<PAGE>

                                                              Exhibit 10(nn)


[Certain portions of this Exhibit have been omitted pursuant to a request
for confidential treatment, as indicated by an * and separately filed with
the Securities Exchange Commission.]


         This Agreement, made as of the 30th day of December, 2004 by and
among Cytec Industries Inc. ("Cytec"), Solutia Inc., debtor-in-possession
("Solutia"), UCB SA ("UCB"), Solutia Canada Inc. ("SOCAN"), Surface
Specialties, Inc. ("Surface Specialties" or "SSI") and Surface Specialties
S.A. ("Surface Specialties S.A." or "SSSA").

                                 WITNESSETH

         WHEREAS, Solutia and UCB are parties to a Stock and Asset Purchase
Agreement dated as of December 2, 2002 (as amended from time to time the
"Solutia SAPA"), pursuant to which Solutia sold to UCB certain assets;

         WHEREAS, in connection with the closing of the transaction
contemplated by the Solutia SAPA, UCB and affiliates of UCB, including
Surface Specialties and Surface Specialties S.A., entered into numerous
agreements with Solutia and affiliates of Solutia, including but not limited
to the following agreements, all of which were subsequently assigned by the
UCB parties to Surface Specialties or Surface Specialties S.A. pursuant to
an internal restructuring conducted by UCB:

         (i)      Lease and Manufacturing Agreement, dated as of January 31,
                  2003, between Solutia and Surface Specialties as the
                  assignee and successor in interest to the rights and
                  obligations of UCB, Inc. and UCB Chemicals Corp. (the
                  "Lease and Manufacturing Agreement");


         (ii)     Lab Services Agreement, dated as of January 31, 2003,
                  between Solutia and Surface Specialties as the assignee
                  and successor in interest to the rights and obligations of
                  UCB, Inc. and UCB Chemicals Corp. (the "Lab Services
                  Agreement");


                                     2

         (iii)    Laboratory and Office Space Lease and Access Agreement
                  dated as of January 31, 2003, between Solutia and Surface
                  Specialties as the assignee and successor in interest to
                  the rights and obligations of UCB, Inc. and UCB Chemicals
                  Corp. (the "Laboratory Lease and Access Agreement");

         (iv)     La Salle Toll Agreement, dated as of January 31, 2003,
                  between SOCAN and Surface Specialties as the assignee and
                  successor in interest to the rights and obligations of
                  UCB, Inc. and UCB Chemicals Corp. (the "LaSalle Toll
                  Agreement");

         (v)      Sales Contract - DME, dated January 31, 2003 between
                  Solutia and Surface Specialties S.A. as the assignee and
                  successor in interest to the rights and obligations of UCB
                  (the "DME Sales Contract");

         (vi)     Trademark Exclusive License Agreement, dated as of January
                  31, 2003, between Solutia and Surface Specialties S.A. as
                  the assignee and successor in interest to the rights and
                  obligations of UCB (the "Trademark License Agreement");

         (vii)    Sales Contract for ethyl acetate, dated January 31, 2003,
                  between Solutia and Surface Specialties as the assignee
                  and successor in interest to UCB Chemicals Corp., (the
                  "Ethyl Acetate Sales Contract");

         (viii)   Sales Contract for adipic acid, dated January 31, 2003,
                  between Solutia and SSSA (the "Adipic Acid Sales
                  Contract"); and

         (ix)     Intellectual Property License Agreement, dated as of
                  January 31, 2003, between Solutia and Surface Specialties
                  S.A. as the assignee and successor in interest to the
                  rights and obligations of UCB (the "Intellectual Property


                                     3

                  License Agreement" and, collectively with the other
                  agreements described in clauses (i) through (viii) hereof,
                  as such agreements may be amended or modified from time to
                  time, the "Contracts");

         WHEREAS, UCB and Cytec are parties to a Stock and Asset Purchase
Agreement dated as of October 1, 2004 (as amended from time to time the "UCB
SAPA"), pursuant to which UCB agreed to sell, directly or indirectly,
certain assets to Cytec, including the stock of Surface Specialties S.A. and
Surface Specialties;

