Exhibit 10.6
                                            (Translated from Dutch into English)

                                    AGREEMENT
                             dated November 30, 2005


BETWEEN :      N.V. CYTEC SURFACE SPECIALTIES
               Square Marie Curie 11
               1070 Brussels

               Represented by Mr. Shane Flemming, President Cytec Specialty
               Chemicals, acting in his capacity of legal representative

               Hereinafter referred to as "the Company"


AND :          Mr. Benoit VAN ASSCHE, having his residence at
               Hof ter Weerdestraat 16
               1850 Grimbergen

               Hereinafter referred to as "Mr. Van Assche"



IT HAS BEEN AGREED AS FOLLOWS :


Article 1
---------

The  employment  agreement of Mr. Van Assche is  terminated  by the Company with
immediate  effect on November  30, 2005.  As of this date,  Mr. Van Assche is no
longer  a  member  of the  personnel  of the  Company  and he is  exempted  from
performance of any work for the Company.


Article 2
---------

This  agreement is a settlement  agreement in the sense of the articles 2044 and
following of the Civil Code.


Article 3
---------

At the latest within the 30 days  following  November 30, 2005 the Company shall
pay the following amounts to Mr. Van Assche :

     -    the 13th month 2005 on a prorated basis (11/12) ;
     -    the legally due holiday pay by departure ;
     -    the legally due holiday pay for the  non-taken  holiday  days of 2005,
          which have been fixed at 17,5 days.


                                      -1-

<PAGE>


At the latest within the same period, the Company will deliver to Mr. Van Assche
all legally due documents related to the termination of the employment agreement
(including the C4-document mentioning as reason of unemployment "reorganisation
of the management").


Article 4
---------

At the latest on December  31,  2005,  the Company will pay to Mr. Van Assche an
indemnity  in  lieu  of  notice  equal  to a  gross  amount  of  658.794,42  EUR
corresponding to 20 months of remuneration.

The employee social security contributions and the company tax withholdings will
be deducted from the above mentioned amount.


Article 5
---------

Mr. Van Assche  agrees and hereby  accepts the notice period that has been taken
into account for the calculation of the indemnity in lieu of notice,  the amount
of that indemnity and its computation basis.


Article 6
---------

Mr. Van Assche is well-informed  about the fact that the obligations  applicable
to him by virtue of article 17,  3(degree)  of the Law on  Employment  Contracts
dated July 3, 1978,  remain into force after the  termination  of the employment
contract.

He will thus refrain from making known,  making public or making known as far as
they weren't part of the public domain yet,  factory  secrets,  business secrets
and secrets concerning  personal and confidential  matters,  which he would have
been informed about, directly or indirectly.

These  secrets   include   especially,   but  without   limitation,   processes,
manufacturing  processes,  plans,  drafts,  agreements,  technical,  commercial,
accounting and other confidential information.

He will also continue to refrain from performing or  collaborating to any action
of unfair competition.


Article 7
---------

Mr. Van Assche may, at the  Company's  expense,  use the  services of Deloitte &
Touch  or any  other  equivalent  advisor  appointed  by  the  Company  for  the
completion of his tax form for the incomes of 2005.


                                      -2-

<PAGE>


Article 8
---------

The Company renounces to the application of the non-competition  clause included
in the employment agreement.


Article 9
---------

Mr.  Van  Assche  will,  at first  request,  resign  as  member  of the board of
directors of the companies of the Cytec-group where he presently  exercises such
mandates.

The  Company  hereby  commits  itself  that  the  concerned   company(ies)  will
immediately do the necessary legal  obligations  and/or  formalities  that might
apply in such case (including the publications  and the possible  replacement of
Mr. Van Assche).

On the basis of the  information  that is, up to the present date,  known by the
shareholders of the Company,  the Company,  it its quality of shareholder,  will
give to Mr. Van  Assche a  provisional  discharge  for the  execution  of al his
mandates as a director of companies of the Cytec-group  (and the Company commits
itself  for  the  other  affiliated  companies  which  are  shareholders  of the
companies where Mr. Van Assche is or was a member of the board of directors), it
being  understood  that  the  definite  discharge  can only be given by the next
General Assembly of the shareholders that will examine the annual accounts.

The Company  will,  as far as such amounts  wouldn't be covered by the insurance
agreements subscribed by the Cytec-Group, cover the cost of the legal defence of
Mr. Van Assche  and the  possible  financial  consequences  of any  condemnation
relative to claims towards Mr. Van Assche that already exist or that could arise
and find their cause in the  execution of the functions  and/or  mandates of Mr.
Van Assche within the companies of the  Cytec-group.  This  engagement  does not
apply in case of fraud or serious cause of Mr. Van Assche.


Article 10
----------

Under  condition  of the full  respect of the  present  agreement,  the  parties
acknowledge  that all their rights have been fulfilled and waive any other right
or claim that exists or that could arise as a consequence of, or on the occasion
of the agreement that existed between them or the termination of it.

This waiver of Mr. Van Assche  applies to the Company in  particular  as well as
all other companies of the Cytec-group.

The Company commits itself that this renunciation related to Mr. Van Assche also
applies to all other companies of the Cytec-group.


