse or other beneficiary arising or asserted as arising out of the same or a common cause (or causal claim), whether or not occurring at the same time;                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Assumed Liabilities" means: (a) all liabilities and obligations
      to the extent assumed, or agreed to be discharged by the Purchaser or any
      other member of the Purchaser's Group under the terms of the Transfer Documents
      except the Environmental Deed; (b) the Creditors of the Business Sellers;
      (c) all liabilities and obligations of the members of the ICI Group (other
      than any liability or obligations referred to in Clause 4.4(f) (Retained
      Liabilities)) under or in relation to the Business Contracts to the
      extent they relate to the Business or the Business Assets and to the extent
      that they relate to the performance by Purchaser of those contracts on or
      after Completion; (d) any liability or payment obligation to the extent
      taken into account in the preparation of the Working Capital Statement;
      (e) (i) all liabilities and obligations of the Business Sellers or the Companies,
      or any other member of the ICI Group, to the extent incurred with respect
      to the operation of the Business, or the occupation or use of the Properties,
      with respect to Remedial Action (as defined in the Environmental Deed) and/or
      any other matters the subject of Parts 1 and/or 2 of the Environmental Deed
      and subject to the Environmental Deed; and (ii) all liabilities and obligations
      of the Business Sellers or the Companies to the extent incurred with respect
      to non-compliance with any Environmental Laws, Future Environmental Laws
      (as defined in the Environmental Deed) or Environmental Permits in each
      case except any criminal sanctions arising in relation thereto; (f) all
      De Minimis Routine Product Liability Claims; (g) all De Minimis Injury Claims;
      (h) all De Minimis Unclassified Liabilities; (i) all Covered Liabilities;
      (j) all Intra-Group Non-Trading Claims; but not in any case the Retained
      Liabilities or any liability of Ergon or any other member of the ICI Group
      pursuant to any Warranty Claim or claim under the Deed of Tax Covenant;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Assurance" means any warranty, representation, statement, assurance,
      covenant, collateral contract, agreement, undertaking, indemnity or guarantee
      or commitment of any nature whatsoever made or given by or on behalf of
      any member of the ICI Group (other than the Companies) in relation to the
      subject matter of the Transaction Documents and the transactions effected
      under the Transaction Documents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

2

---



Back to Contents

| | "Balancing Payment Date" means the Business Day falling five (5)
      Business Days after the later of (a) issue of the Final Certificate of the
      Working Capital Adjustment; and (b) the final agreement or determination
      of the Closing Net Debt Statement;                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Basic Consideration" means a sum equal to the Total Consideration
      less the No Embarrassment Payment (if any);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Benzene Claim" means the Proceedings brought by Mr Charles Bushnell
      dated 1 October 2003 against Indopco Inc and others in relation to the handling
      of benzene and other chemical substances, further details of which are annexed
      to the Disclosure Letter at Disclosure Documents 5.2.4 and 5.2.5 and any
      and all other Proceedings (whether previously, now or hereafter arising)
      brought by Mr Charles Bushnell or his estate, fiduciary, guardian, spouse
      or other beneficiary arising or asserted as arising out of the same or a
      common cause (or causal chain), whether or not occurring at the same time;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Blackstone
        Group" means Blackstone Group Holdings LLC and its affiliates, from
    time to time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Boucherville
        Business Property" means all that real property listed at number
        1 of Part 3 (List of Business Properties) of Schedule 2 (Property
    Matters);                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Brampton
    Employees" means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | of
      whom those who are employed at the date of this Agreement are listed by
      job title, location and hire date in Part 7 (The Brampton Employees)
      of the Employee Lists and each of whom shall also be employed as at the
      Transfer Time, except for leavers and joiners in the ordinary course provided
      such leavers and joiners are not as a consequence of Ergon not complying
      with its obligations pursuant to the terms of Schedule 1 (Conduct of
      the Business and the Companies until Completion) but excluding in both
    cases the Specified Retained Employees;                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Bridgewater
    Employees" means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | of
      whom those who are employed at the date of this Agreement are listed by
      job title, location and hire dates in Part 6 (The Bridgewater Employees)
      of the Employee Lists and each of whom shall also be employed as at the
      Transfer Time, except for leavers and joiners in the ordinary course provided
    such leavers and joiners are not as a                                                                                                                                                                                                                                                                                  

3

---



Back to Contents

| | consequence
      of Ergon not complying with its obligations pursuant to the terms of Schedule
      1 (Conduct of the Business and the Companies until Completion) but
    excluding in both cases the Specified Retained Employees;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                       
| | "Business" means
      the development and manufacture, by or for the Vinamul Divisions, including
      for the avoidance of doubt the activities of the Companies not subject
    to the Reorganisation, at each of:                
| |                                                                                                                                                                                                                                       
| | (a)                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                       
| | (b)                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                       
| | (c)                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                       
| | (d)                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                       

| | of Emulsion Polymers, and the storage, handling, transportation, marketing,
      distribution and sale in or from the Specified Territories including to
      other businesses of the ICI Group in or from the Specified Territories,
      of such Emulsion Polymers for use in all applications for which the Vinamul
      Divisions, including for the avoidance of doubt the activities of the Companies
      not subject to the Reorganisation, currently sell or (to the extent that
      such process of development can be evidenced by documentation of the relevant
      Sellers, the Companies or otherwise existing as at the Transfer Time) are
      in the process of development or have marketed or sold at any time within
      the twenty-four (24) months preceding the date of this Agreement such Emulsion
      Polymers, but excluding for the avoidance of doubt:
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Business Assets" means only those assets of the Business agreed
      to be sold and purchased pursuant to Clause 2.1 (Sale and Purchase of
      the Business Assets);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Business Cash Consideration" means the sum of one hundred and twelve
      million seven hundred thousand U.S. dollars (U.S.$112,700,000) representing
      the unadjusted consideration for the Business Assets;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

4

---



Back to Contents

| | "Business
          Contracts"means
          all Contracts which relate predominantly to the Business or the Business
          Assets entered into by the Business Sellers or any other member of
          the ICI Group (other than the Companies) prior to Completion which
          are in effect (in whole or in part) as at Completion, but excluding
          (i) any lease or licence of any of the Business Properties; (ii) Environmental
          Permits; (iii) the Guarantees; (iv) any employment or services agreements
          entered into with any of the Employees or former employees, and (v)
    the Excluded Contracts;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "Business
            Day"means
            any day (not being a Saturday or Sunday) when clearing banks are
            open for the transaction of general banking business in both London
    and New York;                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "Business
            Debtors"means,
            as at Transfer Time, such of the Debtors as are owned by any of the
    Business Sellers;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "Business
            Goodwill"means,
            as at the Completion, all the goodwill of the Business Sellers in
            relation to the Business, including the exclusive right for the Business
            Purchasers to trade under the name of the Business and represent
            itself (or themselves, as the case may be) as carrying on the Business
            in succession to NSC and the Business Sellers as from Completion,
            but excluding all goodwill attaching to, and all rights under, the
    Excluded Trade Marks;                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "Business
            IP"means
            all Intellectual Property which at Completion is owned by, or proprietary
    to, any of the Business Sellers and which either:                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| |                                            |                                                                                                                                                                                                                              
| | ------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a)                                        | within
      the Specified Territories is predominantly used in, or held for use in,
      the Business excluding in any event the Excluded IP; and/or                                                                       
| |                                            |                                                                                                                                                                                                                              
| | (b)                                        | relates
      to the development, manufacture or production of ethylene vinyl acetate
      copolymers, or of ethylene vinyl acetate copolymers with additional co-monomers
      excluding in any event the Uniqema Patents;
| |                                            |                                                                                                                                                                                                                              
| | "Business
      Plant and Machinery"means:
| |                                            |                                                                                                                                                                                                                              

| | (a) | all
      the plant, machinery, equipment, computer and communications hardware, loose
      tools, fixtures, fittings, furniture, and vehicles owned by any of the Business
      Sellers and located at the Business Properties (including Meredosia Parcel
      5) as at Completion, together with the emulsions pilot plant located at
      Geleen in The Netherlands and the pilot plant located at Woodruff, South
      Carolina and all equipment used in the cosmetic polymer, solution acrylic
      polymer and solvent-borne adhesive and contact cement operations at the
      Business Property located at Meredosia, Illinois;
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b) | all the laboratory equipment used predominantly in the Business and located at the atmospheric and pressure emulsion polymer research and development laboratory facilities located at NSC's headquarters in Bridgewater, New Jersey as at Completion;                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c) | all the laboratory equipment used predominantly in the Business and located at the atmospheric emulsion polymer research and development laboratory                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

5

---



Back to Contents

| |                                                                                                                                                                                                                                                               | facilities
      located at Nacan Products Limited's headquarters in Brampton, Ontario as
      at Completion; and                                                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                
| | (d)                                                                                                                                                                                                                                                           | for the
        purposes of Schedule 1 (Conduct
        of the Business and the Companies until Completion)
        and Schedule 24 (Step
        Up Adjustment)
        only, any plant, machinery, equipment, computer and communications hardware,
        loose tools, fixtures, fittings, furniture, and vehicles as are owned
    by each of the Companies at the date of this Agreement,
| |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                
| | but excluding the Excluded Assets;                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                
| | "Business
            Properties"means
            the properties details of which are set out in Part 3 (List
            of Business Properties)
            of Schedule 2 (Property
            Matters)
    excluding the Retained Properties;           
| |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                
| | "Business
            Purchasers"means
            the Purchaser and/or such other members of the Purchaser's Group
            as the Purchaser shall nominate and procure to purchase all or part
    of the Business Assets and which are wholly owned by:
| |                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                

| | (a)                                                                                                                                                                                                                                                                                                                                                                                                               | Celanese
      A.G.;                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                      
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                               | the
      Purchaser; or                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                      
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                               | Celanese
      A.G. and the Purchaser taken together;
| |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                      
| | "Business
      Sellers"means Ergon and/or such other members of the ICI Group as it shall be necessary
      for Ergon to procure to sell the U.S. Business, the Canadian Business and
      all other parts of the Business which are not conducted by the Companies;                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                      
| | "Business
      Stock"means such of the Stock as is owned by any of the Business Sellers for the
      purposes of and relating to the Business as at the Transfer Time;                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                      
| | "Business
      Tax Warranties"means those Warranties (and only those Warranties) in Paragraph 14 (Taxation)
      of Part 1 (General
      Warranties (Business and the Companies))
      of Schedule 6 (Warranties);                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                      
| | "Calculation
      Period"means the period of 12 months commencing at the beginning of the month following
      Completion;                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                      
| | "Canadian
      Business"means such part of the Business as is conducted by Nacan Products Limited
      and/or any subsidiaries of Nacan Products Limited;                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                      
| | "Canadian
      Business Sale Agreement"means the agreement of that name in the Agreed Terms between Nacan Products
      Limited and the relevant Business Purchaser relating to the transfer of
      the Canadian Business and the assumption of the relevant Assumed Liabilities
      and listed in Part 1 (The
      Transaction Documents)
      of Schedule 16 (The
      Documents in the Agreed Terms);
| |                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                      
| | "Canadian
      Debtors"means all book and other debts (other than Prepayments), and accrued income
      owing or accrued due to the Business Sellers (other than Prepayments), including
      all rights of the Business Sellers to receive payments, in each                                                                                                                                                 

6

---



Back to Contents

| | case
      directly related to the operation of the Canadian Business (including any
      IntraGroup Trading Amounts owed by any other member of the ICI Group) as
      at the Transfer Time whether or not then invoiced and whether or not then
      due and payable;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                           
| | "Canadian
      Employees"means:                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                           

| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | those
      persons who spend not less than fifty per cent (50%) of their time working
      in the Canadian Business, including, for the avoidance of doubt, the Brampton
      Employees; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the
      Canadian Specified Transferring Employees;                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                
| | of
      whom those who are employed at the date of this Agreement are listed by
      job title, location and hire date (and, thirty days prior to Completion,
      by lists of names provided by Ergon to the Purchaser) in Parts 7 (The
      Brampton Employees)
      and 11 (The
      Canadian Employees)
      of the Employee Lists and each of whom shall also be employed as at the
      Transfer Time, except for leavers and joiners in the ordinary course provided
      such leavers and joiners are not as a consequence of Ergon not complying
      with its obligations pursuant to the terms of Schedule 1 (Conduct of the
      Business and the Companies until Completion) but excluding in both cases
      the Specified Retained Employees;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                
| | "Cash
      Balance"means in respect of each Company the cash in hand and cash and deposits
      with or balances at any Financial Institution (together with all accrued
      interest) as at the Transfer Time and, for the avoidance of doubt, including:
      (i) cheques received from third parties but not presented and deducting
      cheques drawn by any Company but not cleared to the extent that such unpresented
      or uncleared cheques are not reflected in its accounting records, provided
      that such cheques have been subsequently honoured by the time of the determination
      of the Closing Net Debt Statement; (ii) adding back cheques drawn by any
      Company reflected in its accounting records as being cleared but which have
      been subsequently dishonoured by the time of the determination of the Closing
      Net Debt Statement and deducting cheques received from third parties reflected
      in its accounting records as being cleared but which have been subsequently
      dishonoured by the time of the determination of the Closing Net Debt Statement;
      (iii) all accepted bills or notes; (iv) all electronic funds transfers in
      transit in favour of, but not yet credited against, the accounts of each
      Company but less all electronic funds transfers transmitted by but not yet
      debited against, the accounts of each Company; and (v) all securities readily
      convertible into cash (valued by reference to the cash amount into which
      they are convertible);
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                
| | "Celanese
      Insurance Deductibles"means the deductibles under the Celanese Insurance Programme from time to
      time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Celanese
      Insurance Programme"shall have the meaning given to that term in Clause 22.3 (Purchaser's
      Group Insurance Policies);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Closing
      Net Debt Statement"means, in relation to the Companies, the closing net debt statement as at
      the Transfer Time, prepared in accordance with the provisions of Part 1
      (Closing
      Net Debt Statement)
      of Schedule 12 (Debt);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

7

---



Back to Contents

| | "Companies"means
          the UK Company and the Dutch Company, details of which are set out
          in Schedule 13 (The
    Companies);                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "Company
            Assets"means
            all the assets (tangible and intangible) owned by the Companies,
            including the benefit of all rights owned by the Companies or to
            which the Companies are entitled pursuant to the terms of any contractually
    binding Contract, as at the Transfer Time;                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "Company
            Contracts"means
            all Contracts entered into by the Companies prior to Completion which
            are in effect (in whole or in part) and which have not been assigned
            or novated by the relevant Company as at Completion but excluding
            (i) any lease or licence of any of the Company Properties and (ii)
    the Excluded Contracts;                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "Company
            Employees"means
            the UK Employees and the Dutch Employees, including the Seconded
    European Employees;                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "Company
            Guarantee"means
            any guarantee, indemnity or other similar agreement, commitment,
            covenant or undertaking made or given by either or both of the Companies
            to any person (including to any of the other members of the ICI Group)
            in respect of a Retained Liability or any other obligation or liability
            in relation to the Business as at Completion not assumed or agreed
            to be discharged by the Purchaser or any other member of the Purchaser's
    Group under the terms of the Transfer Documents;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "Company
            IP"means
            all Intellectual Property which at Completion is owned by or proprietary
    to any of the Companies;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "Company
            Properties"means
            each of the properties described in Part 4 (List
            of Company Properties)
            of Schedule 2 (Property
    Matters);                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "Company
            Purchasers"means
            the Purchaser and/or such other members of the Purchaser's Group
            as the Purchaser shall nominate and procure to purchase all of the
    Shares from the Company Sellers and which are wholly owned by:                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| | (a)                                                                                                                                                                                                                                                                                          | Celanese A.G.;                                 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------
| |                                                                                                                                                                                                                                                                                              |                                                
| | (b)                                                                                                                                                                                                                                                                                          | the Purchaser; or                              
| |                                                                                                                                                                                                                                                                                              |                                                
| | (c)                                                                                                                                                                                                                                                                                          | Celanese A.G. and the Purchaser taken together;
| |                                                                                                                                                                                                                                                                                              |                                                
| | "Company
          Retained
Liability"shall
have the meaning given to that term in Clause 4.6(a) (Assumption
and Discharge of Company Retained Liabilities),
and"Company
Retained Liabilities"shall
be construed accordingly;                                                               
| |                                                                                                                                                                                                                                                                                              |                                                
| | "Company
          Sellers"means
          TIL Limited and ICI Investments (Netherlands) B.V. and/or such other
          members of the ICI Group as Ergon shall be required pursuant to the
          terms of this Agreement to procure to sell the Shares to the Company
    Purchasers;
| |                                                                                                                                                                                                                                                                                              |                                                
| | "Company
          Tax Warranties"means
          those warranties (and only those warranties) in Paragraph 4 (Taxation
          Matters)
          of Part 2 (Company
          specific Warranties)
    of Schedule 6 (Warranties);                                                      

8

---



Back to Contents

| | "Competent
      Authority"means any competent court or regulatory authority (including, in the case
      of Canada, any ministerial authority) with responsibility for Environmental
      Laws;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                   
| | "Competition
      Permits"means any Permits required under any applicable competition, anti-trust
      or similar laws or by any Relevant Competition Authority;                                
| |                                                                                                                                                                                                   
| | "Completion"means the completion of the sale and purchase of the Business Assets and
      the Shares pursuant to Clause 9 (Completion);                                                          
| |                                                                                                                                                                                                   
| | "Completion
      Date"means the date on which Completion takes place in accordance with Clause
      9 (Completion);                                                                             
| |                                                                                                                                                                                                   
| | "Condition"means the condition to Completion which is referred to in Clause 7.1 (Condition)
      and set out in Schedule 15 (Condition);                                                         
| |                                                                                                                                                                                                   
| | "Confidentiality
      Agreement"means the letter agreement entered into by NSC and the Purchaser on 22 August
      2001 (as amended from time to time);                                         
| |                                                                                                                                                                                                   
| | "Contracts"means:                                                                                                                                                                                 
| |                                                                                                                                                                                                   

| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | any
      agreements, contracts, commitments, understandings, binding arrangements,
      licences, purchase orders and all other forms of engagements or agreements
      of any kind or nature, express, implied, written or oral which relate to
      the whole or any part of the Business or the Business Assets or which relate
      to the Companies; and          
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                             
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | any
      offers, tenders or the like which relate to the Business and made by any
      of the Business Sellers prior to Completion which are, or may be, capable,
      at any time following Completion, of being converted, by an acceptance or
      other act of some other person, into obligations of any of the Business
      Sellers in relation to the Business;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                             
| | "Contractual
      Claim"means a claim other than an Indemnity Claim, a Warranty Claim or a Tax Claim
      (whether in contract, tort or otherwise) by a Purchaser or another member
      of the Purchaser's Group against all or any of the Sellers for breach of
      a term of any of the Transaction Documents or relating to any of the transactions
      contemplated by such agreements;                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Costs"means any reasonable, necessary and direct external costs and capital expenditure
      (subject to satisfactory reasonable evidence of the applicability and amount
      of such costs and capital expenditure);                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Covenant
      Consideration"means the sum of ten million four hundred thousand U.S. dollars (U.S.$10,400,000),
      representing the consideration for Imperial Chemical Industries PLC entering
      into the Deed of Restrictive Covenant;                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Covered
      Liabilities"means any obligation, liability or commitment of whatever nature relating
      to the Business, whether actual or contingent and whether presently in existence
      or arising in the future of any of the Business Sellers, any other member
      of the ICI Group (including the Companies) or any predecessors in interest
      of any of the foregoing, to the extent incurred on or before or arising
      prior to Completion or which

9

---



Back to Contents

| | otherwise relates
        to a period prior to Completion in each case to the extent such obligations,
        liabilities or commitments are (a) covered under the Celanese Insurance
        Programme, or (b) would have been covered under the Celanese Insurance
        Programme had the Purchaser complied with the provisions of Clause 22.3
        (Purchaser's
        Group Insurance Policies),
        provided, however, that Covered Liabilities shall exclude (i) any obligation,
        liability or commitment identified as retained by the ICI Group pursuant
        to Clause 4.4 (Liabilities)
        (other than Clause 4.4(a)) and (ii) all Losses within the Celanese Insurance
    Deductibles;                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | "Creditors"means
        all amounts owed by the Business Sellers or the Companies to third party
        creditors in connection with the Business as at the Transfer Time including
        all amounts owed (whether accrued or due) to trade and other creditors
        and other members of the ICI Group (including the Companies) in respect
        of Intra-Group Trading Amounts, to or in respect of the Business but
        excluding (i) any Liability to Tax of any of the Business Sellers or
        the Companies arising at or relating to any time prior to the Transfer
        Time, (ii) liabilities in respect of Dutch Intra-Group Borrowings or
        UK Intra-Group Borrowings; (iii) borrowings, overdrafts, loan stocks,
        bonds, debentures and notes (together with all accrued interest) owed
        to a Financial Institution (apart from indebtedness resulting from operating
        leases); (iv) the Excluded Creditor Obligations; and (v) Intra-Group
        Non-Trading Liabilities and (vi) any obligation (whether accrued or due)
    that may constitute payment or settlement of any Systemic Product Liability;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | "Data
          Rooms"means
          the facilities provided by the Sellers for the purpose of allowing
          the Purchasing Companies to undertake due diligence with respect to
          the Business Assets and the Companies (an index of the various documents
          in the facilities is dated the same date as this Agreement and has
    been initialled by the parties for identification);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | "Debtors"means all book and other debts, Prepayments and accrued income owing or
             accrued due to the Business Sellers or the Companies, including
            any rights
      of the Business Sellers or the Companies to receive payments, in each case
             directly related to the operation of the Business (including any
            Intra-Group
      Trading Amounts owed by any other member of the ICI Group) as at the Transfer
             Time, whether or not then invoiced and whether or not then due and
            payable
      but excluding (i) the Excluded Debtors;      (ii) any amounts due in respect of Dutch Intra-Group Lendings or UK IntraGroup
      Lendings; (iii) any amounts due in respect of Tax of any of the Business
      Sellers or the Companies to the extent arising at or relating to any time
      prior to the Transfer Time; and (iv) Intra-Group Non-Trading Claims;                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | "Deed
          of Restrictive Covenant"means
          the deed of that name in the Agreed Terms between Imperial Chemical
          Industries PLC and the Purchaser and listed in Part 1 (The
          Transaction Documents)
          of Schedule 16 (The
          Documents in the Agreed Terms).
          After the Completion Date and where appropriate, reference to the Deed
          of Restrictive Covenant shall mean the Deed of Restrictive Covenant
    as executed by the parties to it;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | "Deed
          of Tax Covenant"means
          the deed of that name in the Agreed Terms between Ergon and the Purchaser
          and listed in Part 1 (The
          Transaction Documents)
          of Schedule 16 (The
          Documents in the Agreed Terms).
          After the Completion Date and where appropriate, reference to the Deed
          of Tax Covenant shall mean the Deed of Tax Covenant as executed by
    the parties to it;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

10

---



Back to Contents

| | "Default
          Rate"means
          in relation to interest accruing in respect of any day falling after
          a Due Date, a rate of four per cent (4%) per annum above the prime
    rate of Citigroup prevailing at the close of business on that day;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "De
            Minimis Injury Claim"means
          any Proceeding (whether previously, now or hereafter arising) by any
          individual (including claims from Employees as at the Transfer Time
          but excluding for the avoidance of doubt any claims of former employees
          of the Business Sellers or the Companies) arising from any injury,
          illness, medical condition, death, medical expenses or other Losses
          (whether previously, now or in the future arising and regardless of
          whether any such injury, illness or condition is diagnosed or discovered)
          allegedly or actually suffered by him (other than an injury, illness,
          medical condition, death, medical expenses or Loss suffered by him,
          a Proceeding in respect of which would constitute a Toxic Tort) in
          the course of operation of the Business to the extent that such Proceeding
          contains allegations relating to a period prior to and ending on Completion
          and where the aggregate amount finally determined or settled in respect
          of such Proceeding (when taken together with any and all other Proceedings
          arising or asserted as arising out of the same or a common cause (or
          causal chain), whether or not occurring at the same time) and including
          any claims that arise as a result of the certification of a class or
          group action is of an amount less than seventy-five thousand U.S. dollars
          (U.S.$75,000) (including for the avoidance of doubt an amount of zero)
          excluding for the avoidance of doubt costs, interest and expenses incurred
    in the defence or settlement of such Proceeding;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "De
            Minimis Routine Product Liability Claim"means
          any Proceeding (whether previously, now or hereafter arising) (other
          than in relation to a Toxic Tort or in relation to the ICI Paints Contract)
          by a third party other than Ergon or any other member of the ICI Group
          in relation to the failure (including for the avoidance of doubt failure
          to meet contractual specifications or comply with those terms of sale
          relating to product specification and fitness for use) of or defects,
          including defects in manufacturing workmanship, design or performance
          in products sold by any Business Sellers or by the Companies in each
          case in relation to the Business prior to Completion where the aggregate
          amount finally determined or settled in respect of such Proceeding
          (when taken together with any and all other Proceedings (whether or
          not instigated or occurring at the same time) arising or asserted as
          arising out of the same or a common cause (or causal chain), whether
          or not occurring at the same time) and including any claims that arise
          as a result of the certification of a class or group action is of an
          amount less than seventy-five thousand U.S. dollars (U.S.$75,000) (including
          for the avoidance of doubt an amount of zero), excluding for the avoidance
          of doubt costs, interest and expenses incurred in the defence or settlement
    of such Proceeding;                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "De
            Minimis Unclassified Liability"means
          any obligation, liability or commitment where the aggregate liability
          finally determined and settled in relation to such obligation, liability
          or commitment (when taken together with any and all other obligations,
          liabilities or commitments arising or asserted as arising out of the
          same or a common cause (or causal chain) whether or not occurring at
          the same time) and including any claims that arise as a result of the
          certification of a class or group action is of an amount less than
          seventy-five thousand U.S. dollars (U.S.$75,000) (including for the
          avoidance of doubt an amount of zero) excluding for the avoidance of
    doubt                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

11

---



Back to Contents

| | costs,
        interest and expenses incurred in the defence or settlement of any Proceeding
        relating to such obligation, liability or commitment and which would
    otherwise be an Unclassified Liability;                                                                                                                                                                                                                                                                                                                                                                                                                             
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Disclosure
          Documents"means
          the documents in the Data Room as listed on the list titled "Project
          Wright: The Disclosure Documents" version dated the same date as this
          Agreement and initialled by the Seller's UK Lawyers and the Purchaser's
    Lawyers for the purpose of identification;                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Disclosure
          Letter"means
          the letter of the same date as this Agreement from the Warrantor and
    addressed to the Purchaser;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Disposal"means
        in relation to the Business, the Business Assets, the Shares or the Company
        Assets, any direct or indirect disposal, including any arrangements by
        which legal or beneficial title to all or substantially all of (i) the
        Business; (ii) the Business Assets; and (iii) the Shares or the Company
        Assets are transferred to a third party, not being a member of the Purchaser's
    Group;                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "DOJ"means
    the Antitrust Division of the United States Department of Justice;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Due
          Date"means,
          in respect of any sum payable or obligation to be performed under any
          of the Transaction Documents, the day specified for that payment to
          be made or that obligation to be performed or, if that day is not a
    Business Day, the immediately preceding Business Day;                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Dutch
          Company"means
          Vinamul B.V. a company incorporated in accordance with the laws of
          the Netherlands (registered number 14036554) whose principal place
    of business is at De Asselen Kuil 20, 6161RD, Geleen, the Netherlands;                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Dutch
    Employees"means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | of
        whom those who are employed at the date of this Agreement are listed
        by job title, location and hire date in Section B of Part 9 (The
        Company Employees)
        of the Employee Lists and each of whom shall also be employed as at the
        Transfer Time, except for leavers and joiners in the ordinary course
        provided such leavers and joiners are not as a consequence of Ergon not
        complying with its obligations pursuant to the terms of Schedule 1 (Conduct
        of the Business and the Companies until Completion)
    but excluding in both cases the Specified Retained Employees;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Dutch
            Final Cash Balance"means,
            in relation to the Dutch Company, the aggregate amount of its Cash
            Balance (expressed in euros) as reflected in the books of the Dutch
    Company as at the Transfer Time;                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Dutch
          Final Cash Balance Interest"shall
          have the meaning given to that term in Paragraph 1.1 of Part 2 (Repayment
          of Net Debt)
    of Schedule 12 (Debt);                                                                                                                                                                                                                                                                                                                                                                                                                                                          

12

---



Back to Contents

| | "Dutch
          Final Financial Debt"means,
          in relation to the Dutch Company, the aggregate amount (expressed in
          euros and calculated as at the Transfer Time) of all borrowings, overdrafts,
          loan stocks, bonds, debentures and notes (together with all accrued
          interest) of the Dutch Company owed to a Financial Institution (apart
          from indebtedness resulting from operating leases) in each case as
    reflected in the books of the Dutch Company;                                                                               
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Dutch
          Final Financial Debt Interest"shall
          have the meaning given to that term in Paragraph 1.1 of Part 2 (Repayment
          of Net Debt)
    of Schedule 12 (Debt);                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Dutch
          Intra-Group Borrowings"means
          the aggregate intra-group financial indebtedness (expressed in euros)
          of the Dutch Company owing to any other members of the ICI Group, including
          all cash sums held by the Dutch Company for or on behalf of any other
          member of the ICI Group, outstanding as at the Transfer Time (apart
          from amounts representing Intra-Group Trading Amounts), plus all accrued
          interest (if any) on such intra-group financial indebtedness (expressed
    in euros) as at the Transfer Time;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Dutch
          Intra-Group Borrowings Interest"shall
          have the meaning given to that term in Paragraph 1.1 of Part 2 (Repayment
          of Net Debt)
    of Schedule 12 (Debt);                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Dutch
          Intra-Group Lendings"means
          the aggregate intra-group financial indebtedness (expressed in euros)
          owing to the Dutch Company by any other members of the ICI Group including
          all cash sums held by such member(s) of the ICI Group for or on behalf
          of the Dutch Company, outstanding as at the Transfer Time (apart from
          amounts representing Intra-Group Trading Amounts), plus all accrued
          interest (if any) on such intra-group financial indebtedness (expressed
    in euros) as at the Transfer Time;     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Dutch
          Intra-Group Lendings Interest"shall
          have the meaning given to that term in Paragraph 1.1 of Part 2 (Repayment
          of Net Debt)
    of Schedule 12 (Debt);                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Dutch
          Net Debt Adjustment"means
          the amount by which (i) the sum of the Dutch Final Cash Balance and
          the Dutch Intra-Group Lendings is greater than or less than (ii) the
          sum of Dutch Final Financial Debt and the Dutch Intra-Group Borrowings
          each as set out in the finally agreed or determined Closing Net Debt
    Statement;                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Dutch
          Net Debt Interest Adjustment"shall
          have the meaning given to that term in Paragraph 1.3 of Part 2 (Repayment
          of Net Debt)
    of Schedule 12 (Debt);                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Dutch
          Share Sale Agreement"means
          the agreement of that name in the Agreed Terms between ICI Investments
          (Netherlands) B.V. and the relevant Company Purchaser relating to the
          transfer of the Shares of the Dutch Company and listed in Part 1 (The
          Transaction Documents)
          of Schedule 16 (The
    Documents in the Agreed Terms);                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Dutch
          Share Consideration"means
          the sum of fifty five million seven hundred thousand U.S. dollars (U.S.$55,700,000)
          representing the unadjusted consideration for the sale of the Shares
    in the Dutch Company;                                                                                                                                                                                                                                                                                                                                            

13

---



Back to Contents

| | "Dutch
          Works Council"means
          the Works Council duly constituted by the Dutch Company under the Works
    Council Act;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | "ECMR"means
        Council Regulation (EC) No. 139/2004 of 20 January 2004 on the control
    of concentrations between undertakings;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | "Elotex"means
        the Elotex division of NSC operating under the name "Elotex" through
        Elotex AG, a Swiss corporation, and through other members of the ICI
    Group;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | "Elotex
          Exclusive Emulsion Polymers"means
          Emulsion Polymers manufactured for and sold exclusively to Elotex (or
          exclusively for and to both Adhesives and Elotex collectively) or,
          if they have not been manufactured or sold, which have been or are
          being developed predominantly for Elotex (or exclusively for both Adhesives
          and Elotex collectively) (as evidenced by documentation existing as
          at the Transfer Time), in each case for use in the manufacture of powdered
          polymers, an exhaustive list of which Emulsion Polymers are set out
          in Part 2 (Elotex
          Exclusive Emulsion Polymers)
          of Schedule 14 (Exclusive
    Emulsion Polymers);                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | "Employees"means
        the U.S. Employees, the Hot Melt Employees, the Transitional U.S. Employees,
    the Canadian Employees, the European Employees and the Company Employees;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | "Employee
          Lists"means
          the lists referred to in Part 2 to Part 13 of Schedule 19 (Employees)
    which are attached to the Employee Lists Side Letter;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | "Employee
          Lists Side Letter"means
          the side letter dated the same date as this Agreement from Ergon to
    the Purchaser to which the Employee Lists are attached;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | "Employee
          Records"means
          the medical and other personnel records relating to the US Employees
    and the Canadian Employees;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | "Emulsion
          Polymers"means
          vinyl acetate homopolymers, vinyl/acrylic copolymers, ethylene vinyl
          acetate copolymers and any vinyl acetate copolymers or terpolymers
          with additional monomers, acrylic copolymers, styrene/acrylic/acrylonitrile
          terpolymers, ethylene vinyl acetate/vinyl chloride terpolymers ethylene
          vinyl acetate/acrylic terpolymers, ethylene vinyl acetate/versatate
          terpolymers; vinyl acetate/versatate/acrylic terpolymers; acrylic/acrylonitrile
          copolymers; styrene acrylic copolymers; versatate/acrylic copolymers
          and vinyl acetate/versatate copolymers which in each case are in liquid
          emulsion form but, for the avoidance of doubt, not including solution
          polymers that are manufactured in emulsion form and subsequently converted
    to solution form;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | "Encumbrances"means
        any right to acquire, option, right of pre emption or conversion, mortgage,
        charge (fixed or floating), pledge, lien, assignment by way of security,
        hypothecation, trust or other similar third party right or interest (legal
        or equitable) in the nature of a security interest however created or
    arising;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | "Environment"means
        all or any of the following media: the air, water or land provided that
        such media within any building or other man made structure above or below
    ground are excluded from this definition;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

14

---



Back to Contents

| | "Environmental
          Claim"means
    any claim by the Purchaser under the Environmental Deed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Environmental
            Deed"means
            the deed of that name in the Agreed Terms between Ergon and the Purchaser
            and listed in Part 1 (The Transaction Documents)
            of Schedule 16 (The Documents in the Agreed Terms). After
            the Completion Date and where appropriate, reference to the Environmental
            Deed shall mean the Environmental Deed as executed by the parties
    to it;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Environmental
            Deed Matters"means
            any fact, matter, event or circumstance or any Losses or other liabilities
            resulting from it where the Purchaser would have been entitled to
            make a claim pursuant to the Environmental Deed in respect of that
            fact, matter, event or circumstance or, as the case may be, recover
            those Losses or other liabilities but for Schedule 7 of this Agreement
            (insofar as it relates to the Environmental Deed) or the provisions
            of the Environmental Deed or any other provisions of this Agreement,
            any other Transaction Document or any Ancillary Agreement in each
            case which have the effect of excluding or limiting liability under
    the Environmental Deed;                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Environmental
            Indemnity Claim"means
            any claim by the Purchaser under Clause 3.1 of the Environmental
    Deed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Environmental
            Indemnity Period"shall
    have the meaning given to that term in the Environmental Deed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Environmental
            Laws"means
            all or any applicable laws (whether civil, criminal or administrative),
            common law, statutes, statutory instruments, subordinate legislation,
            civil codes, regulations, directives, orders, judgments and all policies
            and practices imposed by a Competent Authority, each as is legally
            enforceable and which are in force and binding at the date of this
            Agreement pertaining to: (a) the protection of the indoor or outdoor
            Environment; (b) the conservation, management or use of natural resources
            and wildlife; (c) the protection or use of surface water, ground
            water, ambient air, land surface or subsurface strata; (d) the management,
            containment, manufacture, possession, presence, use, processing,
            generation, transportation, treatment, storage, disposal, release,
            abatement, removal, remediation or handling of any Hazardous Substances;
            (e) pollution (including any release of Hazardous Substances to the
    Environment) or (f) public or employee health and safety issues;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Environmental
            Permit"means
            all or any Permits required under Environmental Laws for the operation
    of the Business on or before Completion;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Environmental
            Warranties"means
    the Warranties set out in Paragraph 15 of Schedule 6 (Warranties);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Ergon
            Contractual
Obligation"shall
have the meaning given to that term in Clause 11.1 (Performance
of Exclusive Business Contracts)
and"Ergon Contractual
Obligations"shall
be construed accordingly;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "ERISA"means
          the United States' Employee Retirement Income Security Act of 1974,
    as amended;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

15

---



Back to Contents

| | "European
      and Company Employee Records"means                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | relating to the European Employees and the Company Employees, but excludes
      all pensions records relating to the European Employees and the Company
      Employees;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "European
    Employees"means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | of
      whom those who are employed at the date of this Agreement are listed by
      job title, location and hire date in Part 8 (The
      European Employees)
      of the Employee Lists and each of whom shall also be employed as at the
      Transfer Time, except for leavers and joiners in the ordinary course provided
      such leavers and joiners are not as a consequence of Ergon not complying
      with its obligations pursuant to the terms of Schedule 1 (Conduct
      of the Business and the Companies until Completion)
      but excluding in both cases the Specified Retained Employees;                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "Excluded
      Assets"means collectively the Shared Assets (other than the Business IP, regardless
      of whether its use is shared) and each of those assets which are listed
      in Part 1 (The
      Excluded Assets)
      of Schedule 9 (The
      Excluded Assets and Excluded Contracts);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "Excluded
      Books and Records"means (a) VAT, GST, QST or provincial sales tax records and books and records
      of the U.S. Business relating to sales tax; (b) any lists of customers and
      suppliers, business plans and forecasts (prepared by anyone now or previously
      employed in or furnishing services to the Business), notices, enquiries,
      orders, correspondence, computer disks, tapes or other machine readable
      or other records of a financial or marketing nature (including current and
      historical sales and price data and market and application strategies (if
      any)) to the extent that they contain Excluded IP or relate to the assets
      which are listed in Part 1 (The
      Excluded Assets)
      of Schedule 9 (The
      Excluded Assets and Excluded Contracts);
      and (c) in all cases, items which are or contain Technical Information;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "Excluded
      Businesses"means all activities of the ICI Group other than the Business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

16

---



Back to Contents

| | "Excluded
            Contracts"means
            the Contracts listed in Part 2 (The
            Excluded Contracts)
            of Schedule 9 (The
    Excluded Assets and Excluded Contracts);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Excluded
            Creditor
Obligations"means
all amounts owed by the Business Sellers to third party trade creditors in respect
of the supply of goods or services in the ordinary course of the Business directly
relating to the U.S. Business and/or the Canadian Business but excluding amounts
owed and/or liabilities and obligations under, if any, the Meredosia Property
Municipal Bonds and, except to the extent expressly assumed in writing by the
Purchaser or the Spartenburg County Leaseback Agreement and/or the Option Agreement
(as each such term is defined in Schedule 2 (Property
Matters) and
which have been invoiced, but remain unpaid as at the Transfer Time;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Excluded
            Debtors"means
    the U.S. Debtors and the Canadian Debtors;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Excluded
            IP"means
    collectively:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Excluded
            Reports"means
    the reports listed in Disclosure Document 8.l.67;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

17

---



Back to Contents

| | "Excluded
            Trade
Marks"shall
have the meaning given to that term in Clause 25.2 (Use
of the Excluded Trade Marks);                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Exclusive
            Business
Contracts"means
all Contracts which (a) relate exclusively to the Business or the Business Assets
and (b) the Exclusive VAM Contracts;                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Exclusive
            Emulsion
Polymers"means
the Adhesives Exclusive Emulsion Polymers and the Elotex Exclusive Emulsion Polymers;                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Exclusive
            VAM Contracts" means
            all VAM Contracts which relate exclusively to the Specified Territories
    or Mexico;                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Fair
            Value"means
            the fair value of the emulsions fixed assets of the Business (including
            the Companies) as at the Transfer Time computed in accordance with
            Part 1 (The
            Step Up Adjustment Statement)
            of Schedule 24 (Step
    Up Adjustment);                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Fair
            Value Report"means
            the report prepared for the Purchaser by the Third Party Valuer in
            accordance with Paragraph 3(b) of Part 1 of Schedule 8 (Allocation
            of Consideration),
            setting out the fair value of the Business Assets and the assets
    of the Companies acquired by the Purchaser pursuant to this Agreement;                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Fair
            Value Statement"means
            the statement to be prepared in accordance with Part 1 (The
            Step Up Adjustment Statement)
            of Schedule 24 (The
    Step Up Adjustment);                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Final
            Certificate
of the Working Capital Adjustment"shall
have the meaning given to that term in Part 1 (The
Working Capital Statement)
of Schedule 11 (Determination
and Certification of Working Capital Adjustment);                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Financial
            Institution"means
            any banking, lending or other similar institution or organisation,
    which, in each case, is not a member of the ICI Group;                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Financial
            Statement
Date"means
31 December 2003;                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "FTC"means
    the United States Federal Trade Commission;                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "GFCO"means
    the German Federal Cartel Office (Bundeskartellamt);                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Governmental
            Authority"means
            any supranational, national, federal, regional, state or local government,
            court, governmental agency, authority, bureau, instrumentality or
    regulatory body other than a Tax Authority;                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Group"means,
          in relation to any party, that party and each of its subsidiaries and
          subsidiary undertakings from time to time, any holding companies it
          may have from time to time and all other subsidiaries or subsidiary
          undertakings of any such holding companies, all of them and each of
          them as the context admits and"Group
          Member"shall
    mean any of those entities;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "GST"means
          the goods and services tax imposed by the Excise Tax Act, R.S.C., 1985,
    c E-15 of Canada;                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | "Guarantee"means
          any guarantee, indemnity or other similar agreement, commitment, covenant
    or undertaking made or given by any member of the ICI                                                                                                                                                                                                                                                                               

18

---



Back to Contents

| | Group (other than the Companies) in relation to the Business prior to Completion
      whereby that member of the ICI Group remains liable after Completion as
      a result of such guarantee, indemnity, agreement, commitment, covenant or
      undertaking in respect of an Assumed Liability or a liability or obligation
      of the Companies (other than a Company Retained Liability) as at Completion
      in relation to the Business which is not a Company Retained Liability and
      in each case in respect of which such member of the ICI Group has not otherwise
      agreed to remain liable pursuant to the terms of any of the Transaction
      Documents;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "Hot
    Melt Employees"means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| | of
          whom those who are employed at the date of this Agreement are listed
          by job title, location and hire date in Part 4 (The
          Hot Melt Employees)
          of the Employee Lists and each of whom shall also be employed as at
          the Transfer Time, except for leavers and joiners in the ordinary course
          provided such leavers and joiners are not as a consequence of Ergon
          not complying with its obligations pursuant to the terms of Schedule
          1 (Conduct
          of the Business and the Companies until Completion)
    but excluding in both cases the Specified Retained Employees;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "ICI
            Finance"means
            ICI Finance PLC, a company incorporated in England and Wales (registered
            number 45690) whose registered office is at 20 Manchester Square,
    London, W1U 3AN;                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "ICI
            Group"means
            any of the following from time to time: Ergon, its subsidiaries and
            subsidiary undertakings and any holding company of Ergon and all
            other subsidiaries and subsidiary undertakings of any holding company
            of Ergon, including National Starch & Chemical Limited and National
            Starch & Chemical B.V., but excluding (after Completion) the
            Companies, and"member
            of the ICI Group"shall
    be construed accordingly;                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "ICI
            Group Standards"means
            the standards described in Part 2 (ICI
            Group Standards)
            of Schedule 4 (Intellectual
    Property);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "ICI
            Paints"means
            the Georgia Company dba ICI Paints a Delaware corporation located
            at 925 Euclid Avenue, Suite 900, Cleveland, Ohio 44115 together with
    its successors and assigns;                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "ICI
            Paints Contract"means
            the toll manufacturing and packaging agreement, effective 21 October
            2003 and
made between ICI Paints and National Starch & Chemical Company, as amended
from time to time;                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "ICTA"means
    the Income and Corporation Taxes Act 1988;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

