REGISTRATION RIGHTS AGREEMENT
       

       
            THIS REGISTRATION RIGHTS AGREEMENT dated as of June 22, 2003 (together
            with all schedules hereto, and as each may be amended, supplemented or
            otherwise modified from time to time, the "Agreement") is between ACETEX
            CORPORATION, a Canadian corporation (the "Company"), PERRY PARTNERS L.P., a
            limited partnership organized under the laws of New York, and PERRY PARTNERS
            INTERNATIONAL, INC., a corporation organized in the Cayman Islands, hereinafter
            collectively referred to as the "Shareholders."
       

       
            WHEREAS, the Company and AT Plastics Inc. ("AT Plastics") are entering
            into a Combination Agreement as of the date hereof (the "Combination
            Agreement") pursuant to which the Company will establish a wholly-owned
            subsidiary that will amalgamate with AT Plastics (the "Amalgamation") on and
            subject to the terms and conditions set out in the Combination Agreement;
       

       
            WHEREAS, the shares of common stock of AT Plastics held by the
            Shareholders have not been registered under the Securities Act (as hereinafter
            defined) or any state securities laws; and the certificates representing such
            shares of common stock bear a legend restricting their transfer;
       

       
            WHEREAS, the shares of common stock of AT Plastics held by the
            Shareholders will be exchanged for shares of common stock of the Company
            pursuant to the Amalgamation;
       

       
            WHEREAS, in connection with the foregoing, the Company has agreed,
            subject to the terms, conditions and limitations set forth in this Agreement,
            to provide the Shareholders and their respective successors, assigns and
            transferees as permitted herein with certain registration rights in respect of
            shares of Common Stock.
       

       
            NOW, THEREFORE, in consideration of the mutual covenants and promises
            contained herein, the parties hereto agree as follows:
       

       
            
ARTICLE I
DEFINITIONS
       

       
            1.1. Definitions.   Capitalized words and phrases used and
            not otherwise defined in this Agreement shall have the following meanings:
       

       
            Commission:   means the Securities and Exchange
            Commission or any other federal agency at the time administering the Securities
            Act.
       

       
            Common Stock:   means the common shares of the
            Company and any shares hereafter authorized of any class of the Company, and,
            in the case of a reclassification, recapitalization or other similar change in
            such Common Stock or in the case of a consolidation or merger of the Company
            with or into another Person, such consideration to which a holder of a share of
            Common Stock would have been entitled upon the occurrence of such event.
       

       
            Company:   includes, in addition to the Company,
            any successor or assignee corporation or corporations into which or with which
            the Company may be merged or consolidated; any corporation for whose shares the
            Common Stock may be exchanged; and any assignee of or successor to all or
            substantially all of the assets of the Company.
       

       
            Exchange Act:   means the Securities Exchange Act
            of 1934, as amended.
       

       
            Holder:   means each Shareholder, and each Person
            who is a Permitted Transferee of any Shareholder.
       

       
            register, registered, and
            registration:   when used with respect to the capital
            stock of the Company, mean a registration effected by preparing and filing with
            the Commission a registration statement or similar document in compliance with
            the Securities Act which has been declared or ordered effective in accordance
            with the Securities Act.
       

       
            Permitted Transferee:   means any corporation,
            partnership, limited liability company or other entity controlled by,
            controlling or under common control with any Shareholder (collectively, the
            "Shareholder Associates") to whom any Shareholder or any Shareholder
            Associate has Transferred
       

       
            1
       

       
       
            shares of Common Stock; Notwithstanding any Person's status as a
            Permitted Transferee, any Transfer of Registrable Securities shall be subject
            to the provisions of Section 9.1.
       

       
            Person:   means any individual, corporation,
            partnership, trust or other entity of any nature whatsoever.
       

