<PAGE>   1
                                                                     EXHIBIT 2.1



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                             POLYPROPYLENE FACILITY
                                       of
                    PT. TRANS-PACIFIC POLYPROPYLENE INDONESIA

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                             SHAREHOLDERS AGREEMENT

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                                 by and between


                            NISSHO IWAI CORPORATION,

                               ITOCHU CORPORATION,

                    CEMENTHAI CHEMICALS (SINGAPORE) PTE LTD,

                             PT. POLYTAMA PROPINDO,

                              PT. TIRTAMAS MAJUTAMA


                                       AND


                     TRANS-PACIFIC CHEMICALS (PTE.) LIMITED


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                           Dated as of April 30, 1997



<PAGE>   2

                                TABLE OF CONTENTS
<TABLE>

<S>            <C>                                                                   <C>
ARTICLE I      DEFINITIONS..........................................................  2

ARTICLE II     CAPITALIZATION OF THE COMPANY;
                           FINANCING OF THE PROJECT.................................  8
                      2.1  Articles; Authorized Capital.............................  8
                      2.2  Shareholdings............................................  8
                      2.3  Formation; Initial Share Subscription....................  8
                      2.4  RESERVED................................................. 10
                      2.5  Additional Pre-agreed Funding of the Company............. 10
                      2.6  Reimbursement of Development Expenses.................... 11
                      2.7  Issuance of Additional Shares of the Company............. 11
                      2.8  Other Optional Shareholder Support....................... 12

ARTICLE III    GOVERNANCE AND MANAGEMENT OF THE COMPANY............................. 13
                      3.1  Management of the Company................................ 13
                      3.2  Bords of Directors and Commissioners..................... 13
                      3.3  Requisite Shareholder Majorities......................... 16
                      3.4  Books and Records; Inspection; Confidentiality........... 18
                      3.5  Negotiation of Basic Agreements.......................... 20
                      3.6  Further Administration of the Company.................... 20

ARTICLE IV     OTHER COVENANTS OF THE PARTIES....................................... 22
                      4.1  Governmental Consents.................................... 22
                      4.2  Publicity................................................ 22
                      4.3  Feedstock Arrangements................................... 23
                      4.4  Offtake Arrangements..................................... 23
                      4.5  Utilities and Services Provided by TPPI.................. 24

ARTICLE V      REPRESENTATIONS AND WARRANTIES....................................... 24
                      5.1  Status and Authority; Binding Effect..................... 24
                      5.2  Consents................................................. 25
                      5.3  Compliance with Other Instruments and Laws............... 25
                      5.4  Litigation............................................... 25
                      5.5  Brokers.................................................. 26

ARTICLE VI     RESTRICTIONS ON TRANSFER AND ISSUANCE OF SHARES............... ...... 26
                      6.1  Transfer Restrictions.................................... 26
                      6.2  Transfers to Affiliates and Other Parties; Certain 
                           Pledges.................................................. 27
                      6.3  Right of First Offer..................................... 27
                      6.4  Prohibited Transfers..................................... 29
                      6.5  Involuntary Transfers of Shares.......................... 30
</TABLE>



                                       i

<PAGE>   3
<TABLE>

<S>            <C>                                                                   <C>
                      6.6  Change of Control........................................ 30

ARTICLE VII    DEFAULT.............................................................. 31
                      7.1  Events of Default........................................ 31
                      7.2  Default Notice; Cure Period.............................. 32
                      7.3  Rights of Defaulting Party............................... 32
                      7.4  Right to Cure............................................ 32
                      7.5  Option to Purchase Defaulting Party's Shares............. 32
                      7.6  Other Remedies........................................... 33

ARTICLE VIII   INDEMNIFICATION...................................................... 33
                      8.1  Indemnification.......................................... 33
                      8.2  Indemnification Procedures............................... 33

ARTICLE IX     DISPUTE RESOLUTION................................................... 34
                      9.1  Mutual Discussions....................................... 34
                      9.2  Submission of Disputes to Arbitration.................... 34
                      9.3  Arbitrators.............................................. 35
                      9.4  Arbitral Award........................................... 35
                      9.5  Enforcement of Award..................................... 35
                      9.6  Continuing Obligations................................... 36
                      9.7  Punitive Damages......................................... 36
                      9.8  Consolidation of Arbitrations............................ 36
                      9.9  Timeframe................................................ 36
                      9.10 Confidentiality.......................................... 36
                      9.11 Discovery................................................ 37

ARTICLE X      MISCELLANEOUS........................................................ 37
                      10.1  Term and Termination.................................... 37
                      10.2  Assignment.............................................. 38
                      10.3  Waiver, Amendment, etc.................................. 38
                      10.4  Further Assurances.......................................38
                      10.5  Survival of Representations and Warranties.............. 39
                      10.6  No Partnership.......................................... 39
                      10.7  Notices................................................. 39
                      10.8  Expenses................................................ 40
                      10.9  Third-Party Beneficiaries............................... 41
                      10.10 Governing Law........................................... 41
                      10.11 Severability............................................ 41
                      10.12 Miscellaneous........................................... 41

EXHIBIT A      Description of the Facilities........................................A-1
</TABLE>



                                       ii
<PAGE>   4

           This Shareholders Agreement (the "Agreement") is entered into as of
April 30, 1997, between Nissho Iwai Corporation, a company organized under the
laws of Japan ("NIC"), ITOCHU Corporation, a company organized under the laws of
Japan ("ITOCHU"), Cementhai Chemicals (Singapore) Pte Ltd, a company organized
under the laws of the Republic of Singapore ("Cementhai"), PT. Polytama
Propindo, a company organized under the laws of the Republic of Indonesia
("Polytama"), PT. Tirtamas Majutama, a company organized under the laws of the
Republic of Indonesia and the majority shareholder of Polytama ("Tirtamas") and
Trans-Pacific Chemicals (Pte.) Limited, a company organized under the laws of
the Republic of Singapore and a Tirtamas affiliate ("TPCL").


                              W I T N E S S E T H:

           WHEREAS, Tirtamas and TPCL were granted approval from Badan
Koordinasi Penanaman Model (Investment Coordinating Board) ("BKPM") on 7 October
1996 for the construction in Indonesia of a polypropylene facility;

           WHEREAS, pursuant to such BKPM approval, a limited liability company
is being formed under the laws of the Republic of Indonesia, which shall be
named PT. Trans-Pacific Polypropylene Indonesia (the "Company") to construct,
own and operate a polypropylene facility as described in an exhibit that,
subject to the approval of all Parties, shall be attached hereto as Exhibit A
(the "Facilities") at a site located in Tuban, East Java, Indonesia (the "Site")
and to market the products manufactured by the Facilities (the foregoing
activities, together with all activities directly related thereto, the
"Project");

           WHEREAS, the Facilities are currently estimated to cost approximately
US$140,000,000 million and produce per year approximately 200,000 metric tons
of polypropylene;

           WHEREAS, Tirtamas, ITOCHU, NIC and Tuban Petrochemicals Pte Ltd, a
company organized under the laws of the Republic of Singapore and a Cementhai
affiliate, inter alia, are parties to the Shareholders Agreement dated as of the
date hereof (as may be amended from time to time, the "TPPI Shareholders
Agreement") in respect of the acquisition of shares in, and ownership and
management of, PT. Trans-Pacific Petrochemical Indotama, a Tirtamas affiliate
organized under the laws of the Republic of Indonesia ("TPPI"), in connection
with TPPI's construction, ownership and operation of an olefins and aromatics
complex (the "Upstream Facilities") at, adjacent to, or in the general vicinity
of, the Site, which



<PAGE>   5

Upstream Facilities are intended to manufacture (among other products) and
supply to the Company, the propylene to be used by the Company as feedstock for
its intended operations;

           WHEREAS, Polytama, NIC, ITOCHU and Cementhai desire to cooperate in
the establishment and financing of the Company and to become shareholders in the
Company;

           WHEREAS, Polytama, NIC, ITOCHU and Cementhai desire to enter into
this Agreement in order to provide for the formation of the Company and
subscription of shares in the Company and to regulate the relations of the
shareholders of the Company with respect to their ownership and management of
the Company; and

           WHEREAS, Tirtamas and TPCL desire to enter into this Agreement solely
for the purposes set forth in Sections 2.3(a) and 2.6;

           NOW, THEREFORE, the parties agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

           1.1 The following capitalized terms used in this Agreement shall have
the following meanings:

           "Affiliate" shall mean, with reference to any Person, any Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "control" shall mean the direct or indirect
ownership of more than 50% of voting power.

           "Affirmative Party" shall have the meaning set forth in Section
3.3(d).

           "Antidilutive Offeree" shall have the meaning set forth in Section
6.3(d).

           "Articles" shall mean the Articles of Association of the Company as
may be amended from time to time in accordance with this Agreement.



                                        2

<PAGE>   6

           "BKPM" shall have the meaning set forth in the first recital.

           "Basic Agreements" shall mean the EPC Contract; the Financing
Agreements; all agreements entered into by the Company on or before the
Financial Closing providing for the long-term supply, or long-term stand-by
arrangement for the supply, of feedstock to the Projects; and all Offtake
Agreements; as each may be amended from time to time in accordance with its
terms.

           "Budget" shall have the meaning set forth in Section 3.6(a).

           "Budget Deadlock" shall have the meaning set forth in Section 3.6(b).

           "Capital Notice" shall have the meaning set forth in Section 2.7(a).

           "Change of Control" shall mean with respect to any company the
acquisition of the power to direct or to cause the direction of the management
and policies of such company by any Person (or group of Persons acting in
concert) that does not, as of the date of this Agreement have such power,
whether such transaction is voluntary or involuntary and including, without
limitation, any merger, amalgamation or consolidation or similar transaction.
For purposes of the foregoing, a Change of Control shall not include the
acquisition of such power by way of a transfer from Tirtamas to one or more of
its Affiliates.

           "Claimant" shall have the meaning set forth in Section 9.2.

           "COC Entity" shall have the meaning set forth in Section 6.6(a).

           "COC Entity Shares" shall have the meaning set forth in Section
6.6(a).

           "Damages" shall have the meaning set forth in Section 8.1.

           "Default Notice" shall have the meaning set forth in Section 7.2.

           "Dispute" shall have the meaning set forth in Section 9.1.

           "EPC Contract" shall mean the definitive contract for the
engineering, procurement and construction of the Facilities.

           "Event of Default" shall have the meaning set forth in Section 7.1.



                                        3

<PAGE>   7

           "Facilities" shall have the meaning set forth in the second recital.

           "Fair Market Value" means the price a purchaser who is not a Party or
an Affiliate of any Party would pay in an arm's length negotiation to purchase
the subject Shares or such other price as determined by the appraisers in
accordance with Section 6.6(b).

           "Financial Closing" shall mean the date of the first closing under
the Financing Agreements.

           "Financing Agreements" shall mean the agreements between the Company
and various lenders for the purpose of financing the Project in accordance with
the terms of this Agreement.

           "Fully Subscribing Party" shall have the meaning set forth in Section
2.7(b).

           "Further Capital Notice" shall have the meaning set forth in Section
2.7(b).

           "HDPE Project" shall have the meaning set forth in the TPPI
Shareholders Agreement.

           "ICC" shall have the meaning set forth in Section 9.2.

           "ICC Court" shall have the meaning set forth in Section 9.3.

           "Indemnitee" shall have the meaning set forth in Section 8.2(a).

           "Indemnitor" shall have the meaning set forth in Section 8.2(a).

           "Interested Party" shall mean a Party, an Affiliate of any Party, and
any employee, officer and director of any such Party or Affiliate.

           "Involuntary Transfer Notice" shall have the meaning set forth in
Section 6.5(a).

           "JTC Polypropylene Fixed Offtake Agreement" shall mean a long-term
fixed offtake agreement providing for the sale of the volume of Products set
forth in Section 4.4(a), entered into by the Company with NIC and ITOCHU.



                                        4

<PAGE>   8

           "LDPE Project" shall have the meaning set forth in the TPPI
Shareholders Agreement.

           "Lenders" shall mean the lenders under the Financing Agreements.

           "Liens" shall have the meaning set forth in Section 5.3.

           "Negative Party" shall have the meaning set forth in Section 3.3(d).

           "Negotiation Period" shall have the meaning set forth in Section
6.6(b).

           "Net Worth" shall mean the positive difference (if any) between the
Company's total assets (excluding intangible assets) and the Company's total
liabilities, each as shown on the balance sheet of the Company's most recent
quarterly financial statements prepared in accordance with Section 3.4(a)
(which, if required for this purpose, shall be subject to a review by the
Company's independent auditors.)

           "New Securities" shall have the meaning set forth in Section 2.7(a).

           "Non-COC Party" shall have the meaning set forth in Section 6.6(a).

           "Offer Notice" shall have the meaning set forth in Section 6.3(a).

           "Offer Price" shall have the meaning set forth in Section 6.3(a).