         WHEREAS, UCB has requested that Solutia assume and consent to the
assignment of the Contracts in connection with the transaction contemplated
under the UCB SAPA;

         WHEREAS, UCB and its affiliates and Solutia and its affiliates
dispute various obligations to each other arising out of the Solutia SAPA
and the Contracts; and

         WHEREAS, Solutia is willing to assume and consent to the assignment
of the Contracts, subject to the terms and conditions set forth herein.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

         1.       UCB will pay or cause one of more of its affiliates to pay
                  Solutia an aggregate of $4,500,000 USD (the "Initial
                  Payment") on or prior to December 31, 2004 on account of
                  one or more liabilities or obligations of any type,
                  whether accrued, contingent or otherwise, to Solutia not
                  otherwise expressly waived under this Agreement
                  (collectively, the "Obligations"). Each of UCB, SSI, SSSA
                  and


                                     4

                  Solutia agree that, except as otherwise set forth
                  herein, Cytec, and only Cytec, is authorized to designate
                  which Obligations the Initial Payment shall be applied
                  against, and none of UCB, SSI, SSSA or Solutia will make
                  any designation as to which Obligations the Initial
                  Payment will be applied against. Notwithstanding the
                  foregoing, Solutia agrees that in the event that the UCB
                  SAPA is terminated, UCB shall have the right to designate
                  which Obligations the Initial Payment will be applied
                  against (including Obligations which would have been
                  waived hereunder if the UCB SAPA had not been terminated)
                  and Solutia shall not make any designation as to which
                  Obligations the Initial Payment will be applied against.
                  Promptly after it designates which Obligations the Initial
                  Payment will be applied against, Cytec or UCB as the case
                  may be, will notify Solutia of such designations. As
                  between Cytec and UCB, Cytec agrees that it may designate
                  only one or more of the Obligations described in Schedule
                  3.7(f) to the UCB SAPA as Obligations against which the
                  payment contemplated by this paragraph 1 shall be applied
                  and that it will make any such designation effective as of
                  the closing of the transactions contemplated by the UCB
                  SAPA (the "UCB Closing").

         2.       In contemplation of this Agreement, UCB has paid or caused
                  one or more of its affiliates to pay SOCAN $3,948,059 CAD
                  and has released or caused one or more of its affiliates
                  to release $800,000 CAD to SOCAN from the working fund
                  established under the LaSalle Toll Agreement in
                  satisfaction of all past due obligations under the LaSalle
                  Toll Agreement, consisting of $899,757 CAD for capital
                  expenditures made during 2003 and 2004 and $887,583 CAD
                  for overdue


                                     5

                  Service Fees plus $620,207 CAD VAT on these amounts and
                  $2,340,512 CAD for January and February 2004 invoices.
                  UCB and SOCAN acknowledge and agree that the $800,000
                  CAD released to SOCAN from the working fund represents
                  the amounts in excess of the working fund balance
                  currently required under the LaSalle Toll Agreement and
                  that the remaining $200,000 CAD in funds previously
                  advanced by UCB or its affiliates to the working fund
                  will remain in the working fund unless and until an
                  evaluation of monthly expenditures indicates a reduction
                  is appropriate. UCB will pay or cause one or more of its
                  affiliates to pay Solutia on or before December 31, 2004
                  an aggregate of $141,526 CAD, representing capital
                  expenditures under Section 3.8(a) of the LaSalle Toll
                  Agreement.

         3.       Solutia agrees, subject to approval of the Bankruptcy
                  Court having authority over its bankruptcy case (the
                  "Bankruptcy Court"), and effective upon the UCB Closing,
                  to amend, in accordance with paragraphs 6 through 8 of
                  this Agreement, and assume the following contracts
                  pursuant to Section 365 of the U.S. Bankruptcy Code (as
                  amended, the "Assumed Contracts"):

                    (i)      Lease and Manufacturing Agreement;
                    (ii)     Lab Services Agreement;
                    (iii)    Laboratory Lease and Access Agreement;
                    (iv)     DME Sales Contract;
                    (v)      Trademark Exclusive License Agreement;
                    (vi)     Ethyl Acetate Sales Contract;
                    (vii)    Adipic Acid Sales Contract; and
                    (viii)   Intellectual Property License Agreement.