       
            Registrable Securities:   means the Common Stock
            held by a Holder. Shares of Common Stock shall cease to be Registrable
            Securities when (i) a registration statement with respect to the sale of such
            shares of Common Stock shall have become effective under the Securities Act
            pursuant to Section 2.1 or Section 3.1 of this Agreement and such shares of
            Common Stock shall have been disposed of pursuant to such registration
            statement, (ii) such shares of Common Stock shall have been sold or otherwise
            distributed pursuant to Rule 144 (or any successor provision) and Rule 145 (or
            any successor provision) under the Securities Act, (iii) with respect to Common
            Stock held by any Holder, registration under the Securities Act or any
            applicable state law is not required to permit the distribution of all of such
            securities to the public or an exemption from registration is available
            therefor, including, without limitation, at such time as such securities are
            eligible for sale or other distribution under Rule 144 (or any successor
            provision) and Rule 145 (or any successor provision) in accordance with the
            volume and other limitations thereof, and (iv) such shares of Common Stock
            shall have ceased to be outstanding.
       

       
            Securities Act:   means the Securities Act of 1933,
            as amended, and the rules and regulations of the Commission promulgated
            thereunder.
       

       
            Transfer:   means any transfer, sale, gift,
            assignment, distribution, conveyance, pledge, hypothecation, encumbrance or
            other voluntary or involuntary transfer of title or beneficial interest,
            whether or not for value, including, without limitation, any disposition by
            operation of law or any grant of a derivative or economic interest therein.
       

       
            
ARTICLE II
DEMAND REGISTRATION
       

       
            2.1 Registration.    (a) The Company shall
            prepare and file with the Commission no later than July 20, 2003 a registration
            statement on Form with respect to the Shareholders' Registrable Securities and
            use its best efforts to cause such registration statement to become effective
            as soon as practicable but no later than 90 days following said filing and keep
            such registration statement effective for a period ending no earlier than 366
            days from the date the Amalgamation is effected or until the distribution
            described in the registration statement relating thereto has been completed,
            whichever shall first occur.
       

       
            (b) The Shareholders and each Holder or any number of Holders of
            Registrable Securities may at any time when the registration statement referred
            to in (a) above is not effective (including at any time following the
            365th day that the Amalgamation is effective) make a written request
            to the Company that the Company file a registration statement or similar
            document under the Securities Act with respect to all or any part of such
            Holder's or Holders' Registrable Securities (a "Demand Registration").
            Subject to the provisions of Section 2.1 (c) and Section 4.1, the Company shall
            cause such registration statement or similar document to be filed with the
            Commission and shall use its best efforts to include in such registration
            statement the Registrable Securities which the Company has been requested to
            register by the requesting Holders and to cause all such Registrable Securities
            to be registered under the Securities Act within 90 days of receipt of the
            requesting Holders' request. Collectively, the Holders shall be entitled to
            request one (1) Demand Registration.
       

       
            (c) The Company agrees not to issue any Common Stock or any securities
            convertible into or exchangeable or exercisable for Common Stock (other than
            securities issued pursuant to the Company's option or other benefit plans,
            pursuant to a registration identified in clauses (i)-(iii) of Section 3.1(a),
            or securities issued by the Company included in any Demand Registration or
            securities issued upon conversion of outstanding warrants or common stock
            issued in connection with the refinancing of debt issued in connection with the
            Amalgamation), for the period commencing 30 days prior to the closing of the
            offering of securities included in any Demand Registration and ending on the
            30th day following such closing. The Holders shall give the Company notice of
            the anticipated closing date of such offering.
       

       
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            2.2 Expenses.    With respect to the
            registration contemplated by Section 2.1 (a) and any Demand Registration, the
            Company shall pay, and shall reimburse each Holder for paying, any expenses
            incurred in connection with such registrations, including, without limitation,
            all registration, qualification, printing and accounting fees and all fees and
            disbursements of counsel for the Company and the reasonable fees and
            disbursements of not more than one counsel for all participating Holders, but
            not any underwriting or brokerage fees or commissions nor any expenses of
            underwriters or brokers.
       

       
            ARTICLE III
PIGGYBACK REGISTRATION
       

       
            3.1    Notice of Registration. (a) In the
            event that the Company proposes to register any of its Common Stock, either for
            its own account or for the account of any Person other than the Holders, but
            not including a registration (i) relating to employee stock option or purchase
            plans, (ii) relating to a transaction pursuant to Rule 145 under the Securities
            Act, or (iii) pursuant to a registration form which does not include
            substantially the same information as would be required to be included in a
            registration statement covering the sale of Registrable Securities (a
            "Piggyback Registration"), the Company will:
       

       
            (X)    promptly give written notice thereof to the
            Holders; and
       

       
            (Y)    use its best efforts to include in such
            Piggyback Registration and in any underwriting involved therein up to all of
            the Registrable Securities which the Holders request in writing to be so
            included within 15 days after receipt of such written notice from the Company.
       

