EXHIBIT 4
                                                                     ---------

                                IN THE UNITED STATES BANKRUPTCY COURT
                                    FOR THE DISTRICT OF DELAWARE

<TABLE>
<S>                                                 <C>

                                                     x
IN RE                                                :
                                                     :      Chapter 11
OWENS CORNING, et al.,                               :
                                                     :      Case No. 00-03837 (JKF)
                           Debtors.                  :
                                                     :      Jointly Administered
                                                     :
                                                     x      Related to NIBS Docket Nos. 18 and 2342
</TABLE>

              FINAL ORDER UNDER 11 U.S.C.ss.ss.105, 345(b) AND 363
                   (I) AUTHORIZING (A) MAINTENANCE OF CERTAIN
                  EXISTING BANK ACCOUNTS, (B) CONTINUED USE OF
                  EXISTING BUSINESS FORMS, (C) USE OF MODIFIED
                  CASH MANAGEMENT SYSTEM, AND (D) TRANSFERS OF
                 FUNDS TO DEBTOR AND NON-DEBTOR AFFILIATES; AND
                       (II) WAIVING INVESTMENT AND DEPOSIT
                      REQUIREMENTS OF 11 U.S.C. ss. 345(b)
                      ------------------------------------

         Upon the motion, dated October 6, 2000, of the above-captioned debtors
and debtors-in-possession (the "Debtors"), for Interim and Final Orders Under 11
U.S.C. ss.ss. 105, 345(b) and 363 (I) Authorizing (A) Maintenance Of Certain
Existing Bank Accounts, (B) Continued Use Of Existing Business Forms, (C) Use Of
Modified Cash Management System, And (D) Transfer Of Funds To Non-Debtor
Subsidiaries; And (II) Waiving Investment And Deposit Requirements Of 11 U.S.C.
ss. 345(b) (the "Motion"); and the Court having reviewed the Motion and the
Declaration of Michael H. Thaman in Support of Chapter 11 Petitions and First
Day Orders, sworn to at the hearing on October 6, 2000 (the "Hearing"); and the
Court having determined that the relief requested in the Motion (as modified by
Exhibit D-1) is in the best interests of the Debtors, their estates, their
creditors and other parties-in-interest; and the Court having approved the
Agreed-Upon Interim Cash Management Order (the "Interim CMO") at the hearing on
June 19, 2001; and the Interim CMO having been extended by agreement among the
Debtors, Credit Suisse First Boston, as Agent under that certain Credit
Agreement dated as of June 26, 1997 (the "Agent"), the Official Committee of
General Unsecured Creditors (the "Creditors' Committee"), the Official Committee
of Asbestos Claimants (the "Asbestos Committee") and the Futures Representative
appointed on September 28, 2001 effective as of June 12, 2001 (the "Futures
Representative," and collectively with the Agent, the Creditors' Committee and
the Asbestos Committee, the "Creditor Group"); and it appearing that proper and
adequate notice of the Motion and the Notice of Filing of Proposed Final Cash
Management Order and Notice of Hearing has been given and that no other or
further notice is necessary; and after due deliberation thereon; and good and
sufficient cause appearing therefor, it is hereby
<PAGE>

                  ORDERED, ADJUDGED AND DECREED THAT:
1. This Order is effective as of the date hereof and will continue in effect
until confirmation of a plan or plans of reorganization for the Debtors, unless
further modified by order of this Court or in accordance with Paragraph 22 of
this Order. This Order supplements and replaces the Interim CMO in all respects.

2. In accordance with sections 105 and 363 of the Bankruptcy Code, the Debtors,
in their discretion but subject to the terms of the debtor-in-possession
financing facility approved by the Court on November 20, 2000 (the "DIP
Facility") and this Order, are authorized and empowered to: (a) designate,
maintain and continue to use any and all of their respective collection,
collateral, operating, depository, payroll and other accounts (collectively, the
"Debtor Bank Accounts") in existence as of 8:30 a.m. (Delaware time) October 5,
2000 (the "Petition Date") in accordance with existing account agreements (the
"Account Agreements"), with the same account numbers, including, without
limitation, the accounts identified on Exhibit A; (b) close any Debtor Bank
Account (except to the extent that an account is subject to an administrative
freeze pursuant to this Order it shall not be closed without the Bank's
consent); and (c) treat the Debtor Bank Accounts for all purposes as accounts of
the Debtors in their capacity as debtors-in-possession; provided that a failure
by any of the Debtors to perform any post-Petition Date obligation under an
Account Agreement shall permit the Bank that is party to such Account Agreement
to close all Debtor Bank Accounts that are subject to such Account Agreement on
five (5) business days' written notice if such failure is not cured within such
time. The Banks at which the Debtor Bank Accounts and Non-Debtor Bank Accounts
(as hereinafter defined) are maintained are hereafter referred to as the
"Banks."