                                      -3-

<PAGE>


Article 11
----------

Moreover,  both parties renounce to invoke any legal or factual error as well as
any omission related to the existence and/or the extent of their rights.



Made at Brussels on November 30, 2005, in 2 originals,  each party acknowledging
having received a copy.



For the N.V. CYTEC SURFACE                                Mr. Benoit VAN ASSCHE
SPECIALTIES


/s/ Shane Flemming                                        /s/ Benoit Van Assche
------------------                                        ---------------------
Shane Flemming
President Cytec Specialty Chemicals
Duly represented


                                      -4-

<PAGE>


                                                   Mr. Benoit VAN
                                                   ASSCHE Hof ter
                                                   Weerdestraat 16
                                                   1850 Grimbergen



                                                   Brussels, November 30, 2005


Dear Mister Van Assche,


In addition to the  settlement  agreement that we have concluded with you today,
the N.V.  Cytec Surface  Specialties  hereby  assures that you will receive,  in
connection  with your mandates in the foreign  companies of the  Cytec-Group,  a
global gross amount of 445.000 EUR.  This payment will be done as full and final
payment related to your mandates as member of the boards of directors within the
Cytec-group en will take place before December 31, 2007.

In case of a total or partial absence of payment of the above  mentioned  amount
at the above mentioned date, the N.V. Cytec Surface  Specialties  will pay you a
gross amount of 445.000 EUR, or the balance of it, at the latest on December 31,
2007. The legal withholdings, if applicable, will be deducted from this amount.

We hereby also confirm that you may use, at the Company's expense,  the services
of Deloitte & Touch or any other equivalent  advisor appointed by the N.V. Cytec
Surface  Specialties  for the  completion  of your tax  forms  in the  different
relevant jurisdictions for the incomes of the year 2005, 2006 and 2007.

This letter is an addendum to the  settlement  agreement  that we have concluded
today and is integrally part of it.

This letter is made up in two copies,  one for each party. We invite you to sign
one copy of this letter for approval.

Sincerely,

For the N.V. Cytec Surface Specialties

/s/ Shane Fleming
-----------------
Shane FLEMING
President Cytec Specialty Chemicals
Properly represented
                                                     For approval,
                                                     /s/ Benoit Van Assche
                                                     ---------------------
                                                     Benoit VAN ASSCHE


                                      -5-

<PAGE>


                                                     Mr. Benoit VAN
                                                     ASSCHE Hof ter
                                                     Weerdestraat 16
                                                     1850 Grimbergen



                                                     Brussels, November 30, 2005


Dear Mister Van Assche,


In addition to the  settlement  agreement that we have concluded with you today,
the  following  is  hereby  agreed  concerning  the  group  insurance  contracts
applicable to your situation :

1.   Concerning   the   group   insurance   contract   "AXA    Groepsverzekering
     Voorzorgsplan voor de aangeslotene categorie bestaande uit de leden van het
     Uitvoerend  Comite  inclusief de CEO van de nv Cytec Surface  Specialties",
     with number : 07.3705.

     The N.V. Cytec Surface  Specialties will pay, in your favour,  to the group
     insurance company before December 31, 2005 a gross amount of 673.898,95 EUR
     (tax on insurance contracts and social security contributions  excluded) as
     extra-legal pension premium for the period covered by the indemnity in lieu
     of notice  which has been granted to you (20 months) and the period of your
     employment during the year 2005 (11 months).


2.   Concerning the group insurance contract with Fortis AG, with number :
     __________________ ;


     As provided,  the N.V. Cytec Surface  Specialties signs the group insurance
     contract  (cf.  addendum  1) with  effect on the 1st of March  2005.  It is
     guaranteed  to you  that,  at the age of 60,  you will be  entitled  to the
     payment of a gross  pension  capital of 3.672.544  EUR,  including the part
     built by your own  contributions  before  the  first of March  2005 at AXA,
     corresponding  at 391.033 EUR. The  acquired  reserves  are, on the date of
     30th November 2005,  estimated at 3.611.419 EUR (cf.  enclosed  calculation
     note of Towers Perrin as addendum 2). We also noted that you agree with the
     fact that we will  deduct the  contributions  which you are still  indebted
     (namely  5.986,25  EUR)  from the net  amount of the  indemnity  in lieu of
     notice which has been granted to you.

     We noted your wish to place the acquired  reserves,  from December 1, 2005,
     in a specific structure in order to benefit from a decease coverage as from
     December 1, 2005.  N.V. Cytec Surface  Specialties  gives  immediately  the
     necessary instructions to the concerned insurance company.


                                      -6-

<PAGE>


This letter is an addendum to the  settlement  agreement  that we have concluded
today and is integrally part of it.

This letter is made up in two copies,  one for each party. We invite you to sign
one copy of this letter for approval.

Sincerely,

For the N.V. Cytec Surface Specialties

/s/ Shane Fleming
-----------------
Shane FLEMING
President Cytec Specialty Chemicals
Duly represented
                                                        For approval,
                                                        /s/ Benoit Van Assche
                                                        ---------------------
Addenda : 2                                             Benoit VAN ASSCHE


                                      -7-