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                                                                     Exhibit 4.4

                          Huntsman International LLC

            EU50,000,000 10 1/8% Senior Subordinated Notes due 2009

                     unconditionally guaranteed as to the
                        payment of principal, premium,
                            if any, and interest by

                                 Eurofuels LLC
                            Eurostar Industries LLC
                           Huntsman EA Holdings LLC
                         Huntsman Ethyleneamines Ltd.
                     Huntsman International Financial LLC
                      Huntsman International Fuels, L.P.
                     Huntsman Propylene Oxide Holdings LLC
                         Huntsman Propylene Oxide Ltd.
                          Huntsman Texas Holdings LLC
                             Tioxide Americas Inc.
                                 Tioxide Group

                  Exchange and Registration Rights Agreement
                   ------------------------------------------

                                                                May 1, 2001
Deutsche Bank AG London
Winchester House
1 Great Winchester Street
London, England EC2N2DB

Ladies and Gentlemen:

Huntsman International LLC, a Delaware limited liability company (the
"Company"), proposes to issue and sell to the Purchasers (as defined herein)
upon the terms set forth in the Purchase Agreement (as defined herein)
EU50,000,000 aggregate principal amount of its 10 1/8% Senior Subordinated Notes
due 2009, which are unconditionally guaranteed by each of Eurofuels LLC,
Eurostar
<PAGE>

Industries LLC, Huntsman EA Holdings LLC, Huntsman Ethyleneamines Ltd., Huntsman
International Financial LLC, Huntsman International Fuels, L.P., Huntsman
Propylene Oxide Holdings LLC, Huntsman Propylene Oxide Ltd., Huntsman Texas
Holdings LLC, Tioxide Americas Inc. and Tioxide Group.

          As an inducement to the Purchaser to enter into the Purchase Agreement
and in satisfaction of a condition to the obligations of the Purchaser
thereunder, the Company and the Guarantors agree with the Purchaser for the
benefit of holders (as defined herein) from time to time of the Registrable
Securities (as defined herein) as follows:

          1.   Certain Definitions.  For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

          "Base Interest" shall mean the interest that would otherwise accrue on
     the Securities under the terms thereof and the Indenture, without giving
     effect to the provisions of this Agreement.

          The term "broker-dealer" shall mean any broker or dealer registered
     with the Commission under the Exchange Act.

          "Closing Date" shall mean the date on which the Securities are
     initially issued.

          "Commission" shall mean the United States Securities and Exchange
     Commission, or any other federal agency at the time administering the
     Exchange Act or the Securities Act, whichever is the relevant statute for
     the particular purpose.

          "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the Shelf
     Registration Statement effective or as of which the Shelf Registration
     Statement otherwise becomes effective.

          "Electing Holder" shall mean any holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Company
     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

          "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

          "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof.

          "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(c) hereof.

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<PAGE>

          "Exchange Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof.

          "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.

          "Guarantee" shall have the meaning assigned thereto in the Indenture.

          "Guarantor" shall have the meaning assigned thereto in the Indenture.

          The term "holder" shall mean the Purchaser and other persons who
     acquire Registrable Securities from time to time (including any successors
     or assigns), in each case for so long as such person owns any Registrable
     Securities.

          "Indenture" shall mean the Indenture, dated as of March 13, 2001,
     between the Company, the Guarantors and The Bank of New York, as Trustee,
     as the same shall be amended from time to time relating to the Securities.

          "Notice and Questionnaire" means a Notice of Registration Statement
     and Selling Securityholder Questionnaire substantially in the form of
     Exhibit A hereto.

          The term "person" shall mean a corporation, association, partnership,
     limited liability company, organization, business, individual, government
     or political subdivision thereof or governmental agency.

          "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     April 24, 2001, among the Purchaser, the Guarantors and the Company
     relating to the Securities.

          "Purchaser" shall mean Deutsch Bank AG London.

          "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security that, pursuant to
     the last two sentences of Section 2(a), is included in a prospectus for use
     in connection with resales by broker-dealers shall be deemed to be a
     Registrable Security with respect to Sections 5, 6 and 9 until resale of
     such Registrable Security has been effected within the 120-day period
     referred to in Section 2(a)); (ii) in the circumstances contemplated by
     Section 2(b) hereof, a Shelf Registration Statement registering such
     Security under the Securities Act has been declared or becomes effective
     and such Security has been sold or otherwise transferred by the holder
     thereof pursuant to and in a manner contemplated by such effective Shelf
     Registration Statement; (iii) such Security is sold pursuant to Rule 144
     under circumstances in which any legend borne by such Security relating to
     restrictions on transferability thereof, under the Securities Act or
     otherwise, is removed by the Company or pursuant to the Indenture;

                                       3
<PAGE>

     (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule
     144; or (v) such Security shall cease to be outstanding.

          "Registration Default" shall have the meaning assigned thereto in
     Section 2(c) hereof.

          "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof.

          "Resale Period" shall have the meaning assigned thereto in Section
     2(a) hereof.

          "Restricted Holder" shall mean (i) a holder that is an affiliate of
     the Company within the meaning of Rule 405, (ii) a holder who acquires
     Exchange Securities outside the ordinary course of such holder's business,
     (iii) a holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange Securities received by such broker-dealer pursuant to an
     Exchange Offer in exchange for Registrable Securities acquired by the
     broker-dealer directly from the Company.

          "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

          "Securities" shall mean the euro denominated 10 1/8% Senior
     Subordinated Notes due 2009 of the Company to be issued and sold to the
     Purchaser pursuant to the Purchase Agreement, and securities issued in
     exchange therefor or in lieu thereof pursuant to the Indenture (other than
     Exchange Securities).  Each Security is entitled to the benefit of the
     guarantee provided for in the applicable Indenture (the "Guarantee") and,
     unless the context otherwise requires, any reference herein to a
     "Security," an "Exchange Security" or a "Registrable Security" shall
     include a reference to the related Guarantee.

          "Securities Act" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time.

          "Shelf Registration" shall have the meaning assigned thereto in
     Section 2(b) hereof.

          "Shelf Registration Statement" shall have the meaning assigned thereto
     in Section 2(b) hereof.

          "Special Interest" shall have the meaning assigned thereto in Section
     2(c) hereof.

          "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

                                       4
<PAGE>

          Unless the context otherwise requires, any reference herein to a
"Section" or "clause" refers to a Section or clause, as the case may be, of this
Exchange and Registration Rights Agreement, and the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this Exchange and
Registration Rights Agreement as a whole and not to any particular Section or
other subdivision.

          2.   Registration Under the Securities Act.

          (a)  Except as set forth in Section 2(b) below, the Company agrees to
use its reasonable best efforts to file under the Securities Act, as soon as
practicable, but no later than 75 days after the Closing Date, a registration
statement relating to an offer to exchange (such registration statement, the
"Exchange Registration Statement", and such offer, the "Exchange Offer") any and
all of the Registrable Securities for a like aggregate principal amount of debt
securities issued by the Company and guaranteed by the Guarantors, which debt
securities and guarantee are substantially identical to the Securities and the
related Guarantees, respectively (and are entitled to the benefits of a trust
indenture which is substantially identical to the applicable Indenture or is
such Indenture and which has been qualified under the Trust Indenture Act),
except that they have been registered pursuant to an effective registration
statement under the Securities Act and do not contain provisions for
registration rights or the additional interest contemplated in Section 2(c)
below (such new debt securities hereinafter called "Exchange Securities").  The
Company agrees to use its reasonable best efforts to cause the Exchange
Registration Statement to become effective under the Securities Act as soon as
practicable, but no later than 210 days following the date of filing of the
Exchange Offer Registration Statement.  The Exchange Offer will be registered
under the Securities Act on the appropriate form and will comply with all
applicable tender offer rules and regulations under the Exchange Act.  The
Company further agrees to use its reasonable best efforts to commence and
complete the Exchange Offer promptly, but no later than 45 days after such
registration statement has become effective, hold the Exchange Offer open for at
least 30 days and exchange Exchange Securities for all Registrable Securities
that have been properly tendered and not withdrawn on or prior to the expiration
of the Exchange Offer.  The Exchange Offer will be deemed to have been
"completed" only if the debt securities and related guarantee received by
holders other than Restricted Holders in the Exchange Offer for Registrable
Securities are, upon receipt, transferable by each such holder without
restriction under the Securities Act and without material restrictions under the
blue sky or securities laws of a substantial majority of the States of the
United States of America, it being understood that broker-dealers receiving
Exchange Notes will be subject to certain prospectus delivery requirements with
respect to resale of the Exchange Notes.  The Exchange Offer shall be deemed to
have been completed upon the earlier to occur of (i) the Company having
exchanged the Exchange Securities for all outstanding Registrable Securities
pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant
to the Exchange Offer, Exchange Securities for all Registrable Securities that
have been properly tendered and not withdrawn before the expiration of the
Exchange Offer, which shall be on a date that is at least 30 days following the
commencement of the Exchange Offer.  The Company agrees (x) to include in the
Exchange Registration Statement a prospectus for use in any resales by any
holder of Exchange Securities that is a broker-dealer and (y) to keep such
Exchange Registration Statement effective for a period (the "Resale Period")
beginning when Exchange

                                       5
<PAGE>

Securities are first issued in the Exchange Offer and ending upon the earlier of
the expiration of the 120th day after the Exchange Offer has been completed or
such time as such broker-dealers no longer own any Registrable Securities. With
respect to such Exchange Registration Statement, such holders shall have the
benefit of the rights of indemnification and contribution set forth in Sections
6(a), (c), (d) and (e) hereof.

