Exhibit  4.5


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


     THIS  AGREEMENT,  dated as of the Agreement Date indicated on the signature
page  hereof  (this "Agreement") 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)  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 Non-Qualified Options provided for
herein  to the Optionee as an incentive for increased efforts during his term of
office  with  the  Company  or  its  Subsidiaries  , and has advised the Company
thereof  and  instructed  the  undersigned  officers  to  issue  said  Options;

     NOW  THEREOF, in consideration of the mutual covenants herein contained and
other  good and valuable consideration, receipt of which is hereby acknowledged,
the  parties  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.  Capitalized terms used but not defined herein shall be used as
defined  in  the  Plan.


Section  1.1     "Affiliate" shall  mean,  with respect  to  the Company,
                  ---------
any  corporation 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 improvement 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" shall  mean  (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      "Code" shall mean the Internal Revenue Code of 1986, as
                  ----
amended.


Section  1.5     "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  1.6     "Exercisable  Option  Shares" shall  mean  the  shares  of
                   ----------------------------
Common Stock which, at the time of determination of the Option Excess Price (as
defined below), could be purchased by the Optionee upon exercise of this
outstanding Option or other options.


 Section  1.7     "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 1.8     "Group" shall mean 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  1.9     "Management  Stockholder's  Agreement"  shall  mean  a
                  ------------------------------------
management stockholder's agreement in form and substance satisfactory to the
Company, which agreement shall be substantially similar to the management
stockholder's agreements to which the Company is a party as of the date hereof
with certain stockholders of the Company, unless the Company shall in its sole
discretion otherwise determine.


Section  1.10     "Option Excess Price" shall mean the excess, if any, of the
                   -------------------
Special Treatment Termination Price or the Ordinary Termination Price, as the
case may be, over the exercise price of the Option, multiplied by the number of
Exercisable Option Shares.


 Section  1.11     "Optionee's  Estate"  shall  mean,  after  the  death
                    -----------------
of the Optionee, the Optionee's executors, administrators, testamentary
trustees, legatees or beneficiaries.


Section  1.12     "Options"  shall  mean  the non-qualified  options
                   -------
to  purchase  Common Stock granted under this Agreement.


Section  1.13     "Other  Optionees" shall mean other individuals who are
                   ----------------
or will be employees of the Company or one of its Subsidiaries and who own
options pursuant to the Plan.


Section 1.14     "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.  "Permanently
                                                                   -----------
Disabled"  shall  have  a  correlative  meaning.
--------

Section  1.15     "Person" shall mean an individual, partnership, corporation,
                   ------
business trust, joint stock company, trust, unincorporated association, joint
venture, governmental authority or other entity of whatever nature.


Section  1.16     "Plan"    shall  mean  the 1996 Stock Purchase  and Option
                   ----
Plan for Key Employees of the Company and its Subsidiaries, as amended.


Section  1.17     "Pronouns" The masculine pronoun shall  include the  feminine
                   --------
and neuter, and the singular the plural, where the context so indicates.


Section  1.18     "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 or
the Committee) after having been employed by the Company or a Subsidiary for at
least three years after the Vesting Reference Date.


Section  1.19      "Sale  Participation Agreement" shall  mean that certain
                   --------------------------------
sale  participation agreement in form and substance satisfactory to the Company,
which  agreement  shall  be  substantially  similar  to  the  sale participation
agreements  to  which  the Company is a party as of the date hereof with certain
stockholders  of  the  Company,  unless the Company shall in its sole discretion
otherwise  determine.

Section  1.20     "Secretary"  shall  mean  the Secretary of  the  Company.
                   ---------


Section  1.21     "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  1.22     "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 Option shall be the
price  per  share  set  forth  on  the  signature  page  hereof.

Section  2.3     Consideration to the Company
                 -----------------------------
In  consideration  of  the  granting of this Option 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
the 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 considerations 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.

