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                                                                   EXHIBIT 10.53

                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE

In re:                                 |
                                       |        Jointly Administered
BORDEN CHEMICALS AND                   |        Case No. 01-1268 (PJW)
PLASTICS OPERATING LIMITED             |
PARTNERSHIP, a Delaware limited        |
partnership, et al.,                   |
             -- --                     |
                                       |        Chapter 11
                    Debtors.           |

                  ORDER (A) APPROVING ASSET PURCHASE AGREEMENT;
           (B) AUTHORIZING SALE OF ILLIOPOLIS ASSETS FREE AND CLEAR OF
           LIENS, CLAIMS AND ENCUMBRANCES; (C) AUTHORIZING ASSUMPTION
           AND ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
        RELATED THERETO; AND (D) GRANTING RELATED RELIEF (DOCKET NO. 615)
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     This matter coming before the Court on the Motion of Debtors and Debtors in
Possession for (I) an Order Approving Certain Bid Procedures and (II) a Separate
Order (A) Approving Asset Purchase Agreement; (B) Authorizing Sale of Illiopolis
Assets Free and Clear of Liens, Claims and Encumbrances; (C) Authorizing
Assumption and Assignment of Executory Contracts and Unexpired Leases Related
Thereto; and (E) Granting Related Relief (D.I. #615) (the "Sale & Procedures
Motion"), filed by the above-captioned debtors and debtors in possession
(collectively, the "Debtors); the Court having (a) reviewed the Sale &
Procedures Motion, the underlying Asset Purchase Agreement, (as may reasonably
be amended, the "Agreement")/1/ dated March 4, 2002 by and among the Debtors and
Formosa Plastics Corporation, Delaware (the "Acquiror"), a copy of which is
attached to the Sale & Procedures Motion as Exhibit A, and all pleadings and
other filed documents relating thereto and (b) heard


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     /1/  Capitalized terms not defined herein have the meanings ascribed to
     them in the Sale & Procedures Motion or in the Agreement.

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the statements of counsel regarding certain relief requested in the Sale &
Procedures Motion at a hearing before the Court (the "Sale Hearing");

     NOW THEREFORE, the Court makes the following findings of fact and
conclusions of law:/2/

     FOUND that the Court has jurisdiction over this matter pursuant to 28
J.S.C. (S) 157 and 1334;

     FOUND that this is a core proceeding pursuant to 28 U.S.C. (S) 157(b)(I);

     FOUND that on March 13, 2002, this Court signed its Illiopolis Bid
Procedures Order (i) setting the date for the Illiopolis Assets Sale Hearing;
(ii) approving minimum initial and incremental overbid amounts, the Breakup Fee
and the Expense Reimbursement; (iii) setting a date by which a Qualified Bid
must be submitted; (iv) setting procedures for, if necessary, the Illiopolis
Assets Auction; and (v) providing other related relief;

     FOUND that service of, notice of and opportunity to be heard on the Sale &
Procedures Motion, the Sale Hearing and all transactions proposed under the
Agreement was sufficient and adequate under the circumstances.

     FOUND that the Debtors' sale of the Illiopolis Assets pursuant to the
Agreement, free and clear of any and all claims, causes of action, liens,
encumbrances, charges, interests, security interests, assignments, chattel
mortgages, pledges or other similar security interests, or any mortgages, deeds
of trust, federal, state or local tax liens, any obligations of payment by
Debtors or equitable remedies against Debtors, of any kind or nature whatsoever,
whether liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal,


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     /2/  This Order constitutes the Court's findings of fact and conclusions of
     law under Fed. R. Civ. P. 52, as made applicable by Bankruptcy Rules 7052
     and 9014. Any findings of fact shall

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equitable, secured or unsecured (collectively, but excluding Permitted Liens as
defined in the Agreement and set forth in Schedule 4.4 to the Agreement,
"Property Interests"), is allowable under section 363 of the Bankruptcy Code, is
a sound exercise of the Debtors' business judgment and is in the best interests
of the Debtors' estates;

