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                       Huntsman International Holdings LLC
                                500 Huntsman Way
                                 Salt Lake City
                                   Utah 84108
                                       USA


ICI Finance plc
Imperial Chemical House
9 Millbank
London SW1P 3JF
United Kingdom


                                                               December 20, 2001

Ladies and Gentlemen:

Reference is made to the Registration Rights Agreement dated as of June 30, 1999
(the "Registration Rights Agreement") between Huntsman International Holdings
LLC, formerly known as Huntsman ICI Holdings LLC (the "Issuer") and ICI Finance
plc ("ICI Finance"), and to the letter agreement dated November 2, 2000, as
amended (the "B Note Letter Agreement"), between ICI Finance and the Issuer.
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to them in the Registration Rights Agreement.

In consideration of the mutual covenants and agreements set forth herein, the
parties hereto agree as follows:

1.   The B Note Letter Agreement is hereby terminated, including, for the
     avoidance of doubt, (i) the obligations of the Issuer under the last
     sentence of the third paragraph of Section 7 thereof and (ii) any
     transaction notice served thereunder.

2.   The Hold Period Termination Date in the Registration Rights Agreement shall
     be deemed to have occurred 30 days after the date hereof so that, during
     such 30-day period, the Issuer shall have the ability to investigate and
     observe the market for its debt securities without any overhang from any
     pending sale or transfer of the Registrable Notes.

3.   The Registration Rights Agreement is hereby amended as follows:

     (a)  The following definition shall be added to Section 1:
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          "Private Sale Letter Agreement: The Private Sale Letter Agreement
          dated as of o, 2001 between the Issuer and the Holders."

     (b)  in the seventh sentence in Section 2(a), the words "at any time, the
          Issuer may (i) delay the filing" shall be deleted and replaced by the
          words "the Issuer may, on one occasion only in any consecutive twelve
          month period (i) delay the filing";

     (c)  in the seventh sentence in Section 2(a), the words "90 days in any
          consecutive twelve month period" shall be deleted and replaced by the
          words "45 days in any consecutive twelve month period";

     (d)  in the first sentence of Section 2(b), clause (ii), after the words
          "(other than any such failure which is caused by any action or failure
          to act on the part of any or all of the Holders)", the following words
          shall be inserted: "which is set forth in any written purchase
          agreement entered into, inter alia, between the Holders, on the one
          hand, and such underwriter, on the other hand (it being understood and
          agreed that the failure or inability of the Holders or any underwriter
          to enter into a purchase agreement shall not constitute a failure of
          any condition for the purposes of this clause (ii))".

     (e)  Section 4(b) shall be deleted in its entirety and replaced by the
          following:

          "NUMBER OF REGISTRATIONS. The Issuer shall be obligated to effect up
          to six (6) Registrations (whether pursuant to Section 2(a) or Section
          8) in the aggregate pursuant to this Agreement, PROVIDED that up to
          five (5) of such Demand Notices or Rule 144A Notices may be given at
          any time and one additional Demand Notice or Rule 144A Notice may only
          be given at any time on or after January 1, 2004, and PROVIDED FURTHER
          that each Private Sale Notice given by a Holder pursuant to the
          Private Sale Letter Agreement shall be counted as a Registration
          effected under this Agreement.";

     (f)  in the first sentence of Section 5(o), clause (v)(A), the words "two
          Registrations pursuant to Section 2(a) or Section 8" shall be deleted
          and replaced by the words "four Registrations (but no more than three
          Registrations for which a Demand Notice or Rule 144A Notice is given
          prior to January 1, 2004) pursuant to Section 2(a) or Section 8,";

     (g)  in the first sentence of Section 5(o), clause (v)(A), the words "with
          respect to such two Registrations" shall be deleted and replaced by
          the words "with respect to such four Registrations";

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     (h)  in the proviso to Section 5(o), clause (v)(A), the words "two
          management participations" shall be deleted and replaced by the words
          "four management participations";

     (i)  in the proviso to Section 5(o), clause (v)(A), after the words "as the
          case may be," the following words shall be inserted: "and PROVIDED
          FURTHER that each Private Sale Roadshow which occurs pursuant to the
          Private Sale Letter Agreement shall count against the four management
          participations allotted hereby regardless of whether any such Private
          Sale is consummated,";