3. Except as modified by this Order or subsequent order of this Court,
the Debtors and their non-debtor subsidiaries, affiliates and joint ventures set
forth on Exhibit B hereto (the "Non-Debtors") shall be permitted to utilize
their cash management system existing prior to the Petition Date. The bank
accounts of such Non-Debtors shall be referred to as the Non-Debtor Bank
Accounts.
<PAGE>

4. Any Bank shall be permitted to continue an administrative freeze imposed in
accordance with Exhibit D-1 or the Order Granting Debtors' Motion for Temporary
Restraining Order and Setting Matter for Preliminary Injunction Hearing dated
October 10, 2000 (as amended or extended from time to time, the "TRO"), as
applicable, to the extent that such Bank has, as of the Petition Date, valid
setoff, recoupment or similar rights under any applicable financing agreement or
under applicable law, on any funds held in Debtor Bank Accounts or Non-Debtor
Bank Accounts as of the Petition Date; provided that any such administrative
freeze may be lifted pursuant to further order of the Court or agreement among
the Debtors, the Non-Debtors, the Banks, the Creditors' Committee, the Asbestos
Committee and the Futures Representative. All funds collected subsequent to the
Petition Date shall be available for the Debtors' or Non-Debtors' use and shall
not be subject to any administrative freeze. For purposes of administrative
convenience only, any Bank may, on written notice to the Debtors or Non-Debtors,
transfer any funds frozen in accordance with this Paragraph 4 to a new account
in the name of such Debtor or Non-Debtor at such Bank; provided that the rights
and remedies of all parties regarding setoff rights and administrative freeze
rights are expressly preserved. Except as otherwise expressly set forth in this
Paragraph 4, nothing in this Order shall purport to affect the rights of any
party under the TRO with respect to any administrative freeze imposed in
accordance therewith.

5. Except as otherwise may be agreed between the Debtors, the Non-Debtors and
individual Banks, the Banks are authorized and directed to continue to service
and administer the Debtor Bank Accounts and Non-Debtor Bank Accounts as they
were maintained pre-Petition Date, except as modified herein, without
interruption and in the usual and ordinary course, and to receive, process,
honor and pay any and all checks, drafts, wires or automated clearing house
transfers ("ACH Transfers") issued on the Debtor Bank Accounts and Non-Debtor
Bank Accounts on or after the Petition Date; provided that there must be
sufficient funds deposited after the Petition Date in said Debtor Bank Accounts
and Non-Debtor Bank Accounts to cover and permit payment thereof. In the usual
and ordinary course, any Bank is further authorized to deduct from a Debtor Bank
Account in that Bank (other than with respect to funds subject to an
administrative freeze in accordance with Paragraph 4) the amount of any check or
draft deposited after the Petition Date to that account that is returned for
insufficient funds or otherwise not paid, including the amount of any service
charge or processing fee charged pre-Petition Date for such service (an "Account
Exposure Claim"). With respect to Debtors, to the extent that any Bank is unable
to recover the full amount of an Account Exposure Claim by deducting from any
such Debtor Bank Account, such Account Exposure Claim shall constitute an
allowed superpriority administrative expense claim against the Debtors having
priority over all administrative expense claims of the kind specified in
sections 503(b) and 507 of the Bankruptcy Code (a "Superpriority Claim") subject
only to claims in connection with the DIP Facility and any carve-out thereunder
(the "Dip Facility Claims").
<PAGE>

6. The Banks shall not honor any check, draft, wire or ACH Transfer presented,
issued or drawn on the Debtor Bank Accounts before the Petition Date, unless
such Bank receives a request from the Debtors to honor such check or draft as
constituting a payment authorized and provided for in an order of this Court;
provided that there must be sufficient funds deposited after the Petition Date
in said Debtor Bank Accounts to cover and permit payment thereof. The Debtors
shall promptly supply the Creditor Group with information regarding any such
payments.

7. The Banks are authorized and directed to accept and honor all representations
from the Debtors as to which checks should be honored or dishonored consistent
with orders entered by this Court, whether such checks are dated before, on or
after the Petition Date and whether or not the Banks believe the payment is
authorized by some other order of this Court; provided that the Banks shall not
be held liable for improperly honoring or dishonoring any check, draft, or ACH
transfer presented, issued, or drawn on the Debtor Bank Accounts on account of a
claim (as such term is defined in 11 U.S.C. ss. 101(5)) arising before the
Petition Date which, at the direction of the Debtors was requested to be honored
or dishonored, as the case may be, unless the Banks' actions were grossly
negligent; and provided further that nothing in this Order shall or be deemed to
be a determination on the merits as to whether any ACH Transfer was properly or
improperly made or reversed, and the rights of all parties with respect to such
issues are expressly reserved.