Section  2.5     Termination  of  Options  Upon  a  Special  Treatment Event.
                 -----------------------------------------------------------

     (a)     Except  as  otherwise provided herein, if, , (i)(A) the Optionee is
still  in the employ of the Company or any Subsidiary of the Company and (B) the
Optionee either dies or becomes Permanently Disabled or (ii) the Optionee elects
Retirement (any event referred to in clause (i) or clause (ii) being referred to
herein  as  a  "Special  Treatment  Event"), then the Optionee or the Optionee's
                -------------------------
Estate,  as  the case may be, shall have the right, for  twelve months following
the  date  of  the  occurrence  of  such Special Treatment Event, to require the
Company  to pay to the Optionee or the Optionee's Estate, as the case may be, an
amount  equal to the Option Excess Price, determined on the basis of the Special
Treatment  Termination  Price  as  provided  in Section 2.7, with respect to the
termination  of  outstanding  Options  held  by  the Optionee.  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 Optionee or the Optionee's Estate,
as  the case may be, shall send written notice to the Company's Secretary of its
intention  to  terminate such Options in exchange for the payment referred to in
the  preceding  sentence  (the  "Optionee  Termination  Notice").
                                 -----------------------------

     (b)     The  payment provided for in Section 2.5(a) shall take place at the
principal  office  of  the Company on the tenth business day after the giving of
the  Optionee  Termination  Notice.  The  Option  Excess  Price shall be paid by
delivery  to  the  Optionee  or  the Optionee's Estate, as the case may be, of a
check  or  checks in the appropriate amount payable to the order of the Optionee
or  the  Optionee's  Estate, as the case may be, against delivery of appropriate
documents canceling the Options so terminated appropriately endorsed or executed
by  the  Optionee  or  the  Optionee's  Estate,  or  his  or its duly authorized
representative.

     (c)     Notwithstanding  anything  in  Section  2.5(a)  or  2.5(b)  to  the
contrary  and  subject  to  Section 2.8, (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 termination 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 termination
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 make
                        -----
payments  to  the  Optionee  or  the Optionee's Estate, as the case may be, with
respect  to the termination of the Options until the first business day which is
10  calendar  days  after  all of the foregoing Events have ceased to exist (the
"Option  Termination  Eligibility  Date"); provided, however, that the number of
 ---------------------------------------    --------  -------
Exercisable  Option  Shares  for purposes of calculating the Option Excess Price
payable  under  this  Section  2.5(c) shall be that number of Exercisable Option
Shares,  held  by  the Optionee or the Optionee's Estate, as the case may be, at
the  time  of  delivery  of  an  Optionee  Termination Notice in accordance with
Section  2.5(a)  hereof;  provided,  further,  that  the  Option  Termination
                          --------   -------
Calculation  Date  (as defined in Section 2.7) shall be determined in accordance
with  Section  2.6  as  of  the  Option Termination Eligibility Date (unless the
Special  Treatment  Termination Price would be greater if the Option Termination
Calculation Date has been determined as if no Event had occurred, in which case,
solely  for  purposes  of  this proviso, the Option Termination 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
termination  pursuant  to  such  Optionee  Termination  Notice.

     (d)     Notwithstanding  any  other  provision  of  this Section 2.5 to the
contrary  and  subject to Section 2.8, the Optionee or the Optionee's Estate, as
the  case  may  be,  shall  have  the right to withdraw any Optionee Termination
Notice  which  has  been  pending  for  60  or  more days and which has remained
unsatisfied  because  of  the  provisions  of  Section  2.5(c).