           "Offered Shares" shall have the meaning set forth in Section 6.3(a).

           "Offerees" shall have the meaning set forth in Section 6.3(a).

           "Offtake Agreements" shall mean the JTC Polypropylene Fixed Offtake
Agreement and one or more of the long-term standby offtake agreements entered
into by the Company with, respectively, NIC and ITOCHU, Tirtamas and its
affiliates and Cementhai and its affiliates, pursuant to Section 4.4(b).

           "Participating Interest" shall mean, with respect to a Party, the
equity interest of such Party in the Company as set forth in Section 2.2, as may
be changed or modified from time to time by transfers of Shares and, except with
respect to



                                        5

<PAGE>   9

determination of obligations of the Parties in connection with providing
shareholder support, issuances of Shares.

           "Party" shall mean any Person as to which this Agreement is effective
pursuant to the provisions hereof other than Tirtamas and TPCL.

           "Permitted Transferee" shall have the meaning set forth in Section
6.2(a).

           "Person" shall mean any individual, corporation, partnership, joint
venture, association, joint stock company, business, trust, non-incorporated
organization or government (foreign or domestic) or any agency or political
subdivision thereof or any other entity.

           "Pre-agreed Additional Capital" shall have the meaning set forth in
Section 2.5(a).

           "Prior Budget" shall have the meaning set forth in Section 3.6(b).

           "Products" shall mean the polypropylene products manufactured by the
Facilities.

           "Project" shall have the meaning set forth in the second recital.

           "Related Party Support" shall have the meaning set forth in Section
2.8.

           "Remaining New Securities" shall have the meaning set forth in
Section 2.7(b).

           "Remaining Shares" shall have the meaning set forth in, for purposes
of Section 6.3, Section 6.3(d).

           "Request for Arbitration" shall have the meaning set forth in Section
9.2.

           "Respondent" shall have the meaning set forth in Section 9.2.

           "Selling Shareholder" shall have the meaning set forth in Sec- tion
6.3(a).



                                        6

<PAGE>   10

           "Shareholder Loans" shall have the meaning set forth in Sec- tion
2.5(c).

           "Shares" shall mean the shares of any class of stock of the Company.

           "Site" shall have the meaning set forth in the second recital.

           "SM Project" shall have the meaning set forth in the TPPI
Shareholders Agreement.

           "Subscription Notice" shall have the meaning set forth in Sec- tion
2.7(b).

           "TPPI Articles" shall mean the Articles of Association of TPPI as may
be amended from time to time.

           "TPPI EPC Contract" shall mean the definitive contract for the
engineering, procurement and construction of the Upstream Facilities.

           "TPPI Shareholders Agreement" shall have the meaning set forth in the
fourth recital.

           "Transfer" shall have the meaning set forth in Section 6.1(a).

           "Transferee" shall have the meaning set forth in Section 6.1(a).

           "Upstream Facilities" shall have the meaning set forth in the fourth
recital.



                                        7

<PAGE>   11

                                   ARTICLE II

                         CAPITALIZATION OF THE COMPANY;
                            FINANCING OF THE PROJECT

           2.1 Articles; Authorized Capital.

           (a) In the event of any conflict or inconsistency between this
Agreement and the Articles, the provisions of this Agreement, as among the
Parties, shall govern, except as otherwise expressly provided herein. The
Parties shall take all steps necessary to effect any amendment or alteration of
the Articles of Association as may be necessary to carry out the intent and
terms of the Agreement.

           (b) The initial authorized share capital of the Company is
US$11,200,000 divided into 112,000 shares, each having a par value of US$100.
The Parties agree to increase prior to the commencement of commercial operations
the authorized share capital to approximately US$112,000,000.

           2.2 Shareholdings.

Immediately following the initial subscriptions set forth in Section 2.3, the
Shares in the Company, each having a par value of US$100, shall be owned by the
Parties in the following proportions:

<TABLE>
<CAPTION>
             Participating Interest Percentage                 Shares
             ---------------------------------                 ------
<S>                                <C>                         <C>  
      NIC                           4%                           1,120
      Cementhai                    10%                           2,800
      Polytama                     82%                          22,960
      ITOCHU                        4%                           1,120
</TABLE>

           2.3 Formation; Initial Share Subscription

           (a) Following the execution and delivery of this Agreement, for the
purposes of facilitating the incorporation of the Company and obtaining the
approval of its status, the Parties, Tirtamas and TPCL agree to obtain an
amendment to the existing BKPM approval referred to in the first recital in
order to reflect the correct shareholders of the Company as set forth in Section
2.2. Each of Tirtamas and TPCL hereby relinquish to the Parties any and all
rights under the BKPM approval referred to in the first recital and upon the
approval of the BKPM, agree



                                        8

<PAGE>   12



to take any additional steps necessary to transfer to the Parties any of the
rights and interests Tirtamas and TPCL may have in the Project and the Company.
It is understood that, apart from the provisions of this Section 2.2(a) and
Section 2.6, Tirtamas and TPCL shall have no direct rights or obligations under
this Agreement.

           (b) Following the execution and delivery of this Agreement, the
Parties shall cooperate to jointly form and incorporate the Company as a limited
liability company under the laws of the Republic of Indonesia. The Participating
Interest of the Parties as at the date of formation of the Company shall be as
set forth in Section 2.2. As soon as practicable, the Parties shall negotiate in
good faith in order to agree upon the text of, and finalize and execute, the
Deed of Establishment, shall submit such Deed of Establishment to the Ministry
of Justice of the Republic of Indonesia (the "MOJ") for approval, and shall take
such further action as may be necessary to establish the Company in accordance
with the laws of Indonesia. The Deed of Establishment shall, to the extent
acceptable to the MOJ, incorporate the terms of this Agreement. Following MOJ
approval, the articles of association which form a portion of the Deed of
Establishment shall constitute the Articles of the Company. Any revisions to the
articles of association which form a portion of the Deed of Establishment
required by the MOJ shall be subject to the Parties' unanimous approval.

           (c) Upon the execution of the Deed of Establishment, and upon the
terms and conditions set forth herein, each of the Parties hereby severally
agree to subscribe for an amount of Shares that is equal to the Shares set forth
in Section 2.2 with respect to each such Party, in each case having a par value
of US$100, and immediately thereupon to deliver to a PMA account established by
or on behalf of the Company by wire transfer of immediately available funds
fifty percent (50%) of the aggregate purchase price in United States dollars of
the respective Shares being purchased by such Party at a price per Share of
US$100.

           (d) On or before the seventh day following the receipt by each of the
Parties of the approval by the MOJ of the Deed of Establishment (or such earlier
date as may otherwise be required by law), each of the Parties hereby severally
agree to deliver to the Company by wire transfer of immediately available funds
the outstanding amounts, if any, due to the Company in respect of the Shares
previously subscribed for by such Party that have not been fully paid up.

           (e) In the event that any payment to be made under (c) or (d) above
is not made within seven days after being due, the relevant Party shall pay
interest at a rate per annum equal to the sum of the prime rate quoted by the
Bank



                                        9

<PAGE>   13

of America plus 3.0% on the amount payable from the date such payment was
initially due through the date of full payment thereof. All payments for or in
respect of the unpaid par value of the Shares shall be made in United States
dollars and may not be paid in-kind.

           2.4 RESERVED

           2.5 Additional Pre-agreed Funding of the Company.

           (a) It is understood and agreed that up to US$67,200,000 of
additional capital ("Pre-agreed Additional Capital") will be made available by
the Parties at such time or times as the Board of Directors may determine in
order to provide the funds required to make payments due under the EPC Contract
and other Project costs and expenses in accordance with a Budget approved in
accordance with Section 3.3 to the extent that funds are not available for this
purpose under the Financing Agreements or are required by the Lenders.

           (b) RESERVED

           (c) Subject to the provisions of the Financing Agreements, Pre-
agreed Additional Capital shall be provided in such form as shall be specified
by the Board of Directors, which may include loans by Shareholders (or
Affiliates thereof) to the Company ("Shareholder Loans"), additional paid-in
capital, additional authorized and issued Shares, or a combination thereof. Any
additional paid-in capital contributed by the Parties pursuant to or
contemplated by Section 2.5 shall be contributed by each Party in proportion to
its Participating Interest. Any additional Shares issued by the Company pursuant
to or contemplated by Section 2.5 shall be subscribed for by, issued to and paid
for by each Party in proportion to its Participating Interest. Any Shareholder
Loans made pursuant to or contemplated by Section 2.5 shall be made to the
Company by each Party in proportion to its Participating Interest.

           Any Shareholder Loans shall be subordinated, on terms to be set forth
in the Financing Agreements, to the loans made to the Company by the Lenders.
Shareholder Loans shall be made in United States dollars unless otherwise agreed
by the Board of Directors. No Party shall Transfer, or allow any Affiliate of
such Party to Transfer, any Shareholder Loan except concurrently with, in
proportion to, and to the same party as, a Transfer of Shares by such Party in
accordance with the provisions of Article VI.



                                       10

<PAGE>   14

           (d) Notwithstanding any provision to the contrary in this Agreement,
the obligation of any Party (unless otherwise agreed by such Party) to provide
any funding or financial support to the Project and the Company shall be limited
to its purchase of Shares in accordance with Section 2.3 and its obligations
with respect to the Pre-agreed Additional Capital as set forth in this Section
2.5.

           2.6 Reimbursement of Development Expenses. Promptly after the initial
subscription of Shares pursuant to Section 2.3, the Parties shall cause the
Company, upon the provision of receipts or other such documentation, to
reimburse Tirtamas and its Affiliates for all previously unreimbursed expenses
incurred in forming and establishing the Company and in funding its operations
prior to the time when all of the Company's operations were funded by capital
contributions. After the initial purchase of Shares pursuant to Section 2.3, it
is intended that all expenses of operating the Company and constructing and
financing the Project, including the fees of counsel, shall be paid for by the
Company from funds provided by the Parties in accordance with Sections 2.2 and
2.5 or from funds provided by the Lenders. Each Party shall bear its own
expenses, including the expenses of counsel, in connection with the negotiation
and entering into of this Agreement, any Basic Agreement to which it is a party
and the Financing Agreements.

           2.7 Issuance of Additional Shares of the Company. Except as provided
in Section 2.5, the Parties shall cause the Company not to issue any Shares or
any other securities or instruments convertible into or exchangeable for Shares,
or any rights or options to purchase any of the foregoing except pursuant to
this Section 2.7.

           (a) If the Company proposes to issue Shares or any other securities
or instruments convertible into or exchangeable for Shares, or any rights or
options to purchase any of the foregoing (collectively, "New Securities"), it
shall give to each Party written notice (a "Capital Notice") specifying the
terms of the proposed New Securities, including the amount or number and their
price.

           (b) For a period of sixty (60) days from the date of any Capital
Notice, each Party may elect at its option, by written notice to the Company (a
"Subscription Notice"), to subscribe for a portion of the New Securities not
greater than its Participating Interest. At the end of such sixty-day period,
(i) the Company shall give to each Party written notice of which Parties have
subscribed for New Securities and the number of New Securities for which each
such Party has subscribed and (ii) if the Parties do not subscribe collectively
for the total number of New Securities set forth in the Capital Notice, the
Company shall give to each



                                       11

<PAGE>   15

Party that had subscribed for the full number of New Securities to which it was
entitled to subscribe (any such Party, a "Fully Subscribing Party") written
notice (a "Further Capital Notice") specifying the number of such unsubscribed
New Securities ("Remaining New Securities"). For a period of fifteen (15) days
from the date of any Further Capital Notice, each Fully Subscribing Party may
elect, by giving a further Subscription Notice to the Company, to subscribe for
a portion of such Remaining New Securities not greater than the portion that the
total number of Shares held by such Fully Subscribing Party bears to the total
number of Shares owned by all Fully Subscribing Parties. If the Fully
Subscribing Parties do not subscribe collectively for the total number of
Remaining New Securities set forth in the Further Capital Notice, the procedures
set forth in the two immediately preceding sentences shall be repeated, mutatis
mutandis, until all the Remaining New Securities are subscribed for or until no
Party elects to subscribe for any more Remaining New Securities.

           (c) Each Subscription Notice shall constitute a binding commitment of
the Party giving the same to purchase from the Company the number of New
Securities set forth therein, at the price and on the terms set forth in the
Capital Notice. Any New Securities not subscribed for by the Parties in
accordance with Section 2.7(b) shall first be offered to the employees of the
Company if required by the Articles or applicable law and, if not fully
subscribed by such employees (or no such offer to employees is required), the
Remaining New Securities may be offered to any Person at a price not less than
that and on terms not more favorable to the purchaser than those stated in the
Capital Notice. For the avoidance of doubt, any Shares issued pursuant to this
Section 2.7 shall be subject to the restrictions on transfer set out in this
Agreement.