19

---



Back to Contents

| | "Imperial
          Chemical Industries PLC"means
          Imperial Chemical Industries PLC, a company incorporated in England
          and Wales (registered number 00218019) whose registered office is at
    20 Manchester Square, London W1U 3AN;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | "Increased
            Rate"means,
            in relation to interest accruing in respect of any day, a rate of
    two per cent (2%) per annum above the Initial Rate;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | "Indemnities"means
          the indemnities given by Ergon (or any other member of the ICI Group)
          in Clauses 4.5(b) (Discharge
          of Retained Liabilities),
          Clause 4.6(b) (Assumption
          and Discharge of Company Retained Liabilities),
          Clause 11 (Business
          Contracts),
          Clause 17.1 (Warrington,
          Benzene and Asbestos Claims),
          Clause 17.3 (Sewers),
          Clause 17.4 (Firewater
          Systems),
          Paragraph 2.1(a)(x) (Meredosia
          Pension Plan)
          of Part 1 (U.S.
          Pensions)
          of Schedule 5 (Pensions
          and Related Benefits),
          Paragraph 10.2 of Part 2 (UK
          Pensions)
          of Schedule 5 (Pensions
          and Related Benefits),
          and Paragraph 4.3 (Termination
          of Transferring Employees)
    of Schedule 19 (Employees);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | "Indemnity
            Claim"means
            a claim by the Purchaser or any other member of the Purchaser's Group
    against Ergon or any of the other Sellers pursuant to the Indemnities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | "Information
            Memorandum"means
            the confidential memorandum relating to the Business, provided by
            NSC to the Purchaser and/or a member of its Group and/or its financial
    advisers;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | "Initial
            Payment"means
            the sum of one hundred and ninety seven million six hundred thousand
            U.S. dollars (U.S.$ 197,600,000) to be paid by the Purchaser at Completion
            and representing the aggregate of the Business Cash Consideration
            and the Share Consideration (in each case for the avoidance of doubt
            before these sums are adjusted in accordance with Schedule 11 (Determination
            and Certification of Working Capital Adjustment)
    and Schedule 12 (Debt));                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | "Initial
            Rate"means,
            in relation to interest accruing in respect of any day, a rate equivalent
            to the three month U.S.$ LIBOR, as quoted by Citigroup prevailing
    at the close of business on that day;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | "Intellectual
            Property"means
            all U.S. and Non-U.S. intellectual property, including patents, utility
            models, patent disclosures, (and all rights relating thereto including
            reissues, re-examinations, divisions, continuations, continuations-in-part,
            extensions or renewals), rights in inventions (whether captured in
            an invention disclosure or not), trade marks and service marks, certification
            marks, trade names, rights in trade dress, identifying symbols, logos
            or insignia, domain names, and all goodwill associated therewith,
            right in designs, copyrights, moral rights, intellectual property
            rights in all computer hardware, architectures, software, computer
            programs, source codes, object codes databases and compilations,
            and rights in all related documentation, topography rights, advertising
            rights, rights in databases, trade secrets and know-how, rights in
            discoveries, improvements, processes, formulas, specifications, in
            all cases whether or not registered or registrable and including
            registrations and applications for registration or grant of any of
            these and rights to apply for the same and all rights in Technical
    Information and all rights to sue at law or in equity for any past

20

---



Back to Contents

| | infringement
          or other impairment of any and all of the foregoing, including the
          right to receive all proceeds and damages therefrom, where applicable
    at law;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "Intra-Group
              Non-Trading Claims"means
              all liabilities, obligations and commitments of whatsoever nature,
              (whether presently in existence or hereafter arising) which are
              owed by any member of the ICI Group (excluding the Companies) to
              the Companies and which relate to the period prior to the Transfer
              Time including pursuant to any claims of any nature against any
              member of the ICI Group (excluding the Companies) to which any
              Company may otherwise be entitled at the Transfer Time and any
              Losses arising in connection with any of the foregoing but excluding
              the Intra-Group Trading Amounts, the Dutch Intra-Group Lendings
              and the UK IntraGroup Lendings and any other liabilities, obligations
              and commitments of any member of the ICI Group assumed or agreed
              to be discharged or performed by the ICI Group (other than the
              Companies) pursuant to the Transaction Documents and/or the Reorganisation
    Documentation;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "Intra-Group
            Non-Trading
Liabilities"means
all liabilities, obligations and commitments of whatsoever nature, (whether presently
in existence or hereafter arising,) of any member of the ICI Group (including
the Companies) in relation to the Business which is owed to any other member
of the ICI Group (excluding the Companies) which relates to the period prior
to the Transfer Time including pursuant to any claims of any nature against the
Companies to which any member of the ICI Group may otherwise be entitled as at
the Transfer Time and any Losses arising in connection with any of the foregoing
but excluding the Intra-Group Trading Amounts, the Dutch Intra-Group Borrowings
and the U.K. Intra-Group Borrowings, liabilities of the Companies in respect
of Tax and any other liabilities, obligations and commitment of any member of
the ICI Group (including the Companies) assumed or agreed to be discharged or
performed by the Purchaser's Group or the Companies pursuant to the Transaction
Document and/or the Reorganisation Documentation;                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "Intra-Group
            Trading
Amounts"means
all amounts owed by or to any Business Seller and/or any of the Companies in
the ordinary course of trading in relation to the Business to or by any other
member of the ICI Group as at the Transfer Time;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "IP
            Licence"means
            the agreement of that name in the Agreed Terms, relating to the licensing
            of certain Intellectual Property and listed in Part 1 (The
            Transaction Documents)
            of Schedule 16 (The
    Documents in the Agreed Terms);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "Leaseback
              Properties"means
              the properties to be leased back from the Purchaser or another
              member of the Purchaser's Group (including the Companies) to Ergon
              or another member of the ICI Group, details of which are set out
              in Part 6 (List
              of Leaseback Properties)
              of Schedule 2 (Property
    Matters);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "Liability
            to
Tax"means
a liability to make an actual or increased payment of Tax;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "Local
            Agreements"means
    each of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

21

---



Back to Contents

| | (c)                                                                                                                                                                                                                                                                                                                                                                                                              | the U.S.
    Business Sale Agreement; and                                                                                                                                                                                                                                                                                                        
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                  
| | (d)                                                                                                                                                                                                                                                                                                                                                                                                              | such
        other local transfer agreements as may be necessary or reasonably required
        effectively to transfer or evidence the transfer of the Business, the
        Shares or the Business Assets or the assumption of the Assumed Liabilities
        in any jurisdiction in accordance with this Agreement and/or applicable
    law;
| |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                  
| | "Long
            Stop Date"means
    1 April 2005;                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                  
| | "Losses"in
          respect of any matter, event or circumstance includes all Proceedings,
          damages, payments, losses, costs, expenses or other liabilities (including
          all interest, penalties, reasonable legal and other professional fees,
          costs and expenses, but excluding any internal costs) arising or incurred
    in connection with such matter, event or circumstance;
| |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                  
| | "Material
              Business Contracts"means
              any of the Business Contracts (a) whose annual turnover or annual
              contract value relating directly to the Business is greater than
              or equal to one million U.S. dollars (U.S.$1,000,000); or (b) which
              relate to the purchase of vinyl acetate monomer;                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                  
| | "Material
              Company Contracts"means
              any of the Company Contracts (a) whose annual turnover or annual
              contract value relating directly to the Business is greater than
              or equal to one million U.S. dollars (U.S.$1,000,000); or (b) which
    relate to the purchase of vinyl acetate monomer;                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                  
| | "Material
            Contracts"means
    the Material Business Contracts and the Material Company Contracts;                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                  
| | "Meredosia
            Business
Property"means
all that real property as detailed as items numbered 2 and 3 in Part 3 (List
of Business Properties)
of Schedule 2 (Property
Matters);                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                  
| | "Meredosia
            Property
Municipal Bonds"has
the same meaning as "Bond or Bonds" in a lease agreement dated 7 August 1975
and made between (1) Village of Meredosia, Illinois and (2) NEVADA and relating
to Meredosia Parcel 5 (as defined in Part 1 (General
Conditions  Business Properties)
of Schedule 2 (Property
Matters));                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                  
| | "Meredosia
              Sewers"means
              the whitewater/wastewater Sewers at the Meredosia Business Property
              which are constructed of clay but excluding without limitation
              those that have been relined in the three (3) years prior to the
    Completion Date;                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                  
| | "Net
              Book Value"means
              the net book value of the emulsions fixed assets of the Business
              (including the Companies) as at the Transfer Time computed in accordance
              with Part 1 (The
              Step Up Adjustment Statement)
              of Schedule 24 (The
    Step Up Adjustment);                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                  
| | "Net
            Book Value
Statement"means
the statement substantially in the form set out in Part 2 (Pro
Forma Net Book Value Statement)
of Schedule 24 (Step
Up Adjustment)
to be prepared in accordance with Part 1 (The
Step Up Adjustment Statement)
of Schedule 24 (Step
Up Adjustment);                                                                                                                 

22

---



Back to Contents

| | "No
            Embarrassment Payment"means
            a sum equal to 50% of the amount by which the Transaction Value exceeds
            the Sale Threshold and which shall be determined and paid in accordance
            with the terms of Schedule 23 (No
    Embarrassment Payment);                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "Non-Emulsions
    Business Plant and Machinery"means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "Notified
            Claim"means
            any claim in respect of a loss incurred in connection with the Business
            arising from an insured peril which occurred prior to the date of
            this Agreement and which has been notified to the relevant provider
            of insurance (whether a third party insurer or a member of the ICI
            Group) prior to the date of this Agreement to the extent it relates
            to an Assumed Liability or a liability of a Company in relation to
    the Business;                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "NSC"means
            National Starch & Chemical, a business division of Imperial Chemical
    Industries PLC;                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "Other
            Relevant
Competition Authorities"means
each Relevant Competition Authority other than the GFCO, the FTC and the DOJ;                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "Oxy
              Licence"means
              the patent licence from Occidental Chemical Corporation to National
    Starch & Chemical Company dated 24 August 2004;                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "Patent
            Rights"means
            rights under any patents of any kind, including utility models, and
            patent applications (and all rights relating thereto including rights
            under any reissues, re-examinations, divisions, continuations, continuations-in-part,
    extensions or renewals);                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "Permit"means
            an authorisation, certificate, approval, permit, licence, registration
            or consent issued by a Governmental Authority but excluding licences
    to use and registration of Intellectual Property;                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "Permitted
              Disposals"means
              (i) sale or disposal of assets in the ordinary course of trading
              of the disposing entity; (ii) disposals of assets in exchange for
              other assets comparable or superior as to type, value and quality;
              (iii) the sale, transfer or disposal in the ordinary course of
              trading of obsolete plant or machinery; (iv) the payment of any
              dividend or distribution in the ordinary course of business; or
    (v) transfers of shares and assets intra group;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | "Permitted
            Encumbrances"means
            Encumbrances which are (i) liens for Taxes, assessments or governmental
            charges or levies not yet due and delinquent or being diligently
            contested in good faith, (ii) statutory liens of carriers, warehousemen,
            mechanics and the like arising in the ordinary course of the Business
            for amounts not yet due and payable and (iii) minor imperfections
    of title which do not impair in any                                                                              

23

---



Back to Contents

| | material
          respect the conduct of the Business or the use of the Business Assets
    in the manner currently used;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Permitted
            Parties"means
            members of the Purchaser's Group or the ICI Group from time to time
    (as the case may be);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "predominantly"means
    more than fifty per cent (50%);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Prepayments"means
          all amounts paid (whether by deposit, prepayment or otherwise) prior
          to the Transfer Time by or on behalf of any member of the ICI Group
          so far as the same relate to expenses, liabilities or obligations,
          or the right to receive goods or services, in connection with the carrying
          on of the Business in respect of any period after the Transfer Time
          (but excluding, for the avoidance of doubt, amounts in respect of Taxation
    of any kind);                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Primary
              Books and Records"means
              all lists of customers and suppliers, business plans and forecasts
              (prepared by anyone now or previously employed in or furnishing
              services to the Business), notices, enquiries, orders, correspondence,
              computer disks, tapes or other machine readable or other records
              of a financial or marketing nature (including current and historical
              sales and price data and market and application strategies (if
              any)) to the extent that they relate exclusively to the Business
              and all of the foregoing to the extent that they relate to ethylene
              vinyl acetate copolymers, in each case which are owned by any Business
    Seller, but excluding the Excluded Books and Records;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Proceedings"means
            any and all claims, assertions, notices of claim or assertion, complaints,
    demands, suits, litigation, judgments, actions, proceedings or investigations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Pro
              Forma Working Capital Statement"means
              the pro forma statement set out in Part 2 (Pro
              Forma Working Capital Statement)
              of Schedule 11 (Determination
    and Certification of Working Capital Adjustment);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Pro
            Forma Working
Capital Value"means
the amount shown against "Total Pro Forma Working Capital Value" in the Pro Forma
Working Capital Statement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Properties"means
    the Business Properties and the Company Properties;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Purchaser
            Affiliate"any
            company in which the Purchaser or any other member of the Purchaser's
            Group (alone or together with any other member of the Purchaser's
    Group) holds 25% or more of the voting rights;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Purchaser's
            Claim"means
            an Indemnity Claim, an Environmental Claim, a Warranty Claim or a
    Contractual Claim but not a Tax Claim;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Purchaser's
            Group"means
            any of the following from time to time: the Purchaser, its subsidiaries
            and subsidiary undertakings and any holding company of the Purchaser
            from time to time, including (after Completion) the Companies, and
            all other subsidiaries and subsidiary undertakings of any holding
            company of the Purchaser and"member
            of the Purchaser's Group"shall
    be construed accordingly;                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | "Purchaser's
            Lawyers"means
    Skadden, Arps, Slate, Meagher & Flom (UK) LLP;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

24

---



Back to Contents

| | "Purchasing
      Companies"means the Business Purchasers and the Company Purchasers;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "QST"means the Québec Sales Tax imposed by the Act Respecting the Québec
      Sales Tax, R.S.Q. c. T-O.1 of Québec;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Reasonable
      Reader"means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Recommended"means recommended at Paragraph (j) of the Loss Prevention Survey (at Disclosure
      Document 8.3.23) with respect to the Boucherville Business Property and
      recommended in the Loss Prevention Report at Disclosure Document 8.1.12.2
      with respect to the Meredosia Business Property;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Release"means spilled, discharged, leaked, emitted, escaped, dumped, leached, off
      gassed, dispersal, disposal, migration or release of any kind whatsoever;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Relevant
      Competition Authority"means the relevant authority, or regulatory body, in each of the jurisdictions
      listed in Schedule 18 (Relevant
      Competition Authorities)
      with legal authority to make a decision pursuant to antitrust, competition
      or similar laws granting or refusing consent to a merger or acquisition
      falling within its jurisdiction and within whose jurisdictions the acquisition
      of all or part of the Business Assets and the Shares by the Purchaser actually
      falls together with the relevant authority, or regulatory body in each jurisdiction
      in which additional mandatory filings may be required in connection with
      the acquisition of all or part of the Business Assets and the Shares by
      the Purchaser, by reason of a change in legislation after the date of this
      Agreement;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Relief"means any loss, relief, allowance, set-off, or credit in respect of any
      Tax or any deduction in computing income, profits or gains for the purposes
      of any Tax or any right to repayment or refund in respect of any Tax;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Reorganisation"means the transfer of certain assets and liabilities not related to the
      Business from each of the UK Company and the Dutch Company, and the grant
      of a lease in respect of the Warrington Leased Property pursuant to the
      Reorganisation Documentation;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Reorganisation
      Documentation"means each of the asset transfer agreements and other documents in the Agreed
      Terms and as listed in Schedule 17 (the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

25

---



Back to Contents

| | Reorganisation
      Documents)
      to be entered into prior to Completion by the UK Company and the Dutch Company
      respectively, and in the case of the lease of the Warrington Leased Property,
      which has been entered into by the UK Company prior to the date of this
      Agreement, pursuant to which the Reorganisation will be effected;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Repeated
      Warranties"means the Warranties set out in Paragraphs 1, 2, 4, 5.1, 5.2, 5.4, 5.5,
      5.6, 5.7, 6.5, 6.6, 6.7, 6.8, 6.9, 6.10, 8.1(a) and (b), 9.10, 9.13-9.19
      (inclusive), 10, 11.1-11.3 (inclusive), 11.9, 11.13-11.16 (inclusive), 11.20-11.22
      (inclusive), 12, 13, 15.1, 15.2, 16.1-16.5 (inclusive), 16.7-16.10 (inclusive),
      16.12, 16.14-16.16 (inclusive), 16.18, 17, 18 and 19 of Part 1 (General
      Warranties Business and Companies)
      and 5 of Part 2 (Company
      Specific Warranties)
      of Schedule 6 (Warranties);                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Repeated
      Warranty Claim"means a claim by the Purchaser against the Warrantor for breach of a Repeated
      Warranty as they are deemed to be given immediately before Completion pursuant
      to Clause 16.1(b) (Warranties);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Retained
      Environmental Liabilities"shall have the meaning given to that term in the Environmental Deed;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Retained
      Employees"means any person who is employed by any member of the ICI Group and who
      is not a Company Employee; a U.S. Employee; a Canadian Employee; or a European
      Employee;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Retained
      Liabilities"shall have the meaning given to that term in Clause 4.4 (Retained
      Liabilities);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Retained
      Properties"means the properties details of which are set out in Part 5 (List
      of Retained Properties)
      of Schedule 2 (Property
      Matters);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Sale"means (i) the sale of the Business, Business Assets, Shares and Company
      Assets constituting a Disposal but not as part of a wider or larger sale
      including other assets of the Purchaser's Group; (ii) any sale or transfer
      of shares in any member of the Purchaser's Group which has the sole purpose
      of effecting a Disposal (whether through a single transaction or a series
      of transactions) but not as part of a wider or larger sale including other
      assets of the Purchaser's Group; or (iii) any sale or transfer (whether
      through a single transaction or a series of transactions) of the business
      assets or undertaking of the Purchaser or any member of the Purchaser's
      Group which has the sole purpose of effecting a Disposal, except in each
      case for Permitted Disposals;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Sale
      Threshold"means a sum equal to 150% of the Basic Consideration;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | "Secondary
      Books and Records"means, to the extent such items relate in part but not exclusively to the
      Business, a copy of any lists of customers and suppliers, business plans
      and forecasts (prepared by anyone now or previously employed in or furnishing
      services to the Business), notices, enquiries, orders, correspondence, computer
      disks, tapes or other machine readable or other records of a financial or
      marketing nature (including current and historical sales and price data
      and market and application strategies (if any)), where such portions or
      sections of such records are used or held for use by any Business Seller,
      (but only the portions or sections of such                                                                                                             

26

---



Back to Contents

| | items
      which relate to the Business) and excluding, in all cases, the Excluded
      Books and Records;                                                                                                                                                                                                                                                                                                                                                                                               
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Seconded
      European Employees"means the individuals (and only those individuals) listed by job title,
      location and hire date in Section 1 (List
      of Seconded European Employees)of Part
      3 (List
      of Seconded Employees)
      of the Employee Lists;                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Seconded
      U.S. Employees"means the individuals (and only those individuals) listed by job title,
      location and hire date in Section 2 (List
      of Seconded U.S. Employees)of Part
      3 (List
      of Seconded Employees)
      of the Employee Lists;                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Sellers"means collectively the Business Sellers and the Company Sellers;                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Seller's
      UK Lawyers"means Mayer, Brown, Rowe & Maw LLP (an English limited liability partnership)
      whose registered office is at 11 Pilgrim Street, London EC4V 6RW;                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Seller's
      U.S. Lawyers"means Mayer, Brown, Rowe & Maw LLP, (an Illinois limited liability partnership)
      whose principal place of business is at 190 South LaSalle Street, Chicago,
      Illinois, 60603-3441, USA;                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Sewer
      Repairs"means relining, replacement, spot repair and/or patching of the Meredosia
      Sewers and/or the Warrington Sewers in each case as may be appropriate and:                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Sewers"means any beneath ground pipelines conveying process wastewater;                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Share
      Consideration"means the sum of eighty four million nine hundred thousand U.S. dollars
      (U.S.$84,900,000) representing the unadjusted consideration for the sale
      of the Shares;                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Shared
      Assets"means all assets listed in Paragraph (e) of Part 1 (the
      Excluded Assets)
      of Schedule 9 (The
      Excluded Assets and Excluded Contracts)
      owned by Ergon or any other member of the ICI Group (other than Business
      Contracts and Shared IP) which relate both to any part of the Business and
      to any other activities and operations of Ergon or any other member of the
      ICI Group other than any of such assets as are located at the Properties;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | "Shared
      Business Contracts"means those Contracts to which any member of the ICI Group (other than the
      Companies) is a party as at Completion and which relate to both the Business
      or the Business Assets and the Excluded Businesses of any member                                                                                                                                                                                                                                      

27

---



Back to Contents

| | of
      the ICI Group and which (a) predominantly relate to the Business or the
      Business Assets (b) are listed in Part 1 (Shared
      Business Contracts)
      of Schedule 22 (Shared
      Contracts)
      or (c) are Shared VAM Contracts but (in any case) excluding (i) any lease
      or licence of any of the Business Properties; (ii) Environmental Permits;
      (iii) the Guarantees; (iv) any employment or services agreements entered
      into with any of the Employees or former employees, and (v) the Excluded
      Contracts;                                                                                                                                                                                                                                                                                    
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Shared
      Company Contracts"means those Contracts to which a Company is a party at Completion and which
      relate both to the Business and the Excluded Businesses and which are listed
      in Part 2 (Shared
      Company Contracts)
      of Schedule 22 (Shared
      Contracts);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Shared
      Company Guarantee"means a Company Guarantee which relates both to the Business and the Excluded
      Businesses;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Shared
      Guarantee"means a Guarantee which relates both to the Business and the Excluded Businesses;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Shared
      IP"means
      any Intellectual Property which is owned by any of the Business Sellers
      or either Company as at Completion and which is used or held for use in
      the Business, but not predominantly, and which does not constitute Excluded
      IP;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Shared
      VAM Contracts"
      means all VAM Contracts which relate to both the Specified Territories or
      Mexico and to territories in the rest of the world;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Shares"means all of the issued shares in the share capital of each of the Companies,
      details of which are set out in Schedule 13 (The
      Companies);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Special
      Purpose Accounts"means the aggregated statements of profit and loss for the Business for
      each of the twelve (12) month periods ended on 31 December 2001, 31 December
      2002 and the Financial Statement Date, including the opinion on such statements
      given by KPMG Audit PLC, a true copy of which is contained at Disclosure
      Document 3.1.40;                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Specified
      Retained Employees"means the individuals listed by job title, location and hire date in Part
      12 (The
      Specified Retained Employees)
      of the Employee Lists;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Specified
      Territories"means the United States, Canada, Albania, Andorra, Belgium, Bosnia-Herzegovina,
      Bulgaria, Croatia, Denmark, Germany, Greece, Spain, France, Iceland, Ireland,
      Italy, Liechtenstein, Luxembourg, the Netherlands, Austria, Portugal, Finland,
      Sweden, the United Kingdom, Cyprus, the Czech Republic, Estonia, Hungary,
      Latvia, Lithuania, Macedonia, Malta, Moldavia, Monaco, Norway, Poland, Romania,
      San Marino, Serbia/Montenegro, the Slovak Republic, Slovenia, Switzerland,
      Turkey, Vatican City, the Russian Federation, the Republic of Armenia, the
      Republic of Moldova, the Republic of Belarus, Kyrgyz Republic, the Republic
      of Tajikistan, Turkmenia, the Republic of Uzbekistan, the Republic of Kazakhstan,
      the Azerbaijan Republic and Georgia;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | "Specified
        Transferring Employees"means the individuals listed by job title, location and hire date on Part
        13 (The
        Specified Transferring Employees)
        of the Employee Lists and the Brampton Specified Transferring Employees,
        Bridgewater                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

28

---



Back to Contents



| | Specified
      Transferring Employees, Canadian Specified Transferring Employees, the Dutch
      Specified Transferring Employees, the European Specified Transferring Employees,
      the Hot Melt Specified Transferring Employees, the Transitional U.S. Specified
      Transferring Employees, the UK Specified Transferring Employees and the
      U.S. Specified Transferring Employees means those individuals listed in
      Paragraphs 1, 2, 3, 4, 5, 6, 7, 8 and 9 of Part 13 respectively;                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Split
      Contracts"means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Step
      Up Adjustment"means a sum equal to the lesser of (a) one million, two hundred and fifty
      thousand U.S. dollars (U.S. $1,250,000) and (b) 6.25% of the Step Up Value;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Step-Up
      Review Period"means, in the case of the Net Book Value Statement the period of thirty
      (30) Business Days after delivery to the Purchaser of the Net Book Value
      Statement and, in the case of the certificate of Step Up Value or the Fair
      Value Statement, the period of thirty (30) Business Days after the delivery
      to Ergon of the certificate of Step Up Value;                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Step
      Up Value"means the amount by which the Fair Value is greater than the Net Book Value;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Step
      Up Payment Date"means the day falling five (5) Business days after the issue of the Final
      Certificate of the Step Up Value (in accordance with Paragraph 3.6 (Meaning
      of "Final Certificate of the Step Up Value")
      of Schedule 24 (Step
      Up Adjustment));                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Stock"means
      all stocks of finished goods and samples, raw materials and consumables,
      engineering spares, laboratory supplies, work-in-progress and other similar
      stock in trade wherever located produced or acquired for the purpose of
      sale or use in the manufacture of finished products or the provision of
      services, owned by the Business Sellers for the purposes of and/or relating
      to the Business and/or by the Companies as at the Transfer Time, the value
      of which shall be determined for the purpose of the Working Capital Adjustment
      in accordance with Schedule 11 (Determination
      and Certification of Working Capital Adjustment);                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Stock
      Exchange"means London Stock Exchange PLC;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Systemic
      Product Liability"means a series of Proceedings (which term "series of Proceedings" shall
      include a single Proceeding with multiple claimants), whether presently,
      now or hereafter arising, made or instigated by third parties to the extent
      such Proceedings arise or are alleged to arise from the same or substantially
      the same: (a) failures or malfunctions (including any failure to meet contractual
      specifications, product specification or fitness for use) or defects (including
      any defect in manufacturing, workmanship, design or performance regardless
      of when it arises) of a product supplied prior to Completion by the Business
      Sellers or the Companies or any other member of the ICI Group or their respective
      predecessors in title (or any

29

---



Back to Contents

| | material
      incorporating such product); or (b) events or circumstances relating to
      the manufacture, sale or use of any product of the Business prior to Completion
      or materials incorporating any such product (regardless of whether such
      products met specifications or other terms of sale), including damage to
      property, but excluding in each case isolated or unrelated defects in the
      same products, defects in or relating to finished goods forming part of
      the Stock and/or De Minimis Routine Product Liability Claims and excluding
      personal injury claims;                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "Tax"or"Taxation"means all forms of taxation, impositions, duties, contributions and levies
      in the nature of taxation including (without prejudice to the generality
      of the foregoing) income tax, tax on capital gains, corporation tax, VAT,
      stamp duties, transfer taxes, land taxes (other than rates), fees in lieu
      of taxes (FILOT), stamp duty land tax, stamp duty reserve tax, GST, QST,
      provincial sales tax, sales tax or use taxes, social security contributions
      and any amounts withheld on account of any of the foregoing together with
      all penalties, charges, surcharges, fines, costs and interest relating thereto
      (in all cases, regardless of whether such taxes, penalties, charges, surcharges,
      fines, costs and interest are directly or primarily chargeable against or
      attributable to the relevant person or any other person and regardless of
      whether the relevant person has, or may have, any right of reimbursement
      against any other person);
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "Tax
      Authority"means any taxing or other authority (anywhere in the world) competent to
      impose any Liability to Tax;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "Tax
      Claim"means any claim by the Purchaser under the Deed of Tax Covenant or for breach
      of any of the Tax Warranties;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "Tax
      Warranties"means the Business Tax Warranties and the Company Tax Warranties;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "Technical
      Information"means all technical data, know-how, methodologies, techniques, trade secrets,
      confidential information, drawings (including design and engineering drawings,
      graphs and plans), formulations, specifications, evaluations, studies, quality
      policing procedures and specifications, samples and compositions of materials
      including raw materials, of intermediates and/or of products, technical
      reports, operating and testing procedures, process conditions, process development,
      process economics, information relating to manufacturing assets or to the
      management of wastes and by-products, process chemistry and analysis methods,
      instructions and operating manuals, raw material and production specifications,
      the results and records of research and development, pilot plant development,
      process development and the results of consulting work, in whatever medium
      they may be composed;                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "TGCA"means the Taxation of Chargeable Gains Act 1992;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "Third
      Party Rights Act"means the Contracts (Rights of Third Parties) Act 1999;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "Third
      Party Valuer"shall have the meaning given to that term in Paragraph 3(b) of Part 1 of
      Schedule 8 (Allocation
      of Consideration).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

30

---



Back to Contents

| | "Total
      Consideration"shall have the meaning given to that term in Clause 3.1 (Calculation
      of Consideration);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "Toxic
      Torts"means any Proceedings (whether previously, now or hereafter arising) by
      a third party arising from an actual or alleged personal injury, illness,
      medical condition, death, whether previously, now or hereafter arising and
      regardless of whether or when any such injury, illness or condition is diagnosed
      or discovered or death occurs or loss suffered by him as a result of actual
      or alleged exposure to (a) any chemical compound, chemical material or other
      chemical substances (including asbestos, silica or lead paint), vibration
      or noise; or (b) mould or other biological growth in any way related to
      chemical compounds, chemical materials or other chemical substances, in
      each case actually or allegedly used, produced, present, supplied, acquired
      or Released in the course of operation prior to Completion of the Business
      (or the business of any member of the ICI Group, or their respective predecessors
      in title, or any third party toll manufacturer used in the Business);                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "Transaction
      Documents"means this Agreement and each of the agreements, deeds and documents listed
      in Part 1 (The
      Transaction Documents)
      of Schedule 16 (The
      Documents in the Agreed Terms);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "Transaction
      Value"means the aggregated amount of the consideration paid or payable for or
      in connection with any Sale (treating any shares issuable upon exercise
      of options, warrants or other rights of conversion as outstanding) plus
      the amount of any debt securities or other liabilities assumed, redeemed
      or remaining outstanding or equity securities redeemed or remaining outstanding
      in connection with any Sale plus the value of any securities cash or other
      assets distributed to the shareholders of the Purchaser or retained by any
      member of the Purchaser's Group. If any one or more of the shareholders
      in the Purchaser or in any member of the Purchaser's Group retains all or
      a proportion of its holding or the Purchaser or any member of the Purchaser's
      Group disposed of only a proportion of its business, assets or undertaking
      the Transaction Value will be calculated on the basis of a disposal of the
      Purchaser or the entire Purchaser's Group calculating the implied value
      of the Purchaser or the Purchaser's Group (as the case may be) pro rata
      from the portion sold;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | "Transfer
      Documents"means this Agreement and each of the following Transaction Documents:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

31

---



Back to Contents

| | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Deed
      of Transfer of Woodruff Business Property;                                                                                                                                                                                                                                             
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                   
| | (j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Deed
      of Transfer of Meredosia Business Property;                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                   
| | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Canadian
      Business Sale Agreement (incorporating the Assignment and Assumption of
      Liabilities Agreement); and                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                   
| | (l)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Deed
      of Transfer of the Boucherville Business Property;                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                   
| | "Transfer
      Time"means 11.59 pm Greenwich Mean Time on the date Completion occurs;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                   
| | "Transitional
      U.S. Employees"means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                   
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | those
      employees who spend not less than fifty per cent (50%) of their time working
      in connection with the cosmetic polymer, solution acrylic polymer and solvent-borne
      adhesive and contact cement operations at the Business Property located
      at Meredosia, Illinois; and
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                   
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | the
      Transitional U.S. Specified Transferring Employees;                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                   
| | of
      whom those who are employed at the date of this Agreement are listed by
      job title, location and hire date in Part 5 (The
      Transitional U.S. Employees)
      of the Employee Lists and each of whom shall also be employed as at the
      Transfer Time, except for leavers and joiners in the ordinary course provided
      such leavers and joiners are not as a consequence of Ergon not complying
      with its obligations pursuant to the terms of Schedule 1 (Conduct
      of the Business and the Companies until Completion)
      but excluding in both cases the Specified Retained Employees;   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                   
| | "UK
      Company"means Vinamul Limited, a company incorporated in England and Wales (registered
      number 00357538) whose registered office is at Eastford Road, Warrington,
      Cheshire, WA4 6HG;                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                   
| | "UK
      Employees"means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                   
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | those
      persons who spend not less than fifty per cent (50%) of their time working
      in the Business and who are employed by the UK Company; and                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                   
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | the
      UK Specified Transferring Employees;                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                   
| | of
      whom those who are employed at the date of this Agreement are listed by
      job title, location and hire date in Section A of Part 9 (The
      Company Employees)
      of the Employee Lists and each of whom shall also be employed as at the
      Transfer Time, except for leavers and joiners in the ordinary course provided
      such leavers and joiners are not as a consequence of Ergon not complying
      with its obligations pursuant to the terms of Schedule 1 (Conduct
      of the Business and the Companies until Completion)
      but excluding in both cases the Specified Retained Employees;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                   
| | "UK
      Final Cash Balance Interest"shall have the meaning given to that term in Paragraph 1.1 of Part 2 (Repayment
      of Net Debt)
      of Schedule 12 (Debt);                                                                                                                                                                                                                                                                                                                                                                                                                                                               

32

---



Back to Contents

| | "UK
      Final Cash Balance"means, in relation to the UK Company, the aggregate amount of its Cash Balance
      (expressed in pounds) as reflected in the books of the UK Company as at
      the Transfer Time;                                                                                                                                                                                                                                                                                                                                    
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "UK
      Final Financial Debt"means, in relation to the UK Company, the aggregate amount (expressed in
      pounds and calculated as at the Transfer Time) of all borrowings, overdrafts,
      loan stocks, bonds, debentures and notes (together with all accrued interest)
      of the UK Company owed to a Financial Institution (apart from indebtedness
      resulting from operating leases) in each case as reflected in the books
      of the UK Company;                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "UK
      Final Financial Debt Interest"shall have the meaning given to that term in Paragraph 1.1 of Part 2 (Repayment
      of Net Debt)
      of Schedule 12 (Debt);                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "UK
      Intra-Group Borrowings"means the aggregate intra-group financial indebtedness (expressed in pounds)
      of the UK Company owing to any other members of the ICI Group, including
      all cash sums held by the UK Company for or on behalf of any other member
      of the ICI Group, outstanding as at the Transfer Time (apart from amounts
      representing Intra-Group Trading Amounts), plus all accrued interest (if
      any) on such intra-group financial indebtedness (expressed in pounds) as
      at the Transfer Time;
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "UK
      Intra-Group Borrowings Interest"shall have the meaning given to that term in Paragraph 1.1 of Part 2 (Repayment
      of Net Debt)
      of Schedule 12 (Debt);                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "UK
      Intra-Group Lendings"means the aggregate intra-group financial indebtedness (expressed in pounds)
      owing to the UK Company by any other members of the ICI Group including
      all cash sums held by such member(s) of the ICI Group for or on behalf of
      the UK Company, outstanding as at the Transfer Time (apart from amounts
      representing Intra-Group Trading Amounts), plus all accrued interest (if
      any) on such intra-group financial indebtedness (expressed in pounds) as
      at the Transfer Time;     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "UK
      Intra-Group Lendings Interest"shall have the meaning given to that term in Paragraph 1.1 of Part 2 (Repayment
      of Net Debt)
      of Schedule 12 (Debt);                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "UK
      Net Debt Adjustment"means the amount (expressed in pounds) by which (i) the sum of the UK Final
      Cash Balance and the UK Intra-Group Lendings is greater than or less than
      (ii) the sum of UK Final Financial Debt and the UK Intra-Group Borrowings
      each as set out in the Closing Net Debt Statement;                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "UK
      Net Debt Interest Adjustment"shall have the meaning given to that term in Paragraph 1.2 of Part 2 (Repayment
      of Net Debt)
      of Schedule 12 (Debt);                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "UK
      Retained Employees"means the Retained Employees employed by the UK Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | "UK
      Share Consideration"means the sum of twenty nine million two hundred thousand dollars (U.S.$29,200,000)
      representing the unadjusted consideration for the sale of the Shares in
      the UK Company;                                                                                                                                                                                                                                                                                                                                 

33

---



Back to Contents

| | "Unclassified
      Liability"means all obligations, liabilities or commitments of whatever nature whether
      actual or contingent, and whether presently in existence or arising prior
      to, on or after Completion, of any of the Business Sellers or any other
      member of the ICI Group (including the Companies) (other than in respect
      of Tax of the Companies) or any predecessors in interest of any of the foregoing,
      to the extent arising from, or in connection with, the ownership, holding,
      use or operations of the Business, the Business Assets, the Companies or
      the Properties prior to Completion or which otherwise relates to the period
      prior to Completion, to the extent any such obligation, liability or commitment
      is not otherwise assumed by the Purchaser (or any other member of the Purchaser's
      Group) pursuant to this Agreement or retained by the ICI Group pursuant
      to Clause 4.4 (Retained
      Liabilities)
      (other than Clause 4.4(a)) or which for the avoidance of doubt are not a
      De Minimis Unclassified Liability and the expression"Unclassified
      Liabilities"shall be construed accordingly;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "Uniqema
      Patents"means the patents and patent applications listed in Part 4 (Uniqema
      Patents)
      of Schedule 4 (Intellectual
      Property)
      and all Patent Rights therein;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "U.S.
      Business"means such part of the Business as is conducted by Indopco, Inc. (a corporation
      incorporated under the law of the State of Delaware under the name Indopco,
      Inc. and authorised to do business under the name NSC);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "U.S.
      Business Sale Agreement"means the agreement of that name in the Agreed Terms between Indopco, Inc.
      and the relevant Business Purchaser relating to the transfer of the U.S.
      Business and the assumption of the relevant Assumed Liabilities and listed
      in Part 1 (The
      Transaction Documents)
      of Schedule 16 (The
      Documents in the Agreed Terms);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "U.S.
      Debtors"means all book and other debts (other than Prepayments), and accrued income
      owing or accrued due to the Business Sellers (other than Prepayments), including
      all rights of the Business Sellers to receive payments, directly related
      to the operation of the U.S. Business (including any Intra-Group Trading
      Amounts owed by any other member of the ICI Group) as at the Transfer Time
      whether or not then invoiced and whether or not then due and payable;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | "U.S.
      Employees"means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | of
      whom those who are employed at the date of this Agreement are listed by
      job title, location and hire date in Parts 6 (The
      Bridgewater Employees)
      and 10 (The
      U.S.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

34

---



Back to Contents

| | Employees)
      of the Employee Lists and each of whom shall also be employed as at the
      Transfer Time, except for leavers and joiners in the ordinary course provided
      such leavers and joiners are not as a consequence of Ergon not complying
      with its obligations pursuant to the terms of Schedule 1 (Conduct
      of the Business and the Companies until Completion)
      excluding in all cases the Specified Retained Employees;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "VAM
      Contracts"means:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "VAT"means the tax imposed by the Sixth Council Directive of the European Communities
      and any national legislation implementing that directive together with legislation
      supplemental thereto or any similar sales or turnover tax whether of the
      United Kingdom, another member state, the European Union or elsewhere;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "VATA"means the UK Value Added Tax Act 1994;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Vinamul
      Divisions"means the Vinamul Polymers U.S., Nacan Emulsion Polymers and Vinamul Polymers
      Europe divisions of NSC;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Warranties"means the warranties referred to in Clause 16 (Warranties)
      and set out in Schedule 6 (Warranties)
      given and made by the Warrantor in favour of the Purchaser and"Warranty"shall be construed accordingly;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Warrantor"means Ergon;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Warranty
      Claim"means a claim by the Purchaser against the Warrantor for breach of Warranty
      (including, for the avoidance of doubt, a Repeated Warranty);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | "Warrington
      Claims"means the Proceedings (whether previously, now or hereafter arising) brought
      by employees or former employees of the UK Company for actual or alleged
      personal injury, illness, medical condition or death alleged to have resulted
      from exposure to chemicals (including any chemical compound, chemical material
      or chemical substance identified in any Proceedings brought prior to the
      date of this Agreement), vibration and/or noise during the course of their
      presence at or adjacent to the Company Property at Warrington prior to the
      Transfer Time, together with any and all other Proceedings (whether previously,
      now or hereafter arising) brought by any person, whether, in the case of
      an individual, living or deceased (including any active or former employee,
      active or former contractor, invitee or neighbour of the UK Company or any
      other member of the ICI Group (or their respective predecessors

35

---



Back to Contents

|    | in
      title that has at any time carried out operations at the Company Property
      at Warrington), or any estate, fiduciary, guardian, spouse or other beneficiary
      of the same) arising or asserted as arising out of the same or a common
      cause (or causal chain), whether or not occurring at the same time;                                                                                                        
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | "Warrington
      Property"means the properties listed at number 1 and 2 of Part 4 (List
      of Company Properties)
      of Schedule 2 (Property
      Matters);                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | "Warrington
        Sewers"means the Sewers at the Warrington Property which are listed on Table
        1 (Summary of Video Survey Results) of the Roux Associates Inc Focussed
        Soil Survey dated 1 July 2004 (at Disclosure Document 8.5.25);                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | "Warrington
      Leased Property"means the Adhesives Plant Building at land on South Bank, River Mersey,
      Warrington, which has been leased by the UK Company to National Starch &
      Chemical Limited;                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | "Woodruff
      Business Property"means all that real property listed at numbers 4 and 5 of Part 3 (List
      of Business Properties)
      of Schedule 2 (Property
      Matters);                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | "Working
      Capital Adjustment"means the amount by which the Pro Forma Working Capital Value is greater
      than or less than the Working Capital Value as the case may be;                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | "Working
        Capital Statement"means the statement substantially in the form set out in Part 2 (Pro
        Forma Working Capital Statement)
        of Schedule 11 (Determination
        and Certification of Working Capital Adjustment)
        to be prepared in accordance with Part 1 (The
        Working Capital Statement)
        of Schedule 11 (Determination
        and Certification of Working Capital Adjustment);
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | "Working
      Capital Value"means the value of the working capital as at the Transfer Time computed
      in accordance with Paragraph 3 (Procedure
      for determining Working Capital Adjustment)
      of Part 1 (The
      Working Capital Statement)
      of Schedule 11 (Determination
      and Certification of Working Capital Adjustment);
      and                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | "Works'
      Council Act"means the Dutch Works Council Act which became law in the Netherlands on
      28 January 1971.                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.2 | Contents
      Page and Headings                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | In
      this Agreement, the contents page and headings are included for convenience
      only and shall not affect the interpretation or construction of this Agreement.                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|1.3 | Meaning
      of References                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | In
      this Agreement, unless the context requires otherwise any reference to:                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                     

36

---



Back to Contents

| | (c) | "euros"or"€"are
      references to the lawful currency of participating member states for the
      purposes of the European Monetary Union;                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (d) | "U.S.
      dollars"or"U.S.$"are references
      to the lawful currency of the United States;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (e) | "Canadian
      dollars"or"C$"are references
      to the lawful currency of Canada;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (f) | save
      as expressly stated otherwise, a statute or a statutory provision shall
      include any provision of which it is a re-enactment as well as any subordinate
      legislation in force under such provisions from time to time and all amendments,
      modifications or re-enactments from time to time of such provisions, and
      subordinate legislation except to the extent that any amendment, modification
      or re-enactment enacted after the date of this Agreement would increase
      or extend the liability of any party under this Agreement;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (g) | the"Background"is to
      the statements about the background to this Agreement made above, aClauseor aScheduleis to
      a clause of or schedule to this Agreement, aPartorParagraphis to
      a part or paragraph of a Schedule to this Agreement;                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (h) | a
      document being in"the
      Agreed Terms"means
      in the form agreed between the parties and initialled for the purposes of
      identification by the Purchaser's Lawyers and either of the Seller's UK
      Lawyers or the Seller's U.S. Lawyers and shall include any subsequent amendments
      to such form agreed and initialled in the same way;                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (i) | a"party"or the"parties"is to
      a party or the parties (as the case may be) to this Agreement and shall
      include any permitted assignees of a party;                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (j) | the
      masculine, feminine and neuter genders shall include the other genders and
      any reference to the singular includes the plural and vice versa;                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (k) | a
      person includes any individual, firm, unincorporated association, corporation,
      government, state or agency of state, association, partnership or joint
      venture (whether or not having a separate legal personality);                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (l) | a
      company shall be construed so as to include any company, corporation or
      other body corporate wherever and however incorporated or established;                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (m) | any
      English statutory provision or English legal term for any action, remedy,
      method of judicial proceeding, document, legal status, court, official or
      any other legal concept or thing shall, in respect of any jurisdiction other
      than England, be deemed to include what most nearly approximates in that
      jurisdiction to the English statutory provision or English legal term;                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (n) | writing
      shall include any modes of reproducing words in a legible and non-transitory
      form;                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

37

---



Back to Contents

|    | (o)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | a
      time of the day is to London time and references to a day are to a period
      of twenty four (24) hours running from midnight to midnight; and                       
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                
|    | (p)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | a
      plan in Schedule 2 (Property
      Matters)
      means the relevant numbered plan in the Agreed Terms.                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                
|1.4 | No
      restrictive interpretations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                
|    | In
      this Agreement, general words shall not be given a restrictive interpretation
      by reason of their being preceded or followed by words indicating a particular
      class of acts, matters or things.                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                
|1.5 | Companies
      Act definitions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                
|    | In
      this Agreement, unless the context otherwise requires, words and expressions
      defined in Part XXVI of the Companies Act 1985 (as amended) shall bear the
      meanings ascribed to them in that Act.                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                
|1.6 | English
      Language Text to prevail                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                
|    | Where
        the text of any Transaction Document or Ancillary Agreement is written
        in, or translated into, a language other than English, the English text
        shall prevail if there are inconsistencies between the two versions and
        the parties agree that they will, and they will procure that their relevant
        Group members will, draw the provisions of this Clause 1.6 to the attention
        of any relevant court, tribunal, arbitrator or expert.                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                
|2.  | SALE
      AND PURCHASE OF THE BUSINESS ASSETS AND THE SHARES AND TREATMENT OF SHARED
      ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                
|2.1 | Sale
      and purchase of the Business Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                
|    | Subject
      to the provisions of this Agreement, including fulfilment of the Condition,
      Ergon shall sell (or procure the sale of), with full title guarantee, and
      the Purchaser shall purchase (or procure the purchase by the Business Purchasers
      of), as at and from Completion, free from all Encumbrances (other than Permitted
      Encumbrances), the U.S. Business and the Canadian Business and any other
      parts of the Business which are not conducted by the Companies in each case
      as a going concern comprising the following properties, rights and other
      assets, namely:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the
      Business Goodwill;                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the
      Business Debtors;                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the
      Business Stock;                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the
      Business Plant and Machinery;                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the
      Business Properties;                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | to
      the extent that they relate to the Business or the Business Assets, the
      benefit (subject to the burden) (but in each case only to the extent assumed
      by or