     (j)  in the proviso to Section 5(o), clause (v)(B), after the words "the
          Issuer and its affiliates." the following words shall be inserted:
          "Notwithstanding the foregoing, the Issuer will not be obligated to
          participate, or to make members of the Issuer's management available
          to participate, in more than four roadshows under this Agreement.";

     (k)  Section 6 shall be deleted in its entirety and replaced by the
          following:

          "Except as provided below, all fees and expenses (including any
          underwriting discounts and commissions) incident to the performance of
          or compliance with this Agreement or the Private Sale Letter Agreement
          by the Issuer shall be borne by the Holders, and shall constitute a
          joint and several obligation of each of them, whether or not a
          Registration Statement is filed or becomes effective or an Offering
          Memorandum is printed or an Information Memorandum (as defined in the
          Private Sale Letter Agreement) is prepared (except with respect to any
          particular Registration Statement or Offering Memorandum where the
          Issuer failed to use its reasonable best efforts to fulfill its
          obligations under the first paragraph of Section 5 with respect to
          such Registration Statement or Offering Memorandum and with respect to
          any Information Memorandum where the Issuer failed to use its
          reasonable best efforts to fulfill its obligations under paragraph
          5(d) of the Private Sale Letter Agreement), including, without
          limitation, (i) all registration and filing fees (including, without
          limitation, (A) fees with respect to filings required to be made with
          the NASD in connection with an Underwritten Offering and (B) fees and
          expenses of compliance with state securities or Blue Sky laws
          (including, without limitation, reasonable fees and disbursements of
          counsel in connection with Blue Sky qualifications of the Registrable
          Notes and determination of the eligibility of the Registrable Notes
          for investment under the laws of such jurisdictions as provided in
          Section 5(h) hereof), (ii) the expenses relating to printing, word
          processing and distributing such

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          Registration Statement, Offering Memoranda, Prospectuses, Information
          Memoranda, underwriting agreements, indentures and any other documents
          necessary in order to comply with this Agreement or the Private Sale
          Letter Agreement, (iii) fees and disbursements of counsel for the
          Holders and counsel for the underwriters, if any, (iv) the reasonable
          fees and expenses of any special experts retained by the Issuer in
          connection with a Registration Statement or an Offering Memorandum or
          an Information Memorandum, (v) the fees and expenses of any "qualified
          independent underwriter" or other independent appraiser participating
          in an offering pursuant to Schedule E to the By-laws of the NASD, (vi)
          50% of any and all rating agency fees, (vii) any fees and expenses
          incurred in connection with the listing of the securities to be
          registered on any securities exchange, and the obtaining of a rating
          of the securities, in each case, as applicable; (viii) any fees and
          disbursements of KPMG with respect to the historical financial
          information of the businesses acquired by the Issuer from Imperial
          Chemical Industries PLC and its affiliates, including without
          limitation any fees and disbursements resulting from the inclusion of
          such information in any disclosure document and any cold comfort or
          similar letter obtained with respect thereto and of any independent
          certified public accountants retained by a Holder and (ix) all other
          fees and expenses of any Holder, underwriter, initial purchaser or
          placement agent, PROVIDED that the following expenses shall be borne
          by the Issuer: (A) any and all internal costs and expenses of the
          Issuer and any of its affiliates (other than ICI Finance and its
          affiliates), (B) fees and disbursements of any counsel retained by the
          Issuer and any of its affiliates (other than ICI Finance and its
          affiliates) (C) any and all fees and disbursements of independent
          certified public accountants of the Issuer (other than any fees and
          disbursements of KPMG with respect to the historical financial
          information of the businesses acquired by the Issuer from Imperial
          Chemical Industries PLC and its affiliates, including without
          limitation any fees and disbursements resulting from the inclusion of
          such information in any disclosure document and any cold comfort or
          similar letter obtained with respect thereto), and (D) 50% of any and
          all rating agency fees"; and

     (l)  in the first sentence of Section 8, the words "five Demand Notices or
          Rule 144A Notices," shall be deleted and replaced with the words "six
          Demand Notices or Rule 144A Notices (or, if the time of determination
          is before January 1, 2004, an aggregate of five Demand Notices or Rule
          144A Notices),".

