Exhibit 10.11


                                                               Execution Version


                  PIK ON-LOAN TRANSFER AND ASSUMPTION AGREEMENT
                                (the "AGREEMENT")



between


1.   Pool Sub-Financing Helsinki Oy, Mikonkatu 15A, 01100 Helsinki ("FIN NEWCO
     III"),

2.   Pool Financing Helsinki Oy, Mikonkatu 15A, 01100 Helsinki ("FIN NEWCO II"),

3.   Sanitec Oy, Mikonkatu 15A, 01100 Helsinki ("FIN NEWCO I"),

4.   Sanitec International S.A., 19-21 boulevard du Prince Henri, L-1724
     Luxembourg, Grand-Duche de Luxembourg ("LUX NEWCO II "),

5.   Pool Acquisition S.A., 19-21 boulevard du Prince Henri, L-1724 Luxembourg,
     Grand-Duche de Luxembourg ("LUX NEWCO")

                                       and

6.   Bayerische Hypo- und Vereinsbank AG ("PIK LENDER")




PREAMBLE:

1.   Fin NewCo I is a 100% subsidiary of Lux NewCo II and Lux NewCo II is
     approximately a 93 % subsidiary of Lux NewCo. Lux NewCo II also holds 100 %
     of all shares in Fin NewCo III which holds 100 % of all shares in Fin Newco
     II.

2.   Fin NewCo III is borrower under a EUR 60,000,000 pik loan agreement (the
     "PIK LOAN AGREEMENT"; the loan referred to as the "PIK LOAN") with
     Bayerische Hypo- und Vereinsbank AG as lender.

3.   Fin NewCo II is borrower under a EUR 60,000,000 pik on-loan agreement (the
     "PIK ON-LOAN AGREEMENT I"; the loan referred to as the "PIK ON-LOAN I")
     with Fin NewCo III as lender.

4.   Fin NewCo I, as successor to Pool Acquisition Helsinki Oy, is borrower
     under a EUR 60,000,000 pik on-loan agreement (the "PIK ON-LOAN AGREEMENT
     II"; the loan referred to as the "PIK ON-LOAN II") with Fin NewCo II as
     lender.

5.   Lux NewCo II intends to issue notes (the "SENIOR NOTES") on the basis of an
     indenture. The proceeds of the issuance of Senior Notes shall be on lent to
     Fin NewCo I for the purpose of partially refinancing existing debt of Fin
     NewCo I. In connection with the


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     issuance of the Senior Notes it is necessary to establish a structure in
     which the claims of the PIK Lender under the PIK Loan Agreement are
     structurally subordinated to the claims of holders of the Senior Notes.
     Therefore, the parties of this Agreement and the PIK Lender agreed that the
     structure shall be such that Lux NewCo is borrower under the PIK Loan
     Agreement whereas Lux NewCo II is borrower under the PIK On-Loan Agreement
     I and lender under the PIK On-Loan Agreement II.



NOW, THEREFORE, IT IS AGREED as follows:

1.   DEFINITIONS

     Capitalised terms used herein shall have the same meaning as defined in the
     PIK Loan Agreement unless expressly otherwise defined in this Agreement.

2.   TRANSFER AND ASSUMPTION I

     2.1 Lux NewCo hereby expressly assumes all liabilities and obligations of
         Fin NewCo III and accepts assignment of all rights from Fin NewCo III
         under the PIK Loan Agreement in consideration for Fin NewCo III
         transferring all rights it has under the PIK On-Loan Agreement I to Lux
         NewCo.

     2.2 The PIK Lender hereby expressly consents to the assumption of all
         liabilities and obligations by Lux NewCo as set out in 2.1 and
         expressly approves the assignment of all rights of Fin NewCo III under
         the PIK Loan Agreement to Lux NewCo as set forth in 2.1. The parties
         agree that Fin NewCo III shall be released from all existing or future
         liabilities under the PIK Loan Agreement.

3.   TRANSFER AND ASSUMPTION II

     3.1 Lux NewCo II hereby expressly assumes all liabilities and obligations
         of Fin NewCo II and accepts assignment of all rights from Fin NewCo II
         under the PIK On-Loan Agreement I in consideration for Fin NewCo II
         transferring all rights it has under the PIK On-Loan Agreement II to
         Lux NewCo II.

