Exhibit  4.4


                   FORM OF MANAGEMENT STOCKHOLDER'S AGREEMENT
                   ------------------------------------------


     This  Management Stockholder's Agreement (this "Agreement") is entered into
                                                     ---------
as  of  the date set forth on the signature page hereof between BORDEN CHEMICAL,
INC.,  a  New  Jersey corporation (the "Company"), and the individual whose name
                                        -------
and  address appears on the signature page hereof (the "Purchaser" and, together
                                                        ---------
with  the  Company,  the  "Parties").
                           -------


                                    RECITALS
                                    --------

     This  Agreement  is  one  of  several  agreements  ("Other  Purchasers'
                                                          ------------------
Agreements")  which  have  been,  or  which  in the future will be, entered into
between  the  Company  and other individuals who are or will be key employees of
the  Company  or one of its subsidiaries (collectively, the "Other Purchasers").
                                                             ----------------

     The  Company  has  agreed  to sell to the Purchaser the number of shares of
common  stock, par value $.01 per share (the "Common Stock"), of the Company set
                                              ------------
forth on the signature page hereof (the "Purchase Stock") at a purchase price of
                                         --------------
$_____ per share (the "Purchase Price").  In addition, the Company will grant to
                       --------------
the  Purchaser  an  option or options to purchase Common Stock ("Options") at an
                                                                 -------
exercise  price  of  $_____  per  share  pursuant to the terms of the 1996 Stock
Purchase  and  Option  Plan  for  Key  Employees  of  Borden  Chemical, Inc. and
Subsidiaries,  as amended (the "Option Plan") and the Non-Qualified Stock Option
                                -----------
Agreement,  the  form  of  which  is  attached  hereto  as  Exhibit  A.

                                    AGREEMENT
                                    ---------

     To  implement  the  foregoing and in consideration of the mutual agreements
contained  herein,  the  Parties  agree  as  follows:

                1.  Purchase of Stock; Issuance of Options.  (a) On or prior
                    --------------------------------------
to  the  purchase  date  (or such later date to which the Company and the
Purchaser agree in writing), (i) the Company will deliver the Purchase Stock and
the Purchaser shall pay the Company the Purchase Price for each share delivered;
and  (ii) the Company will grant the Options described above to the Purchaser in
accordance  with,  and  subject  to  the  terms and conditions contained in, the
Option  Plan  and  the  Non-Qualified  Stock  Option  Agreement.

               (b)  The  Parties  shall execute and deliver to each other copies
of  the  Non-Qualified  Stock Option Agreement concurrently with the issuance of
the  Options.

                2.  Purchaser's  Representations,  Warranties  and Agreements.
                    ----------------------------------------------------------
(a) The Purchaser hereby represents and warrants that he is acquiring the
Purchase Stock and, at the time of exercise or other acquisition, all other
Stock (as defined in Section 8) for investment for his own account and not with
a view to, or for resale in connection with, the distribution or other
disposition thereof. The Purchaser agrees and acknowledges that he will not,
directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or
otherwise dispose of any shares of the Stock unless such transfer, sale,
assignment, pledge, hypothecation or other disposition complies with Section 3
of this Agreement and (i) the transfer, sale, assignment, pledge, hypothecation
or other disposition is pursuant to an effective registration statement under
the Securities Act of 1933, as amended, or the rules and regulations in effect
thereunder (the "Act"), and any applicable state securities law or (ii) counsel
                  ---
for  the Purchaser (which counsel shall be acceptable to the Company) shall have
furnished the Company with an opinion, satisfactory in form and substance to the
Company, that no such registration is required because of the availability of an
exemption  from  registration  under the Act and any applicable state securities
law.  Notwithstanding  the  foregoing,  the Company acknowledges and agrees that
any  of  the  following  transfers  are deemed to be in compliance with the Act,
applicable  state securities law and this Agreement and no opinion of counsel is
required  in  connection therewith: (x) a transfer made pursuant to Section 4, 5
or  6  hereof,  (y) a transfer upon the death of the Purchaser to his executors,
administrators,  testamentary  trustees,  legatees  or  beneficiaries  (the
"Purchaser's  Estate")  or  a  transfer  to  the  executors,  administrators,
 ---------------------
testamentary  trustees,  legatees  or beneficiaries of a person who has become a
holder of Stock in accordance with the terms of this Agreement, provided that it
                                                                --------
is  expressly  understood  that  any  such  transferee  shall  be  bound  by the
provisions of this Agreement and (z) a transfer made after the Vesting Reference
Date (as defined below) in compliance with the federal and state securities laws
to  a  trust,  custodianship or limited partnership the beneficiaries or limited
partners  of  which  may  include  only  the Purchaser, his spouse or his lineal
descendants  (a  "Purchaser's  Trust")  or  a  transfer  made  after  the  third
                  ------------------
anniversary  of  the  Vesting Reference Date to such a trust by a person who has
become  a  holder  of  Stock  in  accordance  with  the terms of this Agreement,
provided that such transfer is made expressly subject to this Agreement and that
--------
the transferee agrees in writing to be bound by the terms and conditions hereof.

          For  purposes  of  this  Agreement,  the term "Vesting Reference Date"
shall  mean the  date  so  identified  and  set  forth  on  the  signature
page  hereof.

               (b)  The  certificate  (or  certificates)  representing the Stock
shall  bear  the following  legend:

"THE  SHARES  REPRESENTED  BY  THIS  CERTIFICATE  MAY  NOT BE TRANSFERRED, SOLD,
ASSIGNED,  PLEDGED,  HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS SUCH TRANSFER,
SALE,  ASSIGNMENT,  PLEDGE, HYPOTHECATION OR OTHER DISPOSITION COMPLIES WITH THE
PROVISIONS  OF  THE  MANAGEMENT STOCKHOLDER'S AGREEMENT BETWEEN BORDEN CHEMICAL,
INC. ("THE COMPANY") AND THE PURCHASER NAMED ON THE FACE HEREOF (A COPY OF WHICH
IS  ON  FILE  WITH  THE  SECRETARY  OF  THE  COMPANY).

               (c)  The Purchaser acknowledges that he has been advised that (i)
the Purchase Stock has been registered on a Form S-8 under the Act , (ii) a
restrictive legend in the form heretofore set forth shall be placed on the
certificates representing the Stock and (iii) a notation shall be made in the
appropriate records of the Company indicating that the Stock is subject to
restriction on transfer and, if the Company should at some time in the future
engage the services of a stock transfer agent, appropriate stop transfer
restrictions will be issued to such transfer agent with respect to the Stock. If
the Purchaser is an Affiliate, the Purchaser also acknowledges that (i) the
Stock must be held indefinitely and the Purchaser must continue to bear the
economic risk of the investment in the Stock unless it is subsequently
registered under the Act , or an exemption from such registration is available,
(ii) it is not anticipated that there will be any public market for the Stock,
(iii) when and if shares of the Stock may be disposed of without registration in
reliance on Rule 144 or the rules and regulations promulgated under the Act,
such disposition can be made only in limited amounts in accordance with the
terms and conditions of such Rule, (iv) if the Rule 144 exemption is not
available, public sale without registration will require compliance with
Regulation A or some other exemption under the Act.
               (d)  If  any  shares  of  the  Stock  are  to  be  disposed of in
accordance with Rule 144 under the Act or otherwise, the Purchaser shall
promptly notify the Company of such intended disposition and shall deliver to
the Company at or prior to the time of such disposition such documentation as
the Company may reasonably request in connection with such sale and, in the case
of a disposition pursuant to Rule 144, shall deliver to the Company an executed
copy of any notice on Form 144 required to be filed with the Securities and
Exchange Commission.

               (e) The Purchaser agrees that, if any shares of the capital stock
of the Company are offered to the public pursuant to an effective registration
statement under the Act and applicable state securities law (other than
registration of securities issued under an employee plan), the Purchaser will
not effect any public sale or distribution of any shares of the Stock not
covered by such registration statement within 7 days prior to, or within 180
days after, the effective date of such registration statement (or, if later, the
date of the public offering pursuant to such registration statement), unless
otherwise agreed to in writing by the Company; provided that, if any such
offering of shares of the capital stock of the Company is pursuant to a public
offering through an underwriter or underwriters, then the period of 180 days
referred to above shall be such longer or shorter period as the underwriters
shall require in the underwriting agreement for such offering with respect to
public sales or distributions of shares of the Stock by the Company.

               (f) The  Purchaser  represents  and  warrants  that  (i)  he has
received and reviewed the documents comprising the Prospectus (the "Prospectus")
relating to the Company and the Purchase Stock and the documents referred to
therein, certain of which documents set forth the rights, preferences and
restrictions relating to the Purchase Stock, and (ii) he has been given the
opportunity to obtain any additional information or documents and to ask
questions and receive answers about such documents, the Company and the business
and prospects of the Company which he deems necessary to evaluate the merits and
risks related to his investment in the Stock and to verify the information
contained in the Prospectus, and the information received as indicated in this
Section 2(f)(ii), and he has relied solely on such information.

               (g) The  Purchaser  further represents and warrants that (i) his
financial condition is such that he can afford to bear the economic risk of
holding the Stock for an indefinite period of time and has adequate means for
providing for his current needs and personal contingencies, (ii) he can afford
to suffer a complete loss of his investment in the Stock, (iii) he understands
and has taken cognizance of all risk factors related to the purchase of the
Stock, including those set forth in the Prospectus referred to above, and (iv)
his knowledge and experience in financial and business matters are such that he
is capable of evaluating the merits and risks of his purchase of the Purchase
Stock as contemplated by this Agreement.

           3.  Restriction  on  Transfer.  (a) Except for transfers permitted by
               -------------------------
clauses (x), (y) and (z) of Section 2(a) or a sale of shares of Stock pursuant
to an effective registration statement under the Act and applicable state
securities law filed by the Company (as described herein but excluding the Form
S-8 filed in connection with this agreement) or pursuant to the Sale
Participation Agreement (as defined below), the Purchaser agrees that he will
not transfer, sell, assign, pledge, hypothecate or otherwise dispose of any
shares of the Stock at any time prior to the fifth anniversary of the Vesting
Reference Date. No transfer of any such shares in violation hereof shall be made
or recorded on the books of the Company and any such transfer shall be void and
of no effect.