Section  2.6   The Company's Right to Terminate Options of Optionee Section
               ------------------------------------------------------------

     (a)     If,  on or prior to the  fifth anniversary of the Vesting Reference
Date, the Optionee's active employment with the Company (and/or, if applicable,
its Subsidiaries) is terminated for any reason other than a termination by the
Company for Cause or by the Optionee without Good Reason , (a "Company
                                                           -------------
Termination Event") then the Company shall have the right
-------------------
(the  "Company  Termination  Right"),  in  the  Company's  sole  discretion,  to
       ---------------------------
terminate  the Options and pay the Optionee an amount equal to the Option Excess
Price  determined  on the basis of the Ordinary Termination Price (as defined in
Section  2.7)  or the Special Treatment Termination Price, in the event that the
termination of employment results from a Special Treatment Event, as provided in
Section  2.5, with respect to the termination of outstanding Options held by the
Optionee.  The Company shall have a period of 75 days from the date of a Company
Termination  Event  in  which  to give notice in  writing  to  the  Optionee
of  the  exercise  of  such  election  ("Company Termination  Notice").
                                       -------------------------------

     (b)     The  termination  and payment pursuant to Section 2.6(a) shall take
place at the principal office of the Company on the tenth business day after the
giving  of the Company Termination Notice.  Payment shall be made by delivery to
the Optionee of a check or checks in the appropriate amount payable to the order
of  the  Optionee  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. From and after
the  time of such payment, the Options shall immediately be terminated and shall
no  longer  be  outstanding  or  exercisable.

     (c)     Notwithstanding  any  other  provision  of  this Section 2.6 to the
contrary  and  subject  to  Section  2.8,  if there exists and is continuing any
Event,  then  the  Company may delay the termination of any of the Options until
the  Option  Termination Eligibility Date; provided, however, that the number of
                                           --------  -------
Exercisable  Option  Shares  for purposes of calculating the Option Excess Price
payable  under  this  Section  2.6(c) shall be that number of Exercisable Option
Shares,  held  by  the Optionee or the Optionee's Estate, as the case may be, at
the  time of delivery of a Company Termination Notice in accordance with Section
2.6(a)  hereof;  provided, further, that the Option Termination Calculation Date
                 --------  -------
shall  be  determined  in  accordance  with  Section  2.7  based  on  the Option
Termination  Eligibility  Date (unless the applicable Termination Price would be
greater  if the Option Termination Calculation Date had been determined as if no
Event  had  occurred,  in  which  case, solely for purposes of this proviso, the
Option  Termination  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 Company
Termination  Notice  shall  continue  to  be  exercisable  until the termination
pursuant  to  such  Company  Termination  Notice.


Section 2.7     Determination of Termination Price.
                ----------------------------------

     (a)     The  Special  Treatment  Termination  Price  and  the  Ordinary
Termination  Price  are hereinafter collectively referred to as the "Termination
                                                                     -----------
Price".  The Termination Price shall be calculated on the basis of the unaudited
 ----
financial statements of the Company or the Market Price Per Share (as defined in
Section  2.7(f)  as  of the last day of the month preceding the later of (i) the
month in which the event giving rise to the termination occurs and(ii) the month
in  which the Option Termination Eligibility Date occurs (hereinafter called the
"Option Termination Calculation Date"). The event giving rise to the termination
 -----------------------------------
shall  be  the  death,  permanent  disability,  retirement  or  termination  of
employment,  as  the  case  may  be,  of the Optionee, and not the giving of any
notice  required  pursuant  to  Section  2.5  or  2.6.

     (b)     The  "Special  Treatment  Termination  Price"  shall  be:
                   --------------------------------------

               (i)     Prior  to  a  Public  Offering  (as  defined  in  Section
               2.7(e)),  a  per  share Termination Price equal to $2.00
               (the "Base  Price")
                   --------------
               plus  the amount,  if  any, by which the Modified  Book  Value
               ---
               Per  Share

               (as defined in Section 2.7(d)) as of the Option Termination
               Calculation Date exceeds the  Base  Price.

               (ii)     After  Public Offering, a per share Termination Price
               equal to the Base Price  plus  the  amount,  if any, by which
                                        ----
               the Market Price Per Share as of the Option Termination
               Calculation                Date  exceeds  the  Base  Price.