38

---



Back to Contents

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | transferred
      to the Purchaser pursuant to Clause 11 (The
      Business Contracts))
      of the Business Contracts and Shared Business Contracts; 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                         
|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | all
      right and title of any of the Business Sellers in or to the Business IP,
      subject to the burden of the IP Licence;                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                         
|    | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | all
      guarantees, warranties, indemnities and similar rights in favour of any
      Seller to the extent that they relate to any Business Asset; and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                         
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the
      Employee Records, the Primary Books and Records and the Secondary Books
      and Records;                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                         
|    | and
      which, in the case of the Business Assets relating to the Canadian Business,
      the U.S. Business and such other parts of the Business as are not conducted
      by the Companies, shall be sold on and subject to the terms of the relevant
      Local Agreement (provided always that the provisions of this Agreement shall
      prevail over any Local Agreement in the event of a conflict, unless expressly
      stated otherwise in the relevant Local Agreement). Ergon and the Purchaser
      (as applicable) shall procure that each of the parties to the Local Agreements
      shall not assert, or seek to assert, against any other party to them, any
      provision(s) of a Local Agreement if and to the extent that any such provision(s)
      shall be in conflict with the provisions of this Agreement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                         
|2.2 | Assets
      excluded from sale of the Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                         
|    | The
      Excluded Assets shall be excluded from the sale and purchase of the Business
      and retained by the relevant Business Seller or another member of the ICI
      Group, as the case may be.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                         
|2.3 | Sale
      of Business Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                         
|    | The
        Business Properties are sold upon and subject to the terms and conditions
        set out or referred to in Schedule 2 (Property
        Matters)
        and the provisions of Schedule 2 (Property
        Matters)
        shall have effect as if set out in this Clause 2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                         
|2.4 | Sale
      as a going concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                         
|    | Each
      of the U.S. Business and the Canadian Business is being sold on the terms
      of this Agreement and the Local Agreements as a going concern with effect
      from Completion with the intent that the Business Purchasers may carry on
      as a going concern the U.S. Business and the Canadian Business (as the case
      may be) from Completion in succession to the relevant Business Seller.                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                         
|2.5 | Sale
      and purchase of the Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                         
|    | Subject
      to the provisions of this Agreement, including fulfilment of the Condition,
      Ergon shall sell, or procure that the Company Sellers shall sell, with full
      title guarantee, and the Purchaser shall purchase or procure that the Company
      Purchasers shall purchase, as at and from Completion, free from all Encumbrances,
      the Shares, together with all rights attached or accruing to them from Completion
      and which, in the case of the Shares in the Dutch Company shall be on and
      subject to the terms of the relevant Local Agreement and associated notarial
      deed of transfer (provided always that the provisions of this Agreement
      shall prevail in the event of conflict).                                                                                                  

39

---



Back to Contents

|     | Ergon
          and the Purchaser (as applicable) shall procure that each of the parties
          to each Local Agreement relating to the sale of the Shares shall not
          assert, or seek to assert, against any other party to them, any provision(s)
          of that Local Agreement if and to the extent that any such provision(s)
    shall be in conflict with the provisions of this Agreement.                                                                                                                                                                                                                                                                                                                          
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2.6  | Waiver
    of pre-emption rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Ergon
            hereby waives, and shall procure that each of the Company Sellers
            shall waive, all rights of pre-emption over or other rights to restrict
    the transfer of the Shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2.7  | Exercise
    of Share rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | The
          Company Purchasers shall be entitled to exercise all rights attached
          or accruing to the Shares including the right to receive all dividends,
          distributions or any return of capital declared, paid or made by the
    Companies on or after Completion.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2.8  | Sale
    of assets inter-dependent                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | The
          sale and purchase of each of the Business Assets save in respect of
          the Business Properties which shall be transferred pursuant to the
          provisions of Schedule 2 (Property
          Matters)
          and the Shares are inter-dependent and shall be completed simultaneously
          and the Purchasing Companies shall not be obliged to complete the purchase
          of any of the Business Assets (save for the Business Properties) or
          Shares unless the purchase of all of the Business Assets and Shares
    is effected simultaneously.                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2.9  | Purchaser's
    Claim                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | For
            the avoidance of doubt, the fact that certain Business Assets or
            Shares are acquired at Completion by a Purchasing Company and not
            the Purchaser shall not of itself limit the Purchaser's ability to
            recover the damage, liability or loss suffered or incurred by it
            in respect of the subject matter of the relevant Purchaser's Claim
    or Tax Claim.                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|2.10 | Shared
    Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Ergon,
          for itself and on behalf of each member of the ICI Group, acknowledges
          and agrees that to the extent the Shared Assets are currently used
          in the Business or, following Completion, are necessary or desirable
          for the continued operation of the Business by the Purchaser's Group,
          Ergon shall, and shall procure that the relevant member of the ICI
          Group shall, make the Shared Assets available at cost (excluding any
          internal costs) to the relevant member of the Purchaser's Group on
          substantially the same basis on which such Shared Assets were being
    used or made available to the Business prior to the date of this Agreement.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3.   | CONSIDERATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3.1  | Calculation
    of Consideration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | The
          total consideration for the sale and purchase of the Business Assets
          and the Shares agreed to be sold pursuant to Clause 2.1 (Sale
    and purchase of the Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

40

---



Back to Contents

| | Assets)
          and Clause 2.5 (Sale
          and purchase of the Shares)
          and for Ergon entering into the Deed of Restrictive Covenant shall
    be the aggregate sum of:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                       

|    | (a)                                                              | the Business
    Cash Consideration;                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                  |                                                                                                                                                                                                                                                                                                                               
|    | (b)                                                              | the Share
    Consideration; and                                                                                                                                                                                                                                                                                              
|    |                                                                  |                                                                                                                                                                                                                                                                                                                               
|    | (c)                                                              | the Covenant
    Consideration                                                                                                                                                                                                                                                                                                
|    |                                                                 
|    | as
    adjusted by:                                             
|    |                                                                  |                                                                                                                                                                                                                                                                                                                               
|    | (d)                                                              | the No
    Embarrassment Payment;                                                                                                                                                                                                                                                                                             
|    |                                                                  |                                                                                                                                                                                                                                                                                                                               
|    | (e)                                                              | Working
    Capital Adjustment;                                                                                                                                                                                                                                                                                               
|    |                                                                  |                                                                                                                                                                                                                                                                                                                               
|    | (f)                                                              | the UK
    Net Debt Adjustment;                                                                                                                                                                                                                                                                                               
|    |                                                                  |                                                                                                                                                                                                                                                                                                                               
|    | (g)                                                              | the UK
    Net Debt Interest Adjustment;                                                                                                                                                                                                                                                                                      
|    |                                                                  |                                                                                                                                                                                                                                                                                                                               
|    | (h)                                                              | (the
    Dutch Net Debt Adjustment;                                                                                                                                                                                                                                                                                           
|    |                                                                  |                                                                                                                                                                                                                                                                                                                               
|    | (i)                                                              | the Dutch
    Net Debt Interest Adjustment, and                                                                                                                                                                                                                                                                               
|    |                                                                  |                                                                                                                                                                                                                                                                                                                               
|    | (j)                                                              | the Step
    Up Adjustment,                                                                                                                                                                                                                                                                                                   
|    |                                                                  |                                                                                                                                                                                                                                                                                                                               
|    | such
          aggregate sum being the"Total
    Consideration".
|    |                                                                  |                                                                                                                                                                                                                                                                                                                               
|3.2 | Payment
    of Basic Consideration                              
|    |                                                                  |                                                                                                                                                                                                                                                                                                                               
|    | The
    Basic Consideration shall be satisfied:                 
|    |                                                                  |                                                                                                                                                                                                                                                                                                                               
|    | (a)                                                              | on Completion
        by the payment by the Purchaser (on behalf of the relevant Purchasing
        Companies) in cash of an amount equal to the Initial Payment to ICI Finance
        (on behalf of each of the Sellers) in accordance with Clause 3.3 (Method
    of payment);                                             
|    |                                                                  |                                                                                                                                                                                                                                                                                                                               
|    | (b)                                                              | on Completion
        by the payment by Celanese International Corporation, directly or via
        the Purchaser as its agent, in cash of an amount equal to the Covenant
        Consideration to ICI Finance (on behalf of Imperial Chemical Industries
        PLC) in accordance with Clause 3.3 (Method
    of payment);
|    |                                                                  |                                                                                                                                                                                                                                                                                                                               
|    | (c)                                                              | on the
    Balancing Payment Date either:                                                                                                                                                                                                                                                                                     

| |  |  |      |                                                                                                                                                                                                                                                                                                                                       
| |  |  | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |  | (i)  | (if the Pro Forma Working Capital Value is less than the Working Capital Value) by the payment by the Purchaser (on behalf of the relevant Purchasing Companies) in cash of an amount equal to the Working Capital Adjustment to ICI Finance (on behalf of the relevant Sellers) in accordance with Clause 3.3 (Method of payment); or
| |  |  |      |                                                                                                                                                                                                                                                                                                                                       
| |  |  | (ii) | (if the Pro Forma Working Capital Value is greater than the Working Capital Value) by the payment by ICI Finance (on behalf of the relevant Sellers), in cash of an amount equal to the Working Capital                                                                                                                               

41

---



Back to Contents

| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Adjustment
          to the Purchaser (on behalf of the relevant Purchasing Companies) in
          accordance with Clause 3.3 (Method
    of payment);
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                        
| |  | together
          with accrued interest on the Working Capital Adjustment, which shall
          be charged (aa) for the period beginning from the Transfer Time and
          ending on the day which is 120 days after the Transfer Time at the
          Initial Rate; and (bb) for the period beginning on the day which is
          121 days after the Transfer Time and ending on the Balancing Payment
          Date at the Increased Rate. Interest shall be calculated on the basis
          of a year of 365 days and for the actual number of days elapsed and
    shall accrue from day to day and shall be compounded quarterly;
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                        

| | (d) | on
    the Balancing Payment Date either:
| | --- | -----------------------------------------
| |     |                                          
| |     | (i)                                      
| |     |                                          
| |     | (ii)                                     
| |     |                                          
| | (e) | on the Balancing Payment Date either:    
| |     |                                          
| |     | (i)                                      
| |     |                                          
| |     | (ii)                                     
| |     |                                          
| | (f) | on the Balancing Payment Date either:    
| |     |                                          
| |     | (i)                                      

42

---



Back to Contents

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | the
          Dutch Intra-Group Borrowings) by the payment by ICI Finance (on behalf
          of the relevant Sellers) in cash of an amount equal to the Dutch Net
          Debt Adjustment to the Purchaser (on behalf of the relevant Purchasing
          Companies) in accordance with Clause 3.3 (Method
          of payment);
    or                                                                                                                                                                                                      
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (if the
        sum of the Dutch Final Financial Debt and the Dutch IntraGroup Borrowings
        is less than the sum of the Dutch Final Cash Balance and the Dutch Intra-Group
        Lendings) by the payment by the Purchaser (on behalf of the relevant
        Purchasing Companies) in cash of an amount equal to the Dutch Net Debt
        Adjustment to ICI Finance (on behalf of the relevant Sellers) in accordance
        with Clause 3.3 (Method
        of payment);                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | on the
    Balancing Payment Date either:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (if the
        sum of the Dutch Final Financial Debt Interest and the Dutch Intra-Group
        Borrowings Interest is less than the sum of the Dutch Final Cash Balance
        Interest and the Dutch Intra-Group Lendings Interest) by payment by the
        Purchaser (on behalf of the relevant Purchasing Companies) in cash of
        an amount equal to the Dutch Net Debt Interest Adjustment to ICI Finance
        (on behalf of the relevant Sellers) in accordance with Clause 3.3 (Method
    of payment);                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (if the
        sum of the Dutch Final Cash Balance Interest and the Dutch Intra-Group
        Lendings Interest is less than the sum of the Dutch Final Financial Debt
        Interest and the Dutch Intra-Group Borrowings Interest) by the payment
        by ICI Finance (on behalf of the relevant Sellers) in cash of an amount
        equal to the Dutch Net Debt Interest Adjustment to the Purchaser (on
        behalf of the relevant Purchasing Companies) in accordance with Clause
        3.3 (Method
        of payment);
    and
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | on the
        Step Up Payment Date by payment by the Purchaser (on behalf of the relevant
        Purchasing Companies) in cash of an amount equal to the Step Up Adjustment
        to ICI Finance (on behalf of the relevant Sellers) in accordance with
        Clause 3.3 (Method
        of payment)
        together with accrued interest on the Step Up Adjustment, which shall
        be charged (aa) for the period beginning from the Transfer Time and ending
        on the day which is 120 days after the Transfer Time at the Initial Rate;
        and (bb) for the period beginning on the day which is 121 days after
        the Transfer Time and ending on the Step Up Payment Date at the Increased
        Rate. Interest shall be calculated on the basis of a year of 365 days
        and for the actual number of days elapsed and shall accrue from day to
    day and shall be compounded quarterly.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | PROVIDED
          THAT, if any amount due under Clauses 3.2(a), (b), (c), (d), (e), (f),
          (g) or (h) (Payment
          of Consideration)
          is not paid on or before the Due Date interest shall accrue on a daily
          basis on such outstanding amount at the Default Rate from the Due Date
          until the date of actual payment (both before and after judgment).
          Interest shall be calculated on the basis of a year of 365 days and
          for the actual number of days elapsed, shall accrue from day to day,
    and shall be compounded quarterly.

43

---



Back to Contents

|3.3 | Method
    of payment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | Each
          payment to be made under this Clause 3 shall be made by electronic
          transfer in immediately available funds to the account notified by
          the relevant party entitled to receive such payment to the party obliged
          to make such payment in writing not later than five (5) Business Days
          before the Due Date for payment by the payer. Each such payment to
          be made shall (except as otherwise required by applicable law) be made
          by means of a single payment in U.S. dollars (subject to Clause 26.2
          (Exchange
          Rate for Foreign Currencies)
          to or by ICI Finance (as the case may be), as agent for Ergon and the
          other Sellers, and by or to the Purchaser (as the case may be), for
    itself and as agent for any other Purchasing Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.4 | Allocation
    of Business Cash Consideration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The
          Business Cash Consideration shall be allocated to each of the Business
          Assets listed in Clause 2.1 (Sale
          and purchase of the Business Assets)
          in accordance with Schedule 8 (Allocation
          of Consideration).
          Any payments made in respect of the Working Capital Adjustment in respect
          of the Business Assets shall be allocated for the benefit of or against
          the Business Seller to which it relates in accordance with Schedule
          8 (Allocation
          of Consideration).
          Any payments made in respect of the Step Up Adjustment shall be allocated
          in accordance with the provisions of Schedule 24 (Step
          Up Adjustment).
          Ergon and the Purchaser shall, and shall procure that the other Business
          Sellers and Business Purchasers shall, report on their respective tax
          returns the tax consequences of the transactions contemplated by this
          Agreement in a manner consistent with such allocation, and shall not,
          unless required to do so by any regulatory or governmental body to
          which such party, Business Seller or Business Purchaser (as the case
          may be) submits (including any Tax Authority), take or permit the taking
          of any position inconsistent with that allocation in connection with
          any negotiations or any examination, investigation, litigation or proceedings
    concerning any tax return or any Relief.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.5 | Allocation
    of Share Consideration                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | The
          Share Consideration shall be allocated to the Shares of each Company
          in accordance with Schedule 8 (Allocation
          of Consideration).
          Any payment made in respect of the Working Capital Adjustment, or the
          Dutch Net Debt Adjustment, the Dutch Net Debt Interest Adjustment,
          the UK Net Debt Adjustment or the UK Net Debt Interest Adjustment in
          respect of the Shares shall be allocated to the Shares of each Company
          in accordance with Schedule 8 (Allocation
          of Consideration).
          Ergon and the Purchaser shall, and shall procure that the other Company
          Sellers and Company Purchasers shall, report on their respective tax
          returns the tax consequences of the transactions contemplated by this
          Agreement in a manner consistent with such allocation, and shall not,
          unless required to do so by any regulatory or governmental body to
          which such party, Company Seller or Company Purchaser (as the case
          may be) submits (including any Tax Authority), take or permit the taking
          of any position inconsistent with that allocation in connection with
          any negotiations or any examination, investigation, litigation or proceedings
    concerning any tax return or any Relief.                                                                                                                                                                           

44

---



Back to Contents

|3.6 | Responsibility
      for Taxes and fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3.7 | No deductions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | All
      sums payable under the Transaction Documents shall be paid to the recipients
      free and clear of all deductions or withholdings whatsoever, save only as
      may be required by law in which event the deduction or withholding will
      not exceed the minimum amount which is required by law to be deducted or
      withheld and the payer will simultaneously pay to the recipient(s) in question
      such additional amount as will result in the receipt by the recipient(s)
      of a net amount equal to the full amount which would have otherwise been
      receivable by the recipient(s) had no deduction or withholding been required.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|3.8 | Tax
    Credit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | If
      an additional amount is paid pursuant to Clause 3.7 (No
      deductions)
      above and the relevant payee determines in its absolute discretion that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

45

---



Back to Contents

|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | a
      Tax Credit is attributable either to an increased payment of which that
      additional amount forms part, or to that additional amount; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | that
      payee has obtained, utilised and retained that Tax Credit,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | the
      payee shall pay an amount to the relevant payer which that payee determines
      will leave it (after that payment) in the same after Tax position as it
      would have been in had the additional amount not been required to be paid.                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | For
      the purposes of this Clause 3.8"Tax
      Credit"means a credit against, relief or remission for, or repayment of any Tax.                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.9 | Gross
      up                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(1) | If
        any amount payable pursuant to any warranty, covenant to pay or indemnity
        contained in any Transaction Document (a"Relevant
        Payment")
        is subject to Tax in the hands of the payee, the payer shall pay to the
        payee such additional sum as will, after payment of the Tax in question,
        leave the payee with a net amount equal to the amount that it would have
    received had there been no liability to Tax.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|(2) | Ergon
        or the relevant member of the ICI Group shall not be liable to pay any
        additional sum pursuant to Clause 3.9 (1) to the extent that the Tax
        payable as a result of receipt of any Relevant Payment arises or is increased
    as a result of:                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | any transfer by
        the relevant Business Purchaser or Company Purchaser (or any act or transaction
        by the relevant Business Purchaser or Company Purchaser which results
        in a deemed transfer by the relevant Business Purchaser or Company Purchaser)
        of any of the Business Asset(s) or Shares in respect of which the Relevant
        Payment is made to a different member of the Purchaser's Group or any
        third party, other than a transfer or deemed transfer prior to Completion
        as a result of the Purchaser procuring the purchase by the Business Purchasers
        of the U.S. Business, the Canadian Business or any other parts of the
        Business not carried on by the Companies pursuant to Clause 2.1 (Sale
        and purchase of the Business Assets),
        or the purchase by the Company Purchasers of the Shares pursuant to Clause
        2.5 (Sale
        and purchase of Shares);
    or
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | any voluntary
        act or voluntary transaction or arrangement of a voluntary nature (or
        any combination of the same) of the Purchaser or any other member of
        the Purchaser's Group occurring after the date of this Agreement, other
        than a transfer or deemed transfer prior to Completion as a result of
        the Purchaser procuring the purchase by the Business Purchasers of the
        U.S. Business, the Canadian Business or any other parts of the Business
        not carried on by the Companies pursuant to Clause 2.1 (Sale
        and purchase of the Business Assets),
        or the purchase by the Company Purchasers of the Shares pursuant to Clause
        2.5 (Sale
        and purchase of Shares)
        otherwise than as a result of any such act, transaction or arrangement
    taken or undertaken:                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

46

---



Back to Contents

|    |                                                                                                                                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | in order to comply
    with any law or any mandatory requirement of applicable GAAP; or                                                                                                                      
|--- | ----------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                              
|    |                                                                                                                                           | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | in order
      to comply with its obligations under this Agreement or any such act, transaction,
      or arrangement as expressly contemplated or expressly permitted by the Transaction
      Documents; or
|    |                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                              
|    |                                                                                                                                           | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | in the
      ordinary course of business,                                                                                                                                                                    
|    |                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                              
|    |                                                                                                                                           | PROVIDED
      THAT if the Purchaser or any other member of the Purchaser's Group is or
      becomes aware that, if taken or undertaken, any voluntary act or voluntary
      transaction or arrangement of a voluntary nature (or any combination of
      the same) would give rise to an obligation on Ergon or any member of the
      ICI Group to make payment of an additional sum under Clause 3.9(1), the
      Purchaser shall give notice of that fact to Ergon within fifteen (15) Business
      Days of becoming aware and Ergon and the Purchaser shall each at its own
      cost use reasonable endeavours to obtain and procure that arrangements are
      implemented to ensure that no or the least possible additional sum is required
      to be paid by Ergon or a member of the ICI Group under Clause 3.9(1) notwithstanding
      the voluntary act or voluntary transaction or arrangement of a voluntary
      nature (or any combination of the same).
|    |                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                              
|(3) | For
        the purposes of Clause 3.9(2) (b) (iv), any reference to anything "in
    the ordinary course of business" shall not include:
|    |                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                              
|    | (a)                                                                                                                                       | the acquisition,
        disposal or supply or deemed acquisition, disposal or supply of any asset,
        goods, services or facility (including a loan of money or the letting,
        hiring or licensing of tangible or intangible property) in a transaction
        which is not at arm's length to the extent that the consideration (if
        any) is different to that which would have applied in a transaction entered
    into at arm's length; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                              
|    | (b)                                                                                                                                       | the
    making of a distribution or deemed distribution for Tax purposes; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                              
|    | (c)                                                                                                                                       | the creation,
        cancellation, redemption or reorganisation of any share or loan capital
        or any company becoming or ceasing to be a member of a group of companies
    or fiscal unity for any Tax purpose; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                              
|    | (d)                                                                                                                                       | the failure by
        a member of the Purchaser's Group to deduct, charge, recover or account
    for Tax; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                              
|    | (e)                                                                                                                                       | any
    change in residence as determined for Tax purposes; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                              
|    | (f)                                                                                                                                       | any
        substantial change in the nature or organisation of the relevant entity's
    business or structure including:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                              
|    |                                                                                                                                           | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the sale or transfer
        of all or substantially all of the assets or undertaking of the relevant
    entity; and                                                                                        
|    |                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                              
|    |                                                                                                                                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | any merger, construction,
        consolidation, amalgamation, winding up of or hive out from the relevant
    entity.                                                                                       

47

---



Back to Contents

|3.10 | Payments
      under this Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | Whether
      or not specific reference is made in the relevant provision to this Clause
      3.10, where any amount is payable pursuant to any warranty, indemnity or
      covenant to pay contained in any Transaction Document, then notwithstanding
      that the warranty, indemnity or covenant to pay is expressed to be given
      or made by a particular person to another person, Ergon and the Purchaser
      will procure that, to the extent possible, the relevant obligation is discharged
      by a payment between the Business Seller or Company Seller (as the case
      may be) and Business Purchaser or Company Purchaser (as the case may be)
      of the Business Asset or Shares to which the warranty, indemnity or covenant
      payment relates (or, if the warranty, indemnity or covenant payment relates
      to more than one Business Asset or category or class of Share, between the
      relevant Business Sellers or Company Sellers and the relevant Business Purchasers
      or Company Purchasers of such Business Assets or Shares) provided that for
      the purposes of any provision in any Transaction Document which limits or
      excludes the liability of Ergon or the Purchaser, any payment which but
      for this Clause 3.10 would have been (but by virtue of this Clause 3.10
      is not) made by Ergon or the Purchaser shall be treated as if it had been
      made by Ergon or, as the case may be, the Purchaser.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.11 | Adjustment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | Unless
      otherwise required by law, the Purchaser, the relevant Business Purchaser
      or Company Purchaser (as the case may be) and each member of the ICI Group
      shall treat:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|3.12 | No
    Embarrassment Payment and allocation of No Embarrassment Payment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | The
        No Embarrassment Payment (if any) shall be satisfied, and allocated amongst
        the Business Assets and the Shares, in accordance with the provisions
        of Schedule 23 (No
    Embarrassment Payment).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.   | LIABILITIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.1  | Discharge
    of Assumed Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | The
      Purchaser hereby agrees, covenants and undertakes with Ergon, (for itself
      and as trustee for each other member of the ICI Group) that it will (and
      will procure that each other Business Purchaser will) assume each of the
      Assumed Liabilities and thereafter                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

48

---



Back to Contents

|    | duly
      and properly perform, pay and discharge when due each of the Assumed Liabilities,
      and the Purchaser shall indemnify (or shall procure that the relevant Purchasing
      Company of the Business Asset, or the Shares, to which the Assumed Liability
      relates shall indemnify) Ergon for itself and as trustee for each other
      member of the ICI Group to whom the Assumed Liability relates, against all
      Losses in connection with the Assumed Liabilities or any failure by the
      Purchaser or any Business Purchaser to perform, pay or discharge when due
      all or any of the Assumed Liabilities (save where and to the extent that
      such Losses arise from matters for which Ergon has itself given, or agreed
      to procure that another member of the ICI Group give, an indemnity under
      this Agreement or the other Transaction Documents). For the avoidance of
      doubt nothing in this Agreement shall be deemed to impose any obligation
      or liability on Ergon or any other member of the ICI Group for the future
      operation and performance of the Business and the Purchaser acknowledges
      on its own behalf and on behalf of each other member of the Purchaser's
      Group but without prejudice to the Warranties or the Indemnities that neither
      Ergon nor any other member of the ICI Group shall assume or have any liability
      or obligation in respect of any liability, obligation or commitment which
      arises out of the operations and performance of the Business by the Purchaser
      or any other relevant member of the Purchaser's Group which arises or is
      incurred by any member of the Purchaser's Group after Completion (or, in
      the case of a Creditor or Stock, after the Transfer Time) which is not an
      actual or contingent liability, obligation or commitment of the Business
      or the Companies at Completion (or the Transfer Time, as the case may be)
      or, to the extent to which it is an actual or contingent liability, obligation
      or commitment of the Business or the Companies at Completion (or the Transfer
      Time, as the case may be), is not increased by reason of the operations
      or performance of the Business or the Companies by the Purchaser or any
      other member of the Purchaser's Group, but none of this shall affect in
      any way Ergon's or any other member of the ICI Group's responsibility for
      any liability, obligation or commitment which is a Retained Liability or
      which is required to be performed or discharged or procured to be performed
      or discharged by Ergon or another member of the ICI Group under the terms
      of the Transaction Documents.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|4.2 | Effecting
      release of Assumed Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | The
    Purchaser agrees and undertakes that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

49

---



Back to Contents

|4.3 | Discharge
    of Assumed Liabilities by Ergon                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | If
        Ergon or any other member of the ICI Group shall, after Completion pay
        or discharge any of the Assumed Liabilities in whole or in part and whether
        directly or by virtue of any right of return, set-off or counterclaim
        exercised or claimed by any person in respect of sums otherwise payable
        to Ergon or such other member of the ICI Group (whether or not by virtue
        of this Agreement) or otherwise howsoever, then the Purchaser shall pay
        (or procure payment) to Ergon, for itself or on behalf of the relevant
        member of the ICI Group (as the case may be), a sum equal to the amount
        of the Assumed Liabilities so paid or discharged by Ergon or such other
        member of the ICI Group (as the case may be) within 30 days of receipt
        of notice from Ergon setting out the amount of the Assumed Liabilities
        so paid or discharged together with evidence reasonably satisfactory
        to the Purchaser of such payment or discharge. If the Purchaser fails
        to pay (or procure payment) within such time interest shall accrue at
    the Increased Rate computed from 30 days after receipt of the said notice.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.4 | Retained
      liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | Save
      as otherwise provided in this Agreement or the other Transaction Documents,
      and save for any liabilities arising in respect of Tax of the Companies,
      nothing in this Agreement shall transfer or be deemed to transfer any liability
      or impose any obligation on the Purchaser or any other member of the Purchaser's
      Group and Ergon acknowledges and agrees, for itself and on behalf of the
      other members of the ICI Group, that neither the Business Purchaser nor
      any other member of the Purchaser's Group shall assume or have any liability
      or obligation, in respect of the following (collectively the"Retained
      Liabilities"):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

50

---



Back to Contents

| | (e) | that portion of any liability, obligation or commitment of a Business Seller or of either Company or of any other member of the ICI Group to the extent that it relates to any Excluded Assets;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (f) | to the extent that they relate to the period prior to and ending on Completion, all liabilities or obligations which arise from a breach, failure to perform, torts related to the performance of, violations of law or regulations associated with, infringements or indemnities under (all to the extent occurring prior to the Transfer Time) guarantees pursuant to, over-charges or under-payments (all to the extent occurring prior to the Transfer Time) arising under, the Business Contracts, Company Contracts, Shared Business Contracts, Shared Company Contracts, Shared Guarantees or Shared Company Guarantees including for the avoidance of doubt the Ergon Contractual Obligations;                            
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (g) | save as provided in Clause 3.6 (Responsibility for Taxes and fees) any liability or obligation of any Business Seller for or in respect of Taxation for any period (or portion thereof) ending on or before the Transfer Time to the extent relating to the Business (other than the Companies) or the Business Assets;                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (h) | any
       liability or obligation of any Business Seller or either Company or of
       any other member of the ICI Group to the extent relating to any real property
       which is not a Business Property or a Company Property (including any
       environmental liability or obligation relating to a Former Site (as defined
       in the Environmental Deed even if such environmental liability or obligation
       is not a Former Site Environmental Condition (as defined in the Environmental
       Deed))) but excluding any liability or obligation relating to off site
       migration of Hazardous Substances (as defined in the Environmental Deed)
       from a Business Property or Company Property;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (i) | any liability or obligation of any Business Seller or of any other member of the ICI Group to the extent relating to any company, business, joint venture or partnership interest of the Business in each case sold or disposed of by the relevant Business Seller prior to the Transfer Time;                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (j) | any liability or obligation to the extent that it constitutes or arises under a Systemic Product Liability;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (k) | any liability or obligation to the extent that it constitutes or arises under a Toxic Tort;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (l) | any liability or obligation of any Business Seller or the Companies or of any other member of the ICI Group to the extent that it relates to, arises from or was incurred in connection with the Reorganisation or the assets and liabilities transferred pursuant thereto;                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (m) | any liability or obligation of any Business Seller or the Companies or any other member of the ICI Group to the extent it constitutes an Intra-Group Non-Trading Liability;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (n) | except as otherwise provided in Schedule 5 (Pensions and Related Benefits) and Schedule 19 (Employees):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

51

---



Back to Contents

| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | any liability or obligation (other than a liability or obligation arising out of the acts or omissions of any member of the Purchaser's Group (whenever arising or accruing) of any Business Seller or any other member of the ICI Group (excluding the Companies)):
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (A)                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (B)                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (C)                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                     
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | any liability or obligation (other than a liability or obligation arising out of the acts or omissions of any member of the Purchaser's Group) (whenever arising or accruing) of either Company:                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (A)                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (B)                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | (C)                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                     
| |     | including
        in all cases, any liability or obligations arising under any wage, benefit,
        labour, employment or discrimination law, regulation, ordinance or common
        law, or under any collective bargaining agreement or other agreement
    with any labour union employee representative;                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                     
| | (o) | all
      fines and penalties to the extent arising from the breach by any Business
      Seller or either Company of any law or regulation having the force of law
      (including any fines and penalties, which are validly imposed by any Governmental
      Authority), to the extent that these relate to the activities of the Business
      or either Company prior to the Transfer Time other than liabilities arising
      in respect of Tax of the Companies or in respect of non compliance with
      Environmental Law (other than any criminal sanctions arising under Environmental
    Law);
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                     
| | (p) | any
      liability or obligation (whenever arising or accruing) of the Dutch Company
      or any other member of the Purchaser's Group to the extent relating to
    any failure by the Dutch Company to comply with the Works Council Act                                                                                                                                                                                                                                                                                                                                                                    

52

---



Back to Contents

|    |                                                                                                                                                                            | in
      relation to the Dutch Works' Council in respect of the period prior to
    Completion;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (q)                                                                                                                                                                        | the Excluded Creditor Obligations;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (r)                                                                                                                                                                        | all liabilities and obligations which are assumed, or agreed to be discharged or agreed to be procured by Ergon or any other member of the ICI Group (other than the Companies) under the terms of the Transfer Documents;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (s)                                                                                                                                                                        | the Retained Environmental Liabilities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (t)                                                                                                                                                                        | any liability or obligation arising out of the operation or conduct of any member of the ICI Group of any business other than the Business;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (u)                                                                                                                                                                        | all obligations or liabilities of Indopco, Inc. and any other members of the ICI Group to the extent that it relates to the Asbestos Claims; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (v)                                                                                                                                                                        | any liability or obligation arising out of the termination by Ergon, or any other member of the ICI Group, of the PVOH supply agreement (or purported supply agreement) referred to in Part 3 (Other Information) of Appendix B of the Disclosure Letter in force at the date of this Agreement, including those arising out of any Proceedings brought by or on behalf of the counterparty to that agreement in connection with such termination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | For
          the avoidance of doubt, an obligation or liability referred to in sub-clause
    (e) of the definition of "Assumed Liabilities" is not a Retained Liability.
|    |                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.5 | Discharge
    of Retained Liabilities                                                                                                                                     
|    |                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                        | Ergon hereby agrees, covenants and undertakes with the Purchaser, (for itself and as trustee for each other member of the Purchaser's Group) that it will (and will procure that each other relevant member of the ICI Group will) duly and properly perform, pay and discharge when due each of the Retained Liabilities;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                        | Ergon shall indemnify (or shall procure that each relevant Seller of the Business Assets to which the Retained Liability relates shall indemnify) the Purchaser for itself and as trustee for each other Purchasing Company purchasing the Business Assets to which the Retained Liability relates against all Losses in connection with the Retained Liabilities or any failure by Ergon or of any other member of the ICI Group to perform, pay or discharge when due all or any of the Retained Liabilities save where and to the extent such Losses arise from matters for which the Purchaser has itself given or agreed to procure that another member of the Purchaser's Group give an indemnity under this Agreement or under any of the other Transfer Documents and the indemnity in this Clause 4.5 shall include an indemnity to the Purchaser and each member of the Purchaser's Group against any liability which any of them may have in relation to or arising out of the termination of the supply arrangements or any other fact or circumstances referred to in Clause 4.4(v) (Retained liabilities), including any claim against the Purchaser or any

53

---



Back to Contents

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | member
      of the Purchaser's Group by any party to the agreements or purported agreements
    referred to therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.6 | Assumption
    and Discharge of Company Retained Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Ergon hereby agrees, covenants and undertakes with the Purchaser, for itself and as trustee for each other member of the Purchaser's Group, that it will (and will procure that the relevant member of the ICI Group nominated by ICI will) assume all those Retained Liabilities which constitute (or, but for this clause would constitute) liabilities, obligations and/or commitments of the Companies (or either of them) other than liabilities in respect of Tax of the Companies (a"Company
    Retained Liability").                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Ergon shall indemnify (or shall procure that the relevant Seller of the Shares in the Company to which the Retained Liability relates shall indemnify) each Company, against all Losses in connection with the Company Retained Liabilities or any other failure by Ergon or of any other relevant member of the ICI Group to perform, pay or discharge when due all or any of the Company Retained Liabilities save where and to the extent such Losses are liabilities which the Purchaser has itself assumed or arise from matters for which the Purchaser has itself given or agreed to procure that another member of the Purchaser's Group give an indemnity under this Agreement or under any of the other Transfer Documents.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.7 | Effecting
    release of Retained Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Ergon
        agrees and undertakes that at any time and from time to time on or after
        Completion, it will (and will procure that the other Business Sellers
        and each other relevant member of the ICI Group) executes and delivers
        all documents, deeds and instruments of assumption and acknowledgement,
        or take such other action in each case as the Purchaser or any other
        member of the Purchaser's Group may reasonably request, in order to effect
        the release and discharge of the Companies (and/or any other relevant
        member of the Purchaser's Group) in full of any Company Retained Liability
        with effect from the Transfer Time (or, if later, the time when it falls
    due).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.8 | Discharge
    of Retained Liabilities by the Purchaser                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | If
        the Purchaser or any other member of the Purchaser's Group shall, after
        Completion, pay or discharge any of the Retained Liabilities in whole
        or in part and whether directly or by virtue of any right of return,
        set-off or counterclaim exercised or claimed by any person in respect
        of sums otherwise payable to the Purchaser or such other member of the
        Purchaser's Group (whether or not by virtue of this Agreement) or otherwise
        howsoever, then Ergon shall pay (or procure payment) to the Purchaser,
        for itself or on behalf of the relevant member of the Purchaser's Group
        (as the case may be), a sum equal to the amount of the Retained Liabilities
        so paid or discharged by the Purchaser or such other member of the Purchaser's
        Group (as the case may be) within 30 days of receipt of notice from the
        Purchaser setting out the amount of the Retained Liabilities so paid
        or discharged together with evidence reasonably satisfactory to Ergon
        of such payment or discharge. If Ergon fails to pay (or procure payment)
        within such time interest shall accrue at the Increased Rate computed
    from 30 days after receipt of the said notice.

54

---



Back to Contents

|4.9  | Time
      Limits and effect of Indemnities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | For
      the avoidance of doubt, and notwithstanding any other provision of this
      Agreement but subject always to Clause 4.9(b) below, the parties agree and
      acknowledge with each other that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.10 | Application
      of Schedule 7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | This
      Clause 4 is subject to the provisions of Paragraphs 5 to 9 of Schedule 7
      (Provisions
      Relating to Claims under this Agreement).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5.   | RELEASE
      OF GUARANTEES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|5.1  | Purchaser
      Undertaking                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | The
      Purchaser, for itself and on behalf of its successors and assigns, covenants
      that, at any time and from time to time on or after Completion, it will
      use all reasonable endeavours to procure the release and discharge in full
      of the liability of the relevant member of the ICI Group under any Guarantee
      (other than a Shared Guarantee) as soon as practicable following the Transfer
      Time and that the Purchaser's assumption of, and (if applicable) the substitution
      of the Purchaser as the primary obligor in respect of each such Guarantee
      is, in each case, on a non-recourse basis to any member of the ICI Group.
      The Purchaser hereby agrees with Ergon (on its own behalf and on behalf
      of each other member of the ICI Group) that, for so long as the liability
      of the relevant member of the ICI Group under any Guarantee (other than
      a Shared Guarantee) has not been released and discharged, it will (and will
      procure that where relevant the applicable Business Purchasers or Company
      Purchasers (as the case may be)) assume and duly and properly perform, pay
      and discharge when due such Guarantee, and the Purchaser shall (or shall
      procure that the relevant Company or Purchasing Company of the Business
      Assets, or Shares in the Company to which the Guarantee relates shall) indemnify
      Ergon (for itself and as trustee for each other member of the ICI Group),
      against all Losses in connection therewith.

55

---



Back to Contents

|5.2 | Ergon
      Undertaking                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Ergon,
      for itself and on behalf of its successors and assigns, covenants that,
      at any time and from time to time on or after Completion, it will use all
      reasonable endeavours to procure the release and discharge in full of any
      Company Guarantee (other than a Shared Company Guarantee) as soon as practicable
      following the Transfer Time and that Ergon's assumption of, and (if applicable)
      the substitution of Ergon as the primary obligor in respect of each such
      Company Guarantee is, in each case, on a non-recourse basis to any member
      of the Purchaser's Group. Ergon hereby agrees with the Purchaser (on its
      own behalf and on behalf of each other member of the Purchaser's Group)
      that, for so long as any such Company Guarantee has not been released and
      discharged, it will assume and duly and properly perform, pay and discharge
      when due such Company Guarantee, and Ergon shall (or shall procure that
      the relevant member or members of the ICI Group shall) indemnify the Purchaser
      (for itself and as trustee for each other member of the Purchaser's Group),
      against all Losses in connection therewith.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5.3 | Shared
      Guarantees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | The Purchaser
      agrees, covenants and undertakes with Ergon that it shall (or shall procure
      that the relevant Company or Purchasing Company of the Business Assets,
      or Shares in the Company, to which the Shared Guarantee relates shall) indemnify
      Ergon (for itself and as trustee for each other member of the ICI Group)
      against all Losses in connection with any actions, demands, notices or claims
      in respect of payments to be made, or liabilities incurred, under or pursuant
      to the relevant Shared Guarantee after the Transfer Time resulting from
      the failure on the part of the Purchaser (or any member of the Purchaser's
      Group) to assume and duly and properly perform, pay and discharge when due
      the relevant Assumed Liability or other obligation or liability in relation
      to the Business assumed, or agreed to be discharged, by the Purchaser or
      any other member of the Purchaser's Group under the terms of this Agreement
      or under any other Transfer Document and to which the Shared Guarantee relates.                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|5.4 | Shared
      Company Guarantees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Ergon
      agrees, covenants and undertakes with the Purchaser that it shall (or shall
      procure that the relevant member or members of the ICI Group shall) indemnify
      the Purchaser (for itself and as trustee for each other member of the Purchaser's
      Group) against all Losses in connection with any actions, demands, notices
      or claims in respect of payments to be made, or liabilities incurred, under
      or pursuant to the relevant Shared Company Guarantee after the Transfer
      Time resulting from the failure on the part of Ergon (or any member of the
      ICI Group) to assume and duly and properly perform, pay and discharge when
      due the relevant Retained Liability or other obligation or liability of
      the ICI Group (excluding the Companies) to which the Shared Company Guarantee
      relates.                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6.  | TAXATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|6.1 | GST
      and QST                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Ergon
      shall (or shall procure that the relevant other Business Sellers shall)
      and the Purchaser shall (or shall procure that the relevant other Business
      Purchasers shall), on                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

56

---



Back to Contents

|    | or
      before Completion, jointly execute an election, in the Agreed Terms to elect
      that each of subsection 167(1) of the Excise Tax Act (Canada) and section
      75 of the Act respecting the Québec Sales Tax shall apply to the
      sale and purchase of the Business Assets under this Agreement pertaining
      to the Canadian Business so that no tax is payable in respect of such sale
      and purchase under Part IX of the Excise Tax Act (Canada) and Part I of
      the Act respecting the Québec Sales Tax. The Purchaser shall file
      such election with the Ministère du Revenu du Québec within
      the time prescribed by the Excise Tax Act (Canada). Notwithstanding such
      election, in the event that it is determined by the Canada Revenue Agency
      and the Ministère du Revenu du Québec, as the case may be,
      that there is a liability of the Purchaser to pay, or of Ergon to collect
      and remit, the GST and QST on all or part of the Business Assets, such GST
      and QST shall forthwith be paid by the Purchaser to the Canada Revenue Agency
      or the Ministère du Revenu du Québec, or to Ergon, as the
      case may be, and the Purchaser shall (or shall procure that the relevant
      Purchasing Company shall) indemnify Ergon (for itself and as trustee for
      each other member of the ICI Group), against all Losses in connection with
      the imposition of such GST and QST. In the event that it is determined that
      the GST and QST election referred to in this Clause 6.1 is not applicable
      to the sale and purchase of the Business Assets pertaining to the Canadian
      Business, the Purchaser will be liable to pay any applicable GST and QST
      to the Business Seller of the Canadian Business in accordance with Clause
      3.6 (Responsibility
      for Taxes and fees).
      GST payable under this Clause 6.1 shall be determined using the consideration
      payable for the Canadian Business as determined in Clause 3 (Consideration)
      of this Agreement. For purposes of calculating the QST payable by the Purchaser
      under this Clause 6.1, if any, the consideration on which the QST will be
      payable will be equal to the amount of the consideration as determined for
      GST purposes in addition to the applicable amount of GST payable by the
      Purchaser for the Canadian Business (under this Agreement).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6.2 | Canadian
      Income Tax Election                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The
      relevant Business Purchasers and the relevant Business Sellers will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|6.3 | Canadian
      Election in respect of future obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The
      relevant Business Purchasers and the relevant Business Sellers will:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

57

---



Back to Contents

|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | file such
      election with the Canada Revenue Agency and the Ministère due Revenu
      du Québec with their respective Canadian income tax returns for their
      respective taxation years that include the Transfer Time.                                                                                                                                                                                                     
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7.  | CONDITION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7.1 | Condition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The
      parties' respective obligations to complete the sale and purchase of the
      Business Assets and the Shares, as contemplated by this Agreement, are conditional
      in all respects on the satisfaction of the Condition.                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7.2 | Ergon's
      endeavours to fulfil the Condition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Ergon
      shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | to the
      extent that a separate or a joint notice or filing is required by the GFCO,
      in the case of the Federal Republic of Germany or the FTC and the DOJ, in
      the case of the United States of America use its reasonable best endeavours
      to procure that the Condition is fulfilled as soon as is practical following
      execution of this Agreement and in any event before the Long Stop Date;
      and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | cause
      the relevant members of the ICI Group to effect the Reorganisation, as set
      out in Schedule 17 (The
      Reorganisation)
      immediately prior to Completion.                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7.3 | Purchaser's
      endeavours to fulfil Condition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | The
      Purchaser shall use its reasonable best endeavours to procure that the Condition
      set out in Schedule 15 (Condition)
      is fulfilled as soon as is practical following execution of this Agreement
      and in any event before the Long Stop Date.                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7.4 | Notification
      of other parties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | Upon
      any party becoming aware that the Condition has been fulfilled, will be
      delayed in fulfilment or has become incapable of fulfilment beyond the applicable
      time period for Completion, the party so becoming aware shall immediately
      notify the other party to this Agreement and shall supply to the other party
      written evidence (if available) of the fulfilment of that Condition or (as
      the case may be) an explanation for the delay in fulfilment or for it having
      become incapable of fulfilment.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|7.5 | Liability
      if Condition not fulfilled or waived                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | If
      the Condition is not fulfilled or waived on or before the Long Stop Date,
      all rights and obligations of each party under this Agreement (other than
      those arising pursuant to Clause 24 (Confidentiality),
      Clause 26 (Costs
      and Exchange Rates, Payments)
      and Clause 36 (Law
      and Jurisdiction))
      shall terminate and no party shall have any claim against the other, but
      without prejudice to the accrued rights and obligations of the parties before
      that termination.                