          Each holder that participates in the Exchange Offer will be required,
as a condition to its participation in the Exchange Offer, to represent to the
Company in writing (which may be contained in the applicable letter of
transmittal) (i) that any Exchange Securities to be received by it will be
acquired in the ordinary course of its business, (ii) that at the time of the
commencement of the Exchange Offer such holder will have no arrangement or
understanding with any Person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Securities in violation of the
provisions of the Securities Act, (iii) that such holder is not an affiliate of
the Company within the meaning of the Securities Act and (iv) that such holder
is not acting on behalf of a Person who could not make the foregoing
representations.  In addition, each broker-dealer that will receive Exchange
Securities for its own account in exchange for Securities that were acquired as
a result of market-making or other trading activities will be required to
represent that the Securities being tendered by such broker-dealer were acquired
in ordinary trading or market-making activities.  A broker-dealer that is not
able to make the foregoing representation will not be permitted to participate
in the Exchange Offer.

          (b)  If (i) on or prior to the time the Exchange Offer is completed
existing Commission interpretations are changed such that the debt securities or
the related guarantee received by holders other than Restricted Holders in the
Exchange Offer for Registrable Securities are not or would not be, upon receipt,
transferable by each such holder without restriction under the Securities Act,
(ii) the Exchange Offer has not been completed within 255 days following the
date of filing of the Exchange Registration Statement or (iii) the Exchange
Offer is not available to any holder of the Securities by reason of U.S. law or
Commission policy (other than due solely to the status of such holder as an
affiliate of the Company within the meaning of the Securities Act), the Company
shall, in lieu of (or, in the case of clause (iii), in addition to) conducting
the Exchange Offer contemplated by Section 2(a), file under the Securities Act
as soon as practicable, but no later than the later of 75 days after the time
such obligation to file arises, a "shelf" registration statement providing for
the registration of, and the sale on a continuous or delayed basis by the
holders of, all of the Registrable Securities, pursuant to Rule 415 or any
similar rule that may be adopted by the Commission (such filing, the "Shelf
Registration" and such registration statement, the "Shelf Registration
Statement").  The Company agrees to use its reasonable best efforts (x) to cause
the Shelf Registration Statement to become or be declared effective no later
than 210 days after such Shelf Registration Statement is filed and to keep such
Shelf Registration Statement continuously effective for a period ending on the
earlier of the second anniversary of the Effective Time or such time as there
are no longer any Registrable Securities outstanding, provided, however, that
(I) no holder shall be entitled to be named as a selling securityholder in the
Shelf Registration Statement or to use the prospectus forming a part thereof for
resales of Registrable Securities unless such holder is an Electing Holder and
(II) the Company shall be permitted to take any action that would suspend the
effectiveness of a Shelf Registration Statement or

                                       6
<PAGE>

result in holders covered by a Shelf Registration Statement not being able to
offer and sell such Securities if (i) such action is required by law or (ii)
such action is taken by the Company in good faith and for valid business reasons
involving a material undisclosed event, and (y) after the Effective Time of the
Shelf Registration Statement, within 30 days following the request of any holder
of Registrable Securities that is not then an Electing Holder, to take any
action reasonably necessary to enable such holder to use the prospectus forming
a part thereof for resales of Registrable Securities, including, without
limitation, any action necessary to identify such holder as a selling
securityholder in the Shelf Registration Statement, provided, however, that
nothing in this Clause (y) shall relieve any such holder of the obligation to
return a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(iii) hereof. The Company further agrees to
supplement or make amendments to the Shelf Registration Statement, as and when
required by the rules, regulations or instructions applicable to the
registration form used by the Company for such Shelf Registration Statement or
by the Securities Act or rules and regulations thereunder for shelf
registration, and the Company agrees to furnish to each Electing Holder copies
of any such supplement or amendment prior to its being used or promptly
following its filing with the Commission.

          (c)  In the event that (i) the Company has not filed the Exchange
Registration Statement or Shelf Registration Statement on or before the date on
which such registration statement is required to be filed pursuant to Section
2(a) or 2(b), respectively, or (ii) such Exchange Registration Statement or
Shelf Registration Statement has not become effective or been declared effective
by the Commission on or before the date on which such registration statement is
required to become or be declared effective pursuant to Section 2(a) or 2(b),
respectively, or (iii) the Exchange Offer has not been completed within 45 days
after the initial effective date of the Exchange Registration Statement relating
to the Exchange Offer (if the Exchange Offer is then required to be made) or
(iv) any Exchange Registration Statement or Shelf Registration Statement
required by Section 2(a) or 2(b) hereof is filed and declared effective but
shall thereafter either be withdrawn by the Company or shall become subject to
an effective stop order issued pursuant to Section 8(d) of the Securities Act
suspending the effectiveness of such registration statement (except as
specifically permitted herein) without being succeeded immediately by an
additional registration statement filed and declared effective (each such event
referred to in clauses (i) through (iv), a "Registration Default" and each
period during which a Registration Default has occurred and is continuing, a
"Registration Default Period"), then, as liquidated damages for such
Registration Default, subject to the provisions of Section 9(b), special
interest ("Special Interest"), in addition to the Base Interest, shall accrue at
a per annum rate of 0.25% for the first 90 days of the Registration Default
Period, at a per annum rate of 0.50% for the second 90 days of the Registration
Default Period, at a per annum rate of 0.75% for the third 90 days of the
Registration Default Period and at a per annum rate of 1.0% thereafter for the
remaining portion of the Registration Default Period; provided, however, that
Special Interest shall not accrue if the failure of the Company to comply with
its obligations hereunder is a result of the failure of any of the holders,
underwriters, Purchaser or placement or sales agents to fulfill their respective
obligations hereunder.

          (d)  The Company shall take, and shall cause the Guarantors to take,
all actions necessary or advisable to be taken by it to ensure that the
transactions contemplated herein are

                                       7
<PAGE>

effected as so contemplated, including all actions necessary or desirable to
register the Guarantees under the registration statement contemplated in Section
2(a) or 2(b) hereof, as applicable.

          (e)  Any reference herein to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time and any reference herein to
any post-effective amendment to a registration statement as of any time shall be
deemed to include any document incorporated, or deemed to be incorporated,
therein by reference as of such time.

          3.   Registration Procedures.

          If the Company files a registration statement pursuant to Section 2(a)
or Section 2(b), the following provisions shall apply:

          (a)  At or before the Effective Time of the Exchange Offer or the
     Shelf Registration, as the case may be, the Company shall qualify the
     Indenture under the Trust Indenture Act.

          (b)  In the event that such qualification would require the
     appointment of a new trustee under the Indenture, the Company shall appoint
     a new trustee thereunder pursuant to the applicable provisions of the
     Indenture.