           (d) Sections 2.7(a), (b) and (c) shall not apply where the issuance
of New Securities will consist of an offer to the public. In the event an offer
to the public is to be made by the Company, each Party shall waive any
pre-emptive rights it may have under law, this Agreement or the Articles, and
the Company shall ensure that each Party which provides acceptable indications
of interest to the underwriters of such an offering is permitted to purchase in
the offering up to the number of Shares equal to its Participating Interest
multiplied by the total Shares to be offered.

           2.8 Other Optional Shareholder Support. Except as provided in Section
2.5, the Parties shall cause the Company not to borrow funds from or otherwise
incur long-term indebtedness with any Party or any Affiliate of any Party
("Related Party Support") except pursuant to this Section 2.8. If the Company



                                       12

<PAGE>   16

proposes to incur Related Party Support, it shall provide each Party the
opportunity to provide such support pro rata based upon the Participating
Interest of each Party. If any Party declines to participate, such Related Party
Support may only be incurred by the Company to the extent that such support is
provided at market rates and on market terms not less favorable to the Company
than as though negotiated at arms-length.


                                   ARTICLE III

                    GOVERNANCE AND MANAGEMENT OF THE COMPANY

           3.1 Management of the Company.

           (a) The Company shall be managed by the Board of Directors. The Board
of Commissioners (or Supervisory Board) shall supervise the management of the
Company by the Board of Directors.

           (b) So long as NIC and ITOCHU are entitled under this agreement to
appoint one (1) or more persons to the Board of Directors, NIC and ITOCHU shall
be entitled to jointly appoint one (1) person to a senior officer level position
which initially shall be an Audit Vice President, it being understood that such
position shall be held by the individual who holds the similar position with
respect to the Upstream Facility. Such officer's position and title may be
changed from time to time with the approval of the Shareholders in accordance
with Section 3.3 and NIC and ITOCHU. All other officers of the Company shall be
appointed only with the approval of the Shareholders in accordance with Section
3.3.

           3.2 Boards of Directors and Commissioners.

           (a) The Board of Directors and the Board of Commissioners shall each
consist of eight (8) persons. One director shall be designated the President
Director, and one commissioner shall be designated the President Commissioner.
Polytama shall have the right to nominate and appoint (i) six (6) persons to the
Board of Directors, one of whom Polytama shall have the right to nominate and
appoint to the position of President Director and (ii) six (6) persons to the
Board of Commissioners, one of whom Polytama shall have the right to nominate
and appoint to the position of President Commissioner; and Cementhai shall have
the right to nominate and appoint one (1) person to the Board of Directors and
one (1) person to the Board of Commissioners; provided, however, that Polytama
shall be entitled



                                       13

<PAGE>   17

to appoint one less person to the Board of Directors and one less person to the
Board of Commissioners for each 12.5% reduction in the aggregate ownership of
Shares in the Company of Polytama below an aggregate ownership level of 50% of
the total issued and outstanding Shares; and provided further that if the
aggregate ownership of Shares in the Company of Polytama is reduced below 50% of
the total issued and outstanding Shares, the President Director and President
Commissioner shall be nominated and appointed by the Shareholders in accordance
with Section 3.3(a). Upon the reduction of the aggregate ownership by Polytama
of Shares in the Company to 0% of the total issued and outstanding Shares,
Polytama shall not be entitled to appoint any persons to the Board of Directors
or the Board of Commissioners. The entity acquiring the largest percentage of
Shares which have resulted in such reduction shall be entitled to appoint such
number of persons to the Board of Directors and such number of persons to the
Board of Commissioners as Polytama has been reduced.

           Each other Party who owns or group of Parties who in the aggregate
own at least 10% of the Shares in the Company shall have the right to nominate
and appoint one person to the Board of Directors and one person to the Board of
Commissioners. For purposes of the foregoing sentence, the indirect ownership
interest in the Company of a Party that directly own Shares will be aggregated
with the Shares such Party directly owns to determine whether such Party shall
be entitled to nominate and appoint persons to the Board of Directors and Board
of Commissioners. Each Party shall vote its Shares to elect the Directors and
Commissioners nominated according to the provisions of this Section 3.2(a).

           (b) Any Director or Commissioner nominated by a Party pursuant to
Section 3.2(a) may be removed by the Party that nominated such Director or
Commissioner, and each Party shall take (and shall cause the Commissioner(s) and
Director(s) nominated by it to take) all such actions as may be required to
effect such removal, including voting its Shares at a General Meeting of
Shareholders for such removal.

           (c) Each Party shall cause the Commissioner(s) and Director(s)
nominated by it to vote at any meeting of the Board of Commissioners or Board of
Directors, as the case may be, and shall vote its Shares at any General Meeting
of Shareholders of the Company in such a way as to give effect to the provisions
and objectives of this Agreement and resolutions of the Shareholders. In
furtherance of the foregoing, the Company may not take, and each Party agrees
that it shall cause the Commissioner(s) and Director(s) nominated by it to vote
at any meeting of the Board of Commissioners or Board of Directors, as the case
may be, to cause the



                                       14

<PAGE>   18

Company not to take, any action set forth in paragraphs (b) or (c) of Section
3.3 unless it has been approved by the Parties in accordance with Section 3.3.

           (d) Vacancies on either the Board of Directors or the Board of
Commissioners shall be filled by the Party who had nominated the person whose
departure had created the vacancy unless such departure was pursuant to Section
7.5 hereof in which case the vacancy shall be filled by a person nominated by a
majority vote of the non-defaulting Parties.

           (e) The President Director shall be entitled to represent and act for
and on behalf of the Board of Directors as authorized or directed by the Board
of Directors and in his absence or disability for any reason whatsoever, two
members of the Board of Directors jointly shall be entitled to do so provided
that one such member of the Board of Directors was nominated by Polytama. The
President Commissioner shall be entitled to represent and act for and on behalf
of the Board of Commissioners as authorized or directed by the Board of
Commissioners and in his absence or disability for any reason whatsoever, two
members of the Board of Commissioners jointly shall be entitled to do so
provided that one such member of the Board of Commissioners was nominated by
Polytama.

           (f) A meeting of the Board of Directors or of the Board of
Commissioners is valid and is entitled to pass binding resolutions only if (i)
notice is duly given of a meeting of the Board of Directors or Board of
Commissioners in accordance with the Articles and (ii) at least five members of
the Board of Directors or at least five members of the Board of Commissioners,
respectively, are present or represented at the meeting, including at least one
Director or one Commissioner, as the case may be, nominated by Polytama.

           (g) All resolutions of a meeting of the Board of Directors and of the
Board of Commissioners shall be valid and binding if approved by more than 50%
of the total Directors or Commissioners attending, including the affirmative
vote of one Director or Commissioner, as the case may be, nominated by Polytama.
The Board of Directors and the Board of Commissioners shall not take a decision
on actions or activities that require the approval of the Parties under Section
3.3(b) or (c) unless such activities have been approved by the Parties in the
manner provided therein.



                                       15

<PAGE>   19

           3.3 Requisite Shareholder Majorities.

           (a) Other than as required in Section 3.3(b) or (c), any action or
decision of the Company shall require the affirmative vote of shareholders
holding more than 60% of the issued and outstanding Shares present or
represented and entitled to vote at a duly convened General Meeting of
Shareholders.

           (b) The following actions shall require the affirmative vote of
shareholders holding more than 85% of the issued and outstanding Shares present
or represented and entitled to vote at a duly convened General Meeting of
Shareholders:

               (i) incurring expenditures which are not in the annual business
        plan in excess of US$10,000,000 or the equivalent thereof in other
        currencies in any calendar year, other than in the ordinary course of
        business or ordinary course of operation of the Facilities;

               (ii) borrowing or otherwise incurring debt (excluding any debt
        provided for in Section 2.5 hereof) in excess of US$10,000,000 or the
        equivalent thereof in other currencies in any calendar year, other than
        as permitted under this Agreement or the Financing Agreements or in the
        ordinary course of business or ordinary course of operation of the
        Facilities;

               (iii) causing the Company to enter into any transaction or a
        series of related transactions involving in excess of US$10,000,000 by
        the Company or the equivalent thereof in other currencies in any
        calendar year, other than pursuant to this Agreement or any Basic
        Agreement and other than a transaction for the provision by the Company
        of utilities and services contemplated by Section 4.5 or involving the
        sale of Products by the Company;

               (iv) any material sale or pledge, assignment, mortgage or other
        encumbrance of assets of the Company other than as provided in the
        Financing Agreements;

               (v) the execution of any agreement (other than a Basic Agreement,
        an agreement for the provision to the Company of utilities and services
        contemplated by Section 4.5 or any agreement for the sale of Products by
        the Company) with an Interested Party on terms less favorable to the
        Company than if negotiated at arm's-length;



                                       16

<PAGE>   20

               (vi) the amendment or modification of those articles of the
        Articles that are comparable to the following articles of the TPPI
        Articles: 5.1, 9.1, 11.1, 12.1, 13.1, 14.1, 14.10, 17, 18, 19, 21;

               (vii) any merger or consolidation of the Company with or into any
        other person, any liquidation or dissolution of the Company, or the
        filing by the Company of any voluntary petition of bankruptcy or
        insolvency;

               (viii) the establishment of the Company's annual business plan,
        including annual operating and capital expenditure budgets, and any
        material deviations therefrom;

               (ix) causing the Company to significantly change its business
        activities or to cease any of its important business activities;

               (x) the granting of any loan, guarantees or credit in excess of
        US$1,000,000, other than in the ordinary course of business or ordinary
        course of operation of the Facilities;

               (xi) entering into any partnership or profit sharing agreement or
        joint venture with any person;

               (xii) any material expansion or debottle-necking of the
        Facilities beyond the scope set forth in Exhibit A; and

               (xiii) except as provided in Section 3.2(b), the removal of
        Commissioners and Directors without cause.

           (c) The following actions shall require the affirmative vote of
shareholders holding more than 92% of the issued and outstanding Shares present
or represented and entitled to vote at a duly convened General Meeting of
Shareholders:

               (i) the execution and delivery by the Company of any Basic
        Agreement or any material amendment of, or material waiver with respect
        to, any provision of any Basic Agreement; and

               (ii) any sale by the Company (other than pursuant to a Basic
        Agreement) of a Product to an Interested Party if such sale is made on
        terms less favorable to the Company than the terms generally available
        in the market for



                                       17

<PAGE>   21

        comparable sales if the aggregate volume of all such sales to Interested
        Parties during any period of 12 consecutive months exceeds 2% of the
        aggregate production volume during such 12 month period.

           (d) Each Party agrees that, in voting the Shares owned by it with
respect to the actions described in Sections 3.3(b) and (c), it will act in the
best interests of the Company, as determined in the good faith business judgment
of such Party. If at a General Meeting of the Shareholders, more than 51% but
less than the majority of the issued and outstanding Shares required by Section
3.3(b) or (c) are voted to take such action, a Party who voted to take such
action (an "Affirmative Party") may by notice to any Party who voted in
opposition to, or abstained with respect to, such action (a "Negative Party")
initiate a determination as to whether such Negative Party(ies) failed to act in
accordance with the preceding sentence. Such determination shall be made in
accordance with Article IX, except that a single arbitrator shall be used and
shall be selected by the same procedure specified for an arbitration between
more than two parties. The Parties shall endeavor to cause such arbitration to
be conducted as expeditiously as possible, and in any event shall endeavor to
obtain such a determination with 60 days of the giving of such notice. If the
arbitrator determines that the Negative Party(ies) did not act in accordance
with the first sentence of this Section 3.3(d), (i) the majority required to
approve the action at issue shall thenceforth be reduced (but not below 51%) by
the percentage of Shares owned by the Negative Party(ies) and (ii) the Negative
Party(ies) shall bear all expenses relating to such determination (including
reasonable attorneys' fees and disbursements of the Affirmative Party(ies)).
Otherwise, all expenses relating to such determination (including reasonable
attorneys' fees and disbursements of the Negative Party(ies)) shall be borne by
the Affirmative Party(ies). Any determination by the arbitrator pursuant to this
Section 3.3(d) shall not give rise by any Party to a claim for damages or other
relief against any Party except as specifically provided in this paragraph.

           (e) In addition to any other quorum requirements specified in the
Articles, a General Meeting of Shareholders shall be valid and entitled to adopt
binding resolutions only if at least two shareholders are present or represented
at such meeting, one of whom must be a shareholder other than Polytama.

           3.4 Books and Records; Inspection; Confidentiality.

           (a) The Parties shall cause the Company to keep true and accurate
accounting books and records of all operations. Such books and records
(including the minutes, accounts and reports to and by the Board of Directors)
shall be kept in



                                       18

<PAGE>   22

English and in U.S. Dollars and in accordance with such international accounting
principles as are required by the Lenders and under Indonesian law, applied on a
consistent basis, and approved by the Parties in accordance with Section 3.3.
The Parties shall cause the Company to deliver quarterly unaudited financial
statements to each Party within 30 days following the end of each of the first
three fiscal quarters of each fiscal year. The Parties shall cause the Company
to deliver to each Party audited annual financial statements within four months
following the end of each fiscal year.