           4.  Right  of First Refusal.  At any time after the fifth anniversary
               -----------------------
of  the  Vesting  Reference Date, if the Purchaser receives an Offer (as defined
below)  which the Purchaser wishes to accept, then the Purchaser shall cause the
Offer  to  be  reduced to writing and shall notify the Company in writing of his
wish  to  accept the Offer.  The Purchaser's notice shall contain an irrevocable
offer  to  sell  such  shares  of  Stock to the Company (in the manner set forth
below)  at  a  purchase  price  equal to the price contained in, and on the same
terms  and  conditions of, the Offer, and shall be accompanied by a true copy of
the  Offer  (which  shall  identify  the third party who has made the Offer (the
"Offeror") or other proposed method of disposition). At any time within 30 days
 --------
after  the  date  of  the  receipt by the Company of the Purchaser's notice, the
Company  shall  have the right and option to purchase, or to arrange for a third
party to purchase, all of the shares of Stock covered by the Offer either (i) at
the  same price and on the same terms and conditions as the Offer or (ii) if the
Offer includes any consideration other than cash, then at the sole option of the
Company,  at  the  equivalent all cash price, determined in good faith by a duly
authorized  compensation  committee  of, or representing, the Company's Board of
Directors  (the  "Compensation Committee"), by delivering a certified bank check
                 ------------------------
or  checks in the appropriate amount to the Purchaser at the principal office of
the  Company  against delivery of certificates or other instruments representing
the  shares  of the Stock so purchased, appropriately endorsed by the Purchaser.
If  at  the end of such 30 day period, the Company has not tendered the purchase
price  for  such  shares in the manner set forth above, the Purchaser may during
the  succeeding  60  day  period  sell  not less than all of the shares of Stock
covered  by  the Offer to the Offeror or in the manner of disposition identified
at  the  time  the  Offer  is delivered to the Company, as the case may be, at a
price  and  on  terms no less favorable to the Purchaser than those contained in
the  Offer.  Promptly after such sale, the Purchaser shall notify the Company of
the  consummation  thereof and shall furnish such evidence of the completion and
time  of  completion  of such sale and of the terms thereof as may reasonably be
requested by the Company.  If, at the end of 60 days following the expiration of
the  30  day period for the Company to purchase the Stock, the Purchaser has not
completed  the  sale  of  such  shares  of  the  Stock  as  aforesaid,  all  the
restrictions  on  sale, transfer or assignment contained in this Agreement shall
again  be  in  effect  with  respect  to  such  shares  of  the  Stock.

     For  purposes  of  this  Agreement, "Offer" shall mean a bona fide offer to
                                          -----
purchase any or all of the Purchaser's shares of Stock received by the Purchaser
from  an  Offeror,  and  shall include, without limitation, any proposed sale of
shares  of Stock by the Purchaser pursuant to a registration statement under the
Act and any applicable state securities law or under an available exemption from
registration  under  the  Act,  including  Rule  144 under the Act if it is then
available,  and  any  applicable  state  securities law; provided, that the term
                                                         --------
Offer  shall  not  include any proposed sale of shares pursuant to said Rule 144
(subject  to  such  rule  being available) after a Public Offering has occurred.

           5.  Purchaser's  Resale  of  Stock  and Options to the Company Upon a
             -------------------------------------------------------------------
Special  Treatment  Event.  (a)  Except as otherwise provided herein, if (i) (A)
--------------------------
the  Purchaser  is  still  in the employ of the Company or any subsidiary of the
Company  and  (B)  the  Purchaser either dies or becomes permanently disabled or
(ii) the Purchaser retires from the Company or any of its subsidiaries at age 65
or  over  (or  such  other age as may be approved by the Compensation Committee)
after  having  been  employed  by  the Company or any of its subsidiaries for at
least  three  years  after  the Vesting Reference Date (any event referred to in
clause  (i)  or  clause  (ii)  being  referred to herein as a "Special Treatment
                                                              ------------------
Event"),  then  the Purchaser, the Purchaser's Estate or a Purchaser's Trust, as
------
the  case  may be, shall have the right, for twelve months following the date of
the  occurrence of such Special Treatment Event, to (x) sell to the Company, and
the  Company  shall be required to purchase, on one occasion, all or any portion
of the shares of Stock then held by the Purchaser, the Purchaser's Estate and/or
the  Purchaser's  Trust, as the case may be, at the Special Treatment Repurchase
Price,  as  determined in accordance with Section 7, and (y) require the Company
to pay to the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the
case  may  be, an additional amount equal to the Option Excess Price, determined
on the basis of the Special Treatment Repurchase Price as provided in Section 8,
with  respect  to  the termination of outstanding Options held by the Purchaser.
No  fewer than 10 business days prior to the last day of the twelve month period
following  the  occurrence  of  a  Special  Treatment  Event, the Purchaser, the
Purchaser's  Estate and/or the Purchaser's Trust, as the case may be, shall send
written  notice  to  the Company of its intention to sell shares of Stock and to
terminate  such Options in exchange for the payment referred to in the preceding
sentence  (the  "Redemption  Notice").
                --------------------

     For  purposes  of  this  Agreement, the Purchaser shall be deemed to have a
"permanent  disability"  if  the Purchaser is unable to engage in the activities
----------------------
required  by  the Purchaser's job by reason of any medically determined physical
or  mental  impairment  which  can  be  expected to result in death or which has
lasted  or  can  be expected to last for a continuous period of not less than 12
months.

          The completion of the purchase provided for in Section 5(a) shall take
place at the principal office of the Company on the tenth business day after the
giving of the Redemption Notice.  The Special Treatment Repurchase Price and any
payment with respect to the Options as described above shall be paid by delivery
to  the  Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case
may be, of a certified bank check or checks in the appropriate amount payable to
the  order of the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as
the  case  may  be,  against  delivery  of  certificates  or  other  instruments
representing  the  Stock  so  purchased  and appropriate documents canceling the
Options  so  terminated appropriately endorsed or executed by the Purchaser, the
Purchaser's  Estate  or  the  Purchaser's  Trust,  or his or its duly authorized
representative.

               (b)  Notwithstanding  anything  in  Section  5(a)  or 5(b) to the
contrary  and  subject  to  Section  11, (i) if there exists and is continuing a
default  or  an event of default on the part of the Company or any subsidiary of
the Company under any loan, guarantee or other agreement under which the Company
or  any  subsidiary  of  the Company has borrowed money or such repurchase would
result  in  a  default  or an event of default on the part of the Company or any
subsidiary of the Company under any such agreement or (ii) if a repurchase would
not be permitted under Section 14A:7-14.1 of the Business Corporation Act of the
State  of  New Jersey or would otherwise violate the Business Corporation Act of
the  State of New Jersey (each such occurrence referred to in clause (i) or (ii)
above  being  an "Event"), then the Company shall not be obligated to repurchase
                  -----
any  of  the  Stock or the Options from the Purchaser, the Purchaser's Estate or
the Purchaser's Trust, as the case may be, until the first business day which is
10  calendar  days  after  all of the foregoing Events have ceased to exist (the
"Repurchase Eligibility Date"); provided, however, that (A) the number of shares
----------------------------    --------  -------
of  Stock  subject to repurchase under this Section 5(c) shall be that number of
shares  of Stock, and (B) the number of Exercisable Option Shares (as defined in
Section  8)  for  purposes  of calculating the Option Excess Price payable under
this Section 5(c) shall be that number of Exercisable Option Shares, held by the
Purchaser, the Purchaser's Estate or a Purchaser's Trust, as the case may be, at
the  time  of  delivery  of  a Redemption Notice in accordance with Section 5(a)
hereof;  provided,  further,  that  the  Repurchase  Calculation  Date  shall be
         --------   -------
determined  in  accordance  with Section 7 as of the Repurchase Eligibility Date
(unless  the  Special  Treatment  Repurchase  Price  would  be  greater  if  the
Repurchase  Calculation Date had been determined as if no Event had occurred, in
which case, solely for purposes of this proviso, the Repurchase Calculation Date
shall be determined as if no Event had occurred).  All Options exercisable as of
the  date  of  a  Redemption  Notice  shall continue to be exercisable until the
repurchase  pursuant  to  such  Redemption  Notice.

               (c)  Notwithstanding any other provision of this Section 5 to the
contrary and subject to Section 11, the Purchaser, the Purchaser's Estate or the
Purchaser's  Trust,  as  the  case  may be, shall have the right to withdraw any
Redemption  Notice  which  has  been  pending  for 60 or more days and which has
remained  unsatisfied  because  of  the  provisions  of  Section  5(c).

           6.  The Company's Right to Repurchase Stock and Options of Purchaser.
               -----------------------------------------------------------------
(a)  If, on or prior to the fifth anniversary of the Vesting Reference Date, (i)
the  Purchaser's  active employment with the Company (and/or, if applicable, its
subsidiaries)  is  voluntarily  or  involuntarily  terminated  for  any  reason
whatsoever,  with  or  without  Cause  (as  defined  in  Section  7),  (ii)  the
beneficiaries  of  a  Purchaser's Trust shall include any person or entity other
than the Purchaser, his spouse or his lineal descendants, or (iii) the Purchaser
shall  effect  a  transfer  of  any of the Stock other than as permitted in this
Agreement  (any  of  the foregoing, a "Call Event"), then the Company shall have
the  right  to  purchase  all, but not less than all, of the shares of the Stock
then  held  by  the  Purchaser or a Purchaser's Trust at the Ordinary Repurchase
Price,  as  determined  in accordance with Section 7; provided, however, that if
the  termination  of  employment  results  from a Special Treatment Event, then,
notwithstanding the foregoing, the Company shall have the right to purchase all,
but  not less than all, of the shares of the Stock then held by the Purchaser or
a  Purchaser's Trust but the Repurchase Price (as defined in Section 7) shall be
the  Special Treatment Repurchase Price.  The Company may give notice in writing
to  the  Purchaser of the exercise of such election ("Call Notice") at any time.
In  the  event  that the Company exercises its right to repurchase shares of the
Stock  pursuant  to  this  Section 6 and the Purchaser's employment has not been
terminated  by  the  Company  for  Cause  (as defined in the Non-Qualified Stock
Option  Agreement)  or  by  the Purchaser without Good Reason (as defined in the
Non-Qualified  Stock  Option  Agreement),  then  the  Company shall also pay the
Purchaser  an amount equal to the Option Excess Price determined on the basis of
the  Ordinary Repurchase Price or the Special Treatment Repurchase Price, as the
case  may  be,  as  provided  in  Section  8, with respect to the termination of
outstanding  Options  held  by  the  Purchaser.

               (b) The completion of any purchase pursuant to Section 6(a) shall
take  place  at  the  principal  office of the Company on the tenth business day
after  the  giving  of  the  Call  Notice.  The Ordinary Repurchase Price or the
Special  Treatment  Repurchase  Price,  as the case may be, and any payment with
respect  to  the  Options  as  described  above shall be paid by delivery to the
Purchaser  of a certified bank check or checks in the appropriate amount payable
to  the  order  of  the  Purchaser  against  delivery  of  certificates or other
instruments  representing  the  Stock  so  purchased  and  appropriate documents
canceling  the  Options so terminated, appropriately endorsed or executed by the
Purchaser  or  the  Purchaser's  Trust, or his or its authorized representative.