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4.   At any time and from time to time after the date hereof until ICI Finance
     and/or its affiliates has completed (x) the sale of all of its Registrable
     Notes or (y) the sale or other disposition of a majority of the voting or
     economic interest in any subsidiary or subsidiaries that, directly or
     indirectly, hold all of the Registrable Notes, the Issuer shall reasonably
     cooperate and assist ICI Finance in any effort to pre-market the
     Registrable Notes, by making reasonably available the relevant senior
     management of the Issuer to participate in a reasonable number of due
     diligence conference calls with ICI Finance and/or its affiliates and any
     prospective purchaser (subject to execution of Confidentiality Agreements),
     and the provision of historical financial information to any prospective
     purchaser, PROVIDED that such activities shall be arranged so as to cause
     minimal disruption to such management personnel's work-related duties to
     the Issuer and its affiliates.

5.   At any time after the date hereof until ICI Finance and/or its affiliates
     has completed (x) the sale of all of its Registrable Notes or (y) the sale
     or other disposition of a majority of the voting or economic interest in
     any subsidiary or subsidiaries that, directly or indirectly, hold all of
     the Registrable Notes, ICI Finance and/or its affiliates shall be entitled
     to elect, by providing written notice of such election (a "Private Sale
     Notice") to the Issuer, to pursue a private sale of all or part of the
     Registrable Notes of ICI Finance and/or its affiliates (a "Private Sale"),
     PROVIDED that ICI Finance and/or its affiliates will not be deemed to have
     given (for the purposes of Section 4(b) of the Registration Rights
     Agreement and for purposes of the following paragraph), a Private Sale
     Notice with respect to which the Holders have withdrawn or cancelled such
     Private Sale Notice (i) at any time prior to the completion or preparation
     of an Information Memorandum described in Section 5(d) below (for the
     avoidance of doubt, the test under this clause (i) is completion of the
     Information Memorandum, not delivery thereof to any prospective purchaser)
     or (ii) at any time following the failure of any condition to the
     obligations of any purchaser to effect such Private Sale (other than any
     such failure which is caused by any action or failure to act on the part of
     any or all of the Holders) which are set forth in any written purchase
     agreement entered into, inter alia, between ICI Finance and/or any of its
     affiliates, on the one hand, and such prospective purchaser, on the other
     hand (it being understood and agreed that the failure or inability of ICI
     Finance, any of its affiliates or any prospective purchaser to enter into a
     purchase agreement shall not constitute a failure of any condition for the
     purposes of this clause (ii)).

     ICI Finance and/or its affiliates shall be entitled to give up to eight
     Private Sale Notices and the Issuer shall be obligated to participate in up
     to six Private Sale Roadshows (as defined below) in the aggregate pursuant
     to this letter agreement, PROVIDED that:

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     (1)  no more than three Private Sale Notices may be given within any two
          year period and no more than two Private Sale Notices may be given in
          any one year period,

     (2)  each Registration effected pursuant to the Registration Rights
          Agreement shall reduce by one the number of Private Sale Notices that
          ICI Finance and/or its affiliates can give hereunder, and

     (3)  each roadshow which occurs pursuant to the Registration Rights
          Agreement shall be counted as a Private Sale Roadshow hereunder.

     For the avoidance of doubt, ICI Finance and/or its affiliates may:

     (x)  subject to the limitations and conditions set forth herein, give two
          Private Sale Notices even if all six Registrations under the
          Registration Rights Agreement (either by giving a Demand Notice, Rule
          144A Notice or Private Sale Notice) have been effected, and

     (y)  subject to the limitations and conditions set forth herein, instruct
          the Issuer to participate in two Private Sale Roadshows even if all
          four roadshows under the Registration Rights Agreement have occurred.

