<PAGE>

EXHIBIT 2(e)

                            ASSET PURCHASE AGREEMENT

                                 by and between

          CHEMFIRST FINE CHEMICALS, INC. AND FIRST CHEMICAL CORPORATION

                                       and

                              ALBEMARLE CORPORATION

                               As of June 13, 2001
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<S>               <C>
EXHIBIT A         Form of Bill of Sale
EXHIBIT B         Form of Assignment and Assumption Agreement
EXHIBIT C         Form of Deed
EXHIBIT D         Form of Dayton Pilot Plant Lease
EXHIBIT E         Form of Transition Supply Agreement
EXHIBIT F         Form of Services Agreement
EXHIBIT G         THPE Toll Manufacture Agreement
EXHIBIT H         Nitrobenzene and Nitrotoluene Supply Agreement

                               INDEX TO SCHEDULES

Schedule 1.01(a)        CFC Products Produced in Pascagoula Batch Operations
Schedule 1.01(b)        Electronic Chemical Products Included as CFC Products
Schedule 1.01(c)        Dayton Real Property
Schedule 1.01(d)        Permitted Exceptions
Schedule 2.01(b)        Tyrone Facility
Schedule 2.01(d)        Dayton Pilot Plant Facility
Schedule 2.01(f)        Dayton Equipment
Schedule 2.01(i)        Assumed Contracts
Schedule 2.01(j)        Permits
Schedule 2.01(m)        Intellectual Property Rights
Schedule 2.01(n)        Other Tangible and Intangible Assets
Schedule 2.02(e)        Other Excluded Assets
Schedule 2.05(b)(ii)(2) F-8426 Product Forecast
Schedule 3.01(c)        Seller Violations, Defaults, etc.
Schedule 3.01(d)        December 31, 2000 Balance Sheet and Other Financial Statements
Schedule 3.01(e)        Taxes
Schedule 3.01(f)        Litigation
Schedule 3.01(g)        Compliance with Law Exceptions
Schedule 3.01(h)        Permit Exceptions
Schedule 3.01(i)        Personal Property Exceptions
Schedule 3.01(j)        Owned Real Property Exceptions
Schedule 3.01(k)        Environmental Matters
Schedule 3.01(l)        Material Open Contracts
Schedule 3.01(m)        Intellectual Property Exceptions
Schedule 3.01(n)        Insurance
Schedule 3.01(o)        Transferred Assets Exceptions
Schedule 3.01(p)        No Changes Exceptions
Schedule 3.01(q)        Customers, Distributors and Suppliers
Schedule 3.01(r)        Product Forecast
Schedule 3.02(c)        Buyer Violations, Defaults, Etc.
Schedule 4.01           Trademarks, Tradenames, Etc., Transferred
Schedule 4.10(a)(i)     Non-Compete Products
Schedule 4.13           Pascagoula Equipment
Schedule 4.18(a)        CFC Employees at Tyrone, Dayton Pilot Plant Facility, Pascagoula and Jackson
Schedule 4.18(d)        Employee Benefit Plans
Schedule 4.19           Certain Terms in Exhibits D, E and F
Schedule 8.01(p)        Key Employees
</TABLE>

                                       2
<PAGE>

                            ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this "Agreement") is entered into this
thirteenth day of June, 2001, by and between CHEMFIRST FINE CHEMICALS, INC., a
Pennsylvania corporation ("CFC"), and FIRST CHEMICAL CORPORATION ("First Chem")
a Mississippi corporation (collectively CFC and First Chem are referred to as
the "Sellers"), and ALBEMARLE CORPORATION, a Virginia corporation (the "Buyer").

     WHEREAS, Sellers are engaged in the CFC Business (as hereinafter defined)
and manufacture CFC Products (as hereinafter defined) at production facilities
located in or around Pascagoula, Mississippi; Tyrone, Pennsylvania; and Dayton,
Ohio; and

     WHEREAS, Buyer desires to buy from Sellers, and Sellers desire to sell to
Buyer, substantially all of the assets held by, or in the name of, Sellers on
the Closing Date that are used or useful in connection with the operation of the
CFC Business (the purchase and sale of those assets pursuant to this Agreement
and the conclusion of the agreements contemplated by this Agreement, the
"Transaction")

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained in this Agreement, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties intending
to be legally bound agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     Section 1.01 Definitions. As used in this Agreement, the following terms
shall have the following meanings:

     "Accounting Arbitrator" has the meaning described in Section 2.05(b)(i)(4).

     "Accounts Payable" has the meaning described in Section 2.01(a).

     "Accounts Receivable" has the meaning described in Section 2.01(a).

     "Affiliate" shall mean any Person now or hereafter, directly or indirectly,
controlling, controlled by or under common control with another Person.
"Control" shall mean the right to vote (beneficially or otherwise) more than
fifty (50%) percent of the voting securities of the Person, the right to
designate a majority of its board of directors or other governing Person or body
or the ability to direct or cause the direction of the management and policies
of such Person.

     "Agreement" shall mean this Asset Purchase Agreement, including the
Schedules and Exhibits.

     "Assignment and Assumption Agreement" has the meaning described in Section
2.01.

     "Assumed Contracts" has the meaning described in Section 2.01(i).

     "Assumed Liabilities" shall have the meaning set forth in Section 2.04(a).

     "Base Purchase Price" has the meaning described in Section 2.05(a).

     "Bill of Sale" has the meaning described in Section 2.01

                                       3
<PAGE>

     "Buyer's Charter" means the Buyer's Articles of Incorporation.

     "Buyer Indemnitees" has the meaning described in Section 5.02.

     "CFC" means ChemFirst Fine Chemicals, Inc., a Pennsylvania corporation.

     "CFC Products" means (i) all of the products historically associated with
that portion of the CFC Business located at Tyrone, Pennsylvania and/or Dayton,
Ohio or manufactured by CFC at its Tyrone, Pennsylvania or Dayton, Ohio
facilities, including all products which have been manufactured, developed or
sold through CFC's custom manufacturing and/or chemical services businesses and
(ii) the products listed in Schedule 1.01(a) which have been historically
associated with that portion of the CFC Business located at Pascagoula,
Mississippi or manufactured by CFC, or First Chem on behalf of CFC, in the batch
operations of the First Chem Pascagoula, Mississippi facility, including the
FirstCure(R) polymer additive products (which as of the date of this Agreement
are being produced for CFC by First Chem). Notwithstanding the foregoing, CFC
Products shall not include (i) products historically associated with First
Chem's continuous operations business, or manufactured, developed or sold in the
continuous operations of the First Chem Pascagoula, Mississippi facility,
including aniline, toluenes or toluidines, (ii) the products, other than the
products listed on Schedule 1.01(a), historically associated with First Chem's
batch operations business, or manufactured, developed or sold in the batch
operations of the First Chem Pascagoula, Mississippi, (iii) products
historically associated with the business of either EKC Technologies, Inc. or
TriQuest, L.P., or their Affiliates other than Sellers, or (iv) products
manufactured, developed or sold by CFC which are used or useful in, or
associated with, the electronics chemical industry, other than the products
listed on Schedule 1.01(b) which shall be considered CFC Products, whether any
of the products described in (i), (ii), (iii) or (iv) are also historically
associated with the CFC Business or manufactured, developed or sold by CFC, or
by First Chem on behalf of CFC, at any of their facilities.

     "CFC Business" means all of the businesses of CFC as historically
conducted, including CFC's business of researching, developing, manufacturing,
marketing and selling FirstCure(R) polymer additives (which as of the date of
this Agreement are being produced for CFC by First Chem), as well as CFC's
custom manufacturing and chemical services businesses. Notwithstanding the
foregoing, CFC Business shall not include (i) the business historically
conducted in the continuous operations of the First Chem Pascagoula, Mississippi
facility, including the business associated with aniline, toluenes or
toluidines, (ii) the business historically conducted in the batch operations of
the First Chem Pascagoula, Mississippi facility other than business historically
conducted by CFC associated with the products listed in Schedule 1.01(a), (iii)
the business historically conducted by either of EKC Technologies, Inc. or
TriQuest, L.P., or their Affiliates other than Sellers, or (iv) the business
historically conducted by CFC associated with products which are used or useful
in the electronics chemical industry other than business historically conducted
by CFC associated with the products listed on Schedule 1.01(b), whether any of
the businesses described in (i), (ii), (iii) or (iv) are also historically
conducted by CFC.

     "Claims" means any and all claims, charges, liens, contracts, rights,
options, security interests, mortgages, encumbrances and restrictions
whatsoever.

     "Closing" and "Closing Date" have the meanings described in Section 7.01.

     "Closing Date Inventory Value" has the meaning described in Section
2.05(b)(i)(3).

     "Contingency Payments" has the meaning described in Section 2.05(a).

                                       4
<PAGE>

     "Contribution Margin" shall mean gross revenues on an FOB Tyrone Facility
basis less variable costs, calculated in a manner consistent with CFC's past
practices. CFC's past practices include defining variable costs as the total of
raw material costs, direct waste costs, setup costs and packaging costs only.

     "Damages" shall mean any claim, liability, obligation, loss, damage,
assessment, judgment, cost and expense (including, without limitation,
reasonable attorneys' and accountants' fees and costs and expenses reasonably
incurred in investigating, preparing, defending against or prosecuting any
litigation or claim, action, suit, proceeding or demand) of any kind or
character.

     "Dayton Equipment" has the meaning described in Section 2.01(f).

     "Dayton Pilot Plant Buildings" has the meaning described in Section
2.01(e).

     "Dayton Pilot Plant Facility" has the meaning described in Section 2.01(d).

     "Dayton Pilot Plant Lease" has the meaning described in Section 2.01.

     "Dayton Plant" shall mean the chemical manufacturing facility owned by CFC
as of the date of this Agreement located at 1515 Nicholas Road, Dayton,
Montgomery County, Ohio.

     "Dayton Real Property" is defined as the land owned by Sellers or their
Affiliates, which is located in Dayton, Montgomery County, Ohio and is more
particularly described in Schedule 1.01(c).

     "Deed" has the meaning described in Section 2.01.

     "Designated Pascagoula Equipment" has the meaning described in Section
4.13.

     "Disputed Accounting Matter" has the meaning described in Section
2.05(b)(i)(4).

     "December 31, 2000 Balance Sheet" has the meaning described in Section
3.01(d).

     "Documents " has the meaning described in Section 9.02.

     "Employee Benefit Plans " has the meaning described in Section 4.18(d).

     "Environmental Laws" shall mean any federal, state or local law, rule,
regulation, permit, judgment, decree, order or agreement with any Governmental
Authority applicable to the CFC Business and the Transferred Assets, relating to
(1) the protection, preservation or restoration of the environment or to human
health or safety, or (2) the exposure to, or the use, storage, recycling,
treatment, generation, transportation, processing, handling, labeling,
production, release or disposal of Hazardous Substances, including the
Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C.Section.9601 et seq., the Resource Conservation and Recovery Act, 42
U.S.C.Section. 9601 et seq., the Occupational Safety and Health Act, 29 U.S.C.
Sections. 651 et seq., the Clean Air Act, 42 U.S.C.Sections. 7401 et seq., the
Clean Water Act, 33 U.S.C.Sections. 121 et seq., the Safe Drinking Water Act, 42
U.S.C.Sections. 300f et seq., the Toxic Substances Control Act, 15
U.S.C.Sections. 2601 et seq. (the "TSCA"), and the Oil Pollution Act of 1990, 33
U.S.C.Sections.2702 to 2761, each as amended.

     "Environmental Permits" means all registrations, permits, licenses, and
approvals issued by or on behalf of any Governmental Authority relating to the
preservation or protection of the environment and applicable to CFC, the
Transferred Assets, or the CFC Business.

                                       5
<PAGE>

     "Estimated Working Capital" has the meaning described in Section
2.05(b)(i)(2).

     "Excluded Assets" has the meaning described in Section 2.02.

     "Excluded Liabilities" has the meaning described in Section 2.04(b).

     "Financial Statements" has the meaning described in Section 3.01(d).

     "First Chem" means First Chemical Corporation, a Mississippi corporation.

     "Governmental Authority" means any public body, governmental,
administrative or regulatory authority, agency, instrumentality or commission,
including courts of competent jurisdiction and other tribunals, whether federal,
state, local or foreign.

     "Hazardous Substances" means any pollutant, hazardous waste substances,
hazardous waste materials, hazardous wastes or toxic wastes, as defined in any
presently enacted Environmental Law; except, however, with respect only to
claims by Buyer, its successors or assigns with respect to the presence at, on
or beneath the Owned Real Property of Hazardous Substances, "Hazardous
Substances" means any pollutant, hazardous waste substances, hazardous waste
materials, hazardous wastes or toxic wastes, as defined in any presently enacted
Environmental Law, in excess of allowed regulatory concentration limits
(including, without limitation, those set forth in 40 CFR 261).

     "Health, Safety and Environmental Liability" means any Liability or Damages
resulting or arising from or in connection with any action, suit, litigation,
claim, demand, proceeding, investigation or arbitration relating to the CFC
Business or the Transferred Assets that relates to:

          (i)  the protection of the environment, including:

               (A) compliance with any Environmental Laws, or health or safety
          laws, or any conditions of any Environmental Permits or other permits
          pertaining to environmental, health or safety.

               (B) the generation, storage, transport, treatment, cleanup,
          recycling, storage or disposal, or arrangement therefor, of any
          Hazardous Substances shipped to a facility owned or operated by a
          third party, and the release or threatened release of any Hazardous
          Substances from such facility, whether under CERCLA or otherwise;

               (C) the presence, release or threatened release of any Hazardous
          Substances, but excluding normal quantities of wastes and by-products
          which are generated in the Ordinary Course of Business and which are
          not required to be remediated or removed by Sellers pursuant to
          Environmental Law.

               (D) exposure to any Person, including past, present or future
          employees of Seller or Purchaser, to any product, raw material or
          Hazardous Substances generated, handled, produced, stored, used,
          recycled, treated or disposed of that contributes to any disease,
          injury or illne Section

          (ii) health and safety, including but not limited to any Liability or
Damages under any applicable federal, state and local laws, rules, regulations,
orders, directives, decrees or restrictions.

                                       6
<PAGE>

     "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the rules and regulations promulgated thereunder.

     "HSR Notification Form" has the meaning described in Section 4.03.

     "Indemnified Party" and "Indemnifying Party" have the meanings described in
Section 5.04.

     "Instruments of Transfer" has the meaning described in Section 2.01.

     "Intellectual Property Rights" has the meaning described in Section
2.01(m).

     "Interim Period" has the meaning described in Section 4.08.

     "Inventory" has the meaning described in Section 2.01(a).

     "Key Employees " has the meaning described in Section 8.01(p).

     "KPMG" has the meaning described in Section 2.05(b)(i)(3).

     "KPMG Audit Schedule" has the meaning described in Section 2.05(b)(i)(3).