     FOUND that the Assumed Contracts constitute an integral part of the
Illiopolis Assets and the Debtors' assumption and assignment of the Assumed
Contracts (including, to the extent they become Assumed Contracts pursuant to
the Agreement, the Confidential Contracts) is allowable under section 365 of the
Bankruptcy Code, is supported by sufficient assurance of the Acquiror's ability
to satisfy the requirements of section 365(b)(l) of the Bankruptcy Code, is made
with any and all defaults having been cured or to be cured according to the
Agreement, is inextricably intertwined with the sale of the other Illiopolis
Assets, is a sound exercise of the Debtors' business judgment and is in the best
interests of the Debtors' estates;

     FOUND that the Debtors' disclosure of the terms and provisions of, and any
extradocumentary information concerning, the Confidential Contracts, under the
limited terms described in the Agreement and Sale Motion, is essential to the
sale of the Illiopolis Assets, subject to the conditions set forth herein;

     FOUND, that Debtors and Acquiror are, and at all times relevant hereto have
been, unrelated parties, and Acquiror and its principals neither are nor have
been insiders of Debtors or any of them. Debtors and Acquiror negotiated and
executed the Agreement at arms length, and without collusion, and the offer was
made in good faith and Acquiror is a good faith purchaser of the Illiopolis
Assets entitled to the protections of 11 U.S.C. section 363(m). Neither the
Debtors nor Acquiror have engaged in any conduct that would cause or permit the


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constitute a conclusion of law even if it is stated as a conclusion of law, and
any conclusion of

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Agreement to be voided under 11 U.S.C. 363(m). Acquiror is paying fair value
for the assets, rights and properties to be transferred and is not a successor
in interest to any of Debtors for any legal or equitable purpose with respect to
any claims on account of their consummation of the Agreement as and to the
extent set forth therein;

     FOUND that the Debtors, during the pendency of the Chapter 11 Cases,
adequately marketed the Illiopolis Assets which are the subject of the Agreement
and that the Agreement constitutes the highest and best offer for such assets;

     FOUND, that on March 25, 2002, an auction was conducted in accordance with
Illiopolis Bid Procedures Order and, to the extent consistent therewith, the
First Bid Procedures Order and that (i) Acquiror was an active bidder at the
auction, (ii) Acquiror submitted the highest and best bid at the auction, and
(iii) the auction and sale process was conducted in compliance with the
Illiopolis Bid Procedures Order and, to the extent consistent therewith, the
First Bid Procedures Order;

     FOUND that the Transfer is within the scope of section 1146(c) of the
Bankruptcy Code; the Court having determined that the legal and factual bases
set forth in the Sale & Procedures Motion and at the Sale Hearing establish just
cause for the relief granted herein;

     IT IS HEREBY ORDERED THAT:

     1.   The Sale & Procedures Motion is GRANTED as set forth below.

     2.   The Agreement is approved in all respects, and the Debtors are
authorized to enter into and perform their obligations under the Agreement.


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law shall constitute a finding of fact even if it is stated as a finding of
fact.

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     3.   Pursuant to sections 105, 363(b), 363(f), and 363(m) of the Bankruptcy
Code and Bankruptcy Rules 2002 and 6004, the Debtors shall be, and hereby are,
authorized to sell, convey, assign, transfer and deliver to Acquiror, and this
Court hereby approves and orders such sale, conveyance, assignment, transfer
and delivery to Acquiror of, all assets, rights and properties to be sold,
conveyed, assigned, transferred and delivered to Acquiror pursuant to the
Agreement, on terms consistent with the Agreement, free and clear of all
Property Interests, all to the fullest extent contemplated by the Agreement,
effective upon the Closing.

     4.   Except as expressly permitted or otherwise specifically provided for
in the Agreement or this Order, (i) Acquiror shall have no liability or
responsibility for any liability or other obligation of the Debtors arising
under or related to the Illiopolis Assets; and (ii) Acquiror shall have no
liability or responsibility for any claims against the Debtors or any of their
predecessors or affiliates, and Acquiror shall have no successor or vicarious
liabilities of any kind or character whether known or unknown as of the Closing,
now existing or hereafter arising, whether fixed or contingent, with respect to
the Debtors or any obligations of the Debtors arising prior to the Closing,
including but not limited to liabilities on account of any taxes arising,
accruing, or payable under, out of, in connection with or in any way relating to
the operation of the Debtors' businesses prior to the Closing, and any
environmental liabilities of any kind or nature, arising prior to the Closing.