     In connection with a Private Sale, the Issuer will comply with the
     provisions of Section 5 of the Registration Rights Agreement to the extent
     that such provisions would be customary for a private sale transaction
     (including, without limitation, the requirements of paragraphs (a)-(j)
     below), and will also reasonably cooperate with and assist ICI Finance
     and/or its affiliates in any such Private Sale by using its reasonable best
     efforts, as expeditiously as practicable, to:

     (a)  enter into a purchase agreement relating to a purchase of the
          Registrable Notes, which agreement will contain terms and conditions
          customary in transactions of a similar kind, and in which the Issuer
          will give such representations, warranties and indemnities and obtain
          such opinions of the Issuer's counsel and accountants' comfort letters
          as are customary in private sale transactions;

     (b)  in the event that ICI Finance and/or its affiliates shall sell all of
          the Registrable Notes to one or more purchasers in a single
          transaction, the Issuer shall enter into a registration rights
          agreement with such purchasers relating to the Registrable Notes
          substantially in the form attached hereto as Exhibit A (the
          "Purchasers' Registration Rights Agreement") and upon execution and
          delivery of the Purchasers Registration Rights Agreement, the Issuer's
          obligations under the Registration Rights Agreement and

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          under this letter agreement shall automatically terminate and the
          Issuer shall have no further liability or obligation thereunder or
          hereunder;

     (c)  prior to the first sale by ICI Finance or any of its affiliates of any
          Registrable Notes, negotiate in good faith with regard to any
          reasonable changes proposed by the prospective purchasers to the
          Amended and Restated Indenture dated as of the date hereof governing
          the Notes (the "Indenture") and the Purchasers' Registration Rights
          Agreement, PROVIDED that the Issuer will not be obligated to agree to
          any such changes that (i) would be detrimental to the Issuer's or ICI
          Finance and/or its affiliates' interest, respectively (except in any
          immaterial respect) and (ii) would constitute a "significant
          modification" as determined under U.S. Treasury
          Regulations SECTION 1.1001-3), in each case, in the reasonable
          judgment of the Issuer;

     (d)  prepare an information memorandum and any necessary or appropriate
          amendment or supplement thereto (the "Information Memorandum")
          regarding the business, operations and prospects of the Issuer,
          including a review of the Issuer's historical and projected financial
          information by business unit. The Information Memorandum will, once
          approved by the Issuer, be provided by ICI Finance and/or its
          affiliates to prospective purchasers on a strictly confidential basis,
          PROVIDED that the Information Memorandum will not be provided to a
          Holder (whether or not a Member of the Issuer as defined in the
          Issuer's LLC Agreement), any prospective purchaser or any other person
          who has not entered into a written confidentiality agreement with
          respect thereto and to any other confidential information provided by
          the Issuer or its advisors, including any such information provided or
          obtained pursuant to this letter agreement, that is customary for a
          private sale transaction and reasonably satisfactory, in form and
          substance, to the Issuer (each, a "Confidentiality Agreement"). The
          Issuer will be responsible for the contents of the Information
          Memorandum, subject to normal exceptions, including any forward
          looking information contained therein, which will be prepared in good
          faith;

     (e)  subject to execution of Confidentiality Agreements, provide for review
          any information provided to any of the Issuer's lenders, or to the
          lenders of any of the Issuer's principal operating subsidiaries,
          within the past 12 months;

     (f)  subject to execution of Confidentiality Agreements, provide all
          information and documentation reasonably requested by a prospective
          purchaser and its counsel in connection with their

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          investigation of the Issuer's business, financial performance and
          prospects, including, without limitation, everything to be provided to
          Inspectors pursuant to Section 5(p) of the Registration Rights
          Agreement;

     (g)  subject to execution of Confidentiality Agreements,

          (i)  as reasonably determined by the Issuer, make the appropriate
               senior management of the Issuer (including, without limitation,
               the Issuer's CFO and Treasurer) and each of the Issuer's
               principal business units available to participate in conference
               calls, meetings at the offices of the Issuer (or such other
               places as agreed between the parties and such other marketing
               support activities for the Registrable Notes to be sold under
               this letter agreement, PROVIDED that in each case under this
               clause (i) such activities shall be arranged so as to cause
               minimal disruption to such management personnel's work-related
               duties to the Issuer and its affiliates, and PROVIDED FURTHER
               that upon receipt of a written notice from the Issuer that the
               activities proposed by ICI Finance and/or its affiliates, any
               prospective purchaser or anyone acting on behalf of any of the
               foregoing would exceed the level of cooperation from the Issuer
               described in this clause (i) with respect to any member of the
               Issuer's senior management (other than the Issuer's CFO and
               Treasurer), ICI Finance and/or its affiliates may (1) instruct
               the Issuer to participate in a Private Sale Roadshow (as
               described in (ii) below) or (2) instruct the Issuer not to exceed
               the level of cooperation from the Issuer described under this
               clause (i), PROVIDED that in the circumstances referred to in
               this clause (2), the Issuer agrees that for a period of 15
               business days following such instruction the Issuer will continue
               to cooperate to the extent such cooperation is required under
               this clause (i) in order to allow a prospective purchaser an
               opportunity to complete a Private Sale, or

