Exhibit 4.6

Settlement Agreement with Former CEO



                                     SA-1


<PAGE>


                              SETTLEMENT AGREEMENT

BETWEEN:
                                 MARSULEX INC.
                                (the "Company")

                                      and

                                   DAVID GEE
                               (the "Executive")

WHEREAS the Executive is employed as the President and Chief Executive Officer
of the Company and of certain of its affiliates pursuant to the terms of a
letter employment agreement dated July 17, 1995;

AND WHEREAS as a result of the Executive and the Company determining that it is
in their mutual best interests to conclude their association, the parties
hereto agree that the Executive's employment with the Company shall terminate
effective January 1, 2005;

AND WHEREAS in consideration of the sums payable to the Executive and the
continuation of certain benefits contemplated herein, the Executive agrees to
be bound by the restrictive covenants contained in this Agreement;

AND WHEREAS the Executive and the Company wish to conclude their association in
an orderly fashion and are desirous of resolving all claims, demands,
liabilities and issues arising out of the Executive's employment and his
termination of employment with the Company and his resignation from its
affiliates;

NOW THEREFORE the Executive and the Company agree as follows:

1.   In this Agreement, "Notice Period" means the period commencing on January
     1, 2005 and ending on June 30, 2007.

2.   The Executive's employment with the Company shall terminate effective
     December 31, 2004. The Executive will cease to hold the position of
     President and Chief Executive Officer and shall cease all directorships
     with the Company and any of its affiliates effective November 19, 2004 and
     shall thereafter perform those services as contemplated by paragraph 9
     herein, it being understood that his compensation with the Company shall
     remain unchanged through December 31, 2004. The Executive confirms his
     resignation from employment with all of the Company's affiliates effective
     November 19, 2004.

3.   Within three (3) business days from December 31, 2004, the Company shall:

     (a)   pay to the Executive any accrued but unpaid salary owing to December
           31, 2004; and

     (b)   pay to the Executive a bonus of $156,000, less applicable
           withholdings and deductions, in respect of service for the 2004
           year.

4.   The Company shall pay to the Executive in respect of his termination of
     employment a lump sum retiring allowance in the amount of $1,462,500, less
     applicable withholdings and deductions which amount represents the sum of
     thirty (30) months base salary plus thirty (30) months bonus. This amount
     will be paid within three (3) business days from December 31, 2004.

5.   The Company shall continue to make its premium contributions so as to
     provide for the benefits set out in Schedule "A", attached hereto, until
     the earlier of (i) the end of the Notice Period and (ii) the date the
     Executive secures comparable benefit coverage.

                                     SA-2
<PAGE>

6.   Effective December 31, 2004, and to the extent then not vested, the
     Executive's Performance Share Units ("PSU") and stock options as
     summarized in Schedule "B" attached hereto shall vest in their entirety
     notwithstanding the terms of the Company's Performance Share Unit Plan
     dated May 30, 2002 (the "PSU Plan"), or the Company's Stock Option Plan
     dated October 16, 1996, (the "Option Plan"), both as amended from time to
     time. The exercise of the PSUs and stock options shall otherwise be
     governed by the terms of the PSU Plan and the Option Plan it being
     understood that (i) for the purpose of the Option Plan, the Executive's
     termination from the Company, his resignation from employment with the
     affiliates and his resignation as director shall be deemed to be
     involuntary, and (ii) for the purpose of both the Option Plan and the PSU
     Plan, the Executive's employment with the Company and its affiliates shall
     be deemed to have continued until June 30, 2007.

7.   The Company shall, in respect of the Executive's participation in the
     Supplementary Pension Plan ("SPP"), make a one-time lump sum contribution
     to the David Gee RCA Trust Fund in the amount set forth in the Kraft
     Financial Inc. memorandum dated November 18, 2004 from James W. Kraft to
     Ian Matheson and others, which memorandum is attached as Schedule "C"
     hereto. The Company shall continue to pay the annual insurance premiums
     required to provide for the benefits contemplated by the SPP.