58

---



Back to Contents

|7.6 | Notifications
      and consents
|--- | --------------------------------
|    |                                 
|    | (a)                             
|    |                                 
|    |                                 
|    |                                 
|    |                                 
|    |                                 
|    |                                 
|    |                                 
|    |                                 
|    |                                 
|    | (b)                             
|    |                                 
|    |                                 
|    |                                 
|    |                                 
|    |                                 
|    | (c)                             

59

---



Back to Contents

|   |                                                                                                                                                                      | of
          the definition of "Other Relevant Competition Authority", this Clause
          7 and Schedule 15 (Condition)
          be deemed to include the European Commission, but in all other respects
          the terms of this Clause 7 and Schedule 15 (Condition)
          shall remain unchanged and shall apply mutatis mutandis to the Purchaser
          securing from the European Commission a decision in terms reasonably
          satisfactory to Ergon and the Purchaser that the Purchasing Companies'
          acquisition of the Business is compatible with the common market pursuant
          to Articles 6(1)(b) or 8(1) or 8(2) ECMR (or the time periods laid
          down in Articles 10(1) or 10(3) ECMR having elapsed without any decision
    having been made by the European Commission).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (d)                                                                                                                                                                  | The parties
        shall cooperate and use all reasonable endeavours to obtain and to procure
        that the relevant Purchasing Companies and Business Sellers obtain all
        necessary consents referred to in Clause 7.6(b) or (c) (Notifications
        and consents)
        as soon as possible (and in the case of the Other Relevant Competition
        Authorities prior to or on the date on which the Condition is fulfilled)
        and in any event within the relevant statutory or other regulatory timeframe
        for obtaining the same. The parties shall keep each other apprised of
        the progress of each application for clearance (including, but not limited
        to any concerns or objections that are raised by the Relevant Competition
        Authority, as the case may be, and giving each other opportunity to consider
        and comment on all of the same) that they make or have made and shall
        notify each other of all the clearances that are received from each of
        the Relevant Competition Authorities for the acquisition of the Business
        Assets and the transactions contemplated under this Agreement on the
        same day as notice from the Relevant Competition Authority of the same
        is received. The Purchaser shall have the right to direct the strategy
        of the parties in a reasonable manner consistent with the terms of this
        Agreement in any communication, meeting, or proceedings with any Relevant
    Competition Authority in connection with Completion.
|   |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (e)                                                                                                                                                                  | The Purchaser
        and the Seller shall, and shall procure that the substance of all proposed
        oral communications and the text of all written communications with the
        Relevant Competition Authorities is provided to the other in advance
        and shall ensure that no communication is made or correspondence sent
        to or entered into with a Relevant Competition Authority without the
        substance of such communication or the text of such correspondence receiving
        the prior written approval of the other party, such consent not to be
    unreasonably withheld.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|8. | OBLIGATIONS
    UNTIL COMPLETION                                                                                                                                    
|   |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | Ergon shall procure
        that each of the Business Sellers and each of the Companies shall, in
    relation to the Business from the date of this Agreement until
|   |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (a)                                                                                                                                                                  | Completion;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (b)                                                                                                                                                                  | the Long
      Stop Date; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (c)                                                                                                                                                                  | termination
        of this Agreement pursuant to Clause 7.5 (Liability
    if Condition not fulfilled or waived);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

60

---



Back to Contents

|    | whichever
          shall be the first to occur, comply with those provisions of Schedule
          1 (Conduct
          of the Business and the Companies until Completion)
    which specifically relate to each Seller or Company respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.  | COMPLETION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.1 | Completion
    Date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Completion
      shall take place on                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (or
          such other date as the parties may agree) but in any event not earlier
    than 4 February 2005 at the offices of the Seller's UK Lawyers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.2 | Completion
      arrangements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | At
          Completion, Ergon shall (and shall procure that each other relevant
          member of the ICI Group shall) and the Purchaser shall (and shall procure
          that each other relevant member of the Purchaser's Group shall) deliver
          the documents and take all the actions listed in Part 1 (The
          Business)
          and Part 2 (The
          Companies)
          of Schedule 3 (Completion
    Arrangements).                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.3 | Compliance
    with obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Neither
          Ergon nor the Purchaser, nor any other member of the ICI Group or the
          Purchaser's Group, shall be obliged to complete this Agreement or to
          take any action to complete this Agreement or give effect to any of
          their obligations under any of the other Transaction Documents unless
          the other party (or parties within that party's control) complies with
          its (or their) obligations under Clause 9.2 (Completion
          arrangements)
          and Schedule 3 (Completion
          Arrangements)
          applicable to Completion, but without prejudice to their respective
    rights in respect of any failure to comply.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|9.4 | Late
    Completion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | If:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

61

---



Back to Contents

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | notice
            in writing to the Purchaser (in the case of a failure by the Purchaser
            or a Purchasing Company) or Ergon (in the case of a failure by one
    of the Sellers) elect to:                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (i)                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (ii)                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (iii)                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | any
      party elects to postpone the date for Completion in accordance with Clause
      9.4(a)(ii) then the provisions of this Agreement shall apply as if such
      postponed date were the relevant Completion Date for all purposes; and                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | any
        party elects to rescind this Agreement in accordance with Clause 9.4(a)(iii)
        all rights and obligations of the parties shall cease to have effect
        immediately upon rescission except that rescission shall not affect any
        accrued rights or obligations of the parties as of the date of rescission
    except in relation to the Warranties.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|9.5 | Clauses
      to survive rescission of this Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|    | Clause
          24 (Confidentiality),
          Clause 26 (Costs
          and Exchange Rates, Payments)
          and Clause 36 (Law
          and Jurisdiction)
          shall survive rescission or termination of this Agreement for whatever
    reason.                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|9.6 | Indemnity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|    | Ergon,
          on the one hand, and the Purchaser, on the other hand, each agree,
          covenant and undertake to indemnify (or procure that the relevant Seller
          or relevant Purchasing Company, as the case may be, shall indemnify)
          each other and each other member of the other party's Group (as applicable)
          against all Losses in connection with any of the agreements or instruments
          or licences referred to in this Clause 9 (Completion)
          or set out in Schedule 3 (Completion
          Arrangements)
          being invalidly executed by the other party or any other member of
    the other party's Group.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|9.7 | Risk
      and ownership of Business Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|    | Subject
      to any provisions of the Transfer Documents and Schedule 2 (Property
      Matters)
      which provide otherwise, risk and ownership of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | all
        Business Assets (other than Stock and Debtors comprised therein) and
    of the Shares shall pass to the Purchaser on Completion; and                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                  
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the
        Stock and Debtors comprised in the Business Assets, and the Creditors
    shall pass at the Transfer Time.                                                                                                                                                                                                                                                           

62

---



Back to Contents

|10.  | THE
    EMPLOYEES                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                         
|     | The
          provisions of Schedule 19 (The
          Employees)
    shall have effect as if set out in this Clause 10.
|     |                                                                                                                         
|11.  | THE
    BUSINESS CONTRACTS                                                                                              
|     |                                                                                                                         
|11.1 | Performance
      of Exclusive Business Contracts                                                                       
|     |                                                                                                                         
|     | Subject
    to the provisions of this Clause 11:                                                                        
|     |                                                                                                                         
|     | (a)                                                                                                                     
|     |                                                                                                                         
|     | (b)                                                                                                                     
|     |                                                                                                                         
|     | (c)                                                                                                                     
|     |                                                                                                                         
|     | (d)                                                                                                                     
|     |                                                                                                                         
|     |                                                                                                                         
|     |                                                                                                                         
|     |                                                                                                                         

63

---



Back to Contents

|     |                                           | in
            each case, where the effect of such non-performance was not included
            as a Creditor in the Final Certificate of Working Capital Adjustment
            (an"Ergon
    Contractual Obligation").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | ----------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|11.2 | Procurement
    of novation or assignment
|     |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                       | The
        Purchaser shall (or shall procure that the relevant member of the Purchaser's
        Group shall), at its sole cost and expense, use its reasonable endeavours
        (including the provision by the Purchaser or any other member of the
        Purchaser's Group of any information or guarantees reasonably requested
        by the person, firm or company concerned) to procure, with the co-operation
        of Ergon, or the relevant member of the ICI Group (which Ergon hereby
        agrees to provide or to procure shall be provided), that the counterparties
        to the Exclusive Business Contracts shall, where that consent is necessary,
        consent to the substitution of the Purchaser or the relevant other member
        of the Purchaser's Group in place of the relevant Business Seller or
        other member of the ICI Group as a party thereto with effect from Completion
    (whether by assignment, novation or otherwise).
|     |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                       | In
        any case where the agreement, novation or consent referred to in Clause
        11.2(a) is refused or otherwise not obtained and until such agreement
        or consent is obtained or novation effected or the relevant contract
        is terminated following Ergon exercising its election under Clause 11.4(b)
        (Exclusive
        Business Contracts long stop date),
    then:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                           | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                           | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

64

---



Back to Contents

|     |                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | reasonably
      direct or approve and not otherwise and shall, to the extent permitted under
      the terms of the relevant Exclusive Business Contract, be deemed to have
      granted to the relevant member of the Purchaser's Group a licence free of
      charge to require Ergon to exercise for the benefit, and at the direction,
      of the Purchaser, all the rights of the Business Seller or other member
      of the ICI Group under the Exclusive Business Contract.      
|---- | -------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|11.3 | Purchaser
      to reimburse and indemnify Ergon in relation to Exclusive Business Contracts
|     |                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (a)                                                                                          | The
      Purchaser shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                              | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | reimburse
      or procure reimbursement by the relevant member of the Purchaser's Group
      to the Business Seller (or relevant other member of the ICI Group) of any
      reasonable costs and expenses properly incurred; and                                                                                                                                                                                                                                                            
|     |                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                              | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | on behalf
      of the Business Seller (or relevant other member of the ICI Group) discharge
      or procure the discharge by the relevant member of the Purchaser's Group
      of any liabilities (which shall include, for the avoidance of doubt, putting
      the relevant member of the ICI Group in funds to enable such member of the
      ICI Group to make payments to suppliers of raw materials in accordance with
      the terms of the relevant Exclusive Business Contract),
|     |                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                              | in
      each case arising as a result of the performance and discharge in accordance
      with Clause 11.2 (Procurement
      of novation or assignment)
      by that Business Seller (or relevant other member of the ICI Group) of any
      Exclusive Business Contract (but excluding any Ergon Contractual Obligation)
      after Completion and shall provide, or procure the provision of, all reasonable
      facilities and assistance to that Business Seller or other member of the
      ICI Group free of charge for such performance and discharge (including providing
      the reasonable services of any relevant Employee and the reasonable use
      of the relevant Business Assets).
|     |                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (b)                                                                                          | The
      Purchaser agrees, covenants and undertakes with Ergon (for itself and as
      trustee for each other member of the ICI Group) that it shall (or shall
      procure that the relevant Purchasing Company shall) indemnify Ergon (for
      itself and as trustee for each other member of the ICI Group), against all
      Losses in connection with:                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                              | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the performance
      or discharge, in accordance with Clause 11.2 (Procurement
      of novation or assignment),
      by Ergon or any other member of the ICI Group of;                                                                                                                                                                                                                                                                                                                      
|     |                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                              | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the performance
      or discharge by the Purchaser or any other member of the Purchaser's Group
      of; or                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                              | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the Purchaser's
      failure to perform in accordance with Clause 11.2 (Procurement
      of novation or assignment))                                                                                                                                                                                                                                                                                                                                                                         

65

---



Back to Contents

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the
      Exclusive Business Contracts after Completion save to the extent such Losses
      constitute or arise in connection with any Ergon Contractual Obligation
      and/or any Retained Liabilities or any breach by the Purchaser (or any other
      member of the Purchaser's Group) of the terms of any licence granted pursuant
      to or any sub-contracting or agency arrangements entered into pursuant to
      the terms of the relevant Exclusive Business Contract.                                                                                                                                                                                                              
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | For
      the avoidance of doubt, the obligations of the Purchaser and the other members
      of the Purchaser's Group pursuant to Clause 11.3 (a) and (b) shall not constitute
      Unclassified Liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.4 | Exclusive
      Business Contracts long stop date                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | If,
      in relation to any Exclusive Business Contract, the consent referred to
      in 11.2 (Procurement
      of novation or assignment)
      shall be sought but refused or otherwise not obtained on terms reasonably
      satisfactory to both the Purchaser and Ergon within eighteen (18) calendar
      months after Completion, Ergon shall be entitled after receiving written
      consent from the Purchaser (such consent not to be unreasonably withheld
      or delayed) to:                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | use
      its own reasonable endeavours to procure that the counterparties to the
      relevant Exclusive Business Contract shall consent to the substitution of
      the relevant member of the Purchaser's Group in place of the relevant Business
      Seller or other member of the ICI Group as a party thereto with effect from
      and after Completion (whether by assignment, novation or otherwise);                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | elect
      by notice to the Purchaser that the Purchaser shall after such date, in
      the case of any Exclusive Business Contract which by its terms provides
      for a right of termination, give notice (in the name of and as agent for
      Ergon) to immediately (or in the case of any Exclusive Business Contract
      which provides for a right of termination which cannot be exercised until
      a later date, on the earliest date provided by the relevant Exclusive Business
      Contract) exercise such rights to terminate the relevant Exclusive Business
      Contract in accordance with its terms to each counter party to that Exclusive
      Business Contract; or
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | elect
      by notice to the Purchaser that the relevant Business Seller or other member
      of the ICI Group shall terminate or give notice to terminate (as the case
      may be) the relevant Exclusive Business Contract in accordance with its
      terms.                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.5 | Purchaser's
      undertaking                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | Without
      prejudice to the right of the Purchaser or a member of the Purchaser's Group
      to bring a Warranty Claim pursuant to Warranty 5.5, the Purchaser undertakes
      to Ergon (for itself and as trustee for each other member of the ICI Group)
      to fulfil (or procure fulfilment by the relevant member of the Purchaser's
      Group) after Completion as far as reasonably practicable all the unexpired
      or undischarged obligations (but excluding any obligation to the extent
      that it is an Ergon Contractual Obligation) of Ergon (or the relevant member
      of the ICI Group) under all guarantees and indemnities which Ergon (or the
      relevant member of the ICI Group) has given solely in respect of

66

---



Back to Contents

|     | any goods
      or services sold and/or provided from and after Completion in connection
      with the Business in the ordinary course and which in turn require or may
      require repairs, replacement or remedial works to be carried out. The Purchaser
      shall (or shall procure that the relevant Purchasing Company shall) indemnify
      Ergon (for itself and as trustee for each other member of the ICI Group)
      against all Losses arising in connection with payments made or liabilities
      incurred under or pursuant to such guarantees or indemnities in respect
      of performance of any obligations arising under any Exclusive Business Contract
      (but excluding any such part that relates to an Ergon Contractual Obligation)
      from and after Completion other than to the extent such Losses constitute
      or arise in connection with any Retained Liabilities or is a liability,
      obligation or commitment which is required to be performed or discharged
      or procured to be performed or discharged by Ergon or another member of
      the ICI Group expressly under the terms of the Transaction Documents. For
      the avoidance of doubt, the obligations of the Purchaser and the other members
      of the Purchaser's Group pursuant to this Clause 11.5 shall not constitute
      Unclassified Liabilities.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.6 | Accounting
      for payments, goods and benefits by the ICI Group                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | If at
      any time after Completion any member of the ICI Group receives any payment,
      goods or benefit in respect of an Exclusive Business Contract (but excluding
      any such part to the extent that it relates to an Ergon Contractual Obligation)
      relating to, payable or accruing in respect of a period after Completion,
      Ergon shall procure that the relevant member of the ICI Group shall to the
      extent it relates to, is payable or has accrued in relation to the period
      after Completion, account for and pay or deliver to the Purchaser such payment,
      goods or benefits promptly following receipt of the same.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.7 | Accounting
      for payments, goods and benefits by the Purchaser's Group                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | If at
      any time after Completion any member of the Purchaser's Group receives any
      payment, goods or benefit in respect of an Exclusive Business Contract to
      the extent to which it relates to an Ergon Contractual Obligation and/or
      relates to, was payable or accrued in respect of the period before Completion
      and which was not included as a Debtor in the Final Certificate of the Working
      Capital Adjustment, the Purchaser shall procure that the relevant member
      of the Purchaser's Group shall account for and pay or deliver to Ergon (for
      itself and as trustee for each other member of the ICI Group) such payment,
      goods or benefits promptly following receipt of the same.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|11.8 | No
      assignment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | Neither
      this Agreement nor any action carried out in pursuance of it or under any
      of the other Transaction Documents shall constitute an assignment or attempted
      assignment of any of the Exclusive Business Contracts, Shared Business Contracts
      or Shared Company Contracts which are not assignable without the consent
      of another person if such assignment or attempted assignment would constitute
      a breach of such Exclusive Business Contract, Shared Business Contract or
      Shared Company Contract except to the extent that such consent is obtained.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

67

---



Back to Contents

|11.9 | Shared
      Business Contracts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | For the
      purposes of this Clause 11.9 and Clause 11.11 (Separation
      of Split Contracts),
      in the case of a Shared VAM Contract, that part of the Shared VAM Contract
      that relates to the Specified Territories or Mexico shall be deemed to relate
      wholly to the Business and that part of the Shared VAM Contract that relates
      to the territories in the rest of the world shall be deemed to relate wholly
      to the Excluded Businesses. Subject to Clause 11.11 (Separation
      of Split Contracts),
      in relation to the Shared Business Contracts, the parties agree, following
      Completion, as follows:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

| | (a) | Ergon
      shall hold or shall procure that the relevant member of the ICI Group shall
      hold that part of the relevant Shared Business Contract which relates to
      the Business or the Business Assets for the benefit of and as trustee for
      the Purchaser (or the relevant member of the Purchaser's Group), and that
      part of the relevant Shared Business Contract which relates to the Excluded
      Businesses for itself and/or any such other member of the ICI Group;                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (b) | Ergon
      shall hold any payment, goods or other benefits received under such Shared
      Business Contracts in respect of the Business or the Business Assets as
      trustee for the Purchaser (or the relevant member of the Purchaser's Group)
      and shall, promptly following receipt of the same, account for and pay or
      deliver to the Purchaser (for itself and as trustee for each member of the
      Purchaser's Group) such payment, goods and other benefits;                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (c) | the
      Purchaser shall, or shall procure that the relevant member of the Purchaser's
      Group shall, (if sub-contracting or agency is permissible under the Shared
      Business Contract) as the relevant member of the ICI Group's subcontractor
      or agent, perform on behalf of the relevant member of the ICI Group (but
      at the Purchaser's cost and expense) all the obligations of that member
      of the ICI Group under the Shared Business Contract which relate to the
      Business or the Business Assets;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (d) | where
      agency or sub-contracting is not permissible:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

68

---



Back to Contents

| |  |       | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | reimburse
      Ergon for any reasonable costs and expenses properly incurred by Ergon (or
      any member of the ICI Group); and                                                                                                                                                                                                                                                                                  
| |  | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |       | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | on
      behalf of Ergon, discharge or procure the discharge by the relevant member
      of the Purchaser Group of any liabilities (which shall include, for the
      avoidance of doubt, putting the relevant member of the ICI Group in funds
      to enable such member of the ICI Group to make payments to suppliers of
      raw materials in accordance with the terms of the relevant Business Contract),
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |       | in
      each case arising as a result of the performance and discharge in accordance
      with this Clause 11.9 by Ergon of that part of the relevant Shared Business
      Contract which relates to the Business or the Business Assets and shall
      provide, or procure the provision of, all reasonable facilities and assistance
      to Ergon or other member of the ICI Group free of charge for such performance
      and discharge, including providing the reasonable services of any Employee
      or any employee of any member of the Purchaser's Group and the reasonable
      use of the Business Assets;
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (iii) | at
      the cost and expense of the Purchaser (subject to Clause 4.5 (Discharge
      of Retained Liabilities)),
      Ergon shall give all reasonable assistance to the Purchaser to enable it
      to enforce the rights of Ergon (or the relevant member of ICI Group) under
      the relevant Shared Business Contracts to the extent that such contracts
      relate to the Business or the Business Assets;                                                                                                                                                                                                            
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

| | (e) | the
      Purchaser agrees, covenants and undertakes with Ergon (for itself and as
      trustee for each other member of the ICI Group) that it shall (or shall
      procure that the relevant member of the Purchaser's Group shall) indemnify
      Ergon (for itself and as trustee for each other member of the ICI Group)
      against all Losses in connection with:                                                                          
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | the
      relevant Shared Business Contract (to the extent the relevant Shared Business
      Contract relates to the Business or the Business Assets) after Completion
      or any breach by the Purchaser (or any other member of the Purchaser's Group)
      of the terms of any licence granted pursuant to or any subcontracting or
      agency arrangements entered into pursuant to the terms of the relevant Shared
      Business Contract.

69

---



Back to Contents

|      | (f)                                                                                                                                                                                       | Ergon
        shall, or shall procure that the relevant member of the ICI Group shall,
        perform all the obligations of that member of the ICI Group under the
    Shared Business Contract which relate to the Excluded Businesses;                                                                                                                                                                                                                                                                                                                     
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (g)                                                                                                                                                                                       | Ergon
        agrees, covenants and undertakes with Purchaser (for itself and as trustee
        for each other member of the Purchaser's Group) that it shall (or shall
        procure that the relevant member of the ICI Group shall) indemnify Purchaser
        (for itself and as trustee for each other member of the Purchaser's Group)
    against all Losses in connection with:                                                                                                                                                                    
|      |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                           | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|      |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                           | the
          relevant Shared Business Contract (to the extent the relevant Shared
          Business Contract relates to the Excluded Businesses) after Completion;
    and                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (h)                                                                                                                                                                                       | if the
        provisions of this Clause 11.9 require any apportionment of the Losses
        or the benefits and rights arising under a Shared Business Contract,
        the parties agree (on behalf of the relevant parties to the Shared Business
        Contracts) that such apportionment shall, subject to the provisions of
        Clause 4 (Liabilities),
    be effected on a fair and equitable basis.                                                                                                                                           
|      |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|11.10 | Shared
    Company Contracts                                                                                                                                                             
|      |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | Subject
          to Clause 11.11 (Separation
          of Split Contracts),
          in relation to the Shared Company Contracts the parties agree following
    Completion as follows:
|      |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (a)                                                                                                                                                                                       | the Purchaser
        shall hold or shall procure that the relevant Company shall hold that
        part of the relevant Shared Company Contract which relates to the Excluded
        Businesses for the benefit of and as trustee for Ergon (or the relevant
    member of the ICI Group);                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (b)                                                                                                                                                                                       | the Purchaser
        shall hold or shall procure that the relevant Company shall hold any
        payment, goods or other benefits received under such Shared Company Contracts
        in respect of the Excluded Businesses as trustee for Ergon (or the relevant
        member of the ICI Group) and shall, promptly following receipt of the
        same, account for and pay or deliver to Ergon (for itself and as trustee
    for each member of the ICI Group) such payment, goods and other benefits;                                              
|      |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (c)                                                                                                                                                                                       | Ergon
        shall, or shall procure that the relevant member of the ICI Group shall,
        (if sub-contracting or agency is permissible under the Shared Company
        Contract) as the relevant member of the Purchaser's Group's sub-contractor
        or agent, perform on behalf of the relevant member of the Purchaser's
        Group (but at Ergon's cost and expense) all the obligations of that member
        of the Purchaser's Group under the Shared Company Contract which relate
    to the Excluded Businesses or the Excluded Assets;
|      |                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      | (d)                                                                                                                                                                                       | where
    agency or sub-contracting is not permissible:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

70

---



Back to Contents

| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                   | the Purchaser
        shall or shall procure that the relevant Company shall exercise its rights
        in respect of that part of the relevant Shared Company Contract which
        relates to the Excluded Businesses as Ergon (or the relevant member of
        the ICI Group) may reasonably direct or approve and not otherwise and
        shall account to Ergon (or the relevant member of the ICI Group) for
        any sums arising under such part and shall, to the extent permitted under
        the terms of the relevant Shared Company Contract, be deemed to have
        granted to Ergon or the relevant members of the ICI Group a licence free
        of charge to require the Purchaser or the relevant Company to exercise
        for the benefit of, and at the directions of Ergon, all rights of the
        Purchaser or the relevant Company under such part of the relevant Shared
    Company Contract;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                  | Ergon
    shall (or shall procure that the relevant member of the ICI Group shall):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       | in
          each case arising as a result of the performance and discharge in accordance
          with this Clause 11.10 by the Purchaser or the relevant Company of
          that part of the relevant Shared Company Contract which relates to
          the Excluded Businesses and shall provide, or procure the provision
          of, all reasonable facilities and assistance to the Purchaser or the
          relevant Company free of charge for such performance and discharge,
          including providing the reasonable services of any employee of any
          member of the ICI Group and the reasonable use of the assets of any
    member of the ICI Group;                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                 | at the
        cost and expense of Ergon (subject to Clause 4.1 (Discharge
        of Assumed Liabilities)),
        the Purchaser shall or shall procure that the relevant Company shall
        give all reasonable assistance to Ergon to enable it to enforce the rights
        of the relevant Company under the relevant Shared Company Contracts to
    the extent that such contracts relate to the Excluded Businesses;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (e) | Ergon
      agrees, covenants and undertakes with the Purchaser (for itself and as trustee
      for each other member of the Purchaser's Group) that it shall (or shall
      procure that the relevant member of the ICI Group shall) indemnify the Purchaser
      (for itself and as trustee for each other member of the Purchaser's Group)
      or the relevant Company against all Losses in connection with:

71

---



Back to Contents

|      |                                   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the performance
      or discharge by the Purchaser (or any other member of the Purchaser's Group)
      of; or                                                                                                                                                                                                                                                                                 
|----- | --------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the performance
      or discharge by Ergon (or any other member of the ICI Group) of; or                                                                                                                                                                                                                                                                                                       
|      |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Ergon's
    failure to perform in accordance with this Clause 11.10,                                                                                                                                                                                                                                                                                                                            
|      |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                   | the
          relevant Shared Company Contract (to the extent the relevant Shared
          Company Contract relates to the Excluded Businesses) after Completion
          or any breach by Ergon (or any other member of the ICI Group) of the
          terms of any licence granted pursuant to the terms of the relevant
    Shared Company Contract;                                                                                                                                                                                                                                                                                                     
|      |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (f)                               | the
      Purchaser shall, or shall procure that the relevant Company shall perform
      all the obligations of the relevant Company under the Shared Company Contracts
      which relate to the Business;                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (g)                               | the Purchaser
        agrees, covenants and undertakes with Ergon (for itself and as trustee
        for each other member of the ICI Group) that it shall indemnify Ergon
        (for itself and as trustee for each other member of the ICI Group) against
        all Losses in connection with any breach after Completion by the Purchaser,
        the relevant Company (or any other member of the Purchaser's Group) of
        the terms of any Shared Company Contract or any failure after Completion
        to perform in accordance with this Clause 11.10 such Shared Company Contract
    to the extent it relates to the Excluded Businesses;
|      |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (h)                               | if the
        provisions of this Clause 11.10 require any apportionment of the Losses
        or the benefits and rights arising under a Shared Company Contract, the
        parties agree (on behalf of the relevant parties to the Shared Company
        Contracts) that such apportionment shall, subject to the provisions of
        Clause 4 (Liabilities),
    be effected on a fair and equitable basis.                                                                                                                                                                                                                                            
|      |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|11.11 | Separation
    of Split Contracts
|      |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|      | (a)                               | The
      parties agree to use their reasonable endeavours to procure that each counter
      party to a Shared Business Contract shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | consent
      to the novation to the Purchaser (or the relevant member of the Purchaser's
      Group) of those parts of the Shared Business Contract which relate to the
      Business or the Business Assets and to Ergon (or the relevant member of
      the ICI Group) remaining as a party to those parts of the Shared Business
      Contract which relate to the Excluded Business; or
|      |                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | enter
      into a new contract with effect from Completion with the Purchaser (or the
      relevant member of the Purchaser's Group) in relation to that part of the
      Shared Business Contract which relates to the Business or the Business Assets
      and to enter into a new contract with effect from Completion with Ergon
      (or the relevant member of the ICI               

72

---



Back to Contents

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Group)
          in relation to that part of the Shared Business Contract which relates
    to the Excluded Business.                                                                                                                                                                                                                                                                                                                              
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (b) | The
      parties agree to use their reasonable endeavours to procure that each counterparty
      to a Shared Company Contract shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | consent
      to the novation to Ergon (or the relevant member of the ICI Group) of those
      parts of the Shared Company Contract which relate to the Excluded Businesses
      and to the relevant Company remaining as a party to those parts of the Shared
      Company Contract which relate to the Business or the Business Assets; or                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | enter
      into a new contract with effect from Completion with the relevant Company
      in relation to that part of the Shared Company Contract which relates to
      the Business or the Company Assets and to enter into a new contract with
      effect from Completion with Ergon (or the relevant member of the ICI Group)
      in relation to that part of the Shared Company Contract which relates to
      the Excluded Businesses.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (c) | In connection
        with the performance by the parties of their obligations pursuant to
        this Clause 11.1, the Purchaser (or the relevant member of the Purchaser's
        Group) in respect of the obligations of any member of the Purchaser's
        Group and Ergon (or the relevant member of the ICI Group) in respect
        of the obligations of any member of the ICI Group shall provide any information
        or guarantee reasonably requested by a counter party (including, if necessary,
        information or a guarantee from the parent company of the Purchaser's
        Group or ICI Group, as the case may be) and where such agreement is not
        obtained, the parties agree that the relevant Split Contract shall continue
        to be dealt with under the provisions of Clause 11.9 (Shared
        Business Contracts)
        or 11.10 (Shared
        Company Contracts)
    as the case may be.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (d) | The provisions
        of Clause 11.4 (Exclusive
        Business Contracts long stop date)
        shall apply to any Shared Business Contract or Shared Company Contract
        which is subject to this Clause 11.11 as if each reference therein to
        a "Exclusive Business Contract" were to a "Shared Business Contract" or "Shared
    Company Contract" (as the case may be) and:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | in the
        case of any Shared Company Contract as if each reference to "Ergon" was
        a reference to "the Company", to "the Purchaser" was a reference to "Ergon",
        to "the ICI Group" was a reference to "the Company" and to "Clause 11.2
        (Procurement
        of novation or assignment)" was
        a reference to "Clause 11.10 (Shared
        Company Contracts)";
    and                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | in the
        case of any Shared Business Contract, as if each reference therein to "Clause
        11.2 (Procurement
        of novation or assignment)" was
        a reference to "Clause 11.9 (Shared
    Business Contracts)".                                                                                                                                                                                                               

73

---



Back to Contents

|11.12 | Limit
    to Purchaser's obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | Subject
      always to the provisions of Clause 4 (Liabilities)
      (including the division of Assumed Liabilities and Retained Liabilities),
      nothing in this Clause 11 shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | Nothing
      in this Clause 11.12 shall amend or alter the agreement under Clause 4 (Liabilities)
      with respect to the allocation of Assumed Liabilities and Retained Liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|11.13 | The
    Oxy Licence                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|      | The
      only rights of the Purchaser's Group in relation to the Oxy Licence are
      as set out in this Clause 11.13. The parties shall (or shall procure that
      the relevant members of their respective Groups shall) use their reasonable
      endeavours to procure that Occidental Chemical Corporation shall consent
      to National Starch & Chemical Company granting to the Purchaser (or
      another member of the Purchaser's Group) a sub-licence under the Oxy Licence
      the costs of which shall be dealt with as MON Costs (as defined in the Environmental
      Deed). Such sub-licence shall relate to the conduct of the Business in the
      U.S. (or such lesser scope as Occidental Chemical Company shall agree).

74

---



Back to Contents

|12.  | PENSIONS
      AND RELATED BENEFITS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | The
      provisions of Schedule 5 (Pensions
      and Related Benefits)
      shall have effect as if set out in this Clause 12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|13.  | REPAYMENT
      OF DEBT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | The
      provisions of Schedule 12 (Debt)
      shall have effect as if set out in this Clause 13.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|14.  | CONSENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|14.1 | Consents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | Subject
      to Clause 14.3 (Ergon
      to Indemnify the Purchaser),
      each party shall and shall procure that each other member of the ICI Group
      (in the case of Ergon) and each other member of the Purchaser's Group (in
      the case of the Purchaser) shall, at its own cost, cooperate and use reasonable
      efforts and take all reasonable actions and provide all reasonable assistance
      to arrange for the issue or transfer to the Purchaser or the relevant Purchasing
      Company of all Permits (other than Competition Permits) ("Relevant
      Permits")
      required by it to carry on the Business after Completion and all or any
      other Relevant Permits required in connection with the transfer of the Business
      Assets and the Shares in compliance with all applicable laws, regulations
      and other legal obligations as promptly as practicable and comfortably within
      the statutory or other regulatory timeframe for obtaining the same.                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|14.2 | Purchaser
      to Indemnify Ergon                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | The
      Purchaser acknowledges that neither Ergon nor any other member of the ICI
      Group shall be liable for any failure or refusal by any relevant governmental
      or other regulatory authority to arrange or effect the transfer or assignment
      to the Purchaser or other Purchasing Company or the issue or re-issue in
      the name of the Purchaser or such Purchasing Company of any such Relevant
      Permit (including Environmental Permits), and the Purchaser agrees, covenants
      and undertakes with Ergon (for itself and as trustee for each other member
      of the ICI Group) that it shall (or shall procure that the relevant Purchasing
      Company shall) indemnify Ergon (for itself and as trustee for each other
      member of the ICI Group) against all Losses in connection with any breach
      or infringement by the Purchaser or any other member of the Purchaser's
      Group after Completion of any of the same which remain in the name of a
      Business Seller or otherwise pending formal confirmation of the transfer,
      assignment, issuance or re-issuance thereof.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|14.3 | Ergon
      to Indemnify the Purchaser                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | In
      the event that the Business and any business of any member of the ICI Group
      require the benefit of the same Relevant Permit after Completion (a"Shared
      Permit"),
      Ergon acknowledges that the Purchaser shall not be liable for any breach
      by Ergon or any other member of the ICI Group of any such Shared Permit
      after the date on which such Shared Permit is transferred into the name
      of the Purchaser or another member of the Purchaser's Group, in accordance
      with Clause 14.1 (Consents)
      and Ergon agrees, covenants and undertakes with the Purchaser that it shall
      (or shall procure that the relevant member of the ICI Group shall) indemnify
      the Purchaser (for                                                                                                                                                                                                                                                                                                                                                                                                 

75

---



Back to Contents

|     | itself
      and as trustee for each other member of the Purchaser's Group) against all
      Losses in connection with any breach or infringement by Ergon (or any other
      member of the ICI Group) after the date on which the Shared Permit is transferred
      into the name of the Purchaser of any such Shared Permit.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                  
|15.  | PURCHASER
      WARRANTIES                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                  
|15.1 | Purchaser's
      warranties                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                  
|     | The
      Purchaser hereby warrants to Ergon that:                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                  

| | (a) | each
      Purchasing Company is a corporation duly organised, validly existing and
      in good standing and that the Purchaser has the corporate power and authority
      to enter into and perform this Agreement and the Purchaser and each other
      Purchasing Company have the corporate power and authority to enter into
      and perform any agreements to be entered into pursuant to the terms of this
      Agreement;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | it has duly authorised, executed and delivered this Agreement;                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | the execution, delivery and performance of this Agreement by it and/or the execution, delivery and performance of the Transaction Documents and Ancillary Agreements by each other member of the Purchaser's Group who is a party to such agreement does not and will not:                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                         

| | (d) | this Agreement is a legal, valid and binding obligation on it, enforceable against it in accordance with its terms, and each other agreement or document contemplated hereby to be executed and delivered by the Purchasing Companies will on the Completion Date be duly and validly authorised and executed by the Purchasing Companies and be legal, valid and binding obligations of the Purchasing Companies, enforceable against them in accordance with their respective terms;                                                      
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | (e) | no consent, action, approval or authorisation or registration, declaration or filing with any governmental department, commission, agency or other organisation having jurisdiction over the Purchaser (other than a Relevant Competition Authority) is required to be obtained or made by the Purchaser to authorise the execution and delivery by the Purchaser of this Agreement or the performance by the Purchaser of its terms or by any other Purchasing Company to authorise the execution and delivery by it of any other agreement

76

---



Back to Contents

| |     | or
        document to be executed and delivered pursuant to this Agreement or the
    performance by such Purchasing Company of its terms;                                                                                                                                                                                                                                                                                                                                
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | (f) | there
    are no:                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |     | and
      which, in each case, have or could have an adverse effect on the ability
      of the Purchaser to execute and deliver, or perform its obligations under,
      this Agreement and/or on the ability of the Purchaser or any relevant Purchasing
      Company to execute and deliver, or perform its obligations under, any other
      documents which are to be executed by the Purchaser or any relevant Purchasing
      Company pursuant to this Agreement;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the Purchaser has (and at the relevant time will have) immediately available on an unconditional basis the necessary committed bank finance (subject only to Completion and to usual ordinary course banking covenants) to meet its obligations under this Agreement and any other documents which are to be executed by the Purchaser or any relevant Purchasing Company and which are to be delivered at Completion; and
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | immediately following Completion the Purchaser will have the corporate authorisation from the relevant members of the Purchaser's Group to grant the licences contemplated to be granted by it in the IP Licence.                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                           
|15.2 | Limitations
    on Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | Ergon
      shall not be entitled to make a claim under Clause 15.1 (Purchaser's
      warranties)
      unless notice in writing specifying the nature of the claim and the circumstances
      giving rise to the claim has been given by Ergon to the Purchaser in accordance
      with Clause 33 (Notices)
      on or before the date which is eight (8) years after the date of this Agreement
      and legal proceedings before a competent court in respect of that claim
      shall not have been issued and served on the Purchaser within twelve (12)
      months after the date of that notice.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|16.  | WARRANTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|16.1 | Warranties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | The
      Warrantor:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

77

---



Back to Contents

|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | warrants to the Purchaser (for itself and as trustee for each of the Purchasing Companies) as at the date of this Agreement in the terms set out in Schedule 6 (Warranties); and                                                                     
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                      
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | further agrees that it shall be deemed to have warranted immediately before Completion (but, for the avoidance of doubt, after the Reorganisation) in the terms of the Repeated Warranties by reference to the facts and circumstances then existing.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|16.2 | Claims
    under this Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | The
      Warranties and the Repeated Warranties are subject to the matters set out
      in Schedule 7 (Provisions
      Relating to Claims under this Agreement).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|16.3 | No
      right of Purchaser to terminate or rescind                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | Save
        in the case of fraud on the part of the Warrantor or any other member
        of the ICI Group, notwithstanding any breach of this Agreement and notwithstanding
        any provisions of any applicable laws, the Purchaser agrees (for itself
        and as trustee for each of the Purchasing Companies) that, following
        Completion, it shall have no right of termination or rescission (including
        any right under common law) in respect of any claims arising under or
        in connection with this Agreement and shall not be entitled to treat
        the Warrantor as having repudiated this Agreement and the only remedy
        of the Purchaser or the Purchasing Companies for breach of the Warranties
        shall be damages and the Purchaser (for itself and as trustee for each
        of the Purchasing Companies) hereby agrees further to waive any other
        right, power or remedy it may have in relation to a breach of the Warranties
    other than as expressly set out herein.                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|16.4 | Purchaser's
      rights and remedies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | Save
      as provided in Clause 16.3 (No
      right of Purchaser to terminate or rescind),
      the Warrantor agrees that the rights and remedies of the Purchaser or the
      Purchasing Companies in relation to any of the Warranties shall not be affected
      or limited by Completion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|16.5 | Meaning
    of "so far as Warrantor is aware"                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | If
      any of the Warranties are expressed to be given "so far as the Warrantor
      is aware" or "to the best of the knowledge, information and belief of the
      Warrantor", or words to that effect, these expressions shall mean that the
      Warrantor has only made reasonably careful enquiries of those persons listed
      in Schedule 10 (Persons
      of whom enquiry was made relating to the Warranties)
      and Graham Allen has made reasonable enquiries of Jim Marple and Robert
      Hails of Watson Wyatt and the Warrantor shall, subject always to the final
      sentence of this sub-clause, be deemed only to have knowledge of all facts,
      matters and circumstances known by such persons (including in the case of
      Graham Allen, after reasonable enquiries of Jim Marple and Robert Hails
      of Watson Wyatt) after reasonably careful enquiry and such expressions shall
      not have imported to them any wider meaning or interpretation or be deemed
      to include enquiries or actual awareness of any additional people or departments
      within the Warrantor or any other member of the ICI Group. Where an area
      of business is indicated in Schedule 10 (Persons
      of whom enquiry was made relating to the

78

---



Back to Contents

|     | Warranties),
      the knowledge of such persons (after reasonably careful enquiry) shall be
      deemed limited to the area of business set out next to the name of the person
      concerned.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                  
|16.6 | Meaning
    of "Transfer Time" and "Completion" and effect of the Reorganisation                                                                                                                 
|     |                                                                                                                                                                                                  
|     | (a)                                                                                                                                                                                              
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  
|     |                                                                                                                                                                                                  

79

---



Back to Contents

|     |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (R)                                                                                                         | "Stock";
    and      
|---- | -------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------- | ----------------------
|     |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                             |                       
|     |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (S)                                                                                                         | "U.S.
    Debtors; and
|     |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                            
|     |                                                                                                                | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the Reorganisation shall be deemed to have taken place immediately prior to the date of this Agreement; and
|     |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                            | in and for the purpose of the Repeated Warranties (other than the Warranties set out at Paragraphs 5.4 and 11.16 of Schedule 6 (Warranties) Part 1 (General
           Warranties Business and the Companies), but only when such Warranties are deemed to be repeated in accordance with Clause 16.1(b) (Warranties),
    references to "the date of this Agreement" in any such Warranties shall be deemed to be references to "Completion".                
|     |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|16.7 | Certain
    Warranties specific                                                                               
|     |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Subject
      to Clause 16.8, the scope of certain categories of Warranties shall be limited
      as follows:
|     |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                            | the only Warranties given in respect of employment matters (save for matters relating to pensions) are those set out in Paragraph 9 (Employees) of Part 1 (General Warranties (Business and the Companies)) of Schedule 6 (Warranties) and all other Warranties shall be deemed not to apply to, or be given in relation to, matters dealing with employment;                                                                                                 
|     |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                             |                       
|     | (b)                                                                                                            | the only Warranties given in respect of Intellectual Property (including licences of Intellectual Property) are those set out in Paragraph 11 (Intellectual Property and Information Technology) of Part 1 (General Warranties (Business and the Companies)) of Schedule 6 (Warranties) and all other Warranties shall be deemed not to apply to, or be given in relation to, matters dealing with Intellectual Property or licences of Intellectual Property;
|     |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                             |                       
|     | (c)                                                                                                            | the only Warranties given in respect of pension matters are those set out in Paragraph 13 (Pensions) of Part 1 (General Warranties (Business and the Companies)) of Schedule 6 (Warranties) and all other Warranties shall be deemed not to apply to, or be given in relation to, matters dealing with pensions;                                                                                                                                              
|     |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                             |                       
|     | (d)                                                                                                            | the only Warranties given in respect of the Environment, Environmental Laws and/or Environmental Permits are those set out in Paragraph 15 (Environment) of Part 1 (General Warranties (Business and the Companies)) of Schedule 6 (Warranties) and all other Warranties shall be deemed not to apply to, or be given in relation to, matters dealing with the Environment, Environmental Laws and/or Environmental Permits;                                  
|     |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                             |                       
|     | (e)                                                                                                            | the only Warranties given in relation to the U.S. Business and the Canadian Business in respect of Taxation are the Business Tax Warranties and, save as provided in sub-clause (f) below, and subject to sub-clause (f) below all other Warranties shall be deemed not to apply to, or be given in relation to, matters dealing with Taxation;                                                                                                               