     5.   Under no circumstances shall Acquiror be deemed a successor of or to
the Debtors for any Property Interests against or in the Debtors or the
Illiopolis Assets of any kind or nature whatsoever. Except as expressly
permitted or otherwise specifically provided in the Agreement or this Order, the
sale, transfer, assignment, and delivery of the Illiopolis Assets shall not be
subject to any Property Interests, and all Property Interests of any kind or
nature.

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whatsoever shall remain with, and continue to be obligations of, the Debtors, to
the same extent and with the same priority as each such Property Interests now
attach to or affect the Illiopolis Assets (including, without limitation, the
Property Interests of the Debtor's postpetition secured lenders, as set forth
pursuant to prior order of the Court), subject to the Court's power to determine
the validity, extent and priority of any such Property Interests, and subject to
any claims and defenses the Debtors may possess with respect thereto. All
persons holding Property Interests against or in the Debtors or the Illiopolis
Assets of any kind or nature whatsoever shall be, and hereby are, forever
barred, estopped and permanently enjoined from asserting any demands, claims or
lawsuits against Acquiror arising out of or relating to the Property Interests;
provided, however, that the Debtors are not barred, estopped or enjoined from
asserting any demands, claims or lawsuits against Acquiror arising out of or
relating to the Agreement.

     6.   At Closing, the Illiopolis Assets shall be sold and transferred free
and clear of all Property Interests and all such Property Interests shall
instead attach to the proceeds of sale, and shall not attach the Illiopolis
Assets transferred to Acquiror, to the same extent and with the same priority as
each such Property Interests now attach to or affect the Illiopolis Assets
(including, without limitation, the Property Interests of the Debtors'
postpetition secured lenders, as set forth pursuant to prior order of the
Court), subject to the Court's power to determine the validity, extent and
priority of any such Property Interests, and subject to any claims and defenses
the Debtors may possess with respect thereto. All persons or legal entities
claiming an interest in, asserting a claim to or in, or a lien or encumbrance
upon any of the Illiopolis Assets, including all of Debtors' lenders, are
directed to execute and deliver such releases, partial releases, or other
evidence of release or satisfaction of lien as are necessary to carry out this
Order.

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     7.   Acquiror is a good faith purchaser paying fair value for the
Illiopolis Assets and as such is hereby granted and shall have the protections
provided in section 363(n) of the Bankruptcy Code, with respect to all aspects
of the Transfer, including without limitation the assumption and assignment of
Assumed Contracts and, if any, Confidential Contracts under section 365 of the
Bankruptcy Code.

     8.   The amount of consideration to be paid by Acquiror for the Illiopolis
Assets is a fair and reasonable price and cannot be voided under Section 363(n)
of the Bankruptcy Code.

     9.   Each and every federal, state, and local governmental agency of
department shall be, and hereby is, directed to accept any and all documents,
instruments, deeds, assignments or other transfer documents (the "Transfer
                                                                  --------
Instruments") necessary and appropriate to consummate the Agreement, including
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without limitation, documents and instruments for recording in any governmental
agency or department required to transfer the Acquiror the names and any and all
other licenses or permits under the Debtors' ownership necessary for the
operations that are associated with the Illiopolis Assets.

     10.  The transfer of the Illiopolis Assets is a transfer pursuant to
section 1146(c) of the Bankruptcy Code and, therefore, the making or delivery of
any Transfer Instruments of the Illiopolis Assets shall not be taxed under any
law imposing a stamp tax or similar tax, and all filings and recording officers
are hereby directed to accept for filing or recording, and to file or record
immediately upon presentation thereof, the Transfer Instruments without payment
of any such taxes, and further, that this Court retains jurisdiction to enforce
the foregoing direction.

     11.  Pursuant to section 105(a) of the Bankruptcy Code, the Debtors are
authorized to disclose to the Acquiror the terms and provisions of, and any
extradocumentary information concerning, the Confidential Contracts, in
accordance with Section 6.9 of the Agreement.