8.   The Company will reimburse the Executive, against proper invoices, to a
     maximum of $12,000 in respect of the legal fees incurred by the Executive
     in obtaining independent legal advice related to the termination of his
     employment and the negotiation of this Agreement.

9.   For a reasonable period of time following December 31, 2004 (but in no
     event later than July 1, 2005), the Executive shall, for no additional
     consideration, make himself available to assist the Company with the sale
     of the Company's Power Division, and for such other matters as the Board
     of Directors of the Company may reasonably request. Notwithstanding the
     foregoing, the Executive shall also make himself available, for no
     additional consideration, to assist in the Holcim, Inc. litigation until
     the final resolution of such litigation and for a reasonable period of
     time thereafter for matters related to the disposition of same. The
     Executive shall be reimbursed for all pre-approved expenses incurred in
     the performance of these services.

10.  Except as is required to provide the services contemplated in paragraph 9,
     the Executive will maintain in confidence all confidential information
     acquired by him during his employment and will not disclose to any third
     party (save for such disclosures as may be required by law) or use for his
     own benefit or that of any third party any such information learned during
     the course of his employment other than confidential information which
     becomes public knowledge other than through the actions of the Executive.
     For the purposes of this Agreement, "confidential information" includes,
     but is not limited to, information relating to the Company's or its
     affiliates' operations or business, in whatever form, including
     information relating to the Company's or its affiliates' products,
     improvements, customers, methods of distribution, sales, prices, profits,
     costs, contracts, suppliers, business prospects, business methods,
     techniques, research, data bases, trade secrets or know-how or any other
     information not publicly known or relating to the affairs of the Company
     or its affiliates, all of which shall be treated in confidence.

11.  On or prior to December 31, 2004, the Executive shall return to the
     Company all correspondence, documents, software and other property
     belonging to the Company or its affiliates, which the Executive currently
     has in his possession except for such property reasonably necessary to
     provide the services contemplated in paragraph 9, which property shall be
     returned at the Company's request. The Executive shall not reproduce any
     such property in any manner whatsoever. The Executive will be permitted to
     keep the cell phone and laptop computer currently in his possession.

12.  In consideration of the amounts payable to the Executive pursuant to this
     Agreement, the Executive shall not, during the Notice Period, on his own
     behalf or on behalf of or in connection with any person or entity,
     directly or indirectly, in any capacity whatsoever including as an
     employer, employee, principal, agent, joint venturer, partner, shareholder
     or other equity holder, independent contractor, licensor, licensee,
     franchiser, franchisee, distributor, consultant, supplier or trustee or by
     and through any corporation, cooperative, partnership, trust,
     unincorporated association or otherwise carry on, be engaged in, have any
     financial or other interest in or be otherwise commercially involved in
     any

                                     SA-3
<PAGE>


     endeavour, activity or business in all or any part of North America
     which is substantially the same as or is in competition with the then
     current business of the Company or its affiliates (the "Business").
     However, the Executive shall not be in default of this paragraph 12 by
     virtue of (i) his holding as a passive investor not more than 5% of the
     issued and outstanding shares of a corporation, the shares of which are
     listed on a recognized stock exchange and with which corporation the
     Executive has no other connection whatsoever, or (ii) the directorships he
     holds as at the date of this Agreement including, but not limited to, his
     acting as a director of Chemtrade Logistics Inc.

13.  The Company and the Executive agree that during the Notice Period, the
     Executive may, in writing, seek the view of the Board of Directors as to
     whether or not a proposed activity is in breach of his obligations under
     paragraph 12 and the Board of Directors shall provide, in writing, its
     view within a reasonable period of time following the receipt of such
     request.