     "Liability" shall mean shall mean any liability or obligation, whether such
liability or obligation is known or unknown, disclosed or undisclosed, asserted
or unasserted, absolute or contingent, accrued or unaccrued, mature or unmatured
or otherwise, including any liability for Taxes.

     "Material Adverse Effect" shall mean, with respect to a Person, the
Transferred Assets or the CFC Business, as applicable, a loss, expense or cost
which is materially adverse to the assets or condition (financial or otherwise)
of that Person, Transferred Asset or the CFC Business, as applicable, taken as a
whole, except for such loss, expense or cost that results from or arises out of
any event, occurrence, fact, condition, change or development that affects the
economy generally or the industry of the CFC Business as a whole.

     "Material Open Contracts" has the meaning described in Section 3.01(l).

     "Nitrobenzene and Nitrotoluene Supply Agreement" has the meaning described
in Section 4.22.

     "Non-Compete Business" has the meaning described in Section 4.10(a)(ii).

     "Non-Compete Products" has the meaning described in Section 4.10(a)(i).

     "Ordinary Course of Business" shall mean the ordinary course of business,
consistent with past practice (including with respect to quantity and frequency,
as applicable).

     "Owned Real Properties" has the meaning described in Section 3.01(j).

     "Pascagoula Equipment" has the meaning described in Section 4.13.

     "Person" shall mean a natural person, a corporation, partnership (general
or limited), a limited liability company, a trust, an unincorporated entity, a
Governmental Authority, or any other type of legal entity.

                                       7
<PAGE>

     "Permits" has the meaning described in Section 2.01(j).

     "Permitted Exceptions" shall mean those easements, rights of way,
restrictions, Security Interests and other exceptions to title set forth in
Schedule 1.01(d).

     "PwC" has the meaning described in Section 2.05(b)(i)(3).

     "Purchase Price" has the meaning described in Section 2.05(a).

     "Records" has the meaning described in Section 2.01(h).

     "Review Period" has the meaning described in section 2.05(b)(i)(3).

     "Security Interests" shall mean any mortgage, pledge, lien, encumbrance,
charge or other security interest, other than (i) liens for Taxes and
assessments not yet due and payable, (ii) purchase money security interests and
liens securing rentals under capital lease arrangements incurred in the Ordinary
Course of Business, (iii) the Assumed Liabilities, and (iv) deposits to secure
the performance of bids, trade contracts, leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature
incurred in the Ordinary Course of Busine Section.

     "Seller's Charter" means the Seller's Articles of Incorporation.

     "Sellers Indemnitees" has the meaning described in Section 5.01.

     "Services Agreement" has the meaning described in Section 4.06.

     "Scheduled Closing Date" has the meaning described in Section 7.01.

     "Tangible Personal Property" has the meaning described in Section 3.01(i).

     "Taxes" shall mean any federal, state, local or foreign gross or net
income, gross or net receipts, windfall profits, severance, property, ad
valorem, real estate, capital property (tangible or intangible), production,
sales, use, value added, stamp, duty, business transfer, wealth, license,
excise, franchise, employment, withholding or similar taxes imposed on the
income, properties or operations of Sellers, together with any interest,
additions or penalties with respect thereto and any interest in respect of such
additions or penalties.

     "THPE Toll Manufacture Agreement " has the meaning described in Section
4.16.

     "Transaction" has the meaning described in the second Whereas clause.

     "Transferred Assets" has the meaning described in Section 2.01.

     "Transferred Employees" has the meaning described in Section 4.10(f).

     "Transition Supply Agreement" has the meaning described in Section 4.05.

     "2002 Payments" has the meaning described in Section 2.05(b)(ii)(1)(A).

     "2003 Payments" has the meaning described in Section 2.05(b)(ii)(1)(B).

                                       8
<PAGE>

     "2004 Payments" has the meaning described in Section 2.05(b)(ii)(1)(C).

     "Tyrone Equipment" has the meaning described in Section 2.01(c).

     "Tyrone Facility" has the meaning described in Section 2.01(b).

     "US GAAP" has the meaning specified in Section 1.03.

     "Working Capital" has the meaning described in Section 2.01(a).

     "Working Capital Adjustment" has the meaning described in Section 2.05(a).

     "Working Capital Audit" has the meaning described in Section 2.05(b)(i)(3).

     Section 1.02 Singular/Plural. Unless the context otherwise requires, words
defined herein in the singular include the plural and words defined in the
plural include the singular.

     Section 1.03 Accounting Terms. Any accounting terms used in this Agreement
and not specifically defined shall have the meanings customarily given them in
United States generally accepted accounting principles ("US GAAP").

     Section 1.04 Interpretation of "include". Whenever the word "include", or
any form thereof, is used herein to describe a more general word or phrase, the
list of items following is not meant to be all inclusive nor to be illustrative
of the type of items described by the word or phrase, and the list of items
shall not be a limitation on the general nature of the word or phrase.

                                   ARTICLE II
                           PURCHASE AND SALE OF ASSETS

     Section 2.01 Sale of Assets; Transferred Assets. Upon the terms and subject
to the conditions set forth in this Agreement, on the Closing Date, (i) the
Sellers shall sell, transfer, assign, convey and deliver to Buyer, and Buyer
shall, in the manner and to the extent set forth herein, purchase or acquire
from Sellers, all right, title and interest of Sellers in and to all of the
assets and rights thereto (other than the Excluded Assets described in Section
2.02) used or intended for use in connection with the CFC Business as the same
may exist on the Closing Date (the "Transferred Assets"), including the
following assets of Sellers:

          (a) The working capital of the CFC Business owned by Sellers on the
Closing Date ("Working Capital"), including the trade notes and accounts
receivable, prepaid expenses, deposits and other receivables held by or on
behalf of Sellers as of the Closing Date arising out of the CFC Business
(collectively, the "Accounts Receivable") less the trade and non-trade payables
and accrued expenses of Sellers relating to or incurred in connection with the
business, operations or activities or inactivity of the CFC Business on or prior
to the Closing Date (collectively, the "Accounts Payable"), as well as all the
inventory which is used or intended for use in connection with the operation of
the CFC Business, including raw materials, work-in-process, finished goods,
supplies, materials, stores and spare parts, stored, kept or maintained by, or
previously purchased and in transit to, Sellers, for or in connection with the
CFC Business in the Ordinary Course of Business(the "Inventory"). The December
31, 2000 Balance Sheet reflects Working Capital as of December 31, 2000 of
$30,974,000.00;

                                       9
<PAGE>

          (b) The land, including the buildings, structures and appurtenances
thereon, owned by Sellers and located in or around Tyrone, Blair County,
Pennsylvania as more particularly described on the attached Schedule 2.01(b)
(the "Tyrone Facility");

          (c) The tangible assets and properties, including machinery and
equipment, vehicles, rolling stock, tooling, tools, furniture, office equipment
(including computers and data processing equipment), furnishings and fixtures,
owned by Sellers and which are located at or associated with the Tyrone Facility
("Tyrone Equipment");

          (d) A leasehold interest, as more particularly described in Section
4.15, of that portion of the land owned by Sellers and located in or around
Dayton, Montgomery County, Ohio as more particularly described on the attached
Schedule 2.01(d) (the "Dayton Pilot Plant Facility);

          (e) The buildings, structures and appurtenances, including the
chemical manufacturing facilities, located on the land that constitutes the
Dayton Pilot Plant Facility (the "Dayton Pilot Plant Buildings");

          (f) The following tangible assets: (i) the tangible assets and
properties, including machinery and equipment, vehicles, rolling stock, tooling,
tools, furniture, office equipment, furnishings and fixtures, owned by Sellers
which are located at and used primarily in connection with the Dayton Pilot
Plant Facility, and (ii) such other tangible assets and properties, including
machinery and equipment, tooling, furniture, office equipment, furnishings and
fixtures, owned by Seller which are located at CFC's Dayton, Ohio facility (but
outside of the Dayton Pilot Plant Facility) which is listed on the attached
Schedule 2.01(f) (the tangible assets described in (i) and (ii) are collectively
referred to as the "Dayton Equipment");

          (g) Subject to Section 4.13, the Designated Pascagoula Equipment;

          (h) Subject to Section 4.02, all of the following books and records
held by Sellers that are used or intended for use in the CFC Business,
including: all books; records; ledgers; files; documents; correspondence;
customer, supplier and other lists; pricing and cost information, business and
marketing plans and proposals; service, distribution, maintenance and marketing
records; plats; surveys; architectural plans or drawings; specifications;
advertising and promotional materials; procedure manuals; service and parts
records; warranty records; archives; existing or set forth in any form
whatsoever, including paper, electronic media, computer records, memory, tape or
disk, microfilm, microfiche, image or other storage media; and copies of all
other such records and documents in any form whatsoever described in this
paragraph; but excluding the corporate minute books, seal, stock records and
other records or documents related to the corporate formation, existence and
maintenance of Sellers, and all records and documents relating to environmental
matters to which Sellers have agreed pursuant to Article V hereof to indemnify
Buyer, including waste manifests and waste characterizations (collectively, the
"Records"); provided, however, Sellers shall at Closing furnish Buyer a copy of
the records and documents relating to environmental matters which are retained
by Sellers;

          (i) All of Sellers' rights, title and interests under those contracts,
purchase orders, orders on letters of credit, customer orders and agreements to
which either of Sellers are a party and all other commitments and/or binding
obligations, and all Security Interests and guarantees in favor of or for the
benefit of Seller, existing on the Closing Date, that arise in connection with
the operation of the CFC Business (the "Assumed Contracts") and which are listed
in Schedule 2.01(i);

          (j) All permits, approvals, franchises, authorizations and consents
held or otherwise used or intended for use by Sellers in connection with the
operation of the CFC Business arising out of

                                       10
<PAGE>

and associated with CFC's operations at its Tyrone Facility (the "Permits"),
including Environmental Permits, all as listed in Schedule 2.01(j);

          (k) All rights of Sellers under or pursuant to all warranties,
representations, indemnities and guarantees made by suppliers, manufacturers and
contractors in connection with CFC Products or the CFC Business, or affecting
the real estate, machinery, equipment, furniture, fixtures or personalty of any
kind used by Sellers in connection with the business or operations of the CFC
Business;

          (l) All claims, deposits, prepayments, refunds, causes of action,
choses in action, rights of recovery, rights of set off, rights of recoupment
(including any such items relating to the payment of taxes) arising out of or
relating to the CFC Business or the Transferred Assets;

          (m) All of the following intellectual property rights of Sellers used
or intended to be used in connection with the operations of the CFC Business or
the Transferred Assets (the "Intellectual Property Rights"): (i) domestic and
foreign patents (including patents, patent applications and disclosures,
together with all reissuance, divisions, continuations, continuations-in-part,
revisions, extensions and reexaminations thereof, conception records and support
documentation such as lab notebooks; (ii) trademarks (including Seller's
FirstCure(R) trademark), trade dress, trade names, service marks (and all
variations of and logos associated with such names), together with all
translations, adaptations, derivations and combinations thereof and including
all goodwill associated therewith; (iii) all copyrightable works, all
copyrights, and all applications, registrations and renewals in connection
therewith; (iv) all mask works and all applications, registrations and renewals
in connection therewith; (v) all trade secrets, technology and confidential
information (including ideas, research and development), know-how, formulas,
composition, inventions (whether patentable or unpatentable and whether or not
reduced to practice), improvements thereto and manufacturing and production
processes and techniques, operating manuals, technical data, designs, drawings,
specifications; (vi) all computer software and processes (including data and
related documents, whether electronic written or otherwise); (vii) government
approvals, permits, licenses, product registrations, filings, authorizations and
approvals, and applications for any of the foregoing; and (viii) confidential
information and other similar intangible assets. (Schedule 2.01(m) sets forth a
list of the patents, patent applications, trademarks and trademark applications
to be assigned to Buyer); and

          (n) All other tangible and intangible assets owned by Sellers on the
Closing Date that are used or intended for use in connection with the operation
of the CFC Business and are listed on Schedule 2.01(n).

          Sellers shall (1) transfer the Transferred Assets (other than the
Tyrone Facility and the Dayton Pilot Plant Facility) to Buyer pursuant to a
general assignment and bill of sale in the form of Exhibit A attached hereto
(the "Bill of Sale") and an assignment and assumption agreement in the form of
Exhibit B attached hereto (the "Assignment and Assumption Agreement"), (2)
transfer the Tyrone Facility to Buyer pursuant to a deed, subject to the
Permitted Exceptions, in the form of Exhibit C attached hereto (the "Deed") and
(3) transfer the leasehold interest in the Dayton Pilot Plant Facility pursuant
to a lease in the form of Exhibit D (the "Dayton Pilot Plant Lease")
(collectively with the Bill of Sale, Assignment and Assumption Agreement, the
Deed and the Pilot Plant Lease shall be referred to as the "Instruments of
Transfer").

     Section 2.02 Excluded Assets. Notwithstanding anything to the contrary in
this Agreement, Sellers shall retain and not sell, transfer, assign, convey or
deliver to Buyer, and Buyer shall not purchase or acquire from Sellers, the
following assets (the "Excluded Assets"):

                                       11
<PAGE>

          (a) Sellers' right, title and interest in and to the Dayton Real
Property (including any Hazardous Substances stored or contained therein or
thereunder) and any buildings, structures and appurtenances located on the
Dayton Real Property, other than (i) a leasehold interest, as more particularly
described in Section 4.15, of the Dayton Pilot Plant Facility and (ii) the
Dayton Pilot Plant Buildings;

          (b) Sellers' right, title and interest in and to all real property and
buildings at Sellers' Pascagoula Plant (including any Hazardous Substances
stored or contained therein or thereunder);

          (c) Sellers' right, title and interest in the "ChemFirst" trademark,
servicemark and tradename (and all variations of and logos associated with such
names and marks, including the concentric circle of Cs);

          (d) Any loan agreements, indentures or other contracts or agreements
for or relating to any indebtedness for borrowed money or guaranties of Seller
of the obligations of any other Person; and

          (e) The assets listed on Schedule 2.02(e)

          (f) The Permits related to the use and operation of the Dayton Plant,
including the Dayton Pilot Plant Facility, and Sellers' Pascagoula, Mississippi
facility;

          (g) The tangible assets located at the Dayton Facility, other than the
tangible assets set forth in Section 2.01(f).

     Section 2.03 Title to Transferred Assets. The Transferred Assets shall be
sold, transferred, assigned and conveyed to Buyer by Sellers at Closing (except
that the Designated Pascagoula Equipment shall be sold, transferred, assigned
and conveyed at the time set forth in Section 4.13), free and clear of any and
all Security Interests, other than the Permitted Exceptions.

     Section 2.04 Assumption of Liabilities.