               (c)  Notwithstanding any other provision of this Section 6 to the
contrary and subject to Section 11, if there exists and is continuing any Event,
then  the  Company shall delay the repurchase of any of the Stock or the Options
(pursuant  to a Call Notice timely given in accordance with Section 6(a) hereof)
from the Purchaser, the Purchaser's Estate or the Purchaser's Trust, as the case
may  be,  until the Repurchase Eligibility Date; provided, however, that (i) the
                                                 --------  -------
number of shares of Stock subject to repurchase under this Section 6(c) shall be
that number of shares of Stock, and (ii) the number of Exercisable Option Shares
for  purposes  of calculating the Option Excess Price payable under this Section
6(c)  shall  be that number of Exercisable Option Shares, held by the Purchaser,
the  Purchaser's  Estate or a Purchaser's Trust, as the case may be, at the time
of  delivery  of a Call Notice in accordance with Section 6(a) hereof; provided,
                                                                       --------
further,  that the Repurchase Calculation Date shall be determined in accordance
 ------
with  Section  7 based on the Repurchase Eligibility Date (unless the applicable
Repurchase  Price  would  be greater if the Repurchase Calculation Date had been
determined  as  if  no Event had occurred, in which case, solely for purposes of
this proviso, the Repurchase Calculation Date shall be determined as if no Event
had  occurred),  and  provided, further, that if the Repurchase Eligibility Date
                      --------  -------
has  not occurred within 10 months of the date of the Call Notice, then the Call
Notice  shall  expire.  All  Options exercisable as of the date of a Call Notice
shall  continue  to  be  exercisable  until the repurchase pursuant to such Call
Notice.

          7.  Determination  of  Repurchase  Price.  (a)  The  Special Treatment
              ------------------------------------
Repurchase  Price and the Ordinary Repurchase Price are hereinafter collectively
referred to as the "Repurchase Price."  The Repurchase Price shall be calculated
                    ----------------
on  the basis of the unaudited financial statements of the Company or the Market
Price Per Share (as defined below) as of the last day of the month preceding the
later  of  (i) the month in which the event giving rise to the repurchase occurs
and  (ii) the month in which the Repurchase Eligibility Date occurs (hereinafter
called  the  "Repurchase  Calculation  Date").  The  event  giving  rise  to the
              -----------------------------
repurchase  shall  be the death, permanent disability, retirement or termination
of  employment,  as the case may be, of the Purchaser, and not the giving of any
notice  required  pursuant  to  Section  5  or  6.

                    (b)(i)Prior  to  a  Public  Offering (as defined below), the
Special  Treatment  Repurchase Price shall be a per share Repurchase Price equal
to $_____ (the "Original Per Share Price") plus the amount, if any, by which the
                ------------------------   ----
Modified  Book Value Per Share (as defined in Section 7(d)) as of the Repurchase
Calculation  Date  exceeds  the  Original  Per  Share Price, minus the aggregate
                                                             -----
dollar  amount of any common dividends paid from and after the Vesting Reference
Date.

                    (b)(ii)     After  a  Public Offering, the Special Treatment
Repurchase Price shall be a per share Repurchase Price equal to the Original Per
Share  Price  plus the amount, if any, by which the Market Price Per Share as of
the  Repurchase  Calculation  Date  exceeds  the  Original  Per  Share  Price.

                    (c)(i)  Prior  to a Public Offering, the Ordinary Repurchase
Price  shall  be  a  per  share  Repurchase  Price  equal  to  the  lesser  of:
          (A)  the  Modified  Book  Value  Per Share, minus the aggregate dollar
                                                      -----
amount  of  any common dividends paid from and after the Vesting Reference Date;
and

          (B)  (the Original Per Share Price plus (x) the Percentage (as defined
                                             ----
below)  multiplied  by  (y) the amount, if any, by which the Modified Book Value
Per  Share  as of the Repurchase Calculation Date exceeds the Original Per Share
Price),  minus the aggregate dollar amount of any common dividends paid from and
         -----
after  the  Vesting  Reference  Date.
                    (c)(ii)  After  a  Public Offering,  the  Ordinary
Repurchase Price shall be a per share Repurchase Price equal  to  the  lesser
of:

          (A)  the  Market  Price  Per  Share;  and

          (B)  the  Original  Per  Share  Price plus (x) the Percentage
                                                ----
multiplied  by (y) the amount, if any, by which the Market Price Per
Share  as  of  the  Repurchase  Calculation  Date exceeds the Original Per Share
Price.

           The  "Percentage"  shall  be  determined  as  follows:
                 ----------

Repurchase Calculation Date                                    Percentage
---------------------------                                    ----------

After  the first anniversary of the Vesting Reference
     Date through and including the  second  anniversary
     of  the  Vesting  Reference  Date                            20%

After the second anniversary of the Vesting Reference
     Date through and including the third anniversary of
     the Vesting Reference Date                                   40%

After  the third anniversary of the Vesting Reference
     Date through and including the fourth anniversary
     of the Vesting Reference Date                                60%

After the fourth anniversary of the Vesting Reference
     Date through and including the fifth anniversary of
     the Vesting Reference Date                                   80%

After the fifth anniversary of the Vesting Reference Date         100%

               (d)  For  purposes  of  this  Agreement, "Modified Book Value Per
                                                         -----------------------
Share"  shall  be  the  quotient  of:
-----

             (i)  an  amount equal to (A) $[          ] million plus
                                                                ----
(B)  the  aggregate  net  income of the Company attributable to the Common Stock
from  and  after the Vesting Reference Date (as decreased by any net losses from
and  after  the  Vesting  Reference  Date)  plus (C) the aggregate dollar amount
                                            ----
contributed  to  the  Company as common equity, in exchange for shares of Common
Stock  of the Company, after the Vesting Reference Date, minus (D) the aggregate
                                                         -----
dollar  amount  of any stock repurchases made by the Company on the Common Stock
after  the  Vesting  Reference  Date,
divided  by
              (ii)  the  sum  of  the number of shares of Common Stock
then  outstanding;

provided  that, if any outstanding stock options, other rights to acquire Common
--------
Stock,  or  securities  convertible into shares of Common Stock are in-the-money
(collectively,  the  "In-the-Money  Options"), then, sequentially beginning with
                      ---------------------
the  In-the-Money  Options  with  the  lowest per share exercise price and until
either  (A)  all  In-the-Money  Options have been included in such adjustment of
such quotient or (B) there are no In-the-Money Options with a per share exercise
price  less  than  the  quotient as adjusted that have not been included in such
adjustment  of  such quotient, the numerator of such quotient shall be increased
by  the  aggregate  exercise  prices  of  such  In-the-Money  Options  and  the
denominator  of  such  quotient  shall  be  increased by the number of shares of
Common  Stock  issuable  upon  the  exercise  of such In-the-Money Options.  The
calculations  set  forth in clauses (i)(B), (i)(C) and (i)(D) of the immediately
preceding  sentence  shall  be  determined in accordance with generally accepted
accounting  principles  applied  on a basis consistent with any prior periods as
reflected  in  the  consolidated  financial  statements  of the Company, without
giving  effect to any adjustments required or permitted by Accounting Principles
Board  Opinion  Nos.  16  and  17 with respect to assets acquired or liabilities
assumed  in  the  acquisition  of  the Company (except that the determination of
gains or losses on sales of assets and on foreign currency translations shall be
computed in accordance with Accounting Principles Board Opinion Nos. 16 and 17).

          (e)  For  purposes of this Agreement, "Public Offering" shall mean the
                                                 ---------------
sale  of  shares  of  Common  Stock  to the public subsequent to the date hereof
pursuant  to  a  registration  statement  under  the Act which has been declared
effective  by  the Securities and Exchange Commission (other than a registration
statement  on  Form  S-8  or  any other similar form) which results in an active
trading  market  in  the  Common  Stock.  A "Qualified Public Offering" shall be
                                             -------------------------
deemed  to have occurred if there has been a Public Offering and there exists an
active  trading  market  in  19%  or  more  of  the  Common  Stock.

          (f)  For  purposes  of  this Agreement, "Market Price Per Share" shall
                                                   ----------------------
mean  the  price  per  share  equal to the average of the last sale price of the
Common  Stock  on  the Repurchase Calculation Date on each exchange on which the
Common  Stock may at the time be listed or, if there shall have been no sales on
any  of  such  exchanges  on the Repurchase Calculation Date, the average of the
closing  bid and asked prices on each such exchange at the end of the Repurchase
Calculation  Date  or  if there is no such bid and asked price on the Repurchase
Calculation  Date  on  the  next  preceding  date  when such bid and asked price
occurred  or,  if  the  Common  Stock shall not be so listed, the average of the
closing  sales  prices  as  reported  by  Nasdaq  at  the  end of the Repurchase
Calculation  Date in the over-the-counter market.  If the Common Stock is not so
listed  or  reported  by  Nasdaq,  then  the Market Price Per Share shall be the
Modified  Book  Value  Per  Share.

          (g)  For  purposes  of  this  Agreement  "Cause"  shall  mean  (i) the
Purchaser's willful and continued failure to perform the Purchaser's duties with
respect  to  the  Company  and  its subsidiaries which continues beyond ten days
after a written demand for substantial performance is delivered to the Purchaser
by  the  Company or (ii) misconduct by the Purchaser involving (x) dishonesty or
breach  of  trust  in  connection with the Purchaser's employment or (y) conduct
which  would  be  a  reasonable  basis  for an indictment of the Purchaser for a
felony  or  for  a  misdemeanor  involving  moral  turpitude.

          (h) In determining the Repurchase Price, appropriate adjustments shall
be made for any future issuances of rights to acquire and securities convertible
into  Common  Stock  and  any  stock  dividends,  splits,  combinations,
recapitalizations or any other adjustment in the number of outstanding shares of
Common  Stock.

     8.  Stock  Issued  to  Purchaser  Upon  Exercise  of  Stock  Options;
         -----------------------------------------------------------------
Termination  of  Options.  (a)  The  Company  may from time to time grant to the
-------------------------
Purchaser, in addition to the Options, options under the Option Plan to purchase
shares  of Common Stock at the Original Per Share Price or at a different option
exercise  price.  For purposes of this Agreement, "Stock" shall mean and include
                                                   -----
all  Purchase  Stock,  all shares of Common Stock issued to the Purchaser by the
Company  upon  exercise of the Options, all shares of Common Stock issued to the
Purchaser  by  the  Company upon exercise of any other stock options held by the
Purchaser  and any other Common Stock otherwise acquired by the Purchaser at any
time  when  this  Agreement  is  in  effect.

