Exhibit
10.64

CONSULTING AGREEMENT
Mr.  John
L.  Gigerich

CONSULTING AGREEMENT (this
‘‘Agreement’’), dated as of July
1,  2004 (‘‘Effective Date’’), by and
between Nalco Company, a Delaware corporation (the
‘‘Company’’), and Mr.  John
L.  Gigerich (‘‘Consultant’’).


B   A   C   K   G   R   O   U   N   D:


The
Company and Consultant desire to enter into this Agreement, effective
as of the Effective Date, to set forth the terms and conditions of
Consultant’s consulting relationship with the Company; and

The Company and Consultant agree that the terms and provisions of
this Agreement shall supersede any of terms and conditions that might
have existed between the parties.

In consideration of the mutual
covenants and promises contained herein, the Company and Consultant,
agree:

1.    Consulting Relationship.    Subject to
the terms and conditions set forth herein, the Company shall retain
Consultant to perform the following services for a period of up to two
years: supervise the completion of pending SAP rollout and other
information services projects, supervise the completion of a financial
shared services center and supervise the reorganization of the customer
services center. During the Term, Consultant shall also perform such
additional duties as may from time to time be assigned to him by the
Chief Executive Officer (‘‘CEO’’).
Consultant shall have the consulting title of Vice President,
Administration. Collectively, Consultant’s activities under this
Agreement shall be referred to as the Services. Consultant is not an
employee of the Company and is and shall at all times be an independent
contractor. Consultant is not an employee and shall not be entitled to
any benefits, medical insurance, worker’ compensation or
compensation benefits that are available to employees of the Company
either by plan, agreement or policy, and the Company shall not withhold
any taxes or other amounts from the amounts paid hereunder or otherwise
treat Consultant as if he were an employee. Consultant’s rights
to payments and other amounts from the Company shall be limited to
those contractual rights provided in this Agreement.

2.    Performance.    During the Term, Consultant will
serve the Company faithfully and to the best of his ability and will
devote his full business time, energy, experience and talents to the
business of the Company, provided that Consultant has pending part-time
commitments (which will not interrupt his performance of the Services)
which he is permitted to complete on or before October
31,  2004. At his option, Consultant, upon thirty (30) days
advance written notice to the Company may reduce his service level
hereunder by up to 50% (the ‘‘Reduced
Services’’).

3.    Term.    Subject
to: the extension for purposes of the Management Equity Plan described
in Section 4 below, the term of this Agreement shall begin upon the
Effective Date and shall initially continue for a period of no more
than two (2) years from such date (the
‘‘Term’’). During the Term, Consultant may
terminate this Agreement at his will by providing fifteen (15) days
notice to the Company, and the Company may immediately terminate this
Agreement by providing notice to Consultant (‘‘At Will
Termination’’).

In the event of an At Will
Termination, all obligations under this Agreement shall end on such
termination.

4.    Management Equity Plan.    (a)
The Company has provided Consultant with the following documents: (i)
an offering memorandum describing an opportunity to purchase certain
units (the ‘‘A Units’’) in the
Company’s current ultimate parent, Nalco LLC (the
‘‘Management Equity Plan’’), (ii) a Limited
Liability Company Agreement for Nalco LLC, (iii) a Registration Rights
Agreement for Nalco LLC, (iv) a Management Members Agreement for A
Units and (v) a Subscription Agreement permitting Consultant the
opportunity of purchasing $200,000 of A Units pursuant to the
Management 