8. Any and all accounts opened by any Debtor on or after the Petition Date at
any bank shall be deemed a Debtor Bank Account (as if it had been opened before
the Petition Date) and any and all banks at which such accounts are opened shall
be subject to the rights and obligations of the Banks under this Order.

9. Other than as set forth in Paragraphs 12 and 15 below, the Debtors and Non-
Debtors shall not be permitted to transfer funds to pay pre-Petition Date
intercompany indebtedness (including, without limitation, interest on any such
intercompany indebtedness) without prior Court order.
<PAGE>

10. Other than as set forth in Paragraphs 10 through 15 below, Debtors and
Non-Debtors shall only be permitted to transfer funds to each other to the
extent any such transfer is made in payment for goods and services provided to
the payor subsequent to the Petition Date in the ordinary course of business and
consistent with pre-Petition Date business practices; provided that any
intercompany administrative claim in the Debtors' cases for goods and services
shall be subordinate to administrative claims by third parties for goods and
services.

11. Owens Corning shall be permitted to transfer funds in the ordinary course
and consistent with pre-Petition Date business practices to other Debtors and to
Non-Debtors for capital expenditures provided in Owens Corning's annual capital
expenditure budget as approved by Owens Corning's board of directors; provided
that transfers of funds to Non-Debtors for growth and expansion capital
expenditures shall not exceed $20,000,000 annually. Such transfers of funds
shall be evidenced as a term loan (unless any applicable law or any financing
agreement precludes such Debtor or Non-Debtor from characterizing such amount as
a loan, in which event Owens Corning shall give notice of such preclusion to the
Creditor Group) in the form of a master term note with appropriate schedules
attached. The master term note shall provide that (i) transfers of funds to
another Debtor shall be treated as a Superpriority Claim (subject solely to the
Dip Facility Claims) in the recipient's bankruptcy case to the extent not repaid
and (ii) transfers of funds to Non-Debtors shall be repaid before the repayment
of such Non-Debtor's intercompany debt existing as of the Petition Date ("Senior
Debt"). The Debtors and Non-Debtors shall be permitted to transfer funds to pay
post-Petition Date intercompany indebtedness created pursuant to the provisions
of this Paragraph (including, without limitation, interest on any such
intercompany indebtedness).

12. IPM, Inc. and its non-debtor subsidiaries, affiliates and joint ventures
(each a "Non-Debtor IPM Entity" and collectively, the "Non-Debtor IPM Entities"
designated on Exhibit B) shall be permitted to transfer funds to other
Non-Debtor IPM Entities in the ordinary course of business and consistent with
pre-Petition Date business practices, provided that no transfer may be made to
any Non-Debtor IPM Entity with a negative net worth as of the date of the last
quarterly financial statements prepared by such Non-Debtor IPM Entity without
the approval of the Agent (as defined below), which approval shall not be
unreasonably withheld. Unless such transfers are in payment for goods and
services provided to the payor subsequent to the Petition Date in accordance
with Paragraph 10 above, such transfers of funds will be evidenced as a loan
(unless any applicable law or any financing agreement precludes such Non-Debtor
IPM Entity from characterizing such amount as a loan, in which event Owens
Corning shall give notice of such preclusion to the Creditor Group) in the form
of a master promissory note with appropriate schedules attached. The Non-Debtor
IPM Entities shall be permitted to transfer funds to other Non-Debtor IPM
Entities to pay pre-Petition Date intercompany indebtedness (including, without
limitation, interest on any such intercompany indebtedness) set forth on Exhibit
C hereto and post-Petition Date intercompany indebtedness created pursuant to
the provisions of this Paragraph (including, without limitation, interest on any
such intercompany indebtedness). A report setting forth all such loans and
transfers made pursuant to this Paragraph 12 shall be delivered to the Creditor
Group within thirty (30) days following the end of each month.
<PAGE>