          (a) On the Closing Date, immediately upon the conveyance, transfer and
assignment of the Transferred Assets, Buyer shall assume, and agree and
undertake to pay, perform and discharge as and when due, each of the following
obligations, responsibilities, liabilities and debts (all of which are
hereinafter referred to collectively as the "Assumed Liabilities"):

               (i) any and all Liabilities, including executory obligations,
arising out of or relating to events or occurrences on and after the Closing
Date with respect to the Assumed Contracts (other than to the extent such
obligations are for the payment of money and are due and payable on or prior to
the Closing), but in any case, not including any Liability for any breach of an
Assumed Contract by Sellers occurring prior to Closing; and

               (ii) to the extent contained in Working Capital, the Accounts
Payable, other than the Accounts Payable associated with the CFC Business at
Pascagoula, Mississippi.

          (b)  Except for the Assumed Liabilities, Liabilities incurred by Buyer
in connection with the use or ownership of the Transferred Assets after Closing
and as otherwise expressly set forth in this Agreement, Buyer shall neither
assume, nor become responsible, directly or indirectly, for any Liability of
Sellers, or for any claims or demand based thereon or attributable thereto
(collectively, the "Excluded Liabilities"), and all such Excluded Liabilities,
whether known, unknown, disclosed,

                                       12
<PAGE>

undisclosed, direct, indirect, contingent, accrued, or otherwise, shall remain
the sole obligation and responsibility of Sellers, including:

               (i)   All Liabilities with respect to actions, grievances,
arbitrations, charges, suits, claims, proceedings or investigations relating to
the ownership or operation of the CFC Business or the Transferred Assets that
arise from the ownership or operations of the CFC Business or the Transferred
Assets prior to the Closing Date;

               (ii)  All Health, Safety and Environmental Liabilities and all
obligations arising in connection with the compliance with any Environmental,
health or safety laws, arising from the ownership or operations of the CFC
Business or the Transferred Assets prior to the Closing Date;

               (iii) Liabilities for (A) defective CFC Products manufactured and
sold by Sellers prior to the Closing Date, (B) defective CFC Products
manufactured prior to the Closing Date and sold after the Closing Date to the
extent such Liabilities arise out of a manufacturing defect (including defects
in labeling) which existed prior to the Closing Date, (C) for services rendered
by Sellers prior to the Closing Date and (D) actual or alleged conflict or
infringement of the intellectual property rights of third parties by Sellers
that occurred prior to the Closing Date;

               (iv)  Any Liability of Sellers for income and other Taxes arising
in connection with the consummation of the Transaction (including any income
Taxes arising because Sellers are transferring assets to Buyer or because
Sellers have deferred gain on any deferred Intercompany transactions);

               (v)   Any Liability arising out of or attributable to any
Excluded Asset or otherwise expressly assumed by Sellers pursuant to this
Agreement;

               (vii) Any Liability of Sellers arising from, relating to or
incurred in connection with the use or ownership of the Pascagoula Plant,
whether prior to or after the Closing, other than Liabilities in connection with
Assumed Contracts relating to CFC Business associated with the Pascagoula Plant;
and

               (viii) The Accounts Payable associated with the CFC Business at
Pascagoula, Mississippi.

     Section 2.05 Consideration for the Transferred Assets.

          (a) Purchase Price. In consideration for the transfer of the
Transferred Assets, the Buyer shall pay to Sellers, in accordance with this
Section 2.05, the aggregate of (i) the amount of Seventy-Four Million Dollars
and No Cents ($74,000,000.00) (the "Base Purchase Price"), as adjusted in
accordance with Section 2.05(b) (the "Working Capital Adjustment") plus (ii) the
contingency payments set forth in Section 2.05(b)(ii) (the "Contingency
Payments"). (The total of the Base Purchase Price (as adjusted by the Working
Capital Adjustment) and the Contingency Payments shall be the "Purchase Price".)

          (b) Payment of the Purchase Price. The Purchase Price shall be paid by
the Buyer as set forth in this Section 2.05(b).

               (i)  Base Purchase Price Payment and Adjustment. The Base
Purchase Price and the Working Capital Adjustment shall be paid as set forth in
this Section 2.05(b)(i).

                                       13
<PAGE>

                    (1) Closing Date Payment. At the Closing, the Buyer shall
pay the Seller, subject to the adjustment described in Sections 2.05(b)(i)(2)
below, the Base Purchase Price of Seventy-Four Million Dollars and No Cents
($74,000,000.00). The amount to be paid by the Buyer at the Closing shall be
made by wire transfer in immediately available funds, such wire transfer to be
completed at or before 2:00 p.m. Jackson, Mississippi time on the Closing Date
(provided the account designated by Sellers is located in the United States),
pursuant to instructions to be given by the Seller.

                    (2) Closing Date Adjustment and Payment. At the Closing,
Sellers shall deliver to Buyer their best estimate of the Working Capital as of
the Closing Date (the "Estimated Working Capital"). The Estimated Working
Capital shall be determined in a manner consistent with those methods used to
calculate the Working Capital as set forth in the December 31, 2000 Balance
Sheet of CFC, which reflected Working Capital of $30,974,000.00, except that (A)
Accounts Payable associated with the CFC Business at Pascagoula, Mississippi
shall be excluded from the calculation of Working Capital as of the Closing Date
and (B) the prepaid expenses as of the Closing Date shall be calculated using
actual prepaid expenses as of the Closing Date as opposed to using estimated
allocations of prepaid expenses. If the Estimated Working Capital as calculated
above exceeds $30,974,000.00, then the difference shall be added to the Base
Purchase Price payable at Closing. If the Estimated Working Capital is less than
$30,974,000.00, then the difference shall be subtracted from the Base Purchase
Price payable at Closing.

                    (3) Post-Closing Date Adjustment. On the Closing Date,
Sellers shall at their expense cause KPMG Peat Marwick, LLP ("KPMG") to conduct
a physical count of the Inventory and determine the actual value of the
Inventory as of the Closing Date, based on Sellers' costs (the "Closing Date
Inventory Value"). In no case shall the cost of Inventory items exceed their
market value, and the Inventory shall not include items recorded by Sellers as
excess and obsolete in Sellers' inventory records in the Ordinary Course of
Busine Section. Buyer, in conjunction with its independent public accountants,
PricewaterhouseCoopers LLP ("PwC"), shall be entitled to observe and participate
in the Inventory count conducted by Sellers at Buyer's own cost. As promptly as
reasonably possible, but in any event within forty-five (45) days after the
Closing Date, Sellers shall at their expense cause KPMG to conduct and complete
an audit (the "Working Capital Audit") to determine the amount of Working
Capital as of the close of business immediately preceding the Closing Date.
Sellers shall cause KPMG to deliver, promptly after completion of the Working
Capital Audit and in any event within forty-five (45) days after the Closing
Date, a statement of Working Capital as of the Closing Date and a schedule
(collectively, the "KPMG Audit Schedule") reconciling the Sellers' calculation
of the Estimated Working Capital as of the Closing Date to the audited Working
Capital as of the Closing Date as determined by the Working Capital Audit.
KPMG's work papers shall, upon request of Buyer, be provided to the Buyer and
PwC under KPMG's normal policies and procedures. The Working Capital Audit, and
the determination of CFC's Working Capital as of the Closing Date, shall be
prepared in accordance with US GAAP, applied on a basis consistent with CFC's
past practices, except that (A) Accounts Payable associated with the CFC
Business at Pascagoula, Mississippi shall be excluded from the calculation of
Working Capital as of the Closing Date and (B) the prepaid expenses as of the
Closing Date shall be calculated using actual prepaid expenses as of the Closing
Date as opposed to using estimated allocations of prepaid expenses. KPMG's audit
shall be conducted under generally accepted auditing standards, utilizing
appropriate standards of materiality for a stand-alone entity. Buyer shall
render all cooperation reasonably necessary in connection therewith. The Buyer
shall have a period of up to 30 days following delivery of the KPMG Audit
Schedule to review it and KPMG's supporting work papers (the "Review Period").

                    (4) Accounting Disputes. The parties shall endeavor to
resolve any disagreements relating to the KPMG Audit Schedule within 20 days
following the Review Period. If all disagreements relating to the KPMG Audit
Schedule are not resolved within such time period, all matters

                                       14
<PAGE>

in dispute (collectively, the "Disputed Accounting Matter") shall be resolved by
promptly submitting the Disputed Accounting Matter for review to a nationally
recognized independent accounting firm mutually acceptable to the Seller and the
Buyer (the "Accounting Arbitrator"). If issues in dispute are submitted to the
Accounting Arbitrator for resolution, (A) each party will furnish to the
Accounting Arbitrator such workpapers or other documents and information
relating to the disputed issues as the Accounting Arbitrator may request and as
are available to that party (or its independent public accountants), (B) the
determination by the Accounting Arbitrator, as set forth in a notice delivered
to both parties by the Accounting Arbitrator, will be binding and conclusive on
the parties, subject only to the claims of bias, prejudice or other similar
misconduct, and (C) each party will be afforded the opportunity to present to
the Accounting Arbitrator any material relating to the determination and to
discuss the determination with the Accounting Arbitrator. The Accounting
Arbitrator's decision with respect to the Disputed Accounting Matter shall be
rendered within thirty (30) days following submission of the Disputed Accounting
Matter to the Accounting Arbitrator.

                    (5) Post-Closing Date Payment. Within five (5) business days
following the first to occur of (A) the agreement between the Buyer and Sellers
as to the Working Capital as of the Closing Date or (B) the final determination
of the Working Capital as of the Closing Date by the Accounting Arbitrator, the
following action shall be taken. If the Estimated Working Capital estimated by
the Sellers at Closing pursuant to Section 2.05(b)(i)(2) hereof is less than the
amount of the Working Capital determined by the parties' agreement or the
Accounting Arbitrator, the Buyer shall promptly pay the Seller the amount of
such deficiency. If the Estimated Working Capital estimated by the Seller at
Closing pursuant to Section 2.05(b)(i)(2) hereof exceeds the amount of the
Working Capital determined by the parties' agreement or the Accounting
Arbitrator, the Sellers shall promptly pay the Buyer the amount of such exce
Section. All costs and expenses of KPMG related to the Working Capital Audit
shall be borne by the Sellers, all costs and expenses of PwC related to the
Working Capital Audit shall be borne by the Buyer, and all costs and expenses of
the Accounting Arbitrator related to the resolution of a Disputed Accounting
Matter shall be shared equally between the Sellers (1/2) and the Buyer (1/2).

                    (6) Inventory Review. Prior to Closing, and as soon as
practical after execution of this Agreement, the parties will meet and attempt
in good faith to identify and resolve which obsolete Inventory will be retained
by Sellers and excluded from Working Capital.

               (ii) Contingency Payments. In addition to the payments set forth
in Section 2.05(b)(i), Buyer shall pay to Sellers the payments set forth in this
Section 2.05(b)(ii).

                    (1) Payments. Buyer shall pay Sellers the following amounts:

                         (A) 2002 Payments. Buyer shall pay Sellers seventy
percent(70%) of the total Contribution Margin earned or accrued during calendar
year 2002 by Buyer, or any Affiliate of Buyer, in connection with or associated
with the processing of step 6 (including the distillation step) of the CFC
Product now referred to as F-8426 (the "2002 Payments").

                         (B) 2003 Payments. Buyer shall pay Sellers fifty
percent (50%) of the total Contribution Margin earned or accrued during calendar
year 2003 by Buyer, or any Affiliate of Buyer, in connection with or associated
with the processing of step 6 (including the distillation step) of the CFC
Product now referred to as F-8426 (the "2003 Payments").

                         (C) 2004 Payment. Buyer shall pay Sellers fifty percent
(50%) of the total Contribution Margin earned or accrued during calendar year
2004 by Buyer, or any Affiliate of Buyer, in connection with or associated with
the processing of step 6 of the CFC Product now referred to as F-8426 (the "2004
Payments").

                                       15
<PAGE>

                    (2) Buyer's Efforts to Promote F-8426. Buyer shall use its
reasonable, good faith efforts to retain the F-8426 business (including the
processing of step 6) during the period from Closing to December 31, 2004 at a
level equal to or greater than the forecasted production rates set forth in
Schedule 2.05(b)(ii)(2).

                    (3) Access to Records and Audit Rights. Within thirty (30)
days of the end of each calendar quarter, Buyer shall provide Sellers with a
written report which includes (A) the production volumes of F-8426 during the
quarter and the volumes anticipated for the remainder of the calendar year and
(B) the amount of Contingency Payments accrued during the quarter and the amount
of Payments anticipated to be earned during the remainder of the calendar year.
If requested in writing by Sellers, at least ten (10) business days in advance,
Buyer, and any Affiliate of Buyer, shall during normal business hours produce
its books and records in connection with F-8426 in order to verify the amount of
the payments to be made in accordance with Section 2.05(b)(ii), and other proper
purposes in connection therewith, and Sellers shall have the right to annually
have its outside accounting firm conduct an audit of Buyer's, or Buyer's
Affiliate's, books and records to verify the correctness of the Contingency
Payments made by Buyer. If it is determined that Buyer has under paid the
Contingency Payments by fifteen percent (15%) or more, Buyer shall be
responsible for the cost of such audit. Otherwise, Sellers shall be responsible
for such audit costs.

                    (4) Time and Method of Payments. The Contingency Payments
shall be due and payable upon the later of (i) (A) January 31, 2003 in the case
of the 2002 Payments, (B) January 31, 2004 in the case of the 2003 Payments and
(C) January 31, 2005 in the case of the 2004 Payments or (ii) fifteen (15) days
after the gross revenue on which the Contingency Payment is based is collected
from the customer. The Contingency Payments shall be deemed earned or accrued in
the calendar year the product toll processed is sold to the customer. The
Contingency Payments shall be made by wire transfer in immediately available
funds, such wire transfer to be completed on or before 2:00 p.m. on the due date
(provided the account designated by Sellers is located in the United States),
pursuant to instructions to be given by Sellers.

                    (5) Disputes. In the event of a dispute among the parties as
to the amount of any Contingency Payment, if the parties are unable to agree on
a resolution within twenty (20) days after the dispute arises, the matter shall
be submitted to the Accounting Arbitrator designated in Section 2.05(b)(i)(4)
and the procedures set forth in Section 2.05(b)(i)(4) shall be employed in
resolving the dispute. Within five (5) business days following the first to
occur of (A) the agreement between the Buyer and Sellers as to the correct
amount of the Contingency Payment or (B) the final determination of the correct
amount of the Contingency Payment by the Accounting Arbitrator, Buyer shall pay
to the Seller the amount of the underpayment or Sellers shall refund to Buyer
the amount of the overpayment, as the case may be.

     Section 2.06 Examination and Condition of the CFC Business and the
Transferred Assets and Other Matters.

          (a) Examination by the Buyer. Subject to Section 3.01, the Buyer
acknowledges that (i) all tangible personal property which constitutes
Transferred Assets is used and (ii) it has made such investigation and
examination of the Transferred Assets and the CFC Business as it deems necessary
or desirable.