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Pursuant to sections 105(a), 363 and 365 of the Bankruptcy Code, and subject to
and conditioned upon the Closing, the Debtors' assumption of the Assumed
Contracts (including, to the extent they become Assumed Contracts pursuant to
the Agreement, the Confidential Contracts) and assignment of them to the
Acquiror shall be, and hereby are, approved, pursuant to sections 105, 363(b),
363(f), 363(m), an 365 of the Bankruptcy Code, as of the Closing. Specifically,
pursuant to Sections 105, 363(b), 363(f), 363(m), and 365 of the Bankruptcy
Code, and without the making of any payment to cure any prepetition default
except as otherwise expressly provided in the Agreement and this Order, the
assumption and assignment to Acquiror, on the closing, of each executory contact
and unexpired leases identified in the Agreement shall be, and hereby is,
approved. Unless Acquiror, in a writing executed by a duly authorized
representative of Acquiror, agrees or has agreed otherwise (under the
Agreement), the assumption and assignment of executory contracts and unexpired
leases to Acquiror (and any other transfer of Assets to Acquiror pursuant to the
Agreement) shall be free and clear of any and all Property Interests.

     12.  Only as required under the Agreement, Acquiror shall (i) cure, or
provide adequate assurance of cure, of defaults under any of the Assumed
Contracts (including, to the extent they become Assumed Contracts pursuant to
the Agreement, the Confidential Contracts), within the meaning of section
365(b)(1)(A) of the Bankruptcy Code; and (ii) provide compensation or adequate
assurance of compensation for actual pecuniary losses resulting from defaults
under any of the Assumed Contracts (including, to the extent they become Assumed
Contracts pursuant to the Agreement, the Confidential Contracts), within the
meaning of section 365(b)(1)(B) of the Bankruptcy Code.

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     13.  Each and every holder of any unassumed liability, nonassignable asset
or excluded asset is permanently enjoined from commencing, continuing or
otherwise pursuing or enforcing any remedy, claim or cause of action against
Acquiror relative to such unassumed liability, nonassignable asset or excluded
asset.

     14.  The Debtors and the Acquiror are authorized and directed to take any
and all necessary actions to consummate the transactions contemplated by the
agreement and this Order. The approvals and authorizations specifically set
forth in this Order are nonexclusive and are not intended to limit the authority
of Debtors or its representatives and agents, to take any and all actions
necessary or appropriate to implement, effectuate and consummate the Agreement
or this Order. Without limiting the generality or effect of any other provision
of this Order, each Debtor shall be, and hereby is, authorized to execute
deliver, file or record such contracts, instruments, releases, mortgages, deeds,
assignments, leases, applications, reports or other agreements or documents,
including documents necessary to record the transfer, pursuant to the Agreement,
of patented or trade-marked property with the appropriate patent and trade-mark
recording offices or officials, and take such other actions as are necessary or
appropriate to effectuate and further evidence the terms and conditions of the
Agreement and this Order, all without further application to or order of this
Court and whether or not such actions or documents are specifically referred to
in the Agreement or this Order.

     15.  The terms and provisions of the Agreement and this Order shall be
binding in all respects upon, and shall inure to the benefit of the Acquiror,
the Debtors, the Debtors' estates, and their successors and assigns, including
any trustee that may be appointed in these cases or any superseding case under
chapter 7 of the Bankruptcy Code. The provisions of this Order and any actions
taken pursuant hereto shall survive the entry of any order which may be entered

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confirming any reorganization or liquidation plan for the Debtors, converting
any or all of the Debtors' cases from Chapter 11 to Chapter 7 of the Bankruptcy
Code, or dismissing any or all of the Debtors' cases.

     16.  In accordance with the prior order of this Court authorizing the
Debtors to retain and employ Taylor Strategic Divestitures ("Taylor"), Taylor
shall be entitled, in respect of the Transfer of the Illiopolis Assets, to
receive a flat fee in the amount of $1,000,000 which the Debtors are authorized
to pay at Closing.

     17.  For cause shown, the enforcement of the terms and provisions of this
Order and the Closing of the approved Transfer herein shall be and are hereby
exempt from the stay imposed by Rule 6004(g) of the Federal Rules of Bankruptcy
Procedure.

     18.  This Court shall retain exclusive jurisdiction to determine any
claims, disputes or causes of action arising out of or relating to the Agreement
or any of the transactions contemplated under the Agreement.


Dated: March 27, 2002                           /s/ ILLEGIBLE
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Wilmington, Delaware                            UNITED STATES BANKRUPTCY JUDGE