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Equity Plan and (vi) 2004 Unit Plan
(collectively the ‘‘Management Equity Plan
Agreements’’). Consultant may purchase $200,000 in A
Units subject to the Management Equity Plan, by executing the
Management Equity Plan Agreements, making the payment to Nalco LLC for
$200,000 and executing this Agreement (the ‘‘Consultant A
Units’’). (b) Consultant acknowledges that the Management
Equity Plan was initially created for employees of the Company and that
the Management Equity Plan Agreements refer to the participants as
employees of the Company, but that notwithstanding any such references
Consultant shall not be an employee of the Company or Nalco LLC and
shall not have any rights as an employee by reason of his participation
in the Management Equity Plan or his execution of the Management Equity
Plan Agreements. (c) In the event that Consultant elects Reduced
Services pursuant to Section 2 during the Term, the Company shall have
the option to purchase from Consultant a pro-rata percentage of the
Consultant A Units at their then fair market value (as determined
pursuant to the Management Equity Plan) where such pro-rata percentage
equals the percentage reduction in Services elected by Consultant.
Further, in the event Consultant elects to terminate this Agreement at
his will during the Term, the Company shall have the option to purchase
all of the Consultant A Units at their then fair market value. (d)
These call options are in addition to the call options in the
Management Equity Plan Section 1.04 of the Management Members Agreement
permits the participants the opportunity to receive a bonus from the
Company in the event of certain conditions, including an imposition of
a certain tax on A Units and continued service to the Company on
January  1,  2007 (the ‘‘Contingent
Bonus’’). In the event that the certain tax described in
the Contingent Bonus is imposed upon Consultant, the Company shall
continue to pay Consultant $1 per month for the period July
1,  2006, through and including January  1,  2007
(the ‘‘Interim Period’’), and this
Agreement shall be extended during that Interim Period to permit
Consultant the opportunity to receive the Contingent Bonus on or about
January  1,  2007, provided that Consultant
otherwise meets the terms and conditions of the Contingent Bonus.
During the Interim Period, Consultant shall have no obligation to
provide Services to the Company.

5.    Compensation and
Benefits.    During the Term, the Consultant shall be entitled
to:

		
	a. 	a Base Payments, payable in equal twice
monthly installments of $13,959 on the 15th and last day of
the month in accordance with the Company's procedures (without
withholdings), (a gross annual rate of $335,000 US Dollars);


		
	b. 	a payment of an amount equivalent to the amount
that would have been payable to Consultant under the Company incentive
plan (had Consultant been an employee) at the time such payment would
have been required, such incentive currently known as the Management
Incentive Plan (‘‘MIP’’), with a target
award of 45% of a base amount of $250,000 — for partial
years, the payment required under this Section 5(b) shall be made on a
pro-rata basis;


		
	c. 	the same holidays as employees
of the Company;


		
	d. 	three weeks of vacation during
each calendar year, pro-rata for partial calendar years, without
affecting the Company’s Base Payment obligation and for any
unused vacation at the end of the Term, the Company shall pay
Consultant at the same annual rate for a period equal to the period of
the unused vacation; and


		
	h. 	be reimbursed by the
Company for all reasonable expenses actually incurred by the Consultant
in connection with the performance of the services hereunder in
accordance with policies established by the Company from time to time
and upon presentation of appropriate
documentation.


6.    Consultant’s
Covenants


		
	a. 	During the Term hereunder and for
a period of two (2) years thereafter, (1) Consultant shall not,
within any jurisdiction or marketing area in which the Company (or its
Subsidiaries (as such term is defined below)) is doing business,
directly or indirectly, own, manage, operate, control, consult with, be
employed by, or participate in the ownership, management, operation or
control of any business of the type and character engaged in or
competitive with that conducted by the Company (or its Subsidiaries);
(2) Consultant shall not, directly or indirectly, employ,
solicit for employment or otherwise contract for the services of any
individual who is an employee of the Company (or 


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its Subsidiaries and Affiliates (as such term
is defined below)) at the time of this Agreement or who shall
subsequently become an employee of the Company (or its Subsidiaries and
Affiliates); and (3) Consultant will not solicit, in competition
with the Company, any person who is, or was at any time within the
twelve months prior to the Consultant’s termination of this
Agreement, a customer of the business conducted by the Company (or its
Subsidiaries).