                                     6

         4.       Effective as of the later of the effective date of the
                  Court Approval, as defined in paragraph 5 below, and the
                  UCB Closing, the parties acknowledge that Solutia owes UCB
                  or its affiliates $518,000 as an adjustment to the working
                  fund balance under the Lease and Manufacturing Agreement
                  (the "Cure Amount") and UCB, SSI, SSSA and Cytec
                  acknowledge and agree that there are no other monetary
                  defaults or amounts due under any of the Assumed Contracts
                  and that the Cure Amount is the total amount payable by
                  Solutia or its affiliates to cure the Assumed Contracts.
                  Upon receipt of Court Approval, defined in paragraph 5
                  below, and Solutia's satisfaction of the Cure Amount, UCB,
                  SSI, SSSA and Cytec shall be forever barred and enjoined
                  from asserting against Solutia or its affiliates any
                  defaults, claims, interest or other default penalties
                  under the Assumed Contracts arising before the date of
                  this Agreement except for any obligations pursuant to the
                  Assumed Contracts that become due after the date of this
                  Agreement, including obligations pursuant to
                  indemnification, hold-harmless and similar contractual
                  provisions in the Assumed Contracts.

         5.       Within fifteen (15) days after the execution of this
                  Agreement, Solutia shall file a motion, in a form
                  reasonably acceptable to UCB and Cytec, with the
                  Bankruptcy Court to obtain approval of this Agreement and
                  authorization to comply with the terms of this Agreement
                  including, without limitation, authorization for the
                  amendment and assumption of the Assumed Contracts and the
                  releases provided for herein (such approval, once the
                  Bankruptcy Court enters one or more related orders in
                  connection therewith, the "Court Approval"). Solutia shall
                  use its reasonable best efforts to obtain the Court
                  Approval by February 21, 2005. In the


                                     7

                  event that any Bankruptcy Court order related hereto shall be
                  appealed by any party (or a petition for certiorari or
                  motion for reconsideration, amendment, clarification,
                  modification, vacation, stay, rehearing or reargument
                  shall be filed with respect to any such order), Solutia
                  shall cooperate with UCB in taking such reasonable steps,
                  and causing its affiliates to take such reasonable steps,
                  diligently, to defend against such appeal, petition or
                  motion and Solutia shall use, and shall cause its
                  affiliates to use, its and their respective reasonable
                  efforts to obtain an expedited resolution of any such
                  appeal, petition or motion.

         6.       Effective as of the later of the effective date of the
                  Court Approval and the UCB Closing, the DME Sales Contract
                  is hereby amended as follows:

                           (a)      The payment terms section is hereby
                                    amended and restated in its entirety to
                                    read in full as follows: "PAYMENT TERMS
                                    15 days from date of invoice until the
                                    earlier of (x) the first anniversary of
                                    the closing of the transactions
                                    contemplated by the Stock and Asset
                                    Purchase Agreement, dated as of October
                                    1, 2004 between UCB S.A. and Cytec
                                    Industries Inc, as it may be amended or
                                    modified from time to time (the "UCB
                                    Closing") and (y) the first date Solutia
                                    is no longer a debtor in possession,
                                    after which Payment terms shall be 30
                                    days from date of invoice."

                           (b)      The second paragraph of Addendum C1 is
                                    amended and restated in its entirety to
                                    read in full as follows: "In 2005
                                    immediately following the UCB Closing
                                    and by January 15 in each calendar year
                                    subsequent to 2005, Buyer shall compute
                                    its "Net DME



                                     8

                                    Margin" on resales of DME purchased and
                                    resold from Seller over the prior calendar
                                    year.*

         7.       Effective as of the later of the effective date of the
                  Court Approval and the UCB Closing, the Adipic Acid Sales
                  Contract is hereby amended as follows:

                           (a)      The Period section is hereby amended and
                                    restated in its entirety to read in full
                                    as follows: "PERIOD January 1, 2003 to
                                    December 31, 2007, unless and until
                                    earlier termination by either party on
                                    at least 180 days' written notice. Upon
                                    the end of the initial term, the
                                    agreement will continue from year to
                                    year unless and until terminated at any
                                    time by either party on at least 180
                                    days' written notice."

