<PAGE>   1
                                                                    EXHIBIT 4.4

A.Prot. 2000/149

                                NOTARIAL DEED



                         SALE AND TRANSFER AGREEMENT
                     (VINNOLIT MONOMER GMBH & CO. KG UND
                   VINNOLIT MONOMER GESCHAEFTSFUEHRUNGS GMBH)



Negotiated at Basel/Switzerland this 19th (nineteenth) day of May 2000 (two
thousand).

Before me, the undersigned Notary Public



                                STEPHAN CUENI


at Basel/Switzerland appeared today:


1.   Dr. Kerstin Schweizer, born September 17, 1970, attorney-at-law, German
     citizen, with business address at D-60311 Frankfurt/Main, Bethmannstrasse
     50-54, and private domicile at D-61440 Oberursel, Altkoenigstrasse 80,
     identified by his German Personalausweis,

     acting not in her own name, but according to her declarations in the name
     and on behalf of

     Vinnolit GmbH & Co. KG, a German limited partnership with head office at
     D-85737 Ismaning, Carl-Zeiss-Ring 25, to be registered with the
     Commercial Register at the Local Court of Muenchen under Section A,
     presenting a written power of attorney dated May 17, 2000, a true copy of
     which is attached,

                                         - hereinafter referred to as "Buyer" -

2.   Dr. Franz Juergen Johannson, born December 29, 1944, attorney-at-law,
     German citizen, with private domicile at D-82327 Tutzing,
     Fischerbuchetstrasse 9, identified by his German Personalausweis,

<PAGE>   2

                                                                              2

     acting not in his own name, but according to his declarations in the name
     and on behalf of

     a)  Vinnolit Kunststoff GmbH, a German limited liability company with
         head office at D-85737 Ismaning, Carl-Zeiss-Ring 25, registered
         with the Commercial Register at the Local Court of Muenchen under
         No. HRB 102851, presenting the attached written power of attorney
         dated May 18, 2000,

                                        - hereinafter referred to as "Seller" -

     b)  Wacker Chemie GmbH, a German limited liability company with head
         office at D-81737 Muenchen, Hanns-Seidel-Platz 4, registered with
         the Commercial Register at the Local Court of Munchen under No.
         HRB 3499, presenting the attached written power of attorney dated
         May 18, 2000,


                                        - hereinafter referred to as "Wacker" -

3.   Mr. Ralf Christner, born January 7, 1965, attorney-at-law, German
     citizen, with business address at D-65926 Frankfurt am Main, Corporate
     Center, Building C 660, and private domicile at D-60318 Frankfurt am
     Main, Wielandstrasse 61, identified by his German Personalausweis,

     acting not in his own name, but according to his declarations in the name
     and on behalf of

     Celanese AG, a German stock corporation with head office at D-65926
     Frankfurt am Main, Corporate Center, Building F 821, registered with the
     Commercial Register at the Local Court of Frankfurt am Main under No. HRB
     42285 presenting the attached written power of attorney dated May 10,
     2000, and an extract from the Commercial Register dated April 19, 2000, a
     true copy of which is attached,

                                      - hereinafter referred to as "Celanese" -

The acting notary asked the persons appeared prior to the notarization whether
he or any of his partners acts or acted in the matter to be recorded for any
of the parties of this deed outside his or, as the case may be, their notarial
function (Section 3 para. 1 No. 7 German Recording Act (Beurkundungsgesetz)).
The answer was negative.



<PAGE>   3

                                                                              3


The persons appeared requested this Deed including its Exhibits and Schedules
to be recorded in the English language. The acting Notary Public who is in
sufficient command of the English language ascertained that the persons
appeared are also in command of the English language. After having been
instructed by the acting Notary, the persons appeared waived the right to
obtain the assistance of a sworn interpreter and to obtain a certified
translation of this Deed including the Exhibits and Schedules hereto.

The persons appeared asked for the Notarization of the following:

                                                       (continued on next page)

<PAGE>   4

                                                                              4

                        SALE AND ASSIGNMENT AGREEMENT


                             entered into between


                           Vinnolit Kunststoff GmbH
                          with its seat in Ismaning

                                      (hereinafter referred to as the "SELLER")


                                     and


                            Vinnolit GmbH & Co. KG
                          with its seat in Ismaning


                                       (hereinafter referred to as the "BUYER")


               (the Seller and the Buyer hereinafter also referred to singly as
                                 the "PARTY" and collectively as the "PARTIES")


                                  as well as


                              Wacker Chemie GmbH
                           with its seat in Munich


                                          (hereinafter referred to as "WACKER")


                                     and


                                 Celanese AG
                      with its seat in Frankfurt am Main


                                        (hereinafter referred to as "CELANESE")