          (c)  In connection with the Company's obligations with respect to the
     registration of Exchange Securities as contemplated by Section 2(a) (the
     "Exchange Registration"), if applicable, the Company shall, as soon as
     reasonably practicable (or as otherwise specified):

               (i)  use its reasonable best efforts to prepare and file with
          the Commission, as soon as practicable but no later than 75 days after
          the Closing Date, an Exchange Registration Statement on any form which
          may be utilized by the Company and which shall permit the Exchange
          Offer and resales of Exchange Securities by broker-dealers during the
          Resale Period to be effected as contemplated by Section 2(a), and use
          its best reasonable efforts to cause such Exchange Registration
          Statement to become effective as soon as practicable thereafter, but
          no later than 210 days following the date of filing of the Exchange
          Registration Statement;

               (ii) after the Effective Time of the Exchange Registration
          Statement, except as permitted hereunder, as soon as practicable
          prepare and file with the Commission such amendments and supplements
          to such Exchange Registration Statement and the prospectus included
          therein as may be necessary to effect and maintain the effectiveness
          of such Exchange Registration Statement for the periods and purposes
          contemplated in Section 2(a) hereof and as may be required by the
          applicable rules and regulations of the Commission and the
          instructions applicable to the form of such Exchange Registration
          Statement, and promptly provide each broker-dealer holding Exchange
          Securities with such number of copies of the prospectus included
          therein (as

                                       8
<PAGE>

          then amended or supplemented), in conformity in all material respects
          with the requirements of the Securities Act and the Trust Indenture
          Act and the rules and regulations of the Commission thereunder, as
          such broker-dealer may reasonably request prior to the expiration of
          the Resale Period, for use in connection with resales of Exchange
          Securities;

               (iii)  after the Effective Time of the Exchange Registration
          Statement and during the Resale Period promptly notify each broker-
          dealer that has requested copies of the prospectus included in such
          registration statement, and confirm such advice in writing, (A) with
          respect to such Exchange Registration Statement or any post-effective
          amendment, when the same has become effective, (B) of the issuance by
          the Commission of any stop order suspending the effectiveness of such
          Exchange Registration Statement or the initiation or threatening of
          any proceedings for that purpose, (C) of the receipt by the Company of
          any notification with respect to the suspension of the qualification
          of the Exchange Securities for sale in any jurisdiction or the
          initiation or threatening of any proceeding for such purpose, or (D)
          at any time during the Resale Period when a prospectus is required to
          be delivered under the Securities Act, that such Exchange Registration
          Statement, prospectus, prospectus amendment or supplement or post-
          effective amendment does not conform in all material respects to the
          applicable requirements of the Securities Act and the Trust Indenture
          Act and the rules and regulations of the Commission thereunder or
          contains an untrue statement of a material fact or omits to state any
          material fact required to be stated therein or necessary to make the
          statements therein not misleading in light of the circumstances then
          existing, which such notice, in the case of clauses (B), (C) and (D)
          shall required any broker-dealer to suspend the use of such prospectus
          until further notice;

               (iv)   in the event that the Company would be required, pursuant
          to Section 3(e)(iii)(D) above, to notify any broker-dealers holding
          Exchange Securities, prepare and furnish to each such holder a
          reasonable number of copies of a prospectus supplemented or amended so
          that, as thereafter delivered to purchasers of such Exchange
          Securities during the Resale Period, such prospectus shall conform in
          all material respects to the applicable requirements of the Securities
          Act and the Trust Indenture Act and the rules and regulations of the
          Commission thereunder and shall not contain an untrue statement of a
          material fact or omit to state a material fact required to be stated
          therein or necessary to make the statements therein not misleading in
          light of the circumstances then existing; provided, however, the
          Company shall not be required to amend or supplement such prospectus
          if (i) not permitted by law or (ii) the Company in good faith and for
          valid business reasons and such misstatement or omission involves a
          material undisclosed event;

               (v)    use its best efforts to obtain the withdrawal of any order
          suspending the effectiveness of such Exchange Registration Statement
          or any post-effective

                                       9
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          amendment thereto at the earliest practicable date unless the Company
          in good faith and for valid business reasons determines that to do so
          would involve disclosing a material undisclosed event;

               (vi)    use its best efforts to (A) register or qualify the
          Exchange Securities under the securities laws or blue sky laws of such
          jurisdictions as are contemplated by Section 2(a) no later than the
          commencement of the Exchange Offer, (B) keep such registrations or
          qualifications in effect and comply with such laws so as to permit the
          continuance of offers, sales and dealings therein in such
          jurisdictions until the expiration of the Resale Period and (C) take
          any and all other actions as may be reasonably necessary or advisable
          to enable each broker-dealer holding Exchange Securities to consummate
          the disposition thereof in such jurisdictions; provided, however, that
          neither the Company nor the Guarantors shall be required for any such
          purpose to (1) qualify as a foreign corporation in any jurisdiction
          wherein it would not otherwise be required to qualify but for the
          requirements of this Section 3(c)(vi), (2) consent to general service
          of process or taxation in any such jurisdiction or (3) make any
          changes to its incorporating documents or limited liability agreement
          or any other agreement between it and its stockholders or members;

               (vii)   provide an ISIN number for all Exchange Securities, not
          later than the applicable Effective Time;

               (viii)  comply with all applicable rules and regulations of the
          Commission, and make generally available to its securityholders as
          soon as practicable but no later than 18 months after the effective
          date of such Exchange Registration Statement, an earning statement of
          the Company and its subsidiaries complying with Section 11(a) of the
          Securities Act (including, at the option of the Company, Rule 158
          thereunder).

          (d)  In connection with the Company's obligations with respect to the
     Shelf Registration, if applicable,  the Company shall, as soon as
     reasonably practicable (or as otherwise specified):

               (i)     prepare and file with the Commission, as soon as
          reasonably practicable but in any case within the time periods
          specified in Section 2(b), a Shelf Registration Statement on any form
          which may be utilized by the Company and which shall register all of
          the Registrable Securities for resale by the holders thereof in
          accordance with such method or methods of disposition as may be
          specified by such of the holders as, from time to time, may be
          Electing Holders and use its best efforts to cause such Shelf
          Registration Statement to become effective as soon as reasonably
          practicable but in any case within the time periods specified in
          Section 2(b);

               (ii)    prior to the Effective Time of the Shelf Registration
          Statement, mail the Notice and Questionnaire to the holders of
          Registrable Securities; no holder shall be entitled to be named as a
          selling securityholder in the Shelf Registration Statement

                                       10
<PAGE>

          as of the Effective Time, and no holder shall be entitled to use the
          prospectus forming a part thereof for resales of Registrable
          Securities at any time, unless such holder has returned a completed
          and signed Notice and Questionnaire to the Company by the deadline for
          response set forth therein; provided, however, holders of Registrable
          Securities shall have at least 28 calendar days from the date on which
          the Notice and Questionnaire is first mailed to such holders to return
          a completed and signed Notice and Questionnaire to the Company;

               (iii)   after the Effective Time of the Shelf Registration
          Statement, upon the request of any holder of Registrable Securities
          that is not then an Electing Holder, promptly send a Notice and
          Questionnaire to such holder; provided that the Company shall not be
          required to take any action to name such holder as a selling
          securityholder in the Shelf Registration Statement or to enable such
          holder to use the prospectus forming a part thereof for resales of
          Registrable Securities until such holder has returned a completed and
          signed Notice and Questionnaire to the Company;

               (iv)    after the Effective Time of the Shelf Registration
          Statement, except as permitted hereunder, as soon as reasonably
          practicable prepare and file with the Commission such amendments and
          supplements to such Shelf Registration Statement and the prospectus
          included therein as may be necessary to effect and maintain the
          effectiveness of such Shelf Registration Statement for the period
          specified in Section 2(b) hereof and as may be required by the
          applicable rules and regulations of the Commission and the
          instructions applicable to the form of such Shelf Registration
          Statement, and furnish to the Electing Holders copies of any such
          supplement or amendment simultaneously with or prior to its being used
          or filed with the Commission;

               (v)     comply with the provisions of the Securities Act with
          respect to the disposition of all of the Registrable Securities
          covered by such Shelf Registration Statement in accordance with the
          intended methods of disposition by the Electing Holders provided for
          in such Shelf Registration Statement;

               (vi)    provide (A) the Electing Holders, (B) the underwriters
          (which term, for purposes of this Exchange and Registration Rights
          Agreement, shall include a person deemed to be an underwriter within
          the meaning of Section 2(a)(11) of the Securities Act), if any,
          thereof, (C) any sales or placement agent, if any, therefor, (D)
          counsel for any such underwriter or agent and (E) not more than one
          counsel for all the Electing Holders a copy of such Shelf Registration
          Statement, each prospectus included therein or filed with the
          Commission and each amendment or supplement thereto;

               (vii)   for a reasonable period prior to the filing of such
          Shelf Registration Statement, and throughout the period specified in
          Section 2(b), make available at

                                       11
<PAGE>

          reasonable times at the Company's principal place of business or such
          other reasonable place for inspection by the persons referred to in
          Section 3(d)(vi) who shall certify to the Company that they have a
          current intention to sell the Registrable Securities pursuant to the
          Shelf Registration such financial and other information and books and
          records of the Company, and cause the officers, employees, counsel and
          independent certified public accountants of the Company to respond to
          such inquiries, as shall be reasonably necessary, in the reasonable
          judgment of the respective counsel referred to in such Section, to
          conduct a reasonable investigation within the meaning of Section 11 of
          the Securities Act; provided, however, that each such party shall be
          required to maintain in confidence and not to disclose to any other
          person any information or records reasonably designated by the Company
          as being confidential, until such time as (A) such information becomes
          a matter of public record (whether by virtue of its inclusion in such
          registration statement or otherwise), or (B) such person shall be
          required so to disclose such information pursuant to a subpoena or
          order of any court or other governmental agency or body having
          jurisdiction over the matter (subject to the requirements of such
          order, and only after such person shall have given the Company prompt
          prior written notice of such requirement), or (C) such information is
          set forth in such Shelf Registration Statement or the prospectus
          included therein or in an amendment to such Shelf Registration
          Statement or an amendment or supplement to such prospectus in order
          that such Shelf Registration Statement, prospectus, amendment or
          supplement, as the case may be, complies with applicable requirements
          of the federal securities laws and the rules and regulations of the
          Commission and does not contain an untrue statement of a material fact
          or omit to state therein a material fact required to be stated therein
          or necessary to make the statements therein not misleading in light of
          the circumstances then existing;