                           (b)      The payment terms section shall be
                                    amended and restated in its entirety to
                                    read in full as follows: "PAYMENT TERMS
                                    15 days from date of invoice until the
                                    earlier of (x) the first anniversary of
                                    the closing of the transactions
                                    contemplated by the Stock and Asset
                                    Purchase Agreement, dated as of October
                                    1, 2004 between


                                     9

                                    UCB S.A. and Cytec Industries Inc, as it
                                    may be amended or modified from time to
                                    time and (y) the first date Solutia is no
                                    longer a debtor in possession, after
                                    which Payment terms shall be 30 days
                                    from date of invoice."

         8.       Effective as of the later of the effective date of the
                  Court Approval and the UCB Closing, the Ethyl Acetate
                  Sales Contract shall be amended as follows:

                           (a)      The "Period" section of the Ethyl
                                    Acetate Contract is hereby amended and
                                    restated in its entirety to read in full
                                    as follows: "Period January 1, 2003 to
                                    December 31, 2007 or, at Seller's option
                                    exercisable at any time before September
                                    30, 2007 by written notice to Buyer,
                                    December 31, 2010, and continuous
                                    thereafter unless and until terminated
                                    by either party on at least 180 days'
                                    written notice."

                           (b)      The "Additional Terms and Conditions"
                                    section of the Ethyl Acetate Sales
                                    Contract is hereby amended to include an
                                    additional paragraph as follows: "In the
                                    event that Seller exercises its option
                                    to extend the initial term of this
                                    Agreement to December 31, 2010 as
                                    aforesaid, then commencing on January 1,
                                    2008 the following "meet-or-release"
                                    provisions shall apply. If at any time
                                    after January 1, 2008 and during the
                                    term of this Agreement, similar or
                                    lesser quantities of Ethyl Acetate of
                                    similar or higher quality and meeting
                                    the specifications attached as Exhibit B
                                    are offered to Buyer from a third party
                                    not affiliated


                                     10

                                    with Buyer at a lower delivered price (the
                                    "Third Party Price") than the price then
                                    in effect hereunder, Buyer may provide
                                    notice of such availability to Seller
                                    specifying the Third Party Price and the
                                    quantity available. If Seller does not
                                    agree to reduce the price hereunder to
                                    the Third Party Price for the quantity
                                    of such Products available from the
                                    third party within five business days
                                    from the date of Buyer's notice, Buyer
                                    may purchase such quantities of Products
                                    from the third party and deduct such
                                    quantities from Buyer's obligation to
                                    purchase Products hereunder."

         9.       Effective as of the later of the effective date of the
                  Court Approval and the UCB Closing, Cytec agrees, at
                  Solutia's request, to manufacture for Solutia during 2005
                  at the Indian Orchard Pilot Plant the formalin stabilizer
                  historically manufactured in the Indian Orchard Pilot
                  Plant (the "Stabilizer") at the volumes and transfer
                  prices in effect during 2002 as agreed to by UCB under
                  item 10 of Schedule 1.3 (Excluded Assets) of the Solutia
                  SAPA . Cytec, and Solutia agree to use their reasonable
                  best efforts to enter into a definitive written Stabilizer
                  supply contract incorporating the foregoing terms and such
                  other terms and conditions that are customary for such an
                  agreement within 30 days following the UCB Closing. UCB,
                  SSI, SSSA and Cytec agree that Solutia is the exclusive
                  owner as against UCB, SSI, SSSA and Cytec of the
                  technology, know-how and related trade secrets relating to
                  the formalin and formalin stabilizer/inhibitor and
                  production of formalin stabilizer at the Indian Orchard
                  Pilot Plant.