<PAGE>   5

                                                                              5

<TABLE>
<CAPTION>
TABLE OF CONTENT                                                                                        PAGE
<S>                                                                                                    <C>
   PREAMBLE................................................................................................6
   SECTION 1 DEFINITIONS...................................................................................7
   SECTION 2 OBJECT OF SALE AND ASSIGNMENT AND SUBSIDARIES................................................11
   SECTION 3 SALE AND ASSIGNMENT OF SHARES................................................................13
   SECTION 4 CONSIDERATION................................................................................14
   SECTION 5 FINANCIAL STATEMENTS, ANNUAL ACCOUNTS........................................................21
   SECTION 6 CLOSING......................................................................................23
   SECTION 7 REPRESENTATIONS AND WARRANTIES OF THE SELLER.................................................25
   SECTION 8 REPRESENTATIONS AND WARRANTIES OF THE BUYER..................................................32
   SECTION 9 REMEDIES.....................................................................................33
   SECTION 10 INDEMNIFICATION.............................................................................36
   SECTION 11 LIMITATION OF LIABILITIES/GUARANTORS........................................................38
   SECTION 12 SURVIVAL OF CLAIMS AND REMEDIES.............................................................38
   SECTION 13 CONTINUING AGREEMENTS, CUSTOMER AND SUPPLIER RELATIONSHIPS, INSURANCE, CHANGE OF NAME.......38
   SECTION 14 COVENANT NOT TO COMPETE.....................................................................38
   SECTION 15 FURTHER COVENANTS OF THE BUYER..............................................................38
   SECTION 16 CARTEL CLEARANCE, OTHER COVENANTS OF THE PARTIES............................................38
   SECTION 17 GENERAL PROVISIONS..........................................................................38
</TABLE>


<PAGE>   6

                                                                              6

                                   PREAMBLE


WHEREAS, the Seller is engaged, through the Companies, in (i) the production
and distribution of Monomer Products, (ii) the production of Polyvinylchloride
(PVC), consisting of homopolymer resins of Vinylchloride Monomer (VCM) or
copolymer resins of Vinylchloride Monomer and Comonomers
(Vinylacetate-Monomer, Hydroxypropyl-Acrylate, Butyl-Acrylate,
Allyl-Methacrylate, Maleinic-Acid), produced by emulsion polymerization
(continuous and batch), suspension polymerization or microsuspension
polymerization processes, (iii) in the distribution of PVC for paste making
and thermoplastic applications and (iv) in the licensing of the VCM as well as
the PVC technology (such business of the Companies, to the extent currently
conducted, the "BUSINESS");

WHEREAS, the Seller intends to sell its interests in the Companies and, thus,
to divest the Business;

WHEREAS, the Buyer, a limited partnership which has been duly established
under the laws of Germany and reported for registration in the commercial
register on 18 May 2000, but has not yet been registered, duly represented by
its general partner CM 00 Vermoegensverwaltung 058 GmbH, registered in the
commercial register of the local court in Munich under HRB 130662 (hereinafter
referred to as CM 058 GmbH), desires to acquire the Seller's interests in the
Companies;

WHEREAS, the Buyer, at the date hereof, will further enter into an agreement
regarding the acquisition of all the shares in Vintron GmbH with its seat in
Huerth-Knapsack from Celanese Chemical Europe GmbH, a wholly owned subsidiary
of Celanese, in a separate transaction (the "VINTRON TRANSACTION") which shall
be consummated simultaneously;

WHEREAS, the Seller is a Joint Venture of Wacker and Celanese (through its
wholly owned subsidiary Diogenes Dreizehnte Vermoegensverwaltungs GmbH), which
have entered into the Agreement solely for the purpose of (i) granting certain
indemnification in respect of environmental liabilities as set forth in
Section 10.1 of the Agreement as well as certain covenants not to compete as
set forth in Section 14 of the Agreement, provided that they shall in no event
be, or deemed to be, jointly and severally liable for any of such obligations
["Auschluss jeglicher Gesamtschuldnerschaft"] and (ii) acting as guarantors
["Buergen unter Verzicht auf die Einrede der Vorausklage"] for the performance
of the Seller's obligations under the Agreement, provided that the obligations
of the guarantors are strictly accessory ["akzessorisch"] ,i.e. the extent of
the principal obligations



<PAGE>   7

                                                                              7

determines the extent to which the guarantors are responsible and provided
that the guarantors shall be jointly and severally liable for such
obligations; and

WHEREAS, the Parties, Wacker and Celanese agree that the terms of the
Agreement shall comprehensively and conclusively constitute the entire
agreement of the parties in respect of the transactions contemplated by the
Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and
covenants hereinafter set forth, it is hereby agreed as follows:

                                  SECTION 1
                                 DEFINITIONS

For the purpose of the Agreement the terms below shall have the following
meanings:


<TABLE>
<S>                                <C>
"AGREED ACCOUNTING PRINCIPLES"      THE ACCOUNTING PRINCIPLES APPLICABLE FOR
                                    THE ANNUAL ACCOUNTS AS AGREED BETWEEN THE
                                    PARTIES AND SET FORTH IN SCHEDULE 5.2 IN
                                    ORDER TO DETERMINE THE CONSOLIDATED EBITDA
                                    FOR THE TIME PERIODS ENDING ON 31 DECEMBER
                                    2000 AND 31 DECEMBER 2001 AS REFERRED TO
                                    IN SECTION 5.2.