14.  In consideration of the amounts payable to the Executive pursuant to this
     Agreement, the Executive shall not, during the Notice Period, on his own
     behalf or on behalf of or in connection with any other person or entity,
     directly or indirectly, in any capacity whatsoever

     (a)   canvass or solicit the business of (or procure or assist the
           canvassing or soliciting of the business of) (i) any person or
           entity who is on December 31, 2004 or was at any time during the
           period commencing six months prior to December 31, 2004 a customer
           of the Company or its affiliates ("Customers"), or (ii) any person
           or entity canvassed or solicited at any time during the period
           commencing six months prior to December 31, 2004 in connection with
           the Business ("Prospective Customer") for a purpose which is
           competitive with the Business;

     (b)   accept (or procure or assist the acceptance of) any business from
           any Customer or Prospective Customer which business is competitive
           with the Business; or

     (c)   supply (or procure or assist the supply of) to any Customer or
           Prospective Customer, goods or services which are the same as or
           substantially similar to, or in any way competitive with, the
           products or services of the Business.

15.  The Executive hereby expressly recognizes that the Company would not have
     entered into this Agreement nor agreed to provide the payments or continue
     the benefits set out in paragraphs 4 and 5 without the inclusion of the
     restrictions provided for in paragraphs 12 and 14. The Executive hereby
     further recognizes and expressly acknowledges that the Company would be
     subject to irreparable harm should any of the provisions of paragraphs 10,
     11, 12 or 14 be infringed, or should any of the Executive's obligations
     thereunder be breached by the Executive, and that damages alone will be an
     inadequate remedy for any breach or violation thereof and that the
     Company, in addition to all other remedies, shall be entitled as a matter
     of right to equitable relief, including temporary or permanent injunction
     to restrain such breach.

16.  The Executive further acknowledges that any violation by him of the
     covenants set out in paragraphs 10, 12 and 14 may result in material
     irreparable harm to the Company or its affiliates for which there is no
     adequate remedy at law and that damages may not remedy such harm. In the
     event that a court of competent jurisdiction determines that a breach of
     any such covenant has occurred, the Executive will forfeit any claim to
     and the Company will be entitled, in addition to any remedy available to
     it under paragraph 15, to cease payment of any amounts or benefits
     remaining due and owing pursuant to the terms of this Agreement provided
     however, as such relates to a breach of paragraph 10, the Executive must
     have intentionally disclosed confidential information.

17.  The Executive and the Company agree that the terms of this Agreement shall
     remain confidential as between the Executive and the Company and shall not
     be disclosed by either party, other than as required by law, to any
     person, corporation, association or organization with the exception of
     members of the Executive's immediate family, the parties' legal and
     financial advisors and those at the Company who need to know and then only
     in strictest confidence.

                                     SA-4
<PAGE>


18.  The Executive further agrees that if any provision of this Agreement or a
     part thereof is found to be unenforceable, it shall only be ineffective to
     the extent of such invalidity or unenforceability without affecting in any
     way the remaining provisions hereof.

19.  All payments by the Company to the Executive under this Agreement shall be
     in Canadian currency and shall be subject to applicable withholdings.

20.  The Executive shall not at any time, denigrate, through adverse or
     disparaging communication, written or oral, whether true or not, the
     operations or business of the Company, its affiliates or its or their
     current or former employees, officers or directors except where such
     communication is truthful and required by law. The Company shall make no
     adverse or disparaging communication, written or oral, whether true or not
     concerning the Executive or his relationship with the Company except where
     such communication is truthful and required by law.

21.  The Executive shall be covered by any Director and Officer insurance that
     applies to the directors generally, in respect of the services rendered by
     him prior to December 31, 2004 or provided pursuant to paragraph 9 herein.

22.  It is agreed by the parties that the Executive shall confirm his
     acceptance of the terms contained herein by signing this Agreement and the
     Release which is attached hereto as Schedule "D" and which is a condition
     of this Agreement.

23.  This Agreement shall be interpreted in accordance with the laws in the
     province of Ontario and the laws of Canada applicable therein.

24.  The Company will announce the Executive's termination as President and
     Chief Executive Officer on November 19, 2004 by delivery of the Press
     Release attached hereto as Schedule "E".