          (b) Condition of Transferred Assets and Disclaimer of Warranties.
EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, (i) THE TRANSFERRED
ASSETS ARE ACCEPTED "AS IS, WHERE IS" WITH ALL FAULTS AND (ii) SELLERS MAKE NO

                                       16
<PAGE>

OTHER REPRESENTATION OR WARRANTY OF ANY KIND AND DISCLAIMS ALL OTHER
REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE,
EITHER WITH RESPECT TO THE TRANSFERRED ASSETS AND/OR THE CFC BUSINESS.

     Section 2.07 Consents and Approvals. To the extent that the sale,
conveyance, transfer, assignment or new issuance of any Permit, agreement,
lease, Assumed Contract or other document or instrument requires the consent of
any Person other than Buyer or Sellers, Sellers and Buyer shall use their
reasonable efforts to obtain, prior to Closing or as soon thereafter as is
reasonably practical, all required consents. To the extent the sale, conveyance,
transfer, or assignment of any of the Transferred Assets or the delegation by
Sellers to Buyer of the Assumed Contracts may be prohibited, restricted or
delayed pursuant to any provision or requirement of any applicable law, rule or
regulation or may give rise to any right on the part of any other party thereto
not to perform, or may release any such party from any of its obligations
thereunder, this Agreement shall constitute an agreement to sell, transfer,
assign and delegate such Transferred Assets and such agreements, leases and
Assumed Contracts as soon as practicable following the compliance by Sellers and
Buyer with such law, rule or regulation or the obtaining of any necessary
consent or otherwise; provided, however, that from the Closing Date to the date
such transfer is effected, Sellers shall, to the extent permitted by applicable
law, rule or regulation, make available to Buyer, who shall accept and receive
the substance of such asset and the economic and practical benefits of such
assets, and Sellers and Buyer shall each bear their own costs associated with
the delivery of the benefits thereof.

     Section 2.08 Title and Risk of Loss. Title, possession and risk of loss or
destruction or damage to the Transferred Assets shall pass to Buyer as of
Closing, except that title, possession and risk of loss or destruction or damage
to the Designated Pascagoula Equipment shall pass to Buyer as set forth in
Section 4.13. The Transferred Assets will be delivered to and received by Buyer
FOB the location of each Transferred Asset as of the Closing Date.

     Section 2.09 Further Assurances. At any time and from time to time after
the date hereof, each of the parties hereto, at the request of any other party
and without further consideration, will do such things, including, without
limitation, executing and delivering instruments of sale, transfer, conveyance,
assignment, confirmation and the like, as may be reasonably necessary in order
to transfer, convey and assign to the Buyer and to confirm the Buyer's title in
the Transferred Assets and to effectuate the transactions contemplated hereby.

     Section 2.10 Financial Statements. Buyer understands and agrees that (i)
the CFC Business is and has been conducted by CFC and, in part, by First Chem,
(ii) the portion of the business of CFC associated with the Dayton Plant other
than the Dayton Pilot Plant Facility is not included in the CFC Business and,
therefore, not in the Financial Statements and (iii) the Financial Statements,
including the December 31, 2000 Balance Sheet, were created solely for this
transaction and that the information contained therein was determined from the
books and records of accounts of both CFC and First Chem.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

     Section 3.01 Sellers' Representations and Warranties. As an inducement to
the Buyer to enter into this Agreement and to consummate the transactions
contemplated hereby, Sellers hereby jointly and severally represent and warrant
to the Buyer as follows:

                                       17
<PAGE>

          (a) Organization and Qualification. First Chem is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Mississippi and is duly qualified to transact business as a foreign corporation
in each jurisdiction in which the failure to so qualify would have a Material
Adverse Effect on Sellers' ability to sell the Transferred Assets. CFC is a
corporation duly organized, validly existing and in good standing under the laws
of the Commonwealth of Pennsylvania and is duly qualified to transact business
as a foreign corporation in each jurisdiction in which the failure to so qualify
would have a Material Adverse Effect on Sellers' ability to sell the Transferred
Assets.

          (b) Corporate Power and Authority. The Sellers have the corporate
power and authority to execute, deliver and perform this Agreement and the other
documents and instruments contemplated hereby. The execution, delivery and
performance of this Agreement and the documents contemplated hereby and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized and approved by the Sellers. This Agreement, and each of the other
agreements, documents and instruments to be executed and delivered by the
Sellers have been duly executed and delivered by, and assuming this Agreement
constitutes a valid and binding obligation of the Buyer, constitute the legal,
valid and binding obligation of, the Sellers enforceable against the Sellers in
accordance with their terms.

          (c) No Violations, Etc. Except as set forth in Schedule 3.01(c)
hereto, neither the execution, delivery or performance by the Sellers of this
Agreement and the other documents and instruments contemplated hereby nor the
consummation of the transactions contemplated hereby will (i) violate, conflict
with or constitute a default of the Sellers' respective Charters or Bylaws, each
as may have been amended, (ii) require any consent, approval, authorization or
permit of, or filing with or notification to, any governmental or regulatory
authority, except as may be required under the HSR Act; (iii) violate, conflict
with or constitute a default of any note, bond, mortgage, indenture, lease,
license, contract, agreement or other instrument, obligation or commitment to
which either of the Sellers is a party; or (iv) violate any law, rule or
regulation or any judgment, decree, order or injunction applicable to the
Sellers, except for conflicts, violations or defaults which would not have a
Material Adverse Effect.

          (d) Financial Statements. The Sellers have previously furnished to the
Buyer, and attached hereto as Schedule 3.01(d) is, the December 31, 2000 Balance
Sheet of CFC (the "December 31, 2000 Balance Sheet"), and statements of income
and operations for the year ended December 31, 2000 (collectively, the
"Financial Statements"). Except as described in Schedule 3.01(d), the Financial
Statements (i) have been prepared from the books of account and records of CFC
and/or FirstChem, which were maintained on a basis consistent with CFC's and
First Chem's past financial practices (since consolidation of the batch
chemicals business in Pascagoula, Mississippi), (ii) are internal, unaudited
statements and (iii) to the extent possible, recognizing the unique nature of
the Financial Statements, have been prepared in accordance with US GAAP,
consistently applied, subject to normal audit adjustments. The representations
and warranties of this Section 3.01(d) are subject to qualifications of Section
2.10.

          (e) Taxes. Except as provided on Schedule 3.01(e) attached hereto, (i)
all federal, state, local and foreign tax returns and tax reports required to be
filed by Sellers with respect to the CFC Business have been timely filed with
the appropriate Governmental Authorities in all jurisdictions in which such
returns and reports are required to be filed, other than those tax returns and
tax reports the failure of which to file will not have a Material Adverse Effect
and (ii) all Taxes (including, without limitation, income, accumulated earnings,
property, sales, use, franchise, value added, fuel, employees' income
withholding and social security taxes) which are shown to be due on such tax
returns and tax reports, including all interest and penalties thereon, have been
paid in full or provision has been made for the payment therefore in accordance
with US GAAP. Neither Seller has taken or failed to take any action which could
create or result in any lien for Taxes on any of the Transferred Assets.

                                       18
<PAGE>

          (f) Litigation. Except as set forth on Schedule 3.01(f), there is no
(i) action, suit, claim, proceeding or investigation pending or, to Sellers'
knowledge, threatened against the CFC Business, the Transferred Assets or either
of the Sellers (with respect to the CFC Business or the Transferred Assets), at
law or in equity, or before or by any Governmental Authority, (ii) arbitration
or similar proceeding relating to the CFC Business, the Transferred Assets or
the Sellers (with respect to the CFC Business or the Transferred Assets) or
(iii) governmental inquiry pending or threatened against or involving the CFC
Business, the Transferred Assets or the Sellers (with respect to the Transferred
Assets) which in each case would have a Material Adverse Effect.

          (g) Compliance with Law. Except as set forth on Schedule 3.01(g),
Sellers (with respect to the CFC Business and the Transferred Assets) have
complied with and are not in default under any law, ordinance, legal
requirement, rule, regulation, order, judgments, Permits or approvals, including
but not limited to those pertaining to zoning, which, if Sellers were in
noncompliance or default thereof, would have a Material Adverse Effect.

          (h) Licenses and Permits. Except as set forth in Schedule 3.01(h),
Sellers (with respect to the CFC Business and the Transferred Assets) have all
licenses and Permits necessary for the use or operation of the CFC Business and
the Transferred Assets as presently used or operated by Sellers as of the date
of this Agreement, except for any licenses or Permits the failure of which to
have would not have a Material Adverse Effect. Sellers (with respect to the CFC
Business and the Transferred Assets) have materially complied with all
conditions and requirements imposed by their licenses and Permits and neither
Seller (with respect to the CFC Business and the Transferred Assets) has
received any notice that any appropriate authority intends to cancel or
terminate any of their licenses or Permits or that valid grounds for such
cancellation or termination exist.

          (i) Tangible Owned Properties. Set forth in Schedule 3.01(i) is a
schedule which lists all property and equipment (excluding real property) owned
or leased by Sellers with respect to the CFC Business and which constitute
Transferred Assets (collectively, the "Tangible Personal Property"). Except as
shown on Schedule 3.01(i) hereto and except for Claims which do not have a
Material Adverse Effect, Sellers have good and marketable title free and clear
of all Claims to such Tangible Personal Property. With respect to Tangible
Personal Property leased by Sellers as lessee, all leases, conditional sale
contracts, franchises or licenses pursuant to which Sellers may hold or use (or
permit others to hold or use) such Tangible Personal Property are valid and in
full force and effect, and there is not under any of such instruments any
existing default or event of default or event which with notice or lapse of time
or both would constitute such a default, except where such a default would not
have a Material Adverse Effect. Sellers' possession and use of such property has
not been disturbed and no claim has been asserted against Sellers adverse to
their rights in such leasehold interests.

          (j) Owned Real Property. Set forth in Schedule 3.01(j) is a schedule
which lists or describes the Tyrone Facility and the Dayton Pilot Plant Facility
(collectively, the "Owned Real Properties"). Except (i) as set forth in Schedule
3.01(j), (ii) for Permitted Exceptions and (iii) for those Claims which do not
have a Material Adverse Effect, Sellers have good and marketable title free and
clear of all Claims to the Owned Real Property. No notice from any governmental
body or other person has been served upon, or received by, Sellers, nor are
Sellers aware that any such notice is contemplated or planned to be served upon
Sellers, claiming any violation of any ordinance, law, rule or regulation
relating to zoning, land use regulation or other similar matter, or requiring
any substantial work, repairs, reclamation, construction, alterations or
installation on or in connection with the Owned Real Property which has not been
complied with or that any right of access or other right enjoyed by Sellers is
being modified or terminated, except as set forth on Schedule 3.01(j) hereto or
except as to which would not have a Material Adverse Effect. There are no
violations of any covenant, restriction or other agreement

                                       19
<PAGE>

or understanding, oral or written, affecting or relating to title or use of the
Owned Real Properties, except those violations which do not have a Material
Adverse Effect. There are no pending or, to the knowledge of Sellers, threatened
condemnation or similar proceedings or assessments affecting any of the Owned
Real Properties.

          (k) Environmental Matters.

               (i) Environmental Matters. With respect to the CFC Business and
the Transferred Assets, except as set forth in Schedule 3.01(k) and except for
such matters that would not have a Material Adverse Effect, (1) Sellers are in
compliance with all applicable Environmental Laws; (2) neither Seller has
received or is aware of any actual Claims, notices, demand letters, lawsuits or
requests for information from any Governmental Authority or any private third
party alleging that Sellers are in violation of, or liable under, any
Environmental Laws; and (3) Sellers are not subject to any court order,
administrative order or decree relating to any of the CFC Business or the
Transferred Assets arising under any Environmental Laws.

               (ii) Except as set forth in Schedule 3.01(k), with respect to the
CFC Business and the Transferred Assets, to the extent Sellers have processed,
stored, disposed, transported, handled, emitted, discharged, or released any
Hazardous Substances, Sellers have obtained and adhered to all necessary Permits
and other approvals necessary for such processing, storage, disposal,
transportation, handling, emitting, discharging or releasing, where the failure
to obtain or adhere to such Permits or other approvals would have a Material
Adverse Effect.

          (l) Outstanding Commitments. Schedule 3.01(l) hereto sets forth with
respect to the CFC Business each of the open contracts, purchase orders and
commitments for the supply of goods or services in excess of $50,000.00
(collectively, the "Material Open Contracts"). Except as set forth in Schedule
3.01(l), with respect to the Material Open Contracts set forth in Schedule
3.01(l) hereto (i) each is in full force and effect, except where the failure to
be in full force and effect would not have a Material Adverse Effect and (ii)
there are no existing defaults by Sellers, and neither Seller has been informed
of an event of default thereunder, which default would result in a Material
Adverse Effect.

          (m) Intangibles and Intellectual Property. Except as set forth in
Schedule 3.01(m) hereto, there are no claims or demands of any person nor any
proceedings pending, or to the Sellers' knowledge, threatened with respect to
the Intellectual Property Rights and Sellers are not, to their knowledge, aware
of any person or entity infringing upon such Intellectual Property Rights. The
Intellectual Property Rights do not infringe any patents, copyrights or trade
secrets held by any third person, except for such infringement which would not
have a Material Adverse Effect. Sellers own or possess the licenses or other
rights to all the Intellectual Property Rights identified in Schedule 2.01(m).

          (n) Insurance. Set forth in Schedule 3.01(n) hereto is a list of the
policies of liability, property damage, fire, workers' compensation/employer's
liability, title or other forms of insurance insuring Sellers (with respect to
the CFC Business and the Transferred Assets) as of 11:59 p.m. the day before the
Closing Date, and Schedule 3.01(n) also includes a list of the general
commercial liability policies insuring Sellers (with respect to the CFC
Business) for each of the previous five (5) years. Except as set forth in
Schedule 3.01(n), Sellers do not have a claim pending or anticipated against any
of the insurance carriers under any of such policies and to Sellers' knowledge
there is no current basis for any such claim.

          (o) Transferred Assets. Except as set forth in Schedule 3.01(o), the
Records include all records owned by the Sellers in respect of the CFC Business
or the Transferred Assets or which Sellers have used or intended to be used in
the CFC Business or the Transferred Assets as conducted by Sellers.

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<PAGE>

          (p) No Changes Since December 31, 2000. Since December 31, 2000, and
except as set forth on Schedule 3.01(p), there has not been any changes in the
CFC Business carried out by Seller which have had a Material Adverse Effect on
the CFC Business. More particularly, except as set forth on Schedule 3.01(p) and
except as would not have a Material Adverse Effect on the CFC Business, between
December 31, 2000 and the Closing Date:

               (i) The CFC Business has been conducted in the Ordinary Course of
Business consistent with past practices;

               (ii) Sellers have not disposed or agreed to dispose of any
Transferred Assets, except in the Ordinary Course of Business;

               (iii) Sellers have not created or suffered to be imposed any
Security Interest on or against the Transferred Assets; and

               (iv) Sellers have not delayed or postponed outside the Ordinary
Course of Business the payment of any Accounts Payable and other Liabilities
constituting the Assumed Liabilities solely in contemplation of this Agreement.