80

---



Back to Contents

|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                              | the only Warranties given in relation to the Companies in respect of Taxation are the Company Tax Warranties, and subject to sub-clause (e) above, all other Warranties shall be deemed not to apply to, or be given in relation to, matters dealing with Taxation; and                                                                                                                                                        
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                                              | the only Warranties given in respect of property matters are those set out in Paragraph 16 (The Properties) of Part 1 (General Warranties (Business and the Companies)) of Schedule 6 (Warranties) and all other Warranties shall be deemed not to apply to, or be given in relation to, matters dealing with the Properties.                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|16.8 | General
    Warranties                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | In
    relation to any Warranty Claim under the Warranties set out at:                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                              | Paragraphs
       2 (Accounts),
       6 (Contracts,
       Commitments etc.),
       8 (Effect
       of Sale),       10 (Litigation), 12 (Permits and Compliance) and 18 (Improper Payments) of Part 1 (General Warranties (Business and the Companies)) of Schedule 6 (Warranties) (the"Unboxed
    Warranties") the restrictions in Clause 16.7(a) to (c) and (e) to (g) (Certain Warranties Specific) shall not apply; and
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                              | Paragraphs 2 (Accounts), and 6 (Contracts, Commitments etc.) and 18 (Improper Payments) of Part 1 (General Warranties (Business and the Companies)) of Schedule 6 (Warranties) the restrictions in Clause 16.7(d) (Certain Warranties Specific) shall not apply,                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | in
        each case, without prejudice however to the application of all or any
    other limitations in this Agreement.                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|17.  | INDEMNIFICATION                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|17.1 | Warrington,
    Benzene and Asbestos Claims                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | Ergon
        undertakes to indemnify (or procure that the relevant member of the ICI
        Group shall indemnify) the Purchaser or at the Purchaser's election,
        any other relevant member of the Purchaser's Group, against any Losses
        (whether the relevant matter, event, circumstance to which such Losses
        relate occurs prior to, on or after the date of this Agreement) in connection
    with:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                              | any Warrington Claim;                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                              | any Benzene Claim; or                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                              | any Asbestos Claim,                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|     | whether
    or not:                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  | (i)                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                           

81

---



Back to Contents

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | any
      award of a court of competent jurisdiction or arbitration or other tribunal
    has been made with respect thereto.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|17.2 | Conduct
    of Warrington Claims and Benzene Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | In
        relation to any Warrington Claims, Benzene Claims and Asbestos Claims
        Ergon shall, and shall procure that the relevant member(s) of the ICI
    Group (other than the Companies) shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (where such Proceedings have been commenced against a member of the Purchaser's Group) in the name of and on behalf of the UK Company or the relevant other member of the Purchaser's Group, assume the conduct of all Proceedings relating to the Warrington Claim, Benzene Claim or Asbestos Claim, including the appointment of legal and other professional advisers, provided that Ergon shall not make, or permit to be made, in connection with any settlement or compromise of any Warrington Claim, Benzene Claim or Asbestos Claim any behavioural undertakings (which, for the avoidance of doubt, shall not include payments or other financial awards or accommodations) on behalf of the UK Company or any other member of the Purchaser's Group without the prior approval of the Purchaser (such approval not to be unreasonably withheld or delayed); and
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                              
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | procure that the Purchaser is promptly sent copies of all material written communications or notified in writing as to the substance of all material oral communications pertaining to the Warrington Claims, Benzene Claims or Asbestos Claim transmitted by or on behalf of Ergon, or the other relevant member of the ICI Group, to the other party to the Warrington Claim, Benzene Claim or Asbestos Claim or its agents or professional advisers.                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|17.3 | Sewers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | Ergon
        and the Purchaser each undertake to use all reasonable endeavours in
        a reasonably timely manner to undertake (or procure another member of
        their Group undertake) the Sewer Repairs and to pay 50% (fifty per cent)
        of the Costs of the Sewer Repairs. Ergon undertakes to carry out (or
        procure another member of the ICI Group carry out) the Sewer Repairs
        as far as reasonably practicable prior to the Completion Date. To the
        extent that Ergon (or another member of the ICI Group) has carried out
        the Sewer Repairs prior to the Completion Date, the Purchaser undertakes
        to indemnify Ergon (for itself and as trustee for each member of the
        ICI Group) for 50% (fifty per cent) of the Costs incurred by Ergon (or
        another member of the ICI Group) in undertaking the Sewer Repairs prior
        to the Completion Date. To the extent that Ergon (or another member of
        the ICI Group) has not carried out the Sewer Repairs prior to the Completion
        Date, the Purchaser undertakes to carry out (or procure that another
        member of the Purchaser's Group shall carry out) the Sewer Repairs and
        Ergon undertakes to indemnify the Purchaser (for itself and as trustee
        for each member of the Purchaser's Group) for 50% (fifty per cent) of
        the Costs incurred by the Purchaser (or any other member of the Purchaser's
        Group) in undertaking the Sewer Repairs following the Completion Date.
        In no event shall the aggregate liability of Ergon (and all other members
        of the ICI Group) exceed U.S.$150,000 (one hundred and fifty thousand
        dollars) in respect of the Meredosia Sewers and U.S.$80,000 (eighty thousand
    dollars) in respect of the Warrington Sewers in each

82

---



Back to Contents

|     | case
      regardless of whether Ergon undertakes (or procures the undertaking of)
      the Sewer Repairs or indemnifies the Purchaser (for itself and as trustee
    for each member of the Purchaser's Group) in respect of the Sewer Repairs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|17.4 | Firewater
    Systems                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Ergon
        hereby undertakes to indemnify the Purchaser (for itself and as trustee
        for each member of the Purchaser's Group) against 50% (fifty per cent
        of) the Costs incurred by the Purchaser (or any other member of the Purchaser's
        Group) to bring the firewater systems at the Boucherville Business Property
        and at the Meredosia Business Property into compliance with National
        Fire Prevention Act Code Standards as Recommended, to the extent that
        the same are not in compliance prior to the Completion Date. The aggregate
        liability of Ergon (and all other members of the ICI Group) under this
    Clause 17.4 shall be capped as follows:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|17.5 | Indemnity
    Claims                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Each
        of the Indemnities are subject to the matters set out in Schedule 7 (Provisions
        Relating to Claims under this Agreement)
        to the extent they are specifically expressed to relate to Indemnity
    Claims.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|18.  | TECHNICAL
    INFORMATION AND IP                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|18.1 | Allocation
    of Technical Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

83

---



Back to Contents

|     |                                                                                                                                                                                                                                                                                                                                                                         
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | Contents of category                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                         
|     | RecordscontainingTechnicalInformation
    which is predominantly usedin
       theBusiness,
       (butexcluding
    fortheavoidance
       ofdoubt
       anyrecordwhich
    isExcluded
    IP or any part of a record whichis Excluded IP)                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                         
|     | RecordscontainingTechnicalInformation
    which is used in the Businessbut
    not predominantly (but excluding forthe
    avoidance of doubt any record whichis
       ExcludedIP
       or anypartof
    arecordwhich
    is Excluded IP)                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                         
|     | RecordscontainingTechnicalInformationwhich
    doesnotfallintoeither of the above categories.                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                         
|     | (c)                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                         
|     | (d)                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                         
|18.2 | Ergon's
    access to verify Technical Information                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                         
|     | The
      Purchaser shall, and shall procure that each other member of the Purchaser's
      Group shall, provide Ergon (and any other member of the ICI Group) with
      reasonable access to all records (in whatever form or medium) containing
      Technical Information which are in the possession or control of any member
      of the Purchaser's Group as a

84

---



Back to Contents

|     | result
      of the transactions contemplated by this Agreement. The purpose of such
      access shall be to enable Ergon (and any other member of the ICI Group):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | This
      exercise shall commence reasonably promptly after the date of this Agreement
      and shall cease no later than three months from Completion. The relevant
      member(s) of the ICI Group shall give the Purchaser reasonable prior notice
      of its or their intention to take advantage of the access to be given under
      this Clause 18.2. This access shall take place during normal business hours
      and in such a way as to minimise disruption to the businesses of the Purchaser's
      Group. Ergon shall procure that the member(s) of the ICI Group shall sign
      any non-disclosure agreement reasonably required by the Purchaser to protect
      its confidential information (but this Agreement and the IP Licence shall
      prevail in relation to the confidentiality of the Business IP and the Company
      IP).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|19.  | INFORMATION
      TECHNOLOGY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | The
      provisions of Schedule 20 (Information
      Technology)
      shall have effect as if set out in this Clause 19.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|20.  | FURTHER
      ASSURANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|20.1 | Further
      assurance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | Following
      Completion, and subject to Clause 3.6 (Responsibility
      for Taxes and fees)
      Ergon and the Purchaser shall (and shall respectively procure that each
      of the other Sellers and Purchasing Companies shall), at their own cost:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|20.2 | Wrong-pockets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

85

---



Back to Contents

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Agreement
      have not been transferred to the relevant member of the ICI Group, then
      the Purchaser shall do, or procure the doing of, all such things as may
      be required to retransfer (or, in the case of any such assets owned by the
      Companies to transfer) any such asset to the relevant Business Seller or
      as Ergon shall otherwise direct provided always that Ergon shall be responsible
      for all costs and expenses incurred by the relevant member of the Purchaser's
      Group in giving effect to such retransfer (or transfer).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Notwithstanding
      Clause 20.2(a) above, if the Purchaser or the Purchaser's Group has spent
      money in respect of any such assets as are referred to above, the Purchaser
      and the Purchaser Group shall be promptly reimbursed for such amounts incurred
      ("Wrong-pocket
      Costs")
      in connection with such money invested in connection therewith prior to
      Ergon's written notice (such notice to contain reasonable details of the
      basis for Ergon's assertion) that such asset(s) should not have been transferred
      pursuant to, or in order to give effect to, the provisions of this Agreement
      or any assets of the Companies which should have transferred pursuant to
      the Reorganisation or pursuant to or in order to give effect to the provisions
      of this Agreement have not been transferred to the relevant member of the
      ICI Group provided that nothing in this Clause 20.2(b) shall require Ergon
      to make a payment to the Purchaser or any member of the Purchaser's Group
      unless immediately following such payment, the Purchaser or the relevant
      member of the Purchaser's Group shall at the cost and expense of Ergon transfer
      to Ergon any assets directly resulting from such investment by the Purchaser
      or relevant member of the Purchaser's Group attributable to such payment.
      Nothing under this Clause 20.2 shall affect any Intellectual Property scheduled
      as assigned to the Purchaser hereunder.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|21.  | INFORMATION,
      RECORDS AND ASSISTANCE                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|21.1 | Employee
      Records                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | The
      parties agree that, to the extent permitted by law:                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Ergon
      or any other member of the ICI Group, shall be entitled to copy the Employee
      Records before or after Completion and to retain copies of the Employee
      Records without limitation of time; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | the Purchaser
      or any other member of the Purchaser's Group, shall be entitled to copy
      the medical and other personnel records relating to those employees of the
      Companies as shall be transferred by the Companies to another member of
      the ICI Group as a result of the Reorganisation before or after Completion
      and to retain copies of those records without limitation of time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|21.2 | Provision
      of records                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | Ergon
      shall, and shall procure that each Business Seller shall, and the Purchaser
      shall, and shall procure that the Companies and each Purchasing Company
      shall, each provide the other upon reasonable request and upon providing
      reasonable justification that the same is required with full and free access
      (including the right to take copies) during usual business hours to the
      books, accounts and records to be held by each of

86

---



Back to Contents

|     | them
      after Completion which relate exclusively or predominantly to the Business
      and which relate to the period up to Completion (the"Financial
      Records").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|21.3 | Preservation
      of records                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | Subject
        to the provisions of Clause 21.4 (Litigation)
        and Schedule 7 (Provisions
        Relating to Claims under this Agreement)
        for a period of seven (7) years following the Completion Date, no party
        shall dispose of or destroy, and shall procure that their respective Group
        members shall not dispose of nor destroy, any of the Financial Records,
        Primary Books and Records, Secondary Books and Records or Technical Information
        (including information recorded or retained in any electronic form) without
        first giving the other at least two months' notice of its intention to
        do so and giving the other the opportunity to remove and retain any of
        them (at that other party's expense).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|21.4 | Litigation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (together
        the"Relevant
        Claims")
        in its or their possession or control (the"Relevant
        Records")
        without first giving the other party (or the relevant member of their
        respective Groups to whom the Relevant Claim relates) and, in the case
        of Relevant Records relating to the Warrington Claims, the European legal
        counsel of NSC, at least six (6) months' prior written notice of its intention
        to do so and giving them the opportunity to remove and retain or copy
        (on payment of the party's reasonable copying charges) any or all of such
        documents;                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

87

---



Back to Contents

| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                           | access
      to the Properties;                                                                                                                                                                                                                                                                                                                                                               
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                          | access
      to employees, advisers, agents or consultants of the party and/or of each
      other member of the Providing Party's Group (collectively the "Relevant
      Employees"),                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                               
| |     | such
      access to be granted to any or all of the Requesting Party, the other members
      of its Group and its or their representatives and/or advisers during normal
      business hours;                                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | in
      granting access to Relevant Records under Clause 21.4(c)(i) (Litigation),
      the parties agree that they, and each other member of their respective Groups
      and its or their representatives and/or advisers as a Requesting Party may
      make copies of the same and will pay the reasonable copying charges of the
      Providing Party;                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                               
| | (e) | each
      party acknowledges that a Requesting Party and its or their representatives
      and/or advisers may in relation to the Relevant Claims request any Relevant
      Employee:                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                            | to travel
      to the offices of lawyers, other advisors or experts or the chambers of
      counsel nominated by the Requesting Party, or another member of the Requesting
      Party's Group, in order to participate in any manner that may be reasonably
      required in relation to the Relevant Claims, including the preparation of
      the Relevant Claims for trial;           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                           | to answer
      fully and truthfully to the best of their knowledge, belief and recollection,
      all questions put to him by those lawyers, advisors, experts or counsel
      on all matters which, in the judgment of those lawyers, advisors, experts
      or counsel may be relevant to the Relevant Claims and about which the Relevant
      Employee may have relevant information;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                          | to co-operate
      in the preparation, review and execution of any document (including a witness
      statement, affidavit or other similar document) recording their evidence
      on those matters;                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                           | to attend
      any hearing or hearings to give evidence on behalf of the Requesting Party
      (or any other member of the Requesting Party's Group) at such time or times
      as the Requesting Party, or another member of the Requesting Party's Group,
      may reasonably require;                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                               
| |     | and
      the Providing Party will use its reasonable endeavours to procure that the
      Relevant Employee complies with any such request;                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                               
| | (f) | when
      seeking assistance under this Clause 21.4, a Requesting Party, or the other
      relevant member of the Requesting Party's Group, shall use reasonable endeavours
      to minimise interference with the Providing Party and the Providing Party
      's Group's conduct of the relevant business or the performance by the Relevant
      Employees of their employment duties;

88

---



Back to Contents

|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the Requesting
      Party will reimburse or procure the reimbursement of expenses incurred by
      any Relevant Employee in providing any assistance to any member of the Requesting
      Party's Group under this Clause 21.4, but limited to reasonable out of pocket
      expenses incurred by such Relevant Employees, the scope of which shall have
      been approved in writing by the Requesting Party, or the relevant member
      of the Requesting Party's Group prior to their being incurred, such approval
      not to be unreasonably withheld. For the avoidance of doubt, subject to
      Clauses 21.4(a) and (b) (Litigation)
      above, the Requesting Party will not be obliged to (and it is hereby expressly
      agreed that it shall not) make nor procure the payment of any other payment
      to the Relevant Employees nor to the Providing Party or any other member
      of its Group, including the cost of any management time or of any loss of
      opportunity or time away from work.                                                                                                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|21.5 | Annual
      Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Following
      Completion the Purchaser shall, and shall procure that each Company and
      each Purchasing Company shall, provide to Ergon within thirty (30) Business
      Days after the Completion Date, such data as Ergon shall reasonably request
      for the purposes of complying with the statutory reporting requirements
      of the ICI Group.                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|21.6 | Secondary
      Books and Records                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Ergon
      shall, as soon as practicable following written request from the Purchaser
      provide to the Purchaser certified copies of originals of the Secondary
      Books and Records or, if certified copies are insufficient, originals of
      such portions or sections of the Secondary Books and Records, in each case,
      to the extent reasonably required by the Purchaser (a) to perfect the transfer
      of title in and to the Business Assets or the Shares pursuant to this Agreement
      or (b) to enable the Purchaser or any member of the Purchaser's Group to
      submit patent applications.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|21.7 | U.S.
      & Canadian Employees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Ergon
      shall, or shall procure that the relevant Business Sellers shall, at Purchaser's
      own cost and expense, after and with effect from Completion, assign to Purchaser
      (or the relevant member of the Purchaser Group), those rights and benefits
      with respect to confidentiality and restrictive covenants that remain in
      effect in favour of the Business Sellers to the extent relating to the Business
      under all employment and services agreements of all U.S. Employees, Canadian
      Employees and former employees of each of the U.S. and Canadian Businesses,
      respectively. The foregoing shall not constitute an assignment or attempted
      assignment to the extent any such rights and benefits are not assignable
      without the consent of another person if such assignment or attempted assignment
      would otherwise constitute a breach of any such agreement except to the
      extent such consent is obtained. In such event, Ergon shall enforce such
      rights and benefits at Purchaser's cost and expense for the benefit of Purchaser
      as Purchaser may reasonably direct.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | Purchaser
      agrees, covenants and undertakes with Ergon (for itself and as trustee for
      each other member of the ICI Group) that it shall indemnify or procure that
      the relevant member of the Purchaser's Group shall indemnify                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

89

---



Back to Contents

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Ergon
      (for itself and as trustee for each other member of the ICI Group), against
      all Losses in connection with the actions contemplated in Clause 21.7.
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                     
|22.  | INSURANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                     
|22.1 | ICI
      Group Insurance Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                     
|     | All
      policies of insurance maintained in relation to the Business Assets (whether
      provided by third party insurers or a member of the ICI Group) shall cease
      to provide cover to anyone who owns those Business Assets after Completion
      including the Purchaser or another member of the Purchaser's Group. For
      the avoidance of doubt, no liability shall arise under any such policies
      of insurance in relation to:                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | any Loss
      arising from an insured peril which occurred prior to Completion which is
      not the subject of a Notified Claim; or                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                     
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | any Loss
      arising from an insured peril which occurs after Completion.                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|22.2 | Company
      Insurance Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                     
|     | From
      Completion all other policies of insurance maintained in relation to the
      Companies (whether provided by third party insurers or a member of the ICI
      Group) which are in place and which insure the Companies prior to Completion
      shall cease to provide cover to the Companies and no liability (whether
      by way of indemnity or otherwise) to the Companies shall arise under any
      such policies of insurance in relation to:                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | any Loss
      arising from an insured peril which occurred prior to Completion but which
      is not the subject of a Notified Claim; or                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                     
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | any Loss
      arising from an insured peril which occurred after Completion.                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                     
|22.3 | Purchaser's
      Group Insurance Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                     
|     | From
      Completion the Purchaser will extend to the Business and the Companies the
      general insurance programme applicable to the Purchaser's Group (the"Celanese
      Insurance Programme")
      and:                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                     
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | will apply
      its normal principles to insurance for the Business and insure the Business
      in accordance with those principles; and                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                     
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | will not
      seek to apply exclusions to its insurance for the Business not generally
      applicable to similar operations within the Purchaser's Group.        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                     
|23.  | ANNOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     | Without
      prejudice to any other provision of this Agreement, the parties mutually
      agree to take all reasonable care to avoid any act which may reflect adversely
      on or be harmful to the business, reputation or prestige of any member of
      the ICI Group, the Purchaser's Group, the Business, the Companies or of
      any party to this Agreement and, without prejudice to the generality of
      the foregoing, agree that (save as required by law or the rules of any securities
      exchange or regulatory or governmental body to

90

---



Back to Contents

|     | which
      any party is subject or submits, wherever situated) no press or other public
      announcements (whether to shareholders, employees, customers, suppliers
      or otherwise) shall be made or sent out (or, so far as is practicable, permitted
      to be made or sent out) by the Purchaser or any other member of the Purchaser's
      Group or the ICI Group in respect of the sale and purchase under this Agreement
      without the text of such announcement receiving the prior written approval
      of the Purchaser (in the case of an announcement by any member of the ICI
      Group) or Ergon (in the case of an announcement by any member of the Purchaser's
      Group), such approval not to be unreasonably withheld or delayed.                                                                                                                                                                                                                                                                                                                    
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|24.  | CONFIDENTIALITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|24.1 | Confidentiality                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | Each
      party shall treat and shall procure that each member of their Group shall
      treat as strictly confidential all information received or obtained as a
      result of entering into or performing this Agreement which relates to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|24.2 | Technical
      Information                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | The
      Purchaser shall, and shall procure that the other members of the Purchaser's
      Group shall, treat as strictly confidential and not use or disclose any
      Technical Information which is Excluded IP (except as permitted under the
      IP Licence and further unless otherwise agreed in writing by Ergon, for
      example as part of a supplier/customer arrangement, such agreement not to
      be unreasonably withheld or delayed). Ergon shall, and shall procure that
      the other members of the ICI Group shall, treat as strictly confidential
      and not use or disclose any Technical Information comprised in the Business
      IP (except as permitted under the IP Licence). For the avoidance of doubt,
      these obligations of confidence shall not prevent any party (or its Group)
      (collectively the"disclosing
      party")
      from using and disclosing information which the disclosing party can demonstrate,
      to the reasonable satisfaction of the other (or its Group) (collectively
      the"owning
      party"):
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|24.3 | Confidentiality
      exceptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     | Notwithstanding
      Clauses 24.1 (Confidentiality)
      and 24.2 (Technical
      Information),
      any party may disclose information which would otherwise be confidential
      if and to the extent that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

91

---



Back to Contents

| | (a) | the
      disclosure is required by the law of any relevant jurisdiction or for the
      purpose of any judicial proceedings;                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | the
      disclosure is required by any securities exchange or regulatory or governmental
      body to which any party is subject or submits, wherever situated whether
      or not the requirement for information has the force of law;                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (c) | the
      information is disclosed on a strictly confidential basis to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (d) | Ergon
      has given its prior written approval to the disclosure (in the case of disclosure
      by the Purchaser) or the Purchaser has given such prior written approval
      (in the case of disclosure by any of the Sellers), as the case may be;                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (e) | except
      with respect to Technical Information which is licensed to ICI under the
      IP Licence (the disclosure of which shall be governed by the IP Licence)
      it does so to a member of the ICI Group (in the case of Ergon) or a member
      of the Purchaser's Group (in the case of the Purchaser) PROVIDED THAT, notwithstanding
      such disclosure, the party making such disclosure shall remain fully and
      completely liable to each other party in accordance with the provisions
      of this Clause 24;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (f) | (in
      the case of the Purchaser) it does so to any actual or bona fide prospective:                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | PROVIDED
      THAT:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

92

---



Back to Contents

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (D) | in each
      case, notwithstanding such disclosure, the Purchaser shall remain fully
      and completely liable to Ergon in accordance with the provisions of this
      Clause 24; or
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                         
|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the
      disclosure is required to enable that party to enforce its rights under
      this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                         
|     | PROVIDED
        THAT any such information disclosed pursuant to sub-clauses (a) or (b)
        of this Clause 24.3 shall be disclosed only after notice to Ergon or the
        Purchaser, as the case may be, unless such prior notice to the other party
        is unlawful.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                         
|24.4 | Limit
      in time                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | The
      restrictions contained in this Clause 24 shall survive Completion for a
      period of ten (10) years following the Completion Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                         
|24.5 | Confidentiality
      and tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                         
|     | Notwithstanding
      Clause 24.1 (Confidentiality)
      and Clause 24.2 (Technical
      Information),
      either party to this Agreement (and each employee, agent or representative
      of the foregoing) may disclose to any and all persons, without limitation
      of any kind, the tax treatment and tax structure of the Agreement and all
      materials of any kind (including opinions or other tax analyses) that are
      provided to the parties relating to such tax treatment and tax structure
      except to the extent maintaining such confidentiality is necessary to comply
      with any applicable securities laws, provided that such disclosure may not
      be made until the earlier of the date of the public announcement of the
      transactions relating to the Agreement and the date of the Agreement. In
      this Clause 24.5, the terms"tax
      structure"and"tax
      treatment"have
      the meanings given to them in United States Treasury Department regulations
      section 1.6011-4(b)(3)(iii).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                         
|24.6 | No
      prejudice to Confidentiality Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                         
|     | This
      Clause 24 shall be without prejudice to Clause 25.1 (No
      waiver of legal privilege)
      and the provisions of the Confidentiality Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                         
|25.  | PURCHASER'S
      UNDERTAKINGS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                         
|25.1 | No
      waiver of legal privilege                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                         
|     | The
      Purchaser agrees and undertakes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |     |                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | on
      behalf of itself and each other member of the Purchaser's Group that it
      and they will not waive legal privilege in relation to any document which
      comes into the possession or control of any member of the Purchaser's Group
      as a result of the transactions contemplated by this Agreement and will
      not take any steps which may lead to such legal privilege being lost where,
      in each such case, such document contains or refers to information in relation
      to the disposal by the ICI Group of the whole or any part of the Business,
      the Business Assets or the Shares or in relation to the negotiations in
      respect of the transactions contemplated by this Agreement unless:

93

---



Back to Contents

|     |                                                                                                                                                                                                                              | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | such
      waiver and/or steps are required by the law of any relevant jurisdiction
      or for the purpose of any judicial proceedings;                                                                                                          
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                              | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | such
      waiver and/or steps are formally required by any securities exchange or
      regulatory or governmental body to which any party is subject wherever situated
      whether or not the requirement for information has the force of law;
|     |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                              | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | such
      waiver and/or steps are necessary to enable the Purchaser or any member
      of the Purchaser's Group to enforce its rights under the Transaction Documents;
      and                                                                 
|     |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                              | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Ergon
      has given its prior written approval to such waiver and/or steps; and                                                                                                                                                                  
|     |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                          | that
      it shall, at Ergon's request, execute a common interest agreement (as that
      term is understood in Canada) in a form reasonably acceptable to the Purchaser
      governing the exchange of information in relation to the Canadian Business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                    
|     | For
      the avoidance of doubt nothing in this Clause 25 shall prevent or restrict
      the Purchaser from producing any documents which it may require in order
      to bring or defend proceedings against the Seller.
|     |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                    
|25.2 | Use
      of the Excluded Trade Marks                                                                                                                                                                                       
|     |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                          | the"Excluded
      Trade Marks"means
      the names and/or trade marks "ICI", "Imperial Chemical Industries", "National
      Starch & Chemical" (including the stylised version of that name shown
      in Part 1 (Logos)
      of Schedule 4 (Intellectual
      Property)),
      "National Starch", "NSC" and the device known as the "ICI Roundel" (a copy
      of which is depicted in Part 1 (Logos)
      of Schedule 4 (Intellectual
      Property)
      and including the "negative" of that depiction). The Purchaser acknowledges
      and agrees, on behalf of itself and each other member of the Purchaser's
      Group that nothing in this Agreement shall operate as an agreement to transfer
      (nor shall transfer) any right, title or interest in any of the Excluded
      Trade Marks. From the Completion Date, the Purchaser shall not use, and
      shall procure that no other member of the Purchaser's Group shall use, any
      of the Excluded Trade Marks except as permitted expressly in this Clause
      25.2 (and except for non-trademark historical or descriptive use or in order
      to refer to the relevant member of the ICI Group, where this would be permitted
      by local law);
|     |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                          | the
      Purchaser shall procure that within six (6) months following Completion
      the Excluded Trade Marks are no longer used or displayed in the Business
      or by any of the Companies and that neither the Excluded Trade Marks nor
      any marks confusingly similar thereto are thereafter used by the Purchaser's
      Group, whether on any buildings, fixtures, letterhead or invoice or otherwise,
      except for stocks, which are dealt with in sub-clause (c) below;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                    
|     | (c)                                                                                                                                                                                                                          | the
      Purchaser's Group shall be permitted for a period of six (6) months from
      Completion to use the Excluded Trade Marks on any stocks of Emulsion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

94

---



Back to Contents

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Polymers
          and on any sales literature relating to such stocks which bear the
          same, but have not been sold, prior to Completion. After the expiry
          of that six (6) month period, the Purchaser shall, and shall procure
          that the other members of the Purchaser's Group shall, cease all further
          use of the Excluded Trade Marks, destroy any unused packaging or other
          materials using the Excluded Trade Marks and remove or permanently
          obliterate the Excluded Trade Marks from any remaining stocks and sales
    literature;
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | all goodwill
        arising out of the use or display by the Purchaser's Group of any of
        the Excluded Trade Marks shall accrue to and vest in Ergon, or as it
        shall direct, absolutely. The Purchaser shall, and shall procure that
        the other members of the Purchaser's Group and each of the Companies
        shall, execute all documents reasonably required by Ergon in order to
    give effect to this provision; and                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | except
        as permitted in this Clause 25.2, the Purchaser shall not, and agrees
        to procure that no other member of the Purchaser's Group shall, use any
        of the Excluded Trade Marks, nor any name or mark confusingly or colourably
    similar to any of them.                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|26.  | COSTS
    AND EXCHANGE RATES, PAYMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|26.1 | Responsible
    for own costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | Subject
          always to Clauses 3.6 (Responsibility
          for Taxes and fees)
          and 7.6 (Notifications
          and consents),
          each party shall be responsible for all the costs, charges and expenses
          incurred by it in connection with and incidental to the preparation
          and completion of this Agreement, each of the other Transaction Documents,
          Ancillary Agreements and other documents in the Agreed Terms and the
          sale and purchase of the Business, the Business Assets and the Shares
    under the Transaction Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|26.2 | Exchange
    Rate for Foreign Currencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     | Save
          as otherwise provided in this Agreement, for the purpose of converting
          amounts specified in one currency into another currency (including
          the UK Net Debt Adjustment, the UK Net Debt Interest Adjustment, the
          Dutch Net Debt Adjustment and the Dutch Net Debt Interest Adjustment
          or any portion or allocation of those payments as required by any Transaction
          Document) where required, the rate of exchange to be used in converting
          amounts specified in one currency into another currency shall be the
          closing mid-point rate for exchanges between those currencies quoted
          in the Financial Times (London edition) for the nearest Business Day
          for which that rate is so quoted on or prior to the date of the conversion.
          Without prejudice to the obligation contained in Clause 3.3 (Method
          of Payment),
          for the purposes of calculating the UK Final Cash Balance, the UK Final
          Financial Debt, the UK Intra-Group Lendings, the UK Intra-Group Borrowings
          the Dutch Final Cash Balance, the Dutch Final Financial Debt, the Dutch
          Intra-Group Lendings, the Dutch Intra-Group Borrowings, the payment
          of the UK Net Debt Adjustment, UK Net Debt Interest Adjustment, Dutch
          Net Debt Adjustment or Dutch Net Interest Adjustment (or any element
          of any of these calculations) the date of the conversion of the value
          of any asset or liability being a component of the relevant calculation
    shall be deemed to

95

---



Back to Contents

|     | be
          the date on which Completion takes place. For any other purposes, the
          date of the conversion will be two (2) Business Days prior to the Due
    Date for payment.                                                                                                                                                                                                                                                                                                                                                                                                                                      
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|26.3 | Payments
    in U.S. Dollars                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | Each
          payment to be made under the Transaction Documents shall, unless specifically
          provided otherwise in this Agreement and/or as otherwise required by
    applicable law, be made in U.S. dollars.                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|27.  | ENTIRE
    AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|27.1 | Entire
    Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | This
          Agreement together with each of the other Transaction Documents contain
          the whole agreement between the parties in relation to the transactions
          contemplated by this Agreement and supersede all previous agreements
          whether written or oral between all or any of the parties and the other
          Sellers in relation to these transactions. Accordingly, all other terms,
          conditions, representations, warranties and any other statements which
          would otherwise be implied (by law or otherwise) shall not form part
    of the Transaction Documents.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|27.2 | No
    reliance                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | The
          Purchaser acknowledges and agrees (for itself and on behalf of each
          other member of the Purchaser's Group) with Ergon (on its own behalf
    and as trustee for each member of the ICI Group) that:                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

96

---



Back to Contents

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | that
          shall be "with full title guarantee") shall be excluded or, if incapable
    of exclusion, irrevocably waived.                                                                                                                                                                                      
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                    
|27.3 | No
    representation as to accuracy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                    
|     | Without
          prejudice to the foregoing provisions of this Clause 26.3 and to the
          Warranties and any other warranties expressly set out in the Transaction
          Documents, the Purchaser acknowledges and agrees that no member of
          the ICI Group makes nor has previously made any representation or warranty
          as to the accuracy of the forecasts, estimates, projections, statements
          of intent or statements of opinion provided to the Purchaser (howsoever
          provided) on or prior to the date of this Agreement, including anything
          contained in the Information Memorandum, the Disclosure Letter, the
          Disclosure Documents, the Data Room or the materials provided at or
          in relation to the presentations by the representatives of the ICI
          Group and/or the management of the Business
to, and the related "Q and A" sessions with, the Purchaser.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                    
|27.4 | Financial
    Promotion                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                    
|     | Each
          party acknowledges to each other party, after due and careful consideration,
    that:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                    
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | it is
        not entering into any of the Transaction Documents or the Ancillary Agreements
        in consequence of or in reliance on any unlawful communication (as defined
        in s30(1) Financial Services and Markets Act 2000) made by any other
    party or such other party's professional advisers;
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                    
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | except
        as expressly provided in this Agreement, it is entering into this Agreement
        solely in reliance on its own commercial assessment and investigations
    and advice from its own professional advisers; and                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                    
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | the other
        parties are entering into this Agreement in reliance on the acknowledgements
    given in this sub-clause.                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                    
|27.5 | No
    liability unless statement made fraudulently                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                    
|     | Without
          prejudice to the right of the Purchaser to make a claim in respect
          of the Warranties (including the Repeated Warranties) the Purchaser
          irrevocably waives any right it may have to claim damages and/or rescission
          in respect of any misrepresentation whether oral or in writing or any
          other similar claim howsoever arising whether in tort or otherwise
    unless it establishes fraud on the part of the Warrantor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                    
|28   | NO
    SET-OFF                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                    
|     | Save
          as expressly provided for in this Agreement or the other relevant Transaction
          Document, any payments to be made by any party under this Agreement
          or any other Transaction Document shall be made in full without any
          set-off, restriction, condition or deduction for or on account of any
    counterclaim.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

97

---



Back to Contents

|29.  | CONTINUING
    EFFECT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | Each
          provision of this Agreement shall continue in full force and effect
          after Completion, unless such provision has been fully performed on
    or before Completion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|30.  | INVALIDITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | If
          all or any part of any provision of this Agreement (the"Relevant
          Provision")
          shall be or become illegal, invalid or unenforceable, then the remainder
          of the Relevant Provision and/or all other provisions of this Agreement
          shall remain valid and enforceable, and, in addition, the Relevant
          Provision shall be deemed either: (i) amended to the extent necessary
          to render the Relevant Provision legal, valid and enforceable; or (ii)
          (in the event that such amendment is not permitted under applicable
          law) severed in its entirety from this Agreement, and the rights and
    obligations of the parties shall be construed accordingly.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|31.  | AMENDMENTS,
    VARIATIONS, RELEASES AND WAIVERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|31.1 | Amendments
    to be in writing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | Subject
          only to any deemed amendment to, or severance of, any provision of
          this Agreement pursuant to Clause 30 (Invalidity),
          no amendment or variation of the terms of any Transaction Document
          shall be effective unless it is made or confirmed in a written document
    signed by all of the parties to such document.                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|31.2 | Release
    of rights and liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | Any
    liability of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|31.3 | Waivers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | Any
          release, delay or waiver by any party in favour of another of any (or
          any part of any) of its rights under this Agreement shall only be binding
    if it is given in writing. Any binding release, delay or waiver shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

98

---



Back to Contents

|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | not
        affect any other enforcement of the same right or the enforcement of
    any other right by or against any of the parties.                                                                                                                                                  
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                         
|32.  | ASSIGNMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                         
|32.1 | Permitted
    assignments                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                         
|     | Neither
          the obligations nor the benefits under this Agreement or any of the
          other Transaction Documents (save as expressly provided for by the
    terms of the Transaction Documents) shall be assignable except as follows:                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | the
        Purchaser may, upon giving written notice to Ergon, assign the benefit
        of the Transaction Documents in whole or in part (subject, for the avoidance
        of doubt, to all limitations contained herein including limitations on
    claims under the Warranties):
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (i)                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (ii)                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Ergon
        may assign the benefit of this Agreement in whole or in part to one or
        more members of the ICI Group from time to time subject to a Departure
    from Group Condition by reference to the ICI Group.                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                         
|     | Any
          purported assignment in contravention of this Clause 32.1 shall be
    void.                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                         
|32.2 | No
    increase in liability                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                         
|     | The
          parties hereby agree that where either the Purchaser or Ergon assigns
          the benefit of this Agreement in whole or in part to any other person
          the liabilities of Ergon (and all other members of the ICI Group) or
          the Purchaser (and all other members of the Purchaser's Group), as
          appropriate under this Agreement to the other shall be no greater than
    such liabilities would have been had the assignment not occurred.   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                         
|32.3 | Sales
    to third parties                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                         
|     | Ergon
          (for itself and on behalf of each member of the ICI Group) acknowledges
          and agrees that if the Purchaser or any other member of the Purchaser's
          Group (including the Companies) shall sell, transfer or otherwise dispose
          of any Property (or any part thereof) or any other material part of
          the Business Assets or Company Assets to any third party and such third
    party shall bring any Proceeding in relation thereto (a

99

---



Back to Contents

|     | "Relevant
      Third Party Claim")
      the fact of such sale, transfer or other disposal shall not of itself (but
      subject always to Clause 32.2 (No
      increase in liability)
      and the provisions of Schedule 7 (Provisions
      relating to claims under the Agreement)),
      prevent the Purchaser or such member of the Purchaser's Group from a making
      a Warranty Claim or any other Purchaser's Claim against Ergon or any member
      of the ICI Group or reduce the liability of Ergon or any other member of
      the ICI Group in relation thereto.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|32.4 | Proposed
      assignment to Purchaser Affiliate                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | Subject
      always to Clause 32.1 (Permitted
      assignments),
      the Purchaser may give written notice of its proposal to assign the benefit
      of any Transaction Document in whole or in part to a Purchaser Affiliate,
      in which case Ergon undertakes to meet with the Purchaser and discuss, in
      good faith, the proposed assignment.                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|33.  | NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|33.1 | Notice
      requirements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | All
      notices and other communications relating to this Agreement:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

100

---



Back to Contents

|     |                                                                                                  | (iii) | if sent
      by facsimile, when a complete and legible copy of the communication, whether
      that sent by facsimile or a hard copy sent by post or delivered by hand,
      has been received at the appropriate address, provided that if any communication
      would otherwise become effective on a non-Business Day or after 5.00 p.m.
      on a Business Day, it shall instead become effective at 10 a.m. on the next
      Business Day and if it would otherwise become effective before 9 a.m. on
      a Business Day, it shall instead become effective at 10 a.m. on that Business
      Day.
|---- | ------------------------------------------------------------------------------------------------ | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|33.2 | Initial
      details of parties                                                                
|     |                                                                                                  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | The
      initial details for the purposes of Clause 33.1 (Notice
      requirements)
      are:
|     |                                                                                                 

| | Party:                                                     |  | ERGON
      INVESTMENTS UK LIMITED                      
| | ---------------------------------------------------------- |  | --------------------------------------------------------
| | Address:                                                   |  | 20 Manchester
      Square, London, W1U 3AN             
| | Facsimile
      number:                                    |  | +44 (0)
      20 7798 5834                              
| | Marked
      for the attention of:                         |  | The General
      Counsel                               
| |                                                            |  |                                                         
| | Party:                                                     |  | CELANESE
      AMERICAS CORPORATION                     
| | Address:                                                   |  | Suite
      310, 550 U.S. Highway 202/206, Bedminster NJ
| |                                                            |  | 07921-1590                                              
| | Facsimile
      number:                                    |  | +908 901
      4825                                     
| | Marked
      for the attention of:                         |  | Legal
      Department                                  
| |                                                            |  |                                                         
| | With
      a copy (which shall not constitute service) to:
| |                                                            |  |                                                         
| | Party:                                                     |  | SKADDEN,
      ARPS, SLATE, MEAGHER & FLOM              
| |                                                            |  | (UK) LLP                                                
| | Address:                                                   |  | 40 Bank
      Street, London E14 5DS                    
| | Facsimile
      number:                                    |  | +44 (0)20
      7519 7070                               
| | Marked
      for the attention of:                         |  | Allan
      Murray-Jones                                

|     |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|---- | ----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|33.3 | Agent
      for service
|     |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (a)                     | The
      Purchaser shall at all times maintain an agent for service of process in
      England.                                                                                                                                                                                                                                                                                                                                                           
|     |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (b)                     | The
      Purchaser appoints the Purchaser's Lawyers (such person or its replacement
      appointed in accordance with this Clause 33 the"Agent")
      as its agent for that purpose and that agent has confirmed in writing to
      each of the parties its acceptance of such appointment. The Agent may not
      revoke such appointment, nor may it cease to act as such agent without another
      agent having first been appointed in its place.
|     |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (c)                     | If
      for any reason the Agent ceases to act as such, the Purchaser shall promptly
      appoint another such agent and promptly notify Ergon of the appointment
      and the new agent's name and address. If the Purchaser does not make such
      an appointment within seven (7) Business Days of such cessation, then Ergon
      may do so on its behalf and shall notify the Purchaser if it does so.                                           

101

---



Back to Contents

|34.  | CONTRACTS
      (RIGHTS OF THIRD PARTIES) ACT 1999                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|34.1 | No
      rights except as provided                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | Save
      as provided in Clause 34.2 (Third
      Party Rights),
      the parties do not intend any term of this Agreement to be enforceable pursuant
      to the Third Party Rights Act or confer any rights on any persons other
      than the parties to this Agreement pursuant to any similar legislation or
      law in any relevant jurisdiction.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|34.2 | Third
      Party Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | Subject
      to the provisions of Clause 34.3 (Variation
      and Rescission),
      each of the Permitted Parties (other than the parties) shall have the benefit
      of and may enforce pursuant to the Third Party Rights Act each provision
      of this Agreement which expressly contemplates that Permitted Party receiving
      a benefit or right.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|34.3 | Variation
      and Rescission                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | This
      Agreement may be varied from time to time or rescinded without the consent
      of all or any of the Permitted Parties (other than the parties) and sub-sections
      2.1(a) and (c) of the Third Party Rights Act shall not apply to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|35.  | COUNTERPARTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|35.1 | Any
      number of counterparts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | This
      Agreement may be executed in any number of counterparts, and by the parties
      on separate counterparts, but shall not be effective until all the parties
      have executed at least one counterpart but all the counterparts shall together
      constitute but one and the same instrument.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|35.2 | Each
      counterpart an original                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | Each
      counterpart shall constitute an original of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|36.  | LAW
      AND JURISDICTION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | This
      Agreement and (unless otherwise stipulated in the relevant Transaction Document)
      all the other Transaction Documents shall be governed by and construed in
      accordance with English law. Each party agrees that save as provided pursuant
      to the terms of the relevant Transaction Document, the courts of England
      and Wales are to have exclusive jurisdiction to settle any claim or matter
      arising under this Agreement and all other Transaction Documents (or their
      construction, formation, existence, validity or termination) and each party
      submits to the jurisdiction of the English courts. Nothing in this Clause
      36 shall limit the right of any party to apply to any relevant court of
      competent jurisdiction in any territory outside England and Wales for the
      purpose of enforcement against any other party within such territory of
      an order or judgement of any court in England and Wales in respect of this
      Agreement.

102

---



Back to Contents

|37.                                                                                                                             | ACRYLATE
      SUPPLY FOR THE BUSINESS                                                                                                
|------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                |                                                                                                                                       
|                                                                                                                                | The
      provisions of Schedule 25 (Acrylate
      Supply for the Businesss)
      shall have effect as if set out in this Clause 37.
|                                                                                                                                |                                                                                                                                       
|EXECUTION                                                                                                                      
|                                                                                                                                |                                                                                                                                       
|The
      parties have shown their acceptance of the terms of this Agreement by executing
      it at the end of the Schedules.