           (b) Each Party and its duly authorized representatives (including
internal and external auditors) shall be permitted, and the Parties shall cause
the Company to allow each Party and such representatives, to visit and inspect
any of the Project operations and any of the properties and assets of the
Company, including the books of account of the Company, and to make copies and
take extracts therefrom, and to discuss its affairs, finances and accounts with
its officers and independent public accountants (and the Parties shall cause the
Company to authorize such accountants to discuss with such representatives the
affairs, finances and accounts of the Company), all at the cost and expense of
the requesting Party and at such reasonable times and as often as may be
reasonably requested.

           (c) Each Party shall, and shall cause its Affiliates and their
respective directors, officers, employees, auditors, counsel, agents,
representatives, consultants and financial institutions to, keep confidential
any and all information relating to the Project, the Company or this Agreement
that is provided to such Party or its Affiliates by the Company, any other Party
or any Affiliate thereof, and each Party shall not disclose (other than to its
directors, officers, employees, agents, directors, auditors or counsel or to the
other Parties) or use (other than for the sole purpose of implementing the
Project) any such information, provided that such Party may (v) disclose or use
any such information as has become generally available to the public other than
through a breach of this Agreement by such Party, (w) disclose or use any such
information as is already in such Party's possession, provided that such
information is not known to such Party to be subject to another confidentiality
agreement or other obligation of secrecy, (x) disclose or use such information
as becomes available to such Party on a non-confidential basis from a source
other than another Party hereto or such other Party's directors, officers,
employees, agents, auditors or counsel, provided that such source is not known
by such Party to be bound by a confidentiality agreement or other obligation of
secrecy, (y) disclose or use such information as may be required in any report,
statement or testimony required to be submitted to any municipal, state or
national regulatory body having or claiming to have jurisdiction over it, or as
may be otherwise required by law,



                                       19

<PAGE>   23

regulation, binding court order or other governmental authority, or as may be
required in response to any summons or subpoena or in connection with any
litigation or (z) disclose any such information to (i) a prospective transferee
in connection with any permitted transfer by such Party or its Affiliates of any
Shares or; with the prior written consent of the other Parties such consent not
to be unreasonably withheld, of any other interest in any Shares; (ii) potential
lenders to and arrangers, underwriters, purchasers etc. of financing to the
Company or to a Party (or its Affiliates), and (iii) contractors and
subcontractors of the Company, to the extent necessary to implement the Project,
provided that in all cases under this clause (z) such Person has agreed to be
bound by confidentiality restrictions substantially similar to the foregoing
unless otherwise agreed by the Parties pursuant to Section 3.3.

           3.5 Negotiation of Basic Agreements. The Company and its officers and
employees shall have primary responsibility for negotiating the Basic Agreements
and any other agreements that are necessary in order to complete or implement
the Project. Each of the Basic Agreements and any such other agreement shall be
subject to the approval of the Parties in accordance with this Article III.

           3.6 Further Administration of the Company.

           (a) The Board of Directors shall cause the officers of the Company to
prepare for its review an annual financial and operating plan, as well as
marketing and strategic business plans, not later than 30 days prior to the
commencement of each relevant year. Not less than 15 days prior to the start of
each fiscal year of the Company, the Board of Directors shall submit to the
Shareholders a draft of the proposed annual business plan for such fiscal year
containing (i) a proposed budget including (A) a profit and loss (income)
statement setting forth in reasonable detail the revenues and expenses projected
for the Company business on an annual basis for the forthcoming fiscal year and
(B) a cash flow statement setting forth in reasonable detail the receipt and
disbursements projected for the Company business on an annual basis for the
forthcoming fiscal year and the amount of any corresponding cash deficiency or
surplus, the required capital contribution or Shareholder Loans, if any and any
contemplated borrowings of the Company (the "Budget"), and (ii) such other
documents as may be determined by the Board of Directors to be included in the
Budget. Each Budget shall be prepared on a basis consistent with the Company's
audited financial statement and Indonesian GAAP. At its next scheduled General
Meeting of Shareholders after the submission of such proposed Budget, the
General Meeting of Shareholders shall decide whether or not it approves such
proposed Budget in accordance with the provisions of Article III. If such
proposed


                                          20

<PAGE>   24

Budget is approved by the General Meeting of Shareholders, then such Budget
shall be considered established for all purposes of this Agreement. If such
proposed Budget is not approved by the General Meeting of Shareholders, then the
Board of Directors shall promptly modify the proposed Budget to secure the
approval of the General Meeting of Shareholders.

           (b) If the General Meeting of Shareholders fails to approve a new
Budget prior to the beginning of any fiscal year (a "Budget Deadlock"), the
Company shall continue to operate according to the Budget most recently approved
by the General Meeting of Shareholders as provided in (a) above (the "Prior
Budget") adjusted to reflect increases or decreases resulting from the
circumstances set forth below, until a new Budget is established by the General
Meeting of Shareholders as provided in (a) above:

               (i) the payment or receipt to be made for such fiscal year under
        the contracts or agreements executed by the Company prior to the Budget
        Deadlock; and

               (ii) anticipated increases or decreases in expenses attributable
        to the annual effect of overhead expenses including employee salaries in
        such fiscal year, which are contemplated to occur as a result of the
        Company actions approved by the General Meeting of Shareholders prior to
        and subsequent to the date of approval of the Prior Budget.

Notwithstanding the foregoing, no additional capital contributions including any
Shareholder Loan provided for in the annual Budget for such prior year shall be
repeated in such new year unless specifically approved for such year as provided
in Section 3.3. For the avoidance of doubt, Budget Deadlocks may be resolved as
provided for in Section 3.3(d).

           (c) The Company shall at all times engage the services of an
independent internationally recognized firm of chartered or registered public
accountants approved by the Parties in accordance with Article III to perform an
annual audit of the financial records of the Company at the cost of the Company.

           (d) The Company shall ensure that the books of accounts of the
Company are maintained, and that effective cost accounting and control systems
are established and maintained, in a manner acceptable to the Parties.



                                       21

<PAGE>   25

           (e) The Company shall use reasonable commercial efforts to recruit
first class management personnel, technicians, workers and other personnel. The
Company shall generally pursue a policy of employing Indonesian personnel so far
as personnel with appropriate qualifications and experience are available.

           (f) Subject to Section 3.3, the Company will distribute its earnings
to its shareholders to the maximum extent permitted by law, the Financing
Agreements and the Company's working capital and operational requirements.

           (g) The object of the Company shall be to construct and operate the
Facilities and distribute and sell the products manufactured thereby
domestically in Indonesia and internationally in a manner so as to maximize the
profitability of the Company.


                                   ARTICLE IV

                         OTHER COVENANTS OF THE PARTIES

           4.1 Governmental Consents. The Parties shall apply for and diligently
prosecute all applications for, and shall use reasonable commercial efforts
promptly to obtain, such consents, authorizations and approvals from such
governmental authorities as shall be necessary to permit the consummation of the
transactions contemplated by this Agreement. The expenses incurred by the
Parties for activities undertaken as required by this Section 4.1 shall be paid
by the Company or incurred for the account of the Company and reimbursed to the
Party which incurred such expenses.

           4.2 Publicity. No Party shall, and each Party shall cause its
Affiliates not to, make any public announcement or issue any press release
containing information (other than information already available to the public)
with respect to the Project without the consent of the other Parties, provided
that to the extent a Party shall be legally required to make such an
announcement or release pursuant to applicable law, it shall be permitted to do
so even if it has not obtained the consent of the other Parties if and only if
such Party (x) has used its best efforts to consult with the other Parties
regarding such announcement or release and (y) strictly limits such announcement
or release to the minimum disclosure required by law.



                                       22

<PAGE>   26

           4.3 Feedstock Arrangements.

           (a) The Parties agree to cause the Company to enter into an exclusive
agreement with TPPI to provide for the long-term supply of approximately 200,000
metric tonnes per year of propylene intended to be produced by TPPI and
anticipated to be used by the Company as feedstock for its operations.

           (b) Propylene manufactured by TPPI and purchased by the Company
either directly or indirectly from TPPI, under a long-term supply contract or
otherwise, shall be purchased by the Company at a price equal to a weighted
average price for such products of similar specifications in the Asian market,
Western European market and the United States Gulf Coast market as determined by
reference to appropriate publicized actual transaction prices. The appropriate
weighting and the source of the publicized prices shall be as approved from time
to time by unanimous agreement of the Parties.

           4.4 Offtake Arrangements.

           (a) The Parties agree that they will cause the Company to enter into
the JTC Polypropylene Fixed Offtake Agreement providing for the sale of the
volume of Products as follows:


<TABLE>
<CAPTION>

                               Year*                Volume**
                               -----                --------

<S>                            <C>                  <C>
                                 1                    20%

                                 2                    16.5%

                                 3                    13%

                               4-10                   10%
</TABLE>


           * "Year" refers to 12 month periods commencing with production of the
           product.

           ** Percentages refer to percentages of actual production calculated
           on a quarterly basis.


           (b) The Parties agree that they will cause the Company to enter into
one or more long-term standby offtake agreements with NIC and ITOCHU, Tirtamas
and its Affiliates, and Cementhai and its Affiliates for the sale outside
Indonesia of 60%, 20% and 20%, respectively, of Products that are not purchased



                                       23

<PAGE>   27

pursuant to the JTC Polypropylene Fixed Offtake Agreement or that are not sold
inside Indonesia by or on behalf of the Company.

           (c) All offtake agreements referred to in this Section 4.4 shall
provide for "pass-through" pricing with the party which is offtaking the product
only being entitled to compensation equal to 3% of the net sales price.

           4.5 Utilities and Services Provided by TPPI.

           Utilities produced by TPPI and supplied to, and marine docks and
tankage facilities (and other facilities as may be agreed by the Parties) which
are owned by TPPI and utilized by, the Company shall be supplied to or utilized
by the Company (i) on terms requiring the Company to pay to TPPI an amount
calculated to reflect a return to TPPI of the capital investment to construct
the Company's proportionate share of the relevant facilities based on its usage
of such facility, a reasonable return to TPPI on such capital investment and the
Company's proportionate share of the costs of operating and maintaining such
facilities (it being understood that the Company shall be required to make an
advance payment to TPPI for the future provision of such utilities or services
in an amount equal to the incremental capital costs associated with constructing
facilities other than those contemplated in the description of the Facilities
set forth in Exhibit A of the TPPI Shareholders Agreement in order to meet the
requirements of the Company), or (ii) on any other terms that may be unanimously
agreed by the Parties.


                                    ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

           Each Party hereby makes with respect to itself, as of the effective
date hereof pursuant to Section 10.1, to each other party, the representations
and warranties set forth in this Article V. Such representations and warranties
of the Parties shall be repeated as of Financial Closing, as if made on such
date, and each Party shall deliver an officer's certificate to each other Party
to such effect on such date.

           5.1 Status and Authority; Binding Effect. Such Party is a corporation
duly organized and in good standing under the laws of the jurisdiction of its
organization having the power and authority to validly execute and deliver this
Agreement, to perform its obligations hereunder and to consummate the
transactions



                                       24

<PAGE>   28

contemplated hereby. The execution, delivery and performance of this Agreement
by such Party has been duly authorized by all necessary corporate action on the
part of such Party. This Agreement has been duly executed and delivered by such
Party or its duly authorized representative and, subject to Section 10.1,
constitutes the legal, valid and binding obligations of such Party, enforceable
in accordance with the terms hereof.

           5.2 Consents. Other than as set forth under Section 2.3 of this
Agreement, no permit, license, consent, order, approval or authorization of or
filing or registration with or declaration to any governmental authority, other
than those obtained or made prior to the date hereof, is required on the part of
such Party or any of its Affiliates in connection with the execution and
delivery of this Agreement or the consummation of the transactions contemplated
hereby (other than the transactions contemplated by the Basic Agreements), other
than filings with or approvals of (a) with respect to the investment of NIC and
ITOCHU, the Japanese Ministry of Finance, (b) with respect to the investment of
Cementhai, the Stock Exchange of Thailand, and (c) permits, licenses, consents,
orders, approvals, authorizations, filings, registrations or declarations the
failure of which to obtain would not, individually or in the aggregate, have a
material adverse effect on such Party, or the Project.

           5.3 Compliance with Other Instruments and Laws. Each Party
represents, warrants and covenants that the execution and delivery of and
performance of its obligations under this Agreement by such Party and the
consummation of the transactions contemplated hereby will not result in (i) any
conflict with the articles of association, certificate of incorporation, by-laws
or equivalent organizational document or documents of such Party (ii) any breach
or violation of or default under any statute, law, regulation, ordinance, rule,
permit, concession, grant, franchise, license or other governmental
authorization or approval, judgment, order or decree or any mortgage, agreement,
deed of trust, indenture or any other instrument to which such Party is a party
or by which such Party or any of its properties or assets are bound or subject
or which is otherwise applicable to such Party (iii) the creation or imposition
of any liens, mortgages, pledges, claims, security interests, charges or
encumbrances or obligations to create a lien, charge, pledge or mortgage
(collectively, "Liens") on the assets of such Party, except for such breaches,
violations or defaults and such Liens which would not, individually or in the
aggregate, have a material adverse effect on such Party or the Project.