       
            (b)    Notwithstanding the provisions of Section
            3.1(a), the Company shall not be required to include any Registrable Securities
            in any Piggyback Registration during any period in which a shelf registration
            statement shall have become and be maintained effective;
            provided that such shelf
            registration statement shall register under the Securities Act all Registrable
            Securities and shall not be subject to (x) any stop order suspending its
            effectiveness or (y) any order suspending or preventing the use of any related
            prospectus or suspending the qualification of any Registrable Securities
            included in such shelf registration statement.
       

       
            3.2    Expenses.   The Company
            shall pay, and shall reimburse each Holder for paying, any expenses incurred in
            connection with a Piggyback Registration requested pursuant to Section 3.1,
            including, without limitation, all registration, qualification, printing and
            accounting fees and all fees and disbursements of counsel for the Company and
            the reasonable fees and disbursements of not more than one counsel for all
            participating Holders, but not any underwriting or brokerage fees or
            commissions nor any expenses of underwriters or brokers.
       

       
            3.3    Underwriting.   If the
            registration of which the Company gives notice is for a registered public
            offering involving an underwriting, the Company shall so advise the Holders as
            a part of the written notice given pursuant to Section 3.1, and the right of
            the Holders to include Registrable Securities in such registration shall be
            conditioned upon the Holders' participation in such underwriting and the entry
            of the participating Holders (together with the Company and other holders
            distributing their securities through such underwriting) into an underwriting
            agreement in customary form with the underwriter or underwriters selected for
            such underwriting by the Company.
       

       
            3.4    Priority.   If the
            underwriter of the registered public offering referred to in Section 3.3 shall
            advise the Company in writing that marketing factors require a limitation of
            the amount of securities to be underwritten, securities shall be included in
            such offering in the following priority: first, the Common Stock proposed to
            be registered by the Company; second,
            Registrable Securities requested to be included in such registration
            by requesting Holders pursuant to Section 3.1; and
            third, other securities for
            the account of Persons other than Holders, allocated among such Persons in
            accordance with the priorities then existing among the Company and such
            Persons. Any securities excluded pursuant to the provisions of this Section 4.4
            shall be withdrawn from and shall not be included in such Piggyback
            Registration.
       

       
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            ARTICLE IV
PERMITTED DELAYS IN REGISTRATION; HOLDBACK AGREEMENTS
       

       
            4.1    Suspension of Company
            Obligations.   Notwithstanding anything to the contrary set
            forth in this Agreement, the Company's obligation under Article II of this
            Agreement to file any registration statement and to use its best efforts to
            cause Registrable Securities to be registered as provided therein shall be
            suspended in the event either (i) the Company is engaged in an underwritten
            primary offering and the Company is advised in writing by the underwriters that
            the sale of Registrable Securities would have a material adverse effect on such
            primary offering or (ii) in the good faith opinion of counsel to the Company,
            effecting the filing of a Registration Statement pursuant to 2.1(b) hereof
            would adversely affect a material financing, acquisition, disposition of assets
            or stock, merger or other comparable transaction or would require the Company
            to make public disclosure of information the public disclosure of which would
            have a material adverse effect upon the Company (any of the events set forth in
            clauses (i) and (ii) being hereinafter referred to as a "Suspension Event"),
            but such suspension shall occur on not more than one occasion in a 365 day
            period and shall continue only for so long as such event or its effect is
            continuing, but in no event will any such suspension exceed 180 days. The
            Company shall promptly notify the Holders in writing of the existence of any
            Suspension Event, and with such notice shall provide the Holders with a copy of
            such underwriters' determination (in the case of clause (i) above), or such
            opinion of counsel the Board of Directors (in the case of clause (ii) above).
       