103

---



Back to Contents

SCHEDULE
  1 CONDUCT
  OF THE BUSINESS AND THE COMPANIESUNTIL
  COMPLETION





104

---



Back to Contents

SCHEDULE
  2
  PROPERTY MATTERS







105

---



Back to Contents

SCHEDULE 3COMPLETION
  ARRANGEMENTS







106

---



Back to Contents

SCHEDULE
  4
  INTELLECTUAL PROPERTY







107

---



Back to Contents

SCHEDULE
  5
  PENSIONS
  AND RELATED BENEFITS







108

---



Back to Contents

SCHEDULE
  6
  WARRANTIES

In this Schedule
  the following expressions (which are additional to those defined in Clause 1.1
  (Defined
  terms) of
  this Agreement) shall have the meanings assigned to them below:

"Accounting
  Systems"means
  the"Hyperion"and"BPCS"accounting systems used by the ICI Group;

"Business
  IP Contracts"means all Business Contracts for:

|(d) | the
         licensing of, or agreeing to license, or granting an option to obtain
        a
      licence of, Intellectual Property by a third party to any Business Seller
         for use in the Business; or
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                  
|(e) | the
         licensing of, or agreeing to license, or granting an option to obtain
        a
      licence of, Business IP by any Business Seller to a third party,                                              

but excluding
  the Excluded Contracts;

"Company
  IP Contracts"means all Company Contracts for:

|(a) | the
         licensing of Intellectual Property by a third party to either Company;
        or
|--- | ----------------------------------------------------------------------------------------------
|    |                                                                                               
|(b) | the
         licensing of Company IP by either Company to a third party,                      

but excluding
  the Excluded Contracts and, in the case of (a) above, excluding any licenses
  solely of software;

"Encumbrances"means any right to acquire, option, right of pre-emption or conversion, mortgage
  or deed of trust, charge (fixed or floating), pledge, lien, assignment by way
  of security, deposit arrangement, claim, hypothecation, trust or trust arrangement,
  or any agreement to create the same or other similar third party right or interest
  (legal or equitable) in the nature of a security interest however created or
  arising, easements, servitudes, restrictive covenants, or encumbrances affecting
  any real property or portion thereof, any preference, priority or other security
  agreement and the filing of, or agreement to give, any financing statement perfecting
  a security interest under the Uniform Commercial Code or comparable law in Canada;

"Financial
  Data"means
  the financial information and data contained:

|(a) | in
      the document titled "Project Wright Financials: Vinamul Adjusted 3P P&L"
      contained in Disclosure Document 3.1.4;
|--- | -------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                
|(b) | in
      the document titled "Project Wright Financials: Adj 3P Emul P&L" contained
      in Disclosure Document 3.1.5; and    
|    |                                                                                                                                
|(c) | in
      the document titled "Project Wright Financials: 3P Emul P&L" contained
      in Disclosure Document 3.1.6;            

"GAAP"means, in relation to any jurisdiction, generally accepted accounting principles
  and practices in that jurisdiction;

109

---



Back to Contents

|"Geleen
      Company Property"means the Company Property located in the Netherlands as more particularly
      described in Part 4 of Schedule 2 at numbers 3 and 4;                                                                                    
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                                                                         
|"ICI
      Accounts"means the audited worldwide accounts for the ICI Group for each twelve (12)
      month period ended on 31 December;                                                                                                                 
|                                                                                                                                                                                                                                                         
|"IP
      Documents"means the documents referred to in section 11 of the Disclosure Letter and
      the documents listed in sections headed "Contracts", "Information Technology"
      and "Intellectual Property" of the index of Data Room documents;
|                                                                                                                                                                                                                                                         
|"UK
      GAAP"means generally accepted accounting principles and practices in the United
      Kingdom;                                                                                                                                                 
|                                                                                                                                                                                                                                                         
|"U.S.
      Business Properties"means the Woodruff Business Property and the Meredosia Business Property;
      and                                                                                                                                      
|                                                                                                                                                                                                                                                         
|"WARN
      Act"means
      the U.S. federal Worker Adjustment and Retraining Notification Act of 1988,
      as amended, and all the rules and regulations related thereto.                                                                             

Part
  1General
  Warranties (Business and the Companies)

|1.  | ACCOUNTING
      RECORDS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    | The accounting
      books and records of each of the Business Sellers and the other members
      of the ICI Group (in each case in relation to the activities of the Business
      and/or to the extent used in connection with the preparation of the Special
      Purpose Accounts) and the Companies required to be maintained by law in
      any jurisdiction in which any of the Business Sellers or the Companies are
      incorporated and/or the Business is conducted or by Canadian GAAP to the
      extent the Business is carried on in Canada or otherwise by UK GAAP, are
      maintained in all material respects in accordance with such laws and Canadian
      GAAP to the extent the Business is carried on in Canada or otherwise by
      UK GAAP and are to the extent practicable up-to-date.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.  | ACCOUNTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.1 | The accounting
      standards, principles and practices used in the preparation of the Special
      Purpose Accounts comply in all material respects with UK GAAP to the extent
      relevant to the financial information contained in the Special Purpose Accounts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.2 | None of
      the Sellers (in relation to the Business) nor the Companies are engaged
      in any financing or hedging (including the incurring of any borrowing or
      any indebtedness in the nature of acceptances or acceptance credits) of
      a type which would not be required to be shown or reflected in the ICI Accounts,
      the Special Purpose Accounts or otherwise on a balance sheet on the basis
      of the accounting policies and practices used in their preparation (in the
      case of the ICI Accounts or the Special Purpose Accounts) or under applicable
      law, Canadian GAAP or UK GAAP.                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|2.3 | The significant
      accounting policies used in the preparation of the Special Purpose Accounts
      in relation to stock valuation, depreciation, fixed assets, foreign currency
      and research and development, bad and doubtful debts, slow moving and obsolete                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

110

---



Back to Contents

|     | stock and capitalisation of profits (to the extent not expressly set out
      in the Special Purpose Accounts) and the accounting policies used in the
      preparation of the Pro-forma Working Capital Statement are set out at Disclosure
      Documents 3.1.32.1 to 3.1.32.4.                                                                                                                                                                                                                                                                                                                     
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.4  | [NOT
      USED]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.5  | The
      unaudited financial information contained in the Special Purpose Accounts
      has been prepared in good faith with all due care and has been properly
      extracted and compiled from the ICI Group's books and records for each of
      the twelve (12) month periods ended on 31 December 2001, 31 December 2002
      and the Financial Statement Date respectively:                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | and
      on the basis of (a) to (c) fairly present in all material respects the profits
      and losses of the Business for the periods to which they relate.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.6  | The
      Financial Data has been properly extracted from the Accounting Systems without
      any addition, subtraction or amendment and in all respects is the same information
      and data as was used by Imperial Chemical Industries PLC in the preparation
      of the ICI Accounts for the year ended on the Financial Statement Date.                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.7  | The
      Special Purpose Accounts have not (except as disclosed, noted or specifically
      provided for in the Special Purpose Accounts) been affected by any extraordinary,
      exceptional or non-recurring item (as such terms are understood under UK
      GAAP) other than fluctuations in the price of raw materials and energy making
      the profits or losses for the periods covered by the Special Purpose Accounts
      unusually high or low.                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.8  | The
      ageing of the accounts receivable due from the customers of the Business
      as carried on by the Business Sellers and the Companies in the U.S., Canada,
      the UK and the Netherlands (being in each case the amount due according
      to the terms of sale and the number of days overdue) set out in the receivables
      aging report at Disclosure Documents 3.1.34.1 to 3.1.34.3 have been extracted
      from the Accounting Systems and when taken as a whole represents in all
      material respects the age of the receivables of the Business as at 31 March
      2004.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.9  | The
      accounts receivable of the Business Sellers and the Companies due from the
      customers of the Business which were written off during the year ending
      on the Financial Statement Date are set out in the bad debt history report
      disclosed at Disclosure Document 3.1.25.                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.10 | A
      list as at 31 March 2004 of all fixed assets used in the Business and owned
      by the Business Sellers or the Companies with a net book value (as recorded
      in the                                                                                                                                                                                                                                                                                                                                                                                                                       

111

---



Back to Contents

|   | accounting books and records of the Business Sellers or the Companies) in
      excess of three hundred and seventy five thousand U.S. dollars (U.S. $375,000)
      is disclosed at Disclosure Documents 3.1.35.1 and 3.1.35.2 and as at the
      date of this Agreement all such fixed assets continue to be owned by the
      Business Sellers or Companies.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                  
|3. | EVENTS
      SINCE FINANCIAL STATEMENT DATE                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   | Since
      the Financial Statement Date:                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   | (a)                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   | (b)                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   | (c)                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   | (d)                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                  

112


---



Back to Contents

|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | no
      member of the ICI Group (other than the Companies) that has carried on the
      Business or any part thereof at any time, in relation to the Business, or
      Company has made, or agreed to make, capital expenditure exceeding in total
      three hundred and seventy five thousand U.S. dollars (U.S. $375,000) or
      incurred, or agreed to incur, a commitment or connected commitments involving
      capital expenditure exceeding in total three hundred and seventy five thousand
      U.S. dollars (U.S. $375,000);
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | there
      has been no catastrophic loss suffered or damage incurred in respect of
      any major item of Business Plant and Machinery which has resulted in a major
      impairment to the production capacity of the Business in any relevant jurisdiction;                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (h)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | no
      member of the ICI Group (other than the Companies) that has carried on the
      Business or any part thereof since such date, in relation to the Business,
      or Company has incurred, or agreed to create or incur, borrowing or indebtedness
      in the nature of borrowing, other than in the ordinary course of business
      or with a term in excess of one year or agreed to do any of the foregoing.                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.  | RELATIONSHIP
      WITH THE SELLERS AND ICI GROUP                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.1 | At
      and following Completion (except for payments due under the Transaction
      Documents) there will be (i) no outstanding indebtedness or (ii) (other
      than the contractually binding arrangements contemplated by the Transaction
      Documents and Ancillary Agreements) no outstanding contract, commitment
      or contractually binding arrangement between the Companies or any Purchasing
      Company, on the one hand, and any of the following, on the other:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | any
      of the Sellers;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Ergon;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | any
      member of the ICI Group (other than the Companies);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   



113

---



Back to Contents

|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | any director
      of or a member of any entity referred to in (a) to (c) above; or                                                                                                                                                   
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                       
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | any person
      connected with such a member or director,                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                       
|    | other than that which arises from contracts, commitments or contractually
      binding arrangements for the supply of goods and services entered into in
      the ordinary course of trading.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                       
|5.  | ASSETS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                       
|5.1 | Except
      for Stock disposed of in the ordinary course of business or assets acquired
      subject to retention or reservation of title by the supplier or manufacturer
      of such assets, all the Business Assets and Company Assets:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                       
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | are in
      each case legally and beneficially owned by the Business Sellers or the
      Companies free from and clear of all Encumbrances (other than Permitted
      Encumbrances);                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                       
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | are not
      held subject to any finance lease or hire purchase agreement or any contractually
      binding arrangement of a similar nature which would fall to be reported
      as a finance lease in accordance with UK GAAP; and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                       
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | are in
      the possession of or under the control of the Business Sellers or the Companies.                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                       
|5.2 | The
      Business Sellers and the Companies are the only entities carrying on the
      Business as at the date of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                       
|5.3 | Where
      any facilities or services are provided to a Business Seller (in relation
      to the Business) or a Company by a third party (not being a member of the
      ICI Group), no event of default has occurred on the part of the Business
      Sellers or the Companies or, so far as the Warrantor is aware, on the part
      of such third parties or is subsisting or has been alleged in writing, which
      would entitle any such third party to terminate any agreement, licence or
      other contractually binding arrangement in respect of the provision of such
      facilities or services to the Business Sellers or the Companies (as the
      case may be).                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                       
|5.4 | The
      Business Assets and the Company Assets which are being transferred under
      this Agreement together with the rights to be conferred upon or acquired
      by the Purchaser and/or any Purchasing Company and/or the Companies under
      or pursuant to the Transaction Documents or the Ancillary Agreements, taken
      together comprise in all material respects all the assets (tangible or intangible)
      and rights which are necessary for the Purchasing Companies and the Companies
      to carry on the Business as at and immediately following Completion in all
      material respects in the manner it was carried on by the Business Sellers
      and the Companies or any other member of the ICIGroup prior to the date of this Agreement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                       
|5.5 | The
      Business has not manufactured quantities of finished goods which form part
      of the Stock which fail to meet the specification to which they were manufactured
      in such manner as to render them unsaleable in the ordinary course at a
      price not less than the cost of production.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

114

---



Back to Contents

|5.6 | None
          of the Business Sellers nor the Companies have acquired or entered
          into a contract or contractually binding arrangement to acquire any
          material quantities of Stock on contractual terms and/or conditions
          that the title to such Stock does not pass until full payment is made,
          save for Stock subject in the ordinary course of business to reservation
    of title or similar provisions.                               
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.7 | No
          receivables of the Companies or the Business have been factored, sold
          or agreed to be sold by the Business Sellers, any other member of the
    ICI Group or the Companies.                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.  | CONTRACTS,
    COMMITMENTS, ETC.                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.1 | None
          of the Companies or the Business Sellers, nor any other member of the
    ICIGroup is in default
    or, if a notice were given, would be in default in any material respect under
    any Material Contract nor have any of them received written notice of any
    circumstances which give rise to any such default nor, so far as the Warrantor
    is aware, do any circumstances exist which could reasonably be expected to
    give rise to any such default.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.2 | There
    is no Material Contract:                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|6.3 | There
          is no contract, agreement or other contractually binding arrangement
          (and for the purposes of this Warranty "material in the context of
          the Business when taken as a whole" or "a material adverse effect" shall
          mean that there has been an impact on the revenue of the Business of
    at least one million U.S. dollars (U.S. $1,000,000)):                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

115

---



Back to Contents

|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | which
        involves individual expenditure in excess of one million U.S. dollars
        (U.S. $1,000,000) or aggregate expenditure or other liability in any
        twenty-four (24) month period by the relevant Business Seller or Company
    of one million U.S. dollars (U.S. $1,000,000);                                                      
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                           
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | that
        restricts or will, following Completion, restrict the freedom of the
        Companies or any Purchasing Company to engage in any activity or business
        or confine its activity or business to a particular place which restriction
        is material in the context of the Business in the U.S., Canada or Europe
    (as a whole);
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                           
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | under
        which any member of the ICI Group (other than the Companies) acts or
        is to act as sales agent, distributor or franchisee or in any substantially
        similar capacity in any Specified Territory in which the overall sales
        turnover by such sales agent, distributor or franchisee is in excess
        of $250,000;   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                           
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | which
        is an agreement or contractually binding arrangement relating to any
    joint venture or partnership;                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                           
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | which
        is an agreement or contractually binding arrangement relating to any
        consortium or association (other than a bona fide trade association)
        which is material in the context of the Business when taken as a whole;
    and                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                           
|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | which
        is a contract of guarantee or suretyship in support of the obligations
        of a third party not being a member of the ICI Group (excluding for the
    avoidance of doubt any Guarantee).                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                           
|6.4 | No
        written notice of any intention to terminate, rescind, repudiate or avoid
        any Material Contract has been given by any party to a Material Contract
        and, so far as the Warrantor is aware, no grounds exist for the rescission,
        avoidance, termination (other than pursuant to a right to give notice
        of a period of time specified by the terms thereof otherwise than for
    breach) or repudiation of any such Material Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                           
|6.5 | Complete
          and accurate copies of the standard terms and conditions of sale and
          purchase of the Companies and of the Business Sellers (relating to
          the Business) for the purchase and/or sale of goods, services and materials
          in force at the date of this Agreement are disclosed in the Disclosure
    Letter or the Disclosure Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                           
|6.6 | Complete
        and accurate copies of all Material Contracts, the terms of which are
        recorded in a written document signed on behalf of each party to such
        Contract, and, in respect of Material Contracts which are not so recorded,
        an accurate and not misleading written summary setting out: (i) the parties
        to such Contract; (ii) which product(s) or service(s) the Contract relates
        to; (iii) the location at which delivery takes place or services are
        performed; (iv) any binding commitment to purchase or sell minimum quantities
        or volumes of product(s) or service(s) under such Contract (v) any binding
        maximum limits on the quantities or volumes of product(s) or service(s)
        to be purchased or sold under such Contract (vi) any binding term and
        termination provisions (vii) in relation to any such Contract with customers
        of the Business, an indication of which of the categories listed below
        best describes the applicable pricing mechanism under such Contract and
        (viii) unless otherwise disclosed against Warranty 6.2 or 6.3, any other
    binding terms which are unusual or

116

---



Back to Contents

|    | unique
            and which are material are disclosed in the Disclosure Letter or
    the Disclosure Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | For
            the purposes of disclosure against part (vii) of this Warranty 6.6,
    the categories are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Market
              Pricing-
              if prices under the Contract are freely negotiated on an order
    by order, monthly or quarterly basis;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Fixed
            Pricing-
            if prices under the Contract are fixed for a period in excess of
    6 months;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Market
            Pricing with Caps-
            if prices under the Contract are subject to a maximum price for a
    period in excess of 6 months;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | Formula
            Pricing-
            if prices under the Contract move with raw materials or market indicators
    in a formulaic way;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | MFN-
            if the Contract requires that the customer is entitled to enjoy the
            same pricing as the best pricing offered by the Business to another
    customer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.7 | There
        is no agreement or contractually binding arrangement in force to which
        a Business Seller, in relation to the Business or a Company, and a director
        or former director of any member of the ICI Group (or so far as the Warrantor
        is aware a person connected with any of them (other than a member of
    the ICI Group)) is a party.                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.8 | Except
        for a guarantee or warranty implied by law or contained in any standard
        terms of business of the Business, no Business Seller in connection with
        the operation of the Business nor either of the Companies has in the
        two (2) years immediately preceding the date of this Agreement given
        a guarantee or warranty or made a representation or accepted an obligation
        in respect of goods supplied or agreed to be supplied by it which would
        require a payment to be made which would be regarded as unusual or excessive
        in light of guarantees or warranties ordinarily given or obligations
    ordinarily accepted in the industry.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6.9 | Since
    31 December 2001:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | 
| | (a) | there
        have been no decisions which have been communicated in writing to the
        Warrantor (and, so far as the Warrantor is aware, there have been no
        other decisions) by any governmental authority stating that any product
        of the Companies or, in relation to the Business, the Business Sellers
        is unsafe or fails to meet any standards promulgated by such governmental
    authority; and                                                                                                                                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
| | (b) | there
        have been no mandatory or voluntary product recalls with respect to any
        products of the Companies or, in relation to the Business, the Business
        Sellers within the three (3) years immediately preceding the date of
        this Agreement and, so far as the Warrantor is aware, there is no fact
        relating to any product of the Companies or, in relation to the Business,
        the Business Sellers that would impose a duty on the Companies or, in
        relation to the Business, the Business Sellers to recall any product
    line from all of its customers.

117

---



Back to Contents

|6.10 | All
          claims for return or disposal or rectification of non performing products
          within the three (3) years immediately preceding the date of this Agreement
          relating to the Companies or, in relation to the Business, the Business
          Sellers involving amounts in excess of one million U.S. dollars (U.S.
          $1,000,000) in any year that have occurred, and for which written notice
          has been received by the Companies, the Business Sellers or any other
    member of the ICI Group are listed in Paragraph 6.10 of Part B(Specific
    Disclosures)
    of the Disclosure Letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.   | CUSTOMERS
    AND SUPPLIERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.1  | A
    complete and accurate list of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | is
            annexed to the Disclosure Letter at Disclosure Documents 3.1.37 and
    3.1.38 respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.2  | The
        Business has not been materially and adversely affected by the loss,
        since the Financial Statement Date, of any Substantial Customer or Substantial
        Supplier whether as a result of dissatisfaction with the performance
        or delivery of products supplied or the quality of service provided by
    the Business or otherwise.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.3  | No
        Substantial Customer has since 31 March 2004 ceased to do business with
        the Business, the Companies or any Business Seller (in relation to the
        Business) or has since that date materially reduced or given written
        notice (or any other form of notice provided that the person giving such
        notice had authority to give such notice or such notice was otherwise
        legally effective pursuant to the terms of any Contract or other terms
        of business with the relevant Substantial Customer) to the relevant Business
        Seller or Company that it will or may materially reduce its purchases
        from the Business, the Companies or any Business Seller (in relation
        to the Business) or otherwise materially changed the terms on which it
        does business with the Business, the Companies or any Business Seller
        (in relation to the Business) which would have a material adverse effect
        (which expression shall, for the purposes of this Warranty have the meaning
        given to that expression in warranty 6.3) and the Warrantor is not aware
    of any intention of any Substantial Customer to so cease to do business,
        reduce
its purchases or so change its terms.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|7.4  | No
          Substantial Supplier has since 31 March 2004 ceased to do business
          with the Business, the Companies or any Business Seller (in relation
          to the Business) or has since that date substantially reduced or given
          written notice (or any other form of notice provided that the person
          giving such notice had authority to give such notice or such notice
          was otherwise legally effective pursuant to the terms of any Contract
          or other terms of business with the relevant Substantial Supplier)
          to the relevant Business Seller or Company that it will or may substantially
          reduce its supplies to the Business, the Companies or any Business
    Seller (in relation to the Business) or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

118

---



Back to Contents

|    | otherwise
            materially changed the terms on which it does business with the Business,
            the Companies or any Business Seller (in relation to the Business)
            which would have a material adverse effect (which expression shall,
            for the purposes of this Warranty have the meaning given to that
            expression in warranty 6.3) and the Warrantor is not aware of any
            intention of any Substantial Customer to so cease to do business,
    reduce its supplies or so change its terms.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.  | EFFECT
    OF SALE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|8.1 | Neither
          the execution nor performance of this Agreement, any Transaction Document
          or any Ancillary Agreement or any other document to be executed at
          or before Completion pursuant to any of the foregoing documents will
    of itself or as a result of the transactions contemplated thereby:                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9.  | EMPLOYEES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|9.1 | Except
          to the extent otherwise prohibited by applicable data protection legislation,
          the Disclosure Letter either summarises the following details or identifies
          documents made available to the Purchaser which contain such details
    in relation to the Employees as of the date of this Agreement:                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

119

---



Back to Contents

|    |                                                                                                                                                                                                                                                                                                                                                                                                                 | Canadian
        Employees, European Employees and Company Employees pursuant to Paragraphs
        1.2(a), 2.3(a), 3.3(a) and 4.2(a) of Part 1 to Schedule 19), except as
    otherwise disclosed against Paragraph 13.1 to this Schedule 6;                                                                                                                                                                                                                                                                                                                                                                       
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                             | any severance plans, programmes or benefits provided by or for the benefit of the Companies or the Business to the Employees together with particulars of the formulae for computing benefits payable under such plans, programmes or benefits (and the circumstances in which benefits are payable) including those which become payable by virtue of Paragraphs 1.3(a), 2.3(b), 3.3(b) and 4.2(b) of Part 1 to Schedule 19, except as otherwise disclosed against Paragraph 13.1 to this Schedule 6 and except as required by general law in each jurisdiction in which the Companies or the Businesses are based;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                             | particulars of any collective agreement or other contractually binding arrangement with any trade unions, labour organisations, staff associations, and/or any other representative bodies and elected representatives of such Employees;                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (g)                                                                                                                                                                                                                                                                                                                                                                                                             | particulars of disciplinary or grievance procedures and any procedures to be followed in the case of redundancy or dismissal;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (h)                                                                                                                                                                                                                                                                                                                                                                                                             | any material oral promise binding on the Purchaser or the Companies under applicable law after Completion and not contained in any document;                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (i)                                                                                                                                                                                                                                                                                                                                                                                                             | employment termination notice entitlements of any Employee in excess of the greater of one month and any statutory notice period; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (j)                                                                                                                                                                                                                                                                                                                                                                                                             | dates of commencement of employment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9.2 | The
      Employees and the temporary workers disclosed against Paragraph 9.19 to
      this Schedule 6 constitute all those persons who were engaged or employed
      by the Sellers and any other members of the ICI Group who are necessary
      to carry on the Business and the business of the Companies in the manner
    such Business and businesses were carried out at the date of this Agreement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                
|9.3 | The
      only employees employed by the UK Company as at the date of this Agreement,
    save for the UK Retained Employees, are the UK Employees. None of the UKEmployees
    work wholly or mainly in the business which is to be carried on by Nebraska
    Limited after
    the Reorganisation.                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                
|9.4 | The
    UK Retained Employees will not at Completion be employed by the UKCompany.                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                
|9.5 | The
      only employees employed within the European Economic Area who spend 50%
      (or, in the case of Belgium, 40%) or more of their time working within
      the Business, save for the UK Employees, the Dutch Employees and the Seconded
      U.S. Employees, are the European Employees. The European Employees are
    not employed by the Companies.                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                
|9.6 | No
      Employee has, at the date of this Agreement, given or received notice terminating
      his employment and no Employee (other than an Employee who is entitled
    to give                                                                                                                                                                                                                            

120

---



Back to Contents

|     | notice
          for any reason) is entitled to give such notice as a result of the
    entering into or implementation of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.7  | During
        the ninety (90) days preceding the date of this Agreement, fewer than
        fifty former employees of the U.S. Business or U.S. Employees (including,
        for this purpose only, any person who ceased to be such an employee during
        such period as a result
of lay-off) experienced an "employment loss" as such term is defined under the
WARNAct.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.8  | There
        are no share schemes, (whether contractual or discretionary) applicable
        to any Employee nor has any proposal been announced to establish any
    such scheme.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.9  | Job
        titles, locations, and expected date of return of all Employees who have
        been absent from work since 1 July 2004 in excess of twenty (20) days
        have been disclosed in the Disclosure Letter for the following classes
        of absentee (identifying into which class each absentee falls subject
        to any applicable data protection or privacy legislation): those on maternity
        leave, unpaid leave, long-term sickness, military leave or otherwise
    (except for those absent on paid vacation time).                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.10 | No
        Employee is receiving any permanent disability benefit (whether state
        paid or paid by an insurance company) and, so far as the Warrantor is
        aware and subject to any data protection or privacy or confidentiality
        obligations under applicable law of the Companies or the Business or
        the Warrantors, no Employee has during the six months prior to Completion
        made a claim for benefits under any permanent health insurance scheme
        or had such a claim refused by the relevant member of the ICI Group or
    the relevant insurance company.                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.11 | Each
        of the Business Sellers and Companies is in compliance, in all material
        respects, with (i) all the agreements (including any collective bargaining
        agreement or employment agreement between the Employees and the Companies)
        with or for the benefit of the Employees which would be binding upon
        the Purchaser or the Companies after Completion; and (ii) all requirements
        of law respecting employment and employment practices, labour relations,
        discrimination, terms and conditions of employment, wages, hours of work,
        labour standards, pay equity and employee benefit plans (other than pension
        or retirement plans), in either case where non-compliance would have
        a material adverse effect upon either the Business (of either North America
        or Europe respectively), Business Properties or of either Company immediately
    following Completion.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.12 | Details
          of all equal opportunity and affirmative action policies and procedures
          and pay equity plans relating to the Employees have been disclosed
    in the Disclosure Letter.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|9.13 | There
        is no material litigation, grievance, arbitration, complaint, charge,
        claim or other dispute or proceeding existing, or, so far as the Warrantor
        is aware, pending or threatened between the relevant Business Seller
        or Company and any Employee, applicant for employment or any former employee
        whose employment terminated on or after 1 January 2004 of the Business
        or the Companies or between the relevant Business Seller or Company and
        any trade union, labour organisation, staff association, works council
        or any other employee representative of any Employee or any former employee
    whose employment terminated on or after 1 January 2004.                                                                                                                                                                                                                            

121

---



Back to Contents

|9.14 | No
        notice has been received from any federal, provincial, state, local or
        foreign agency or similar authority in any jurisdiction responsible for
        the enforcement of labour or employment laws that it is conducting or
        intends to conduct an investigation or to bring, pursue or prosecute
        an action or claim or charge with respect to the Employees and, so far
        as the Warrantor is aware, no such investigation, action, claim or charge
    is in progress.                                                                                                                                                                                                                                                                          
|---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.15 | There
        is no labour strike, slowdown, work stoppage, work to rule, industrial
        action (official or unofficial) or lockout existing, or, so far as the
        Warrantor is aware, pending or threatened against or materially affecting
        the Business, the Business Properties, Business Sellers (in relation
        to the Business) or Companies which (with respect to North America or
        Europe, respectively) would reasonably be expected to have a material
        adverse effect upon the financial position of the Business, the Business
        Properties the Business Sellers (in relation to the Business) or Companies
        and during the two (2) years immediately preceding the date of this Agreement
    there has been no such action.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.16 | So
        far as Warrantor is aware, there are no current union organising campaigns
        or activities among the Employees, nor is there any dispute concerning
    representation of such Employees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.17 | There
        are no outstanding obligations to reinstate, re-engage, pay compensation
        to or comply with any award, judgment, recommendation, order or declaration
        of any court, agency, arbitrator, tribunal or governmental or other regulatory
        authority in respect of any Employee or former employee of the Business
        or the Companies which would be outstanding obligations which would reasonably
        be expected to result in any material liability for the Purchaser or
    the Companies after Completion.                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.18 | No
        offer of employment is outstanding which has been made by a Business
        Seller (in relation to the Business) or any other member of the ICI Group
        (in relation to the Business) or the Companies to any person pursuant
        to which such person is entitled to total remuneration in excess of seventy
    five thousand U.S. dollars (U.S. $75,000) per annum.                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.19 | There
        are no apprentices or trainees and no written consultancy agreements
        or contractually binding arrangements which are currently in effect with
        any person nor any contract for services to be provided to the Companies
        by any individual as a subcontractor, outworker or otherwise and neither
        of the Companies are a party to any service agreements with any of their
    directors.                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.20 | Subject
        to any rights of reinstatement under the law, all contracts of employment
        between a Business Seller or any member of the ICI Group in relation
        to the Business or the Companies and their directors, employees and officers
        respectively are terminable without compensation except for contractual
        notice, compensation in the normal course of business or under applicable
    law.                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.21 | The
        aggregate amount of base pay payable to Employees has not increased by
        more than seven and a half per cent (7.5%) within the twelve (12) months
        immediately preceding the date of this Agreement nor have the Companies
        or the Business Sellers (in respect of the Business) increased or offered
    to increase the base pay of, or altered                                                                                                                                                                                                                                                                                                                                                                                                          

122

---



Back to Contents

|     | any
          of the terms and conditions of any Employees so as to increase the
          aggregate level of remuneration by more than seven and a half per cent
    (7.5%).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.22 | The
        Companies have not within the period of twelve (12) months immediately
        preceding the date of this Agreement given notice of any redundancies
        to the Secretary of State (in the UK) or the Centre of Work and Income
        (in the Netherlands) or started consultations with any appropriate representative
        under the provisions of Part IV of the Trade Union and Labour Relations
        (Consolidation) Act 1992 or the applicable collective labour agreement
        in the Netherlands, nor have the Companies failed to comply with such
    obligation under that Part or any such agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.23 | The
        Business Sellers and Companies have in relation to each of the Employees
        of the Business Sellers and Companies maintained personnel records as
        required by applicable law which are now up to date and complete in all
    material respects.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.24 | During
        the period of six years prior to the date of this Agreement no Employee
        or former employee of the UK Company has had his contract of employment
        transferred to the UK Company from another employer in circumstances
        where the Transfer of Undertakings (Protection of Employment) Regulations
    1981 applied to the transfer of that contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|9.25 | In
        relation to the Dutch Company and the employees of the Dutch Company,
        a Works Council is in place and during the three (3) years immediately
        preceding the date of this Agreement there have been no material disputes
        with the Works Council or any court proceedings between the Dutch Company
        and the Works Council over
that period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.  | LITIGATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.1 | No
        member of the ICI Group (including, for the avoidance of doubt, the Companies)
        is, or has during the three (3) years immediately preceding the date
        of this Agreement been, a party to any litigation, administrative, arbitration
        or other proceedings in any jurisdiction (in the case of any member of
        the ICI Group other than the Companies, in relation to the Business)
        which (a) would or would reasonably be expected to involve a liability
        (including actual or expected legal costs and expenses) for the Companies
        or any other member of the Purchaser's Group in excess of five hundred
        thousand U.S. dollars (U.S. $500,000); or (b) would or would reasonably
        be expected to have a material adverse effect on the financial position
        of the Business and no written notice of such proceedings has been received
        by any member of the ICI Group nor, so far as the Warrantor is aware,
        are any such proceedings pending or threatened either by or against any
    of them.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.2 | There
        is no outstanding judgment, order, injunction, decree, arbitral award
        or decision of a court, tribunal, arbitrator or governmental agency in
        any jurisdiction against the Companies or any Business Seller in relation
        to the Business in excess of five hundred thousand U.S. dollars (U.S.
        $500,000) and, so far as the Warrantor is aware, no matter exists which
        might give rise to a civil, criminal, arbitration, administrative or
        other proceeding in any jurisdiction involving either Company or involving
        or relating to the Business, or the Business Assets or the Company Assets
        which (a) would reasonably be expected to involve liability (including
        actual or expected legal costs and expenses) for the Companies or any
    other member of the Purchaser's Group in                                                                                                                                                                                                                          

123

---



Back to Contents

|     | excess
          of five hundred thousand U.S. dollars (U.S. $500,000; or (b) would
          reasonably be expected to have a material adverse effect on the financial
    position of the Business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.3 | In
        the five (5) years immediately preceding the date of this Agreement none
        of the Companies, the Business Sellers nor any other member of the ICI
        Group has, so far as the Warrantor is aware, been subject to any governmental,
        regulatory or official investigation concerning the Business, the Companies
        or the Business Assets and so far as the Warrantor is aware, no such
        governmental, regulatory or official investigation is in progress, pending
        or threatened and, so far as the Warrantor is aware, no matter exists
        which would or would reasonably be expected to give rise to any such
    investigation.                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|10.4 | So
        far as the Warrantor is aware, no request for any information from any
        court or governmental or regulatory authority (including any national
        or international competition authority) under any anti-trust or similar
        legislation has been received by the Companies or, in relation to the
        Business, any other member of the ICI Group in the five (5) years immediately
    preceding the date of this Agreement.                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|11.  | INTELLECTUAL
    PROPERTY AND INFORMATION TECHNOLOGY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|11.1 | Details
          of all registrations and applications for registration or grant which
          are comprised in the Business IP and in the Company IP are disclosed
          in the Disclosure Letter or the IP Documents. The Purchaser has been
          (a) offered access by the Business Sellers to true and complete originals
          or copies of Nebraska's internal files relating to the Business IP
          and the Company IP and (b) provided with true and complete copies of
          Nebraska's internal file relating to the opposition by Rockwool International
    A/S against EP No. 0 888 402. The Disclosure Letter or the IPDocuments identifies
    each material unregistered trade mark, service mark or trade name that is
    part of the Business IP and the Company IP.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|11.2 | All
        renewal and other fees in respect of all Company IP and Business IP due
        up to the date of this Agreement have been paid or will be paid before
    the relevant deadline.The Company IP and
    Business IP are not subject to any renewal or other fees or other actions
    in patent offices or IP registries falling due within ninety (90) days after
    the Completion Date.                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|11.3 | No
        member of the ICI Group has agreed to assign any of the Business IP to
        any person other than the Business Sellers and no Company has agreed
    to assign any of the Company IP to any other person.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|11.4 | No
        member of the ICI Group has received any written notice alleging that
        the Business may be subject to a claim pursuant to ss40 and 41 Patents
        Act 1977 or any analogous legislation in any other jurisdiction in which
    the Business operates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|11.5 | No
        person has notified any member of the ICI Group in the three (3) years
        immediately preceding the date of this Agreement in writing of any allegation
        that any pending or registered patent or trade mark comprised in the
        Business IP or the Company IP is or may be invalid. Other than trade
        mark registrations and applications outside the Specified Territories,
        each item of registered Business IP and Company IP is, so far as the
    Warrantor is aware, valid, subsisting and in full force and effect.                                                                                                                                                                                                                                            

124

---



Back to Contents

|11.6  | No
      member of the ICI Group has in the three (3) years immediately preceding
      the date of this Agreement received written notice of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.7  | So
      far as the Warrantor is aware, no third party is infringing any of the Business
      IP or the Company IP such that the same will have a material impact on the
      Business. No member of the ICI Group has sent written notice in the three
      (3) years immediately preceding the date of this Agreement stating that
      any person has, or may be, infringing any Business IP or Company IP.                                                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.8  | Copies
      or details of all material Business IP Contracts and Company IP Contracts
      have been disclosed in the Disclosure Letter or the IP Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.9  | So
        far as the Warrantor is aware, no member of the ICI Group is in default
        in any material respect under any Business IP Contract or Company IP Contract
        which constitutes a Material Contract, nor has any of them received written
        notice of any circumstances likely to give rise to any such default.                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.10 | Copies
      of the IT security and disaster recovery policies which relate to the Business
      have been disclosed in the Disclosure Letter or the IP Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.11 | No
        written notice has been served on any member of the ICI Group in relation
        to the Business alleging that it has failed to comply with any requirement
        of the Data Protection Act 1998 or any analogous legislation relating
        to the protection of data in any jurisdiction in which the Business processes
        or stores data.                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.12 | A
      copy of the notification under the Data Protection Act 1998 or any analogous
      legislation in the United States, Canada or the Netherlands relating to
      the Business and a copy of the Business' policy relating to such legislation
      have been disclosed in the Disclosure Letter or the IP Documents.                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.13 | The
      Business Sellers and the Companies are the current sole and exclusive owners
      of the Business IP and Company IP, and (a) the Business IP is held by its
      owners free and clear of all Encumbrances, licences, and other similar rights
      such as options to obtain licences (other than the Business IP Contracts
      and other than Permitted Encumbrances) and (b) the Company IP is held free
      and clear of all Encumbrances, licences, and other similar rights such as
      options to obtain licences (other than the Company IP Contracts and other
      than Permitted Encumbrances).
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|11.14 | Those
      members of the ICI Group which will be parties to the IP Licence have the
      right to grant the licences in and to the Intellectual Property contemplated
      to be licensed to the Purchaser and the Purchaser's Group under the IP Licence.                                                                                                                                                                                                                                                                                                                                                                

125

---



Back to Contents

|11.15 | No member
      of the ICI Group has entered into any agreement under which any Business
      IP or Company IP is subject to a requirement to license to any third party,
      or any agreement with standards bodies or similar industry standards setting
      organisations which would oblige such member to grant licenses of such Intellectual
      Property to third parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.16 | Taken
      together, (a) the Business IP, (b) the Company IP, (c) the Intellectual
      Property licensed to the Purchaser under the IP Licence, under this Agreement,
      under the Ancillary Agreements, or under the contracts comprised in the
      Business Assets and (d) the rights to be conferred upon or acquired by the
      Purchaser and/or any Purchasing Company and/or the Companies under the Transaction
      Documents and the Ancillary Agreements, comprise all Intellectual Property,
      other than the Excluded IP, owned by, proprietary to, or licensed-in for
      use by any member of the ICI Group or the Companies which any of them have
      used in or held for use in the conduct of the Business, other than for the
      purpose of toll manufacturing for other members of the ICI Group, in the
      same manner in which it has been carried on by the Business Sellers and
      the Companies as at the date of this Agreement.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.17 | The Companies
      and the Business have not funded any "Strategic Research Fund" projects
      or "Business Link Projects" except for those projects named in the IP
      Licence,
      and do not use any Intellectual Property arising out of any "Strategic Research
      Fund" projects or "Business Link Projects", except for that assigned to
      it pursuant to this Agreement or licensed to it under the IP Licence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.18 | None of
      the sales of the Vinamul Divisions or Companies reflected in the Special
      Purpose Accounts include any sales of products (whether directly or via
      another ICI Group
      Member) to persons who are not members of the ICI Group that (a) fall within
      the definition of "Exclusive RFU Emulsion Applications" as set out in the
      IP Licence, (b) use the VINYL-DEX trademark (or any mark confusingly similar
      thereto), or (c) are of any wood adhesives technology.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.19 | So far
      as the Warrantor is aware, no item of the Business IP or the Company IP
      is subject to any outstanding order, settlement or coexistence agreement,
      writ, judgment, injunction, decree, nor any legally binding stipulation,
      ruling, determination or award.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.20 | So far
      as the Warrantor is aware, no current or former officer, employee or independent
      contractor of a member of the ICI Group owns or is claiming an interest
      in any of the Business IP or the Company IP.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.21 | The Business
      Sellers have taken commercially reasonable steps (in the context of the
      relevant business sector and the needs of the Business) to protect the confidentiality
      of trade secrets comprised in the Business IP and the Company IP (including
      measures to protect secrecy and confidentiality).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.22 | All employees
      of each member of the ICI Group who have had access to confidential or proprietary
      information relating to the Business have a legal obligation of confidentiality
      to a member of the ICI Group with respect to such information.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11.23 | Completion
      of the transactions contemplated by this Agreement will not:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

126

---



Back to Contents

|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | violate
      or result in the material breach, material modification, cancellation, termination
      (other than pursuant to a right to give notice of a period of time specified
      by the terms thereof otherwise than for breach), suspension of, or material
      acceleration of any payments with respect to, or material change in the
      rights to use Intellectual Property under, the Business IP Contracts or
      the Company IP Contracts;
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | cause
      source code with respect to any Company IP or Business IP that is currently
      held in escrow to be released from such escrow;                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | cause
      any member of the Purchaser's Group to become obligated under the terms
      of any such Contracts to (i) pay royalties at a higher rate than the rate
      at which such royalties are payable by the ICI Group, or (ii) pay any other
      material amounts to any third party in excess of those payable by the ICI
      Group, prior to the date of this Agreement; or                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | cause
      any Company IP to become subject to any Encumbrances, licences and other
      similar rights such as options to obtain licences, other than the Company
      IP Contracts and Permitted Encumbrances.                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|11.24 | Details
      of all oppositions against and all re-examinations, reissues, interferences
      and similar proceedings involving the Business IP, and which are currently
      under way have been disclosed in the Disclosure Letter or the IP Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|12.   | PERMITS
      AND COMPLIANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|12.1  | A
      complete and accurate list of all material Permits required for the carrying
      on of the Business and/or the use, occupation, maintenance and/or ownership
      of the Properties as carried on at the date of this Agreement by Ergon,
      the Companies, the Business Sellers or any other member of the ICI Group
      (each a"Material
      Business Permit")
      is annexed to the Disclosure Letter at Disclosure Document 11.4.5. All Material
      Business Permits have been obtained and are in full force and effect. No
      member of the ICI Group has received written notice of any proceedings that
      would or would reasonably be expected to result in any Material Business
      Permit being suspended, revoked, terminated or cancelled or becoming invalid
      and, so far as the Warrantor is aware, there are no pending or threatened
      proceedings or any other actions which would or would reasonably be expected
      to result in the cancellation, revocation, termination or suspension of
      any Material Business Permit.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|12.2  | Neither
      the execution nor performance of this Agreement, any Transaction Document
      or any Ancillary Agreement will of itself or taken together:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | result
      in the cancellation, revocation, termination or suspension of any Material
      Business Permit by virtue of its terms of grant;                                                                                                                                                                                                                                                                                                                   
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | so
      far as the Warrantor is aware, result in the cancellation, revocation, termination
      or suspension of any Material Business Permit.                                                                                                                                                                                                                                                                                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|12.3  | No
      member of the ICI Group is in material default under, or has committed any
      material violation of, any Material Business Permit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

127

---



Back to Contents

|12.4 | None
      of the Companies, the Business Sellers or any other member of the ICI Group
      is or has at any time been in violation of, or in default with respect to,
      any statute, regulation, order, decree, administrative requirement or judgement
      of any court or any governmental agency in any jurisdiction which violation
      or default would or would reasonably be expected to have a material adverse
      effect upon the financial position of the Business, or the Properties, in
      any jurisdiction or the Companies.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.  | PENSIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.1 | The
      Disclosure Letter includes a list of each Retirement Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.2 | The
      Warrantor has made available the following documents to the Purchaser:                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | (g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     | This
      Warranty 13.2 shall only apply to a Retirement Plan of which ten (10) or
      more Employees are members. In the case of any other Retirement Plan, a
      summary of the benefits which that Retirement Plan will provide for any
      Employees has been made available to the Purchaser.                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|13.3 | The
      Retirement Plans comply, and have been administered in form and in operation
      in all material respects in accordance with, their terms and with all applicable
      requirements of law where the failure to so administer a Retirement Plan
      (other than an Assumed U.S. Benefit Plan) would become a liability (or,
      in the case of a Retirement Plan that is an Assumed U.S. Benefit Plan, a
      material liability) of the                                                                                                

128

---



Back to Contents

|     | Purchaser
      or the Purchaser's Group. There are no "prohibited transactions" (as described
      in section 406 of ERISA or section 4975 of the Code) that have not been
      corrected with respect to (i) any Assumed U.S. Benefit Plan or (ii) a U.S.
      Employee or Former U.S. Union Employee under any other U.S. Retirement Plan.
      Any excise taxes or civil penalties imposed by ERISA section 406 or Code
      section 4975 with respect to any prohibited transactions described in the
      preceding sentence have been timely paid. With respect to the Union Welfare
      Plan, the provisions of section 4980B(f) of the Code and Sections 601-609
      of ERISA have been complied with in all material respects.                                                                                                                                                                                                                                                                                                                                     
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.4 | The material
      particulars of the Retirement Plans disclosed in the Disclosure Letter are
      sufficient to enable the Purchaser to identify the material benefits provided
      for or in respect of each Employee and Former U.S. Union Employee covered
      under such Retirement Plan (including any discretionary practices and/or
      augmentations).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.5 | No U.S.
      Retirement Plan subject to the minimum funding requirements of Section 412
      of the Code or Section 302 of ERISA has incurred any "accumulated funding
      deficiency" (as defined in Section 412 of the Code or Section 302 of ERISA),
      whether or not waived, as of the last day of the most recent plan year of
      such U.S. Retirement Plan. Except as otherwise provided in Schedule 5 (Pensions
      and Related Benefits). No member of the ICI Group has incurred (and no member
      of the ICI Group reasonably expects to incur) any liability under Title
      IV of ERISA that would become a liability of the Purchaser or the Purchaser
      Group after the Completion. No action by the Pension Benefit Guaranty Corporation
      is pending nor, so far as the Warrantor is aware, threatened to terminate
      a defined benefit plan of the ICI Group.                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.6 | Each U.S.
      Retirement Plan intended to be "qualified" within the meaning of Section
      401(a) of the Code has received a favourable determination letter from the
      United States Internal Revenue Service as to its qualification and, so far
      as the Warrantor is aware, no event has occurred that is likely to result
      in disqualification of such U.S. Retirement Plan. No U.S. Retirement Plan
      is a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3)
      of ERISA).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.7 | There
      are no pending nor, so far as the Warrantor is aware, threatened claims
      in relation to any of the Retirement Plans, by any Employee or former employees
      of the Companies or other members of the ICI Group (other than routine claims
      for benefits) which would become a liability of Purchaser or a member of
      the Purchaser Group after the Completion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|13.8 | Except
      as required by applicable law, no member of the ICI Group has any formal
      plan or commitment, whether contractually binding or not, to create any
      new Retirement Plan or contractually-binding retirement programme, arrangement
      or plan in respect of any Employee, or Former U.S. Union Employee for whom
      the Purchaser or any member of the Purchaser's Group will be required to
      provide benefits after Completion or to modify or change any existing Retirement
      Plan in a way that would increase the benefits of any Employee or Former
      U.S. Union Employee for whom the Purchaser or any member of the Purchaser's
      Group will be required to provide benefits after Completion. No promises
      or commitments that would be binding on Purchaser or the Purchaser's Group
      have been made by any member of the ICI Group to amend any Retirement Plan
      after the date of this Agreement so as to provide increased benefits thereunder
      or to establish any new retirement plan that would result