          (b) All outstanding Options and other options granted to the Purchaser
under  the  Option  Plan  or  otherwise,  whether or not then exercisable, shall
terminate  automatically  (i)  upon the payment by the Company to the Purchaser,
pursuant  to  the  provisions  of Section 5 or 6 of this Agreement, of an amount
equal  to the Option Excess Price, (ii) upon the repurchase of Stock as provided
in  Section  5  or  6  of this Agreement if the Option Excess Price is zero or a
negative  number,  or (iii) without payment in the event of a termination of the
Purchaser's employment by the Company For Cause or by the Purchaser without Good
Reason.

          For  purposes  of this Agreement, "Option Excess Price" shall mean the
                                             -------------------
excess,  if  any,  of  the  Special  Treatment  Repurchase Price or the Ordinary
Repurchase  Price,  depending  on  which  Repurchase  Price  is  being  used  to
repurchase  the remainder of the Stock, over the Option Price (as defined in the
Option  Plan)  multiplied  by  the number of Exercisable Option Shares; provided
however,  that  for  purposes  of  calculating  an  Option  Excess  Price common
dividends  paid  from  and after the Vesting Reference Date shall not reduce the
calculation  of  the  Repurchase  Price.

          For purposes of this Agreement, "Exercisable Option Shares" shall mean
                                           -------------------------
the  shares  of  Common  Stock which, at the time of determination of the Option
Excess  Price,  could  be  purchased  by  the  Purchaser  upon  exercise  of his
outstanding  Options  or  other  options.

     9.  The  Representations, Warranties and Agreements of the Company.
         ---------------------------------------------------------------
(a)  The Company represents and warrants to the Purchaser that (i)
this  Agreement  has been duly authorized, executed and delivered by the Company
and  (ii)  the  Purchase  Stock  is  duly  and  validly  issued,  fully paid and
nonassessable.

          (b)  If  the  Company  shall  have  engaged  in a Public Offering, the
Company  will  file the reports required to be filed by it under the Act and the
Securities  Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
                                                   ------------
and  regulations  adopted  by  the  Securities  and  Exchange Commission ("SEC")
                                                                           ---
thereunder,  to the extent required from time to time to enable the Purchaser to
sell  shares  of Stock without registration under the Act within the limitations
of  the  exemptions provided by (A) Rule 144 or Rule 144A under the Act, as such
Rules  may  be  amended from time to time, or (B) any similar rule or regulation
hereafter  adopted  by  the  SEC.  Notwithstanding anything contained in this
Section 9(b), the Company may deregister under Section 12 of the Exchange Act if
it  is  then  permitted  to do so pursuant to the Exchange Act and the rules and
regulations  thereunder.  Nothing  in this Section 9(b) shall be deemed to limit
in  any  manner  the restrictions on sales of Stock contained in this Agreement.

     10.  "Piggyback"  Registration  Rights.  (a)  Until the later of
          ---------------------------------
(i)  the  first  occurrence  of  a  Qualified Public Offering and (ii) the fifth
anniversary  of  the  Vesting  Reference Date, the Purchaser hereby agrees to be
bound  by  all of the terms, conditions and obligations of a Registration Rights
Agreement  (the  "Registration  Rights  Agreement"), among the Company, BDS Two,
                  -------------------------------
Inc.  and  Borden  Holdings,  Inc. (together, BDS Two, Inc. and Borden Holdings,
Inc.  are  referred  to as the "Parent"), and, in the case of a Qualified Public
Offering and subject to the limitations set forth in this Section 10, shall have
all  of  the rights and privileges of the Registration Rights Agreement, in each
case  as  if  the  Purchaser  were  an  original  party (other than the Company)
thereto;  provided,  however,  that  the  Purchaser shall not have any rights to
          --------   -------
request  registration  under Section 3 of the Registration Rights Agreement; and
provided,  further,  that  the Purchaser shall not be bound by any amendments to
 -------   -------
the  Registration  Rights  Agreement  unless  the  Purchaser  consents  thereto.
Notwithstanding  anything  to  the contrary contained in the Registration Rights
Agreement,  the Purchaser's rights and obligations under the Registration Rights
Agreement  shall  be  subject  to the limitations and additional obligations set
forth  in  this  Section  10.  All  shares  of  Stock purchased by the Purchaser
pursuant  to this Agreement and held by the Purchaser, the Purchaser's Estate or
a  Purchaser's  Trust,  including shares purchased upon the exercise of Options,
shall  be  deemed  to  be Registrable Securities (as defined in the Registration
Rights  Agreement).

          (b)  The  Company  will  promptly  notify  the Purchaser in writing (a
"Notice") of any proposed registration (a "Proposed Registration") in connection
with  a  Qualified  Public  Offering.  If  within  15 days of the receipt by the
Purchaser  of  such  Notice,  the  Company  receives  from  the  Purchaser,  the
Purchaser's  Estate  or the Purchaser's Trust a written request (a "Request") to
register  shares  of  Stock held by the Purchaser, the Purchaser's Estate or the
Purchaser's  Trust  (which Request will be irrevocable unless otherwise mutually
agreed  to in writing by the Purchaser and the Company), shares of Stock will be
so  registered  as provided in this Section 10; provided, however, that for each
such  registration  statement  only  one Request, which shall be executed by the
Purchaser,  the Purchaser's Estate or the Purchaser's Trust, as the case may be,
may  be  submitted  for  all  Registrable  Securities held by the Purchaser, the
Purchaser's  Estate  and  the  Purchaser's  Trust.

          (c)  The  maximum  number  of shares of Stock which will be registered
pursuant  to  a  Request will be the lowest of (i) the number of shares of Stock
equal  to the sum of (x) the product of (A) the number of shares of Common Stock
then held by the Purchaser multiplied by (B) the Percentage, plus (y) all shares
of  Common  Stock  which  the  purchaser  is  then  entitled to acquire under an
unexercised  Option  to the extent then exercisable, (ii) the product of (A) the
number  of  shares of Common Stock calculated under clause (i) above, multiplied
by  (B)  the  quotient  of (x) the number of shares of Stock then proposed to be
registered  in  such Proposed Registration by the Parent, if any, divided by (y)
the  number  of shares of Stock then held by the Parent, including all shares of
Stock  which the Parent is then entitled to acquire upon conversion, exercise or
exchange  of a security that is convertible into, or exercisable or exchangeable
for,  Stock,  (iii)  the maximum number of shares of Stock which the Company can
register  in the Proposed Registration without adverse effect on the offering in
the  view  of  the  managing  underwriters  (reduced  pro  rata  with  all Other
Purchasers as more fully described in Section 10(d)) and (iv) the maximum number
of  shares  which  the  Purchaser  (pro  rata based upon the aggregate number of
shares  of Common Stock the Purchaser and all Other Purchasers have requested be
registered)  and  all  Other  Purchasers  are  permitted  to  register under the
Registration  Rights  Agreement.

          (d)  If  a Proposed Registration involves an underwritten offering and
the  managing  underwriter  advises the Company in writing that, in its opinion,
the  number  of  shares of Common Stock requested to be included in the Proposed
Registration  exceeds the number which can be sold in such offering, so as to be
likely  to  have  an  adverse effect on the price, timing or distribution of the
shares offered in such Qualified Public Offering as contemplated by the Company,
then  the  Company  will include in the Proposed Registration (i) first, 100% of
the  shares proposed to be sold by the Company and (ii) second, to the extent of
the number of shares requested to be included in such registration which, in the
opinion  of  such  managing  underwriter, can be sold without having the adverse
effect  referred to above, the number of shares which the Holders (as defined in
the Registration Rights Agreement), including, without limitation, the Purchaser
and  Other  Purchasers,  have  requested  to  be  included  in  the  Proposed
Registration,  such amount to be allocated pro rata among all requesting Holders
on  the  basis  of  the  relative number of shares then held by each such Holder
(provided  that any shares thereby allocated to any such Holder that exceed such
Holder's  request  will be reallocated among the remaining requesting Holders in
like  manner).

          (e)  Upon delivering a Request the Purchaser will, if requested by the
Company,  execute  and deliver a custody agreement and power of attorney in form
and substance satisfactory to the Company with respect to the shares of Stock to
be  registered  pursuant  to  this Section 10 (a "Custody Agreement and Power of
Attorney").  The  Custody  Agreement  and  Power of Attorney will provide, among
other things, that the Purchaser will deliver to and deposit in custody with the
custodian  and  attorney-in-fact  named  therein  a  certificate or certificates
representing  such  shares  of  Stock  (duly endorsed in blank by the registered
owner  or  owners thereof or accompanied by duly executed stock powers in blank)
and  irrevocably  appoint said custodian and attorney-in-fact as the Purchaser's
agent  and  attorney-in-fact  with  full  power  and  authority to act under the
Custody  Agreement  and Power of Attorney on the Purchaser's behalf with respect
to  the  matters  specified  therein.

          (f)  If  a Proposed Registration involves an underwritten offering and
the  Parent  enters  into  lockup  agreements  pursuant  to  the  terms  of  the
underwriting  agreement,  then  the  Purchaser,  if  such  Purchaser  exercises
registration  rights  pursuant  to  this  Section  10, shall enter into a lockup
agreement  on  substantially  similar  terms  and  conditions.

          (g) The Purchaser agrees that he will execute such other agreements as
the  Company  may  reasonably request to further evidence the provisions of this
Section  10.

     11.  Pro  Rata  Repurchases.  Notwithstanding  anything  to  the  contrary
          ----------------------
contained in Section 5, 6 or 7, if at any time consummation of all purchases and
payments  to  be  made  by  the Company pursuant to this Agreement and the Other
Purchasers'  Agreements  would  result  in an Event, then the Company shall make
purchases from, and payments to, the Purchaser and Other Purchasers pro rata (on
the  basis  of the proportion of the number of shares of Stock and the number of
Options  each  such  Purchaser  and  all  Other  Purchasers  have elected or are
required  to  sell to the Company) for the maximum number of shares of Stock and
shall  pay  the  Option Excess Price for the maximum number of Options permitted
without resulting in an Event (the "Maximum Repurchase Amount").  The provisions
                                    -------------------------
of  Section  5(c)  and 6(c) shall apply in their entirety to payments and
repurchases with  respect  to  Options  and shares of Stock which may not be
made due to the limits  imposed  by  the Maximum Repurchase Amount under this
Section 11.  Until all  of  such  Stock  and Options are purchased and paid for
by the Company, the Purchaser  and the Other Purchasers whose Stock and Options
are not purchased in accordance  with  this Section 11 shall have priority,
on a pro rata basis, over other  purchases  of  Common  Stock  and Options
by the Company pursuant to this Agreement  and  Other  Purchasers'  Agreements.