       
            4.2    No Participation in Other Securities
            Offerings.   The rights granted by the Company hereunder
            shall be the exclusive rights granted to Holders with respect to Registrable
            Securities. Except as otherwise provided herein, Holders shall have no rights
            to participate in any offering of securities by the Company to third parties,
            including without limitation, any offering of Common Stock, whether such
            offering is effected pursuant to registration under the Securities Act or
            pursuant to an exemption from registration thereunder. The Company may, in its
            sole and absolute discretion, elect to waive the applicability in any
            particular instance of the provisions of this Section 4.2.
       

       
            ARTICLE V
       

       
            REGISTRATION PROCEDURES
       

       
            5.1    Registration
            Procedures.   In the case of each registration to be
            effected by the Company pursuant to this Agreement in which any Holder is
            participating, the Company will keep the Holder advised in writing as to the
            initiation of each registration and as to the completion thereof. In connection
            with each such offering, the Company shall as expeditiously as possible, at its
            sole expense:
       

       
            (a)    prepare and file with the Commission a
            registration statement with respect to such Holder's Registrable Securities and
            use its best efforts to cause such registration statement to become effective
            and to remain effective for a period of at least 180 days (except with respect
            to the registration statement contemplated by 2.1(a) hereof which shall remain
            effective at least until 366 days from the date the Amalgamation is effected)
            or until the distribution described in the registration statement relating
            thereto has been completed, whichever shall first occur;
       

       
            (b)    in connection with the preparation and filing
            of a registration statement, give the Holder, its underwriters, if any, and
            their respective counsel, the opportunity to participate in the preparation of
            such registration statement, each prospectus included therein or filed with the
            Commission, and each amendment thereof or supplement thereto, and give each of
            them such access to its books and records and such opportunities to discuss the
            business of the Company with its officers, its counsel and the independent
            public accountants who have certified its financial statements as shall be
            necessary, in the opinion of the Holder's and such underwriters' respective
            counsel, to conduct a reasonable due diligence investigation within the meaning
            of the Securities Act;
       

       
            (c)    furnish to the Holder and to the underwriters
            of the securities being registered such number of copies of the registration
            statement, preliminary prospectus, final prospectus and other documents
            incident thereto as such underwriters and the Holder from time to time may
            reasonably request;
       

       
            4
       

       
       
            (d)    prepare and file with the Commission such
            amendments and supplements to such registration statement and the prospectus
            used in connection with such registration statement as may be necessary to
            comply with the provisions of the Securities Act with respect to the
            disposition of all securities covered by such registration statement;
       

       
            (e)    register or qualify the Registrable Securities
            covered by such registration statement under such other securities or Blue Sky
            laws of such jurisdictions as shall be requested by the Holder for the
            distribution of the Registrable Securities covered by the registration
            statement to be sold by the Holder; provided that the Company shall not
            be required in connection therewith or as a condition thereto to qualify to do
            business or to file a general consent to service of process in any such states
            or jurisdictions;
       

       
            (f)    enter into an underwriting agreement in
            customary form and substance reasonably satisfactory to the Company, the Holder
            and the managing underwriter or underwriters of the public offering of such
            securities, if the offering is to be underwritten, in whole or in part;
            provided that the Holder shall
            be a party to such underwriting agreement and may, at its option, require that
            any or all of the conditions precedent to the obligations of such underwriters
            under such underwriting agreement be conditions precedent to the obligations of
            the Holder. The Holder shall not be required to make any representations or
            warranties to or agreement with the Company or the underwriters other than
            representations, warranties or agreements regarding the Holder and the Holder's
            intended method of distribution and any other representation or warranty
            required by law;
       

       
            (g)    notify the Holder at any time when a
            prospectus relating thereto covered by such registration statement is required
            to be delivered under the Securities Act, of the happening of any event as a
            result of which the prospectus included in such registration statement, as then
            in effect, includes an untrue statement of a material fact or omits to state a
            material fact required to be stated therein or necessary to make the statements
            therein not misleading in the light of the circumstances then existing;
       

       
            (h)    furnish, at the request of the Holder on the
            date that any Registrable Securities are to be delivered to the underwriters
            for sale in connection with a registration pursuant to this Agreement, if such
            securities are being sold through underwriters, on the date that the
            registration statement with respect to such securities becomes effective, (i)
            an opinion, dated such date, of the counsel representing the Company for the
            purposes of such registration, in form and substance as is customarily given to
            underwriters in an underwritten public offering, addressed to the underwriters,
            if any, and to the Holder and (ii) a letter dated such date, from the
            independent certified public accountants of the Company, in form and substance
            as is customarily given by independent certified public accountants to
            underwriters in an underwritten public offering, addressed to the underwriters,
            if any, and to the Holder; and
       

       
            (i)    list all Registrable Securities covered by
            such registration statement on such securities exchange as may be mutually
            agreed upon by the parties.
       