13. In addition  to the  transfers  described  in  Paragraphs  9, 10, 11 and 12,
Debtors and  Non-Debtors  shall be permitted to transfer  funds to other Debtors
and Non-Debtors  with a positive net worth, so long as (i) the aggregate  amount
of any such  post-Petition Date transfers  remaining  outstanding and not repaid
does not exceed  Twenty Five Million  Dollars  ($25,000,000)  at any given time,
(ii) the aggregate amount of any transfers remaining  outstanding and not repaid
to any one Debtor or Non-Debtor  will not exceed at any given time the lesser of
(a)  Five  Million  Dollars  ($5,000,000)  or  (b)  two  times  the  sum  of the
shareholders  equity and intercompany loans recorded on the books of such Debtor
or  Non-Debtor  as of the  Petition  Date,  and (iii) the funds are utilized for
working   capital,   to  build   inventory  or  to  manage  seasonal  cash  flow
fluctuations.  Such  transfers of funds will be  evidenced  as a revolving  loan
(unless any applicable law or any financing  agreement  precludes such Debtor or
Non-Debtor  from  characterizing  such  amount as a loan,  in which  event Owens
Corning shall give notice of such  preclusion to the Creditor Group) in the form
of a master  revolving  note with  appropriate  schedules  attached.  The master
revolving  note  shall  provide  that (i)  transfers  of funds  from a Debtor to
another  Debtor  or  from  a  Non-Debtor  to a  Debtor  shall  be  treated  as a
Superpriority  Claim  (subject  solely  to  the  Dip  Facility  Claims)  in  the
recipient's bankruptcy case to the extent not repaid and (ii) transfers of funds
from a Debtor to a Non-Debtor or from a Non-Debtor to another  Non-Debtor  shall
be treated as Senior  Debt.  The Debtors and  Non-Debtors  shall be permitted to
transfer  funds to pay  post-Petition  Date  intercompany  indebtedness  created
pursuant to the provisions of this  Paragraph  (including,  without  limitation,
interest  on  any  such  intercompany  indebtedness).

14. In addition  to the  transfers  described  in  Paragraphs  9, 10, 11 and 12,
Debtors and  Non-Debtors  shall be permitted to transfer  funds to other Debtors
and  Non-Debtors  with a negative net worth as of the date of the last quarterly
financial  statements prepared by such Debtor or Non-Debtor,  so long as (i) the
aggregate amount of any such post-Petition Date transfers remaining  outstanding
and not repaid does not exceed One  Million  Dollars  ($1,000,000)  at any given
time, and (ii) the funds are utilized for working capital, to build inventory or
to manage  seasonal  cash flow  fluctuations.  Such  transfers  of funds will be
evidenced  as a revolving  loan  (unless  any  applicable  law or any  financing
agreement precludes such Debtor or Non-Debtor from characterizing such amount as
a loan, in which event Owens Corning shall give notice of such preclusion to the
Creditor  Group)  in the  form  of a  master  revolving  note  with  appropriate
schedules  attached.  The master revolving note shall provide that (i) transfers
of funds from a Debtor to another Debtor or from a Non-Debtor to a Debtor, shall
be treated as a Superpriority  Claim (subject solely to the Dip Facility Claims)
in the  recipient's  bankruptcy case to the extent not repaid and (ii) transfers
of  funds  from a  Debtor  to a  Non-Debtor  or  from a  Non-Debtor  to  another
Non-Debtor shall be treated as Senior Debt. The Debtors and Non-Debtors shall be
permitted to transfer funds to pay post-Petition Date intercompany  indebtedness
created  pursuant  to the  provisions  of  this  Paragraph  (including,  without
limitation, interest on any such intercompany indebtedness).
<PAGE>

15.  The  transfers  of  funds  in  connection  with  the  following  eight  (8)
transactions  are  approved  exceptions  to  Paragraphs  9 through  14,  are not
included for purposes of calculating any "caps" in the aforementioned Paragraphs
9 through 14, and are  authorized  only by this  Paragraph 15, not  Paragraphs 9
through  14.

     A. EOCF To Offshore.  In the ordinary course of business two Non-Debtor IPM
     Entities,  Engineered Pipe Systems,  Inc.("EPS"), a 100% subsidiary of IPM,
     Inc.  ("IPM"),  and Norske EPS BOT AS, an indirect 100%  subsidiary of EPS,
     sold all of their stock and interests in certain affiliates of EPS to Saudi
     Arabian  Amiantit Co.  pursuant to that certain  Stock  Purchase  Agreement
     dated  February 28, 2001.  However,  pursuant to that certain Norway Escrow
     Agreement  dated February 28, 2001,  the funds in connection  with the sale
     could not be released  unless the escrow agent  received  either  notice of
     bankruptcy  court  approval  or notice  of  committee  non-objection.  As a
     result, the Creditors'  Committee executed a letter agreement consenting to
     the sale and the  implementation  of the  transactions  provided for in the
     Stock Purchase Agreement and the Norway Escrow Agreement.