     12.  Rights to Negotiate Repurchase Price.  Nothing in this Agreement shall
          ------------------------------------
be deemed to restrict or prohibit the Company from purchasing shares of Stock or
Options from the Purchaser, at any time, upon such terms and conditions, and for
such  price,  as may be mutually agreed upon between the Parties, whether or not
at  the  time  of such purchase circumstances exist which specifically grant the
Company  the  right  to  purchase, or the Purchaser the right to sell, shares of
Stock  or  the  Company  has the right to pay, or the Purchaser has the right to
receive,  the  Option  Excess  Price  under  the  terms  of  this  Agreement.

     13.  Covenant  Regarding  83(b)  Election.  Except as the Company may
          -------------------------------------
otherwise  agree  in  writing, the Purchaser hereby covenants and agrees that he
will  make  an  election  provided  pursuant  to Treasury Regulation 1.83-2 with
respect  to  the  Stock, including, without limitation, the Stock to be acquired
pursuant  to  Section  1  and the Stock to be acquired upon each exercise of the
Purchaser's  Options;  and  Purchaser  further covenants and agrees that he will
furnish  the  Company  with  copies of the forms of election the Purchaser files
within  30 days after the date hereof, and within 30 days after each exercise of
Purchaser's  Options and with evidence that each such election has been filed in
a  timely  manner.

     14. Notice of Change of Beneficiary.  Immediately prior to any transfer of
          -------------------------------
Stock  to  a  Purchaser's  Trust, the Purchaser shall provide the Company with a
copy  of the instruments creating the Purchaser's Trust and with the identity of
the  beneficiaries  of  the  Purchaser's  Trust.  The Purchaser shall notify the
Company  immediately  prior  to any change in the identity of any beneficiary of
the  Purchaser's  Trust.

     15.  Expiration  of  Certain Provisions.  The provisions contained in
          ----------------------------------
Sections  4, 5 and 6 of this Agreement and the portion of any other provision of
this  Agreement  which incorporates the provisions of Sections 4, 5 and 6, shall
terminate  and  be  of  no further force or effect with respect to any shares of
Stock  sold by the Purchaser (i) pursuant to an effective registration statement
filed by the Company pursuant to Section 10 hereof or (ii) pursuant to the terms
of the Sale Participation Agreement of even date herewith, between the Purchaser
and  the  Parent.

          The  provisions  contained  in Section 2(e), 3, 4, 5, 6 and 13 of this
Agreement,  and  the  portion  of  any  other provisions of this Agreement which
incorporate  the  provisions  of  such  Sections,  shall  terminate and be of no
further  force  or  effect  upon  the  consummation of a merger, reorganization,
business combination or liquidation of the Company, a sale of Common Stock owned
by  the  Parent  or  other transaction, but only if such merger, reorganization,
business  combination,  liquidation,  sale  of Common Stock or other transaction
results  in  KKR  Associates,  a  New  York  limited  partnership, Parent or any
affiliate  of either of them, no longer having the power (i) to elect a majority
of  the  Board  of  Directors  of  the  Company  or such other corporation which
succeeds  to  the  Company's  rights  and  obligations  pursuant to such merger,
reorganization,  business combination, liquidation or stock sale, or (ii) if the
resulting  entity  of  such  merger,  reorganization,  business  combination,
liquidation or stock sale is not a corporation, to select the general partner(s)
or  other  persons  or  entities  controlling the operations and business of the
resulting  entity  (a  "Change  of  Control").

     16.  Recapitalizations,  etc.  The provisions of this Agreement shall
          ------------------------
apply,  to  the  full  extent  set forth herein with respect to the Stock or the
Options,  to  any  and all shares of capital stock of the Company or any capital
stock, partnership units or any other security evidencing ownership interests in
any  successor  or assign of the Company (whether by merger, consolidation, sale
of  assets  or otherwise) which may be issued in respect of, in exchange for, or
substitution  of,  the  Stock  or  the Options, by reason of any stock dividend,
split,  reverse  split,  combination,  recapitalization,  liquidation,
reclassification,  merger,  consolidation  or  otherwise.

     17. Purchaser's Employment by the Company.  Nothing contained in this
         --------------------------------------
Agreement  or  in  any  other  agreement  entered  into  by  the Company and the
Purchaser  contemporaneously  with the execution of this Agreement (i) obligates
the  Company  or  any  subsidiary  of the Company to employ the Purchaser in any
capacity  whatsoever  or  (ii)  prohibits  or restricts the Company (or any such
subsidiary)  from  terminating  the  employment, if any, of the Purchaser at any
time  or  for  any  reason  whatsoever, with or without cause, and the Purchaser
hereby acknowledges and agrees that, except as may otherwise be specifically set
forth  in a written agreement or written arrangement with Purchaser, neither the
Company nor any other person has made any representations or promises whatsoever
to  the  Purchaser concerning the Purchaser's employment or continued employment
by  the  Company.

     18.  Binding  Effect.  The  provisions  of  this  Agreement  shall be
          ----------------
binding  upon  and  accrue  to  the  benefit of the Parties and their respective
heirs,  legal  representatives,  successors  and  assigns.  In  the  case  of  a
transferee  permitted under Section 2(a) hereof, such transferee shall be deemed
the  Purchaser  hereunder;  provided,  however,  that  no transferee (including,
without limitation, transferees referred to in Section 2(a) hereof) shall derive
any  rights  under this Agreement unless and until such transferee has delivered
to  the  Company  a  valid  undertaking  and  becomes bound by the terms of this
Agreement.

     19. Amendment.  This Agreement may be amended only by a written instrument
         ---------
signed  by  the Parties hereto, except that the Purchaser hereby agrees that the
Board  of  Directors  or the Compensation Committee of the Company shall, in its
sole discretion, have the power and authority to unilaterally amend or otherwise
modify  Sections  4  through 7 and other related provisions of this Agreement or
empower  the  proper  officers  of the Company to do so, in the event and to the
extent  the  Company,  after consultation with its accounting advisers, deems it
necessary  to  avoid or minimize adverse accounting consequences relating to the
accounting  treatment  of equity made available pursuant to the Option Plan that
could  result  from  such  provisions  hereof,  or  related  provisions  of  the
Non-Qualified  Stock  Option Agreement, under U.S. generally accepted accounting
principles,  as  interpreted  by  the Financial Accounting Standards Board.  For
purposes  of  Section  10  of  the  Option  Plan or any successor provision, any
amendment adopted in accordance with the immediately preceding sentence shall be
deemed  a  modification that is provided for or contemplated in the terms of the
Grant  (as  defined  therein).

     20.  Closing.  Except  as  otherwise  provided herein, the closing of each
          -------
purchase and sale of shares of Stock and the payment of the Option Excess Price,
if  any,  pursuant to this Agreement shall take place at the principal office of
the Company on the tenth business day following delivery of the notice by either
Party  to  the other of its exercise of the right to purchase or sell such Stock
hereunder  or  to  cause  the  payment  of  the  Option  Excess  Price,  if any.

     21.  APPLICABLE  LAW;  CONSENT TO JURISDICTION; WAIVERS.  THE LAWS OF
          --------------------------------------------------
THE  STATE  OF  NEW  JERSEY  SHALL  GOVERN  THE  INTERPRETATION,  VALIDITY  AND
PERFORMANCE  OF THE TERMS OF THIS AGREEMENT, REGARDLESS OF THE LAW THAT MIGHT BE
APPLIED  UNDER  PRINCIPLES  OF CONFLICTS OF LAW.  ANY SUIT, ACTION OR PROCEEDING
AGAINST THE PURCHASER WITH RESPECT TO THIS AGREEMENT, OR ANY JUDGMENT ENTERED BY
ANY  COURT  IN  RESPECT OF ANY THEREOF, MAY BE BROUGHT IN ANY COURT OF COMPETENT
JURISDICTION IN THE STATE OF NEW JERSEY OR NEW YORK, AS THE COMPANY MAY ELECT IN
ITS  SOLE  DISCRETION,  AND  THE  PURCHASER  HEREBY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF SUCH COURTS FOR THE PURPOSE OF ANY SUCH SUIT, ACTION, PROCEEDING
OR  JUDGMENT.  BY  THE  EXECUTION  AND DELIVERY OF THIS AGREEMENT, THE PURCHASER
APPOINTS  CORPORATION  SERVICES COMPANY, AT ITS OFFICE IN TRENTON, NEW JERSEY OR
NEW  YORK,  NEW YORK, AS THE CASE MAY BE, AS HIS AGENT UPON WHICH PROCESS MAY BE
SERVED  IN  ANY  SUCH  SUIT, ACTION OR PROCEEDING.  SERVICE OF PROCESS UPON SUCH
AGENT, TOGETHER WITH NOTICE OF SUCH SERVICE GIVEN TO THE PURCHASER IN THE MANNER
PROVIDED  IN  SECTION  24, SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF
PROCESS UPON HIM IN ANY SUIT, ACTION OR PROCEEDING.  NOTHING HEREIN SHALL IN ANY
WAY  BE  DEEMED  TO  LIMIT  THE  ABILITY OF THE COMPANY TO SERVE ANY SUCH WRITS,
PROCESS  OR  SUMMONSES  IN  ANY  OTHER  MANNER PERMITTED BY APPLICABLE LAW OR TO
OBTAIN  JURISDICTION OVER THE PURCHASER, IN SUCH OTHER JURISDICTIONS AND IN SUCH
MANNER, AS MAY BE PERMITTED BY APPLICABLE LAW.  THE PURCHASER HEREBY IRREVOCABLY
WAIVES  ANY  OBJECTIONS  WHICH HE MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE
VENUE  OF  ANY  SUIT,  ACTION  OR  PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT  BROUGHT  IN  ANY  COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW
JERSEY  OR  NEW  YORK,  AND HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY
SUCH  SUIT,  ACTION  OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN
ANY  INCONVENIENT FORUM.  NO SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY WITH
RESPECT  TO  THIS AGREEMENT MAY BE BROUGHT IN ANY COURT, DOMESTIC OR FOREIGN, OR
BEFORE  ANY  SIMILAR  DOMESTIC  OR  FOREIGN  AUTHORITY  OTHER THAN IN A COURT OF
COMPETENT JURISDICTION IN THE STATE OF NEW JERSEY OR NEW YORK, AND THE PURCHASER
HEREBY  IRREVOCABLY  WAIVES  ANY  RIGHT WHICH HE MAY OTHERWISE HAVE HAD TO BRING
SUCH  AN  ACTION  IN ANY OTHER COURT, DOMESTIC OR FOREIGN, OR BEFORE ANY SIMILAR
DOMESTIC  OR  FOREIGN AUTHORITY.  THE COMPANY HEREBY SUBMITS TO THE JURISDICTION
OF  SUCH  COURTS  FOR  THE  PURPOSE  OF  ANY  SUCH  SUIT,  ACTION OR PROCEEDING.