           5.4 Litigation. There are no judicial or administrative actions,
proceedings or investigations pending or, to the best knowledge of such Party,



                                       25

<PAGE>   29

threatened, which question the validity of this Agreement or any action taken or
to be taken by such Party that is material to the transactions contemplated by
this Agreement.

           5.5 Brokers. All negotiations relating to this Agreement and the
transactions contemplated hereby have been carried out without the intervention
of any person acting on behalf of such Party in a manner that could give rise to
any valid claim against the Company or any other Party for any brokerage or
finder's commission, fee or similar compensation.


                                   ARTICLE VI

                 RESTRICTIONS ON TRANSFER AND ISSUANCE OF SHARES

           6.1 Transfer Restrictions.

           (a) Each Party agrees not to sell, assign, transfer, convey by gift,
pledge, hypothecate, encumber or otherwise dispose of (any of the foregoing, a
"Transfer" and the Party effecting such Transfer, a "Transferor"), all or any
part of its Shares except as provided in this Agreement.

           (b) Any actual, attempted or purported Transfer by a Party of all or
any part of its Shares that does not comply with the terms of this Article VI
shall be null, void and of no force or effect.

           (c) If any Shareholder Loan is outstanding from any Party, such Party
may not Transfer any of its Shares (except pursuant to Section 6.2) unless a pro
rata interest in such Shareholder Loan is concurrently transferred to the Person
to whom such Shares are Transferred.

           (d) As a condition precedent to any Transfer, the transferee of any
Shares from a Party shall agree in writing to become a party to this Agreement
and assume all the rights and obligations of the Transferor related to its
ownership of such Shares and hereunder, and prior to or concurrently with the
registration of a Transfer on the share register of the Company shall so become
a party hereto.

           (e) Notwithstanding anything herein to the contrary, Polytama agrees
not to transfer any of its Shares and agrees to cause the Company not to issue
additional Shares if, following such transfer or issuance, the aggregate Shares
owned



                                       26

<PAGE>   30

by Polytama, Tirtamas and their Affiliates is less than 43% of the total issued
and outstanding Shares of the Company.

           6.2 Transfers to Affiliates and Other Parties; Certain Pledges.

           (a) A Party may Transfer its Shares to an Affiliate of such Party or
to another party that is a Party prior to such Transfer ("Permitted
Transferee"); provided that (i) such transferring Party gives each other Party
15 days prior written notice, (ii) the applicable provisions of the Articles
have been complied with, and (iii) all consents or waivers required under the
Financing Agreements and Basic Agreements have been obtained; and provided
further with respect to transfers to Affiliates, that (i) Parties holding not
less than 60% of the issued and outstanding Shares consent in writing unless the
Transferor agrees to provide an irrevocable and unconditional guarantee of the
obligations of the Permitted Transferee in which case no consent shall be
required, and (ii) the Permitted Transferee agrees in writing to re-transfer the
Shares to its Transferor if at any time it ceases to be an Affiliate of such
Party.

           (b) Polytama may Transfer a portion of its Shares up to 5%, and with
the approval of each of NIC and ITOCHU, up to an additional 5%, of the total
issued and outstanding Shares, to a third-party Indonesian company reasonably
acceptable to the other Parties that is in the business of manufacturing or
trading petrochemicals, provided that the conditions for the Transfer of Shares
to a Permitted Transferee under Section 6.2(a) have been otherwise satisfied.

           (c) The restrictions contained in this Article VI shall not prohibit
any pledge by any Party of its Shares pursuant to the Financing Agreements.

           6.3 Right of First Offer. Following Operational Acceptance (as
defined in the TPPI EPC Contract), or prior to Operational Acceptance (as
defined in the TPPI EPC Contract) with the approval of Parties holding 60% of
the issued and outstanding Shares of the Company, a Party may Transfer all or a
portion of its Shares provided it complies with the following procedures:

           (a) In the event that any Party (a "Selling Shareholder") desires to
Transfer any or all of its Shares (other than to a Permitted Transferee), such
Selling Shareholder shall first give notice (an "Offer Notice") to each other
Party (the "Offerees") stating its desire to make such Transfer, the number of
Shares desired to be Transferred (the "Offered Shares"), the price (which must
be payable entirely



                                       27

<PAGE>   31

in cash) at which such Selling Shareholder wishes to sell the Offered Shares
(the "Offer Price"), and any other terms of the offer.

           (b) The Offer Notice shall constitute, for a period of sixty (60)
days from the date on which it shall have been deemed to be given, an
irrevocable and exclusive offer to sell to each Offeree (or any Affiliate
designated by an Offeree), at the Offer Price, a portion of the Offered Shares
equal to the proportion that the number of Shares owned by such Offeree bears to
the total number of Shares owned by all the Offerees or such lesser portion of
the Offered Shares as such Offeree chooses in its discretion.

           (c) Each Offeree may accept the offer set forth in an Offer Notice by
giving notice to the Selling Shareholder, prior to the expiration of such offer,
specifying the maximum number of Offered Shares that the Offeree wishes to
purchase.

           (d) If any Offeree does not agree to purchase all of the Offered
Shares to which it is entitled, the Selling Shareholder shall promptly so notify
each Offeree that has so agreed (an "Antidilutive Offeree"), such notice to
constitute an offer to sell, irrevocable for 15 days, to each such Antidilutive
Offeree the portion of the remaining Offered Shares (the "Remaining Shares")
equal to the proportion that the number of Shares owned by such Antidilutive
Offeree bears to the total number of Shares held by all such Antidilutive
Offerees. Each Antidilutive Offeree shall notify the Selling Shareholder within
such 15 day period, specifying the number of Remaining Shares which such
Antidilutive Offeree agrees to purchase. To the extent that any such
Antidilutive Offeree does not fully agree to purchase its proportionate share of
the Remaining Shares, the procedures set forth in the two immediately preceding
sentences shall be repeated, mutatis mutandis, until all the Remaining Shares
are sold or until no Party agrees to purchase any more Remaining Shares.

           (e) If the Offerees collectively agree to purchase all of the Offered
Shares pursuant to this Section 6.3, they shall pay for such Shares within
forty-five (45) days following completion of the procedures set forth in
paragraphs (b) and (d) hereof.

           (f) If the offers made by the Selling Shareholder to the Offerees
pursuant to paragraphs (b) and (d) hereof expire without an agreement by one or
more Offerees to purchase all of the Offered Shares, the Selling Shareholder
shall have one hundred eighty (180) days to effect the Transfer of the Offered
Shares to



                                       28

<PAGE>   32

any third party or parties, for cash, at a price not less than the Offer Price,
and upon terms otherwise no more favorable to the transferee or transferees than
those specified in the Offer Notice, subject to (i) the approval of Parties
(including the Selling Shareholder) owning at least 60% of the outstanding
Shares as to the identity of such third party, such consent not to be
unreasonably withheld, provided that a good faith belief that a Party could not
work cooperatively with such proposed third party shall be sufficient reason for
withholding such Party's approval, and (ii) the execution and delivery by such
third party of an assignment and assumption agreement, in form and substance
satisfactory to the other Parties, pursuant to which such third party shall
assume all of the rights and obligations of a Party pursuant to or under this
Agreement. In the event that such transfer is not consummated within such
180-day period, the Selling Shareholder shall not be permitted to sell its
Shares pursuant to this Section 6.3 without again complying with each of the
requirements of this Section 6.3; provided, however, that such transfer may be
made without so re-complying with such requirements if the transfer was delayed
by factors beyond the reasonable control of the Selling Shareholder and such
transfer is consummated within 90 days following the end of such 180-day period.

           (g) If all of the Shares owned by any Party are transferred pursuant
to and in compliance with this Section 6.3, then such Party shall be released
from all liabilities under this Agreement, except for such liabilities as may
have arisen prior to the first date on which such Party ceases to own any
Shares. The other Parties, as well as any other Person or Persons that may
become party to this Agreement pursuant to any transfer of Shares, shall execute
and deliver an agreement giving effect to the foregoing, in form and substance
acceptable to the Party being released.

           (h) No Offeree may assign its rights under this Section 6.3 except as
set forth in Section 10.2.

           (i) If a proposed Transfer to be made pursuant to this Section 6.3 is
not approved as provided for in Section 6.3(f)(i), then the Parties not
approving the Transfer shall within four months either purchase or find another
party to purchase the Shares proposed to be Transferred at the same price and on
the same terms as was set forth in the Offer Notice.

           6.4 Prohibited Transfers. Notwithstanding anything in this Article VI
to the contrary, no Party may Transfer any Shares in violation of (i) applicable
law or (ii) the terms of the Basic Agreements or the Articles.



                                       29

<PAGE>   33

           6.5 Involuntary Transfers of Shares.

           (a) In the event any or all of a Party's Shares are transferred
involuntarily, directly or indirectly, by operation of law or otherwise, such
Party shall give written notice (an "Involuntary Transfer Notice") promptly
after receiving knowledge thereof, and in any case within fifteen (15) days of
such involuntary transfer, to the other Parties, with a copy to the transferee,
stating the fact that the involuntary transfer occurred, the reason therefor,
the date of such transfer, the name and address of such transferee and the
number of Shares acquired by such transferee.

           (b) For a period of sixty (60) days from the date that the
Involuntary Transfer Notice is received by any Party, such Involuntary Transfer
Notice shall constitute an Offer Notice (as such term is used in Section 6.3),
such involuntarily transferred Shares shall constitute the Offered Shares (as
such term is used in Section 6.3), the book value of such involuntarily
transferred Shares shall constitute the Offer Price (as such term is used in
Section 6.3) and the Parties other than the former owner of such involuntarily
transferred Shares shall have the right to purchase such Shares from the
owner(s) thereof according to the provisions of Section 6.3, as herein modified.

           (c) Any such involuntary transfer of Shares shall also be subject to
the applicable provisions of the Articles.

           6.6 Change of Control.

           (a) Upon the occurrence of a Change of Control of (i) Polytama or
(ii) Cementhai and all controlling companies up to, but not including, The Siam
Cement Public Company Limited, (the company undergoing a Change of Control, the
"COC Entity"), any Party who is not the COC Entity or a direct or indirect
subsidiary of the COC Entity (the "Non-COC Party") shall have the right to
purchase all of the Shares owned by the COC Entity and its direct or indirect
subsidiaries (the "COC Entity Shares") at Fair Market Value by delivering,
within 14 days after the occurrence of such change of control is known to such
Non-COC Party, a notice to such COC Entity, indicating that it has exercised its
right to purchase the COC Entity Shares. If more than one Non-COC Party shall so
elect, each such electing Non-COC Party shall have the right to acquire its pro
rata portion of the COC Entity Shares based upon dividing its Participating
Interest in the Company (as adjusted to exclude the COC Entity Shares) by the
Participating Interests of all the Non-COC Parties who elect to purchase such
COC Entity Shares.



                                       30

<PAGE>   34

           (b) For the 45 day period (the "Negotiation Period") after the first
such notice by a Non-COC Party, all electing Non-COC Parties and the COC Entity
shall negotiate in good faith in order to reach agreement on the Fair Market
Value of the Subject Shares. If the electing Non-COC Party(ies) and the COC
Entity fail to reach agreement on the Fair Market Value of the subject Shares
within the Negotiation Period, each of the COC Entity and the Non-COC Party(ies)
shall retain an appraiser (which shall be an internationally reputable
investment banking firm) to prepare and deliver an appraisal of the Fair Market
Value of the subject Shares and shall give the other Parties a notice of such
engagement by the 14th day following the expiration of the Negotiation Period.
Each such Party shall deliver to the other Parties the written appraisal by its
own appraiser of the Fair Market Value of the Subject Shares not later than 60
days after the Negotiation Period. Following delivery of their appraisals, the
COC Entity and the Non-COC Party(ies) shall cause their respective appraisers to
meet and discuss the Fair Market Value of the subject Shares for a period not
exceeding 7 days. If all the appraisers agree on the Fair Market Value of the
subject Shares, the purchase price for the subject Shares shall be such agreed
upon Fair Market Value. If the appraisers fail to agree on such Fair Market
Value, the Fair Market Value for the subject Shares shall be the median of the
highest valuation and the lowest valuation of all the appraisals.