       
            ARTICLE VI
       

       
            INDEMNIFICATION
       

       
            6.1    Indemnification by the
            Company.   In the event of any registration of any
            Registrable Securities pursuant to this Agreement under the Securities Act, the
            Company will, and hereby does, indemnify and hold harmless each participating
            Holder, each of its directors, officers and controlling persons, if any, within
            the meaning of the Securities Act, against any losses, claims, damages or
            liabilities, to which such participating Holder or controlling person may
            become subject under the Securities Act or otherwise, insofar as such losses,
            claims, damages or liabilities (or actions or proceedings, whether commenced or
            threatened, in respect thereof) arise out of or are based upon any untrue
            statement or alleged untrue statement of any material fact contained in the
            registration statement under which such Registrable Securities were registered
            under the Securities Act, any preliminary prospectus, final prospectus or
            summary prospectus contained therein, or any amendment
       

       
            5
       

       
       
            or supplement thereto, or any omission or alleged omission to state
            therein a material fact required to be stated therein or necessary to make the
            statements therein, in light of the circumstances under which they were made,
            not misleading, and the Company will reimburse each participating Holder and
            controlling person for any reasonable legal or any other expenses reasonably
            incurred by them in connection with investigating or defending any such loss,
            claim, liability, action or proceeding; provided, however, that the Company
            shall not be liable in any such case to the extent that any such loss, claim,
            damage, liability (or action or proceeding in respect thereof) or expense
            arises out of or is based upon an untrue statement or alleged untrue statement
            or omission or alleged omission made in such registration statement, any such
            preliminary prospectus, final prospectus, summary prospectus, amendment or
            supplement in reliance upon and in conformity with written information
            furnished to the Company by any participating Holder, specifically stating that
            it is for use in the preparation thereof. Such indemnity shall remain in full
            force and effect regardless of any investigation made by or on behalf of any
            participating Holder or any such underwriter or controlling person and shall
            survive the transfer of such securities by the Holder.
       

       
            6.2    Indemnification by Participating
            Holders.   Each of the participating Holders whose
            Registrable Securities are included or to be included in any registration
            statement, as a condition to including Registrable Securities in such
            registration statement, agrees to indemnify and hold harmless (in the same
            manner and to the same extent as set forth in Section 6.1) the Company, each
            director of the Company, each officer of the Company and each other Person, if
            any, who controls the Company within the meaning of the Securities Act, with
            respect to any untrue statement or alleged untrue statement of a material fact
            in or omission or alleged omission to state a material fact from such
            registration statement, any preliminary prospectus, final prospectus or summary
            prospectus contained therein, or any amendment or supplement thereto, if such
            untrue statement or alleged untrue statement or omission or alleged omission
            was made in reliance upon and in conformity with written information furnished
            to the Company by any participating Holder specifically stating that it is for
            use in the preparation of such registration statement, preliminary prospectus,
            final prospectus, summary prospectus, amendment or supplement. The obligation
            to provide indemnification pursuant to this Section 6.2 shall be several, and
            not joint and several, among such participating Holders. Such indemnity shall
            remain in full force and effect regardless of any investigation made by or on
            behalf of the Company or any such director, officer, or any such underwriter or
            controlling person and shall survive the transfer of such securities by any
            participating Holder.
       