          Although the proceeds of the sale were  transferred  to EPS,  Flowtite
     Offshore  Services Ltd.  ("Offshore"),  an indirect 100% subsidiary of EPS,
     was obligated to pay $460,000 in connection  with the severance and pension
     fund obligations pursuant to the Stock Purchase Agreement. Offshore did not
     have the funds to make the  payment.  As a result,  European  Owens-Corning
     Fiberglas,  S.A.  ("EOCF")  transferred  the necessary funds to Offshore in
     June 2001.  The  transfer  was  recorded as a loan.  However,  the loan was
     repaid in August 2001.

     B. Owens  Corning To  Integrex.  Subsequent  to the  Petition  Date,  Owens
     Corning decided that the asbestos claims  processing  services  provided by
     Integrex  were  no  longer  necessary.   However,  Integrex  had  developed
     additional service business enterprises which became operational.  Although
     the management of Integrex had decided  pre-Petition Date to transfer these
     operations  into  separate  limited  liability  companies  owned by a newly
     formed Owens Corning subsidiary, Integrex Ventures LLC, the transfers never
     occurred. Therefore, as of the Petition Date, Integrex continued to own the
     service enterprises.
<PAGE>

          Significant  expenses  were  involved in the shut-down of the asbestos
     claims processing services segment of Integrex.  The expenses include lease
     and other  contract  termination  expenses,  and severance and pension fund
     obligations in connection  with the asbestos  claims  processing  employees
     that were terminated.  Additionally,  the service  enterprises operate at a
     loss.  Integrex  did not have the  necessary  funds to cover the  shut-down
     costs of the asbestos claims processing segment nor the operating losses of
     the service enterprises.  As a result, Owens Corning transferred a total of
     $6,636,487,  as of November 30, 2001, to Integrex in a series of transfers.
     Additional  transfers  will be necessary to complete the  shut-down  and to
     transfer the service business enterprises to Owens Corning. Such additional
     transfers shall not exceed approximately $246,000.

     C.  Exterior  To  Fibreboard.  When the  Debtors  filed  their  Chapter  11
     petitions,  Wells Fargo  subjected bank account  #4250157468 in the name of
     Fibreboard  Corporation  ("Fibreboard")  to an  administrative  freeze.  On
     October  5, 2000,  $3,118,677  was  deposited  in the  Fibreboard  account.
     However,  the funds were the customer deposits of Exterior  Systems,  Inc.,
     ("Exterior")  which  were  swept  in the  Fibreboard  account  based on the
     Debtors'  pre-Petition  Date  cash  management  system.  As  a  result,  an
     intercompany loan from Exterior to Fibreboard was recorded on the financial
     statements of Exterior and Fibreboard.

          Unless the frozen  funds are  released,  Fibreboard  does not have the
     financial  ability  to  reimburse  Exterior.  Moreover,  the loan  that was
     created due to the administrative freeze was not a transfer of funds within
     the meaning of transfer under the Interim CMO.

     D.  Britinvest  To EOCF.  Products  produced  by Owens  Corning's  European
     affiliates are invoiced in the purchasers' currency. In order to centralize
     the currency  exposure,  European  Owens-Corning  Fiberglas,  S.A. ("EOCF")
     collects the receivables pursuant to a collecting agent agreement.

          When the Debtors filed their Chapter 11 petitions,  many bank accounts
     of Owens Corning and its affiliates were subjected and remain  subjected to
     an administrative  freeze.  Due to the disruption in sources of funds, EOCF
     could  not meet its  payment  obligations,  in  particular,  its  immediate
     payroll obligations for Owens Corning's European affiliates.

<PAGE>
          As  a  result,   Owens-Corning   Britinvest   Limited   ("Britinvest")
     transferred 6,000,000 pounds Sterling to EOCF on October 13, 2000, which is
     equal  to  approximately  $8,724,608  as of  October  31,  2001.  Prior  to
     transferring  the funds,  counsel for the Debtors  discussed  this transfer
     with counsel for the Banks.  Because the CMO was being negotiated,  counsel
     for the Banks  consented to the transfer on the condition that the transfer
     was documented as a loan from  Britinvest to EOCF. In November  2001,  EOCF
     repaid Britinvest 600,000 pounds Sterling and in December 2001, EOCF repaid
     Britinvest  500,000 pounds  Sterling.  In connection  with the  transaction
     described  in this  Paragraph  15(D) only,  Britinvest  shall not  transfer
     additional funds to EOCF.