25.  This Agreement and the Schedules attached hereto constitute the entire
     agreement between the parties with respect to the subject matter herein.
     All previous agreements, written or oral, express or implied between the
     parties or on their behalf relating to the subject matter of this
     Agreement are terminated and cancelled.

26.  This Agreement may be executed in counterparts and by each party hereto
     on a separate counterpart, all of which when so executed shall be deemed
     to be an original and all of which taken together, shall constitute one
     and the same agreement. Delivery of an executed counterpart of this
     Agreement and in the case of the Executive, the Release attached as
     Schedule "D" by telecopier or facsimile transmission shall be effective
     as delivery of a manually executed counterpart of this Agreement.

     IN WITNESS WHEREOF the parties have duly executed this Agreement.

Dated at                 this         day of November, 2004.

                                          MARSULEX INC.



                                          Per: ________________________________


Dated at                 this         day of November, 2004.



________________________________          ___________________________________
Witness                                   DAVID GEE

                                     SA-5
<PAGE>


SCHEDULE "A"

                                 MARSULEX INC.

                               DAVID GEE BENEFITS
                               ------------------

BASIC LIFE INSURANCE
--------------------

Formula:                                        2 times annual earnings
All eligible Employees

Survivor Benefits                         2-year Survivor Extension applies to
                                        Dependent Life, Health & Dental benefits

Overall Maximum                                        $1,000,000
Cost Sharing                                        Paid by Marsulex

BASIC ACCIDENTAL DEATH &
------------------------
DISMEMBERMENT
-------------

Formula                                           Matches Life Schedule
Maximum

Cost Sharing                                        Paid by Marsulex

HEALTH CARE INSURANCE
---------------------

Deductible
 - Single                                                 Nil
 - Family                                                 Nil
Overall Annual Maximum                                 Unlimited
Hospital Accommodation                                Semi-Private
Reimbursement Level

 - Hospital                                               100%
 - Vision care                                            100%
 - Medical + Drugs                                        100%
 - Out of Country                                         100%

Vision Care Maximum                                   $300/24 mos

Annual Paramedical Maximum                                $500

Cost Sharing                                        Paid by Marsulex

*Deductible not applicable to Hospital,
Vision Care and Out of Country
                                        ----------------------------------------

                                     SA-6
<PAGE>

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

DENTAL INSURANCE
----------------

Fee Schedule                                            Current

Deductible

- Single                                                  Nil
- Family                                                  Nil

Reimbursement Level

 - Basic & Supplementary                                 100%
 - Dentures/Major Restorative                             80%
 - Orthodontics                                           50%

Annual Maximum

 - Basic & Supplementary                                $1,000
 - Dentures/Major Restorative                           $1,500

Lifetime Maximum

 - Orthodontics                                         $2,000

Cost Sharing                                        Paid by Marsulex

*Deductible not applicable to Basic &
Supplementary

MARSULEX HEALTHCARE SPENDING ACCOUNT     $1,000/calendar year for both employee
------------------------------------                   and spouse

CAR ALLOWANCE                            $1,716.14/month plus reimbursement of
-------------                             annual automobile insurance premium.
                                                    Paid by Marsulex

FINANCIAL PLANNING                           Annual for reasonable expenses.
------------------                                  Paid by Marsulex


MEMBERSHIP FEES
---------------

Beacon Hall Golf Club and                             Annual dues.
World Presidents Organization                       Paid by Marsulex.
                                        ----------------------------------------

                                     SA-7
<PAGE>


                                  SCHEDULE "B"

                   PERFORMANCE SHARE UNITS AND STOCK OPTIONS
                            SUMMARY OF STOCK OPTIONS

       Grant                              Strike           Vesting
        Date               Grant           Price             Date       Options
        ----               -----           -----             ----       -------

  August 12, 1997         190,000          $4.65          8/12/1997      94,500
                                                          8/12/1998      32,000
                                                          8/12/1999      32,000
                                                          8/12/2000      31,500

    May 22, 1998          66,000           $8.80          5/22/1999      22,000
                                                          5/22/2000      22,000
                                                          5/22/2001      22,000