129

---



Back to Contents

|      | in
         an increase in benefits for Employees or Former U.S. Union Employees,
        except
      as required by applicable laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.9  | No
      member of the ICI Group is a party to any binding agreement with the United
      States Pension Benefit Guaranty Corporation, the United States Internal
      Revenue Service, the United States Department of Labor or the United States
      Centers for Medicare and Medicaid Services which (a) is in respect of the
      U.S. Employees or any former employees of the U.S. Business for whom the
      Purchaser or other member of the Purchaser Group will be required to provide
      benefits after Completion and (b) would be binding upon Purchaser or other
      member of the Purchaser Group after the Completion.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.10 | With
      respect to each Non-U.S. Retirement Plan:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.11 | Neither
      of the Companies has provided or agreed to provide any pension or retirement
      benefits (including ex gratia benefits or any similar payment) other than
      as disclosed against Warranty 13.2.                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.12 | No
      member of the ICI Group contributes or is required to contribute to any
      multi-employer pension plan in respect of the Canadian Employees (other
      than the Canadian Group RRSP).                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.13 | All
      U.S. Non-Union Employees are eligible for post retirement medical, dental
      and prescription drug benefits under the ICI PRB Plan upon satisfying the
      age and service criteria set out in the ICI PRB Plan.                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.14 | No
      binding representations or with respect to participation, eligibility for
      benefits, vesting, benefit accrual or coverage under any Assumed Benefit
      Plan or the Spin-Off DB Plan have been made to any Employees or Former U.S.
      Union Employees which are not in accordance with the terms of such plans
      and which would require the Purchaser, under applicable law, to provide
      benefits at a level greater than that required under the terms of such plan.                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|13.15 | So
      far as Warrantor is aware, no person currently engaged by the U.S. Business
      Seller or other member of the ICI Group as an independent contractor, third
      party contract laborer, temporary or "leased employee" (collectively "Temporary
      Employees") is improperly excluded from participation in the Assumed Benefit
      Plans. Further, no Temporary Employees will participate in the Spin-Off
      DB Plan during the period that a member of the ICI Group is the sponsor
      of the Spin-Off DB Plan. So                                                                                                    

130

---



Back to Contents

|      | far
      as Warrantor is aware, no member of the ICI Group has used the services
      of a Temporary Employee in respect of the U.S. Business to any extent that
      would reasonably be expected to result in the disqualification of any Assumed
      Benefit Plan, intended to be qualified under Code section 401(a), or the
      Spin-off DB Plan or the imposition of material penalties or excise taxes
      with respect to the Assumed Benefit Plans or the Spin-Off DB Plan by the
      Internal Revenue Service, Department of Labor, or the Pension Benefit Guaranty
      Corporation.                                                                                                       
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|13.16 | From
      the date the applicable scheme was established through the date of this
      Agreement, the UK Company has not participated in any occupational pension
      scheme other than the ICI Scheme and the Dutch Company has not participated
      in any occupational pension or early retirement scheme other than the Noblesse
      Pension Scheme.                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|13.17 | The
      Noblesse Pension Scheme Rules comply, and have been administered in form
      and operation in all material respects in accordance with all applicable
      requirements of law with respect to discrimination or inequality in the
      provision of any Relevant Benefit (as defined in Part 4 of Schedule 5 (Pensions
      and Related Benefits) on the grounds of sex, sexual orientation, race or
      religion, where the failure to so administer the Noblesse Scheme would become
      a material liability of the Purchaser or the Purchaser's Group at Completion.                                                                                                                      
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|13.18 | Except
      as set forth in the Disclosure Letter or as otherwise contemplated by this
      Agreement, the consummation of the transactions contemplated by this Agreement
      will not (in and of itself or in conjunction with any other event that is
      expressly conditioned on such consummation) (i) entitle the Transferred
      U.S. Employee to any severance payment from a member of the ICI Group that
      would become a liability of the Purchaser or the Purchaser Group (ii) or
      accelerate the time of payment to, vesting of or increase the amount of
      any benefit paid to a Transferred U.S. Employee or Former U.S. Union Employee
      under any Assumed Benefit Plan.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|13.19 | During
      the period of six years prior to the date of this Agreement no Employee
      or former employee of the UK Company has had his contract of employment
      transferred to the UK Company from another employer in circumstances where
      the Transfer of Undertakings (Protection of Employment) Regulations 1981
      applied to the transfer of that contract.                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|13.20 | For
      purposes of this Paragraph 13, the following terms shall have the following
      meanings:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | "U.S.
      Retirement Plan"shall mean:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|      | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

131

---



Back to Contents

|     | to
      the extent, that it is maintained or contributed to or by any member of
      the ICI Group (or to which any member of the ICI Group is at the date of
      this Agreement required to contribute) for the benefit of a U.S. Employee
      or Former U.S. Union Employee;                                                                                                                                                                                                                       
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | "Non-U.S.
             Retirement Plan"shall mean any material plan, policy or arrangement providing pension,
      retirement  or post retirement welfare benefits to the extent, that it
      is maintained
      or contributed to or contributed by any member of the ICI Group (or to
      which  any member of the ICI Group is at the date of this Agreement required
      to
      contribute) for the benefit of an Employee (other than a U.S. Employee
      or  Former U.S. Union Employee).
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | "Assumed
      U.S. Benefit Plan"shall mean:                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | "Retirement
      Plan"means either a U.S. Retirement or Non-U.S. Retirement Plan.                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14.  | TAXATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14.1 | Neither
      the Warrantor nor any other member of the ICI Group is involved in any dispute
      with or subject to any investigation by any Tax Authority concerning any
      matter likely to affect the Business or any of the Business Assets in any
      material way.                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14.2 | Neither
      the Warrantor nor any other member of the ICI Group has made any election
      under Paragraph 2 of Schedule 10 (Election
      to Waive Exemption)
      of VATA in relation to any of the Properties.                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14.3 | A
      member of the ICI Group has made returns and payment for the purposes of
      GST, QST and/or provincial sales tax in relation to the Business that are
      adequate in all material respects.                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14.4 | The
      Sellers (or the relevant member of the ICI Group) have complied in all material
      respects with their obligations relating to Tax deductions in relation to
      the Business including those relating to national insurance and social security
      contributions and have made and accounted to the appropriate Tax Authorities
      in all material respects for all such deductions required or authorised
      to be made under those obligations.                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14.5 | A
      member of the ICI Group has duly and within any appropriate time limits
      made returns that are adequate in all material respects, given notices that
      are adequate in all material respects and supplied all other material information
      required to be made, given or supplied to the relevant fiscal authorities
      in relation to the Business or any of the Business Assets.                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|14.6 | All
      material Tax returns with respect to the Business or income attributable
      to the Business that are required to be filed by the relevant Business Seller
      on or before                                                                                                                                                                                                                                                                                                                  

132

---



Back to Contents

|     | Completion
      have been or will be filed in a timely manner, the information provided
      on such Tax returns is or will be complete and accurate in all material
      respects and there are no Tax liens, pledges, charges, security interests
      or other encumbrances ("Tax
      Liens"),
      except for statutory Tax Liens for taxes not yet due, on any of the Business
      Assets.                                                                                                      
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|14.7 | The
      Business Seller of the Canadian Business is not a non-resident of Canada
      within the meaning of the Income Tax Act (Canada).                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|14.8 | The
      sale and purchase of the Business Assets relating to the U.S. Business will
      not be subject to the carryover basis rule of United States Treasury Regulation
      s1.338-8(d)(1).                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|14.9 | None
      of the Business Assets consists of ownership interests in any entity taxable
      as a corporation or as a partnership.                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15.  | ENVIRONMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15.1 | The
      current operations of the Companies, the Business Sellers (in relation to
      the Business) or any other member of the ICI Group (in relation to the Business)
      are in compliance, with all Environmental Laws and all Environmental Permits
      except where non compliance with the same would or would reasonably be expected
      to involve Losses for the Companies or any other member of the Purchaser's
      Group of one hundred thousand U.S. dollars (U.S. $100,000) or less.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15.2 | Within
      the preceding three (3) years, no notice, notification, demand, citation,
      summons, complaint or order, in each case in written form, has been issued
      to any member of ICI Group in relation to the Business and no written complaint
      has been filed, no penalty has been imposed and so far as the Warrantors
      are aware no investigation or review is pending or threatened by any Competent
      Authority or third party with respect to any:                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | in
      each case which violation or failure would or would reasonably be expected
      to involve Losses for the Companies or any other member of the Purchaser's
      Group in excess of one hundred thousand U.S. dollars (U.S. $100,000).                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15.3 | All
      material Environmental Permits as are now required for the lawful conduct
      of the Business and the ownership and use of the Business Assets and the
      Properties by the Companies and the Business Sellers have been obtained.                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|15.4 | There
      is no material order, decree or judgment of any Competent Authority outstanding
      in relation to the Business or the Companies under Environmental Laws.                                                                                                                                                                                                                                                                                                                                      

133

---



Back to Contents

|15.5 | None of
      the Companies or the Business Sellers or any other member of the ICI Group
      are engaged in any litigation or arbitration proceedings under Environmental
      Laws in respect of the Business, the Business Assets, the Properties or
      any other assets of the Companies, which in each case would or would reasonably
      be expected to involve Losses for the Companies or any other member of the
      Purchaser's Group in excess of one hundred thousand U.S. dollars (U.S. $100,000).                                                                                                                                                                                                                                                                                                                                                               
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|15.6 | There
      are no Encumbrances under Environmental Laws on any of the Business Assets
      or Company Assets and neither of the Companies nor any of the Business Sellers
      nor Company Sellers nor any other member of the ICI Group is required to
      place any notice or restriction relating to Hazardous Substances at any
      Property in any deed to such Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|15.7 | There
      are no Environmental Permits that are not transferable to the Purchasing
      Companies or that require any consent from a third party or other action
      to remain in full force and effect following Completion other than as prescribed
      under Environmental Laws.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|15.8 | Within
      the period of three (3) years immediately preceding the date of this Agreement,
      there has been no audit, study, report, analysis, representative sample
      and monitoring data in, each case relating to a non-compliance with Environmental
      Laws which would or would reasonably be expected to involve Losses for the
      Companies or any other member of the Purchaser's Group in excess of one
      hundred thousand U.S. dollars (U.S. $100,000), conducted internally (for
      purposes other than day-to-day routine monitoring and data analysis) or
      by any outside consultant or engineer, with respect to the Business Assets
      or the Properties, (other than any publicly available study or report submitted
      to regulatory agencies), which is not disclosed in the Disclosure Letter
      or the Disclosure Documents.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|16.  | THE
      PROPERTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|16.1 | The particulars
      of the Properties set out in Parts 3, 4 and 5 of Schedule 2 (Property
      Matters)
      are true, correct and complete.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|16.2 | The Properties
      are the only real property or interests in real property necessary for the
      conduct of the Business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|16.3 | Ergon
      or the relevant member of the ICI Group has in its possession or under its
      control all deeds and documents which are necessary to prove title to the
      Properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|16.4 | No portion
      of the Properties is subject to any agreements of sale, commitments to sell,
      rights of first refusal or any options, or other rights of parties to acquire
      any interest therein which would affect the rights of occupancy, use, entry
      or possession.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|16.5 | No Properties
      are subject to any leases, subleases, licenses or other agreements granting
      rights of occupancy, use, entry or possession to third parties which would
      have a materially adverse affect on the Business operated at the relevant
      Property.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|16.6 | So far
      as the Warrantor is aware, neither the Seller nor the Companies have received
      written notice that any condemnation proceedings, eminent domain proceedings
      or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

134

---



Back to Contents

|      | similar
        actions or proceedings are now pending, proposed or threatened against
    any Property.                                                                                                                                                                                                                                                                                                                                                                             
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | Business
    Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|16.7  | The relevant
        Business Seller is the sole legal and beneficial owner of each of the
    U.S.Business
    Properties and is absolutely entitled to their proceeds of sale and the U.S.
    Business Properties are free from Property Encumbrances (as defined in Schedule
    2 (Property
    Matters))
    other than the Permitted Property Encumbrances (as defined in Schedule 2
    (Property
    Matters)).                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|16.8  | The relevant
        Business Seller is the sole legal and beneficial owner of the Boucherville
        Business Property and is absolutely entitled to its proceeds of sale
        and the Boucherville Business Property is free from Encumbrances (as
    defined in Clause 1.1 of this Agreement) other than Permitted Encumbrances.                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|16.9  | In relation
        to the U.S. Business Properties only and insofar as the Warrantor is
        aware, the relevant Business Seller now has or will have on Legal Completion
        (as defined in Schedule 2 (Property
        Matters))
        all easements rights of way or similar rights (which rights shall exist
        pursuant to recorded instruments) which are necessary to use the relevant
    U.S. Business Property as it is used on the date of this Agreement.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|16.10 | So far
        as the Warrantor is aware, there are no easements covenants or restrictions
        affecting the legal title of the U.S. Business Properties which would
        have a materially adverse affect on the Business operated at the relevant
    U.S. Business Property.                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|16.11 | So far
        as the Warrantor is aware, the Seller has not received written notice
        of any public plans or public proposals for changes in public road grade,
    access or other related improvements which affect the Business Properties.                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|16.12 | The Seller
        of the Boucherville Business Property (the"Boucherville
        Seller")
        is not a non-Canadian resident for the purposes of theIncome
        Tax Act(Canada)
    and the Taxation Act (Quebec).                                                                                                                                                                                                                                                          
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|16.13 | The Seller
        has not received or made a claim for any insurance proceeds for "mine
        subsidence" (as such term is defined in the Illinois Mine Subsidence
        Disclosure Act, 765 ILCS 95/2) with respect to the Meredosia Business
        Property. This warranty is made pursuant to the Illinois Mine Subsidence
    Disclosure Act.                                                                                                                             
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|16.14 | There
        are no "Recapture Agreements", as defined under 65 ILCS 5/9-5-1, existing
        at or associated with the Meredosia Business Property that will bind
        the Purchaser or the relevant Business Purchaser or the Meredosia Business
        Property from and
after Legal Completion.                                                                                                                                                                            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|      | Company
    Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|16.15 | The
        Company Properties comprise all of the real property interests, land
        and premises owned, leased, occupied or used by or in the possession
    of the Companies.                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|16.16 | The
          Company Properties and title deeds are not subject to any Encumbrances
    (as defined in Clause 1.1 of this Agreement) other than Permitted Encumbrances.                                                                                                                                                                                                                                                                                                             

135

---



Back to Contents

|16.17 | Replies
      to all written enquiries before contract raised by the Purchaser's lawyers
      in the United Kingdom, Pinsent's, on behalf of the Purchaser in correspondence
      with the Seller's UK Lawyers in relation to the Company Property at Warrington
      detailed in Schedule 2, Part 4 and which are contained in the Disclosure
    Documents are true and accurate and not misleading in any respect.                                                                                                                                                                      
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|16.18 | With
      respect to the Company Properties or a part thereof there has been no application
      for or grant of a government subsidy in relation to which obligations have
    to be fulfilled by the relevant Company.                                                                                                                                                                                                                                                                                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|16.19 | So
    far as the Warrantor is aware:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|16.20 | So
      far as the Warrantor is aware and in relation to the Geleen Company Property
      only, the relevant Company has not received notice in writing that any
      works that have been required by any governmental or regulatory authorities
    have not yet been carried out to the satisfaction of the authority concerned.                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|17.   | INSURANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|17.1  | Each
      of the Business Assets and the assets of the Companies (together the"Assets")
      which is of an insurable nature has at all material times been and is now
      insured to its full replacement value against all risks to which the insurable
      assets of a person operating the types of business operated by the Business
      Sellers would be exposed where a failure to so insure would reasonably
      be expected to have a material adverse effect on the financial position
    of the Business.                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|17.2  | There
      are disclosed in or annexed to the Disclosure Letter details of all policies
      of insurance maintained in respect of material assets (the"Insurance
    Policies").                                                                                                                                                                                                                                                                                                                                                                                                           
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|17.3  | No
        member of the ICI Group has since the Financial Statement Date intentionally
        or knowingly taken any action for the purpose of or with the intention
        to cause all or any part of the insurance coverage in place for the Business
    to become void or voidable.So
    far as the Warrantor is aware, no member of the ICI Group has done or omitted
    to do anything and the Warrantor is not aware of anything which in either
    case would entitle the insurers under any Insurance Policy to disclaim or
    avoid liability for any claim made thereunder.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|18.   | IMPROPER
    PAYMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      | None
        of the Companies or the Sellers nor any other member of the ICI Group,
        nor, any director, trustee, officer nor, so far as the Warrantor is aware,
        employee, beneficiary, agent or representative of such entity nor, so
        far as the Warrantor is aware, any person associated with or acting for
        or on behalf of any such entity, has directly or indirectly: (a) made
    any illegal and/or unlawful contribution, gift, bribe,                                                                                                                 

136

---



Back to Contents

|     | rebate,
      payoff, influence payment, kickback, or other payment to any person, private
      or public, whether in money, property, or services; or (b) established
      or maintained any fund or asset that has not been recorded in the books
    or records of the relevant Company, Seller or other member of the ICI Group.                                                                                                                                                                                                                                                                                                                                                      
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.  | DUE
    INCORPORATION AND CAPACITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.1 | Each
      member of the ICI Group which is a party to a Transaction Document or Ancillary
      Agreement is a corporation duly organised, validly existing and in good
      standing in its jurisdiction of incorporation with the corporate power
      and authority to enter into and perform such document to which it is a
      party and any agreements to be entered into pursuant to the terms of such
    document(s).                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.2 | Each
    of the Sellers has duly authorised, executed and delivered this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.3 | The
      execution, delivery and performance of this Agreement by each of the Sellers
      and the execution, delivery and performance of the Transaction Documents
      and Ancillary Agreements by each member of the ICI Group party to such
    agreements does not and will not:                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.4 | This
      Agreement is a legal, valid and binding obligation on each of the Sellers,
      enforceable against it in accordance with its terms, and each other agreement
      or document contemplated hereby to be executed and delivered by Ergon,
      the Companies, the Sellers or any other member of the ICI Group will on
      the Completion Date be duly and validly executed by the relevant company
      and be legal, valid and binding obligations of the relevant company, enforceable
    against them in accordance with their respective terms.                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|19.5 | No
      consent, action, approval or authorisation or registration, declaration
      or filing with any governmental department, commission, agency or other
      organisation having jurisdiction over the Sellers (other than a Relevant
      Competition Authority) is required to be obtained or made by the Sellers
      to authorise the execution and delivery by the Sellers of this Agreement
      or by any other member of the ICI Group to authorise the execution and
      delivery by it of any other agreement or document to be executed and delivered
      pursuant to this Agreement or the performance by such company of such agreement
    or document's terms.

137

---



Back to Contents

Part 2Company Specific Warranties

For the purposes of this Part 2 of this Schedule 6 (Warranties) references to"Company"or to"Companies"shall be to either or both of the Companies.

|1.  | COMPANY
    RETURNS, RECORDS AND ACCOUNTS                                                                                                                                                                                                                                                                                                                                                                  
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                            
|1.1 | The particulars
        of the Companies and the Shares contained in Schedule 13 (The
        Companies)
    to this Agreement are correct.                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                            
|1.2 | Copies
        of the current memorandum and articles of association (or other statutes
        and bye-laws) of each of the Companies are disclosed in or annexed to
        the Disclosure Letter and are complete, and no changes to the memoranda
        or articles of association (or other statutes and bye-laws) of either
    of the Companies have been made since the Financial Statement Date.
|    |                                                                                                                                                                                                                                                                                                                                                                                                            
|1.3 | Each
          of the Companies is duly organised and validly existing under the laws
          of the country and state in which they are incorporated and have all
          requisite corporate powers and authority to own their properties and
    to conduct the business being carried on by them.                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                            
|1.4 | The
          register of members and all other statutory books of each of the Companies
    are in their possession and have been properly kept.                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                            
|2.  | SHARES
    AND SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                            
|2.1 | The
          Shares comprise the whole of the issued and outstanding share capital
    of the Companies and all of them are fully paid up.                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                            
|2.2 | No person
        has the right to call for the issue of any share capital or convertible
        loan capital of either of the Companies under any option or other agreement
    or under any conversion rights.                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                            
|2.3 | No
          loan or share capital of any nature or any other securities in the
          Companies have been created, issued, allotted since the Financial Statement
          Date nor have the Companies agreed to create, issue or allot any loan
          or share capital of any nature or any other securities in the Companies
    since such date.                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                            
|2.4 | Neither
          of the Companies has since the Financial Statement Date repaid, cancelled
          or redeemed or agreed to repay, cancel or to redeem any loan or share
          capital of any nature or any other securities in the Companies or otherwise
    reduced or agreed to reduce its issued share capital.                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                            
|2.5 | The
          Company Sellers are the legal and beneficial owners of the Shares and
          the Shares are free of any Encumbrances or other third party rights
          and neither of the Company Sellers nor any member of the ICI Group
          nor, any other person has agreed to create any such Encumbrances or
    rights over the Shares.                                                   

138

---



Back to Contents

|3.  | SUBSIDIARIES,
    PARTNERSHIPS ETC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1 | Neither
          of the Companies has any subsidiaries nor is either the legal or beneficial
          owner of any shares or other securities or capital of any other company
          or corporation whether limited or unlimited nor has it agreed at any
          time since the Financial Statement Date to acquire any such shares
    or securities.                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.2 | Neither
          of the Companies is a member of any partnership and neither of the
          Companies has any place of business, branch or permanent establishment
    outside its jurisdiction of incorporation.                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.3 | Neither
          of the Companies is nor has agreed to become, a member of any partnership,
    joint venture, consortium or other unincorporated association.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.4 | Neither
          of the Companies has at any time been a member of any partnership,
          joint venture, consortium or other unincorporated association in connection
    with which it has retained any material liability.                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.5 | Neither
          of the Companies has any former subsidiaries in connection with which
    it has retained any material liability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.  | TAXATION
    MATTERS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.1 | Each
          of the Companies has submitted all tax returns, computations and declarations
          required to be submitted before the date of this Agreement, within
          any applicable time limits. Such tax returns, computations and declarations
          were when made true and accurate in all material respects, are not
          the subject of any material dispute with the UK Inland Revenue, HM
          Customs & Excise or the equivalent tax authorities in the Netherlands
          and, as at the date of this Agreement, the Warrantor does not expect
    that the Companies will become so liable to any material dispute.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.2 | The
          Companies have preserved and have in their possession (and in the case
          of the Dutch Company available for inspection at the Dutch Company's
          premises) records required for the delivery of correct and complete
          returns (including as required by Schedule 18 Finance Act 1998 and
          for the purposes of applicable VAT legislation) to substantiate any
          claim or position taken in relation to tax and for the computation
    of any tax.                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.3 | The
          Disclosure Letter or the Disclosure Documents contain details of periods
          for which corporation tax returns are not yet agreed with the UK Inland
    Revenue, or the equivalent tax authority in the Netherlands.                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.4 | All
          clearances obtained by the Companies since 8 July 1997 have been properly
          obtained and all information supplied to the Inland Revenue, H.M. Customs & Excise,
          the Netherlands tax authorities or other appropriate authority in connection
    with such clearances was true and complete in all material respects.                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|4.5 | The
          Disclosure Letter or the Disclosure Documents contain details of any
          grant of relief pursuant to section 13ca of the Corporate Income Tax
          Act 1969 or any request for an extension of time for filing of a return
    or document.                                                                                                                                                                                                                                                                                                                                                                                          

139

---



Back to Contents

|4.6  | All taxation
        of any nature whatsoever whether of the United Kingdom, the Netherlands
        or elsewhere for all periods beginning after 8 July 1997 and ending on
        or before the date of this Agreement for which the Companies are liable
        or for which they are liable to account has been duly paid insofar as
        such taxation ought to have been paid (including but not limited to payments
        under the Corporation Tax (Instalment Payments) Regulation 1998) and
        without prejudice to the generality of the foregoing the Companies have
        made all such deductions and retentions for or of Tax as they were obliged
    to make after 8 July 1997.                                                                                                                                                                                                                                             
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.7  | The
        Companies have not within the past five (5) years paid or become liable
    to pay any penalty, fine, surcharge or interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.8  | The
        Companies have not within the five (5) years immediately preceding the
        date of this Agreement suffered any non-routine investigation, audit
        or visit by any Tax Authority and the Warrantor is not aware of any such
        investigation, audit or visit planned for the period of twelve (12) months
    immediately following the date of this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.9  | So
        far as the Warrantor is aware the Companies are not liable to pay or
        make reimbursement or indemnity in respect of any taxation for which
        it is not primarily liable in consequence of the failure by any other
        person (other than by another of the Companies) to discharge that Taxation
        within any specified period or otherwise, where such Taxation relates
        to a profit, income or gain, transaction, event, omission or circumstances
        arising, occurring or deemed to arise or occur (whether wholly or partly)
        prior to Completion (including secondary liabilities pursuant to the
        Tax Collection Act 1990 ("Invorderingswet
        1990")
        and the Social Security Coordination Act ("Coördinatiewet
        Sociale Verzekeringen")
        and as at the date of this Agreement, the Warrantor does not expect that
    the Companies will become so liable.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.10 | So
        far as the Warrantor is aware, no securities (other than shares) issued
        by the Companies and remaining in issue at the date of this Agreement
        were issued in such circumstances that any interest or other distribution
    out of assets in respect thereof falls to be treated as a distribution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.11 | The
        Dutch Company's capital is not tainted ("fusie-agio")
        by reason of section 3a of the Dividend Withholding Tax Act 1965 ("Wet
    op de dividendbelasting 1965").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.12 | The
        Dutch Company is not subject to any additional corporate income tax pursuant
        to the surtax provision (article IV(B) Invoeringswet Wet inkomstenbelasting
        2001), upon distributions of any dividends within the meaning of section
        3 of the Dividend
Withholding Tax Act 1965 ("Wet op de dividendbelasting 1965").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.13 | The
        Disclosure Letter and the Disclosure Documents set out full particulars
        of all claims, elections made since 8 July 1997 and/or exemption (in
        whole or in part) from Taxation granted under s.23, s.24, s.247, s.248,
        s.152 to s.l58, s.16l, s.165, s.171A or s.280 TCGA 1992 (indicating which
        claims are provisional) insofar as they could affect the chargeable gain
        or allowable loss which would arise in the event of a disposal after
    the Financial Statement Date by the UK Company of any of its assets.                                                                                                                                                                                                                                                                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|4.14 | The
        Companies are not under an obligation to pay nor have they since the
        Financial Statement Date paid or agreed to pay any compensation for loss
    of office or any                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

140

---



Back to Contents

|     | gratuitous
          payment not deductible in computing its income for the purposes of
    corporation tax.                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.15 | The
        UK Company is not and has not been a close company as defined in s.414
    ICTA or close investment-holding company as defined by s.13A ICTA.                                                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.16 | Copies
        of all applications for clearance made and all consents or clearances
        obtained by either of the Companies since the Financial Statement Date
    (together with all relevant particulars) have been provided to the Purchaser.                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.17 | Each
        of the Companies is and always has been resident for the purposes of
    Taxation in the country in which it was incorporated.                                                                                                                                                                                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.18 | Neither
        of the Companies has a permanent establishment in a jurisdiction other
        than the jurisdiction of its incorporation nor has it had such a permanent
        establishment in the three (3) years immediately preceding the date of
    this Agreement.                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.19 | Each
        Company has in its possession or power or under its control sufficient
    records and information to determine its liability to Taxation.                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.20 | So
        far as the Warrantor is aware, neither Company has received any written
        notice or enquiry in the three (3) years immediately preceding the date
        of this Agreement from a Tax Authority in connection with the price charged
        or payments received by such Company pursuant to transactions with connected
        or associated persons and as at the date of this Agreement, the Warrantor
    does not expect that either Company will receive any such notice or enquiry.                                                       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.21 | Neither
        Company has received any written notice or enquiry in the three (3) years
        immediately preceding the date of this Agreement from a Tax Authority
        that a value other than that equal to the consideration given or received
        on the acquisition or disposal of any asset by either Company could be
        substituted for tax purposes in respect of such disposal or acquisition
        and as at the date of this Agreement, the Warrantor does not expect that
    either Company will receive any such notice or enquiry.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.22 | The
        Disclosure Letter gives details of any transaction (other than in the
        ordinary course of business) in the twelve (12) months before termination
        of the fiscal unity between the Dutch Company and any other member of
        the fiscal unity to which the Dutch Company belonged as well as the losses
        of the Dutch Company which have been set off against profits of the other
        fiscal unity members during the twelve (12) months before termination
    of the fiscal unity.                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.23 | Since
        8 July 1997 the UK Company has not been party to a surrender of tax refund
    under s.102 of the Finance Act 1989.                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.24 | No
        asset of the Companies shall be deemed (under s.179 TCGA 1992 or under
        the law of The Netherlands) to have been disposed of and reacquired and
        no charge to tax arises in the Companies by virtue of or in consequence
        of the entering into or performance of this Agreement or any acquisition
        or disposal (actual or deemed) of any capital asset since the Financial
    Statement Date.                                                                                                                               

141

---



Back to Contents

|4.25 | No tax
        has been or may be assessed on the Company pursuant to s.190 TCGA 1992
        in respect of any chargeable gain accrued prior to the date of this agreement
        and the Companies have not since 8 July 1997 transferred any asset other
        than trading stock (including any transfer by way of share exchange within
        s.135 TCGA 1992) to any company which at the time of disposal was a member
    of the same group (as defined in s.170 TCGA 1992).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.26 | Since
        8 July 1997 the UK Company has not been party to an election under s171ATCGA
    1992.                                                                                                                                                                                                                                                                                                                                                                                     
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.27 | The
        Companies have not carried out or caused or permitted to be carried out
    any of the transactions:                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.28 | The UK
        Company has obtained clearance from the relevant Tax Authority for any
        transactions entered into by it since 8 July 1997 to which any of the
    following provisions apply:                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4.29 | Neither
        Company has received any written notice or enquiry in the three (3) years
        immediately preceding the date of this Agreement from a Tax Authority
        pursuant to the following provisions in connection with any transaction
        entered into by either Company and as at the date of this Agreement,
        the Warrantor does not expect that either Company will receive any such
    notice or enquiry:                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

142

---



Back to Contents

|4.30 | So far
        as the Warrantor is aware the UK Inland Revenue has not taken steps to
        apply s.770A or schedule 28AA ICTA 1988 to any transaction involving
        the UK Company and the equivalent tax authority in the Netherlands has
        not taken steps to apply section 8b of the Corporate Income Tax Act to
        any transaction entered into by the Dutch Company and as at the date
        of this Agreement, the Warrantor does not expect that any such steps
    will be taken.                                     
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.31 | The Companies
        have not written off and will not write off debt claims prior to the
        Completion Date that may result in any Taxation charge (including, for
        the avoidance of doubt, any write off that may reduce the carry forward
        of losses (including of the Dutch Company pursuant to sections 13b, 13ba,
        13bb of the Corporate Income Tax Act 1969) nor do they owe debt claims
        the fair market value of which is below the value recorded in the Companies'
    books for tax purposes.       
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.32 | Since
        the Financial Statement Date no payment has been made to the Companies
    to which s.601 ICTA applies.                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.33 | The Dutch
        Company is not a real estate company as meant in section 4 of the Dutch
        Legal Transactions Act ("Wet
    belastingen van rechtsverkeer").                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.34 | Neither
        Company has received any written notice or enquiry in the three (3) years
        immediately preceding the date of this Agreement from a Tax Authority
        that any transaction or series of transactions or any part thereof may
        for Tax purposes be disregarded, recharacterised or reconstructed by
        reason of any motive to avoid a possible liability to Tax and as at the
        date of this Agreement, the Warrantor does not expect that either Company
    will receive any such notice or enquiry:
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.35 | The
        Companies are duly registered for the purposes of VAT in their countries
        of incorporation with quarterly prescribed accounting periods and the
        registration of the UK Company is not pursuant to Paragraph 2 of Schedule
        1 to VATA 1994 or subject to any conditions imposed by or agreed with
    HM Customs & Excise and the UKCompany
    is not under a duty to make monthly payments on account under the Value Added
    Tax (Payments
    on Account) Order 1993.                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.36 | The
        Companies are and have been treated for VAT purposes as members of groups
    of companies, details of which are given in the Disclosure Letter.                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.37 | The
        Disclosure Letter or the Disclosure Documents contain full particulars
        of all elections to waive exemption made or agreed to be made under Schedule
    10 to VATA1994
    by:                                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.38 | The
        Disclosure Letter and the Disclosure Documents contain details of the
        total value of all expenditure on capital assets acquired by the UK Company
        since 31 December 2002 and of the total disposal values falling to be
        brought into account by the UK Company for disposals of such assets since
    31 December 2002.                                                                                                                                                                                       

143

---



Back to Contents

|4.39 | The UK
        Company has not entered into any agreement governing the making of any
        claim for or surrender of group relief under the provisions of s.402
        to s.413 (inclusive) ICTA that relates to any accounting period of the
        UK Company beginning after 31 December 2002 or which provides for or
        permits any amendment to any past claim or surrender of group relief
    by the UK Company.                                                                                                                                                                                                                      
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.40 | In relation
        to the accounting period beginning after 31 December 2002 or to Tax that
        would be (or but for the relevant claim, election, disclaimer, notice
        or consent would be the subject of a tax return to be filed in respect
        of that accounting period), neither Company has entered into any agreement
        governing the making of any claim, election or disclaimer or the giving
        of any notice or consent for the purpose of any Relief or in connection
        with any claim for repayment of Tax or any appeal against any assessment
    to Tax or any application for the postponement of Tax.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4.41 | The
        Dutch Company is not a party to any contractual arrangement pursuant
        to which it is or could become liable to pay or make any reimbursement
        in respect of Tax to the head of the fiscal unity of which the Dutch
    Company forms part immediately before the date of this Agreement.                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5.   | INSURANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | There
          are disclosed in or annexed to the Disclosure Letter true and complete
          details of all policies of insurance maintained by or on behalf of
    either of the Companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|6.   | POWERS
    OF ATTORNEY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | There are not
        in force any powers of attorney given by either of the Companies, other
        than powers of attorney given in the normal course of business in relation
        to either of the Companies' bank accounts, the prosecution and maintenance
        of Intellectual Property and the handling of legal and tax matters by
    professional firms.                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.   | INSOLVENCY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.1  | No
    winding up petition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | No
          order has been made or petition presented or resolution passed for
          the winding up of either of the Companies or for an administration
          order in respect of either Company nor has any distress, execution
    or other process been levied on any of their respective assets.                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.2  | No
    receiver                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | No
          administrative receiver or receiver and manager of the business or
          assets of either of the Companies or any part thereof has been appointed
          by any person and there is no unfulfilled or unsatisfied judgment or
    court order outstanding against either Company.                                                                                                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.3  | No
    arrangements with Creditors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|     | No
          arrangement has been made by either of the Companies with their creditors
    (within the meanings of insolvency laws).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|7.4  | Ability
    to pay debts as they fall due                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

144

---



Back to Contents

|    | Neither
      Company is insolvent or unable to pay its debts as they fall due.                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                        
|7.5 | Other
      Matters                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                        
|    | So far
      as the Warrantor is aware, no circumstances exist which are likely to give
      rise to any of the matters referred to in Paragraphs 7.1 (No
      winding up petition)
      or 7.2 (No
      receiver).

145

---



Back to Contents

SCHEDULE
  7PROVISIONS
  RELATING TO CLAIMS UNDER THIS AGREEMENT

In this Schedule
  7 each of the following expressions which are additional to those defined in
  Clause 1.1 (Defined
  terms) shall
  have the meanings assigned to them below:

"Disclosed
  Information"means the contents of the Data Room, the Information Memorandum, the Searches
  referred to in Appendix A.1(3) and (4) of the Disclosure Letter, the Disclosure
  Letter and all Disclosure Documents;

"General
  Warranty Claim"a Warranty Claim other than a Tax Warranty Claim;

"Regulatory
  Compliance Matter "means a Warranty Claim based on a breach of the Warranty set out at Paragraph
  15.1 of Part 1 (General
  Warranties  Business and the Companies)
  of Schedule 6 (Warranties)
  where such claim arises as a result of any formal written notice or written
  Proceeding issued, initiated or pursued by a Competent Authority or Governmental
  Authority, acting in accordance with Environmental Laws alleging any non-compliance
  with Environmental Laws or Environmental Permits;

"Tax
  Warranty Claim"means any claim based upon a breach of any Tax Warranty; and

"Unascertained
  Liability"means:

|(a) | a
      Systemic Product Liability Claim;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(b) | proceedings
      by a third party arising from an actual or alleged personal injury, illness,
      medical condition or death (other than a Toxic Tort);                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(c) | an
      Unclassified Liability;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(d) | a
      De Minimis Routine Product Liability Claim;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(e) | a
      De Minimis Injury Claim;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(f) | a
      De Minimis Unclassified Liability; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|(g) | any
      other claim or liability which is or may give rise to a claim or liability
      under any of (a) to (f) above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|1.  | OBLIGATIONS
      OF THE PURCHASER AND ERGON                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|1.1 | Subject
      to Paragraph 1.2 below, the Purchaser shall, and shall procure that any
      other relevant member of the Purchaser's Group shall, in relation to any
      loss or liability which might give rise to a Purchaser's Claim (other than
      an Environmental Indemnity Claim) against Ergon, or any other member of
      the ICI Group, take reasonable steps to avoid or mitigate such loss or liability,
      it being acknowledged and agreed by Ergon (for itself and on behalf of each
      other member of the ICI Group) that the Losses incurred or suffered by the
      Purchaser or any other member of the Purchaser's Group as a result of such
      mitigation will, to the extent such Losses are reasonable, be recoverable
      by the Purchaser (for itself and as trustee for each other member of the
      Purchaser's Group) from Ergon or the relevant member of the ICI Group.