     (c)     The  "Ordinary  Termination  Price"  shall  be:
                   ----------------------------

               (i)     Prior  to  a Public Offering, a per share Termination
               Price equal to the lesser  of:

                      (A)     the  Modified  Book  Value  Per  Share;  and

                      (B)     the  Base 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 Option  Termination
                              Calculation  Date  exceeds  the  Base  Price

               (ii)     After  a  Public  Offering,  a per share Termination
                        Price equal to the lesser  of:

                      (A)     the  Market  Price  Per  Share;  and

                      (B)     the  Base Price plus (x) the Percentage (as
                                              ----
                              defined below) multiplied by

                      (y)     the  amount,  if  any, by which the Market Price
                              Per Share as of the Option Termination
                              Calculation Date  exceeds  the  Base  Price.

               (iii)     The  "Percentage"  shall  be  determined  as  follows:
                               ----------





Option  Termination  Calculation  Date                                Percentage
--------------------------------------                                ----------


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

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

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

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


After  the  fifth  anniversary  of the Vesting Reference Date               100%

     (d)     For  purposes  hereof, "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 after  the  Vesting
                       Reference  Date as common equity by the shareholders of
                       the Company  in  exchange  for  shares of Common Stock of
                       the Company, 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
                       have a per share  exercise  price  less than such
                       quotient (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 (x) all In-the-Money Options have  been
                       included  in  such  adjustment  of such quotient or
                       (y) 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 Grant, "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.

     (f)     For purposes of this Grant, "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 Option Termination 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 Option Termination Calculation Date, the average of the
closing  bid  and  asked  prices  on each such exchange at the end of the Option
Termination  Calculation  Date or if there is no such bid and asked price on the
Option Termination 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 Option
Termination  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)     In determining the Termination 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.

Section  2.8     Pro  Rata  Terminations.
                 ------------------------

     Notwithstanding  anything to the contrary contained in Sections 2.5, 2.6 or
2.7,  if at any time consummation of all payments and terminations to be made by
the  Company  pursuant  hereto  and  pursuant  to  the terms of Other Optionees'
options  to  purchase shares of Common Stock  would result in an Event, then the
Company shall make payments to the Optionee and Other Optionees pro rata (on the
basis  of  the  proportion  of  the number of options each such Optionee and all
Other  Optionees  have  elected  or are required to sell to the Company) for the
Option  Excess  Price  for  the  maximum  number  of  options  permitted without
resulting  in  an  Event  (the "Maximum Termination Amount").  The provisions of
                                --------------------------
Sections  2.5(c)  and  2.6(c)  shall  apply  in  their  entirety to payments and
terminations  with  respect  to  Options which may not be made due to the limits
imposed  by the Maximum Termination Amount under this Section 2.8.  Until all of
such  options  are  terminated and paid for by the Company, the Optionee and the
Other  Optionees  whose  options  are  terminated  and paid for the Company, the
Optionee  and the Other Optionees whose options are not terminated in accordance
with  this  Section  2.8  shall  have  priority, on a pro rata basis, over other
terminations  of  options  by  the  Company  pursuant  to  this  Grant and Other
Optionees'  Grants.


Section  2.9     Rights  to  Negotiate  Termination  Price.
                 -------------------------------------------

     Nothing  in  this Grant shall be deemed to restrict or prohibit the Company
from  terminating  Options  at any time, upon such terms and conditions, and for
such  payment,  as  may  be  mutually  agreed  upon  between the Company and the
Optionee,  whether  or  not  at the time of such termination circumstances exist
which specifically grant the Company the right to terminate, or the Optionee has
the  right  to  receive,  the Option Excess Price under the terms of this Grant.