     22.  Assignability  of  Certain  Rights  by the Company.  The Company
          --------------------------------------------------
shall  have  the  right  to  assign  any  or all of its rights or obligations to
purchase  shares  of  Stock  pursuant to Sections 4, 5 and 6; provided, however,
                                                              --------  -------
that  the  Company  shall  remain  obligated  to  perform  its  obligations
notwithstanding such assignment in the event that such assignee fails to perform
the  obligations  so  assigned  to  it.

     23. Miscellaneous.  In this Agreement (i) all references to "dollars"
         -------------
or "$" are to United States dollars and (ii) the word "or" is not exclusive.  If
any provision of this Agreement shall be declared illegal, void or unenforceable
by  any  court  of  competent  jurisdiction,  the  other provisions shall not be
affected,  but  shall  remain  in  full  force  and  effect.

     24.  Notices.  All  notices  and  other  communications  provided for
          -------
herein  shall  be  in  writing  and  shall  be deemed to have been duly given if
delivered  by  hand  (whether  by  overnight  courier  or  otherwise) or sent by
registered  or certified mail, return receipt requested, postage prepaid, to the
Party  to  whom  it  is  directed:

     (a)  If  to  the  Company,  to  it  at  the  following  address:

                              Borden Chemical, Inc.
                              180 East Broad Street
                              Columbus, Ohio 43215
                       Attention: Chief Executive Officer

  with  copies  to:

                          Kohlberg Kravis Roberts & Co.
                               9 West 57th Street
                            New York, New York 10019
                            Attn: John K. Saer, Jr.

                                      -and-




                           Simpson Thacher & Bartlett
                              425 Lexington Avenue
                            New York, New York 10017
                          Attn: David J. Sorkin, Esq.

     (b)  If  to  the Purchaser, to him at the address set forth below under his
signature;

or  at  such  other  address  as  either party shall have specified by notice in
writing  to  the  other.

     25.  Covenant  Not  to  Compete;  Confidential  Information.  (a)  In
          ------------------------------------------------------
consideration  of  the  Company entering into this Agreement with the Purchaser,
the  Purchaser  hereby agrees effective as of the Vesting Reference Date, for so
long  as the Purchaser is employed by the Company or one of its subsidiaries and
for  a  period  of  one  year  thereafter  (the  "Noncompete  Period"), that the
                                                  ------------------
Purchaser  shall  not, directly or indirectly, engage in the production, sale or
distribution  of any product produced, sold or distributed by the Company or its
subsidiaries  on the date hereof or during the Noncompete Period anywhere in the
world  in  which  the  Company  or its subsidiaries is doing business other than
through  the Purchaser's employment with the Company or any of its subsidiaries.
At the Company's option, the Noncompete Period may be extended for an additional
one  year period if (i) within nine months of the termination of the Purchaser's
employment,  the  Company  gives the Purchaser notice of such extension and (ii)
beginning  with  the first anniversary of such termination, the Company pays the
Purchaser  an  amount  equal  to  the Purchaser's base salary on the date of the
termination  of  his employment.  Such amount shall be paid in installments in a
manner  consistent with the then current salary payment policies of the Company.
For  purposes  of  this Agreement, the phrase "directly or indirectly engage in"
                                               --------------------------------
shall  include any direct or indirect ownership or profit participation interest
in such enterprise, whether as an owner, stockholder, partner, joint venturer of
otherwise,  and  shall  include  any  direct  or  indirect participation in such
enterprise  as  a  consultant,  licensor  of  technology  or  otherwise.

          (b)  The  Purchaser  will  not  disclose or use at any time during the
Noncompete  Period  (as  such period may be extended pursuant to Section 25(a)),
any  Confidential  Information  (as  defined below) of which the Purchaser is or
becomes  aware,  whether  or not such information is developed by him, except to
the  extent  that  such disclosure or use is directly related to and required by
the  Purchaser's performance of duties, if any, assigned to the Purchaser by the
Company.  As  used  in this Agreement, the term "Confidential Information" means
                                                 ------------------------
information  that  is  not  generally  known  to  the  public  and that is used,
developed  or obtained by the Company or its subsidiaries in connection with its
business,  including  but  not  limited  to (i) products or services, (ii) fees,
costs  and  pricing structures, (iii) designs, (iv) computer software, including
operating  systems,  applications and program listings, (v) flow charts, manuals
and  documentation,  (vi)  data  bases,  (vii)  accounting and business methods,
(viii)  inventions,  devices,  new  developments, methods and processes, whether
patentable  or  unpatentable  and  whether  or  not  reduced  to  practice, (ix)
customers  and  clients  and  customer  or client lists, (x) other copyrightable
works,  (xi) all technology and trade secrets, and (xii) all similar and related
information  in  whatever  form.  Confidential  Information will not include any
information  that has been published in a form generally available to the public
prior  to  the  date the Purchaser proposes to disclose or use such information.
The  Purchaser  acknowledges  and agrees that all copyrights, works, inventions,
innovations,  improvements, developments, patents, trademarks and all similar or
related  information  which  relate to the actual or anticipated business of the
Company  and  its  subsidiaries  (including  its  predecessors)  and  conceived,
developed  or  made  by  the  Purchaser  while  employed  by  the Company or its
subsidiaries  belong  to  the  Company.  The  Purchaser will perform all actions
reasonably  requested  by  the  Company  (whether during or after the Noncompete
Period)  to  establish  and  confirm  such  ownership  at  the Company's expense
(including,  without  limitation,  assignments, consents, powers of attorney and
other  instruments).

          (c)  Notwithstanding  Sections  25(a)  and (b) above, if at any time a
court  holds  that  the restrictions stated in such Sections are unreasonable or
otherwise  unenforceable  under  circumstances  then existing, the Parties agree
that  the  maximum  period, scope or geographic area determined to be reasonable
under  such  circumstances  by  such  court  will  be substituted for the stated
period,  scope or area.  Because the Purchaser's services are unique and because
the Purchaser has had access to Confidential Information, the Parties agree that
money damages will be an inadequate remedy for any breach of this Agreement.  In
the  event  a  breach or threatened breach of this Agreement, the Company or its
successors  or assigns may, in addition to other rights and remedies existing in
their  favor,  apply  to  any  court  of  competent  jurisdiction  for  specific
performance  and/or  injunctive  relief  in  order  to  enforce,  or prevent any
violations  of,  the  provisions  hereof (without the posting of a bond or other
security).

          (d)  Notwithstanding  the  foregoing  Sections 25(a), (b) and (c), the
provisions  of any employment agreement in effect on the date hereof between the
Company  and  Purchaser which contains covenants relating to confidentiality and
competition  shall  supersede  and replace the provisions of Sections 25(a), (b)
and (c) and shall be deemed incorporated by reference in this Agreement in their
entirety.

             [The remainder of this page intentionally left blank.]





<PAGE>
IN  WITNESS  WHEREOF,  the  Parties  have executed this Agreement as of _______,
2003.

BORDEN  CHEMICAL,  INC.


By----------------------------
  Name:
  Title:

  ---------------------------
  (Print  name  of  Purchaser)


---------------------------
(Signature  of  Purchaser)

---------------------------

---------------------------

---------------------------
(Address  of  Purchaser)


Number  of  Shares  of  Purchase  Stock:
                                             --------------------

Vesting  Reference  Date:
                                             --------------------





<PAGE>
                                  EXHIBIT A


                  FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT
                  --------------------------------------------


     THIS  AGREEMENT,  dated  as of ___________ __, ____, is made by and between
BORDEN  CHEMICAL,  INC.,  a  New  Jersey  corporation  (the  "Company"), and the
                                                              -------
undersigned,  an  employee  of the Company or a Subsidiary (as defined below) or
Affiliate  (as  defined  below)  of  the  Company  (hereinafter  referred  to as
"Optionee").
----------

     WHEREAS,  the  Company  wishes  to  afford  the Optionee the opportunity to
purchase  shares  of common stock, par value $.01 per share ("Common Stock"), of
                                                              ------------
the  Company;

     WHEREAS, the Company wishes to carry out the Plan (as hereinafter defined),
the  terms of which are hereby incorporated by reference and made a part of this
Agreement;  and

     WHEREAS,  the  Committee  (as hereinafter defined), appointed to administer
the  Plan, has determined that it would be to the advantage and best interest of
the  Company  and its stockholders to grant the Options (as hereinafter defined)
provided for herein to the Optionee as an incentive for increased efforts during
his  term  of office with the Company or its Subsidiaries or Affiliates, and has
advised  the  Company  thereof  and instructed the undersigned officers to issue
said  Options.

     NOW,  THEREFORE,  in consideration of the mutual covenants herein contained
and  other  good  and  valuable  consideration,  receipt  of  which  is  hereby
acknowledged,  the  parties  hereto  do  hereby  agree  as  follows:

                                    ARTICLE I

                                   DEFINITIONS
                                   -----------

     Whenever  the  following  terms are used in this Agreement, they shall have
the  meaning specified in the Plan or below unless the context clearly indicates
to  the  contrary.

Section  1.1    "Affiliate" shall mean, with respect to the Company, any entity
------------     ----------
directly or indirectly controlling, controlled by, or under common control with,
the  Company  or  any  other  entity designated by the Board of Directors of the
Company  in  which  the  Company  or  an  Affiliate  has  an  interest.

Section 1.2  "Cause" shall mean (i) the Optionee's willful and continued failure
-----------   -----
to  perform  the  Optionee's  duties  with  respect  to  the  Company  and  its
subsidiaries  which  continues  beyond  ten  days  after  a  written  demand for
substantial  performance  is  delivered  to  the Optionee by the Company or (ii)
misconduct  by  the  Optionee  involving  (x)  dishonesty  or breach of trust in
connection  with  the  Optionee's  employment  or  (y)  conduct which would be a
reasonable  basis  for  an  indictment  of  the  Optionee  for a felony or for a
misdemeanor  involving  moral  turpitude.

Section 1.3  "Change of Control" means (i) a sale of all or substantially all of
-----------   -----------------
the assets of the Company to a Person who is not an Affiliate of Kohlberg Kravis
Roberts  &  Co.,  L.P.  ("KKR"),  (ii)  a  sale  by KKR or any of its Affiliates
                          ---
resulting  in  more  than 50% of the voting stock of the Company being held by a
Person  or  Group  that does not include KKR or any of its Affiliates or (iii) a
merger  or  consolidation  of  the  Company  into another Person which is not an
Affiliate  of  KKR,  if  and only if any such event in clause (i), (ii) or (iii)
above  results  in  the inability of KKR or its Affiliate to elect a majority of
the  Board  of  Directors  of  the  Company  (or  the  resulting  entity).