146

---



Back to Contents

|1.2 | Ergon
      covenants and undertakes with the Purchaser (for itself and as trustee for
      each other member of the Purchaser's Group) that whenever the Purchaser
      or any other member of the Purchaser's Group takes any steps pursuant to
      Paragraph 1.1 to avoid or mitigate a loss or liability in respect of a Purchaser's
      Claim, Ergon shall reimburse the Purchaser (for itself and as trustee for
      each other member of the Purchaser's Group) promptly after they are incurred
      or suffered for all reasonable Losses relating thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.3 | If
      in relation to any Purchaser's Claim other than in the case of an Environmental
      Indemnity Claim the Purchaser, or any other relevant member of the Purchaser's
      Group, is or may be entitled to recover from some other person (not being
      a member of the Purchaser's Group and excluding insurers) (a"Third
      Party")
      any loss or damage arising in relation to or in connection with that Purchaser's
      Claim, the Purchaser, or such other relevant member of the Purchaser's Group,
      shall at Ergon's cost (which costs shall, for the avoidance of doubt, include
      the reasonable third party costs and expenses of the Purchaser which have
      been reasonably incurred in taking the relevant steps) take appropriate
      steps to enforce such right of recovery (keeping Ergon informed on a timely
      basis of any action so taken) provided that the Purchaser shall be entitled
      to elect not to take such steps where to do so would be commercially disadvantageous
      to the Business or any member of the Purchaser's Group, in which event the
      amount of the relevant Purchaser's Claim shall be reduced by an amount equal
      to the amount which the Purchaser (or relevant member of the Purchaser's
      Group) would or could reasonably be expected to have recovered from the
      Third Party in connection with such Purchaser's Claim.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|1.4 | If,
      notwithstanding any other provision of this Schedule 7, any payment is made
      by Ergon, or any other member of the ICI Group, in or towards the settlement
      of any Purchaser's Claim other than an Environmental Indemnity Claim (an"Ergon
      Payment")
      and the Purchaser, or any other member of the Purchaser's Group, subsequently
      recovers or procures the recovery from a Third Party of an amount which
      is referable to that Purchaser's Claim (other than Environmental Indemnity
      Claim), or part thereof (a"Third
      Party Payment")
      the Purchaser shall forthwith repay to Ergon, or the relevant other member
      of the ICI Group, an amount equal to whichever is the lesser of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | PROVIDED
      THAT the Purchaser shall only be obliged to make a payment to Ergon pursuant
      to this Paragraph to the extent that the sum of the Ergon Payment and the
      Third Party Payment (after any Liability to Tax suffered by the Purchaser
      on the payment and all other reasonable expenses of the Purchaser and any
      other member of the Purchaser's Group have been paid) is more than the full
      amount of its Loss including any deductible under Paragraph 2.1 of this
      Schedule 7 in respect of the matters giving rise to the claim.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

147

---



Back to Contents

|1.5 | Notwithstanding
      any other provision of this Schedule 7, if any payment is made by Ergon
      or any other member of the ICI Group pursuant to a Purchaser's Claim and
      the Losses incurred in relation to that Purchaser's Claim are used by any
      member of the Purchaser's Group to offset any past, present or future liability
      to Tax, the Purchaser shall promptly account to Ergon for an amount equal
      to the lower of:
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|1.6 | The
      Purchaser (on behalf of itself and each other member of the Purchaser's
      Group) agrees that:                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.  | LIMITATION
      OF LIABILITY OF THE SELLERS                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2.1 | Neither
      the Purchaser nor the Purchasing Companies shall be entitled to make:                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                          

148

---



Back to Contents



| |  |      | (Warranties)
      or Paragraphs 2 or 7 of Part 2 (Company
      Specific Warranties)
      of Schedule 6 (Warranties)
      (including in each case, any sub Paragraph thereof), to the extent that
      the matter, fact, event or circumstance giving rise thereto is fairly disclosed
      in Part B of the Disclosure Letter (Specific
      Disclosures)
      (and those Disclosure Documents referred to in Part B of the Disclosure
      Letter with specific reference to the Warranty concerned) or, in the case
      of the Warranties referred to in (A) to (D) below, within the contents of
      the documents contained in the Data Room which are covered in the sections
      set out below:                                                                                
| |  | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |      | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |      | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |      | (C)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |      | (D)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  | (ii) | made
      under those Warranties referred to in Clause 16.7 (Certain
      Warranties Specific),
      including in each case, any sub clause thereof, to the extent that the matter,
      fact, event or circumstance giving rise thereto is fairly disclosed in the
      sections of the Disclosure Letter and in the Disclosure Documents which
      correspond to the Warranties given in Paragraphs 9 (Employees),
      11 (Intellectual
      Property and Information Technology),
      13 (Pensions),
      15 (Environment)
      and 16 (The
      Properties),
      the Business Tax Warranties and the Company Tax Warranties, as the case
      may be or within the contents of the documents contained in the Data Room
      which are covered in the sections set out below:
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |      | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |  |      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |  |      | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

149

---



Back to Contents

| |  |       | (C)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | in
       the case of the Warranties given in Paragraph 13, the contents of the
       documents listed in the sections headed "Human Resources" and "Pensions" of
    the index of Data Room documents;                                            
| |  | ----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                     
| |  |       | (D)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | in
       the case of the Warranties given in Paragraph 15, the contents of the
       documents listed in the section headed "Safety, Health and Environment" of
    the index of Data Room documents;                                             
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                     
| |  |       | (E)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | in
       the case of the Warranties given in Paragraph 16, the contents of the
       documents listed in the section headed "Real Estate" of the index of Data
    Room documents; and                                                            
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                     
| |  |       | (F)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | in
       the case of the Business Tax Warranties and the Company Tax Warranties
       the contents of the documents listed in the section headed "Tax" of the
    index of Data Room documents;                                                   
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                     
| |  | (iii) | made
      under any Warranty (other than those referred to in Paragraphs 2.1(a)(i)
      and (ii) of this Schedule 7) to the extent that the matter, fact, event
      or circumstance giving rise thereto is fairly disclosed in the Disclosure
      Letter or the Disclosed Information, provided that to the extent that any
      information, records, documents, facts, matters or circumstances which
      form part of the Disclosed Information are not specifically referred to
      and fairly disclosed by Ergon in Part 2 (Specific
      Disclosures)
      of the Disclosure Letter then such information, records, documents, facts,
      matters or circumstances forming part of the Disclosed Information will
      only operate to qualify an individual Warranty or negate what would otherwise
      constitute a breach of Warranty to the extent the relevant information,
    records, facts, matters or circumstances in relation to that breach:
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                     
| |  |       | (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | are
      fully, fairly and unambiguously disclosed by the relevant Disclosed Information;
    and                                                                                                                                                  
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                     
| |  |       | (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | are
      disclosed in a manner such that it would be reasonably apparent to a Reasonable
      Reader of the Warranties and the relevant Disclosed Information that there
    was or was reasonably likely to be a breach of a particular Warranty;
| |  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                                                                                     
| |  | (iv)  | where
      the Purchaser or any direct or indirect subsidiary of the Purchaser is
      aware, as at the date of this Agreement, of any facts or circumstances
      that constitute a breach or breaches of the Warranties and which, if such
      facts or circumstances had been fairly disclosed by Ergon in the Disclosure
      Letter or the Disclosure Documents, would have led a Reasonable Reader
      of the Warranties and the Disclosure Letter or the Disclosure Documents
      (in relation only to the matters reviewed by such Reasonable Reader) to
      conclude that there was reasonably likely to be a breach of a Warranty
      in respect of which the amount recoverable would exceed seventy-five thousand
    U.S. dollars (U.S. $75,000).                                                                                                                                                                                                     

150

---



Back to Contents

| | (b) | a Warranty
        Claim or an Indemnity Claim or to recover any damages in respect of any
        such Warranty Claim or Indemnity Claim where notice in writing of such
        Warranty Claim or Indemnity Claim (as the case may be) shall have been
        given in accordance with Paragraph 2.3, if legal proceedings before a
        competent court in respect of that claim, containing such reasonable
        details as the Purchaser (or the relevant Purchasing Company) has at
        that time, shall not have been issued and served on Ergon, within twelve
    (12) months after the date of that notice; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | (c) | a Purchaser's
        Claim or to recover any damages in respect of any such Purchaser's Claim
        ignoring for these purposes the limitations in this Schedule 7, if and
    to the extent that:                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

151

---



Back to Contents

|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | a Purchaser's
        Claim or a Tax Claim or to recover any damages in respect of any such
        Purchaser's Claim or Tax Claims, ignoring for these purposes the limitations
        in this Schedule 7, if and to the extent that the damage, liability or
        loss suffered or incurred by the Purchaser or the relevant members of
        the Purchaser's Group would not have arisen or would have been less had
        the entire Business (comprising the Business Assets and the Shares) been
        purchased at Completion solely by the Purchaser and not by any other
        Purchasing Company or any other member of the Purchaser's Group. This
        Paragraph 2.1(d) is without prejudice to the provisions of Clause 3.9
        (Gross
    Up).                                                                                                                                                                                                                                                                                                                          
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.2 | Neither
        the Purchaser nor any other Purchasing Company shall be entitled to make
        a Warranty Claim, an Environmental Indemnity Claim or to recover any
        damages in respect of any such Warranty Claim or an Environmental Indemnity
    Claim:                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | subject
        to Paragraph 2.2(b), unless the amount (excluding interest and costs)
        that would be recoverable from Ergon or any other member of the ICI Group
        in respect of the Warranty Claim exceeds seventy-five thousand U.S. dollars
        (U.S.$75,000). For this purpose and for the purposes of Paragraph 2.2(b),
        if a Warranty Claim relates to more than one event or circumstance which
        would separately constitute a breach of any of the Warranties each such
        event or circumstance shall be treated as a separate Warranty Claim but
        individual Warranty Claims arising or asserted as arising out of the
        same or a common cause (or causal chain), whether or not occurring at
    the same time shall be treated as a single Warranty Claim;                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | unless
        the amount (excluding interest and costs) of the Warranty Claim or the
        Environmental Indemnity Claim that would be recoverable from Ergon or
        any other member of the ICI Group in respect of the Warranty Claim or
        the Environmental Indemnity Claim when aggregated with the amount (excluding
        interest and costs) recoverable in respect of any other Warranty Claim
        or Environmental Indemnity Claim against Ergon or any other member of
        the ICI Group under this Agreement (and for these purposes ignoring any
        claims which the Purchaser is not entitled to bring because of Paragraph
        2.2(a)) exceeds a threshold of three million U.S. Dollars (U.S.$3,000,000)
        (the "Threshold"), in which event, Ergon's and every other member of
        the ICI Group's liability shall be limited to the amount by which all
        Warranty Claims and all Environmental Indemnity Claims exceed two million
        dollars (U.S.$2,000,000) but subject always to the other limitations
    of this Schedule 7.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|2.3 | Neither
        the Purchaser nor any Purchasing Company shall be entitled to make a
        General Warranty Claim, an Environmental Indemnity Claim, a Tax Claim
        or an Indemnity Claim (as the case may be) unless notice in writing specifying
        the general nature of the claim and the material circumstances giving
        rise to the claim has been given by the Purchaser to Ergon in accordance
        with Clause 33 (Notices)
    on or before the date which is:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | in the
        case of a General Warranty Claim (other than a claim under Paragraph
        15.1 of Part 1 (General
        Warranties  Business and the Companies)
        of Schedule 6 (Warranties)),
    twenty-four (24) calendar months after the date of this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

152

---



Back to Contents

|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | in the case of an Environmental Indemnity Claim, the expiration of the relevant Environmental Indemnity Period;                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | in the case of an Indemnity Claim, eight (8) years after the date of this Agreement;                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                        
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | in the case of a Tax Warranty Claim or a Tax Claim (other than a claim pursuant to clause 3.3 of the Deed of Tax Covenant to which clause 4.3 of the Deed of Tax Covenant shall apply), seven (7) years after the date of this Agreement;                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                        
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | in
       the case of a claim under Paragraph 15.1 of Part 1 (General
    Warranties  Business and the Companies)
    of Schedule 6 (Warranties)
    (other than in respect of Regulatory Compliance Matters), four (4) years
    after the date of this Agreement; or
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                        
|    | (f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | in the case of a Regulatory Compliance Matter, seven (7) years after the date of this Agreement.                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                        
|2.4 | The
      liability of Ergon under this Agreement and the other Transaction Documents
      other than the Deed of Tax Covenant shall be reduced if and to the extent
      that the subject matter of such Purchaser's Claim or Tax Warranty Claim
      (as the case may be) has been taken into account in calculating the amount
      of the Working Capital Adjustment, UK Net Debt Adjustment or Dutch Net
    Debt Adjustment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                        
|2.5 | In
      no event shall the aggregate liability of Ergon and each other member of
      the ICIGroup
      in respect of all Warranty Claims and/or Indemnity Claims and/or claims
      under the Deed of Tax Covenant exceed thirty per cent (30%) of the Basic
      Consideration. Additionally, and by way of separate cap solely for claims
      under the Environmental Deed, in no event shall the liability of Ergon
      under clause 3.1 of the Environmental Deed exceed thirty per cent (30%)
    of the Basic Consideration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                        
|2.6 | Neither
      Ergon nor any other member of the ICI Group shall be liable in respect
      of any General Warranty Claim to the extent that such General Warranty
      Claim would not have arisen but for any change in ownership of any member
      of the Purchaser's Group or of any of the assets of any such member of
      the Purchaser's Group after Completion and neither Ergon nor any other
      member of the ICI Group shall be liable in respect of any Warranty Claim
      to the extent that such Warranty Claim has arisen as a result of any change
      in any accounting policy by which a member of the Purchaser's Group or
      either of the Companies values its assets or any change in the application
      of any accounting basis, method, policy or practice of any member of the
      Purchaser's Group or either of the Companies introduced or having effect
      after the date of this Agreement which in either case is different from
      that adopted or used by the ICIGroup
      in the preparation of the Special Purpose Accounts, or the preparation
    of the Working Capital Statement or Closing Net Debt Statement.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                        
|2.7 | Neither
      the Purchaser nor any of the Purchasing Companies shall be entitled to
      recover under any General Warranty Claim to the extent that the same loss
      suffered or incurred by the Purchaser or the relevant Purchasing Company
      by reason of the facts or matters giving rise to such General Warranty
      Claim shall have been recovered by the Purchaser or the relevant Purchasing
    Company from the Warrantor under a Tax                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

153

---



Back to Contents

|    | Claim
          based upon the same facts or circumstances giving rise to such General
    Warranty Claim.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.  | LIMITATIONS
    RELATING TO THE TAX WARRANTIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.1 | Ergon
        shall have no liability under the Tax Warranties in respect of any Liability
        to Tax of the Companies to the extent that recovery in respect of that
        Liability to Tax has been made under the other Warranties or the Deed
    of Tax Covenant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|3.2 | The
        provisions of Clauses 4.1, 5, 8, 10 and 14 of the Deed of Tax Covenant
        shall apply to claims for breach of any of the Tax Warranties as if set
        out in this Agreement and where appropriate with references to a claim
        under Clause 3 (Covenant)
        of the Deed of Tax Covenant being replaced with references to a claim
        for breach of any Tax Warranty and references to Tax Liability being
    substituted by reference to liability for breach of any Tax Warranty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.  | OTHER
    PROVISIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.1 | For
        the avoidance of doubt and notwithstanding the other provisions of this
        Schedule 7 in relation to the written summaries referred to in Warranty
        6.6 of Part 1 (General
        Warranties (Business and Companies))
        of Schedule 6 (Warranties),
        the disclosure of information in summary form shall be limited to the
        information contained in such summaries and not be deemed to be a disclosure
    of the totality of the underlying Contract.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.2 | The
        amount paid by Ergon (or any other member of the ICI Group) to the Purchaser
        or any other member of the Purchaser's Group in respect of any successful
        Purchaser's Claim and/or Tax Claim against Ergon, or any other member
        of the ICI Group, under the Transaction Documents shall (to the extent
        possible) constitute or be deemed to constitute a reduction in the Total
        Consideration and shall (to the extent possible) be allocated to or against
        the consideration for the Business Assets or the Shares of the Company
        to which the Purchaser's Claim and/or Tax Claim relates so as to constitute
        or be deemed to constitute a reduction in the consideration for such
        Business Assets or such Shares. In the event that the amount of any successful
        Purchaser's Claim and/or Tax Claim exceeds the consideration given for
        the Business Assets or Shares of the Company to which the Purchaser's
        Claim or Tax Claim relates, the excess shall (to the extent possible)
        be allocated to or against any other consideration received by the relevant
    Business Seller or Company Seller as the case may be.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4.3 | The
        Purchaser will, and shall procure that the relevant members of the Purchaser's
        Group (in each case subject to and in accordance with the record retention
        policies of the relevant member of the Purchaser's Group in effect at
        the date of this Agreement or as varied from time to time (other than
        for the purposes of circumventing this Agreement)) will, retain and preserve
        all information, books, records, documents, Financial Records, Primary
        Books and Records, Secondary Books and Records and Technical Information
        (including information recorded or retained in any electronic form) of
        or relating to the Business which are or may be reasonably relevant in
        relation to any Purchaser's Claim or Tax Claim brought by the Purchaser,
        or any other member of the Purchaser's Group, against Ergon, or any other
        member of the ICIGroup,
        under the Transaction Documents for so long as any actual or prospective
    claims remain outstanding.                                                                                                                                                             

154

---



Back to Contents

|4.4 | No
      liability shall attach to the Sellers in respect of any Purchaser's Claim
      other than an Environmental Claim to the extent that liability in respect
      of such claim occurs or is increased directly or indirectly as a result
      of:                                                                                                                                                                                                                                                                             
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.5 | The
      Purchaser (for itself and as trustee for each Purchasing Company) acknowledges
      and agrees with Ergon (on behalf of itself and each other member of the
      ICI Group) that except for the Warranties and any other warranties or representations
      set out in any Transaction Document or Ancillary Agreement or as otherwise
      set out in this Agreement or any Transaction Document or Ancillary Agreement,
      no member of the ICI Group makes any express or implied representation or
      warranty:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.6 | The
      Purchaser (for itself and as trustee for each Purchasing Company) undertakes
      that it shall, acting in good faith, use all reasonable endeavours to include
      in any notice of a General Warranty Claim, Tax Claim or Indemnity Claim
      those facts and circumstances materially relevant to the claim, including,
      where practicable, anticipated quantum (or a reasonable estimate thereof).                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.7 | Without
      prejudice to each other provision of this Schedule 7, neither the Purchaser
      nor any Purchasing Company shall be entitled to make a Repeated Warranty
      Claim or recover any damages in respect of any such Repeated Warranty Claim
      if and to the extent that such a claim relates to facts, matters or circumstances
      which result in or arise from:                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

155

---



Back to Contents

|    |                                                                                                                                                                                          | obligations thereunder to a satisfactory standard which in relation to new
      customers would be in accordance with past practice;                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (c)                                                                                                                                                                                      | changes
      in                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                          | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                          | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                          | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (d)                                                                                                                                                                                      | changes
      arising from, or as a result of strike, lock-out or labour dispute (which
      has not arisen as a result of any breach by any member of the ICI Group
      of any binding agreement with any trade union, works council or similar
      body) or a strike, lock-out or labour dispute involving third parties (including,
      but not limited to, rail or road transportation providers) in each case,
      affecting the Business;                                                               
|    |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (e)                                                                                                                                                                                      | the
      effect of any actions or steps taken pursuant to and in accordance with
      the express terms of this Agreement;                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (f)                                                                                                                                                                                      | any
      loss, damage, cost or liability to the extent the same is or will be compensated
      for pursuant to the terms of this Agreement or any other Transaction Document,
      or otherwise, including by the receipt of insurance proceeds under any insurance
      policy maintained by any member of the ICI Group, now or in the future,
      or by a member of the ICI Group agreeing to indemnify, remedy or otherwise
      compensate the Purchaser or other relevant member of the Purchaser's Group;
|    |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (g)                                                                                                                                                                                      | the
      resignation or departure of any Employee or the refusal of any Employee
      to transfer his employment to a member of the Purchaser's Group for reasons
      other than for cause, including unfair or constructive dismissal;                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (h)                                                                                                                                                                                      | the
      declaration of force majeure by a customer or supplier of the Business;                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (i)                                                                                                                                                                                      | changes
      in, or disruption, to stock markets, interest rates, exchange rates or other
      economic conditions generally; or                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | (j)                                                                                                                                                                                      | any
      act, omission, transaction or arrangement (or any combination of any of
      the same) occurring after the date of this Agreement to the extent carried
      out in accordance with any written instructions or with the written consent
      of an authorised employee of the Purchaser, or any other member of the Purchaser's
      Group.                                                                                                                                                             
|    |                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.8 | Subject
      to Paragraph 4.9 below, the Purchaser shall not and shall procure that no
      other member of the Purchaser's Group shall make any claim or recover any
      damages in

156

---



Back to Contents

|     | respect of such claim pursuant to this Agreement, any other Transaction
      Document or Ancillary Agreement or otherwise in law or in equity (including
      without limitation any claim under common law):                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.9  | The
      Purchaser (and any relevant Purchasing Company) shall only be entitled to
      make a claim under the Environment Warranties or recover any damages in
      respect of such claim with respect to Environmental Deed Matters where and
      to the extent that there has been wilful non disclosure by the Warrantor
      after having made reasonably careful enquiries of those persons listed in
      Schedule 10 (Persons
      of whom enquiry was made relating to the Warranties)
      (but limited to those persons having the term "Environment" or "all" set
      out next to their name) of an Event (as defined in the Environmental Deed)
      that would otherwise constitute a breach of such Warranty at the date that
      such Warranty was given.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.10 | The
      provisions of the Environmental Deed shall not apply in respect of Toxic
      Torts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4.11 | For
      the purposes only of Paragraph 15.1 of Schedule 6 (Warranties),
      the Excluded Reports shall be deemed not to be disclosed unless specific
      reference has been made to any such Excluded Report against Paragraph 15.1
      of Schedule 6 (Warranties)
      in Appendix B (Specific
      Disclosures)
      to the Disclosure Letter and then only to the extent that the Excluded Reports
      relate to the matters disclosed in Appendix B (Specific
      Disclosures)
      to the Disclosure Letter.                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.   | CONDUCT
      OF UNASCERTAINED CLAIMS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.1  | If,
      at any time after the date of this Agreement, any Proceeding is brought
      by a third party against the Purchaser or any other member of the Purchaser's
      Group and/or against Ergon or any other member of the ICI Group, which constitutes
      an Unascertained Liability (a"Third
      Party Unascertained Liability Claim"),
      the provisions of this Paragraph 5 shall apply.                                                                                                                                                                                                                                                                                                                                                                            
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5.2  | If
      the Third Party Unascertained Liability Claim is brought against Ergon,
      or any other member of the ICI Group:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

157

---



Back to Contents

| |     | PROVIDED
      ALWAYS, while Ergon has conduct of such claim:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (d) | Ergon
      shall not make, or permit to be made, any settlement or compromise of all
      or part of a Third Party Unascertained Liability Claim which would by reason
      of the quantum of the settlement or compromise result in the Third Party
      Unascertained Liability Claim being deemed to be or constitute an Assumed
      Liability unless, in making such settlement or compromise, Ergon has acted
      reasonably. For these purposes, it is acknowledged and agreed by Ergon that
      Ergon shall not be deemed to have acted reasonably where the quantum of
      the compromise or settlement is reduced so as to render the claim being
      deemed to be an Assumed Liability as a result of being connected with or
      related to (i) a separate claim (being one that does not arise from and/or
      is not asserted as arising out of the same or a common cause (or causal
      claim) including any claims that arise as a result of the certification
      of a class or group action) or (ii) a separate commercial arrangement not
      involving the Purchaser or any other member of the Purchaser's Group;
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (e) | Ergon
      shall not make, or permit to be made, in connection with any settlement
      or compromise of a Third Party Unascertained Liability Claim any behavioural
      undertakings (which, for the avoidance of doubt, shall not include payment
      of any judgment or financial award) which bind any member of the Purchaser's
      Group;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (f) | Ergon
      shall not make or permit to be made, in connection with any settlement or
      compromise of a Third Party Unascertained Liability Claim, any admission
      of liability;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (g) | where
      a Third Party Unascertained Liability Claim is settled or determined for
      a sum which results in it being deemed to be an Assumed Liability (including,
      for the avoidance of doubt where the principal amount of the settlement
      or award is zero), the Purchaser shall assume such Third Party Unascertained
      Liability Claim and indemnify Ergon for all Losses in connection with such
      claim in accordance with Clause 4 (Liabilities),
      save that the Purchaser's liability for such Third Party Unascertained Liability
      Claim, shall be limited to the aggregate sum of the principal amount of
      the settlement or award (as the case may be) and the lower of:                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (h) | Ergon
      shall in any event keep the Purchaser informed as to the outcome of the
      claim and provide to the Purchaser a copy of the settlement agreement (if
      any) related to the claim and any other documents related to the claim as
      the Purchaser may reasonably require.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

158

---



Back to Contents

|5.3 | If
      the Third Party Unascertained Liability Claim is brought against the Purchaser
      or any other member of the Purchaser's Group, the Purchaser shall give written
      notice to Ergon (or shall procure that the relevant members of the Purchaser's
      Group shall give written notice to Ergon) as soon as reasonably practicable
      and in any event within 15 Business Days of such claim coming to the attention
      of the Purchaser.                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.4 | At
      the request of Ergon, the Purchaser shall, and shall procure that the relevant
      member of the Purchaser's Group shall, provide all such assistance and information
      as Ergon may reasonably require (including providing access to information
      and reasonable access to employees of the Purchaser and of relevant members
      of the Purchaser's Group).                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.5 | At
      any time after a notice of a Third Party Unascertained Liability Claim under
      Paragraph 5.3 being received by it, Ergon may give written notice to the
      Purchaser or the relevant member of the Purchaser's Group (as the case may
      be) specifying that Ergon (or another member of the ICI Group) elects to
      take conduct of such claim.                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.6 | If
      Ergon elects that it or any other member of the ICI Group is to take conduct
      of the Third Party Unascertained Liability Claim pursuant to Paragraph 5.5,
      the Third Party Unascertained Liability Claim shall be deemed irrevocably
      to be a Retained Liability (including for the avoidance of doubt where the
      principal amount of the settlement award is zero) for the purposes of Clause
      4 (Liabilities)
      and the Purchaser shall:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

159

---



Back to Contents

|    | (e)                                                                                                                                                 | Ergon shall in
        any event keep the Purchaser informed as to the outcome of the claim
        and provide to the Purchaser a copy of the settlement agreement (if any)
        related to the claim and any other documents related to the claim as
    the Purchaser may reasonably require.                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|5.7 | Pending
        any election by Ergon under Paragraph 5.5 or if Ergon elects that neither
    it nor any member of the ICI Group will take conduct:
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (a)                                                                                                                                                 | the Purchaser
        shall have the conduct of all proceedings relating to the Third Party
        Unascertained Liability Claim including the right to appoint legal and
    other professional advisers;                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (b)                                                                                                                                                 | the Purchaser
        shall be permitted to settle or compromise the claim as it sees fit,
    acting in its sole discretion;                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                     | PROVIDED
      ALWAYS, while the Purchaser has conduct of such claim:                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (c)                                                                                                                                                 | the Purchaser
        shall not make, or permit to be made, in connection with any settlement
        or compromise of a Third Party Unascertained Liability Claim any behavioural
        undertakings (which, for the avoidance of doubt, shall not include payment
        of any judgment or financial award) which bind any member of the ICI
    Group;                                                                                                                       
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (d)                                                                                                                                                 | where
        a Third Party Unascertained Liability Claim is settled or determined
        for a sum which causes it to be an Assumed Liability (including, for
        the avoidance of doubt where the principal amount of the settlement or
        award is zero), the Purchaser shall retain such Third Party Unascertained
        Liability Claim and indemnify Ergon for all Losses in connection with
        such claim in accordance with Clause 4 (Liabilities);
    and
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | (e)                                                                                                                                                 | where
        a Third Party Unascertained Liability Claim is settled or determined
        for a sum which causes it to be a Retained Liability, Ergon shall assume
        such Third Party Unascertained Liability Claim and indemnify the Purchaser
        for all Losses in connection with such claim in accordance with Clause
        4 (Liabilities)
    save that:                                                                                                        
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

160

---



Back to Contents

|5.8 | For
          the avoidance of doubt, where a Third Party Unascertained Liability
          Claim is brought against both Ergon (or any other member of the ICI
          Group) and the Purchaser (or any other member of the Purchaser's Group),
          Paragraph 5.2 shall apply to that part of the Third Party Unascertained
          Liability Claim which has been brought against Ergon (or the relevant
          other member of the ICI Group) and Paragraphs 5.3 to 5.7 (inclusive)
          shall apply to that part of the Third Party Unascertained Liability
          Claim which has been brought against the Purchaser (or the relevant
    other member of the Purchaser's Group).                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.  | CONDUCT
    OF RETAINED LIABILITY CLAIMS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|6.1 | If,
          at any time after the date of this Agreement, any Proceeding is brought
          by a third party against the Purchaser or any other member of the Purchaser's
          Group which causes or could reasonably be expected to cause Ergon,
          or any other member of the ICI Group, to be liable in respect of a
          Purchaser's Claim or which gives rise to or may give rise to a Retained
          Liability (other than an Environmental Indemnity Claim, a Warrington
          Claim, a Benzene Claim, an Asbestos Claim or an Unascertained Liability)
          (such claim or liability being a"Third
          Party Retained Liability Claim"),
          then the Purchaser shall give written notice to Ergon (or shall
          procure that the relevant members of the Purchaser's Group shall give
    written notice to Ergon) and shall, at the written request of Ergon:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

161

---



Back to Contents

|6.2 | Where
        both a member of the ICI Group and a member of the Purchaser's Group
        are named in a Third Party Retained Liability Claim, Ergon shall have
        conduct of the claim against the member of the ICI Group and the Purchaser
        shall have conduct of the claim against the member of the Purchaser's
        Group, and Ergon and the Purchaser shall co-operate in good faith regarding
        the conduct of such claims, including signing a joint defence agreement
        where appropriate. Subject to Paragraph 8 (Common
        Liability),
        the costs of such conduct shall be apportioned between the parties on
    an equitable basis.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.  | CONDUCT
    OF ASSUMED LIABILITY CLAIMS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.1 | If,
          at any time after the date of this Agreement, any Proceeding is brought
          by a third party against Ergon or any other member of the ICI Group
          which gives rise to or may give rise to an Assumed Liability (other
          than an Unascertained Liability) (such claim or liability being a"Third
          Party Assumed Liability Claim"),
          then Ergon shall give written notice to the Purchaser (or shall procure
    that the relevant members of the ICI          Group shall
          give written notice to the Purchaser) and shall, at the written request
    of the Purchaser:                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|7.2 | Where
          both a member of the ICI Group and a member of the Purchaser's Group
          are named in a Third Party Assumed Liability Claim, Ergon shall have
    conduct of the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

162

---



Back to Contents

|   | claim
            against the member of the ICI Group and the Purchaser shall have
            conduct of the claim against the member of the Purchaser's Group,
            and Ergon and the Purchaser shall co-operate in good faith regarding
            the conduct of such claims, including signing a joint defence agreement
            where appropriate. Subject to Paragraph 8 (Common
            Liability),
            the costs of such conduct shall be apportioned between the parties
    on an equitable basis.                                                                                                                                                                                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|8. | COMMON
    LIABILITY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Where,
    as a result of a Proceeding, both:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | are
          liable to make any payment to such third party, the external costs
          incurred in connection with such Proceedings, by any of the entities
          referred to in (a) and (b), and any interest agreed or determined as
          payable to a third party claimant in relation thereto shall, subject
          to any express provision in Paragraphs 5 to 7 of this Schedule 7, be
          borne by the relevant member of the ICI Group and the Purchaser's Group
          pro rata to their obligations to make such payments after giving effect
          to any right of recovery by any member of the ICI Group from any member
          of the Purchaser's Group or by any member of the Purchaser's Group
    from any member of the ICI Group under the Transaction Documents.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|9. | NOTICES
    UNDER THIS SCHEDULE 7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | All
          notices and other communications given or required to be given pursuant
          to Paragraphs 5 to 8 of this Schedule 7 shall comply with the provisions
          of Clause 33 (Notices),
    as modified as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

163

---



Back to Contents

SCHEDULE 8 
ALLOCATION OF CONSIDERATION



164

---



Back to Contents

SCHEDULE
  9THE
  EXCLUDED ASSETS AND EXCLUDED CONTRACTS



165

---



Back to Contents

SCHEDULE
  10PERSONS OF
  WHOM ENQUIRY WAS MADE RELATING TO THE WARRANTIES



166

---



Back to Contents

SCHEDULE
  11

DETERMINATION
  AND CERTIFICATION OF WORKING CAPITALADJUSTMENT

In this Schedule
  11 the following expression (which is additional to those defined in Clause
  1.1 (Defined
  Terms)) shall
  have the meaning assigned to it below:

"Review
  Period"means
  the period of 60 Business Days following the delivery to Ergon of the Working
  Capital Statement pursuant to Paragraph 3.1 (Issue
  of the Working Capital Statement)
  of this Schedule 11.

Part
  1The
  Working Capital Statement

|1.  | THE
      WORKING CAPITAL STATEMENT AND WORKING CAPITAL VALUE                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                      
|1.1 | The
      Working Capital Statement shall be prepared by the Purchaser within sixty
      (60) Business Days following Completion in the same format (subject to Paragraph
      2.1 (Debtors
      and Creditors)
      as set out in Part 2 (Pro
      Forma Working Capital Statement)
      of this Schedule 11.                 
|    |                                                                                                                                                                                                                                                                                                                                      
|1.2 | The
      Working Capital Value shall be the amount, determined by reference to the
      Working Capital Statement, as representing the sum of:                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                      
|2.  | BASIS
      OF PREPARATION                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                      
|2.1 | Debtors
      and Creditors                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                      
|    | For
      the purpose of the Working Capital Statement, the line item which comprise
      "proforma debtors" in the Pro Forma Working Capital Statement shall consist
      of Debtors only and the line items which comprise "proforma creditors" in
      the Pro Forma Working Capital Statement shall consist of Creditors only.
|    |                                                                                                                                                                                                                                                                                                                                      
|2.2 | Policies
      and Procedures                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                      
|    | Subject
      to Paragraph 2.1 the Working Capital Statement shall:                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                      
|    | (a)                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                  

167

---



Back to Contents

|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | subject
      to sub-paragraph (a), be prepared in accordance with generally accepted
      accounting principles and practices in the United Kingdom;                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                          
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | be
      prepared on the basis that it relates to the Business as a going concern
      and exclude any effects of the change of control or ownership of the Business
      or any part of it contemplated by this Agreement or any other effect of
      this Agreement;
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                          
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | represent
      an aggregation of individual statements prepared for:                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (i)                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | (ii)                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                          
|    | Sub-Paragraphs
        (a), (b) and (c) above are intended to be applied as a hierarchy, with
        sub-paragraph (a) being applied first and with sub-paragraphs (b) and
        (c) being applied only where ambiguity remains following application of
        the previous sub-paragraph. The provisions of each of sub-paragraph (d)
        and (e) shall be specifically applied in accordance with their terms and
        notwithstanding any inconsistency with sub-paragraphs (a), (b) and (c).                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                          
|    | In
      arriving at the Final Certificate of the Working Capital Adjustment no account
      shall be taken of any event or change in circumstances which occurs after
      the date of delivery of the Working Capital Statement to Ergon but account
      may be taken of events or changes in circumstances occurring before this
      date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                          
|3.  | PROCEDURE
      FOR DETERMINING WORKING CAPITAL ADJUSTMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                          
|3.1 | Issue
      of the Working Capital Statement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                          
|    | Within
      sixty (60) Business Days of Completion, the Purchaser shall issue the Working
      Capital Statement to Ergon together with a schedule showing the calculation
      of the Working Capital Value and Working Capital Adjustment as well as a
      certificate in respect of the Working Capital Adjustment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                          
|3.2 | Access
      to working papers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                          
|    | To
      enable Ergon to review the Working Capital Statement and present any objections
      referred to in Paragraph 3.3(If
      Ergon disagrees with calculation),
      the Purchaser shall, and shall procure that each member of the Purchaser's
      Group shall, following the issue of the Working Capital Statement, give
      Ergon and its advisers reasonable access at all reasonable times (until
      the Final Certificate of the Working Capital Adjustment has been issued)
      to all records, working papers and other information relating to the Working
      Capital Statement and generally shall provide Ergon and its advisers with
      such other information and assistance as Ergon and its advisers may reasonably
      request to determine whether the Working Capital Statement has been prepared
      in accordance with this Schedule 11.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                          
|3.3 | If
      Ergon disagrees with calculation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

168

---



Back to Contents

|    | Ergon
      shall before the end of the Review Period, either issue its confirmation
      of the schedule and certificate or shall state in writing to the Purchaser
      that it disagrees with the schedule and certificate giving the basis and
      the reasons therefor. If Ergon shall disagree with any matter affecting
      the calculation of the Working Capital Value or the Working Capital Adjustment
      then it shall attempt to resolve the issue with the Purchaser. Any such
      resolution which enables the Working Capital Value or the Working Capital
      Adjustment to be agreed shall be expressed in a joint confirmation (the"Joint
      Resolution"),
      signed by both Ergon and the Purchaser, stating the Working Capital Value
      and the Working Capital Adjustment. If no Joint Resolution shall be issued
      within ninety (90) Business Days of the schedule and certificate having
      been submitted to Ergon, the matter shall be referred to a firm of independent
      chartered accountants jointly agreed upon between Ergon and the Purchaser
      or (failing such agreement) appointed, at the request of either Ergon or
      the Purchaser at any time, by the President from time to time of the Institute
      of Chartered Accountants in England and Wales, which firm (the"Independent
      Accountants")
      shall then determine the matter in dispute and, shall determine the Working
      Capital Value and the Working Capital Adjustment. The Independent Accountants
      shall act as experts and not as arbitrators. Their decision shall be communicated
      in writing to Ergon and the Purchaser and shall be final and binding upon
      Ergon and the Purchaser. The costs of the Independent Accountants in connection
      with all matters specified in this Schedule 11 shall be borne equally by
      the parties.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.4 | Records
      etc. to be made available                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | Ergon
      and the Purchaser shall each use all reasonable endeavours to procure that
      all records, working papers and other information within their respective
      possession or control as may be reasonably required by the Independent Accountants
      for the purposes of this Schedule 11, shall be made available upon a request
      for them and each of Ergon and the Purchaser shall generally render all
      reasonable assistance reasonably necessary for the determination of the
      Working Capital Value and the Working Capital Adjustment by the Independent
      Accountants.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|3.5 | Meaning
      of "Final Certificate of the Working Capital Adjustment"                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | For
      the purposes of this Agreement the"Final
      Certificate of the Working Capital Adjustment"shall mean:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

169

---



Back to Contents

| | (c)                                                                                                                                                                                                            | the written
      decision of the Independent Accountants (if any matter shall be referred
      to the Independent Accountants as mentioned in Paragraph 3.3 (If
      Ergon disagrees with calculation))
      in which case the certificate shall, for the purposes of the Agreement,
      be treated as issued five (5) Business Days after the date upon which the
      decision shall have been given.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                               
| | The
      Final Certificate of Working Capital Adjustment (as defined above) shall
      (in the absence of manifest error on the face of the document) be final
      and binding on Ergon and the Purchaser.

170

---



Back to Contents

Part
  2
  Pro Forma Working Capital Statement1

|                                                | Indopco,
      Inc. | Nacan
      Products   | Vinamul
      B.V.      | Vinamul
      Limited | Total     
|----------------------------------------------- | ------------------- | ---------------------- | ----------------------- | --------------------- | ----------
|                                                | (the
      U.S.)    | Limited
      (Canada) | (the
      Netherlands) | (UK)                  | U.S.$(000)
|Stock                                           | 8,205               |                        | 1,453                   |                       | 3,565     
|Proforma
      debtors, comprising:             |                     |                        |                         |                       |           
|Third
      party debtors                       | 13,145              |                        | 3,744                   |                       | 10,062    
|Internal
      debtors(2)                       | 11,272              |                        | 722                     |                       | 6,101     
|Prepaid
      expenses/other current assets     | 164                 |                        | 108                     |                       | 378       
|Proforma
      creditors, comprising:           |                     |                        |                         |                       |           
|Third
      party creditors                     | (21,584)            |                        | (5,245)                 |                       | (14,028)  
|Accrued
      expenses(3)                       | (1,849)             |                        | (413)                   |                       | (4,798)   
|Total
      Pro Forma Working Capital Value     | 9,353               |                        | 369                     |                       | 1,280     
|Adjustment
      to Allocation of Consideration |                     |                        |                         |                       |           
|Business
      Cash Consideration               |                     |                        |                         |                       |           
|United
      States (to be allocated)           |                     |                        |                         |                       |           
|Canada                                          |                     |                        |                         |                       |           
|Share
      Consideration                       |                     |                        |                         |                       |           
|UK Company                                      |                     |                        |                         |                       |           
|Dutch
      Company                             |                     |                        |                         |                       |           
|Total                                           |                     |                        |                         |                       |           
|                                                |                     |                        |                         |                       |           

|  |                                                                                                                                                                                                     
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1 | The base
      working capital has been calculated using constant 2003 average exchange
      rates as follows; GBP = 1.63458 USD, Euro = 1.130384 USD, CAD = 0.71424
      USD.                    
|2 | The base
      working capital has been calculated on the basis of 75 day payment terms.                                                                                                            
|3 | Accrued
      expenses in the US exclude short-term portions of pension (1,730) and post-retirement
      benefits (24). These items will also be excluded from the Working Capital
      Statement.

171

---



Back to Contents

SCHEDULE
  12
  DEBT

Part
  1Closing
  Net Debt Statement

|1. | The
      Closing Net Debt Statement shall be prepared and agreed in accordance with
      the provisions of this Part 1 of Schedule 12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | The
      Closing Net Debt Statement shall:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | The
      Closing Net Debt Statement shall be prepared on the basis that it relates
      to each of the Companies as respective going concerns and excludes any effects
      of the change of control or ownership of either of them contemplated by
      the Transaction Documents or any other effect of the Transaction Documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | Each
      of the UK Final Financial Debt, the UK Final Cash Balance, the UK Intra-Group
      Borrowings, the UK Intra-Group Lending, the Dutch Final Financial Debt,
      the Dutch Final Cash Balance, the Dutch Intra-Group Borrowings and the Dutch
      Intra-Group Lending in the Closing Net Debt Statement shall be reconciled
      to the extent practicable between the records of the payer and those of
      the payee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|5. | The
      provisions of each of Paragraphs 3.1 (Issue
      of the Working Capital Statement),
      3.2 (Access
      to working papers),
      3.3 (If
      Ergon disagrees with calculation)
      and 3.4 (Records
      etc. to be made available)
      of Part 1 of Schedule 11 (Determination
      and Certification of Working Capital Adjustment)
      shall apply to the preparation of the Closing Net Debt Statement as if each
      of those Paragraphs were set out in this Part 1 of Schedule 12 in full with
      the exception that each reference to "Working Capital Statement" shall be
      replaced with "Closing Net Debt Statement" and references to the "Working
      Capital Value" are replaced with the "UK Final Financial Debt", the "UK
      Final Cash Balance", the "UK Intra-Group Borrowings" and the "UK Intra-Group
      Lendings", the "Dutch Final Financial Debt", the " Dutch Final Cash Balance",
      the "Dutch Intra-Group Borrowings" and the " Dutch Intra-Group Lendings"
      (as the case may be) and references to "Working Capital Adjustment" are
      replaced with the "UK Net Debt Interest Adjustment" and the "Dutch Net Debt
      Interest Adjustment" (as the

172

---



Back to Contents

| | case may
      be) and references to "this Schedule 11" are replaced with references to
      "this Schedule 12".
| | -----------------------------------------------------------------------------------------------------------------

173

---



Back to Contents

Part
  2
  Repayment of Net Debt

|1.  | FINANCIAL
      DEBT OR CASH BALANCE                                                                                                                                                                                                                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                   
|1.1 | In
      this Schedule 12 the following expressions (which are additional to those
      defined in Clause 1.1 (Defined
      terms))
      shall have the meanings assigned to them below:                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                   
|    | "Dutch
      Final Cash Balance Interest"means an amount equal to the interest on the Dutch Final Cash Balance at:                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                   
|    | (a)                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                   
|    | (b)                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                   
|    | in
      each case (accrued daily and compounded annually).                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                   
|    | "Dutch
      Final Financial Debt Interest"means an amount equal to the interest on the Dutch Final Financial Debt
      at:                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                   
|    | (c)                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                   
|    | (d)                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                   
|    | in
      each case (accrued daily and compounded annually).                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                   
|    | "Dutch
      Intra-Group Borrowings Interest"means an amount equal to the interest on the Dutch Intra-Group Borrowings
      at the rate applicable to such amount owed in accordance with the terms
      on which it was lent for the period from and including the Transfer Time
      up to but excluding the date of payment;
|    |                                                                                                                                                                                                                                                                                                                                   
|    | "Dutch
      Intra-Group Lendings Interest"means an amount equal to the interest on the Dutch Intra-Group Lendings
      at the rate applicable to such amount owed in accordance with the terms
      on which it was lent for the period from and including the Transfer Time
      up to but excluding the date of payment;    
|    |                                                                                                                                                                                                                                                                                                                                   
|    | "Increased
      Dutch Rate"means, in relation to interest accruing in respect of any day, a rate of
      two per cent (2%) per annum above the Initial Dutch Rate;                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                   
|    | "Increased
      UK Rate"means, in relation to interest accruing in respect of any day, a rate of
      one per cent (1%) per annum above the Initial UK Rate;                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                   
|    | "Initial
      Dutch Rate"means, in relation to interest accruing in respect of any day, a rate equivalent
      to the prevailing European Central Bank benchmark lending rate as quoted
      in the Financial Times;                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                   
|    | "Initial
      UK Rate"means, in relation to interest accruing in respect of any day, a rate equivalent
      to the prevailing base rate quoted by Barclays Bank plc;                                                                                                                                                            

174

---



Back to Contents

|    | "UK
      Final Cash Balance Interest"means an amount equal to the interest on the UK Final Cash Balance at:                                                                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                 
|    | (e)                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                 
|    | (f)                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                 
|    | "UK
      Final Financial Debt Interest"means an amount equal to the interest on the UK Final Financial Debt at:                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                 
|    | (g)                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                 
|    | (h)                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                 
|    | "UK
      Intra-Group Borrowings Interest"means an amount equal to the interest on the UK Intra-Group Borrowings at
      the rate applicable to such amount owed in accordance with the terms on
      which it was lent for the period from and including the Transfer Time up
      to but excluding the date of payment;    
|    |                                                                                                                                                                                                                                                                                                                                 
|    | "UK
      Intra-Group Lendings Interest"means an amount equal to the interest on the UK Intra-Group Lendings at
      the rate applicable to such amount owed in accordance with the terms on
      which it was lent for the period from and including the Transfer Time up
      to but excluding the date of payment;        
|    |                                                                                                                                                                                                                                                                                                                                 
|1.2 | The"UK
      Net Debt Interest Adjustment"shall
      be the amount by which (i) the sum of the UK Final Financial Debt Interest
      and the UK Intra-Group Borrowings Interest is greater than or less than
      (ii) the sum of the UK Final Cash Balance Interest and the UK Intra-Group
      Lendings Interest.         
|    |                                                                                                                                                                                                                                                                                                                                 
|1.3 | The"Dutch
      Net Debt Interest Adjustment"shall be the amount by which (i) the sum of the Dutch Final Financial Debt
      Interest and the Dutch Intra-Group Borrowings Interest is greater than or
      less than (ii) the sum of the Dutch Final Cash Balance Interest and the
      Dutch Intra-Group Lendings Interest.
|    |                                                                                                                                                                                                                                                                                                                                 
|2.  | INTRA-GROUP
      LENDINGS AND BORROWINGS                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                 
|2.1 | Within
      five Business Days of the agreement or determination of the Closing Net
      Debt Statement:                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                             

175

---



Back to Contents

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | shall
      be paid by the Purchaser or the relevant Company to Ergon (on behalf of
      itself or the other member(s) of the ICI Group to which such payable is
      owed); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | in the
      case of any UK Intra-Group Lendings or Dutch Intra-Group Lendings, Ergon
      shall procure that the amount of such receivable, together with the aggregate
      of the interest on each amount owed by Ergon or any other member of the
      ICI Group comprised in such UK Intra-Group Lendings or Dutch IntraGroup
      Lendings at the rate applicable to such amount owed in accordance with terms
      on which it was lent for the period from and including the Transfer Time
      up to but excluding the date of payment, shall be paid by Ergon or the relevant
      other member of the ICI Group to the Purchaser (on behalf of the Company
      to which such receivable is owed).
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|2.2 | Where
      any payments are to be made pursuant to Paragraphs 2.1(a) or 2.1(b) on the
      same date by the Purchaser (on behalf of itself or the relevant member of
      the Purchaser's Group) to Ergon (on behalf of itself or the relevant member
      of the ICI Group) or by Ergon (on behalf of itself or the relevant member
      of the ICI Group) to the Purchaser (on behalf of itself or the relevant
      member of the Purchaser's Group) as the case may be, such payments shall
      be aggregated (unless applicable local regulations require the payment concerned
      to be made in the relevant jurisdiction between the relevant parties) and
      the net amount due from the Purchaser to Ergon or Ergon to the Purchaser
      (or to any other relevant member of their respective Groups) shall be paid.
      Notwithstanding any aggregation or netting of payments against each other,
      each of Ergon on the one hand, and the Purchaser, on the other hand, undertakes
      to the other that they shall, after the making of such payments, formally
      record and allocate each payment as such separate transactions as are necessary
      to ensure that such member receives and pays all amounts which would have
      been received or paid on its behalf by the Purchaser or Ergon (or any other
      relevant member of their respective Groups) had the payments envisaged by
      Paragraphs 2.1(a) or 2.1(b) been made individually.

176

---



Back to Contents

SCHEDULE
  13 
  THE COMPANIES



177

---



Back to Contents

SCHEDULE
  14EXCLUSIVE
  EMULSION POLYMERS



178

---



Back to Contents

SCHEDULE
  15
  CONDITION



179

---



Back to Contents

SCHEDULE 16
  THE DOCUMENTS IN THE AGREED TERMS

180

---



Back to Contents

SCHEDULE 17
  THE REORGANISATION DOCUMENTS

181

---



Back to Contents

SCHEDULE 18
  RELEVANT COMPETITION AUTHORITIES

182

---



Back to Contents

SCHEDULE
        19
  THE EMPLOYEES

183

---



Back to Contents

SCHEDULE 20INFORMATION TECHNOLOGY

184

---



Back to Contents

SCHEDULE 21GLOSSARY OF DEFINED TERMS





185

---



Back to Contents

SCHEDULE 22
  SHARED CONTRACTS





186

---



Back to Contents

SCHEDULE 23
  THE NO EMBARRASSMENT PAYMENT





187

---



Back to Contents

SCHEDULE 24
  STEP
  UP ADJUSTMENT





188

---



Back to Contents

SCHEDULE 25Acrylate Supply for the Business in North America





189

---



Back to Contents

|EXECUTION:                               |  
|---------------------------------------- | -
|                                         |  
|                                         |  
|                                         |  
|                                         |  
|SIGNED by Andrew Ramsey duly             | )
|authorised attorney for and on behalf of | )
|ERGON INVESTMENTS UK LIMITED             | )
|                                         |  
|                                         |  
|                                         |  
|                                         |  
|                                         |  
|SIGNED by Bruce Bennett duly authorised  | )
|attorney for and on behalf of            | )
|CELANESE AMERICAS                        | )
|CORPORATION                              |  

190

---