"AGREEMENT"                         THIS SALE AND ASSIGNMENT AGREEMENT
                                    TOGETHER WITH ALL SCHEDULES HERETO.

"ANNUAL ACCOUNTS"                   THE CONSOLIDATED ANNUAL ACCOUNTS OF THE
                                    COMPANIES FOR THE BUSINESS YEARS ENDING ON
                                    31 DECEMBER 2000 AND 31 DECEMBER 2001 TO
                                    BE PREPARED AND AUDITED PURSUANT TO
                                    SECTION 5.2 HERETO.

"AUDITED ANNUAL ACCOUNTS"               The Annual Accounts as audited
                                        pursuant to Section 5.2 hereto.

"BUSINESS"                              The business activities of the
                                        Companies as defined in paragraph 1 of
                                        the preamble to the extent currently
                                        conducted.
</TABLE>



<PAGE>   8

                                                                              8

<TABLE>
<S>                                    <C>
"BUYER'S AFFILIATES"                    Enterprises affiliated with the Buyer
                                        within the meaning of Section 15
                                        German Stock Corporation Code
                                        ["Aktiengesetz"].

"CASH PAYMENT"                          The part of the Purchase Price to be
                                        paid to the Seller's account at the
                                        Closing Date pursuant to Section 4.3
                                        (a).

"CLOSING"                               The consummation of the transactions
                                        contemplated in the Agreement.

"CLOSING DATE"                          The date on which the Closing occurs.

"COMONOMERS"                            Vinylacetate-Monomer,
                                        Hydroxypropyl-Acrylate,
                                        Butyl-Acrylate, Allyl-Methacrylate,
                                        Maleinic-Acid.

"COMPANIES"                             Each or, if the context so requires,
                                        any of the Company and the
                                        Subsidiaries.

"COMPANY"                               Vinnolit Monomer GmbH & Co. KG as
                                        further defined in Section 2.1 hereof.

"CONSOLIDATED AUDITED EBITDA"           The consolidated EBITDA as determined
                                        by the independent auditor pursuant to
                                        Section 5.2 and referred to in Section
                                        4.3 (c) (i) hereof as at the
                                        respective dates referred to in the
                                        Agreement.

"CONSOLIDATED FINANCIAL STATEMENTS"     The consolidated financial statements
                                        of the Seller and such of the
                                        Subsidiaries as described in the
                                        respective statements referred to in
                                        Section 5.1.

"DEFERRED CONSIDERATION"                A part of the consideration in the
                                        amount of DM 40,000,000 to be paid to
                                        the Seller, as soon as the first of
                                        the events as defined in Section 4.1
                                        (b) arises.
</TABLE>


<PAGE>   9

                                                                              9

<TABLE>
<S>                                    <C>
"EBITDA"                                Earnings before interest, tax,
                                        depreciation and amortisation as
                                        calculated in accordance with the
                                        Agreed Accounting Principles.

"EFFECTIVE DATE"                        1 January 2000, 00.00 h.

"FINAL ANNUAL ACCOUNTS"                 The finally binding Audited Annual
                                        Accounts as defined in Section 5.2
                                        (c).

"FINANCIAL INTER-COMPANY DEBT"          Any interest bearing liabilities, not
                                        including any trade receivables, owed
                                        by the Seller or the Seller's
                                        Affiliates to the Companies or owed by
                                        the Companies to the Seller or the
                                        Seller's Affiliates at the Closing
                                        Date, whether due or not.

"FINANCIAL STATEMENTS"                  The Individual Financial Statements
                                        and the Consolidated Financial
                                        Statements, collectively.

"GAAP"                                  German generally accepted accounting
                                        principles ["Grundsaetze
                                        ordnungsgemaesser Buchfuehrung und
                                        Bilanzierung"].

"GENERAL PARTNER"                       Vinnolit Monomer Geschaeftsfuehrungs
                                        GmbH as further defined in Section 2.2
                                        hereof.

"INDIVIDUAL FINANCIAL STATEMENTS"       The audited or unaudited, as the case
                                        may be, individual financial
                                        statements of the Seller and each of
                                        the Companies as of 31 December 1999
                                        as referred to in Section 5.1 hereof.

"INFRASERV"                             InfraServ GmbH & Co. Gendorf KG having
                                        its registered seat in Burgkirchen and
                                        registered in the Commercial Register
                                        at the Local Court (Amtsgericht)
                                        Traunstein under HRA 6463, an entity
                                        in which the Company holds a minority
                                        interest as further defined in Section
                                        2.4 hereof.
</TABLE>



<PAGE>   10

                                                                             10

<TABLE>
<S>                                    <C>
"LIMITED INTEREST"                      The Seller's interest in the Company
                                        as described in Section 2.1 hereof.