		
	b. 	During the Term and thereafter,
(1) the Consultant will not divulge, transmit or otherwise
disclose (except as legally compelled by court order, and then only to
the extent required, after prompt notice to the Company of any such
order), directly or indirectly, other than in the regular and proper
course of business of the Company, any confidential knowledge or
information regarding the operations, finances, organization or
employees of the Company (or its Subsidiaries and Affiliates) or
confidential or secret processes, services, techniques, customers or
plans of the Company (or its Subsidiaries and Affiliates); and
(2) Consultant will not use, directly or indirectly, any
confidential information for the benefit of anyone other than the
Company (or its Subsidiaries and Affiliates); provided, however,
that the Consultant has no obligation, express or implied, to refrain
from using or disclosing to others any such knowledge or information
which is or hereafter shall become available to the public other than
through disclosure by Consultant. All rights to new processes,
techniques, know-how, inventions, plans, products, patents and devices
developed, made or invented by the Consultant, alone or with others,
while a consultant for the Company which are related to the business of
the Company (or its Subsidiaries and Affiliates) shall be and become
the sole property of the Company, unless released in writing by the
Company, and Consultant hereby assigns all such rights to the Company.
All files, records, correspondence, memoranda, notes or other documents
(including, without limitation, those in computer-readable form) or
property relating or belonging to the Company, whether prepared by
Consultant or otherwise coming in Consultant’s possession in the
course of the performance of The Services under this Agreement, shall
be the exclusive property of Company and shall be delivered to Company
and not retained by Consultant (including, without limitations, any
copies thereof) upon termination of this Agreement for any reason
whatsoever.


		
	c. 	Consultant will communicate and
disclose in writing to the Company both during the term of this
Agreement and thereafter, all inventions, discoveries, improvements,
machines, devices, designs, processes, products, software, treatments,
formulae, mixtures and/or compounds whether patentable or not as well
as patents and patent applications (all collectively referred to as
‘‘Inventions’’) made, conceived, developed
or acquired by Consultant or under which Consultant acquired the right
to grant licenses or become licensed, whether alone or jointly with
others, during the Term. All of Consultant’s right, title and
interest in, to and under such Inventions, including licenses and right
to grant licenses shall be the sole property of the Company and the
same are hereby assigned to the Company. Any Invention disclosed by
Consultant to anyone within one (1) year after the termination of this
Agreement, which relates to any matters pertaining to, applicable to,
or useful in connection with, the business of the Company shall be
deemed to have been made or conceived or developed by Consultant during
the Term, unless proved by Consultant to have been made and conceived
and developed after the termination of this
Agreement.


		
	d. 	For all of Consultant’s
Inventions, Consultant will, upon request of the Company, during the
term of this Agreement and thereafter:


(1)    execute
and deliver all documents which the Company shall deem necessary or
appropriate to assign, transfer and convey to the Company, all of
Consultant’s right, title, interest in and to such Inventions,
and enable the Company to file and prosecute applications for Letters
Patent of the United States and any foreign countries on Inventions as
to which the Company wishes to file patent applications;
and

(2)    do all other things (including the giving of
evidence in suits and other proceedings) which the Company shall deem
necessary or appropriate to obtain, maintain, and assert patents for
any and all such Inventions and to assert its rights in any Inventions
not patented.

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	e. 	Consultant hereby assigns
to the Company the copyright in all works prepared by the Consultant
which are either:


			
		(1) 	within the scope of the
Services; or,


			
		(2) 	based upon information acquired
from the Company not normally made available to the public;
or,


7.    Notices.    Any notices required or
permitted hereunder shall be in writing and shall be deemed to have
been given when personally delivered or when mailed, certified or
registered mail, postage prepaid, to the following addresses:

If
to Consultant:

Mr.  John  Gigerich

If
to the Company:

Nalco Company
1601 West Diehl
Road
Naperville, Illinois 60563-1198

Attention:
General
Counsel

8.    General.

		
	a. 	Governing
Law.    The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the
State of Illinois applicable to contracts executed and to be performed
entirely within said State.


		
	b. 	Construction and
Severability.    If any provision of this Agreement shall be
held invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired, and the
parties undertake to implement all efforts which are necessary,
desirable and sufficient to amend, supplement or substitute all and any
such invalid, illegal or unenforceable provisions with enforceable and
valid provisions which would produce as nearly as may be possible the
result previously intended by the parties without renegotiation of any
material terms and conditions stipulated herein.


		
	c. 	Assignability.    Consultant may not
assign his interest in or delegate his duties under this Agreement.
This Agreement is for the Services of Consultant, personally, and the
Services to be rendered by him under this Agreement must be rendered by
him and no other person. Consultant represents and warrants to the
Company that Consultant has no contracts or agreements of any nature
that Consultant has entered into with any other person, firm or
corporation that contain any restraints on Consultant's ability
to perform his obligations under this Agreement. This Agreement shall
be binding upon and inure to the benefit of the Company and its
successors and assigns.