     E. Owens  Corning To  Remodeling.  Owens  Corning  developed a  proprietary
     product to be used in basement remodeling and finishing,  the Basement Wall
     Finishing  System(TM)  ("BFS").   Owens  Corning  Remodeling  Systems,  LLC
     ("Remodeling")  was  formed  in  January  2000 to sell  BFS  franchises  to
     residential  remodelers.  Remodeling  executed eight  franchise  agreements
     before filing a Chapter 11 petition.  The franchise  agreements require the
     residential   remodelers  to  pay  franchise  fees,   training  and  market
     development  fees, and other  miscellaneous  fees.  Expenses of Remodeling,
     including marketing,  promotions, and payroll, were paid from bank accounts
     of Owens Corning and payments  made  pursuant to the  franchise  agreements
     were deposited in bank accounts of Owens Corning.

          However, because Remodeling is a new enterprise,  expenses continue to
     exceed  revenues.  Therefore,  Owens  Corning  has been  and  will  need to
     continue  funding the expenses of Remodeling.  As a result,  as of November
     30, 2001, Owens Corning transferred  $3,832,096 in a series of transfers to
     Remodeling.  The aggregate  amount of all prior  transfers  and  subsequent
     transfers shall not exceed $6,000,000.

     F. G.B.  Ltd.  Due to a  substantial  downturn in demand for its  products,
     Owens-Corning Fiberglas (G.B.) Ltd. ("G.B. Ltd.") experienced difficulty in
     generating  sufficient  revenue to pay its operating costs and pension plan
     obligations.  As a result,  Owens-Corning Britinvest Limited ("Britinvest")
     transferred  11,465,000  pounds  Sterling  to  G.B.  Ltd.  in a  series  of
     transfers  beginning  in  November  2000,  which is equal to  approximately
     $16,676,989 as of December 31, 2001.

          Further, since October 2001, Owens Corning deferred receipt of certain
     payables  due from G.B.  Ltd. in  connection  with alloy leases and royalty
     payments in an effort to  conserve  funds in G.B.  Ltd. As of December  31,
     2001, $1,845,000 has been deferred.
<PAGE>

          Owens  Corning is  authorized  to  transfer  funds to  Britinvest  and
     Britinvest is authorized to transfer funds to G.B. Ltd.;  such transfers of
     funds  shall not  exceed  $12,000,000  through  December  31,  2002,  which
     includes additional loans, alloy lease deferrals and royalty deferrals.

     G. Canadian Transfers. Owens Corning NRO Inc. ("NRO") and Owens Corning NRO
     II Inc. ("NRO II") are both Canadian  holding  companies.  NRO owns all the
     stock of Owens  Corning  Canada  Inc.("OC  Canada"),  a Canadian  operating
     company.  NRO II owns all the stock of OC  Celfortec  Inc.("Celfortec"),  a
     Canadian  operating  company.  NRO,  NRO II, OC Canada  and  Celfortec  are
     Non-Debtor IPM Entities.

          In 1998, OC Canada and OC Celfortec  borrowed funds from Royal Bank of
     Canada in the amounts of CAD 159,000,000 and CAD 26,000,000 respectively in
     return for notes  payable.  NRO and NRO II then  purchased  the  respective
     notes payable for their  subsidiary from Royal Bank of Canada.  Since 1998,
     interest  has been  paid to NRO and NRO II in June and  December  each year
     from the  operating  companies  in  annual  amounts  of  approximately  CAD
     12,100,000 for OC Canada and CAD 2,000,000 for Celfortec.

          Consistent  with  prior  practice,  immediately  after  receiving  the
     interest  payments,  NRO and  NRO II  would  contribute  capital  to  their
     respective  operating company for the amount of the interest payment less a
     Canadian withholding tax payment.

          As a result,  these transfers provide OC Canada and Celfortec interest
     deductions from taxable income under applicable Canadian tax regulations in
     an  amount  equal  to the  respective  interest  payments.  OC  Canada  and
     Celfortec receive a tax benefit of approximately  38%, while NRO and NRO II
     pay tax at only a 10% rate. The tax benefit  generated is approximately 28%
     of CAD  12,100,000  and CAD 2,000,000  annually.  Additional  transfers for
     future interest  payments in 2002 will also be necessary in the same annual
     amounts. However, the tax benefit will not be available after 2002.

          Counsel for the Debtors  discussed  the interest  payments and capital
     contributions  with counsel for the Banks.  Counsel for the Banks consented
     to the transfers for December 2000, June 2001, December 2001, June 2002 and
     December 2002, and executed a letter agreement evidencing the Banks consent
     on December 19, 2001.