          (q) Customers, Distributors and Suppliers. Schedule 3.01(q) contains a
true and complete list of all distributors, representatives and agents of
Sellers (with respect to the CFC Business) and a true and complete list of
Sellers' customers that represent 5% or more of the CFC Business revenues for
the twelve months ended as of the date of this Agreement. Schedule 3.01(q)
contains a true and complete list of all persons who provided goods or services
to Sellers (with respect to the CFC Business or the Transferred Assets) in the
twelve months ended as of the date of this Agreement to which Sellers paid
$25,000 or more since the beginning of said period.

          (r) Capacity of Tyrone Facility. As of the Closing Date, the capacity
of the Tyrone Facility is, under normal operating conditions, sufficient to
produce the quantity of product set forth in the calendar year 2002 forecast
attached hereto as Schedule 3.01(r) according to the estimated production
schedule set forth in Schedule 3.01(r), subject to ordinary and customary plant
adjustments and set-up.

          (s) Brokers. Neither Seller has paid or has become obligated to pay
any fee or commission to any broker, finder, investment banker or other
intermediary in connection with the transactions contemplated by this Agreement.

          (t) Sellers' Employee Information. To the best of Sellers' knowledge,
the Records contain all employee records and documents with respect to each
employee of Sellers or any of its Affiliates who is engaged or involved in the
CFC Business or the Transferred Assets.

     Section 3.02 Buyer's Representations and Warranties. As an inducement to
the Sellers to enter into this Agreement and to consummate the transactions
contemplated hereby, the Buyer hereby represents and warrants to the Seller as
follows:

          (a) Organization. The Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the State of Virginia and is
duly qualified to transact business as a foreign corporation in each
jurisdiction in which the failure to so qualify would have a Material Adverse
Effect on Buyer's ability to purchase the Transferred Assets.

                                       21
<PAGE>

          (b) Buyer Corporate Power and Authority. The Buyer has the corporate
power and authority to execute, deliver and perform this Agreement and the other
documents and instruments contemplated hereby. The execution, delivery and
performance of this Agreement and the documents contemplated hereby and the
consummation of the transactions contemplated hereby and thereby have been duly
authorized and approved by the Buyer. This Agreement, and each of the other
agreements, documents and instruments to be executed and delivered by the Buyer
have been duly executed and delivered by, and constitute the valid and binding
obligation of the Buyer enforceable against the Buyer in accordance with their
terms.

          (c) No Violations, Etc. Except as set forth in Schedule 3.02(c),
neither the execution, delivery or performance by the Buyer of this Agreement
and the other documents and instruments contemplated hereby nor the consummation
of the transactions contemplated hereby will (i) violate, conflict with or
constitute a default of the Buyer's Charter or Bylaws, (ii) require any consent,
approval, authorization or permit of, or filing with or notification to, any
governmental or regulatory authority, except as may be required under the HSR
Act, (iii) violate, conflict with or constitute a default of any note, bond,
mortgage, indenture, lease, license, contract, agreement or other instrument,
obligation or commitment to which the Buyer is a party, or (iv) violate any law,
rule or regulation or any judgment, decree, order or injunction applicable to
the Buyer.

          (d) Litigation. There is no (i) action, suit, claim, proceeding or
investigation pending or, to the best of the Buyer's knowledge, threatened
against or affecting the Buyer, at law or in equity, or before or by any
Federal, state, municipal or other governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign, (ii) arbitration
proceeding relating to the Buyer or (iii) governmental inquiry pending or
threatened against or involving the Buyer, which in each case would materially
impair the Buyer's ability to consummate the transactions contemplated hereby.

          (e) Brokers. Buyer has neither paid nor has become obligated to pay
any fee or commission to any broker, finder, investment banker or other
intermediary in connection with the transactions contemplated by this Agreement.

                                   ARTICLE IV
                              ADDITIONAL AGREEMENTS

     Section 4.01 Trademarks, Servicemarks, Copyrights and Trade Names. This
Agreement does not convey or transfer legal or equitable title to any
trademarks, copyrights, trade names or trade designations which are owned, used
or controlled by ChemFirst Inc. or the Sellers and used in connection with the
CFC Business, except those which are set forth on Schedule 4.01. No right, title
or interest, express or implied, is granted to the Buyer to use any trademarks,
copyrights, trade names or trade designations of ChemFirst inc. or the Sellers
except those listed on Schedule 4.01. All of ChemFirst Inc.'s or the Sellers'
respective right, title and interest in those certain trademarks listed on
Schedule 4.01 to be transferred to the Buyer will be transferred or conveyed to
the Buyer as of the Closing Date. Without limiting the generality of anything
herein, no rights are in any way transferred or conveyed to the trade names
and/or trademarks "ChemFirst", "ChemFirst Inc.," "First Chemical Corporation,"
"ChemFirst Fine Chemicals, Inc." or the ChemFirst concentric Cs. The Buyer
shall, within one hundred eighty (180) days after the Closing Date, obliterate
or remove all trademarks, copyrights, trade names or trade designations
belonging or licensed by or to the Sellers or ChemFirst Inc. which, after the
Closing Date, remain on the Transferred Assets. For a period of up to one
hundred eighty (180) days after the Closing Date, Buyer has the right to use the
name "ChemFirst Fine Chemicals" or "ChemFirst Fine Chemicals, Inc." for purposes
of communicating to customers, vendors and other relevant parties the fact that
the Buyer has purchased the CFC Business and the Transferred Assets. Within
thirty (30) days after the Closing, Sellers shall cause CFC to change its
corporate name to a name which does not use the name " Fine Chemicals"

                                       22
<PAGE>

     Section 4.02 Access to Records and Employees-Post Closing. After Closing
and upon reasonable prior notice, Buyer shall provide the Sellers and its
authorized agents, upon their request, reasonable access during normal business
hours to the books, records and data being transferred to the Buyer on the
Closing Date, in order to enable the Sellers to: (i) facilitate the preparation
of financial statements and tax returns; (ii) respond to tax audits,
investigations, claims, amended returns, or other proceeding in connection
therewith; (iii) comply with the rules and regulations of the U.S. Internal
Revenue Service, the U.S. Securities and Exchange Commission or other
Governmental Authority; (iv) investigate, respond to, prosecute or defend any
claim, demand or litigation made by or against the Sellers, or (v) for other
proper purposes. For a period of three (3) years following the Closing Date, the
Buyer shall not discard any books or records, either in paper or electronic
form, being transferred to the Buyer on the Closing Date without thirty (30)
calendar days prior written notice to the Sellers.

     Section 4.03 Access to Records and Employees-Pre-Closing. Sellers shall
permit Buyer and its representatives after the date of execution of this
Agreement and prior to the Closing Date to have reasonable access, during
regular business hours and upon reasonable advance notice, to the properties and
to the books and records of Sellers which relate to the CFC Business. In the
event of the termination of this Agreement, Buyer shall (a) promptly deliver to
Sellers all documents Buyer received from Sellers or their affiliated companies
in contemplation of this transaction and (b) certify to Sellers that Buyer has
destroyed, or caused to be destroyed, documents, work papers and other materials
generated by Buyer or its representatives reflecting information obtained from
Sellers or their respective representatives in contemplation of this
transaction.

     Section 4.03 Preparation of HSR Act Filings. If reasonably required by
counsel, as soon as practicable, each of the Seller and the Buyer shall file
with the U.S. Federal Trade Commission and the Antitrust Division of the U.S.
Department of Justice a pre-merger notification form (the "HSR Notification
Form") and any supplemental information (other than privileged information)
which may be requested in connection therewith pursuant to the HSR Act, which
filings and supplemental information will comply in all material respects with
the requirements of the HSR Act. The parties shall cooperate fully with one
another in connection with the preparation of such filings. The Buyer (1/2
share) and Sellers (collectively 1/2 share) shall share payment of the filing
fee for the HSR Notification Form.

     Section 4.04 No Solicitation of the Seller's or CFC's Employees. In the
event the transaction contemplated hereby is not consummated, neither the Buyer
nor any affiliated company of the Buyer will, for a period of two (2) years from
the date hereof, solicit (except through advertisements offered to the general
public) or endeavor to entice away any person who is, on the date this Agreement
is executed or thereafter, an employee or officer of the Sellers or any of their
affiliated companies.

     Section 4.05 Transition Supply. The Buyer understands and acknowledges that
certain of the CFC Products (including those with requalification requirements)
are currently being produced at First Chem's Pascagoula, Mississippi facility,
that production of such products is being transferred to the Tyrone Facility and
that after the Closing such products will no longer be produced for the CFC
Business at the Seller's Pascagoula facility. In order to facilitate the
transfer of production of such products to Buyer's Tyrone Facility and if
necessary, during a transition period of not more than six (6) months from and
after the Closing Date, in order to meet customer demand for such products, at
the Closing the Sellers agree to enter a supply agreement with Buyer
substantially in the form attached hereto as Exhibit E (the "Transition Supply
Agreement").

     Section 4.06 Services Agreement. At the Closing, Sellers, or an Affiliate
of Sellers, and Buyer agree to enter into a Services Agreement in the form
attached hereto as Exhibit F (the "Services Agreement").

                                       23
<PAGE>

     Section 4.07 Information Systems. To the extent the Sellers may lawfully do
so without breach of any agreement or license, for a period of eight (8) months
from and after the Closing Date, the Sellers will allow the Buyer to have access
and use to so much of the Sellers' information systems as is reasonably
necessary to facilitate the transfer to the Buyer of the financial and
production information related to the CFC Business or the Transferred Assets
which is contained in the Seller's information systems.

     Section 4.08 Conduct of Business. During the period between signature of
this Agreement and the Closing Date ("Interim Period"), Sellers agree that:

          (a) Sellers shall operate the CFC Business in the ordinary and usual
course of business, consistent with past practices, and Sellers will endeavor to
promptly advise Buyer in writing of (i) any Material Adverse Change in the
financial condition of the CFC Business or the Transferred Assets or (ii) any
material adverse development causing a breach of any of Sellers'
representations, warranties, or covenants contained herein, to which Sellers
become aware.

          (b) Sellers (with respect to the CFC Business) shall not, other than
in the ordinary and usual course of business, consistent with past practices,
(i) acquire or dispose of any fixed assets or acquire or dispose of any other
material assets, (ii) increase the rate or terms of compensation of any officer
or employee or increase the rate or terms of or enter into any new employee
benefit, option, bonus, insurance, pension, severance or termination pay, fringe
benefit or incentive plan, program or arrangement or employment or consulting
contract (other than those terminable at will upon less than thirty (30) days
notice and without any termination or severance obligation) or (iii) encumber
any of its properties.

          (c) Sellers shall conduct the CFC Business in accordance with all
applicable laws, regulations and orders of any Governmental Authority, including
Environmental Laws.

     Section 4.09 Payments on Account of Accounts Receivable. If Sellers receive
payments for Accounts Receivable which have not been re-assigned to Sellers
pursuant to Section 4.20, then Sellers shall promptly remit to Buyer after
receipt any such payments, but in any case no later than five (5) business days
after such payment is received. If Buyer receives payments for Accounts
Receivable which have been re-assigned to Sellers pursuant to Section 4.20, then
Buyer shall promptly remit to Sellers after receipt any such payments, but in
any case no later than five (5) business days after such payment is received.

     Section 4.10 Non-Competition and Confidentiality.

          (a) Definitions. As used in this Section 4.10, the following words
shall have the following respective meanings:

               (i) Non-Compete Product or Products. "Non-Compete Products" shall
mean the chemical products listed on Schedule 4.10(a)(i) and the homologs of the
chemical products listed on Schedule 4.10(a)(i), and "Non-Compete Product" shall
mean any one of the chemical products listed in Schedule 4.10(a)(i). Except as
noted in Schedule 4.10(a)(i), the chemical products listed on Schedule
4.10(a)(i) include the chemical products which Sellers believe are the chemical
products which have been manufactured and sold (including the chemical products
developed or being developed for manufacture or sale) during the twelve months
prior to the Closing Date by CFC and/or First Chem doing business as ChemFirst
Fine Chemicals.

                                       24
<PAGE>

               (ii) Non-Compete Business. "Non-Compete Business" shall mean the
business of the manufacture and/or sale of one or more Non-Compete Products and
businesses which directly compete with the FirstCure(R) polymer additives
business being acquired by Buyer hereunder.

          (b) Non-Compete Obligations. Sellers agree that for a period of ten
(10) years from and after the Closing they will not, for any reason whatsoever,
directly or indirectly, for themselves or on behalf of or in conjunction with
any other Person (except for the Buyer):

               (i) engage in (whether as a stockholder, owner, trustee, partner,
financier, agent, joint venturer, or in a managerial capacity, whether as an
independent contractor, consultant, advisor, or as a representative of any
Person) the Non-Compete Business or have any interest, direct or indirect, in
any Person engaged in the Non-Compete Business; or

               (ii) manufacture or sell any Non-Compete Products.

          (c) Exceptions. Section 4.10(b), and the obligations of noncompetition
contained therein, shall not, however, apply with respect to:

               (i) the acquisition and holding by Sellers, or any Affiliate of
Sellers, as a passive investment, of not more than five percent (5%) of the
outstanding shares of any corporation engaged in the Non-Compete Business; or

               (ii) any Person, which acquires (whether through purchase, merger
or otherwise) all or substantially all of the outstanding capital stock of
either Seller (or ChemFirst Inc.) or all or substantially all of the assets of
either Seller (or ChemFirst Inc.), provided, however, (i) at the time of such
acquisition, such Person was not an Affiliate of either Seller or of ChemFirst
Inc., (ii) such Person does not use that portion of the plant and equipment
presently located at First Chem's Pascagoula, Mississippi facility which was
used to produce the Non-Compete Products, to manufacture or sell the Non-Compete
Product and (iii) such Person does not use the Intellectual Property Rights
acquired by Buyer hereunder to manufacture or sell the Non-Compete Product; or

               (iii) any Person, which acquires (whether through purchase,
merger or otherwise) all or substantially all of the outstanding capital stock
of either Seller (or ChemFirst Inc.) or all or substantially all of the assets
of either Seller (or ChemFirst Inc.), provided, however, (i) at the time of such
acquisition, such Person was not an Affiliate of either Seller or of ChemFirst
Inc. and (ii) during the five year period immediately prior to such acquisition
either manufactured, sold or offered for sale the Non-Compete Product; or

               (iv) any Person which acquires the equipment used in First Chem's
Pascagoula, Mississippi batch operations, provided, however, such Person, within
the five (5) year period immediately prior to such acquisition, manufactured,
sold or offered for sale the Non-Compete Product; or

               (v) the manufacture and/or sale of goods incorporating one or
more Non-Compete Products or to which one or more Non-Compete Products are
applied where the Non-Compete Products are only incidental components of such
goods and where Seller does not participate in the manufacture or sale of the
Non-Compete Products; or

               (v) the manufacture and/or sale of raw materials and intermediate
component materials which may be used in the manufacture of one or more
Non-Compete Products, or of goods which compete with the Non-Compete Products.