               (viii)  promptly notify each of the Electing Holders, any sales
          or placement agent therefor and any underwriter thereof (which
          notification may be made through any managing underwriter that is a
          representative of such underwriter for such purpose) and confirm such
          advice in writing, (A) with respect to such Shelf Registration
          Statement or any post-effective amendment, when the same has become
          effective, (B) of the issuance by the Commission of any stop order
          suspending the effectiveness of such Shelf Registration Statement or
          the initiation or threatening of any proceedings for that purpose, (C)
          of the receipt by the Company of any notification with respect to the
          suspension of the qualification of the Registrable Securities for sale
          in any jurisdiction or the initiation or threatening of any proceeding
          for such purpose, or (D) if at any time when a prospectus is required
          to be delivered under the Securities Act, that such Shelf Registration
          Statement, prospectus, prospectus amendment or supplement or post-
          effective amendment does not conform in all material respects to the
          applicable requirements of the Securities Act and the Trust Indenture
          Act and the rules and regulations of the Commission thereunder or
          contains an untrue statement of a material fact or omits to state any
          material fact required to be stated therein or necessary to make the
          statements therein not misleading in light of the circumstances then

                                       12
<PAGE>

          existing, which such notice, in the case of clauses (B), (C) and (D)
          shall require the suspension of the use of such prospectus until
          further notice;

               (ix)    use its best efforts to obtain the withdrawal of any
          order suspending the effectiveness of such registration statement or
          any post-effective amendment thereto at the earliest practicable date
          unless the Company in good faith and for valid business reasons
          determines that to do so would involve disclosing a material
          undisclosed event;

               (x)     if reasonably requested by any managing underwriter or
          underwriters, any placement or sales agent or any Electing Holder,
          promptly incorporate in a prospectus supplement or post-effective
          amendment such information as is required by the applicable rules and
          regulations of the Commission and as such managing underwriter or
          underwriters, such agent or such Electing Holder specifies should be
          included therein relating to the terms of the sale of such Registrable
          Securities, including information with respect to the principal amount
          of Registrable Securities being sold by such Electing Holder or agent
          or to any underwriters, the name and description of such Electing
          Holder, agent or underwriter, the offering price of such Registrable
          Securities and any discount, commission or other compensation payable
          in respect thereof, the purchase price being paid therefor by such
          underwriters and with respect to any other terms of the offering of
          the Registrable Securities to be sold by such Electing Holder or agent
          or to such underwriters; and make all required filings of such
          prospectus supplement or post-effective amendment promptly after
          notification of the matters to be incorporated in such prospectus
          supplement or post-effective amendment;

               (xi)    furnish to each Electing Holder, each placement or sales
          agent, if any, therefor, each underwriter, if any, thereof and the
          respective counsel referred to in Section 3(d)(vi) a conformed copy of
          such Shelf Registration Statement, each such amendment and supplement
          thereto (in each case including, upon request, all exhibits thereto
          and documents incorporated by reference therein) and such number of
          copies of the prospectus included in such Shelf Registration Statement
          (including each preliminary prospectus and any summary prospectus), in
          conformity in all material respects with the applicable requirements
          of the Securities Act and the Trust Indenture Act and the rules and
          regulations of the Commission thereunder, and such other documents, as
          such Electing Holder, agent, if any, and underwriter, if any, may
          reasonably request that may be required in connection with the
          offering and disposition of the Registrable Securities owned by such
          Electing Holder, offered or sold by such agent or underwritten by such
          underwriter and to permit such Electing Holder, agent and underwriter
          to satisfy the prospectus delivery requirements of the Securities Act;
          and the Company hereby consents to the use of the prospectus contained
          in the Exchange Registration Statement at the Effective Time thereof
          and any amendment or supplement thereto by each such Electing Holder
          and by any such agent and

                                       13
<PAGE>

          underwriter, in each case in the form most recently provided to such
          person by the Company, in connection with the offering and sale of the
          Registrable Securities covered by such prospectus or any such
          supplement or amendment thereto;

               (xii)   use reasonable best efforts to (A) register or qualify
          the Registrable Securities to be included in such Shelf Registration
          Statement under such securities laws or blue sky laws of such
          jurisdictions as any Electing Holder and each placement or sales
          agent, if any, therefor and underwriter, if any, thereof shall
          reasonably request, (B) keep such registrations or qualifications in
          effect and comply with such laws so as to permit the continuance of
          offers, sales and dealings therein in such jurisdictions during the
          period the Shelf Registration is required to remain effective under
          Section 2(b) above and for so long as may be necessary to enable any
          such Electing Holder, agent or underwriter to complete its
          distribution of Securities pursuant to such Shelf Registration
          Statement and (C) take any and all other actions as may be reasonably
          necessary or advisable to enable each such Electing Holder, agent, if
          any, and underwriter, if any, to consummate the disposition in such
          jurisdictions of such Registrable Securities; provided, however, that
          neither the Company nor the Guarantors shall be required for any such
          purpose to (1) qualify as a foreign corporation in any jurisdiction
          wherein it would not otherwise be required to qualify but for the
          requirements of this Section 3(d)(xii), (2) consent to general service
          of process or taxation in any such jurisdiction or (3) make any
          changes to its incorporating documents or limited liability agreement
          or any other agreement between it and its stockholders or members;

               (xiii)  unless any Registrable Securities shall be in book-
          entry only form, cooperate with the Electing Holders and the managing
          underwriters, if any, to facilitate the timely preparation and
          delivery of certificates representing Registrable Securities to be
          sold, which certificates, if so required by any securities exchange
          upon which any Registrable Securities are listed, shall be penned,
          lithographed or engraved, or produced by any combination of such
          methods, on steel engraved borders, and which certificates shall not
          bear any restrictive legends; and, in the case of an underwritten
          offering, enable such Registrable Securities to be in such
          denominations and registered in such names as the managing
          underwriters may request at least two business days prior to any sale
          of the Registrable Securities;

               (xiv)   enter into one or more underwriting agreements,
          engagement letters, agency agreements, "best efforts" underwriting
          agreements or similar agreements, as appropriate, including customary
          provisions relating to indemnification and contribution (such
          indemnification and contribution obligations of the Company to be no
          more extensive than those contained in the Purchase Agreement), and
          take such other actions in connection therewith as any Electing
          Holders aggregating at least 20% in aggregate principal amount of the
          Registrable Securities at the time outstanding shall

                                       14
<PAGE>

          reasonably request in order to expedite or facilitate the disposition
          of such Registrable Securities;

               (xv)    whether or not an agreement of the type referred to in
          Section 3(d)(xvi) hereof is entered into and whether or not any
          portion of the offering contemplated by the Shelf Registration is an
          underwritten offering or is made through a placement or sales agent or
          any other entity, (A) make such representations and warranties to the
          Electing Holders and the placement or sales agent, if any, therefor
          and the underwriters, if any, thereof in form, substance and scope as
          are customarily made in connection with an offering of debt securities
          pursuant to any appropriate agreement or to a registration statement
          filed on the form applicable to the Shelf Registration; (B) obtain an
          opinion of counsel to the Company in customary form and covering such
          matters, of the type customarily covered by such an opinion, as the
          managing underwriters, if any, or as any Electing Holders of at least
          20% in aggregate principal amount of the Registrable Securities at the
          time outstanding may reasonably request, addressed to such Electing
          Holder or Electing Holders and the placement or sales agent, if any,
          therefor and the underwriters, if any, thereof and dated the effective
          date of such Shelf Registration Statement (or if such Shelf
          Registration Statement contemplates an underwritten offering of a part
          or all of the Registrable Securities, dated the date of the closing
          under the underwriting agreement relating thereto) (it being agreed
          that the matters to be covered by such opinion shall include the due
          incorporation and good standing of the Company and the Guarantors; the
          qualification of the Company and the Guarantors to transact business
          as foreign corporations; the due authorization, execution and delivery
          of the relevant agreement, if any, of the type referred to in Section
          3(d)(xvi) hereof; the due authorization, execution, authentication and
          issuance, and the validity and enforceability, of the Securities; the
          absence of governmental approvals required to be obtained in
          connection with the Shelf Registration, the offering and sale of the
          Registrable Securities, this Exchange and Registration Rights
          Agreement or any agreement of the type referred to in Section
          3(d)(xvi) hereof, except such approvals as may have been obtained or
          may be required under state securities or blue sky laws; the material
          compliance as to form of such Shelf Registration Statement and any
          documents incorporated by reference therein and of the Indenture with
          the requirements of the Securities Act and the Trust Indenture Act and
          the rules and regulations of the Commission thereunder, respectively;
          and, if addressed to any underwriters, as of the date of the opinion
          and of the Shelf Registration Statement or most recent post-effective
          amendment thereto, as the case may be, the absence from such Shelf
          Registration Statement and the prospectus included therein, as then
          amended or supplemented, and from the documents incorporated by
          reference therein (in each case other than the financial statements
          and other financial or accounting information contained therein) of an
          untrue statement of a material fact or the omission to state therein a
          material fact necessary to make the statements therein not misleading
          (in the case of such documents, in the light of the circumstances
          existing at the time that such documents were filed with the