       
            6.3    Notices of
            Claims.   Promptly after receipt by an indemnified party of
            notice of the commencement of any action or proceeding involving a claim
            referred to in Section 6.1 or 6.2, such indemnified party will, if a claim in
            respect thereof is to be made against an indemnifying party, give written
            notice to the latter of the commencement of such action;
            provided, however, that the
            failure of any indemnified party to give notice as provided herein shall not
            relieve the indemnifying party of its obligations under Section 6.1 or 6.2,
            except to the extent that the indemnifying party is actually prejudiced by such
            failure to give notice. In case any such action is brought against an
            indemnified party, unless in such indemnified party's reasonable judgment a
            conflict of interest between such indemnified and indemnifying parties may
            exist in respect of such claim, the indemnifying party shall be entitled to
            participate in and to assume the defense thereof, jointly with any other
            indemnifying party similarly notified to the extent that it may wish, with
            counsel reasonably satisfactory to such indemnified party, and after notice
            from the indemnifying party to such indemnified party of its election so to
            assume the defense thereof, the indemnifying party shall not be liable to the
            indemnified party for any legal or other expenses subsequently incurred by the
            latter in connection with the defense thereof other than reasonable costs of
            investigation; provided that
            the indemnified party may participate in such defense at the indemnified
            party's expense and provided, further,
            that all indemnified parties shall have the right to employ one
            counsel to represent them if, in the reasonable judgment of such indemnified
            parties, it is advisable for them to be represented by separate counsel by
            reason of having legal defenses which are different from or in addition to
            those available to the indemnifying party, and in that event the reasonable
            fees and expenses of such one counsel shall be paid by the indemnifying party.
            If the indemnifying party is not entitled to, or elects not to, assume the
            defense of a claim, it will not be obligated to pay the fees and expenses of
            more than one counsel
       

       
            6
       

       
       
            for the indemnified parties with respect to such claim, unless in the
            reasonable judgment of any indemnified party a conflict of interest may exist
            between such indemnified party and any other indemnified parties with respect
            to such claim, in which event the indemnifying party shall be obligated to pay
            the fees and expenses of such additional counsel for the indemnified parties.
            No indemnifying party shall consent to entry of any judgment or enter into any
            settlement without the consent of the indemnified party which does not include
            as an unconditional term thereof the giving by the claimant or plaintiff to
            such indemnified party of a release from all liability in respect to such claim
            or litigation. No indemnifying party shall be subject to any liability for any
            settlement made without its consent, which consent shall not be unreasonably
            withheld.
       

       
            6.4    Other
            Indemnification.   Indemnification similar to that specified
            in the preceding Sections of this Article VI (with appropriate modifications)
            shall be given by the Company and any participating Holder with respect to any
            required registration or other qualification of securities under any federal or
            state law or regulation of any governmental authority other than the Securities
            Act.
       

       
            6.5    Indemnification
            Payments.   The indemnification required by this Article VI
            shall be made by periodic payments of the amount thereof during the course of
            the investigation or defense, as and when bills are received or expense, loss,
            damage or liability is incurred.
       

       
            6.6    Contribution.   If, for
            any reason, the foregoing indemnity is unavailable, or is insufficient to hold
            harmless an indemnified party, then the indemnifying party shall contribute to
            the amount paid or payable by the indemnified party as a result of the expense,
            loss, damage or liability (a) in such proportion as is appropriate to reflect
            the relative fault of the indemnifying party on the one hand and the
            indemnified party on the other (determined by reference to, among other things,
            whether the untrue or alleged untrue statement of a material fact or omission
            or alleged omission relates to information supplied by the indemnifying party
            or the indemnified party and the parties' relative intent, knowledge, access to
            information and opportunity to correct or prevent such untrue statement or
            omission); or (b) if the allocation provided by clause (a) above is not
            permitted by applicable law or provides a lesser sum to the indemnified party
            than the amount otherwise payable hereunder, in the proportion as is
            appropriate to reflect not only the relative fault of the indemnifying party
            and the indemnified party, but also the relative benefits received by the
            indemnifying party on the one hand and the indemnified party on the other, as
            well as any other relevant equitable considerations. No indemnified party
            guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of
            the Securities Act) shall be entitled to contribution from any indemnifying
            party who was not guilty of such fraudulent misrepresentation.
       

       
            ARTICLE VII
       

       
            INFORMATION BY PARTICIPATING HOLDERS
       

       
            7.1    Information Regarding Participating
            Holders.   If any Registrable Securities are included in any
            registration, each participating Holder shall furnish to the Company and any
            applicable underwriter such information regarding such Holder and the
            distribution proposed by such Holder as the Company or such underwriter may
            request in writing and as shall be required in connection with any
            registration, qualification or compliance referred to in this Agreement.
       