                                       25
<PAGE>

          (d) Reasonableness and Reformation. If any court of competent
jurisdiction shall finally hold that the time, territory or any other provision
set forth in Section 4.05(b) constitutes an unreasonable restriction, such
provision shall not be rendered void, but shall apply as to such time, territory
or to such other extent as such court may determine a reasonable restriction
under the circumstances involved. Sellers acknowledge that the restrictions
contained in Section 4.05(b) are reasonable and necessary to protect the
legitimate interests of Buyer and acknowledges that, in addition to all remedies
available at law, Buyer shall be entitled to equitable relief, including
injunctive relief, and an equitable accounting of all adverse consequences
arising from such breach.

          (e) Confidentiality. During the period commencing on the Closing Date
and ending on the tenth (10th) anniversary of the Closing Date, Sellers will
keep confidential all information in the possession of Sellers that is
confidential or proprietary to the CFC Business, the CFC Products, the
Transferred Assets or Buyer. The provisions of this Section 4.05(e) shall not
apply to the disclosure by Seller of any information, documents or materials (i)
which are, or become, publicly available, other than by reason of a breach of
this Section 4.05(e) by Sellers, (ii) received after the Closing from a third
party not bound by any confidentiality agreement with Buyer or (iii) required by
applicable law to be disclosed by Seller, provided that, in the case of the
immediately foregoing (iii), the Person intending to make disclosure of
confidential information will notify Buyer in advance of disclosure of such
information and, to the extent practicable, provide Buyer reasonable opportunity
to prevent disclosure of such information.

          (f) No Solicitation. Sellers will not hinder in any way before Closing
Buyer's employment of any of the Key Employees. Employees of Sellers who become
employees of Buyer on the Closing Date, or, to the extent consistent with
Buyers' offer of employment, become employees of Buyer not later than sixty (60)
days, and who continue employment with the Buyer thereafter, are referred to as
"Transferred Employees." Transferred Employees include the Key Employees.
Sellers shall not solicit or make offers of employment to any Transferred
Employee for a period of two (2) years after said Transferred Employee commences
employment with Buyer.

     Section 4.11. Proration of Taxes and Transfer Taxes. All real estate, ad
valorem and other similar taxes imposed on the Transferred Assets for the year
2001 but not yet due and payable shall be prorated between Seller and Buyer as
of the Closing Date. All transfer, documentary, recording, notarial, sales, use,
registration, stamp and other similar taxes, fees and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
for the account of party obligated to pay under applicable law.

     Section 4.13 Pascagoula Equipment. Buyer shall have the right to elect, but
not the obligation, to acquire and remove any or all of the equipment listed on
Schedule 4.13 from First Chem's Pascagoula, Mississippi facility which is used
in the CFC Business (the "Pascagoula Equipment"). If Buyer elects to acquire any
of the Pascagoula Equipment, then not earlier than the date on which Sellers
shall have completed their obligations under the contract referred to in Section
4.05 and not later than 90 days following the date of completion of Seller's
obligations under the contract referred to in Section 4.05, Buyer shall provide
written notice to Sellers that it is electing to exercise the right provided by
this Section 4.13 and designate such of the Pascagoula Equipment it elects to
acquire (the "Designated Pascagoula Equipment"). Sellers will cooperate with
Buyer on arranging the transfer of Designated Pascagoula Equipment such that
Buyer may complete the removal of the Designated Pascagoula Equipment not later
than 180 days following the date of completion of Seller's obligations under
Section 4.05. With respect to any of the Pascagoula Equipment as to which Buyer
does not, within the time period prescribed above, give Sellers written notice
of its election to acquire and remove, then Buyer shall have waived its right to
acquire and remove any such Pascagoula Equipment and such Pascagoula Equipment
shall remain the property of Sellers. Buyer shall be responsible for and pay the
actual out-of-

                                       26
<PAGE>

pocket costs of dismantling, removing and transporting the Designated Pascagoula
Equipment, including any authorizations and Permits that may be necessary to
remove and relocate the Designated Pascagoula Equipment to another location, and
Buyer shall not be required to pay for any other costs associated with First
Chem's Pascagoula, Mississippi facility in connection with removal of the
Designated Pascagoula Equipment, including the cost of dismantling or
decontaminating any equipment located at First Chem's Pascagoula, Mississippi
facility other than the Designated Pascagoula Equipment. Title, possession and
risk of loss or destruction or damage to the Designated Pascagoula Equipment
shall pass to Buyer upon the beginning of the dismantling and packaging for
shipment of such Equipment by or on behalf of Buyer. Notwithstanding anything to
the contrary herein, Buyer shall accept all risk of, and Sellers shall have no
liability for, loss, destruction or damage to the Designated Pascagoula
Equipment arising out of the dismantling, packaging or shipment of the
Designated Pascagoula Equipment.

     Section 4.14. Insurance. The insurance coverages provided by the policies
listed in Schedule 3.01(n) are provided under Sellers' insurance program and
will cease to provide coverage to the CFC Business or the Transferred Assets for
occurrences after the Closing. On or before the Closing, Buyer will replace such
policies with policies acceptable to Buyer.

     Section 4.15. Dayton Pilot Plant Lease. At Closing, Buyer and CFC shall
enter into a long term lease of at least ninety-nine (99) years, with an option
to lease for an additional ninety-nine (99) years, whereby Buyer leases from CFC
the Dayton Pilot Plant Facility (the "Dayton Pilot Plant Lease"). Such lease
shall substantially be in the form attached hereto as Exhibit D.

     Section 4.16. THPE Toll Manufacture Agreement. At Closing, Buyer agrees to
enter with Sellers' Affiliate, TriQuest, L.P., a toll manufacturing agreement
(the "THPE Toll Manufacture Agreement") whereby Buyer agrees to manufacture for
TriQuest, L.P. the chemical product known as THPE . The THPE Toll Manufacture
Agreement shall be in a form attached hereto as Exhibit G.

     Section 4.17. Post Closing Assistance. During the first six (6) months
after Closing, Sellers agree to provide Buyer technical assistance at the Tyrone
Facility to assist Buyer in the transfer of production of CFC Products from
CFC's Pascagoula, Mississippi facility to the Tyrone Facility. The first two
hundred forty (240) hours of such technical assistance shall be at no cost to
Buyer, and Buyer agrees to pay Sellers $50.00 per hour per technical person plus
travel expenses for technical assistance in excess of two hundred forty (240)
hours. ANY SUCH TECHNICAL ASSISTANCE PROVIDED BY SELLERS SHALL BE WITHOUT
WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, AND ALL WARRANTIES
WITH RESPECT TO SUCH ASSISTANCE ARE HEREBY DISCLAIMED. BUYER AGREES THAT SELLERS
SHALL NOT BE LIABLE FOR , AND BUYER ASSUMES ALL RISK OF, SUCH TECHNICAL
ASSISTANCE.

     Section 4.18. Employees and Employee Benefit.

          (a) Termination and Offer of Employment to Tyrone and Dayton Pilot
Plant Employees. Attached hereto as Schedule 4.18(a) is a list of all employees
of CFC employed at the Tyrone Facility, at the Dayton Pilot Plant Facility, at
Pascagoula, Mississippi and at Jackson, Mississippi. The employment of the
employees employed by CFC at the Tyrone Facility and the Dayton Pilot Plant
shall be terminated as of the Closing, and Buyer shall offer employment to such
employees simultaneous with the termination of their employment by CFC. Offers
of employment to all Transferred Employees, including those employed at the
Tyrone Facility and the Dayton Pilot Plant Facility, will be at a salary
comparable to the salary at which such employees are presently employed by
Sellers. Sellers shall be responsible for the payment of any severance payments
owed by Sellers to employees of CFC or First Chem who are terminated as a result
of this Transaction and who do not become Transferred Employees.

                                       27
<PAGE>

          (b) Pension or Retirement Plan Benefits to Transferred Employees. With
respect to pension, retirement and savings benefit plans provided by Buyer to
Transferred Employees which require a vesting period, Buyer shall credit, for
vesting purposes only, each Transferred Employee with the number of years of
service credited to such Transferred Employee as of the Closing Date that such
Transferred Employee has under the comparable benefit plan provided by Sellers.

          (c) Medical, Dental, Prescription Drugs and Health Plans. Sellers
shall allow the Transferred Employees to continue participation until December
31, 2001 in any of Sellers' medical, dental and prescription drug plans that
such Employees participated in as of the termination of their employment by
Sellers. Buyer shall reimburse Sellers for the employer contribution portion of
any premiums or other such payments made by Sellers and all benefit costs for
claims after Closing, incurred by Sellers in connection with the providing of
such coverage. Sellers shall invoice Buyer for such premiums and benefit costs
no more frequently than monthly, and Buyer shall pay such invoices within thirty
(30) days.

          (d) Employee Benefit Plans. The employee benefit plans listed in
Schedule 4.18(d) are plans maintained by Sellers, or Affiliates of Sellers,
including ChemFirst Inc., with respect to Transferred Employees (the "Employee
Benefit Plans"). Notwithstanding anything to the contrary in this Agreement,
including anything in Section 2.01, the Employee Benefit Plans, and the assets
thereof and in connection therewith, are not being transferred or conveyed
hereunder to Buyer but are being retained by Sellers and/or Affiliates of
Sellers. Upon termination of their employment by CFC, Sellers shall fully vest
the Transferred Employees in those Employee Benefit Plans requiring a vesting
period, the Transferred Employees' participation in the Employee Benefit Plans
will be terminated, and neither Sellers (including any Affiliate of Sellers) nor
the Employee Benefit Plans shall have any further liability to either Buyer or
the Transferred Employees, except as otherwise provided according to the terms
and conditions of the Employee Benefit Plans with respect to terminated
employees.

     Section 4.19 Schedules and Exhibits. The parties understand and agree that
the Schedules and Exhibits to this Agreement may not be complete at the time
this Agreement is executed. In such event, the parties each agree to exercise
good faith and reasonable diligence in preparing and completing Schedules and
Exhibits as soon after execution as is practical, with Exhibits D, E and F each
respectively containing at least the points set forth in Schedule 4.19. Upon
completion of the Schedules and Exhibits with terms to the reasonable
satisfaction of the parties, the Schedules and Exhibits shall be attached to
this Agreement and shall become a part hereof as if such Schedules and Exhibits
had been completed and attached hereto at the time of execution of this
Agreement by the parties.

     Section 4.20 Accounts Receivable. In the event Buyer is unable to collect
any of the Accounts Receivable within ninety (90) days after the due date
thereof, Buyer may assign any of such Accounts Receivable to Sellers, and
Sellers shall reimburse Buyer the amount of such Accounts Receivable (less any
amounts previously collected by Buyer on account of such Accounts Receivable).
Sellers may, thereafter, collect from the account debtor any such Accounts
Receivable assigned to Sellers by Buyer and retain any amounts collected..

     Section 4.21 Environmental Baseline. Both parties may mutually agree to
perform an environmental baseline study at the Tyrone Facility for use in
determining the environmental condition of the Tyrone Facility as of the Closing
Date, with the costs of any such mutually agreed study being shared equally by
the parties.

     Section 4.22 Nitrobenzene and Nitrotoluene Supply Agreement. At the
Closing, First Chem and Buyer agree to enter into a supply agreement in the form
attached hereto as Exhibit H (the

                                       28
<PAGE>

"Nitrobenzene and Nitrotoluene Supply Agreement"), whereby First Chem would
supply nitrobenzene and nitrotoluene to Buyer.

                                    ARTICLE V
                   INDEMNIFICATION AND LIMITATION OF LIABILITY

     Section 5.01 Indemnification by Buyer. The Buyer hereby agrees to
indemnify, defend and hold harmless the Sellers and their Affiliates and the
respective officers, directors, employees and shareholders of the foregoing, and
their successors and assigns (collectively, the "Sellers Indemnitees") from,
against and with respect to any claim and all Damages to the extent arising out
of or in any manner incident, relating or attributable to:

          (a) any material inaccuracy in any representation or breach of
warranty of the Buyer contained in this Agreement or in any certificate,
instrument of transfer or other document or agreement executed by the Buyer in
connection with this Agreement or otherwise made or given in connection with
this Agreement;

          (b) any material failure by the Buyer to perform or observe, or to
have performed or observed, in full, any covenant, agreement or condition to be
performed or observed by it under this Agreement or under any certificates or
other documents or agreements executed by the Buyer in connection with this
Agreement;

          (c) any Liability or Damages arising out of the operations of the CFC
Business or the Transferred Assets by Buyer on or after the Closing Date,
including, without limitation, such Liabilities or Damages arising from (i)
products of the CFC Business that are manufactured and sold on or after the
Closing Date (and for warranty obligations associated with product returns and
bad debt relating to products manufactured and sold on or after the Closing
Date); (ii) products of the CFC Business that are manufactured prior to the
Closing Date and sold after the Closing Date, but not for Liabilities or Damages
to the extent caused by product defects (including defects in labeling) that
existed prior to the Closing Date and (iii) Health, Safety and Environmental
Liabilities, except to the extent such Liability or Damages result from or arise
out of the Excluded Liabilities or constitute Liability or Damages for which
Sellers are required to indemnify the Buyer Indemnitees under Section 5.02;

          (d) any Liability arising from the Assumed Liabilities;

          (e) any governmental proceeding, investigation or review, and any
legal action or proceeding pending or threatened against Buyer, the CFC Business
or the Transferred Assets for operations on or after the Closing Date; and

          (f) any and all Taxes incurred by Buyer with respect to the
Transaction and any and all Taxes arising from the operations of the CFC
Business or the Transferred Assets on or after the Closing Date.

     Section 5.02 Indemnification by Sellers. Sellers agree to jointly and
severally indemnify, defend and hold harmless the Buyer and its Affiliates and
the respective officers, directors, employees and shareholders of the foregoing,
and their successors and assigns (collectively the "Buyer Indemnitees") from,
against and with respect to any and all Damages to the extent arising out of or
in any manner incident, relating or attributable to:

          (a) any material inaccuracy in any representation or material breach
of warranty of the Seller contained in this Agreement or in any certificate,
instrument of transfer or other document or

                                       29
<PAGE>

agreement executed by the Sellers in connection with this Agreement or otherwise
made or given in connection with this Agreement;

          (b) any material failure by the Sellers to perform or observe, or to
have performed or observed, in full, any covenant, agreement or condition to be
performed or observed by it under this Agreement or under any certificates or
other documents or agreements executed by the Buyer in connection with this
Agreement;

          (c) any Liability or Damages arising out of the operations of the CFC
Business or the Transferred Assets by Sellers prior to the Closing Date,
including, without limitation, such Liabilities arising from (i) products of the
CFC Business that are manufactured and sold prior to the Closing Date (and for
warranty obligations associated with product returns and bad debt relating to
products manufactured or sold prior to after the Closing Date); (ii) products of
the CFC Business that are manufactured prior to the Closing Date and sold after
the Closing Date, but only for Liabilities or Damages to the extent caused by
product defects (including defects in labeling) that existed prior to the
Closing Date and (iii) Health, Safety and Environmental Liabilities; except to
the extent such Liability or Damages result from or arise out of the Assumed
Liabilities or constitute Liability or Damages for which Buyer is required to
indemnify the Seller Indemnitees under Section 5.01;

          (d) any Liability arising out of any Excluded Asset or any Excluded
Liabilities;

          (e) any governmental proceeding, investigation or review, and any
legal action or proceeding pending or threatened against Sellers, the CFC
Business or the Transferred Assets for operations prior to the Closing Date; and

          (f) any and all Taxes incurred by Seller with respect to the
Transaction and any and all Taxes arising prior to the Closing from the
operations of the CFC Business or the Transferred Assets.