                                   ARTICLE VII

                                     DEFAULT

           7.1 Events of Default. Any of the following conditions or events
shall constitute an "Event of Default":

           (a) any Party shall default in the payment of any amount due to any
other Party or to the Company under this Agreement for more than three days
after the same becomes due and payable; or

           (b) any Party (or any Affiliate of any Party) shall fail to make any
capital contribution or provide other financial support to the Company required
by (i) any determination of the Board of Directors within the limits set forth
in Section 2.5, (ii) any written agreement with the Company or between two or
more of the Parties (or Affiliates of the Parties) which includes such
defaulting Party, or (iii) any agreement entered into by such Party (or any
Affiliate of such Party) in connection with the Financing Agreements; or



                                       31

<PAGE>   35

           (c) any Party shall default in the performance of or compliance with
any other material obligation contained in this Agreement, and such default
shall not have been remedied within ten (10) days after written notice thereof
shall have been given to such Party by the Company or any other Party.

           7.2 Default Notice; Cure Period. Upon the occurrence and during the
continuance of an Event of Default, any other Party may provide a notice (a
"Default Notice") to the defaulting Party of such occurrence. The defaulting
Party shall have six (6) days from the date of the Default Notice to cure the
breach that gave rise to the Event of Default.

           7.3 Rights of Defaulting Party. If the Event of Default is not cured
within such six day period, then for so long as such Event of Default shall
continue the defaulting Party (and any Affiliate thereof) shall not be entitled
to take or receive any dividends on or other distributions with respect to its
Shares or to have any rights under this Agreement and shall not be entitled
either to attend or vote at any meeting of the Parties or to be represented by
its representatives on the Board of Directors or Board of Commissioners of the
Company, or otherwise to be consulted or to participate in any agreement,
decision, consent, determination, approval or other action of the Company or of
the Parties. For so long as the provisions of the preceding sentence shall
apply, the percentage of Shares required to approve any action pursuant to
Section 3.3 shall be equal to the percentage required by Section 3.3 multiplied
by the percentage of Shares that remain entitled to vote.

           7.4 Right to Cure. During the continuance of an Event of Default,
each non-defaulting Party shall have the right, but not the obligation, at the
expense of the defaulting Party to cure such defaulting Party's default.

           7.5 Option to Purchase Defaulting Party's Shares. If, within sixty
(60) days of the date of a Default Notice, the defaulting Party has not cured
the default giving rise to an Event of Default, or has not fully reimbursed any
non-defaulting Party who has cured such default pursuant to Section 7.4, the
non-default- ing Parties shall have the right, but not the obligation, to
purchase, on a pro rata basis, all of the Shares owned by the defaulting Party
(and any Affiliates of the defaulting Party) for a price in cash equal to the
lesser of (i) the cost to such defaulting Party of acquiring such shares in the
Company plus any further capital contributions made by the defaulting Party
pursuant to capital calls made by the Board of Directors or otherwise pursuant
to this Agreement or (ii) an amount determined by (a) multiplying the Net Worth
of the Company by the Participating Interest of the defaulting Party on the date
of default and (b) subtracting any amounts due



                                       32

<PAGE>   36

and payable by the defaulting Party to either the Company (which amount shall be
paid to the Company) and/or to the other Parties in regards of outstanding
Shares issued to such defaulting Party. Immediately upon the acquisition of the
Participating Interest of such defaulting Party, the Directors and Commissioners
who where the nominees of such defaulting Party will be deemed to have resigned
and shall cease to hold all offices in the Company previously held.

           7.6 Other Remedies. The rights of the Parties pursuant to this
Article VII shall not be exclusive, but shall be in addition to any other rights
or remedies available to any of the Parties at law or in equity.


                                  ARTICLE VIII

                                 INDEMNIFICATION

           8.1 Indemnification. Each Party shall indemnify each other Party and
hold each such indemnified Party harmless from and against any claim, cost,
expense, loss, liability or damage (including reasonable attorneys' fees and
other costs and expenses) (collectively, "Damages") incurred or sustained by
such indemnified Party (or any Affiliate of such Party) as a result of (i) the
breach by such Party or any of its Affiliates of any covenant, agreement or
obligation contained in this Agreement or (ii) the inaccuracy or breach of any
representation or warranty of such Party contained in this Agreement.

           8.2 Indemnification Procedures.

           (a) A party entitled to indemnification hereunder shall herein be
referred to as an "Indemnitee". A party obligated to indemnify an Indemnitee
hereunder shall herein be referred to as an "Indemnitor".

           (b) Promptly after receipt by an Indemnitee of notice of any claim or
the commencement of any action, or upon discovery of any facts which an
Indemnitee believes may give rise to a claim for indemnification from an
Indemnitor hereunder, such Indemnitee shall, if a claim in respect thereof is to
be made against an Indemnitor under this Article VIII, notify such Indemnitor in
writing in reasonable detail of the claim or the commencement of such action.

           (c) If any such claim shall be asserted or brought against such
Indemnitee, it shall notify such Indemnitor thereof, and the Indemnitor shall be
enti-



                                       33

<PAGE>   37

tled to participate therein, to assume the defense thereof with counsel
reasonably satisfactory to the Indemnitee, and to settle or compromise such
claim or action, provided that if the Indemnitee has elected to be represented
by separate counsel pursuant to the proviso to the following sentence, such
settlement or compromise shall be effected only with the consent of the
Indemnitee, which consent shall not be unreasonably withheld. After notice to
the Indemnitee of the Indemnitor's election to assume the defense of such claim
or action, the Indemnitor shall not be liable to the Indemnitee under this
Article VIII for any legal or other expenses subsequently incurred by the
Indemnitee in connection with the defense thereof, provided that the Indemnitee
shall have the right to employ counsel to represent it if, in the Indemnitee's
reasonable judgment, it is advisable for the Indemnitee to be represented by
separate counsel, and in that event the fees and expenses of such separate
counsel shall be paid by the Indemnitee. If the Indemnitor does not elect to
assume the defense of such claim or action, the Indemnitee shall act reasonably
and in accordance with its good faith business judgment with respect thereto,
and, unless the Indemnitor fails to acknowledge its indemnity obligations
hereunder, shall not settle or compromise any such claim or action without the
consent of the Indemnitor, which consent shall not be unreasonably withheld. The
Parties agree to render to each other such assistance as may reasonably be
requested in order to insure the proper and adequate defense of any such claim
or proceeding.

                                   ARTICLE IX

                               DISPUTE RESOLUTION

           9.1 Mutual Discussions. If any dispute or difference of any kind
whatsoever (a "Dispute") shall arise between the Parties hereto in connection
with, or arising out of, or relating to this Agreement, including any and all
exhibits and schedules hereto, or the breach, termination or validity hereof,
the Party(ies) if requested by any Party, shall attempt in good faith, for a
period of twenty-one (21) days after the receipt by one Party of a written
notice from any other Party of the existence of the Dispute, to settle such
Dispute in the first instance by mutual discussions between the Parties.

           9.2 Submission of Disputes to Arbitration. If the Dispute cannot be
settled within 21 days by mutual discussions as contemplated by Section 9.1, any
Party (the "Claimant") may submit the Dispute to arbitration in accordance with
this Article IX by notice to the other Party(ies) ("Request for Arbitration").
The Party(ies) to whom such Request for Arbitration is delivered shall be the
"Respon-



                                       34

<PAGE>   38

dent". The arbitration shall be conducted in accordance with the Arbitration
Rules of the International Chamber of Commerce (the "ICC") in effect at the time
of the arbitration, except as they may be modified herein or by mutual agreement
of the parties hereto. The seat of the arbitration shall be New York, New York,
USA. The arbitration shall be conducted and the arbitral award rendered in the
English language.

           9.3 Arbitrators.

           (a) In the event of an arbitration involving only two of the Parties
hereto, there shall be three arbitrators of whom each Party shall select one.
Should either Party fail to select an arbitrator within fifteen (15) days of the
delivery of the Request for Arbitration to the Respondent(s), the ICC Court of
International Arbitration (the "ICC Court") will make such appointment. The two
arbitrators thus appointed shall select the third arbitrator to act as chairman
of the tribunal within fifteen (15) days of the selection of the second
arbitrator. If the two Party-appointed arbitrators fail to agree on a third
arbitrator, the ICC Court shall make such appointment within twenty (20) days of
either Party's request that the ICC Court make such appointment.

           (b) In the event of an arbitration involving more than two Parties,
there shall be three arbitrators who shall not be nationals of Japan, Indonesia
or Thailand. The arbitrators shall be jointly nominated by the parties within
thirty (30) days from the date when Claimant(s)'s Request for Arbitration is
delivered to the Respondent(s). If the Parties fail so to nominate the
arbitrators, at the request of any Party the arbitrators shall be appointed by
the ICC Court within twenty (20) days of such request.

           9.4 Arbitral Award. The arbitral award shall be in writing and,
unless all the Parties agree otherwise, shall state the reasons upon which it is
based. The award shall be final and binding on the Parties; each Party hereby
waives irrevocably any right it may otherwise have to appeal the decision of the
arbitrators. The award may include an award of costs, including reasonable
attorneys' fees and disbursements. Judgement upon the award may be entered by
any court having jurisdiction thereof or having jurisdiction over the Parties or
their assets.

           9.5 Enforcement of Award. By execution and delivery of this Agreement
each Party hereby accepts and consents to the jurisdiction of the aforesaid
arbitration panel and, solely for purposes of the enforcement of an arbitral
award under this Article IX or for obtaining a preliminary injunction,
attachment or other



                                       35

<PAGE>   39

provisional relief in aid of arbitration, to the jurisdiction of any court of
competent jurisdiction, for itself and in respect of its property, and waives in
respect of both itself and its property any defense it may have as to or based
on sovereign immunity, jurisdiction, improper venue or inconvenient forum. An
application for provisional relief to a competent judicial authority shall not
be deemed incompatible with, or a waiver of, this agreement to arbitrate. Each
Party hereby irrevocably consents to the service of any process or other papers
by the use of any of the methods and to the addresses set for the giving of
notices in Section 10.7. Nothing herein shall affect the right of any Party to
serve such process or papers in any other manner permitted by law.

           9.6 Continuing Obligations. Pending settlement of any dispute
pursuant to this Article IX, the Parties shall continue to comply with and
perform their obligations under the Agreement without prejudice to a final
adjustment in accordance with a final award rendered by the arbitral panel in
accordance with this Article IX.

           9.7 Punitive Damages. The Parties hereto expressly waive and forego
any right to punitive, exemplary or similar damages in connection with any
Dispute arising out of, relating to or in connection with this Agreement, or the
breach, termination or validity thereof, and no such damages shall be awarded or
provided for in any Dispute resolution proceeding under or in aid of this
Article IX.

           9.8 Consolidation of Arbitrations. The arbitral tribunal may
consolidate an arbitration arising under or relating to any of this Agreement,
the Basic Agreements and Financing Agreements, with any arbitration arising
under or relating to any of this Agreement, the Basic Agreements and Financing
Agreements if the subject of the disputes in the arbitrations arises out of or
relates essentially to the same set of facts or transactions. Such consolidated
arbitration shall be determined by the arbitral tribunal appointed for the
arbitration proceeding that was commenced first in time.

           9.9 Timeframe. The hearing shall be commenced no later than ninety
(90) days and the award shall be rendered no later than one hundred and fifty
(150) days following the appointment of the last of the three arbitrators. All
discovery shall be completed no later than twenty (20) days prior to the
commencement of the hearing.

           9.10 Confidentiality. The Parties and the arbitrators shall treat the
proceedings, any related discovery, and the decisions of the arbitral tribunal
as



                                       36

<PAGE>   40

confidential, except in connection with a judicial challenge to, or enforcement
of, an award, and unless otherwise required by law.

           9.11 Discovery. Consistent with the expedited nature of arbitration,
each Party will, upon the written request of the other Party, provide the other
with copies of documents in its possession, custody or control relevant to the
issues raised by any claim or counterclaim. Other discovery may be agreed by the
Parties or ordered by the arbitrators to the extent the arbitrators deem
additional discovery relevant and appropriate, and any dispute regarding
discovery, including disputes as to the need therefore or the relevance or scope
thereof, shall be determined by the arbitrators, which determination shall be
conclusive.


                                    ARTICLE X

                                  MISCELLANEOUS

           10.1 Term and Termination. This Agreement shall be effective on the
first date on which this Agreement has been executed and delivered by each party
hereto and each party hereto shall have received evidence acceptable to it that
governmental approvals from BKPM and the Ministry of Justice of Indonesia
necessary for or in connection with the execution of this Agreement, and for the
Share subscription contemplated in Section 2.3, have been obtained and are in
full force and effect.

        Notwithstanding anything in this Agreement to the contrary, if the
conditions in the preceding paragraph are not satisfied on or before July 31,
1997, this Agreement (including the following paragraph) shall automatically be
deemed to be null and void and the Company and the parties hereto shall have no
liability or obligation to any other party hereto or the Company in connection
herewith.

        This Agreement shall remain in effect so long as there are at least two
Parties hereto. The provisions of Section 3.4(c) (Confidentiality), Section 4.2
(Publicity), Article VIII (Indemnification), Article IX (Arbitration), Section
10.7 (Notices) and Section 10.10 (Governing Law) shall survive any termination
of this Agreement.