		
	d. 	Compliance with
Rules and Policies.    Consultant shall perform all Services in
all material respects in accordance with the applicable policies,
procedures and rules established by the Company, including, but not
limited to, the By-Laws of the Company and the Company’s Code of
Ethical Business Practices. In addition, Consultant, where applicable,
shall comply in all material respects with all laws, rules and
regulations that are generally applicable to the Company, and its
employees, directors and
officers.


		
	e. 	Arbitration.    (1) The
parties shall use their reasonable best efforts and good will to settle
all disputes by amicable negotiations. The Company and Consultant agree
that any dispute, controversy or claim arising out of, relating to or
in connection with this Agreement, or the termination of this Agreement
or the termination of Consultant's Services hereunder that is not
amicably resolved by negotiation shall be finally settled by
arbitration, under and in accordance with the Rules of Commercial
Arbitration of the American Arbitration Association then in effect, as
set forth below, in Chicago, Illinois, or such other place agreed to by
the parties.


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		(2) 	Any such
arbitration shall be heard before a panel consisting of one (1) to
three (3) arbitrators, each of whom shall be impartial. All arbitrators
shall be appointed in the first instance by agreement between the
parties. If the parties cannot agree upon a single arbitrator, each of
the Company and Consultant shall be entitled to appoint one arbitrator.
These two appointed arbitrators shall then appoint a third arbitrator
by their mutual agreement.


			
		(3) 	The
award of the arbitrator or panel of arbitrators shall be in writing and
state the reasons upon which it is based. It may be made public only
with the consent of the parties. Any monetary award shall be in U.S.
dollars.


			
		(4) 	Each of the parties hereto
accepts the exclusive jurisdiction of the arbitrator or panel of
arbitrators appointed in accordance herewith. The award of the
arbitrator or arbitral panel shall be final and binding on the parties,
who undertake to carry it out without delay. Judgment on the award
rendered by the arbitrator or arbitral panel may be entered in any
court having jurisdiction
thereof.


			
		(5) 	The arbitrator or panel of
arbitrators may also award interim relief and grant specific
performance. Notwithstanding the foregoing, each party reserves the
right to apply to any court of competent jurisdiction for any
provisional measure, including injunctive relief, to enforce the terms
of this Agreement.


			
		(6) 	The Company and
Consultant shall each pay fifty percent (50%) of all costs of
the arbitrator or panel of arbitrators and of the American Arbitration
Association. The arbitrator may award to the party prevailing on any
matter or issue within the arbitration, his or its legal fees and
disbursements (including the costs of the American Arbitration
Association and the arbitrator) related to such matter or issue
provided that the party is successful overall on a material portion of
the arbitration, provided, however, the Company shall only be
entitled to an award of legal fees and disbursements if the resolution
of any such contest or dispute includes a finding that
Consultant's claims in such contest or dispute were frivolous or
brought in bad faith.


		
	f. 	Entire
Agreement: Modification.    This Agreement constitutes the
entire agreement of the parties hereto with respect to the subject
matter hereof, supersedes all prior agreements and undertakings, both
written and oral, and may not be modified or amended in any way except
in writing by the parties hereto.


		
	g. 	Survival.    The covenants set
forth in Section  shall survive and shall continue to be binding
upon the Consultant notwithstanding the termination of this Agreement
for any reason whatsoever.


		
	h. 	Waiver.    No waiver by either
party hereto of any of the requirements imposed by this Agreement on,
or any breach of any condition or provision of this Agreement to be
performed by, the other party shall be deemed a waiver of a similar or
dissimilar requirement, provision or condition of this Agreement at the
same or any prior or subsequent time. Any such waiver shall be express
and in writing, and there shall be no waiver by
conduct.


		
	i. 	Counterparts.    This
Agreement may be executed in two or more counterparts, all of which
taken together shall constitute one instrument.


IN WITNESS
WHEREOF, the parties hereto, intending to be legally bound, have
hereunto executed this Agreement as of the day and year first written
above.

			
			NALCO COMPANY
			


			
	Date:
July  1,
2004                    		/s/ Stephen N.
Landsman            
Name:    Stephen N.
Landsman
Title:       Vice
President
			


			
			CONSULTANT
			


			
	Date: July
1,  2004                    		/s/
John L.
Gigerich                     
			


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