Section  1.4   "Committee" shall mean the Compensation Committee of the Company,
------------    ---------
or  any other committee duly authorized by the Board of Directors of the Company
to  administer  the  Plan  and  this  Agreement.

Section  1.5     "Good Reason" shall mean (i) a reduction in the Optionee's base
------------      -----------
salary,  other  than  a  reduction  which  is part of a general salary reduction
program affecting senior executives of the Company, or (ii) a material reduction
by  the Company of any provision of the Optionee's employment agreement with the
Company,  if  any, including any material reduction in the Optionee's duties and
responsibilities.

Section 1.6  "Group" means two or more Persons acting together as a partnership,
-----------   -----
limited  partnership,  syndicate  or  other  group for the purpose of acquiring,
holding  or  disposing  of  securities  of  the  Company.

Section  1.7 "Management  Stockholder's  Agreement"  shall mean that certain
------------  ------------------------------------
Management  Stockholder's  Agreement  dated  concurrently  with  this agreement,
between  the  Optionee  and  the  Company.

Section  1.8  "Options" shall mean the non-qualified  options to purchase Common
------------   -------
Stock  granted  under  this  Agreement.

Section  1.9   "Permanent  Disability."  The  Optionee shall be deemed to have a
------------    ---------------------
"Permanent  Disability"  if  the  Optionee is unable to engage in the activities
required by the Optionee's job by reason of any medically determined physical or
mental  impairment  which can be expected to result in death or which has lasted
or  can  be expected to last for a continuous period of not less than 12 months,
or  if  the  majority  of  the  Board of Directors of the Company shall, in good
faith,  determine  the  Optionee  is  permanently  disabled.

Section  1.10   "Person" means an individual, partnership, corporation, business
-------------    ------
trust,  joint  stock  company, trust, unincorporated association, joint venture,
governmental  authority  or  other  entity  of  whatever  nature.

Section 1.11   "Plan" shall mean the 1996 Stock Purchase and Option Plan for Key
------------    ----
Employees  of  the  Company  and  its  Subsidiaries,  as  amended.

Section  1.12  "Pronouns."  The masculine pronoun shall include the feminine and
-------------   --------
neuter,  and  the  singular  the  plural,  where  the  context  so  indicates.

Section  1.13  "Retirement" shall mean retirement at age 65 or over  (or such
-------------  ----------
other  age  as  may  be approved by the Board of Directors of the Company) after
having  been  employed  by  the Company or a Subsidiary for at least three years
after  the  Vesting  Reference  Date.

Section  1.14     "Sale  Participation  Agreement"  shall mean that certain Sale
-------------      ------------------------------
Participation  Agreement  dated  concurrently  with  this  Agreement,  among the
Optionee,  Borden  Holdings,  Inc.,  and  BDS  Two,  Inc.

Section  1.15     "Secretary"  shall  mean  the  Secretary  of  the  Company.
-------------      ---------

Section  1.15    "Subsidiary" shall mean any corporation in an unbroken chain of
-------------     ----------
corporations beginning with the Company if each of the corporations, or group of
commonly  controlled  corporations,  other  than  the  last  corporation  in the
unbroken  chain  then  owns  stock  possessing 50% or more of the total combined
voting  power  of  all classes of stock in one of the other corporations in such
chain.

Section  1.17     "Vesting  Reference Date" shall mean the date set forth on the
-------------      -----------------------
signature  page  hereof  as  the  Vesting  Reference  Date.

























                                   ARTICLE II

                                 GRANT OF OPTIONS
                                 ----------------


Section  2.1     Grant  of  Options
------------     ------------------

     For  good  and  valuable  consideration,  on  and as of the date hereof the
Company irrevocably grants to the Optionee an option to purchase any part or all
of  an  aggregate of the number of shares of Common Stock set forth with respect
to  each  such Option on the signature page hereof upon the terms and conditions
set  forth  in  this  Agreement.

Section  2.2   Exercise  Price
------------   ---------------

     The  exercise  price of the shares of stock covered by the Options shall be
the  per  share  price,  without  commission  or  other charge, set forth on the
signature  page  hereof  as  the  Exercise  Price.



Section  2.3   Consideration  to  the  Company
------------   -------------------------------

     In  consideration  of  the  granting  of  these Options by the Company, the
Optionee  agrees  to  render faithful and efficient services to the Company or a
Subsidiary  or  Affiliate,  with such duties and responsibilities as the Company
shall  from  time  to  time prescribe.  Nothing in this Agreement or in the Plan
shall  confer  upon  the  Optionee  any  right  to continue in the employ of the
Company  or  any  Subsidiary or Affiliate or shall interfere with or restrict in
any  way the rights of the Company and its Subsidiaries or Affiliates, which are
hereby  expressly  reserved,  to terminate the employment of the Optionee at any
time  for  any  reason  whatsoever,  with  or  without  Cause.

Section  2.4   Adjustments  in  Options
------------   ------------------------

     Subject  to Section 9 of the Plan, in the event that the outstanding shares
of  Common  Stock  subject  to an Option are, from time to time, changed into or
exchanged  for  a  different  number  or  kind of shares of the Company or other
securities  of  the  Company  by  reason  of  a  merger,  consolidation,
recapitalization,  reclassification, stock split, stock dividend, combination of
shares,  or  otherwise,  the  Committee  shall make an appropriate and equitable
adjustment  in  the number and kind of shares or other consideration as to which
such  Option,  or  portions thereof then unexercised, shall be exercisable.  Any
such  adjustment  made  by  the  Committee  shall  be final and binding upon the
Optionee,  the  Company  and  all  other  interested  persons.


                                   ARTICLE III

                             PERIOD OF EXERCISABILITY
                             ------------------------

Section  3.1   Commencement  of  Exercisability
------------   --------------------------------

     (a)  Subject  to  the Optionee's continued employment with the Company, the
Options  shall  become  exercisable  as  follows:

                                 Percentage  of  Option
Date  Option                     Shares  Granted  as  to  Which
Becomes  Exercisable             Option  is  Exercisable
--------------------              -----------------------

After  the  first  anniversary
  of  the  Vesting  Reference  Date          20%

After  the  second  anniversary
  of  the  Vesting  Reference  Date          40%

After  the  third  anniversary
  of  the  Vesting  Reference  Date          60%

After  the  fourth  anniversary
  of  the  Vesting  Reference  Date          80%

After  the  fifth  anniversary
  of  the  Vesting  Reference  Date          100%


     (b)  Notwithstanding  the  foregoing,  each  Option  shall  become
immediately exercisable as to 100% of the shares of Common Stock subject to such
Options  immediately  prior  to a Change of Control (but only to the extent such
Option  has  not  otherwise  terminated  or  become  exercisable).

     (c)  Notwithstanding  the  foregoing, no Option shall become exercisable as
to any additional shares of Common Stock following the termination of employment
of the Optionee for any reason other than a termination of employment because of
death,  Permanent Disability or Retirement of the Optionee and any Option (other
than  as provided in the succeeding sentence) which is non-exercisable as of the
Optionee's  termination  of  employment  shall immediately be cancelled.  In the
event  of  a termination of employment because of death, Permanent Disability or
Retirement  of  the  Optionee,  all  Options  not  otherwise  exercisable  shall
immediately  become exercisable as to 100% of the shares of Common Stock subject
thereto.

Section  3.2   Expiration  of  Options
------------   -----------------------

     Except  as  otherwise  provided  in  Section  5  or  6  of  the  Management
Stockholder's  Agreement,  the Options may not be exercised to any extent by the
Optionee  after  the  first  to  occur  of  the  following  events:

     (a) The tenth anniversary of the Vesting Reference Date;  or

     (b)  The  first  anniversary  of  the  date of the
Optionee's  termination  of  employment by  reason  of  death,  Permanent
Disability  or  Retirement;  or

     (c)  The  first business day which is fifteen (15) calendar  days  after
the earlier of (i) 75 days after termination of employment of  the  Optionee
for any reason other than for Cause or without Good Reason or (ii)  the
delivery of notice by the Company that it does not intend to exercise
its  call  right  under  Section  6  of  the Management Stockholder's Agreement;
provided,  however, that in any event the Options shall remain exercisable under
--------   -------
this subsection 3.2(c) until at least 45 days after termination of employment of
the  Optionee  for  any  reason  other  than  for death, Permanent Disability or
Retirement  (except  as  described  in  clause  (e)  below);  or

     (d)  The date the Option is terminated pursuant to Section  5,  6  or  8(b)
of  the  Management  Stockholder's  Agreement;

     (e)  The  date  of  an  Optionee's  termination of employment  by  the
Company for Cause or by the Optionee without Good Reason; or

     (f)  If  the  Committee  so determines pursuant to Section  9 of the Plan,
the effective date of either the merger or consolidation of  the  Company  into
another Person, or the exchange or acquisition by another Person of all or
substantially all of the Company's assets or 80% or more of its then
outstanding  voting  stock,  or  the  recapitalization,  reclassification,
liquidation  or dissolution of the Company.  At least ten (10) days prior to the
effective  date  of  such  merger,  consolidation,  exchange,  acquisition,
recapitalization,  reclassification,  liquidation  or dissolution, the Committee
shall give the Optionee notice of such event if the Option has then neither been
fully  exercised  nor  become  unexercisable  under  this  Section  3.2.


                                   ARTICLE IV

                                EXERCISE OF OPTION
                                ------------------

Section  4.1   Person  Eligible  to  Exercise
------------   ------------------------------

     Except  as  otherwise provided in Section 5.2 of this Agreement, during the
lifetime of the Optionee, only he may exercise an Option or any portion thereof.
After the death of the Optionee, any exercisable portion of an Option may, prior
to the time when an Option becomes unexercisable under Section 3.2, be exercised
by  his  personal  representative  or by any person empowered to do so under the
Optionee's  will  or under the then applicable laws of descent and distribution.

Section  4.2   Partial  Exercise
------------   -----------------

     Any  exercisable  portion of an Option or the entire Option, if then wholly
exercisable,  may be exercised in whole or in part at any time prior to the time
when  the  Option  or  portion  thereof becomes unexercisable under Section 3.2;
provided, however, that any partial exercise shall be for whole shares of Common
--------  -------
Stock  only.