        Each Party hereby waives Articles 1266 and 1267 of the Indonesian Civil
Code (if the same are applicable) to the extent that such waiver is necessary to
terminate this Agreement without judicial action.



                                       37

<PAGE>   41

           10.2 Assignment. The provisions of this Agreement shall be binding
upon and shall inure to the benefit of the Parties and their respective
successors and assigns, whether so expressed or not. No transferee shall derive
any rights under this Agreement unless and until such transferee has executed
and delivered to the Parties an assignment and assumption agreement whereby such
transferee becomes bound by the terms of this Agreement. Notwithstanding the
foregoing, neither this Agreement nor any right, remedy, obligation or liability
arising hereunder or by reason hereof shall be assignable by any of the Parties,
except (a) any Offeree may assign its rights under Section 6.3 to purchase
Offered Shares and any non-defaulting Party may assign its rights under Section
7.5 to purchase the Shares of a defaulting Party (x) to any Permitted Transferee
of such Offeree or non-defaulting Party or (y) to the extent such Offeree or
non-defaulting Party is unable to exercise such rights because of the
requirements of the foreign investment laws of the Republic of Indonesia, to any
Person who is able to purchase such Shares in compliance with such laws, subject
to the consent of Parties holding at least 60% of the Shares held by the
non-transferring or non-defaulting Parties as to the identity of such Person,
and (b) as otherwise specifically set forth herein.

           10.3 Waiver, Amendment, etc. No amendment, alteration, modification
or waiver of any term or provision of this Agreement, nor consent to any
departure by any Party therefrom, shall in any event be effective unless the
same shall be in writing and signed by or on behalf of all of the Parties.

           10.4 Further Assurances.

           (a) Each Party shall promptly take all such action and shall cause
the Commissioner(s) and Director(s) nominated by it to vote at any meeting of
the Board of Commissioners or Board of Directors, as the case may be, and shall
vote its Shares at any meeting of the shareholders of the Company, to require
the Company to take all such action, as may be required by law, or as may be
necessary or desirable, or that any other Party may reasonably request, in order
to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.

           (b) Each Party shall cause the Commissioner(s) and Director(s)
nominated by it to vote at any meeting of the Board of Commissioners or Board of
Directors, as the case may be, and shall vote its Shares at any meeting of the
shareholders of the Company, to take any action required under the Articles to
approve any Transfer permitted pursuant to the terms of or made or proposed to
be made in compliance with Articles II or VI. For the avoidance of doubt, this
Section



                                       38

<PAGE>   42

10.4(b) shall not limit any Party's discretion with respect to any vote or
approval required by Section 6.3(f), which vote or approval shall be made or
given in the reasonable discretion of each Party.

           10.5 Survival of Representations and Warranties. All representations
and warranties contained in this Agreement or made in writing by or on behalf of
any Party in connection with the transactions contemplated by this Agreement
shall survive the execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby.

           10.6 No Partnership. This Agreement is not intended, nor should
anything herein be construed, to create the relationship of partners, joint
venturers, principal and agent, employer and employee, or other fiduciary
relationship among the Parties. Except as expressly set forth herein, none of
the Parties shall have any authority to represent or to bind the other Parties
in any manner whatsoever, and each Party shall be solely responsible and liable
for its own acts.

           10.7 Notices. All notices and other communications provided for
herein shall be in writing and bear a date, and shall be deemed to have been
duly given upon delivery when delivered personally; ten days after being sent
when delivered by registered or certified mail, return receipt requested and
postage prepaid; or upon transmission when transmitted by facsimile with
confirming copy sent concurrently by registered or certified mail, return
receipt requested and postage prepaid; and when received if delivered otherwise,
to the Party to whom it is directed:

               if to Polytama, to it at:

               MidPlaza 2 Building, 20th Floor
               Jl. Jend. Sudirman Kav. 10-11
               Jakarata 10220, Indonesia
               Telecopy:  62-21-570-4689
               Telephone:  62-21-570-3883
               Attention:  President - Director



                                       39

<PAGE>   43

               if to Cementhai, to it at:

               Cementhai Chemicals (Singapore) Pte Ltd
               c/o The Siam Cement Public Company Limited
               1 Siam Cement Road, Bangsue
               Bangkok 10800, Thailand
               Telecopy:  66-2-587-2027
               Telephone:  66-2-586-4750/586-4751
               Attention:  Vice President, the Siam Cement Petrochemical Group

               if to ITOCHU, to it at:

               ITOCHU Corporation
               5-1, Kita-Aoyama 2-chome
               Minato-ku
               Tokyo 107-77, Japan
               Telecopy:     81-3-3497-6738
               Telephone:    81-3-3497-6843
               Attention:    Kiyoshi Marukawa

               and if to NIC, to it at:

               Nissho Iwai Corporation
               4-5, Akasaka 2-chome
               Minato-ku
               Tokyo 107, Japan
               Telecopy:  81-3-3588-4299
               Telephone:  81-3-3588-3361
               Attention:  Deputy General Manager
                     Organic Chemicals and Plastics Division

or at such other address as any Party shall have specified by notice to the
other Parties in accordance with this Section 10.7.

           10.8 Expenses. Except as otherwise specifically agreed in writing,
each of the parties hereto shall be responsible for and pay all expenses, costs
and fees incurred or assumed by such party in connection with the preparation
and execution of this Agreement, compliance herewith and the consummation of the
transactions contemplated hereby.



                                       40

<PAGE>   44

           10.9 Third-Party Beneficiaries. Nothing expressed or implied in this
Agreement is intended or shall be construed to confer upon or give to any Person
other than the Parties any rights or remedies by virtue of this Agreement.

           10.10 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK OF THE UNITED
STATES OF AMERICA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS OF SUCH
STATE.

           10.11 Severability. A holding by any court or other tribunal of
competent jurisdiction that any provision of this Agreement is invalid or
unenforceable in any jurisdiction shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the
validity or enforceability of this Agreement, including that provision, in any
other jurisdiction, and all remaining terms of this Agreement shall remain in
full force and effect. Following any such holding, the Parties shall negotiate
in good faith new provisions that, as far as legally possible, most nearly
reflect the intent of the Parties and that restore this Agreement as nearly as
possible to its original intent and effect.

           10.12 Miscellaneous. This Agreement represents the entire agreement
of the Parties with respect to the subject matter hereof and supersedes all
other prior agreements between the Parties in respect of the subject matter
hereof. The table of contents and the headings in this Agreement are for
convenience of reference only and shall not affect the construction of any
provisions hereof. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original but all of which shall constitute one
and the same Agreement.



                                       41

<PAGE>   45

           IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.


NISSHO IWAI CORPORATION                    CEMENTHAI CHEMICALS             
                                           (SINGAPORE) PTE LTD             
                                                                           
                                                                           
                                                                           
By:   /s/ HIROSHI HAMANO                   By:   /s/ KAN TRAKULHOON        
      --------------------------                 --------------------------
      Name: Hiroshi Hamano                       Name:  Kan Trakulhoon     
      Title: Attorney-in-Fact                    Title: Attorney-in-Fact   
                                           



PT. TIRTAMAS MAJUTAMA                      TRANS-PACIFIC CHEMICALS      
                                           (PTE.) LIMITED               
                                                                        
                                                                        
                                                                        
By:   /s/ HONGGO WENDRATNO                 By:   /s/ MIHIR TAPARIA      
      --------------------------                 --------------------------
      Name:  Honggo Wendratno                    Name:  Mihir Taparia   
      Title: Director                            Title:   Director      
                                           



PT. POLYTAMA PROPINDO                      ITOCHU CORPORATION                
                                                                             
                                                                             
                                                                             
                                                                             
By:   /s/ HONGGO WENDRATNO                 By:   /s/ RYUICHI KOMATSUZAKI     
      --------------------------                 --------------------------
      Name:  Honggo Wendratno                    Name: Ryuichi Komatsuzaki   
      Title: President Director                  Title: Attorney-in-Fact     
                                           



<PAGE>   46

                                    EXHIBIT A

                          Description of the Facilities

[To be attached.]



                                       A-1
<PAGE>   47



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


                             POLYPROPYLENE FACILITY
                                       of
                    PT. TRANS-PACIFIC POLYPROPYLENE INDONESIA

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





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


                                 FIRST AMENDMENT
                                     TO THE
                             SHAREHOLDERS AGREEMENT

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



                                 by and between


                            NISSHO IWAI CORPORATION,

                               ITOCHU CORPORATION,

                    CEMENTHAI CHEMICALS (SINGAPORE) PTE LTD,

                             PT. POLYTAMA PROPINDO,

                             PT. TIRTAMAS MAJUTAMA,

                                       and

                     TRANS-PACIFIC CHEMICALS (PTE.) LIMITED


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

                            Dated as of July 1, 1997



<PAGE>   48

                               FIRST AMENDMENT TO
                             SHAREHOLDERS AGREEMENT


           This First Amendment ("First Amendment") to the Shareholders
Agreement (as defined in the first recital) is entered into as of July 1, 1997,
between Nissho Iwai Corporation, a company organized under the laws of Japan
("NIC"), ITOCHU Corporation, a company organized under the laws of Japan
("ITOCHU"), Cementhai Chemicals (Singapore) Pte Ltd, a company organized under
the laws of the Republic of Singapore ("Cementhai"), PT. Polytama Propindo, a
company organized under the laws of the Republic of Indonesia ("Polytama"), PT.
Tirtamas Majutama, a company organized under the laws of the Republic of
Indonesia ("Tirtamas") and Trans-Pacific Chemicals (Pte.) Limited, a company
organized under the laws of the Republic of Singapore ("TPCL").

                                   WITNESSETH

           WHEREAS, TPCL, Polytama, Tirtamas, Cementhai, NIC and ITOCHU (each a
"Party" and collectively, the "Parties") have entered into that certain
Shareholders Agreement dated as of April 30, 1997 (the "Shareholders Agreement")
in order to provide for the formation of, and subscription of shares in, PT.
Trans-Pacific Polypropylene Indonesia (the "Company") and in order to regulate
the relations of the Parties with respect to their ownership and management of
the Company; and

           WHEREAS, the Parties desire to enter into this First Amendment in
order to amend certain provisions of the Shareholders Agreement;

           NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the sufficiency of which is
hereby acknowledged, the parties hereby agree as follows:

1. As of the date first above stated, the Shareholders Agreement is hereby
amended as provided herein.

        (a) In Section 1.1, the defined term "Offerees" is deleted and the term
"Offeree" is inserted in its place.

        (b) In Section 2.1(b), first sentence,:



<PAGE>   49

               (i)    the amount "US$11,200,000" is deleted and the amount
"US$28,000,000" is inserted in its place; and

               (ii) the amount "112,000" is deleted and the amount "280,000" is
inserted in its place.

        (c) Section 2.2 is deleted in its entirety and is replaced with the
following:

        "2.2   Shareholdings

               Immediately following the initial subscriptions set forth in
        Section 2.3, the Shares in the Company, each having a par value of
        US$100, shall be owned by the Parties in the following proportions:

<TABLE>
<CAPTION>

                             Participating Interest Percentage   Shares
                             ---------------------------------   ------
<S>                          <C>                                 <C>  
               NIC                        4%                       2,800
               Cementhai                 10%                       7,000
               Polytama                  82%                      57,400
               ITOCHU                     4%                       2,800"
</TABLE>

        (d) In Section 2.3(d), first sentence, the phrase "On or before the
seventh day following the receipt by each of the Parties of" is deleted and the
phrase "Prior to" is inserted in its place.

        (e) In Section 2.5(a), first sentence, the amount "US$67,200,000" is
deleted and the amount "US$63,000,000" is inserted in its place.

        (f) Section 2.7 is deleted in its entirety and replaced with the
following:

        "2.7 Issuance of Additional Shares of the Company. Except as provided in
        Section 2.5, the Parties shall cause the Company not to issue any Shares
        or any other securities or instruments convertible into or exchangeable
        for Shares, or any rights or options to purchase any of the foregoing
        except pursuant to this Section 2.7.

               (a) If the Company proposes to issue Shares or any other
        securities or instruments convertible into or exchangeable for Shares,
        or any rights or options to purchase any of the foregoing (collectively,
        "New Securities"), prior to convening the General Meeting of
        Shareholders to approve such issuance, the Company shall give to each
        Party written notice (a "Capital



                                        2

<PAGE>   50

        Notice") specifying the proposed terms of the proposed New Securities,
        including the amount or number and their price.