                                       15
<PAGE>

          Commission under the Exchange Act)); (C) obtain a "cold comfort"
          letter or letters from the independent certified public accountants of
          the Company addressed to the selling Electing Holders, the placement
          or sales agent, if any, therefor or the underwriters, if any, thereof,
          dated (i) the effective date of such Shelf Registration Statement and
          (ii) the effective date of any prospectus supplement to the prospectus
          included in such Shelf Registration Statement or post-effective
          amendment to such Shelf Registration Statement which includes
          unaudited or audited financial statements as of a date or for a period
          subsequent to that of the latest such statements included in such
          prospectus (and, if such Shelf Registration Statement contemplates an
          underwritten offering pursuant to any prospectus supplement to the
          prospectus included in such Shelf Registration Statement or post-
          effective amendment to such Shelf Registration Statement which
          includes unaudited or audited financial statements as of a date or for
          a period subsequent to that of the latest such statements included in
          such prospectus, dated the date of the closing under the underwriting
          agreement relating thereto), such letter or letters to be in customary
          form and covering such matters of the type customarily covered by
          letters of such type; and (D) deliver such documents and certificates,
          including officers' certificates, as may be reasonably requested by
          any Electing Holders of at least 20% in aggregate principal amount of
          the Registrable Securities at the time outstanding or the placement or
          sales agent, if any, therefor and the managing underwriters, if any,
          thereof to evidence the accuracy of the representations and warranties
          made pursuant to clause (A) above or those contained in Section 5(a)
          hereof and the compliance with or satisfaction of any agreements or
          conditions contained in the underwriting agreement or other agreement
          entered into by the Company or the Guarantors;

               (xvi)   notify in writing each holder of Registrable Securities
          of any proposal by the Company to amend or waive any provision of this
          Exchange and Registration Rights Agreement in any material respect
          pursuant to Section 9(h) hereof and of any such amendment or waiver
          effected pursuant thereto, each of which notices shall contain the
          text of the amendment or waiver proposed or effected, as the case may
          be;

               (xvii)  in the event that any broker-dealer registered under
          the Exchange Act shall underwrite any Registrable Securities or
          participate as a member of an underwriting syndicate or selling group
          or "assist in the distribution" (within the meaning of the Conduct
          Rules (the "Conduct Rules") of the National Association of Securities
          Dealers, Inc. ("NASD") or any successor thereto, as amended from time
          to time) thereof, whether as a holder of such Registrable Securities
          or as an underwriter, a placement or sales agent or a broker or dealer
          in respect thereof, or otherwise, cooperate with such broker-dealer in
          connection with any filings required to be made by the NASD;

                                       16
<PAGE>

               (xviii)  comply with all applicable rules and regulations of
          the Commission, and make generally available to its securityholders as
          soon as practicable but in any event not later than 18 months after
          the effective date of such Shelf Registration Statement, an earning
          statement of the Company and its subsidiaries complying with Section
          11(a) of the Securities Act (including, at the option of the Company,
          Rule 158 thereunder).

          (e)  In the event that the Company would be required, pursuant to
     Section 3(d)(viii)(D) above, to notify the Electing Holders, the placement
     or sales agent, if any, therefor and the managing underwriters, if any,
     thereof, the Company shall as soon as reasonably practicable prepare and
     furnish to each of the Electing Holders, to each placement or sales agent,
     if any, and to each such underwriter, if any, a reasonable number of copies
     of a prospectus supplemented or amended so that, as thereafter delivered to
     purchasers of Registrable Securities, such prospectus shall conform in all
     material respects to the applicable requirements of the Securities Act and
     the Trust Indenture Act and the rules and regulations of the Commission
     thereunder and shall not contain an untrue statement of a material fact or
     omit to state a material fact required to be stated therein or necessary to
     make the statements therein not misleading in light of the circumstances
     then existing; provided, however, the Company shall not be required to
     amend or supplement such prospectus if (i) not permitted by law or (ii) the
     Company in good faith and for valid business reasons and such misstatement
     or omission involves a material undisclosed event.  Each Electing Holder
     agrees that upon receipt of any notice from the Company pursuant to Section
     3(d)(viii)(D) hereof, such Electing Holder shall forthwith discontinue the
     disposition of Registrable Securities pursuant to the Shelf Registration
     Statement applicable to such Registrable Securities until such Electing
     Holder shall have received copies of such amended or supplemented
     prospectus, and if so directed by the Company, such Electing Holder shall
     deliver to the Company (at the Company's expense) all copies, other than
     permanent file copies, then in such Electing Holder's possession of the
     prospectus covering such Registrable Securities at the time of receipt of
     such notice.

          (f)  In the event of a Shelf Registration, in addition to the
     information required to be provided by each Electing Holder in its Notice
     and Questionnaire, the Company may require such Electing Holder to furnish
     to the Company such additional information regarding such Electing Holder
     and such Electing Holder's intended method of distribution of Registrable
     Securities as may be required in order to comply with the Securities Act.
     Each such Electing Holder agrees to (i) notify the Company as promptly as
     practicable of (A) any inaccuracy or change in information previously
     furnished by such Electing Holder to the Company or (B) of the occurrence
     of any event in either case as a result of which any prospectus relating to
     such Shelf Registration contains or would contain an untrue statement of a
     material fact regarding such Electing Holder or such Electing Holder's
     intended method of disposition of such Registrable Securities or omits to
     state any material fact regarding such Electing Holder or such Electing
     Holder's intended method of disposition of such Registrable Securities
     required to be stated therein or necessary to make the statements therein
     not misleading in light of the circumstances then existing, and (ii)
     promptly to furnish to the Company any

                                       17
<PAGE>

     additional information required to correct and update any previously
     furnished required information or so that such prospectus shall not
     contain, with respect to such Electing Holder or the disposition of such
     Registrable Securities, an untrue statement of a material fact or omit to
     state a material fact required to be stated therein or necessary to make
     the statements therein not misleading in light of the circumstances then
     existing.

          (g)  Until the expiration of two years after the Closing Date, the
     Company will not, and will not permit any of its "affiliates" (as defined
     in Rule 144) to, resell any of the Securities that have been reacquired by
     any of them except pursuant to an effective registration statement under
     the Securities Act.

          4.   Registration Expenses.

          The Company agrees to bear and to pay or cause to be paid promptly all
expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses, (b) all fees and
expenses in connection with the qualification of the Securities for offering and
sale under the State securities and blue sky laws referred to in Section
3(d)(xii) hereof under the laws of such jurisdictions as any managing
underwriters or the Electing Holders may designate, including any fees and
disbursements of counsel for the Electing Holders or underwriters in connection
with such qualification, (c) all expenses relating to the preparation, printing,
production, distribution and reproduction of each registration statement
required to be filed hereunder, each prospectus included therein or prepared for
distribution pursuant hereto, each amendment or supplement to the foregoing, and
the expenses of preparing the Securities for delivery, (d) messenger, telephone
and delivery expenses relating to the preparation of documents referred in
clause (c) above, (e) fees and expenses of the Trustee under the Indenture, (f)
internal expenses (including all salaries and expenses of the Company's officers
and employees performing legal or accounting duties), (g) fees, disbursements
and expenses of counsel and independent certified public accountants of the
Company (including the expenses of any opinions or "cold comfort" letters
required by or incident to such performance and compliance), (h) reasonable
fees, disbursements and expenses of one counsel for the Electing Holders
retained in connection with a Shelf Registration, as selected by the Electing
Holders of at least a majority in aggregate principal amount of the Registrable
Securities held by Electing Holders (which counsel shall be reasonably
satisfactory to the Company), (j) any fees charged by securities rating services
for rating the Securities, and (k) fees, expenses and disbursements of any other
persons, including special experts, retained by the Company in connection with
such registration (collectively, the "Registration Expenses").  To the extent
that any Registration Expenses are incurred, assumed or paid by any holder of
Registrable Securities or any placement or sales agent therefor or underwriter
thereof, the Company shall reimburse such person for the full amount of the
reasonable Registration Expenses so incurred, assumed or paid promptly after
receipt of a request therefor.  Notwithstanding the foregoing, the holders of
the Registrable Securities being registered shall pay all agency fees and
commissions and underwriting discounts and commissions attributable to the sale
of such Registrable Securities and the fees and disbursements of any counsel or
other advisors or experts retained by such holders (severally or jointly), other
than the counsel and experts specifically referred to above.