                                     11

         10.      Effective as of the later of the effective date of the
                  Court Approval and the UCB Closing, Cytec agrees that (a)
                  pursuant to clause 4.1(a)(ii) of the LaSalle Toll
                  Agreement it will pay as a Services Fee for services
                  thereunder a guaranteed annual minimum amount of
                  $1,000,000 (subject to pro ration for periods less than
                  one year) plus an additional amount of $0.104 per pound
                  for each pound produced in accordance with the terms
                  thereof in excess of 9.6 million pounds annually, (b)
                  capital expenditures under clause 3.8 of the LaSalle Toll
                  Agreement shall be deemed to include all capital
                  expenditures associated with the North American Resimines
                  Consolidation Project at the LaSalle site, and (c) it will
                  cure any payment defaults by UCB or its affiliates under
                  the LaSalle Toll Agreement. Solutia represents and
                  warrants that, after giving effect to the payments
                  contemplated by paragraph 2 above, there are no payment
                  defaults under the LaSalle Toll Agreement as of the date
                  hereof.

         11.      On the later of the effective date of the Court Approval
                  and the UCB Closing, UCB will pay or cause one or more of
                  its affiliates to pay Solutia an aggregate of $3,000,000
                  USD on account of Obligations in addition to the payment
                  made pursuant to paragraph 1 of this Agreement. Each of
                  UCB, SSI, SSSA and Solutia agrees that Cytec, and only
                  Cytec, is authorized to designate which Obligations such
                  payment shall be applied against and that none of UCB,
                  SSI, SSSA or Solutia will make any designation as to which
                  Obligations the payment will be applied against. Promptly
                  after it designates which Obligations the payment will


                                     12

                  be applied against, Cytec will notify Solutia of such
                  designations. As between Cytec and UCB, Cytec agrees that
                  it may designate only one or more of the Obligations
                  described in Schedule 3.7(f) to the UCB SAPA as
                  Obligations against which the payment contemplated by this
                  paragraph 11 shall be applied and that it will make any
                  such designation effective as of the UCB Closing.

         12.      Each of Solutia and SOCAN consents to the assignment or
                  other transfer by UCB or its affiliates, including any
                  deemed assignment or deemed transfer as a result of a
                  change in control of any of UCB's affiliates on their sale
                  to Cytec or one of its affiliates, of any and all of their
                  rights and obligations under the Contracts to Cytec
                  Industries Inc. or any of Cytec's affiliates. Each of
                  Solutia and SOCAN hereby waives any and all rights it may
                  have under any provision of any of the Contracts to the
                  extent such provision could be read to prohibit the UCB
                  Closing or to terminate or permit Solutia or SOCAN or any
                  of their affiliates to terminate any of the Contracts, or
                  to otherwise cease to perform or modify its performance of
                  any terms or conditions of such Contract, in connection
                  with or as a result of the transactions contemplated by
                  the UCB SAPA.

         13.      Each of Solutia and SOCAN hereby agree that to the extent
                  it has the right under a Contract to consent to the
                  assignment or other transfer by Cytec or any of its
                  affiliates, including any deemed assignment or deemed
                  transfer as a result of a change in control of any of
                  Cytec's affiliates or their sale to any entity that
                  purchases the amino resins business from Cytec and its
                  affiliates, of any or all of its rights and obligations
                  under the Contracts, such consent shall not be
                  unreasonably withheld. For purposes of this paragraph
                  only, it is agreed that


                                     13


                  Solutia will not be deemed to have reasonably withheld its
                  consent unless it would, after giving effect to any guarantees
                  of Cytec in connection with such consent, suffer a material
                  detriment with respect to such Contract as a result of the
                  assignment of such Contract to the proposed assignee.
                  Except for any right of Solutia or SOCAN to consent to the
                  assignment of a Contract, each of Solutia and SOCAN hereby
                  waives any and all rights it may have under any provision
                  of any of the Contracts to the extent such provision could
                  be read to prohibit Cytec or any of its affiliates from
                  disposing of all or any part of the amino resins business
                  to be transferred to Cytec by UCB pursuant to the UCB SAPA
                  or to terminate or permit Solutia or SOCAN or any of their
                  affiliates to terminate any of the Contracts, or to
                  otherwise cease to perform or modify its performance of
                  any terms or conditions of such Contract, in connection
                  with or as a result of any disposition by Cytec or any of
                  its affiliates of all or any part of the amino resins
                  business to be transferred to Cytec by UCB pursuant to the
                  UCB SAPA. In case at any time after the any assignment or
                  transfer by Cytec or any of its affiliates of any of their
                  respective rights under any Contract in accordance with
                  the foregoing any further action is reasonably necessary
                  to carry out the purposes of this Agreement, the proper
                  officers of Cytec, Solutia and SOCAN shall take any such
                  reasonably necessary action, including, without
                  limitation, Solutia and/or SOCAN entering into one or more
                  agreements, on terms no less favorable to Solutia or SOCAN
                  than the Contracts, with any third party acquirer of the
                  amino resins business to evidence the effects of the
                  partial assignment or transfer of such Contracts.