               (b) During a period of sixty (60) days from the date of any
        Capital Notice, each Party that intends to subscribe for a portion of
        the New Securities shall deliver a written notice to the Company (a
        "Subscription Notice"), notifying its intent to subscribe for a portion
        of the New Securities not greater than its Participating Interest. Upon
        the earlier of the receipt of a Subscription Notice from each Party and
        the end of such sixty-day period, (i) the Company shall give to each
        Party written notice of which Parties have notified their intent to
        subscribe for New Securities and the number of New Securities for which
        each such Party intends to subscribe and (ii) if the Parties do not
        intend to subscribe collectively for the total number of New Securities
        set forth in the Capital Notice, the Company shall give to each Party
        that does intend to subscribe for the full number of New Securities to
        which it was entitled to subscribe (any such Party, a "Fully Subscribing
        Party") written notice (a "Further Capital Notice") specifying the
        number of New Securities that will remain unsubscribed ("Remaining New
        Securities"). During a period of fifteen (15) days from the date of any
        Further Capital Notice, each Fully Subscribing Party that intends to
        subscribe for a portion of the Remaining New Securities shall deliver a
        further Subscription Notice to the Company, notifying its intent to
        subscribe for a portion of such Remaining New Securities not greater
        than the portion that the total number of Shares held by such Fully
        Subscribing Party bears to the total number of Shares owned by all Fully
        Subscribing Parties. If the Fully Subscribing Parties do not intend to
        subscribe collectively for the total number of Remaining New Securities
        set forth in the Further Capital Notice, the procedures set forth in the
        two immediately preceding sentences shall be repeated, mutatis mutandis,
        until the Parties have notified their intent to subscribe collectively
        for all the Remaining New Securities or until no Party intends to
        subscribe for any more Remaining New Securities.

               (c) Following the period required to give effect to the
        provisions of Section 2.7(b), the Parties agree to cause the Company to
        convene a General Meeting of Shareholders to authorize the issuance of
        the proposed New Securities. Each Subscription Notice delivered by a
        Party pursuant to Section 2.7(b) shall constitute a binding commitment
        of such Party to subscribe for and purchase from the Company the number
        of New Securities set forth therein at the price and on the terms set
        forth in the Capital Notice within fourteen (14) days of the date the
        New Securities are offered to the



                                        3

<PAGE>   51

        Parties pursuant to a resolution of the General Meeting of Shareholders.
        Any New Securities not so subscribed for and purchased by the Parties
        shall first be offered to the employees of the Company if required by
        the Articles or applicable law and, if not fully subscribed by such
        employees (or no such offer to employees is required), the Remaining New
        Securities may be offered to any Person at a price not less than that
        and on terms not more favorable to the purchaser than those stated in
        the Capital Notice. For the avoidance of doubt, any Shares issued
        pursuant to this Section 2.7, including shares issued to employees,
        shall be subject to the restrictions on transfer set out in this
        Agreement.

               (d) Sections 2.7(a), (b) and (c) shall not apply where the
        issuance of New Securities will consist of an offer to the public. In
        the event an offer to the public is to be made by the Company, each
        Party shall waive any pre-emptive rights it may have under law, this
        Agreement or the Articles, and the Company shall ensure that each Party
        which provides acceptable indications of interest to the underwriters of
        such an offering is permitted to purchase in the offering up to the
        number of Shares equal to its Participating Interest multiplied by the
        total Shares to be offered."

        (g) Section 3.3(b)(vi) is deleted in its entirety and replaced with the
following:

               "(vi) the amendment or modification of Articles 5.1, 9.1, 11.1,
        12.1, 13.1, 14.1, 17, 18, 19, 21 and 24 of the Articles;"

        (h) In Section 3.3, the following provisions is added as Section 3.3(f):

        "For purposes of article 10.2 of the Articles, the Parties agree that
        the provisions of this Agreement shall be deemed to have been
        unanimously agreed by the shareholders of the Company."

        (i) In Section 3.3, the following provision is added as Section 3.3(g):

        "To the extent that an amendment to the Articles may be required to
        effectuate a resolution of the shareholders otherwise properly adopted
        pursuant to this Section 3.3, each Party hereby agrees to vote in favor
        of such amendment at a duly convened General Meeting of Shareholders."



                                        4

<PAGE>   52

        (j) In Section 6.2(b), the following sentence is added at the end of
Section 6.2(b):

        "In the event of, and in order to give effect to, the foregoing, each of
        the Parties hereby agrees to waive any right of first offer it may
        otherwise have under this Agreement or the Articles with respect to the
        Shares that are the subject of such Transfer."

        (k) Section 6.3 is deleted in its entirety and replaced with the
following:

        "6.3 Right of First Offer. Following Operational Acceptance (as defined
        in the TPPI EPC Contract), or prior to Operational Acceptance (as
        defined in the TPPI EPC Contract) with the approval of Parties holding
        60% of the issued and outstanding Shares of the Company, a Party may
        Transfer all or a portion of its Shares upon the approval of the General
        Meeting of Shareholders as provided in Section 6.3(g), provided that
        such Party first complies with the following procedures:

               (a) In the event that any Party (a "Selling Shareholder") desires
        to Transfer any or all of its Shares (other than to a Permitted
        Transferee), such Selling Shareholder shall first give written notice
        (an "Offer Notice") to each other Party (for the purposes of this
        Section 6.3, each such other Party, an "Offeree") stating its desire to
        make such Transfer, the number of Shares desired to be Transferred (the
        "Offered Shares"), the price (which must be payable entirely in cash) at
        which such Selling Shareholder wishes to sell the Offered Shares (the
        "Offer Price"), and any other terms of the offer.

               (b) The Offer Notice shall constitute, for a period of sixty (60)
        days from the date on which it shall have been deemed to be given, an
        irrevocable and exclusive offer to sell to each Offeree (or any
        Affiliate designated by an Offeree), at the Offer Price, a portion of
        the Offered Shares equal to the proportion that the number of Shares
        owned by such Offeree bears to the total number of Shares owned by all
        the Offerees or such lesser portion of the Offered Shares as such
        Offeree chooses in its discretion.

               (c) Each Offeree may accept the offer set forth in an Offer
        Notice by giving notice to the Selling Shareholder, prior to the
        expiration of such offer, specifying the maximum number of Offered
        Shares that the Offeree wishes to purchase.



                                        5

<PAGE>   53

               (d) If any Offeree does not agree to purchase all of the Offered
        Shares to which it is entitled, the Selling Shareholder shall promptly
        so notify each Offeree that has so agreed (an "Antidilutive Offeree"),
        such notice to constitute an offer to sell, irrevocable for 15 days, to
        each such Antidilutive Offeree the portion of the remaining Offered
        Shares (the "Remaining Shares") equal to the proportion that the number
        of Shares owned by such Antidilutive Offeree bears to the total number
        of Shares held by all such Antidilutive Offerees. Each Antidilutive
        Offeree shall notify the Selling Shareholder within such 15 day period,
        specifying the number of Remaining Shares which such Antidilutive
        Offeree agrees to purchase. To the extent that any such Antidilutive
        Offeree does not fully agree to purchase its proportionate share of the
        Remaining Shares, the procedures set forth in the two immediately
        preceding sentences shall be repeated, mutatis mutandis, until the
        Offerees have agreed to purchase all the Remaining Shares or until no
        Offeree agrees to purchase any more Remaining Shares.

               (e) If the offers made by the Selling Shareholder to the Offerees
        pursuant to paragraphs (b) and (d) hereof expire without an agreement by
        one or more Offerees to purchase all of the Offered Shares, the Selling
        Shareholder shall have one hundred and eighty (180) days to notify the
        Parties of any third party or parties prepared to purchase the remaining
        Offered Shares for cash, at a price not less than the Offer Price, and
        upon terms otherwise no more favorable to the proposed transferee or
        transferees than those specified in the Offer Notice, and the sale of
        such Offered Shares to any such proposed third party shall be subject to
        (i) the approval of Parties (including the Selling Shareholder) owning
        at least 60% of the outstanding Shares as to the identity of such
        proposed third party, such consent not to be unreasonably withheld,
        provided that a good faith belief that a Party could not work
        cooperatively with such proposed third party shall be sufficient reason
        for withholding such Party's approval, and (ii) the execution and
        delivery by such third party, prior to the proposed transfer, of an
        assignment and assumption agreement, in form and substance satisfactory
        to the other Parties, pursuant to which such third party agrees to
        assume all of the rights and obligations of a Party pursuant to or under
        this Agreement. In the event that the Selling Shareholder is not able to
        identify any such third party or parties to purchase all of the
        remaining Offered Shares within such 180-day period, the Selling
        Shareholder shall not be permitted to sell such remaining Offered Shares
        pursuant to this Section 6.3 without again complying with each of the
        requirements of this Section 6.3.



                                           6

<PAGE>   54

               (f) If a proposed Transfer to any third party is not approved as
        provided in Section 6.3(e)(i), then the Parties not approving the
        Transfer shall within four months either be prepared to purchase or find
        another party to purchase the Shares proposed to be Transferred provided
        that the sale to any such other party shall be subject to the
        requirements of Section 6.3(e)(i) and (ii) and shall be at the same
        price and on the same terms as set forth in the Offer Notice.

               (g) Following the period required to give effect to the
        provisions of Section 6.3(a) through (f) above, the Selling Shareholder
        shall promptly notify the Company of its intent to effectuate the
        Transfer of the Offered Shares in accordance with the outcome of the
        procedures set forth in Section 6.3(a) through (f). Within 60 (sixty)
        days of the receipt of such notice, the Parties agree to cause the
        Company to convene a General Meeting of Shareholders to approve the
        proposed Transfer, provided that if no such Meeting is convened within
        such 60 (sixty) days, the proposed Transfer shall be deemed as having
        been approved thereby. If the General Meeting of Shareholders rejects
        the proposed Transfer, it shall identify a party or parties to complete
        the purchase of the Offered Shares by no later than 30 (thirty) days
        thereafter, provided that the sale to any such other party shall be
        subject to the requirements of Section 6.3(e)(i) and (ii) and shall be
        at the same price and on the same terms as set forth in the Offer Notice
        and provided further that the failure to identify such third party or
        parties shall be deemed to be an approval of the proposed Transfer.

               (h) The Offerees that have agreed to purchase any or all of the
        Offered Shares pursuant to this Section 6.3, shall pay for such Shares
        within forty-five (45) days following the date of the General Meeting of
        Shareholders approving such Transfer or, if no such General Meeting of
        Shareholders is convened to approve the Transfer, then within ninety
        (90) days following the date of the notice from the Selling Shareholder
        to the Company of such Transfer pursuant to Section 6.3(g).

               (i) If all of the Shares owned by any Party are transferred
        pursuant to and in compliance with this Section 6.3, then such Party
        shall be released from all liabilities under this Agreement, except for
        such liabilities as may have arisen prior to the first date on which
        such Party ceases to own any Shares. The other Parties, as well as any
        other Person or Persons that may become party to this Agreement pursuant
        to any transfer of Shares, shall



                                        7

<PAGE>   55

        execute and deliver an agreement giving effect to the foregoing, in form
        and substance acceptable to the Party being released.

               (j) No Offeree may assign its rights under this Section 6.3
        except as set forth in Section 10.2."

2. Each of the undersigned hereby acknowledges and agrees that all conditions to
the effectiveness of the Shareholders Agreement have been previously fulfilled
or are hereby waived and that the Shareholders Agreement is effective.

3. Except as expressly amended hereby, the Shareholders Agreement remains in
full force and effect.

4. Each Party hereby represents and warrants that: (i) the execution, delivery
and performance of this First Amendment by such Party has been duly authorized
by all necessary corporate action on the part of such Party and (ii) this First
Amendment has been duly executed and delivered by such Party or its duly
authorized representative and constitutes the legal, valid and binding
obligation of such Party, enforceable in accordance with its terms.

5. This First Amendment shall be governed by, and construed in accordance with,
the laws of the state of New York of the United States of America, without
regard to conflict of law principles.

6. This First Amendment may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute one and the
same Agreement.



                                        8

<PAGE>   56

               IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be duly executed as of the date first above written.


NISSHO IWAI CORPORATION                     ITOCHU CORPORATION

/s/ Takashi Hata                            /s/ Masarumi Mizuno
-----------------------                     ------------------------
Name:  Takashi Hata                         Name:  Masarumi Mizuno
Title: Attorney-in-Fact                     Title: Attorney-in-Fact


CEMENTHAI CHEMICALS                         PT. TIRTAMAS MAJUTAMA
(SINGAPORE) PTE LTD

/s/ Ken Trakulhoon                          /s/ Kartini Muljadi SH
-----------------------                     ------------------------
Name:  Ken Trakulhoon                       Name:  Kartini Muljadi SH
Title: Attorney-in-Fact                     Title: Attorney-in-Fact


TRANS-PACIFIC CHEMICALS                     PT. POLYTAMA PROPINDO
(PTE.) LIMITED

/s/ Mihir Taparia                           /s/ Kartini Muljadi SH
-----------------------                     -----------------------
Name:  Mihir Taparia                        Name:   Kartini Muljadi SH
Title: Attorney-in-Fact                     Title:  Attorney-in-Fact



                                        9