     Section 5.03 Indemnification Thresholds and Limits.

          (a) Threshold Amount. No claim which any party hereto asserts is an
indemnifiable claim pursuant to this Article V shall be made by such party
against any Indemnifying Party with respect to any item of Damage until such
item, together with the aggregate of all prior Damages of such party, shall
exceed One Hundred Thousand Dollars ($100,000.00) (the "Threshold Amount"), in
which case such party shall be entitled to make a claim for indemnification
hereunder for all Damages incurred whether prior to or after the Threshold
Amount is reached.

          (b) Indemnification Limit. IN NO EVENT SHALL EITHER PARTY'S TOTAL
AGGREGATE LIABILITY FOR INDEMNIFICATION UNDER THIS ARTICLE V EXCEED THE PURCHASE
PRICE, except that the limitation of this Section 5.03(b) shall not apply to
indemnification pursuant to Sections 5.01(c)(iii) or 5.02(c)(iii).

     Section 5.04 Claims for Indemnification. In the event of the occurrence of
any event which any party asserts is an indemnifiable event pursuant to this
Article V, the party claiming indemnification (the "Indemnified Party") shall
provide prompt notice to the party required to provide indemnification (the
"Indemnifying Party"), specifying in detail the facts and circumstances with
respect to such claim and the basis for which indemnification is available
hereunder. If such event involves the claim of any third party, the Indemnifying
Party shall have the right to control the defense or settlement of such claim;
provided, however, that (a) the Indemnified Party shall be entitled to
participate in the defense of such claim at its own expense, (b) the
Indemnifying Party shall obtain the prior written approval of the Indemnified
Party (which approval shall not be unreasonably withheld or delayed) before
entering into

                                       30
<PAGE>

any settlement of such claim if, pursuant to or as a result of such settlement,
(A) injunctive or other non-monetary relief would be imposed against the
Indemnified Party or (B) the Indemnified Party would be liable for monetary
relief which, in whole or in part, is not subject to indemnification hereunder,
and (C) if the Indemnifying Party is entitled but fails to assume control over
the defense of a claim as provided in this Section 5.04, provided that the
Damages associated with such claim are covered by the indemnity provisions of
Section 5.01 or 5.02, the Indemnified Party shall have the right to defend such
claim, provided, further, that the Indemnified Party shall obtain the prior
written approval of the Indemnifying Party (which approval shall not be
unreasonably withheld or delayed) before entering into any settlement of such
claim if, pursuant to or as a result of such settlement, injunctive or other
non-monetary relief would be imposed against the Indemnifying Party.

     In the event that the Indemnifying Party shall be obligated to indemnify
the Indemnified Party pursuant to this Article V, the Indemnifying Party shall,
upon payment of such indemnity in full, be subrogated to all rights of the
Indemnified Party with respect to the claim to which such indemnification
relates.

     Section 5.05 Survival. All representations and warranties in this
Agreement, or in any other instrument executed or delivered herewith, and all
obligations of indemnification under Article V of this Agreement, shall survive
the Closing of the transactions contemplated hereby and continue for a period of
three (3) years, provided, however, claims for indemnification pursuant to
Section 5.01(c)(iii) and 5.02(c)(iii) shall survive for a period of five (5)
years. All such representations and warranties and obligations shall expire on
the third or fifth anniversary, as the case may be, of the Closing Date, except
that claims, if any, asserted in writing prior to such third or fifth
anniversary identified as a claim for indemnification pursuant to this Article V
hereof shall survive until finally resolved and satisfied in full.

     Section 5.06 Limitation of Damages. IN NO EVENT SHALL EITHER PARTY BE
LIABLE FOR LOSS OF PROFITS OR INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL
DAMAGES FOR ANY REASON WHATSOEVER (UNLESS, AND THEN ONLY TO THE EXTENT, SUCH
DAMAGES ARE ASSERTED BY A NON-AFFILIATE THIRD PARTY AGAINST AN INDEMNIFIED PARTY
HEREUNDER), INCLUDING WITHOUT LIMITATION, ANY INACCURACY OR BREACH OF ANY
REPRESENTATION OR WARRANTY MADE BY ANY PARTY HERETO OR IN ANY OTHER INSTRUMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH. THE PROVISIONS OF THIS SECTION
5.06 SHALL NOT BE LIMITED TO CLAIMS FOR INDEMNIFICATION BUT SHALL APPLY WHETHER
A CLAIM IS BEING ASSERTED FOR INDEMNIFICATION OR FOR ANY OTHER LEGAL THEORY.

     Section 5.07 Cooperation. If any party hereto notifies the other party
pursuant to this Article V that indemnification may apply, the party seeking
indemnification shall provide to the other party all documentation and
information reasonably necessary to support and verify any Damages that give
rise to a claim of indemnification hereunder and shall give such other party
access to all books, records and personnel in the possession or control of the
party seeking indemnification that would have a bearing on such claim.

                                   ARTICLE VI
                                   TERMINATION

     Section 6.01 Termination. This Agreement may be terminated and the
transactions contemplated hereby may be abandoned at any time prior to the
Closing:

          (a) By written consent duly authorized by the Buyer and the Seller;

                                       31
<PAGE>

          (b) By the Buyer or the Seller if:

               (i) Any court of competent jurisdiction or other Governmental
Authority shall have issued an order, decree or ruling, or taken any other
action restraining, enjoining or otherwise prohibiting the transactions
contemplated hereby, provided that this Agreement shall not be terminated
pursuant to this paragraph unless the party terminating this Agreement has
utilized its reasonable efforts to oppose the issuance of such order, decree or
ruling or the taking of such action;

               (ii) The Closing Date has not occurred within sixty (60) days of
the Scheduled Closing Date, for any reason other than the breach of any
provision of this Agreement by the party terminating this Agreement; or

               (iii) The other party materially breaches any of its
representations, warranties or covenants attached hereto;

          (c) By the Buyer if:

               (i) Any of the conditions set forth in Section 8.01 hereof have
not been reasonably satisfied within sixty (60) days of the Scheduled Closing
Date or shall have become incapable of fulfillment and shall not have been
waived by the Buyer, for any reason other than a breach by the Buyer of any of
its representations, warranties or agreements hereunder; or

               (ii) There is any material inaccuracy in any of the Seller's
representations or material breach by the Seller of any warranty contained
herein, or any material failure by the Seller to perform any commitment,
covenant or condition contained in this Agreement.

          (d) By Seller if:

               (i) Any of the conditions set forth in Section 8.02 hereof have
not been satisfied within sixty (60) days of the Scheduled Closing Date or shall
have become incapable of fulfillment and shall not have been waived by the
Seller, for any reason other than a breach by the Seller of any of its
representations, warranties or agreements hereunder; or

               (ii) There is any material inaccuracy in any of the Buyer's
representations or breach by the Buyer of any warranty contained herein, or any
material failure by the Buyer to perform any commitment, covenant or condition
contained in this Agreement.

          (e) Upon the occurrence of any of the events specified in this Section
6.01 (other than Subsection (a) hereof), written notice of such event shall
forthwith be given to the other parties to this Agreement, whereupon this
Agreement shall immediately terminate.

     Section 6.02 Effect of Termination. In the event of the termination and
abandonment of this Agreement pursuant to Section 6.01 hereof, this Agreement
shall forthwith become void and be of no effect, without any liability on the
part of any party or its directors, officers or shareholders.

                                   ARTICLE VII
                                     CLOSING

     Section 7.01 Closing. The closing of the transactions contemplated hereby
(the "Closing") shall take place at or before 2:00 p.m. Jackson, Mississippi
time on the "Closing Date", at the offices of

                                       32
<PAGE>

ChemFirst Inc., or at such other time and place as may be mutually agreeable.
The Closing Date shall be the earlier of the following: (a) July 31, 2001 (the
"Scheduled Closing Date") or (b) such other date as the parties may agree to in
writing.

     Section 7.02 Items to Be Delivered at Closing. At the Closing, the
following actions shall be taken:

          (a) The Seller's Deliveries at Closing. At Closing, the Seller shall
deliver to the Buyer or cause to be delivered to the Buyer the following:

               (i) Consents. All of the consents, approvals or authorizations of
Governmental Authorities and other third parties necessary in connection with
the Seller's consummation of the transactions contemplated hereby;

               (ii) Corporate Certificates. The following corporate documents:

                    (1) A certificate of the Secretary of the Seller certifying
as to (i) the resolutions of the Seller authorizing and approving the execution,
delivery and performance of this Agreement and the transactions contemplated
hereby, (ii) the incumbency of the Seller's officers, and (iii) the Seller's
Bylaws;

                    (2) A copy of the First Chem's Charter certified by the
Secretary of State of the State of Mississippi;

                    (3) A certificate of the Secretary of CFC certifying as to
CFC's Bylaws;

                    (4) A copy of CFC's Charter certified by the Secretary of
State of the Commonwealth of Pennsylvania;

                    (5) A certificate of an officer of the Seller certifying (i)
that the representations and warranties of the Seller contained in Article III
hereof were true and correct when made and continue to be true and correct as of
the Closing Date (or, if a representation and warranty is made as of a date
other than the date hereof, the representation and warranty remains true and
correct as of such date); and (ii) that the Seller has performed or complied
with all agreements and covenants contained in this Agreement and required to be
performed by the Seller;

                    (6) A certificate as to First Chem's good standing certified
by the Secretary of State of the State of Mississippi; and

                    (7) A certificate as to CFC's good standing certified by the
Secretary of State of the Commonwealth of Pennsylvania;

               (v) Keys, Etc. All such keys, locks, safe combinations and other
similar items as are necessary in order for the Buyer to obtain full occupation
and control of CFC's Assets;

               (vi) UCC-3 Termination Statements. UCC-3 termination statements
covering all financing statements, if any, relating to the Transferred Assets
and evidence of the release of all Security Interests against the Transferred
Assets;

                                       33
<PAGE>

               (vii) Other Documents. The documents, to be executed and
delivered by Sellers, whose execution and delivery are conditions to Closing
pursuant to Article VIII.

          (b) The Buyer's Deliveries at Closing. At Closing, the Buyer shall
deliver or cause to be delivered to the Sellers:

               (i) The Purchase Price. The Purchase Price by wire transfer as
provided in Section 2.02 hereof;

               (ii) Consents. All of the consents, approvals or authorizations
of Governmental Authorities and other third parties necessary in connection with
the Buyer's consummation of the transactions contemplated hereby;

               (iii) Corporate Certificates. The following corporate documents:

                    (1) A certificate of the Secretary of the Buyer certifying
as to (i) the resolutions of the Buyer authorizing and approving the execution,
delivery and performance of this Agreement and the transactions contemplated
hereby, (ii) the incumbency of the Buyer's officers, and (iii) the Buyer's
By-Laws;

                    (2) A copy of the Buyer's Charter, certified by the Virginia
Corporation Commission;

                    (3) A certificate of an officer of the Buyer certifying (i)
that the representations and warranties of the Buyer contained in Article III
hereof were true and correct when made on the date hereof and continue to be
true and correct as of the Closing Date (or, if a representation and warranty is
made as of a date other than the date hereof, the representation and warranty
remains true and correct as of such date); and (ii) that the Buyer has performed
or complied with all agreements and covenants contained in this Agreement and
required to be performed by the Buyer; and

                    (4) A certificate as to the Buyer's good standing certified
by the Virginia Corporation Commission;

               (iv) Other Documents. The documents, to be executed and delivered
by Buyer, whose execution and delivery are conditions to Closing pursuant to
Article VIII.

                                  ARTICLE VIII
                              CONDITIONS TO CLOSING

     Section 8.01 Buyer's Conditions to Closing. The obligation of the Buyer to
consummate this Agreement and the other transactions contemplated hereby is
subject to the satisfaction, on or before the Closing Date, of the following
conditions each of which may be waived by the Buyer in its sole discretion:

          (a) Closing Documents. The Seller shall have delivered the
resolutions, certificates, documents and instruments required by this Agreement
and identified in Section 7.02.

          (b) Consents. All requisite governmental approvals and consents of
third parties required to be delivered shall have been delivered.

                                       34
<PAGE>

          (c) Representations and Warranties True. Buyer shall have received
from an appropriate officer of Seller dated as of the Closing Date that all of
the representations and warranties of the Sellers contained in this Agreement,
in the Schedules or other documents attached hereto or referred to herein or
delivered in connection with the transactions contemplated hereby shall be true,
correct and complete in all material respects on and as of the date hereof and
on and as of the Closing Date, as if made on and as of the Closing Date.

          (d) Performance. Buyer shall have received from an appropriate officer
of Seller dated as of the Closing Date that the Sellers shall have performed and
complied in all material respects with all covenants and agreements contained
herein required to be performed or complied with by them prior to or at the
Closing Date.

          (e) No Actions, Suits or Proceedings. As of the Closing Date, no
action, suit, investigation or proceeding brought by any person, corporation,
Governmental Authority or other entity shall be pending or, to the knowledge of
the parties to this Agreement, threatened, before any court or Governmental
Authority (i) to restrain, prohibit, restrict or delay, or to obtain damages or
a discovery order in respect of this Agreement or the consummation of the
transactions contemplated hereby, or (ii) which has had or may have a material
adverse effect on the condition, financial or otherwise, or prospects of the CFC
Business and/or the Transferred Assets. No order, decree or judgment of any
court or governmental body shall have been issued restraining, prohibiting,
restricting or delaying, the consummation of the transactions contemplated by
this Agreement. No insolvency proceeding of any character including without
limitation, bankruptcy, receivership, reorganization, dissolution or arrangement
with creditors, voluntary or involuntary, affecting the Sellers shall be
pending.

          (f) HSR Act. Any waiting period applicable to the HSR Act filings
shall have expired or terminated and no objections have been received by the
applicable Governmental Authorities or the parties shall have received early
termination of the HSR waiting period.