                                     14

         14.      In the event Court Approval is obtained, and only in the
                  event Court Approval is obtained, upon the effective date
                  of the UCB Closing, UCB, SSI, SSSA and Cytec hereby
                  release and discharge the following claims: (i) claim for
                  reimbursement of taxes in the amount of
                  (euro)8,774,012.54; (ii) claim for reimbursement of taxes
                  in the amount of (euro)15,146,911.43; (iii) claim for
                  payment of (euro)366,815.82 related to interest due and
                  payable to certain tax authorities; (iv) claim for
                  reimbursement of taxes in the amount of (euro)732,901.65;
                  (v) claim for tax preparation fees in the amount of
                  (euro)50,341.68, all as more particularly described in
                  Exhibit A to the Proof of Claim of UCB against Solutia
                  dated November 24, 2004 and (vi) claim for $1,787,500 for
                  purchase price adjustments under the Solutia SAPA.

         15.      The payments required by paragraphs 1 and 11 hereof shall
                  be made in US dollars in immediately available funds by
                  wire transfer to Solutia's account at:

                                   Citibank
                                   111 Wall Street
                                   New York, NY 10043-0001
                                   Account No: 4073-7816
                                   ABA Routing: 02100008916.

         The payments required by paragraph 2 hereof shall be made in
         Canadian dollars in immediately available funds by wire transfer to
         SOCAN's account at:

                                   Royal Bank of Canada
                                   Main Branch
                                   Toronto, Ontario, Canada
                                   Account No: 1050756
                                   ABA Routing: 021000021
                                   SWIFT Code: ROYCCAT2
                                   CHIPS UID: 055253
                                   Transit: 00002
                                   Bank# 0003


                                     15

         16.      Effective as of the later of (x) 30 calendar days after
                  the UCB Closing, (y) the effective date of the Court
                  Approval and (z) the payment to Solutia of the amounts
                  specified in paragraph 11 hereof, (A) each of Solutia and
                  SOCAN hereby releases, waives and forever discharges UCB,
                  SSI, SSSA and Cytec and their respective affiliates,
                  predecessors, successors, departments, divisions,
                  sections, officers, directors, employees, agents and
                  assigns from any and all claims for amounts due under the
                  Contracts for periods prior to the date hereof other than
                  (i) for any amounts due under such Contracts for which an
                  invoice has been rendered but is not yet due and payable
                  in accordance with its terms, (ii) for any amounts due
                  under such Contracts for obligations arising under such
                  Contracts subsequent to the last day of the most recent
                  period for which an invoice has been rendered under the
                  respective Contracts by Solutia or SOCAN, and (iii) for
                  any obligations pursuant to the Contracts that become due
                  after the date of the Court Approval, including
                  obligations pursuant to indemnification, hold-harmless and
                  similar contractual provisions in the Contracts, and (B)
                  each of UCB, SSI, SSSA and Cytec hereby releases, waives
                  and forever discharges Solutia, SOCAN ,and their
                  respective affiliates, predecessors, successors,
                  departments, divisions, sections, officers, directors,
                  employees, agents and assigns from any and all amounts due
                  under the Contracts, other than the Cure Amount, before
                  the date hereof and not including any obligations pursuant
                  to the Contracts that become due after the date hereof,
                  including obligations pursuant to indemnification,
                  hold-harmless and similar contractual provisions in the
                  Contracts as well as any obligation to pay (i) $2,934,104
                  USD allegedly due UCB, SSI or SSA from Solutia for
                  accounts receivable collected on behalf of UCB, SSI or SSA
                  and (ii) $2,753,517 allegedly due UCB,