                                       18
<PAGE>

          5.   Representations and Warranties.

          The Company and the Guarantors represent and warrant to, and agree
with, the Purchaser and each of the holders from time to time of Registrable
Securities that:

          (a)  Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus) contained
     therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and
     any further amendments or supplements to any such registration statement or
     prospectus, when it becomes effective or is filed with the Commission, as
     the case may be, will conform in all material respects to the requirements
     of the Securities Act and the Trust Indenture Act and the rules and
     regulations of the Commission thereunder and will not contain an untrue
     statement of a material fact or omit to state a material fact required to
     be stated therein or necessary to make the statements therein not
     misleading; and at all times subsequent to the Effective Time when a
     prospectus would be required to be delivered under the Securities Act,
     other than from (i) such time as a notice has been given to holders of
     Registrable Securities pursuant to Section 3(d)(viii)(D) or Section
     3(c)(iii)(D) hereof until (ii) such time as the Company furnishes an
     amended or supplemented prospectus pursuant to Section 3(e) or Section
     3(c)(iv) hereof, each such registration statement, and each prospectus
     (including any summary prospectus) contained therein or furnished pursuant
     to Section 3(d) or Section 3(c) hereof, as then amended or supplemented,
     will not contain an untrue statement of a material fact or omit to state a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading in the light of the circumstances then
     existing; provided, however, that this representation and warranty shall
     not apply to any statements or omissions made in reliance upon and in
     conformity with information furnished in writing to the Company by a holder
     of Registrable Securities, a placement or sales agent or an underwriter
     expressly for use therein.

          (b)  Any documents incorporated by reference in any prospectus
     referred to in Section 5(a) hereof, when they become or became effective or
     are or were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act or the Exchange Act, as applicable, and, as of such effective or filing
     date, none of such documents will contain or contained an untrue statement
     of a material fact or will omit or omitted to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading; provided, however, that this representation and warranty
     shall not apply to any statements or omissions made in reliance upon and in
     conformity with information furnished in writing to the Company by a holder
     of Registrable Securities, a placement or sales agent or an underwriter
     expressly for use therein.

          (c)  The compliance by the Company with all of the provisions of this
     Exchange and Registration Rights Agreement and the consummation of the
     transactions herein contemplated will not conflict with or result in a
     breach of any of the terms or provisions of, or constitute a default under,
     any indenture, mortgage, deed of trust, loan agreement or other agreement
     or instrument to which the Company or any subsidiary of the Company is a
     party or by

                                       19
<PAGE>

     which the Company or any subsidiary of the Company is bound or to which any
     of the property or assets of the Company or any subsidiary of the Company
     is subject, except for such conflict, breach or default which (x) would not
     have a material adverse effect on the business, condition (financial or
     otherwise) or results of operations of the Company and its subsidiaries,
     taken as a whole (any such event, a "Material Adverse Effect") or (y) have
     been waived nor will such action result in any violation of the provisions
     of the certificate of incorporation, as amended, or the by-laws of the
     Company or the Guarantors or violate any statute or any order, rule or
     regulation of any court or governmental agency or body having jurisdiction
     over the Company or any subsidiary of the Company or any of their
     properties except for such violation which would not have a Material
     Adverse Effect; and no consent, approval, authorization, order,
     registration or qualification of or with any such court or governmental
     agency or body is required for the consummation by the Company and the
     Guarantors of the transactions contemplated by this Exchange and
     Registration Rights Agreement, except the registration under the Securities
     Act of the Securities, qualification of the Indenture under the Trust
     Indenture Act and such consents, approvals, authorizations, registrations
     or qualifications as may be required under state securities or blue sky
     laws in connection with the offering and distribution of the Securities.

          (d)  This Exchange and Registration Rights Agreement has been duly
     authorized, executed and delivered by the Company.

          6.   Indemnification.

          (a)  Indemnification by the Company and the Guarantors.  The Company
and the Guarantors, jointly and severally, will indemnify and hold harmless each
broker dealer selling Exchange Securities during the Resale Period, and each of
the Electing Holders of Registrable Securities included in a Shelf Registration
Statement against any losses, claims, damages or liabilities, joint or several,
to which such holder may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged untrue
statement of a material fact contained in any Exchange Registration Statement or
Shelf Registration Statement, as the case may be, under which such Registrable
Securities were registered under the Securities Act, or any preliminary, final
or summary prospectus contained therein or furnished by the Company to any such
holder, or any amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse such holder for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such action
or claim as such expenses are incurred; provided, however, that (i) neither the
Company nor any Guarantor shall be liable to any such person in any such case to
the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in such registration statement, or preliminary, final or
summary prospectus, or amendment or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by any holder,
placement or sales agent or underwriter expressly for use therein  and (ii) such
indemnity with respect to any

                                       20
<PAGE>

preliminary prospectus shall not inure to the benefit of any holder, placement
agent or underwriter (or any person controlling such person) to the extent that
any loss, claim, damage or liability of such person results from the fact that
such person sold Securities to a person as to whom it shall be established that
there was not sent or given, a copy of the final prospectus (or the final
prospectus as amended or supplemented) at or prior to the confirmation of the
sale of such Securities to such person if (x) the Company has previously
furnished copies thereof in sufficient quantity to such indemnified person and
the loss, claim, damage or liability of such indemnified person results from an
untrue statement or omission of a material fact contained in such preliminary
prospectus which was identified at such time to such indemnified person and
corrected in the final prospectus (or the final prospectus as amended or
supplemented) and (y) such loss, liability, claim, damage or expense would have
been eliminated by the delivery of such corrected final prospectus or the final
prospectus as then amended or supplemented.

          (b)  Indemnification by the Holders and any Agents and Underwriters.
The Company may require, as a condition to including any Registrable Securities
in any registration statement filed pursuant to Section 2(b) hereof or to
entering into any underwriting agreement with respect thereto, that the Company
shall have received an undertaking reasonably satisfactory to it from the
Electing Holder of such Registrable Securities and from each underwriter named
in any such underwriting agreement, severally and not jointly, to (i) indemnify
and hold harmless the Company, the Guarantors, and all other holders of
Registrable Securities, against any losses, claims, damages or liabilities to
which the Company, the Guarantors or such other holders of Registrable
Securities may become subject, under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in such registration statement, or any preliminary,
final or summary prospectus contained therein or furnished by the Company to any
such Electing Holder, agent or underwriter, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Electing Holder or underwriter
expressly for use therein, and (ii) reimburse the Company and the Guarantors for
any legal or other expenses reasonably incurred by the Company and the
Guarantors in connection with investigating or defending any such action or
claim as such expenses are incurred; provided, however, that no such Electing
Holder shall be required to undertake liability to any person under this Section
6(b) for any amounts in excess of the euro amount of the proceeds to be received
by such Electing Holder from the sale of such Electing Holder's Registrable
Securities pursuant to such registration.

          (c)  Notices of Claims, Etc.  Promptly after receipt by an indemnified
party under subsection (a) or (b) above of written notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions of
or contemplated by this Section 6, notify such indemnifying party in writing of
the commencement of such action; but the omission so to notify the indemnifying
party

                                       21
<PAGE>

shall not relieve it from any liability which it may have to any indemnified
party otherwise than under the indemnification provisions of or contemplated by
Section 6(a) or 6(b) hereof. In case any such action shall be brought against
any indemnified party and it shall notify an indemnifying party of the
commencement thereof, such indemnifying party shall be entitled to participate
therein and, to the extent that it shall wish, jointly with any other
indemnifying party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party (who shall not, except
with the consent of the indemnified party, be counsel to the indemnifying
party), and, after notice from the indemnifying party to such indemnified party
of its election so to assume the defense thereof, such indemnifying party shall
not be liable to such indemnified party for any legal expenses of other counsel
or any other expenses, in each case subsequently incurred by such indemnified
party, in connection with the defense thereof other than reasonable costs of
investigation. In no event shall the indemnifying parties be liable for fees and
expenses of more than one counsel (in addition to any local counsel) separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying
party shall, without the written consent of the indemnified party, effect the
settlement or compromise of, or consent to the entry of any judgment with
respect to, any pending or threatened action or claim in respect of which
indemnification or contribution may be sought hereunder (whether or not the
indemnified party is an actual or potential party to such action or claim)
unless such settlement, compromise or judgment (i) includes an unconditional
release of the indemnified party from all liability arising out of such action
or claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party. No
indemnifying party shall be liable under this Section 6(c) for any settlement of
any claim or action effected without its consent, which consent shall not be
unreasonably withheld.