"MONOMER PRODUCTS"                      Chlorine, Caustic Soda, Hydrogen,
                                        Ethylenedichloride, Vinylchloride,
                                        Hydrochlorine Acid and
                                        Tintetrachloride.

"PURCHASE PRICE"                        A part of the consideration as defined
                                        in Section 4.1 (a) hereof.

"REAL PROPERTIES"                       The essential land and premises leased
                                        ["gemietet oder gepachtet"] by the
                                        Company or in respect of which the
                                        Company has hereditary building rights
                                        ["Erbbaurechte"] as defined in Section
                                        7.17.

"RESIDUAL PURCHASE PRICE"               The difference between the Purchase
                                        Price and the Cash Payment as defined
                                        in Section 4.3 (b).

"SELLER'S AFFILIATES"                   Enterprises affiliated with the Seller
                                        within the meaning of Section 15 of
                                        the German Stock Corporation Code
                                        ["Aktiengesetz"]

"SHARES"                                The Limited Interest and the Seller's
                                        shares in the General Partner as
                                        described in Section 2.2 hereof,
                                        collectively.

"SUBORDINATED LOAN"                     A part of the Residual Purchase Price
                                        in the amount of DM 80,000,000 as
                                        defined in Section 4.3 (d).

"SUBSIDIARIES"                          The subsidiaries of the Company in
                                        which it holds interests as further
                                        defined in Section 2.2 and 2.3.

"VENDORS'S LOAN"                        A part of the Residual Purchase Price
                                        in the amount of DM 100,000,000 as
                                        defined in Section 4.3 (c).
</TABLE>


<PAGE>   11

                                                                             11

<TABLE>
<S>                                    <C>
"VESTOLIT"                              Vestolit GmbH & Co. KG with its seat
                                        in Marl.

"VESTOLIT BUSINESS"                     The business of Vestolit as currently
                                        conducted.

"VINTRON TRANSACTION"                   The Acquisition of all the shares in
                                        Vintron GmbH from Celanese Chemical
                                        Europe GmbH by the Buyer in a separate
                                        transaction as described in paragraph
                                        4 of the preamble.
</TABLE>

                                  SECTION 2
                OBJECT OF SALE AND ASSIGNMENT AND SUBSIDARIES


The object of the sale is the shareholding of the Seller as sole limited
partner ("Kommanditist") in Vinnolit Monomer GmbH & Co. KG (the "COMPANY") and
the 100 % shareholding of the Seller in Vinnolit Monomer Geschaeftsfuehrungs
GmbH being the sole general partner ("Komplementaer") of the Company (the
"GENERAL PARTNER"), such sale to include, indirectly, all shareholdings held
by the Company in its subsidiaries (the "SUBSIDIARIES") and the interest held
by the Company in InfraServ GmbH & Co. Gendorf KG.

2.1  COMPANY. The Seller and the General Partner are the sole partners of
     Vinnolit Monomer GmbH & Co. KG, a limited partnership
     ["Kommanditgesellschaft"] which has its registered seat in Ismaning and
     is registered with the trade register of the local court in Munich under
     No. HRA 72198 (the "COMPANY").

     (a) The fixed capital of the Company amounts to DM 300,000.

     (b) The Seller is the sole limited partner ["Kommanditist"] of the
         Company holding a fixed capital ["Festkapital"] in the amount of DM
         300,000. The registered liability contribution ["Hafteinlage"]
         amounts to DM 200,000.

     (c) The General Partner is the sole general partner ["Komplementaer"] of
         the Company with no fixed interest.

2.2  GENERAL PARTNER. The Seller is the sole shareholder of Vinnolit Monomer
     Geschaeftsfuehrungs GmbH which has its registered seat in Ismaning and is
     registered


<PAGE>   12

                                                                             12

     with the trade register of the local court in Munich under No. HRB 119021
     (the "GENERAL PARTNER").

     (a) The registered share capital of the General Partner amounts to DM
         50,000.

     (b) The Seller holds 100 % of the registered share capital consisting of
         one share in the nominal amount of DM 50,000.

     (c) The General Partner is the general partner of the Company and is not
         engaged in any other business.

2.3  SUBSIDIARIES. The Company, directly or indirectly, as of the Closing
     Date, unless otherwise provided in (a) below, will be the shareholder of
     the following companies (the "SUBSIDIARIES") with the following
     interests:

     (a) Vinnolit Italia S.r.l., a company organised under the laws of Italy
         with its seat in Milan and an authorised capital of LIT 190,000,000
         ("VINNOLIT ITALY") with an interest in the same amount of equal to
         100 % of the total authorised share capital. The Seller and Celanese
         shall procure that as of the Closing Date the shares in Vinnolit
         Italy are transferred to the Company by way of a contribution
         agreement, it being understood that the effectiveness of such
         transfer may at the Closing Date still be subject to certain local
         registration requirements;