Section  2.10     Expiration  of  Certain  Provisions.
                  -----------------------------------

     The provisions contained in Sections 2.5 and 2.6 hereof, and the portion of
any  other provisions hereof which incorporated 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, or
a  sale  of Common Stock owned by Borden Holdings, Inc., a  Delaware corporation
(the  "Parent"),  but only if such merger, reorganization, business combination,
       ------
liquidation  or  sale  of  Common  Stock  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.

                                    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 Option
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  canceled.  In  the  event  of  a termination of employment because of death,
Permanent  Disability  or  Retirement  of  the  Optionee,  the  Options  shall
immediately become exercisable as to all shares of Common Stock subject thereto.

     Section  3.2     Expiration  of  Options.
                      ------------------------
     Except  as  otherwise provided in Section 2.5 or 2.6 of this 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 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 Company Termination Right under
             Section 2.6; 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 Sections 2.6, 2.7
             or 2.8 of  this  Agreement;  or

     (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  the  Optionee  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 her 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  the Optionee's 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;

     (e)     An executed Management Stockholder's Agreement along with any other
documents  that  the  Company  may  require,  including  a  Sale  Participation
Agreement,  or  appropriate proof  such agreements have been previously executed
by  the  Optionee;  and

     (f)     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  certificate  or certificates for such
shares shall bear such legend or legends as the Committee shall, in its absolute
discretion, determine in accordance with the Plan, including any legend required
to  limit  or  restrict  transferability  of  the  shares  represented  by  such
certificate.  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  to time establish for reasons of
administrative  convenience;  and

     (c)     Except  as the Company may otherwise agree in writing, the Optionee
shall  have made an election pursuant to Treasury Regulation 1.83-2 with respect
to  the Common Stock to be acquired upon such exercise of the Options, and shall
have  delivered  to the Company copies of the forms of election the Optionee has
filed with the Internal Revenue Service within 30 days after the exercise of the
Options,  with  evidence  that  each  such  election  has been filed in a timely
manner.


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 V

                                  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 this 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,  the
Optionee's 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     Optionee's Employment by Company.
                 --------------------------------

     Nothing  in  this  Grant  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  5.4     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  5.5     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 indicated on the
signature  page  hereto.  By a notice given pursuant to this Section 5.5, 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 5.5.  Any notice shall have been
deemed  duly  given  when  enclosed  in  a  properly  sealed envelope or wrapper
addressed as aforesaid, and delivered personally or by private courier or mailed
by  registered  or  certified  mail, postage prepaid, return receipt requested.

Section  5.6     Titles.
                 --------

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

Section  5.7     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  5.8     Termination  of  Borden, Inc.  Stock  Options
                  --------------------------------------------

By  accepting  this grant, Optionee consents to the termination and cancellation
of all stock options, stock appreciation rights, equity appreciation rights, and
other  stock  based  grants or similar equity based compensation received by the
Optionee  from  Borden,  Inc.  prior  to  March  14,  1995.


 Section  5.9     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  5.10   Governing  Law.
                 ----------------
     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  laws.

 Section  5.11    Consent  to Jurisdiction; Waivers.
                  ----------------------------------

     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,
Ohio  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,  Ohio  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, Ohio 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  5.12     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:






NAME  OF  OPTIONEE:
-------------------

SIGNATURE  OF  OPTIONEE:
------------------------

ADDRESS  OF  OPTIONEE:
----------------------------

OPTIONEE'S  TAXPAYER  IDENTIFICATION
(SOCIAL  SECURITY)  NUMBER:
------------------------------------

AGREEMENT  DATE:     October  1,  2003
----------------     -----------------

AGGREGATE  NUMBER  OF  SHARES  OF
COMMON  STOCK  FOR  WHICH  THE  OPTION
GRANTED  HEREUNDER  IS  EXERCISABLE:
------------------------------------

VESTING  REFERENCE  DATE:     October  1,  2003
-------------------------     -----------------

EXERCISE  PRICE:     $2.00  per  share  of  Common  Stock
----------------     ------------------------------------


<PAGE>