          (d)  Contribution.  If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (or
actions in respect thereof) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party in connection
with the statements or omissions which resulted in such losses, claims, damages
or liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations.  The relative fault of such indemnifying party and
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or omission or
alleged omission to state a material fact relates to information supplied by
such indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The parties hereto agree that it would not be just
and equitable if contributions pursuant to this Section 6(d) were determined by
pro rata allocation (even if the holders or any agents or underwriters or all of
them were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to in this Section 6(d).  The amount paid or payable by an indemnified party as
a result of the losses, claims, damages, or liabilities (or actions in respect
thereof)

                                       22
<PAGE>

referred to above shall be deemed to include any legal or other fees or expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
Section 6(d), no holder shall be required to contribute any amount in excess of
the amount by which the euro amount of the proceeds received by such holder from
the sale of any Registrable Securities (after deducting any fees, discounts and
commissions applicable thereto) exceeds the amount of any damages which such
holder has otherwise been required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission, and no underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Registrable Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The holders' and any underwriters'
obligations in this Section 6(d) to contribute shall be several in proportion to
the principal amount of Registrable Securities registered or underwritten, as
the case may be, by them and not joint.

          (e)  The obligations of the Company and the Guarantors under this
Section 6 shall be in addition to any liability which the Company or the
Guarantors may otherwise have and shall extend, upon the same terms and
conditions, to each officer, director and partner of each holder, agent and
underwriter and each person, if any, who controls any holder, agent or
underwriter within the meaning of the Securities Act; and the obligations of the
holders and any agents or underwriters contemplated by this Section 6 shall be
in addition to any liability which the respective holder, agent or underwriter
may otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company or the Guarantors and to each person, if
any, who controls the Company or a Guarantor within the meaning of the
Securities Act.

          7.   Underwritten Offerings.

          (a)  Selection of Underwriters.  If any of the Registrable Securities
covered by the Shelf Registration are to be sold pursuant to an underwritten
offering, the managing underwriter or underwriters thereof shall be designated
by Electing Holders holding at least a majority in aggregate principal amount of
the Registrable Securities to be included in such offering, provided that such
designated managing underwriter or underwriters is or are reasonably acceptable
to the Company.

          (b)  Participation by Holders.  Each holder of Registrable Securities
hereby agrees with each other such holder that no such holder may participate in
any underwritten offering hereunder unless such holder (i) agrees to sell such
holder's Registrable Securities on the basis provided in any underwriting
arrangements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements.

                                       23
<PAGE>

          8.   Rule 144.

          The Company covenants to the holders of Registrable Securities that to
the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the
Commission under the Securities Act) and the rules and regulations adopted by
the Commission thereunder, and shall take such further action as any holder of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such holder to sell Registrable Securities without
registration under the Securities Act within the limitations of the exemption
provided by Rule 144 under the Securities Act, as such Rule may be amended from
time to time, or any similar or successor rule or regulation hereafter adopted
by the Commission.  Upon the request of any holder of Registrable Securities in
connection with that holder's sale pursuant to Rule 144, the Company shall
deliver to such holder a written statement as to whether it has complied with
such requirements.

          9.   Miscellaneous.

          (a)  No Inconsistent Agreements.   The Company represents, warrants,
covenants and agrees that it has not granted, and shall not grant, registration
rights with respect to Registrable Securities or any other securities which
would be inconsistent with the terms contained in this Exchange and Registration
Rights Agreement.

          (b)  Specific Performance.  The parties hereto acknowledge that there
would be no adequate remedy at law if the Company fails to perform any of its
obligations hereunder and that the Purchaser and the holders from time to time
of the Registrable Securities may be irreparably harmed by any such failure, and
accordingly agree that the Purchaser and such holders, in addition to any other
remedy to which they may be entitled at law or in equity, shall be entitled to
compel specific performance of the obligations of the Company under this
Exchange and Registration Rights Agreement in accordance with the terms and
conditions of this Exchange and Registration Rights Agreement, in any court of
the United States or any State thereof having jurisdiction.

          (c)  Notices.  All notices, requests, claims, demands, waivers and
other communications hereunder shall be in writing and shall be deemed to have
been duly given when delivered by hand, if delivered personally or by courier,
or three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it
at 500 Huntsman Way, Salt Lake City, Utah 84108, and if to a holder, to the
address of such holder set forth in the security register or other records of
the Company, or to such other address as the Company or any such holder may have
furnished to the other in writing in accordance herewith, except that notices of
change of address shall be effective only upon receipt.

          (d)  Parties in Interest.  All the terms and provisions of this
Exchange and Registration Rights Agreement shall be binding upon, shall inure to
the benefit of and shall be enforceable by the parties hereto and the holders
from time to time of the Registrable Securities and the respective successors
and assigns of the parties hereto and such holders.  In the event that any
transferee of any

                                       24
<PAGE>

holder of Registrable Securities shall acquire Registrable Securities, in any
manner, whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be deemed a
beneficiary hereof for all purposes and such Registrable Securities shall be
held subject to all of the terms of this Exchange and Registration Rights
Agreement, and by taking and holding such Registrable Securities such transferee
shall be entitled to receive the benefits of, and be conclusively deemed to have
agreed to be bound by all of the applicable terms and provisions of this
Exchange and Registration Rights Agreement. If the Company shall so request, any
such successor, assign or transferee shall agree in writing to acquire and hold
the Registrable Securities subject to all of the applicable terms hereof.

          (e)  Survival.  The respective indemnities, agreements,
representations, warranties and each other provision set forth in this Exchange
and Registration Rights Agreement or made pursuant hereto shall remain in full
force and effect regardless of any investigation (or statement as to the results
thereof) made by or on behalf of any holder of Registrable Securities, any
director, officer or partner of such holder, any agent or underwriter or any
director, officer or partner thereof, or any controlling person of any of the
foregoing, and shall survive delivery of and payment for the Registrable
Securities pursuant to the Purchase Agreement and the transfer and registration
of Registrable Securities by such holder and the consummation of an Exchange
Offer.

          (f)  Governing Law.  This Exchange and Registration Rights Agreement
shall be governed by and construed in accordance with the laws of the State of
New York, without reference to the conflict of law rules thereof.

          (g)  Headings.  The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted for
convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect in any way the meaning or interpretation
of this Exchange and Registration Rights Agreement.

          (h)  Entire Agreement; Amendments.  This Exchange and Registration
Rights Agreement and the other writings referred to herein (including the
Indenture and the form of Securities) or delivered pursuant hereto which form a
part hereof contain the entire understanding of the parties with respect to its
subject matter.  This Exchange and Registration Rights Agreement supersedes all
prior agreements and understandings between the parties with respect to its
subject matter.  This Exchange and Registration Rights Agreement may be amended
and the observance of any term of this Exchange and Registration Rights
Agreement may be waived (either generally or in a particular instance and either
retroactively or prospectively) only by a written instrument duly executed by
the Company and the holders of at least a majority in aggregate principal amount
of the Registrable Securities at the time outstanding.  Each holder of any of
the Registrable Securities at the time or thereafter outstanding shall be bound
by any amendment or waiver effected pursuant to this Section 9(h), whether or
not any notice, writing or marking indicating such amendment or waiver appears
on such Registrable Securities or is delivered to such holder.

                                       25
<PAGE>

          (i)  Inspection.  For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights Agreement
and a complete list of the names and addresses of all the holders of Registrable
Securities shall be made available for inspection and copying on any business
day by any holder of Registrable Securities for proper purposes only (which
shall include any purpose related to the rights of the holders of Registrable
Securities under the Securities, the Indenture and this Agreement) at the
offices of the Trustee under the Indenture.

          (j)  Counterparts.  This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.

                                       26
<PAGE>

          If the foregoing is in accordance with your understanding, please sign
and return to us five counterparts hereof, and upon the acceptance hereof by
you, on behalf of the Purchaser, this letter and such acceptance hereof shall
constitute a binding agreement between the Purchaser, the Guarantors and the
Company.