     (b) Vinnolit Benelux S.A., a company organised under the laws of Belgium
         with its seat in Dendermonde and an authorised capital of BelgFr
         2,500,000 ("VINNOLIT BENELUX") with an interest in the amount of
         BelgFr 2,475,000 equal to 99 % of the total authorised share capital.
         The outstanding interest equal to 1 % of the total authorised capital
         is held by COMASO S.A. at Brussels, acting as fiduciary pursuant to
         the terms and conditions of the fiduciary agreement as attached as
         SCHEDULE 2.3 (b). The Seller and Celanese shall procure that as of
         the Closing Date the shares in Vinnolit Benelux and the fiduciary
         agreement are transferred to the Company as shareholder and trustor
         by way of a contribution agreement;

     (c) Vinnolit Limited, a company organised under the laws of England and
         Wales with its seat in Egham, Surrey, U.K and an authorised capital
         of Pound Sterling 100,000 ("VINNOLIT UK") with an interest in the
         same amount equal to 100 % of the total authorised share capital;

<PAGE>   13

                                                                             13

     (d) Vinnolit France S.A.R.L., a company organised under the laws of
         France with its seat in Lyon, France and an authorised capital of FF
         400,000 ("VINNOLIT FRANCE") with an interest in the same amount equal
         to 100 % of the total authorised share capital.

     (e) Vinnolit Technologie GmbH & Co. KG, a limited partnership
         ["Kommanditgesellschaft"] organised under the laws of Germany with
         its seat in Ismaning, registered with the trade register of the local
         court in Munich under No. HRA 73718 and a fixed capital
         ["Festkapital"] in the amount of DM 100,000 equal to the registered
         liability contribution ["Hafteinlage"] ("VINNOLIT TECHNOLOGIE");

     (f) Vinnolit Technologie Geschaeftsfuehrungs GmbH, a limited liability
         company organised under the laws of Germany with its seat in
         Ismaning, registered with the trade register of the local court in
         Munich under HRB 125891 and a registered share capital in the amount
         of DM 50,000 ("VTG GmbH").

2.4  FURTHER INTEREST. The Company further will, as of the Closing Date, hold
     a fixed capital interest ["Festkapital"] in the amount of DM 9,366,269 in
     InfraServ GmbH & Co. Gendorf KG ("INFRASERV"), a limited partnership
     ["Kommanditgesellschaft"] organised under the laws of Germany with its
     seat in Burgkirchen, registered with the trade register of the local
     court in Traunstein under HRA 6463. The registered liability contribution
     ["Hafteinlage"] amounts to DM 550,000. The Company's interest in
     InfraServ is equal to 11 % of the total fixed capital of InfraServ. In
     deviation thereof, pursuant to the actual partnership agreement as of 30
     May 1997, the obligation of the Company to pay in additional amounts of
     money ["Nachschusspflicht"] amounts to 30 %.

                                  SECTION 3
                        SALE AND ASSIGNMENT OF SHARES

3.1  SALE AND PURCHASE. The Seller hereby sells to the Buyer and the Buyer
     purchases from the Seller his limited interest in the Company referred to
     in Section 2.1 and all of his shares in the General Partner referred to
     in Section 2.2 with economic effect as of 1 January 2000, 00.00 h (the
     "EFFECTIVE DATE"). The sale of the limited interest shall comprise the
     balance of the fixed capital account ["Festkapitalkonto"] and the balance
     of the loan account ["Darlehenskonto"] of the Seller as well as the
     Seller's participation in the joint capital reserve account ["gemeinsames
     Ruecklagekonto"] and

<PAGE>   14

                                                                             14

     the joint loss carry forward account ["gemeinsames Verlustvortragskonto"]
     of the Company (the "LIMITED INTEREST"; the Limited Interest jointly with
     the shares in the General Partner the "SHARES").

3.2  PROFIT PARTICIPATION. The Buyer shall be entitled to the profits of the
     Company relating to the current business year 2000, including, but not
     limited to, all undistributed profits of preceding business years, if
     any.

3.3  ASSIGNMENT. The Seller hereby assigns to the Buyer the Shares and the
     Buyer hereby accepts such assignment, subject to the conditions precedent
     set forth in Section 3.4.

3.4  CONDITIONS PRECEDENT TO ASSIGNMENT. The assignment of the Shares is
     subject to the occurrence of each of the following conditions precedent:

     (a) The unconditional approval, clearance or notice of non-action by the
         German Federal Cartel Office and/or the European Commission under
         pertinent merger control provisions, whichever is required for the
         consummation of the transactions contemplated by the Agreement, has
         been received by the Parties;

     (b) the Buyer has paid in full to the Seller the Cash Payment in
         accordance with Section 4.3 (a).

     (c) the Buyer is registered with the trade register as the sole new
         limited partner of the Company by way of singular succession
         ["Einzelrechtsnachfolge"] of the Seller.

3.5  APPROVALS. The Seller, Wacker and Celanese herewith, as a precautionary
     measure, expressly give all approvals as may be required for the sale and
     assignment of the Shares.