     3.2 Fin NewCo III hereby expressly consents to the assumption of all
         liabilities and obligations by Lux NewCo II as set out in 3.1 and
         expressly approves the assignment of all rights of Fin NewCo II under
         the PIK On-Loan Agreement I to Lux NewCo II as set forth in 3.1. The
         parties agree that Fin NewCo II shall be released from all existing or
         future liabilities under the PIK On-Loan Agreement I.

     3.3 Lux NewCo hereby expressly assumes all liabilities and obligations of
         Fin NewCo III under the PIK On-Loan Agreement I. All rights of Fin
         NewCo III under the PIK On-Loan Agreement I shall be assigned to Lux
         NewCo. Lux NewCo accepts such assignment.


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     3.4 Fin NewCo II hereby expressly consents to the assumption of all
         liabilities and obligations by Lux NewCo as set out in 3.3 and
         expressly approves the assignment of all rights of Fin NewCo III under
         the PIK On-Loan Agreement I to Lux NewCo as set forth in 3.3. The
         parties agree that Fin NewCo III shall be released from all existing or
         future liabilities under the PIK On-Loan Agreement I. The parties agree
         that the version of the PIK On-Loan Agreement I attached as Schedule I
         to this agreement shall supercede the original PIK On-Loan Agreement I,
         including any changes in the terms or conditions.

4.   TRANSFER AND ASSUMPTION III

     4.1 Lux NewCo II hereby expressly assumes all liabilities and obligations
         of Fin NewCo II under the PIK On-Loan Agreement II. All rights of Fin
         NewCo II under the PIK On-Loan Agreement II shall be assigned to Lux
         NewCo II. Lux NewCo II accepts such assignment.

     4.2 Fin NewCo I hereby expressly consents to the assumption of all
         liabilities and obligations by Lux NewCo II as set out in 4.1 and
         expressly approves the assignment of all rights of Fin NewCo II under
         the PIK On-Loan Agreement II to Lux NewCo II as set forth in 4.1. The
         parties agree that Fin NewCo II shall be released from all existing or
         future liabilities under the PIK On-Loan Agreement II. The parties
         agree that the version of the PIK On-Loan Agreement II attached as
         Schedule II to this agreement shall supercede the original PIK On-Loan
         Agreement II, including any changes in the terms or conditions.

5.   CONDITION PRECEDENT

     The transfers and the assumptions as set forth under sections 2, 3 and 4
     are subject to the issuance of the Senior Notes having been completed.

6.   REIMBURSEMENT OF COST, EXPENSES AND TAXES

     Fin NewCo I undertakes to pay and to reimburse or indemnify Lux NewCo and
     Lux NewCo II, on a full indemnity basis, for or against all costs,
     expenses, charges and fees, which shall include, without limitation, stamp,
     registration fees and reasonable legal fees and disbursements of external
     legal advisers (collectively the "COSTS"), incurred or sustained by the
     named parties in connection with the preparation, drafting and negotiation
     of this Agreement and the completion of all further transactions therein or
     herein contemplated. All fees and expenses payable pursuant to this Clause
     shall be paid together with value added tax or any similar tax (if any)
     properly chargeable thereon.

7.   LAW

     This Agreement shall be governed by and construed in accordance with the
     laws of England and Wales.


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8.   AMENDMENT

     Any amendment to or variation of this Agreement shall be made in writing in
     order to be valid and binding upon the parties hereto. The parties hereto
     may not waive the form requirement of writing other than in writing by
     signing an amendment hereto.

9.   JURISDICTION

     The ordinary courts of England and Wales shall have jurisdiction in respect
     of any dispute arising out of or in connection with this Agreement
     including its validity.

10.  PARTIAL INVALIDITY

     If at any time any provision hereof or part thereof is or becomes illegal,
     invalid or unenforceable, the legality, validity or enforceability of the
     remaining provisions hereof shall in no way be affected or impaired
     thereby. The illegal, invalid or unenforceable provision shall be deemed to
     be substituted by a valid, legal and enforceable provision, which reflects
     the intention of the parties hereto to the extent that this is legally
     possible.

11.  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

     A person who is not a party to this Agreement has no right under the
     Contracts (Rights of Third Parties) Act 1999 to enforce any term of this
     Agreement but this does not affect any right or remedy of a third party
     which exists or which is available apart form that Act.


Signed for and on behalf of:

Pool Sub-Financing Helsinki Oy


________________________________




Pool Financing Helsinki Oy


________________________________

Sanitec International S.A.


________________________________





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Sanitec Oy


________________________________



Pool Acquisition S.A.


________________________________



Signed for and on behalf:

Bayerische Hypo- und Vereinsbank AG


________________________________