          (ii) at the request of ICI Finance and/or its affiliates,

               (A)  as reasonably determined by the Issuer, make reasonably
                    available the appropriate senior management of the Issuer
                    and each of the Issuer's principal business units for
                    discussions concerning their respective businesses and
                    prospects, with a view to providing all reasonable
                    assistance to the due diligence efforts of a prospective
                    purchaser and its advisors, and

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               (B)  make reasonable arrangements for site visits to facilities
                    operated by the Issuer and each of its principal business
                    units for any prospective purchaser and its advisors (it
                    being agreed by the parties that the activities described in
                    clause (ii)(A) and (B) together constitute a "Private Sale
                    Roadshow");

     (h)  subject to execution of Confidentiality Agreements, provide the
          information and consultation rights necessary for a prospective
          purchaser to qualify as a venture capital operating company pursuant
          to the Employee Retirement Income Security Act guidelines; and

     (i)  provide any further assistance reasonably requested by ICI Finance
          and/or its affiliates or any prospective purchaser and customarily
          provided in private sale transactions of a similar kind.

6.   In connection with any offering under the Registration Rights Agreement or
     a Private Sale under this letter agreement, the Issuer and ICI Finance
     and/or its affiliates each agree to use their respective reasonable
     endeavors to coordinate their respective activities in the bond markets so
     as to facilitate an orderly market for any such offering or Private Sale
     and any other bond offerings or private sale transactions of debt
     securities, in which the Issuer is involved, including, in the case of a
     bond offering, piggy-back rights or other forms of joint offering.

7.   This letter agreement shall be governed by and construed in accordance with
     the laws of the State of New York, as applied to contracts made and
     performed entirely within the State of New York, without regard to
     principles of conflicts of law.

8.   The benefits of this letter agreement may not be assigned except that ICI
     Finance may assign its interests to any of its affiliates, provided that if
     ICI Finance and/or its affiliates participates in any transaction or series
     of related transactions that would result in any such assignee affiliate no
     longer constituting an affiliate of ICI Finance, then the assignment to
     such affiliate shall be deemed to be an assignment of this letter agreement
     to a non-affiliated third party for the purposes of this Section 8.

9.   This letter agreement shall inure to the benefit of and be binding upon the
     successors and permissible assignees of the parties hereto.

10.  No variation of this letter agreement (or any of the documents referred to
     in this letter agreement) shall be valid unless it is in writing and signed
     by or on behalf of each of the parties to it. The expression "variation"
     shall

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     include any variation, supplement, deletion or replacement however
     effected.

11.  No delay or omission on the part of any party to this letter agreement in
     exercising any right, power or remedy provided under this letter agreement
     or any other documents referred to in it shall impair such right, power or
     remedy or operate as a waiver thereof. The single or partial exercise of
     any right, power or remedy provided under this letter agreement or any
     document referred to in it shall not preclude any other or further exercise
     thereof or the exercise of any other right, power or remedy.

12.  This letter agreement, together with the Registration Rights Agreement and
     the Indenture, set out the entire agreement and understanding between the
     parties with respect to the subject matter hereof. Nothing in this letter
     agreement shall be deemed to affect the rights and obligations of the
     parties under the Registration Rights Agreement or the Indenture, except as
     otherwise expressly provided herein.

13.  This letter agreement may be executed in several counterparts and by the
     different parties hereto on separate counterparts, and when executed, each
     such counterpart shall be deemed to be an original, said counterparts
     together to constitute one and the same instrument.

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If you are in agreement with the foregoing, kindly acknowledge and return this
letter to the attention of the undersigned.


                                        Sincerely,

                                        HUNTSMAN INTERNATIONAL HOLDINGS LLC

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



Agreed and accepted as of
the date first written above:

ICI FINANCE PLC

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




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                                                                         ANNEX A



                FORM OF PURCHASERS' REGISTRATION RIGHTS AGREEMENT



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