                                  SECTION 4
                                CONSIDERATION

4.1  CONSIDERATION. The consideration payable by the Buyer to the Seller for
     the sale and assignment of the Shares, including all rights attached to
     the Shares, consists of the Purchase Price and the Deferred Consideration
     as set forth below. Value-added tax payable on the Purchase Price and the
     Deferred Consideration, if any, is not included in the figures set forth
     below and shall in addition be paid by the Buyer.

<PAGE>   15

                                                                             15

     (a) PURCHASE PRICE. The purchase price amounts to DM 476,700,000.00
         (Deutsche Mark four hundred seventy six million seven hundred
         thousand) (the "PURCHASE PRICE").

     (b) DEFERRED CONSIDERATION. The Purchase Price shall be increased by a
         further amount of DM 40,000,000 (Deutsche Mark forty million) (the
         "DEFERRED CONSIDERATION") if any of the following events arise:

         (i)      The Buyer, any of the Companies, or any of the Buyer's
                  Affiliates, directly or indirectly, (A) acquire(s) more than
                  50 % of the issued share capital of Vestolit GmbH & Co. KG
                  with its seat in Marl ("VESTOLIT"), or of any other third
                  party which becomes or became, as the case may be, the legal
                  successor in Vestolit or takes control of the business of
                  Vestolit, in substantially the same form as currently
                  conducted (the "VESTOLIT BUSINESS"), or (B) takes control of
                  the Vestolit Business by whatever means, or (C) merges with
                  Vestolit or otherwise effect a combination of its Business,
                  or parts of its Business, and the Vestolit Business,
                  including but not limited to the establishment of joint
                  ventures, partnerships or strategic alliances with
                  substantially the same economic effect; or

         (ii)     the Buyer, any of the Companies, Advent International plc.,
                  Advent International Corporation or any of the Buyer's
                  Affiliates, individually or jointly, achieve full repayment
                  of the acquisition banking debt on or before June 30, 2003
                  raised in the amount of DM 310,000,000 (Deutsche Mark three
                  hundred and ten million) in accordance with the term sheet
                  with Dresdner Bank AG as attached as SCHEDULE 4.1 (b) (ii)
                  to fund the transaction contemplated by the Agreement; or

         (iii)    the Buyer achieves to raise additional banking facilities to
                  pay the Deferred Consideration to the Seller, it being
                  understood that the raising of additional facilities will in
                  particular depend on the Companies achieving acceptable
                  results of EBITDA in future years.

         The Buyer shall use all reasonable endeavours to ensure that one of
         the events referred to under (i) to (iii) arises, and shall without
         undue delay ["unverzueglich"] inform the Seller by written notice if
         any of the events referred to under (i) to (iii) arises.

<PAGE>   16


                                                                             16

         The Buyer shall further, from time to time and/or on written request
         of the Seller, keep informed the Seller in writing on its endeavours
         and measures taken in this respect. The Buyer shall promptly submit
         to the Seller (i) copies of any reports and other information
         relating to the financial or economic situation of the Buyer and/or
         the Companies as delivered to the banks of the Buyer or the
         Companies, (ii) the audited consolidated and individual annual
         statements of the Buyer and the Companies and (iii) monthly
         management reports, substantially in the form as prepared by the
         management and delivered to Wacker and Celanese as at the date
         hereof. On request of the Seller, twice a year, the Buyer shall
         grant, and procure that the Companies grant, to the Seller or the
         Seller's accountants access to their books and records or other
         relevant documents for inspection or copying regardless of whether
         those documents are situated at their properties or elsewhere.

4.2  INTEREST. Any and all parts of the Purchase Price, shall bear interest at
     an annual rate of 6 % accrued ["nachschuessig"] compounded interest
     (rolled up) ["mit Zinseszins"] from the Effective Date until actual
     payment.

4.3  PAYMENT OF CONSIDERATION. The Consideration shall fall due and be payable
     as follows:

     (a) CASH PAYMENT. From the Purchase Price an amount of DM 296,700,000
         (Deutsche Mark two hundred ninety six million seven hundred thousand)
         (the "CASH PAYMENT"), plus accrued interest thereon, shall be paid by
         the Buyer to a Seller's account (the details of which to be submitted
         to the Buyer by Wacker and Celanese prior to the Closing Date) by
         wire transfer in immediate available funds at the Closing Date.