                                     16

                  SSI or SSA from SOCAN for accounts receivable collected on
                  behalf of UCB, SSI or SSA; provided, however, that such
                  releases, waivers and discharges shall be subject to
                  Cytec's and its affiliates' performance, in all material
                  respects, of their respective obligations under the
                  Contracts from and after the UCB Closing until the
                  effective date of such release, waiver and discharge;
                  provided, further, that Solutia and/or SOCAN shall, from
                  and after the UCB Closing until the effective date of such
                  releases, waivers and discharges, give Cytec prompt notice
                  of any failure by Cytec or any of its affiliates to
                  perform, in all material respects, their respective
                  obligations under the Contracts.

         17.      In the event Court Approval is obtained, and only in the
                  event Court Approval is obtained, upon the effective date
                  of the UCB Closing, Solutia, UCB, SSI, SSSA and Cytec
                  agree that the amount of Working Fund held by Solutia
                  under the Lease and Manufacturing Agreement equals
                  $3,752,000 USD before the payment of the Cure Amount, and
                  will equal $3,234,000 USD after Solutia pays the Cure
                  Amount.

         18.      Representations and Warranties of Solutia and SOCAN.

                           a.       Each of Solutia and SOCAN has been duly
                                    organized and is validly existing and in
                                    good standing under the laws of the
                                    jurisdiction of its formation and, with
                                    the exception of those provisions of
                                    this Agreement that are subject to Court
                                    Approval, has all necessary corporate
                                    power and authority to enter into this
                                    Agreement and to carry out its
                                    obligations hereunder.

                           b.       This Agreement has been duly and validly
                                    authorized by each of Solutia and SOCAN
                                    and, with the exception of those
                                    provisions of this Agreement that are
                                    subject to Court Approval, all necessary
                                    and appropriate action has been taken by
                                    each of Solutia and SOCAN to execute and
                                    deliver this Agreement and to perform
                                    its obligations hereunder.

                           c.       This Agreement has been duly executed
                                    and delivered by each of Solutia and
                                    SOCAN and, assuming due authorization
                                    and valid execution and


                                     17

                                    delivery by the other parties hereto, is a
                                    valid and binding obligation of each of
                                    Solutia and SOCAN, enforceable against
                                    each of Solutia and SOCAN in accordance
                                    with its terms, with the exception of
                                    those provisions of this Agreement that
                                    are subject to Court Approval.

                           d.       With the exception of those provisions
                                    of this Agreement that are subject to
                                    Court Approval, no consent, approval,
                                    order or authorization of, or
                                    registration, declaration or filing
                                    with, any governmental entity is
                                    required by or with respect to Solutia
                                    in connection with the execution and
                                    delivery of this Agreement by Solutia or
                                    the performance of Solutia of the
                                    transactions contemplated hereby, except
                                    in connection with the Court Approval.

         19.      Representations and Warranties of UCB, Surface Specialties
                  and Surface Specialties S.A..

                           a.       Each of UCB, Surface Specialties and
                                    SSSA has been duly organized and is
                                    validly existing and in good standing
                                    under the laws of the jurisdiction of
                                    its formation and has all necessary
                                    corporate power and authority to enter
                                    into this Agreement and to carry out its
                                    obligations hereunder.

                           b.       This Agreement has been duly and validly
                                    authorized by each of UCB, Surface
                                    Specialties and SSSA and all necessary
                                    and appropriate action has been taken by
                                    each of UCB, Surface Specialties and
                                    SSSA to execute and deliver this
                                    Agreement and to perform its obligations
                                    hereunder.

                           c.       This Agreement has been duly executed
                                    and delivered by each of UCB, Surface
                                    Specialties and SSSA and, assuming due
                                    authorization and valid execution and
                                    delivery by the other parties hereto, is
                                    a valid and binding obligation of each
                                    of UCB, Surface Specialties and SSSA,
                                    enforceable against each of UCB, Surface
                                    Specialties and SSSA in accordance with
                                    its terms.