    May 10,1999           150,000          $3.85          5/10/2000      50,000
                                                          5/10/2001      50,000
                                                          5/10/2002      50,000

    May 10, 2000          190,000          $3.40          5/10/2001      63,334
                                                          5/10/2002      63,333
                                                          5/10/2003      63,333

   March 21, 2001         325,000          $2.23          3/21/2002     108,333
                                                          3/21/2003     108,333
                                                          3/21/2004     108,334

 February 28, 2002        32,500           $3.90          2/28/2003      10,833
                                                          2/28/2004      10,833
                                                          2/28/2005      10,834

                          953,500                                       953,500
                          =======                                       =======

                                     SA-8
<PAGE>

<TABLE>
<CAPTION>

                                                 SUMMARY OF PSU GRANTS

  Year        Units                     Grant                           Release
Granted*     Granted                   Period                             Date           Vesting      Units
--------     -------                   ------                             ----           -------      -----
<S>          <C>                       <C>                                <C>              <C>         <C>

2002        97,300.00        March 1, 2002 - March 1, 2005            March 31, 2005       2002      32,433.33
                                                                                           2003      32,433.33
                                                                                           2004      32,433.33

2003        140,000.00       March 1, 2003 - February 28, 2006        March 31, 2006       2003      46,666.67
                                                                                           2004      46,666.67
                                                                                           2005      46,666.67

2004        72,600.00        March 1, 2002 - March 1, 2007            March 31, 2007       2004      24,200.00
                                                                                           2005      24,200.00
                                                                                           2006      24,200.00

            Total                                                                                    309,900.00
                                                                                                     ==========

*Effective Date March 1st of each year.
</TABLE>

                                     SA-9
<PAGE>


                                  SCHEDULE "D"

                                 FINAL RELEASE

In consideration of the terms set out in the attached Settlement Agreement,
dated November 18, 2004 (the "Agreement"), I, David Gee (the "Releasor") hereby
release and forever discharge Marsulex Inc. (the "Releasee") from any and all
actions, causes of action, complaints, contracts and covenants, whether express
or implied, claims and demands for damages, indemnity, costs, interest, loss or
injury of every nature and kind whatsoever arising, which I may heretofore have
had, may now have or may hereinafter have in any way relating to my hiring by,
my employment with or the termination of my employment by the Releasee, which
specifically includes but is not limited to any claims for notice, pay in lieu
of notice, wrongful dismissal, severance pay, bonus, overtime pay, incentive
compensation, including Performance Share Units, stock options, interest,
vacation pay, supplemental pension benefits, health and welfare benefits or any
claims under applicable employment standards or human rights legislation or any
employment-related legislation; provided, however, that this Release shall not
include any claim for contribution and indemnity the Releasor may have against
the Releasee, as a result of claims by third parties against the Releasor
relating to the performance of the Releasor's duties and responsibilities as an
officer and director of the Releasee and this Release does not apply to the
Releasee's obligations under the Settlement Agreement.

It is understood and agreed that for the said consideration, I will not make
any claim or take any proceeding in connection with the claims released herein
against any other person or party who may claim contribution or indemnity from
the Releasee by virtue of said claim or proceeding.

It is understood and agreed that the amounts provided to me are intended to be
inclusive of, and not in addition to, any benefits and allowances or
obligations prescribed by applicable employment standards legislation and are
to be in full payment of the obligations under such legislation, including the
individual notice, termination pay and benefits requirements and entitlements
of such legislation.

It is further understood and agreed that the provisions hereof shall enure to
the benefit of the Releasee, its parent, subsidiary, affiliated or predecessor
companies and its and their respective current and former directors, officers,
employees, successors and assigns, and shall be binding upon the Releasor, his
heirs, executors, administrators, assigns and other legal representatives.