     (b) RESIDUAL PURCHASE PRICE. The difference between the Cash Payment and
         the Purchase Price in the amount of DM 180,000,000 (Deutsche Mark one
         hundred eighty million) (the "RESIDUAL PURCHASE PRICE") shall not be
         immediately payable ["Stundung"] at the Closing Date but shall be
         treated as vendors' loan in the amount of DM 100,000,000 and as
         subordinated loan in the amount of DM 80,000,000 as set forth under
         (c) and (d) below:

     (c) VENDOR'S LOAN. From the Residual Purchase Price an amount of DM
         100,000,000 (Deutsche Mark one hundred million) (the "VENDOR'S LOAN")
         shall be payable to the Seller in full on 31 December 2007 at the
         latest

<PAGE>   17

                                                                             17

         or, in the occurrence of the following events, at such earlier dates
         as set forth below:

         (i)      If the consolidated audited EBITDA of the Companies on the
                  basis of the Final Annual Accounts as determined pursuant to
                  Section 5.2 (the "CONSOLIDATED AUDITED EBITDA") for the
                  calendar year from 1 January 2000 to 31 December 2000
                  exceeds the amount of DM 75,000,000 (Deutsche Mark seventy
                  five million), an amount of DM 50,000,000 (Deutsche Mark
                  fifty million), plus any accrued interest thereon, shall be
                  paid to the Seller (10) ten Business Days after final and
                  binding determination of the Consolidated Audited EBITDA,
                  however not later than 30 April 2001.

         (ii)     If the Consolidated Audited EBITDA for the calendar year
                  from 1 January 2001 to 31 December 2001 exceeds an amount of
                  DM 100,000,000 (Deutsche Mark one hundred million), the
                  amount of DM 50,000,000, plus any accrued interest thereon,
                  shall be payable (10) ten Business Days after the final and
                  binding determination of the Consolidated Audited EBITDA,
                  however not later than 30 April 2002.

         (iii)    If the Vendor's Loan or any part thereof, has not been
                  repaid in full by 30 April 2002 pursuant to the provisions
                  set forth above, the Buyer shall use all reasonable efforts,
                  including but not limited to the raise of facilities by way
                  of refinancing, to repay promptly any outstanding balance
                  with regard to the Vendor's Loan, including accrued
                  interest.

         (iv)     Notwithstanding the generality of the foregoing in (i) to
                  (iii) above,

                  (A)      the Vendor's Loan shall be payable in full, plus
                           any accrued interest, within (3) three months after

                           (AA)     the first of the events as described in
                                    Section 4.1. (b) (i) to (ii) arises, or

                           (BB)     a merger of the Company with a third Party
                                    or of any other combination of material
                                    parts of the Business with businesses of
                                    any third party has been effected, or

<PAGE>   18

                                                                             18

                           (CC)     the Buyer or any of the Companies,
                                    directly or indirectly, acquires interests
                                    or assets in other entities or businesses
                                    of third parties, such acquisition having
                                    a material effect on the Business as
                                    conducted by the Companies or the Buyer,
                                    or

                           (DD)     a controlling interest of the shares, or
                                    of the voting rights relating to such
                                    shares, in the Buyer or in any of the
                                    Companies, or in any other of the Buyer's
                                    affiliates to which the Business is
                                    transferred or who directly or indirectly
                                    controls the Business, as the case may be,
                                    (the "CONTROLLING INTEREST") is directly
                                    or indirectly sold or offered to (a) third
                                    part(y)ies in a Trade Sale or introduced
                                    on a stock exchange by way of an Initial
                                    Public Offering. For the purpose of this
                                    Agreement a Trade Sale shall mean any sale
                                    or other transfer of the Controlling
                                    Interest, the sales price per share of
                                    which exceeds the corresponding portion of
                                    the Purchase Price as defined in Section
                                    4.1 (a) of the Buyer per share,
                                    irrespective whether such Trade Sale is
                                    effected by the Buyer, any of the Buyer's
                                    Affiliates, or other investment funds or
                                    financial investors who have acquired such
                                    shares at a price not exceeding the
                                    Purchase Price of the Buyer. The Buyer or
                                    the Buyer's Affiliates shall promptly
                                    inform the Seller of any sale or transfer
                                    of the Controlling Interest by submitting
                                    a copy of the respective sale or transfer
                                    agreement. The Buyer or the Buyer's
                                    Affiliates shall be obligated to impose
                                    their obligation under this Agreement to
                                    any of such legal successors.

                           and


                  (B)      the Vendor's Loan shall be immediately payable in
                           full, plus any accrued interest, if


                           (AA)     the banks of the Buyer or the Companies
                                    accelerate maturity of loans raised in
                                    connection with the financing of this
                                    transaction and call for early repayment
                                    under the respective loan agreements, or

<PAGE>   19

                                                                             19

                           (BB)     bankruptcy or judicial composition
                                    proceedings or any other insolvency
                                    proceedings concerning the assets of the
                                    Buyer or the Companies have been applied
                                    for.

                  (C)      Should the Vendor's Loan (including accrued
                           interest) not have been paid in full on or prior to
                           31 December 2007, the Buyer shall procure that, on
                           request of the Seller, Global Private Equity Fund
                           III and the other funds (the "FUNDS") being
                           shareholders of CM 00 Vermoegensverwaltungs 057 GmbH
                           ("HOLDCO") shall assign and transfer interests in
                           HoldCo to the Seller or any other third party as
                           named by Wacker and Celanese, in such value which
                           is equal to the outstanding balance in accordance
                           with the calculation scheme as attached as SCHEDULE
                           4.3 (c) (1) and as tax efficient as possible. The
                           Buyer shall procure that, prior to the Closing
                           Date, the Funds deliver confirmation materially in
                           the form of SCHEDULE 4.3 (C) (2), acknowledging
                           compliance with any such request of the Seller by
                           notarial deed.