                                    Very truly yours,


                                    Huntsman International LLC


                                         /s/ Peter Huntsman
                                    By:  _______________________________
                                         Name:  Peter Huntsman
                                         Title: President and Chief
                                                 Executive Officer

                                    Eurofuels LLC


                                         /s/ Sean Douglas
                                    By:  _______________________________
                                         Name:  Sean Douglas
                                         Title: Vice President

                                    Eurostar Industries LLC


                                         /s/ Sean Douglas
                                    By:  _______________________________
                                         Name:  Sean Douglas
                                         Title: Vice President

                                    Huntsman EA Holdings LLC


                                         /s/ Sean Douglas
                                    By:  _______________________________
                                         Name:  Sean Douglas
                                         Title: Vice President

                                    Huntsman Ethyleneamines Ltd.,
                                       by its following General Partner:
                                       Huntsman EA Holdings LLC


                                         /s/ Sean Douglas
                                    By:  _______________________________
                                         Name:  Sean Douglas
                                         Title: Vice President

                                       27
<PAGE>

                                    Huntsman International Financial LLC



                                    By:  /s/ Peter Huntsman
                                         -------------------------------
                                         Name:  Peter Huntsman
                                         Title: President and Chief
                                                Operating Officer

                                    Huntsman International Fuels, L.P.,
                                       by its following General Partner:
                                       Eurofuels LLC

                                    By:  /s/ Sean Douglas
                                         --------------------------------
                                         Name:  Sean Douglas
                                         Title: Vice President

                                    Huntsman Propylene Oxide Holdings LLC



                                    By:  /s/  Sean Douglas
                                         ---------------------------------
                                         Name:  Sean Douglas
                                         Title: Vice President

                                    Huntsman Propylene Oxide Ltd.,
                                       by its following General Partner:
                                       Huntsman Propylene Oxide Holdings LLC


                                    By:  /s/  Sean Douglas
                                         ---------------------------------
                                         Name:  Sean Douglas
                                         Title: Vice President


                                    Huntsman Texas Holdings LLC


                                    By:  /s/  Sean Douglas
                                         ---------------------------------
                                         Name:  Sean Douglas
                                         Title: Vice President

                                       28
<PAGE>

                                    Tioxide Americas Inc.

                                    By:  /s/ Peter Huntsman
                                         ------------------------------
                                         Name:  Peter Huntsman
                                         Title: President

                                    Tioxide Group

                                    By:  /s/ Peter Huntsman
                                         ------------------------------
                                         Name:  Peter Huntsman
                                         Title: Director

                                       29
<PAGE>

Accepted as of the date hereof:

Deutsche Bank AG London

/s/ Brian Bassett
________________________________________
       (Deutsche Bank AG London)
       Brian Bassett
       Director
                                       30
<PAGE>

                                                                       Exhibit A

                          Huntsman International LLC


                     INSTRUCTION TO EUROCLEAR PARTICIPANTS
                     -------------------------------------


                               (Date of Mailing)


                    URGENT - IMMEDIATE ATTENTION REQUESTED


                      DEADLINE FOR RESPONSE:  [DATE]*
                      ------------------------------



Euroclear has identified you as a Participant through which beneficial interests
in the Huntsman International LLC (the "Company") 10 1/8% Senior Subordinated
Notes due 2009 (the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof.  In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
------------------------------------------------------------------------------
enclosed materials as soon as possible as their rights to have the Securities
--------------------------------------
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response].  Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you.  If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Huntsman
International LLC, 500 Huntsman Way, Salt Lake City, Utah 84108, (801) 532-5200.






----------------------------
* Not less than 28 calendar days from date of mailing.
<PAGE>

                           Huntsman International LLC

                       Notice of Registration Statement

                                      and

                      Selling Securityholder Questionnaire
                      ------------------------------------


                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") among Huntsman International LLC
(the "Company"), the Guarantors named therein and the Purchaser named therein.
Pursuant to the Exchange and Registration Rights Agreement, the Company has
filed with the United States Securities and Exchange Commission (the
"Commission") a registration statement on Form [__] (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Company's 10 1/8% Senior
Subordinated Notes due 2009 (the "Securities").  A copy of the Exchange and
Registration Rights Agreement has been filed as an exhibit to the Shelf
Registration Statement.  All capitalized terms not otherwise defined herein
shall have the meanings ascribed thereto in the Exchange and Registration Rights
Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement.  In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [Deadline for Response].  Beneficial
owners of Registrable Securities who do not complete, execute and return this
Notice and Questionnaire by such date (i) will not be named as selling
securityholders in the Shelf Registration Statement and (ii) may not use the
prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus.  Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
          ----------------------
Rights Agreement.



                                       2
<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3).  The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and the Trustee for the Securities the Notice of Transfer set forth in Appendix
A to the Prospectus and as Exhibit B to the Exchange and Registration Rights
Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:







                                       3
<PAGE>

                                 QUESTIONNAIRE

(1)  (a)  Full Legal Name of Selling Securityholder:

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

     (b)  Full Legal Name of Registered Holder (if not the same as in (a) above)
          of Registrable Securities Listed in Item (3) below:

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

     (c)  Full Legal Name of Euroclear Participant (if applicable and if not the
          same as (b) above) Through Which Registrable Securities Listed in Item
          (3) below are Held:

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

(2)  Address for Notices to Selling Securityholder:

                         ________________________________
                         ________________________________
                         ________________________________

     Telephone:          ________________________________
     Fax:                ________________________________
     Contact Person:     ________________________________

(3)  Beneficial Ownership of Securities:


     Except as set forth below in this Item (3), the undersigned does not
     beneficially own any Securities.

     (a)  Principal amount of Registrable Securities beneficially owned:

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

          ISIN No(s). of such Registrable Securities: --------------------------

     (b)  Principal amount of Securities other than Registrable Securities
          beneficially owned:

          ----------------------------------------------------------------------
          ISIN No(s). of such other Securities:

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

     (c)  Principal amount of Registrable Securities which the undersigned
          wishes to be included in the Shelf Registration Statement:

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


                                       4
<PAGE>

          ISIN No(s). of such Registrable Securities to be included in the Shelf
          Registration Statement:

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

(4)  Beneficial Ownership of Other Securities of the Company:


     Except as set forth below in this Item (4), the undersigned Selling
     Securityholder is not the beneficial or registered owner of any other
     securities of the Company, other than the Securities listed above in Item
     (3).


     State any exceptions here:
                               ------------------------------------------------


(5)  Relationships with the Company:

     Except as set forth below, neither the Selling Securityholder nor any of
     its affiliates, officers, directors or principal equity holders (5% or
     more) has held any position or office or has had any other material
     relationship with the Company (or its predecessors or affiliates) during
     the past three years.

     State any exceptions here:



(6)  Plan of Distribution:


     Except as set forth below, the undersigned Selling Securityholder intends
     to distribute the Registrable Securities listed above in Item (3) only as
     follows (if at all): Such Registrable Securities may be sold from time to
     time directly by the undersigned Selling Securityholder or, alternatively,
     through underwriters, broker-dealers or agents. Such Registrable Securities
     may be sold in one or more transactions at fixed prices, at prevailing
     market prices at the time of sale, at varying prices determined at the time
     of sale, or at negotiated prices. Such sales may be effected in
     transactions (which may involve crosses or block transactions) (i) on any
     national securities exchange or quotation service on which the Registered
     Securities may be listed or quoted at the time of sale, (ii) in the over-
     the-counter market, (iii) in transactions otherwise than on such exchanges
     or services or in the over-the-counter market, or (iv) through the writing
     of options. In connection with sales of the Registrable Securities or
     otherwise, the Selling Securityholder may enter into hedging transactions
     with broker-dealers, which may in turn engage in short sales of the
     Registrable Securities in the course of hedging the positions they assume.
     The Selling Securityholder may also sell Registrable Securities short and
     deliver Registrable Securities to close out such short positions, or loan
     or pledge Registrable Securities to broker-dealers that in turn may sell
     such securities.


                                       5
<PAGE>

     State any exceptions here:



By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus.  The Selling Securityholder understands that such
information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect.  All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

                 (i)  To the Company:

                                 _________________________
                                 _________________________
                                 _________________________
                                 _________________________
                                 _________________________


                 (ii)  With a copy to:

                                 _________________________
                                 _________________________
                                 _________________________
                                 _________________________
                                 _________________________


                                       6
<PAGE>

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above).  This
Agreement shall be governed in all respects by the laws of the State of New
York.

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated: __________________


          ____________________________________________________________________
          Selling Securityholder
          (Print/type full legal name of beneficial owner of Registrable
          Securities)
          By:_________________________________________________________________

          Name:

          Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                           _________________________
                           _________________________
                           _________________________
                           _________________________
                           _________________________




                                       7
<PAGE>

                                                                       Exhibit B

             NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York
Huntsman International LLC
c/o The Bank of New York
101 Barclay Street
New York, NY 10286

Attention:  Trust Officer

          Re:  Huntsman International LLC (the "Company")
          10 1/8% Senior Subordinated Notes due 2009

Dear Sirs:

Please be advised that ________________________________________ has transferred
EU__________ aggregate principal amount of the above-referenced Notes pursuant
to an effective Registration Statement on Form [______] (File No. 333-_________)
filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [date] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:
                                    Very truly yours,

                                    ____________________________________
                                      (Name)

                                    By: ________________________________
                                        (Authorized Signature)