          (g) Approval of Buyer and Its Counsel. All actions, proceedings,
consents, instruments and documents required to be delivered by, or at the
behest or direction of, the Sellers hereunder or incident to its performance
hereunder, and all other related matters, shall be reasonably satisfactory as to
form and substance to Buyer and its counsel.

          (h) Assumed Contracts. The Sellers shall have assigned the Assumed
Contracts to Buyer in accordance with Section 2.01 and Section 2.07.

          (i) Services Agreement. First Chem and the Buyer shall have entered
into the Services Agreement in accordance with Section 4.06.

          (j) Transition Supply Agreement. First Chem and the Buyer shall have
entered into the Transition Supply Agreement in accordance with Section 4.05.

          (k) THPE Toll Manufacture Agreement. TriQuest, L.P. and Buyer shall
have entered into the THPE Toll Manufacture Agreement.

          (l) Dayton Pilot Plant Lease. CFC and Buyer shall have entered into
the Dayton Pilot Plant Lease in accordance with Section 4.15.

          (m) Schedules and Exhibits. The Schedules and Exhibits to this
Agreement shall have been completed with terms to the reasonable satisfaction of
Buyer and have been attached to this Agreement in accordance with Section 4.19.

                                       35
<PAGE>

          (n) Board Approval. This Agreement and the transactions contemplated
hereby have been approved by the Board of Directors of the Buyer.

          (o) No Material Loss or Damage. Except as to matters previously
disclosed to Buyer as of the date of this Agreement, no material loss or damage
to the CFC Business or the Transferred Assets has occurred (including without
limitation, fire, war, act of God or other casualty).

          (p) Key Employees. Buyer shall have employed the employees listed in
Schedule 8.01(p) (the "Key Employees").

          (q) Instruments of Transfer. Sellers shall have executed and delivered
the Instruments of Transfer.

          (r) Consent to Assignment of Wastewater Permit. Buyer shall have
received from the Borough of Tyrone, Pennsylvania consent to the assignment of
CFC's wastewater discharge permit to Buyer.

          (s) Nitrobenzene and Nitrotoluene Supply Agreement. First Chem and the
Buyer shall have entered into the Nitrobenzene and Nitrotoluene Supply Agreement
in accordance with Section 4.22.

     Section 8.02 Seller's Conditions to Closing. The obligation of the Seller
to consummate this Agreement and the other transactions contemplated hereby is
subject to the satisfaction, on or before the Closing Date, of the following
conditions, each of which may be waived by the Seller in its sole discretion:

          (a) Closing Documents. The Buyer shall have delivered the resolutions,
certificates, documents and instruments required by this Agreement and
identified in Section 7.02, and the Purchase Price payable to Seller at Closing
under Article II hereof shall be available and ready for Seller.

          (b) Consents. All requisite governmental approvals and consents of
third parties required to be delivered shall have been delivered.

          (c) Representations and Warranties True. The representations and
warranties of the Buyer contained in this Agreement or other documents attached
hereto or referred to herein or delivered in connection with the transactions
contemplated hereby shall be true, correct and complete in all material respects
on and as of the date hereof and on and as of the Closing Date, as if made on
and as of the Closing Date.

          (d) Performance. Sellers shall have received from an appropriate
officer of Buyer dated as of the Closing Date that Buyer shall have performed
and complied in all material respects with all covenants and agreements
contained herein required to be performed or complied with by it prior to or at
the Closing Date.

          (e) No Actions, Suits or Proceedings. As of the Closing Date, no
action, suit, investigation or proceeding brought by any person, corporation,
governmental agency or other entity shall be pending or, to the knowledge of the
parties to this Agreement, threatened, before any court or governmental body to
restrain, prohibit, restrict or delay, or to obtain damages or a discovery order
in respect of this Agreement or the consummation of the transactions
contemplated hereby. No order, decree or judgment of any court or governmental
body shall have been issued restraining, prohibiting,

                                       36
<PAGE>

restricting or delaying, the consummation of the transactions contemplated by
this Agreement. No insolvency proceeding of any character including without
limitation, bankruptcy, receivership, reorganization, dissolution or arrangement
with creditors, voluntary or involuntary, affecting the Buyer shall be pending.

          (f) HSR Act. Any waiting period applicable to the HSR Act filings
shall have expired or terminated and no objections have been received by the
applicable governmental agencies or the parties shall have received early
termination of the HSR waiting period.

          (g) Approval of the Seller and its Counsel. All actions, proceedings,
consents, instruments and documents required to be delivered by, or at the
behest or direction of, the Buyer hereunder or incident to its performance
hereunder, and all other related matters, shall be reasonably satisfactory as to
form and substance to the Seller and its counsel.

          (h) Board Approval. This Agreement and the transactions contemplated
hereby have been approved by the Boards of Directors of the Sellers and the
Sellers' parent company, ChemFirst Inc.

          (i) Assumed Contracts. Sellers shall have assigned the Assumed
Contracts to Buyer in accordance with Section 2.01 and Section 2.07.

          (j) Services Agreement. First Chem and the Buyer shall have entered
into the Services Agreement in accordance with Section 4.06.

          (k) Transition Supply Agreement. First Chem and the Buyer shall have
entered into the Transition Supply Agreement in accordance with Section 4.05.

          (l) THPE Toll Manufacture Agreement. TriQuest, L.P. and Buyer shall
have entered into the THPE Toll Manufacture Agreement.

          (m) Dayton Pilot Plant Lease. CFC and Buyer shall have entered into
the Dayton Pilot Plant Lease in accordance with Section 4.15.

          (n) Schedules and Exhibits. The Schedules and Exhibits to this
Agreement shall have been completed with terms to the reasonable satisfaction of
Sellers and have been attached to this Agreement in accordance with Section
4.19.

          (m) Instruments of Transfer. Buyer shall have executed and delivered
such of the Instruments of Transfer that require Buyer's execution.

          (n) Nitrobenzene and Nitrotoluene Supply Agreement. First Chem and the
Buyer shall have entered into the Nitrobenzene and Nitrotoluene Supply Agreement
in accordance with Section 4.22

                                   ARTICLE IX
                                  MISCELLANEOUS

     Section 9.01 Notices. All notices, requests, consents and other
communications hereunder shall be in writing, shall be addressed to the
receiving party's address set forth below or to such other address as a party
may designate by notice hereunder, and shall be either (i) delivered by hand,
(ii) made

                                       37
<PAGE>

by telex or facsimile transmission, (iii) sent by recognized overnight courier,
or (iv) sent by registered or certified mail, return receipt requested, postage
prepaid.

     If to the Buyer:   Albemarle Corporation
                        451 Florida Street
                        Baton Rouge, Louisiana 70801
                        Attn:  President
                        Fax: (225) 388-7810

     with a copy to:    Albemarle Corporation
                        330 South Fourth Street
                        Richmond, Virginia 23219
                        Attn:  General Counsel
                        Fax: (804) 788-5406

     If to the Seller:  First Chemical Corporation
                        c/o ChemFirst Inc.
                        700 North Street
                        Jackson, MS  39202
                        Attn: President
                        Fax: (601) 949-0264

All notices, requests, consents and other communications hereunder shall be
deemed to have been (i) if by hand, at the time of the delivery thereof to the
receiving party at the address of such party set forth above, (ii) if made by
telex, or facsimile transmission, at the time that receipt thereof has been
acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight
courier, on the next business day following the day such notice is delivered to
the courier service, or (iv) if sent by registered or certified mail, on the
fifth business day following the day such mailing is made.

     Section 9.02 Entire Agreement. This Agreement together with the Exhibits
and Schedules hereto and the other documents executed in connection herewith
(collectively, the "Documents") embodies the entire agreement and understanding
between the parties hereto with respect to the subject matter hereof and
supersedes all prior oral or written agreements and understandings relating to
the subject matter hereof. No statement, representation, warranty, covenant or
agreement of any kind not expressly set forth in the Documents shall affect, or
be used to interpret, change or restrict, the express terms and provisions of
this Agreement.

     Section 9.03 Modifications and Amendments. The terms and provisions of this
Agreement may be modified or amended only by written agreement executed by the
Buyer and the Seller.

     Section 9.04 Waivers and Consents. No failure or delay by a party hereto in
exercising any right, power or remedy under this Agreement, and no course of
dealing between the parties hereto, shall operate as a waiver of any such right,
power or remedy of the party. No single or partial exercise of any right, power
or remedy under this Agreement by a party hereto, nor any abandonment or
discontinuance of steps to enforce any such right, power or remedy, shall
preclude such party from any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. The election of any remedy by a
party hereto shall not constitute a waiver of the right of such party to pursue
other available remedies. No notice to or demand on a party not expressly
required under this Agreement shall entitle the party receiving such notice or
demand to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the party giving such
notice or demand to any other or further action in any circumstances without
such notice or demand. The terms and provisions of this

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Agreement may be waived, or consent for the departure therefrom granted, only by
written document executed by the party entitled to the benefits of such terms or
provisions. No such waiver or consent shall be deemed to be or shall constitute
a waiver or consent with respect to any other terms or provisions of this
Agreement, whether or not similar. Each such waiver or consent shall be
effective only in the specific instance and for the purpose for which it was
given, and shall not constitute a continuing waiver or consent.

     Section 9.05 Assignment; Parties in Interest. This Agreement shall be
binding upon and inure solely to the benefit of each party hereto and their
respective successors and assigns, and nothing in this Agreement, express or
implied, is intended to confer upon any other person any rights or remedies of
any nature whatsoever under or by reason of this Agreement. Nothing in this
Agreement shall be construed to create any rights or obligations except among
the parties hereto, and no person or entity shall be regarded as a third-party
beneficiary of this Agreement.

     Section 9.06 Governing Law. This Agreement and the rights and obligations
of the parties hereunder shall be construed in accordance with and governed by
the internal laws of the State of Mississippi, without giving effect to the
conflict of law principles thereof.

     Section 9.07 Severability. In the event that any court of competent
jurisdiction shall finally determine that any provision, or any portion thereof,
contained in this Agreement shall be void or unenforceable in any respect, then
such provision shall be deemed limited to the extent that such court determines
it enforceable, and as so limited shall remain in full force and effect. In the
event that such court shall determine any such provision, or portion thereof,
wholly unenforceable, the remaining provisions of this Agreement shall
nevertheless remain in full force and effect.

     Section 9.08 Interpretation. The parties hereto acknowledge and agree that:
(i) each party and its counsel reviewed and negotiated the terms and provisions
of the Documents and have contributed to their revision; (ii) the rule of
construction to the effect that any ambiguities are resolved against the
drafting party shall not be employed in the interpretation of this Agreement;
and (iii) the terms and provisions of this Agreement shall be construed fairly
as to all parties hereto and not in favor of or against any party, regardless of
which party was generally responsible for the preparation of this Agreement.

     Section 9.09 Headings and Captions. The headings and captions of the
various subdivisions of this Agreement are for convenience of reference only and
shall in no way modify, or affect, or be considered in construing or
interpreting the meaning or construction of any of the terms or provisions
hereof.

     Section 9.10 No Reliance. The parties hereto agree that, except with
respect to the representations expressly made in this Agreement and the
instruments and documents in connection herewith, they are entering into this
Agreement and this transaction pursuant to their own respective investigations
and examinations and that no party is relying upon any representation, warranty
or statement of the other which would be relevant to their decision to enter
into this Agreement, or this transaction, other than those expressly set forth
in this Agreement or the instruments and documents in connection herewith.

     Section 9.11 Fees and Expenses. Except as otherwise provided in this
Agreement, all fees, costs and expenses incurred in connection with this
Agreement and the transactions contemplated hereby (including the fees of any
attorneys, accountants, appraisers or other engaged by such party) shall be paid
by the party incurring such fees, costs and expenses, and each of the parties
hereto represents and warrants to the other parties that no broker, finder or
other financial consultant has acted on its or his behalf in connection with
this Agreement or the transactions contemplated hereby in such a way as to

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create any liability on the other. Each of the parties hereto agrees to
indemnify and save the other harmless from any claim or demand for commission or
other compensation by any broker, finder, financial consultant or similar agent
claiming to have been employed by or on behalf of such party and to bear the
cost of legal expenses incurred in defending against any such claim.

     Section 9.12 Publicity. No party shall issue any press release or otherwise
make any public statement with respect to the execution of, or the transactions
contemplated by, this Agreement without the prior written consent of the other
party, provided, however, that any party may make any public disclosure it
believes in good faith is required by law, rule or regulation of any
governmental unit or agency or any stock exchange on which the securities of
such party may be listed (in which case the disclosing party shall advise the
other parties and provide them with a copy of the proposed disclosure and, if
practical, a reasonable opportunity to comment thereon prior to making the
disclosure).

     Section 9.13 Counterparts. This Agreement may be executed in one or more
counterparts, and by different parties hereto on separate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     Section 9.14 Alternate Dispute Resolution. If a dispute arises concerning
or related to this Agreement, it is the express intent of the parties hereto
that they commit to enter into good faith efforts to resolve the dispute at a
meeting or meetings in which officials from both parties who have authority to
settle the dispute, shall participate. The purpose of such negotiations will be
an honest effort to allow each party an opportunity to determine if the dispute
is resolvable prior to expensive and lengthy litigation. The parties shall have
complete discretion as to what procedures shall be used and what agenda shall be
discussed. Any such negotiation or series of negotiations shall be held as
confidential by all parties and the parties hereto do commit themselves that
they shall not disclose either the existence of such proceedings or the content
thereof. Any participation in or initiation of such discussions shall not be
deemed to be an admission of liability and no statement made or provided in or
related to such negotiations shall be construed as a statement against interest
or otherwise disclosed or used in any proceeding involving the parties. The
parties commit to commence these negotiations prior to litigation being filed
(except for injunctive relief); but in no event shall they commence later than
four (4) months after litigation is filed. If a party declines to participate,
the other party may request the Court to grant a stay of the litigation (except
for injunctive relief) while the parties attempt to settle the dispute through
this negotiation method, and the party declining to participate agrees not to
oppose such a stay.

     IN WITNESS WHEREOF, the Buyer and the Sellers have executed this Asset
Purchase Agreement as of the day and year first above written.


                                                FIRST CHEMICAL CORPORATION


                                                By: /s/ George M. Simmons

                                                Name: George M. Simmons

                                                Title: President


                                                CHEMFIRST FINE CHEMICALS, INC.


                                                By: /s/ R. M. Summerford

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                                                Name:  R. M. Summerford

                                                Title: Chairman


                                                ALBEMARLE CORPORATION


                                                By: /s/ Edward G. Woods

                                                Name: Edward G. Woods

                                                Title: VP, Corporate Development

ChemFirst Inc., a Mississippi corporation and parent company of CFC and First
Chem, does hereby guarantee the obligations of Sellers under, and according to
the terms of, this Asset Purchase Agreement.

                                                CHEMFIRST INC.


                                                By: /s/ R. M. Summerford

                                                Name: R. M. Summerford

                                                Title: President

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