Section  4.3   Manner  of  Exercise
------------   --------------------

     An  Option,  or any exercisable portion thereof, may be exercised solely by
delivering to the Secretary or his office all of the following prior to the time
when  the  Option  or  such  portion  becomes  unexercisable  under Section 3.2:

     (a)  Notice  in  writing  signed by the Optionee or the other  person  then
entitled to exercise the Option or portion thereof, stating that  the  Option or
portion thereof is thereby exercised, such notice complying with all  applicable
rules  established  by  the  Committee;

     (b)  Full  payment  (in  cash,  by  check  or by a combination thereof)
for the shares with respect to which such Option or portion thereof  is
exercised;

     (c)  A  bona  fide  written  representation  and agreement,  in  a  form
satisfactory to the Committee, signed by the Optionee or other  person  then
entitled to exercise such Option or portion thereof, stating that  the shares
of stock are being acquired for his own account, for investment
and  without  any  present intention of distributing or reselling said shares or
any  of  them  except  as  may be permitted under the Securities Act of 1933, as
amended  (the  "Act"), and then applicable rules and regulations thereunder, and
                ---
that  the  Optionee  or  other  person  then entitled to exercise such Option or
portion thereof will indemnify the Company against and hold it free and harmless
from any loss, damage, expense or liability resulting to the Company if any sale
or  distribution  of the shares by such person is contrary to the representation
and  agreement  referred to above; provided, however, that the Committee may, in
                                   --------  -------
its  absolute  discretion, take whatever additional actions it deems appropriate
to  ensure  the  observance and performance of such representation and agreement
and  to effect compliance with the Act and any other federal or state securities
laws  or  regulations;

     (d)  Full  payment to the Company of all amounts which, under  federal,
state or local law, it is required to withhold upon exercise of the  Option;
and

     (e) In the event the Option or portion thereof shall be exercised  pursuant
to  Section  4.1  by  any  person or persons other than the Optionee,
appropriate  proof of the right of such person or persons to exercise
the  option.

Without  limiting  the generality of the foregoing, the Committee may require an
opinion  of  counsel acceptable to it to the effect that any subsequent transfer
of  shares  acquired  on exercise of an Option does not violate the Act, and may
issue  stop-transfer orders covering such shares.  Share certificates evidencing
stock  issued  on  exercise  of  this  Option  shall  bear an appropriate legend
referring  to  the provisions of subsection (c) above and the agreements herein.
The  written  representation  and  agreement referred to in subsection (c) above
shall,  however,  not  be  required  if the shares to be issued pursuant to such
exercise  have  been  registered  under  the  Act, and such registration is then
effective  in  respect  of  such  shares.

Section  4.4   Conditions  to  Issuance  of  Stock  Certificates
------------   -------------------------------------------------

     The  shares  of  stock  deliverable  upon the exercise of an Option, or any
portion  thereof,  may  be  either  previously authorized but unissued shares or
issued shares which have then been reacquired by the Company.  Such shares shall
be  fully paid and nonassessable.  The Company shall not be required to issue or
deliver  any  certificate or certificates for shares of stock purchased upon the
exercise  of  an  Option  or  portion thereof prior to fulfillment of all of the
following  conditions:

     (a)  The  obtaining of approval or other clearance from any  state  or
federal  governmental  agency  which the Committee shall, in its absolute
discretion,  determine  to  be  necessary  or  advisable;  and

     (b)  The  lapse  of  such  reasonable  period  of  time following  the
exercise  of  the  Option as the Committee may from time to time establish  for
reasons  of  administrative  convenience.

     (c)  The  execution  by  the  Optionee  of  a Management Stockholder's
Agreement  and  Sale  Participation  Agreement.


Section  4.5   Rights  as  Stockholder
------------   -----------------------

     The  holder  of  an  Option  shall  not  be,  nor have any of the rights or
privileges of, a stockholder of the Company in respect of any shares purchasable
upon  the  exercise  of  the  Option  or  any  portion  thereof unless and until
certificates  representing  such shares shall have been issued by the Company to
such  holder.








                                   ARTICLE IV

                                  MISCELLANEOUS
                                  -------------

Section  5.1   Administration
------------   --------------

     The Committee shall have the power to interpret the Plan and this Agreement
and  to  adopt such rules for the administration, interpretation and application
of  the  Plan  as  are  consistent therewith and to interpret or revoke any such
rules.  All actions taken and all interpretations and determinations made by the
Committee  shall  be  final  and  binding upon the Optionee, the Company and all
other interested persons.  No member of the Committee shall be personally liable
for  any action, determination or interpretation made in good faith with respect
to  the Plan or the Options.  In its absolute discretion, the Board of Directors
may  at any time and from time to time exercise any and all rights and duties of
the  Committee  under  the  Plan  and  this  Agreement.

Section  5.2   Options  Not  Transferable
------------   --------------------------

     Except  as  provided  in  the  Management  Stockholder's  Agreement,
neither the Options nor any interest or right therein or part thereof shall be
liable for the debts, contracts or engagements of the Optionee or his successors
in interest or shall be subject to disposition by transfer, alienation,
anticipation, pledge, encumbrance, assignment or any other means whether such
disposition be voluntary or involuntary or by operation of law by judgment,
levy, attachment, garnishment or any other legal or equitable proceedings
(including bankruptcy), and any attempted disposition thereof shall be null and
void and of no effect. Notwithstanding the foregoing, the following transfers
are permitted: (x) transfers upon death by will or by the applicable laws of
descent and distribution; and (y) a transfer made after the Vesting Reference
Date in compliance with the federal and state securities laws to a trust,
custodianship or partnership, the beneficiaries of which may include only the
Optionee, his spouse and/or his lineal descendants, provided that any such
transfer is made expressly subject to this Agreement and that the transferee
agrees in writing to be bound by the terms and conditions hereof.

Section  5.3   Shares  to  Be  Reserved
------------   ------------------------

     The  Company  shall at all times during the term of the Options reserve and
keep  available  such number of shares of stock as will be sufficient to satisfy
the  requirements  of  this  Agreement.

Section  5.4   Notices
------------   -------

     Any  notice  to  be  given under the terms of this Agreement to the Company
shall be addressed to the Company in care of its Secretary, and any notice to be
given to the Optionee shall be addressed to him at the address given beneath his
signature  hereto.  By a notice given pursuant to this Section 5.4, either party
may hereafter designate a different address for notices to be given to him.  Any
notice  which  is required to be given to the Optionee shall, if the Optionee is
then  deceased,  be  given  to  the  Optionee's  personal representative if such
representative  has previously informed the Company of his status and address by
written  notice  under this Section 5.4.  Any notice shall have been deemed duly
given  when  enclosed  in  a  properly  sealed  envelope or wrapper addressed as
aforesaid,  deposited  (with  postage  prepaid)  in a post office or branch post
office  regularly  maintained  by  the  United  States  Postal  Service.

Section  5.5   Titles
------------   ------

          Titles  are  provided herein for convenience only and are not to serve
as  a  basis  for  interpretation  or  construction  of  this  Agreement.

Section  5.6   Applicability  of  Plan  and  Management  Stockholder's Agreement
------------   -----------------------------------------------------------------

          The Options and the shares of Common Stock issued to the Optionee upon
exercise  of  the Options shall be subject to all of the terms and provisions of
the Plan and the Management Stockholder's Agreement, to the extent applicable to
the  Options  and  such  shares.  In  the  event  of  any  conflict between this
Agreement  and  the  Plan, the terms of the Plan shall control.  In the event of
any conflict between this Agreement or the Plan and the Management Stockholder's
Agreement,  the  terms  of the Management Stockholder's Agreement shall control.

Section  5.7   Amendment
------------   ---------

     This  Agreement  may  be  amended only by a writing executed by the parties
hereto  which  specifically  states  that  it  is  amending  this  Agreement.



Section  5.8   Governing  Law
------------   --------------

     The  laws  of the State of New Jersey (or, if the Company reincorporates in
another state, the laws of that state) shall govern the interpretation, validity
and  performance of the terms of this Agreement regardless of the law that might
be  applied  under  principles  of  conflicts  of  laws.

Section  5.9   Consent  to  Jurisdiction;  Waivers
------------   -----------------------------------

     The  laws  of  the  state  of  New  Jersey shall govern the interpretation,
validity  and  performance of the terms of this Agreement, regardless of the law
that might be applied under principles of conflicts of law.  Any suit, action or
proceeding  against the Optionee with respect to this Agreement, or any judgment
entered  by  any court in respect of any thereof, may be brought in any court of
competent  jurisdiction  in  the  State  of  New  Jersey  (or,  if  the  Company
reincorporates  in another state, in that state) or New York, as the Company may
elect  in  its  sole  discretion,  and  the  Optionee  hereby  submits  to  the
non-exclusive  jurisdiction  of  such  courts  for the purpose of any such suit,
action,  proceeding  or  judgment.  The  Optionee  hereby irrevocably waives any
objections  which he may now or hereafter have to the laying of the venue of any
suit,  action or proceeding arising out of or relating to this Agreement brought
in  any  court  of competent jurisdiction in the State of New Jersey (or, if the
Company  reincorporates in another state, in that state) or New York, and hereby
further  irrevocably  waives  any claim that any such suit, action or proceeding
brought  in any such court has been brought in any inconvenient forum.  No suit,
action  or  proceeding against the Company with respect to this Agreement may be
brought  in  any  court,  domestic or foreign, or before any similar domestic or
foreign  authority  other than in a court of competent jurisdiction in the State
of  New  Jersey  (or,  if  the  Company reincorporates in another state, in that
state)  or  New York, and the Optionee hereby irrevocably waives any right which
he  may  otherwise have had to bring such an action in any other court, domestic
or  foreign,  or  before any similar domestic or foreign authority.  The Company
hereby  submits  to  the jurisdiction of such courts for the purpose of any such
suit,  action  or  proceeding.

     EACH  PARTY  IRREVOCABLY  AND  UNCONDITIONALLY  WAIVES TRIAL BY JURY IN ANY
LEGAL  ACTION  OR  PROCEEDING  IN  RELATION  TO  THIS  AGREEMENT  AND  FOR  ANY
COUNTERCLAIM  THEREIN.

Section  5.10   Counterparts
-------------   ------------

     This  Agreement  may  be  signed in two or more counterparts, each of which
will  be deemed  an  original.


<PAGE>
IN  WITNESS  WHEREOF,  this  Agreement  has  been  executed and delivered by the
parties  hereto.

                                                     BORDEN  CHEMICAL,  INC.


                                                     By----------------------
                                                     Title:


-------------------------
Optionee:


---------------------------

---------------------------
Address


Optionee's  Taxpayer
Identification  Number:     ------------------------------


Aggregate  number  of  shares  of  Common  Stock  for  which
the  Option  granted  hereunder  is  exercisable:  ------------


Exercise  Price  :  $.---------------


Vesting  Reference  Date:  ---------------


<PAGE>