         20.      Representations and Warranties of Cytec.

                           a.       Cytec has been duly organized and is
                                    validly existing and in good standing
                                    under the laws of the jurisdiction of
                                    its formation and has all necessary
                                    corporate power and authority to enter
                                    into this Agreement and to carry out its
                                    obligations hereunder.

                           b.       This Agreement has been duly and validly
                                    authorized by Cytec and all necessary
                                    and appropriate action has been taken by
                                    Cytec to execute and deliver this
                                    Agreement and to perform its obligations
                                    hereunder.

                           c.       This Agreement has been duly executed
                                    and delivered by Cytec and, assuming due
                                    authorization and valid execution and
                                    delivery by the other


                                     18

                                    parties hereto, is a valid and binding
                                    obligation of Cytec, enforceable against
                                    Cytec in accordance with its terms.

         21.      Paragraphs 1, 2, 11, 12, 15, 18 through 27 of this
                  Agreement shall be binding upon all parties hereto
                  immediately upon execution of this Agreement. All other
                  provisions of this Agreement shall be effective only after
                  Court Approval is obtained.

         22.      This Agreement shall be governed by and construed in
                  accordance with the laws of the State of New York without
                  regard to principles of conflicts of law.

         23.      Except as may be required to comply with the requirements
                  of any applicable law and the rules and regulations of any
                  stock exchange upon which the securities of one of the
                  parties is listed, or in relation to any filing or
                  submission with respect to any civil, criminal,
                  legislative or administrative action, suit, demand, claim,
                  hearing, proceeding or investigation, from and after the
                  date hereof, no public announcement or communication shall
                  be made or caused to be made relating to this Agreement
                  unless specifically approved in writing in advance by each
                  party hereto.

         24.      This Agreement contains the entire agreement among the
                  parties hereto with respect to the subject matter hereof
                  and supersedes all prior agreements and understandings,
                  oral or written, with respect to such matters. Nothing
                  contained herein shall be deemed to amend, modify or
                  terminate, in any respect, any provision of the UCB SAPA.

         25.      All costs and expenses incurred in connection with this
                  Agreement and the transactions contemplated hereby shall
                  be borne by the party incurring such costs and expenses.



                                     19

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

         27.      Any provision of this Agreement may be amended or waived
                  if, and only if, such amendment or waiver is in writing
                  and signed, in the case of an amendment, by each party
                  hereto, or in the case of a waiver, by the party against
                  whom the waiver is to be effective.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first written above.

                                      UCB S.A.

                                      By  /s/ J. Van Caenegem
                                          ------------------------------------
                                          Name:  J. Van Caenegem
                                          Title: Power of Attorney

                                      By  /s/ Mohamed Chaoui
                                          ------------------------------------
                                          Name:  Mohamed Chaoui
                                          Title: Power of Attorney


                                      CYTEC INDUSTRIES INC.

                                      By  /s/ Roy Smith
                                          ------------------------------------
                                          Name:  Roy Smith
                                          Title: Vice President


                                      SURFACE SPECIALTIES, INC.

                                      By  /s/ J. Van Caenegem
                                          ------------------------------------
                                          Name:  J. Van Caenegem
                                          Title: Power of Attorney

                                      By  /s/ Mohamed Chaoui
                                          ------------------------------------
                                          Name:  Mohamed Chaoui
                                          Title: Power of Attorney


                                     20


                                      SURFACE SPECIALTIES, S.A..

                                      By  /s/ J. Van Caenegem
                                          ------------------------------------
                                          Name:  J. Van Caenegem
                                          Title: Power of Attorney

                                      By  /s/ Mohamed Chaoui
                                          ------------------------------------
                                          Name:  Mohamed Chaoui
                                          Title: Power of Attorney


                                      SOLUTIA INC.

                                      By  /s/ David P. McCool
                                          ------------------------------------
                                          Name:  David P. McCool
                                          Title: V.P. & Deputy General Counsel


                                      SOLUTIA CANADA, INC.

                                      By  /s/ Rene Desroches
                                          ------------------------------------
                                          Name:  Rene Desroches
                                          Title: President