       
            ARTICLE VIII
       

       
            RULE 144 AND RULE 145 SALES
       

       
            8.1    Reporting.   With a view
            to making available to the Holders the benefits of certain rules and
            regulations of the Commission which may permit the sale of Registrable
            Securities (and shares of Common Stock held by any Holder which are eligible
            for sale or distribution under Rule 144 (or any successor provision) and Rule
            145 (or any successor provision) promulgated under the Securities Act) to the
            public without registration or through short form registration forms the
            Company agrees to:
       

       
            (a) file with the Commission in a timely manner all reports and other
            documents required of the Company under the Securities Act and the Exchange
            Act; and
       

       
            7
       

       
       
            (b) furnish to each Holder, so long as such Holder owns any Registrable
            Securities (or any shares of Common Stock which are eligible for sale or
            distribution under Rule 144 and Rule 145), forthwith upon request a written
            statement by the Company that it has complied with the reporting requirements
            of Rule 144 and Rule 145, the Securities Act and the Exchange Act, a copy of
            the most recent annual or quarterly report of the Company, and such other
            reports and documents so filed by the Company as such Holder may reasonably
            request in availing itself of any rule or regulation of the Commission
            permitting such Holder to sell any such securities without registration.
       

       
            (c) Rule 144 and Rule 145 Sales. In connection with any sale,
            transfer or other disposition by any Holder of any Registrable Securities (or
            any shares of Common Stock which are eligible for sale or distribution under
            Rule 144 and Rule 145) pursuant to Rule 144 and Rule 145, upon the delivery to
            the Company of an opinion of counsel to the Holder (such counsel to be
            reasonably satisfactory to the Company) to the effect that such securities may
            be sold in a transaction exempt from the registration and prospectus delivery
            requirements of the Securities Act so that all transfer restrictions can be
            removed upon the consummation of such sale, the Company shall provide such
            Holder with certificates representing the Common Stock, free and clear of all
            transfer restrictions and legends. The Company agrees promptly to deliver such
            legend-free certificates to the Holder for such number of shares of Common
            Stock and registered in such names as the Holder may reasonably request.
       

       
            ARTICLE IX
       

       
            TRANSFER OF RIGHTS
       

       
            9.1    Transfer or
            Assignment.   The rights granted hereunder by the Company
            may be assigned or otherwise conveyed to the respective transferees of the
            Shareholders. It shall be a condition to any Transfer that (a) such Transfer is
            effected in accordance with applicable federal and state securities laws, (b)
            such transferee or assignee becomes a party to this Agreement or agrees in
            writing to be subject to the terms hereof to the same extent as if it were the
            Holder hereunder, and (c) the Company is given written notice by the Holder of
            said Transfer, stating the name and address of said transferee and identifying
            the securities with respect to which such registration rights are being
            assigned.
       

       
            ARTICLE X
       

       
            TERMINATION
       

       
            10.1    Termination.   This
            Agreement and the rights provided hereunder shall terminate and be of no
            further force and effect with respect to each Holder on the earlier of the date
            such Holder shall no longer hold any Registrable Securities.
       

       
            ARTICLE XI
       

       
            MISCELLANEOUS
       

       
            11.1    Remedies for
            Breach.   It is expressly understood that the equitable
            remedies of specific performance and injunction shall be available for the
            enforcement of the covenants and agreements herein, and that the availability
            of these equitable remedies shall not be deemed to limit any other right or
            remedy to which any party to this Agreement would otherwise be entitled.
       

       
            11.2    Successors and
            Assigns.   Subject to the provisions of Section 9.1, the
            terms and conditions of this Agreement shall inure to the benefit of and be
            binding upon the respective successors, assigns and transferees of the parties
            If any successor, assignee or transferee of any Holder shall acquire
            Registrable Securities, in any manner, whether by operation of law or
            otherwise, such Registrable Securities shall be held subject to all of the
            terms of this Agreement, and by taking and holding such Registrable Securities
            such Person shall be conclusively deemed to have agreed to be bound by all of
            the terms and provisions hereof.
       