          The transfers for December 2000,  June 2001,  December 2001, June 2002
     and  December  2002 are  authorized.  If any  future  tax  benefit  becomes
     available which will require similar transfers,  the Debtors shall disclose
     such transfers to the Creditor Group.
<PAGE>

     H. Owens  Corning To OCIL.  Based on a  pre-Petition  Date oral  agreement,
     Owens  Corning   agreed  to  defer  receipt  of  certain   royalties   from
     Owens-Corning  (India)  Limited  ("OCIL")  under  that  certain  Technology
     License  Agreement  made as of April 8, 1997,  as  amended by that  certain
     Ratification made as of December 20, 1999 (the "Technology License"). As of
     December 31, 2001 royalties in the amount of $4,240,000 have been deferred.
     In addition,  OCIL has not paid  license  fees in the amount of  $1,400,000
     under the Technology License.

          As a result,  Owens  Corning  recorded a receivable  on its  financial
     statements  in an  amount  of  $5,640,000  as of  December  31,  2001.  Any
     additional royalty deferrals are also authorized.

16. With respect to the transfers permitted in Paragraphs 9 through 15, the
Debtors and Non-Debtors are directed to (a) maintain strict records of all such
transfers so that all transactions may be readily ascertained, traced and
recorded properly on applicable accounts, and (b) maintain records of the cash
and cash equivalent balances existing for all Debtors and Non-Debtors as of the
Petition Date.

17. The Debtors and the Banks are hereby authorized and directed
to continue to perform under the terms of the Account Agreements except to the
extent expressly directed to the contrary by the terms of this Order, by
operation of the Bankruptcy Code or by order of this Court; provided that
nothing set forth herein shall prejudice the rights of any Bank, the Creditors'
Committee, the Asbestos Committee, the Futures Representative or the Debtors
with respect to any Account Agreement arising under the Bankruptcy Code. The
parties to such agreements shall continue to enjoy the rights and remedies
afforded to them under such Account Agreements except to the extent modified by
the terms of this Order, by operation of the Bankruptcy Code or by order of this
Court. 18. The Debtors and Non-Debtors are hereby authorized to execute any
additional documents as may be required to carry out the intent and purpose of
this Order.

19. The Debtors are authorized to continue to use their existing business forms
and checks without alteration or change and without the designation
"Debtor-in-Possession" imprinted upon them.
<PAGE>

20. The Debtors and  Non-Debtors  are  authorized to invest and deposit funds in
accordance with their established deposit and investment  practices in effect as
of the Petition Date,  filed under seal with this Court on June 20, 2001, and if
and to the extent such deposit and investment  practices are not consistent with
the requirements of 11 U.S.C. ss. 345(b), such requirements are waived, for good
cause shown, subject to the Debtors maintaining a collateralization  arrangement
with Union Bank of California,  or any successor  concentration banks, and final
approval of this Order.  Owens  Corning and the other Debtors that are operating
subsidiaries  located in the United States (each an "Operating  Subsidiary"  and
collectively,  the "Operating  Subsidiaries")  and Owens Corning Canada Inc. and
the other Non-Debtors that are operating  subsidiaries located in Canada (each a
"Canadian  Operating  Subsidiary"  and  collectively,  the  "Canadian  Operating
Subsidiaries")  shall be  permitted  pursuant to the  modified  cash  management
system to consolidate and invest excess funds in investment accounts in the name
of  Owens   Corning  for  the  benefit  of  Owens   Corning  and  the  Operating
Subsidiaries,  or Owens  Corning  Canada Inc.  for the benefit of Owens  Corning
Canada Inc. and the Canadian Operating  Subsidiaries,  which investment accounts
shall have  sub-accounts  in the name of each  Operating  Subsidiary or Canadian
Operating  Subsidiary,  as the case may be, holding or otherwise segregating the
investments of such Operating Subsidiary or Canadian Operating  Subsidiary,  and
such  sub-accounts and all funds or assets therein shall at all times remain the
property of such Operating Subsidiary or Canadian Operating Subsidiary and shall
in no way be deemed to  constitute  property  of the Owens  Corning  chapter  11
estate or Owens  Corning  Canada,  Inc.,  as the case may be. At the end of each
month,  Owens Corning and Owens Corning Canada Inc. shall  reconcile the sources
and uses of cash made  during  the  month and  shall,  within  thirty  (30) days
following the end of each month, provide a copy of such reconciliation report to
the  Agent.  To the  extent  any  Operating  Subsidiary  or  Canadian  Operating
Subsidiary  does  not have  sufficient  funds  to pay the  expenses  paid on its
behalf,  Debtors  and  Non-Debtors  shall  be  permitted  to  transfer  funds in
accordance with Paragraphs 13 and 14 of this Order to cover any such deficiency.

21.  Nothing in this Order shall  restrain  Credit Suisse First Boston or any of
its affiliates  from collecting  receivables  and any proceeds  thereof owned by
Owens Corning Funding  Corporation or Alpine  Securitization  Corp.  under or in
connection with the Receivables  Purchase Facility,  dated December 20, 1994, as
amended.