And for the said consideration, I further covenant and agree to save harmless
and indemnify the Releasee from and against all claims, charges, taxes or
penalties and demands which may be made by the appropriate taxing authorities
in Canada and Ontario requiring the Releasee to pay income tax, charges or
penalties under applicable statutes and regulations in respect of income tax
payable by me for services I rendered to the Releasee, and in respect of any
and all claims, charges, taxes, or penalties and demands which may be found
payable by the Releasee in respect of myself relating to governmentally
regulated or other employment insurance or pension plan programs except to the
extent such claims, charges, taxes or penalties arise as a result of errors
made by the Company.

I expressly declare, except as set out in the Settlement Agreement, that I have
no claim of any nature or kind to any entitlement whatsoever arising under or
from any group health or welfare insurance policy maintained by the Releasee
for the benefit of its employees including disability or life insurance plans.

I hereby declare that I have been given the opportunity to obtain independent
legal advice with respect to the matters addressed in this Release and the
Agreement. I hereby voluntarily accept the said terms for the purpose of making
full and final compromise, adjustment and settlement of all claims as
aforesaid.

It is further understood and agreed that the giving of the aforementioned
consideration is deemed to be no admission of liability on the part of the said
Releasee, said liability in fact being denied. IN WITNESS WHEREOF I have
hereunto executed this Release by affixing my hand and seal this _____ day of
November, 2004, in the presence of the witness whose signature is subscribed
below.

                                     SA-10
<PAGE>


SIGNED, SEALED AND DELIVERED
IN THE PRESENCE OF:                 )
                                    )
                                    )
____________________________        )       _________________________
Signature of Witness                )              DAVID GEE
                                    )
                                    )
____________________________        )
Name of Witness                     )
                                    )
                                    )
____________________________        )
Address                             )
                                    )
                                    )
____________________________        )

                                     SA-11
<PAGE>

                                                                       MARSULEX
NEWS RELEASE
                                  SCHEDULE "E"


MARSULEX ANNOUNCES SENIOR MANAGEMENT CHANGES

TORONTO, November 19, 2004 -- Marsulex Inc. (TSX.MLX) announced today that
David M. Gee, President and Chief Executive Officer, will be stepping aside
after nine years of leading the Company. Mr. Laurie Tugman, previously Chief
Operating Officer, has been appointed President and Chief Executive Officer.
The Company said that it had reached a mutually acceptable arrangement with Mr.
Gee that will see Mr. Gee leave his current position effective today, but
remain available as an advisor to the Company on a number of on-going projects.

Mr. Gee, who joined Marsulex in August 1995, has led the Company through a
series of significant changes that have established it as a leading industrial
services provider with a focus on air emission control. Marsulex completed its
initial public offering in December 1996, and in July 2001 spun off its North
American and international removal services business to Chemtrade Logistics
Income Fund in a $170 million public offering. Recently, it has completed an
environmental services facility at the Syncrude Upgrader Expansion project in
Mildred Lake, Alberta, and announced a planned $47 million expansion of its
Montreal facility which handles sulphur recovery and site emissions for the
Petro-Canada and Shell oil refineries.

Mr. Tugman, who joined Marsulex in August 1994 as Chief Financial Officer, has
been responsible for operations since 2001 and was appointed Chief Operating
Officer in March 2004. Mr. Tugman led the orderly transition of the Company
following the Chemtrade transaction and has enabled the formation of the
strong, cohesive team that guides the Company today.

Mr. Gee said, "Marsulex has been transformed from a company with significant
exposure to market price and volume risk to a critical services provider that
is generating high quality earnings, has demonstrated excellent growth
potential and has the financial flexibility to pursue new initiatives. Laurie
Tugman has been a key part of that transformation from the very beginning and I
am delighted he will be leading Marsulex on the next stage of its growth."

Marsulex, which is based in Toronto, Ontario, is a leading industrial services
company with a focus on outsourced air quality compliance services. The
Company's services encompass the complete outsourcing of environmental
compliance activities including the ownership and operation of compliance
assets. Website: www.marsulex.com.

                                    # # # #
For further information:

Laurie Tugman
President and CEO
Tel: (416) 496-4157

                                     SA-12