       
            8
       

       
       
            11.3    Notices.   All notices
            and other communications provided for hereunder shall be in writing and sent by
            registered or certified mail, return receipt requested, postage prepaid or
            delivered in person or by courier, telecopier or electronic mail, and shall be
            deemed to have been duly given when received, by the party to whom such notice
            is to be given at its address set forth below, or at such other address for the
            party as shall be specified by notice given pursuant hereto:
       

       
            (a)    if to the Company, to:
       

       		
		Acetex
                   Corporation
750 World Trade Center
999 Canada Place
Vancouver, British
                   Columbia
Canada
Attention: Brooke Wade


       		
		with
                   a copy to:


       		
		Burnet
                   Duckworth & Palmer LLP
350 Seventh Avenue, SW
Calgary, Alberta

                   Canada
Attention: David Ross


       
            (b)    if to a Holder, to:
       

       		
		Perry
                   Capital LLC
599 Lexington Avenue
New York, NY 10022
Attention: Richard
                   C. Perry


       		
		with
                   a copy to:


       		
		Cadwalader,
                   Wickersham & Taft
100 Maiden Lane New York, NY 10038
Attention:
                   Dennis J. Block, Esq.


       
            11.4    Governing Law.   This
            Agreement and any controversy or claim arising out of or relating to this
            Agreement shall be governed by the laws of the State of New York, without
            giving effect to the principles of conflicts of laws.
       

       
            11.5    Entire Agreement; Amendments and
            Waivers.   This Agreement constitutes the entire agreement
            among the parties pertaining to the subject matter hereof and supersedes all
            prior agreements, understandings, negotiations and discussions whether oral or
            written, of the parties. No supplement, modification or waiver of this
            Agreement shall be binding unless executed in writing by all parties. No waiver
            of any of the provisions of this Agreement shall be deemed or shall constitute
            a waiver of any other provision hereof (whether or not similar), nor shall such
            waiver constitute a continuing waiver unless otherwise expressly provided.
       

       
            11.6    Counterparts.   This
            Agreement may be executed in two or more counterparts, each of which shall be
            deemed an original, but all of which together shall constitute one and the same
            instrument. Copies of executed counterparts transmitted by telecopy or other
            electronic transmission service shall be considered original executed
            counterparts for purposes of this Section 11.6.
       

       
            11.7    Severability.   In the
            event that any one or more of the provisions contained in this Agreement shall,
            for any reason, be held to be invalid, illegal or unenforceable in any respect,
            such invalidity, illegality or unenforceability shall not affect any other
            provision of this Agreement.
       

       
            11.8    Headings.   The
            headings of the Articles and Sections herein are inserted for convenience of
            reference only and are not intended to be part of or to affect the meaning or
            interpretation of this Agreement.
       

       
            11.9    Gender and Other
            References.   Unless the context clearly indicates
            otherwise, the use of any gender pronoun in this Agreement shall be deemed to
            include all other genders, and singular references shall include the plural and
            vice versa.
       

       
            9
       

       
       
            11.10    Cooperation in Private
            Resales.   The Company shall reasonably cooperate with any
            Holder who seeks to sell any Registrable Securities in a transaction exempt
            from the requirements of the Securities Act, including any private placement or
            block trade. Such cooperation shall include, without limitation, assisting the
            Holder by providing information regarding the Company and reasonable access to
            Company facilities and personnel to potential buyers of Registrable Securities.
       

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

       		
		ACETEX
                   CORPORATION


       		
		Per:   "Brooke
                   N. Wade"
 Brooke Wade
Title:  Chairman & Chief
                   Executive Officer


       		
		PERRY
                   PARTNERS L.P. BY PERRY CORP., ITS GENERAL PARTNER


       		
		Per:  "Randall
                   Borkenstein"
 Name:  Randall
                   Borkenstein
Title:  Managing Director and Chief Financial
                              Officer


       		
		PERRY
                   PARTNERS INTERNATIONAL, INC. BY PERRY CORP., ITS INVESTMENT
 MANAGER


       		
		Per:  "Randall
                   Borkenstein"
Name:  Randall
                   Borkenstein
Title:  Managing Director and Chief Financial
                               Officer


       
            10