22. This Order may be modified by further  agreement among the Debtors
and the Creditor  Group.
<PAGE>

23.  Nothing in this Order  shall be deemed  directly or  indirectly  to ratify,
confirm, modify, affect or limit the validity or enforceability of, or any right
to payment by Owens-Corning  Fiberglas Technology Inc. ("OC Tech") under (i) the
License  Agreement  dated as of October 1, 1991 between OC Tech, as Licensor and
Owens Corning, as Licensee,  or (ii) the License Agreement dated as of April 27,
1999 between OC Tech, as Licensor, and Exterior Systems, Inc., as Licensee.

24.  The  issuance  of this  Order is  without  prejudice  to the  rights of the
Creditor  Group,  at any time at or prior to  confirmation of a plan or plans of
reorganization  or the closing of the  Debtors'  chapter 11 cases,  whichever is
earlier,  to contest any of the  transactions  described in Paragraph 15 herein,
including,  without  limitation,  the validity,  source and/or allocation of any
payments or transfers  made  thereunder.

25. The Debtors  shall serve a copy of this Order on all Banks  within three (3)
business  days of the entry of this Order or within three (3)  business  days of
the  opening of any new  accounts  pursuant to  Paragraph  8 of this Order.  The
Debtors  and the Agent  shall  serve a copy of any  notice  provided  under that
certain  Standstill  and  Waiver  Agreement  dated as of June 19,  2001 upon the
Creditor Group.

26.  Notwithstanding  Fed. R. Bankr.  P.  6004(g),  this Order shall take effect
immediately upon entry.

Dated:   Wilmington, Delaware
         February 25, 2002

----------------------------------------
The Honorable Judith K. Fitzgerald
U. S. Bankruptcy Court

Consented To By:

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

One of the Attorneys for Owens Corning, et al.

Norman L. Pernick (No. 2290)
J. Kate Stickles (No. 2917)
SAUL EWING LLP
222 Delaware Avenue, Suite 1200
P.O. Box 1266
Wilmington, DE  19899
(302) 421-6800
(302) 421-5865

Attorneys for Owens Corning, et al.
<PAGE>


---------------------------------------
One of the Attorneys for
Credit Suisse First Boston, Agent

Mark D. Collins (No. 2981)
Daniel J. DeFranceschi (No. 2732)
RICHARDS LATYON & FINGER, P.A.
One Rodney Square
P.O. Box 551
Wilmington, DE 19899
(302) 651-7531
(302) 658-6548

Mark J. Shapiro
SHEARMAN & STERLING
599 Lexington Avenue
New York, NY 10022-6030
(212) 848-8195
(212) 848-7179

Attorneys For Credit Suisse First Boston, Agent

<PAGE>

---------------------------------------
One of the Attorneys for the Official Committee
of Unsecured Creditors of Owens Corning

William H. Sudell, Jr. (No. 463)
Eric D. Schwartz (No. 3134)
MORRIS, NICHOLS, ARSHT AND TUNNELL
1201 North Market Street
P. O. Box 1347
Wilmington, DE 19899-1347
(302) 658-9200
(302) 658-3989

Stephen H. Case, Esquire
Nancy Lazar, Esquire
DAVIS POLK & WARDWELL
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
(212) 450-3800

Attorneys for the Official Committee of
Unsecured Creditors of Owens Corning

<PAGE>

--------------------------------------
One of the Attorneys for the Official Committee
of Asbestos Claimants of Owens Corning

Matthew G. Zaleski, III, Esquire (No. 3557)
CAMPBELL & LEVINE, LLC
Chase Manhattan Centre
1201 Market Street, 15th Floor
Wilmington, DE 19801
(302) 426-1900

Elihu Inselbuch, Esquire
Rita Tobin, Esquire
CAPLIN & DRYSDALE, CHARTERED
399 Park Avenue
New York, NY 10022-4614
(212) 319-9240
(212) 319-8797

Attorneys for the Official Committee of
Asbestos Claimants of Owens Corning

---------------------------------------------
One of the Attorneys for the
Futures Representative

James L. Patton, Jr., Esquire (No. 2202)
Edwin J. Harron, Esquire (No. 3396)
YOUNG CONAWAY, ET AL.
1000 West Street, 17th Floor
Wilmington, DE 19899
(302) 571-6684
(302) 571-1253

Edmund M. Emrich, Esquire
Jane W. Parver, Esquire
KAYE SCHOLER LLP
425 Park Avenue
New York, NY 10022
(212) 836-8768
(212) 836-8510

Attorneys for the Futures Representative
of Owens Corning