                  (D)      The Buyer and the Companies shall use their
                           reasonable efforts to achieve the targets set forth
                           under (i) and (ii) above.

     (d) SUBORDINATED LOAN. The difference between the Residual Purchase Price
         and the Vendors' Loan in the amount of DM 80,000,000 (Deutsche Mark
         eighty million) (the "SUBORDINATED LOAN") and the interest thereon
         shall be payable to the Seller in full on 31 December 2007 at the
         latest or at such earlier date as set forth below:

         (i)      The Subordinated Loan shall be payable in full, including
                  any accrued interest thereon, within (3) three months after
                  a controlling interest of the shares, or of the voting
                  rights relating to such shares, in the Buyer or in any of
                  the Companies or in any other of the Buyer's affiliates to
                  which the Business is transferred, as the case may be, is
                  directly or indirectly sold or offered to (a) third
                  party(ies) in a trade sale or introduced on a stock exchange
                  by way of an Initial Public Offering.

         (ii)     The Subordinated Loan shall be immediately payable in full,
                  including any accrued interest thereon, if

<PAGE>   20

                                                                             20

                  (A)      the banks of Buyer or the companies accelerate
                           maturity of loans raised in connection with the
                           financing of this transaction and call for early
                           repayment under the respective loan agreements, or

                  (B)      bankruptcy or judicial composition proceedings or
                           any other insolvency proceedings concerning the
                           assets of the Buyer or any of the Companies have
                           been applied for, or

                  (C)      in the event of a dissolution and subsequent
                           liquidation of the Buyer or the Company, or

                  (D)      the Buyer or any of the Companies achieving the
                           raise of facilities by way of refinancing which are
                           sufficient to repay the Subordinated Loan, provided
                           that the necessary approval of the banks financing
                           the acquisition of the Companies can be obtained,
                           if such approval is required under the respective
                           loan agreements.

                  For the avoidance of doubt, it is clarified that the
                  Subordinated Loan shall have the rank as provided for in the
                  Shareholders' Agreement as attached as SCHEDULE 4.3. (d).

     (e) DEFERRED CONSIDERATION. The Deferred Consideration shall be payable
         (3) three months after the first of the events referred to in Section
         4.1 (b) has occurred.

4.4  PAYMENT OF FINANCIAL INTER-COMPANY DEBTS. The Buyer shall procure that
     the Companies will pay back in full the financial interest bearing
     liabilities, not including any trade receivables, owed by the Companies
     to the Seller and/or the Seller's Affiliates as per the Closing Date, if
     any, within (5) five business days, regardless whether due or not. On the
     other side, the Seller shall, and shall procure that the Seller's
     Affiliates will, pay back the financial interest bearing liabilities, not
     including any trade receivables, owed by them to any of the Companies as
     per the Closing Date, if any, within (5) five business days, regardless
     whether due or not (the "FINANCIAL INTER-COMPANY DEBTS").

4.5  SECURITY FOR PURCHASE PRICE. The Buyer has delivered to the Seller a
     letter, a copy of which is attached as SCHEDULE 4.5, from the Funds to
     the Seller confirming that the Buyer will be capitalised, upon Closing,
     with an aggregate equity investment

<PAGE>   21

                                                                             21

     (including equity surrogates) of at least DM 170,000,000 (Deutsche Mark
     one hundred seventy million) to be used by the Buyer to purchase the
     Shares.

4.6  SET OFF AND RIGHT OF RETENTION. Any set off or retention rights by the
     Buyer against the Seller with regard to any and all parts of the
     Consideration which have become due and payable pursuant to Section 4.1
     through 4.5 are herewith expressly excluded and waived unless claims by
     the Buyer are acknowledged by the Seller or have been finally determined
     ["rechtskraeftig entschieden"] by a court under Section 17.9. The Seller
     may set off any and all outstanding parts of the Purchase Price, if due
     and payable, against any claims of the Buyer under the Agreement.


4.7  PAYMENT OF INTEREST. Any accrued interest shall fall due with the
     corresponding principal debt ["Hauptschuld"] and shall be forthwith
     payable with the corresponding principal debts (e.g. with the Cash
     Payment, the Vendor's Loan and the Subordinated Loan), unless otherwise
     provided for in the Agreement.

                                  SECTION 5
                    FINANCIAL STATEMENTS, ANNUAL ACCOUNTS

5.1  FINANCIAL STATEMENTS. The Seller has delivered to the Buyer complete and
     accurate copies of the audited or unaudited, as the case may be,
     individual financial statements of the Seller and each of the Companies
     for the business year ended 31 December 1999 (the "INDIVIDUAL FINANCIAL
     STATEMENTS"). The Seller has furthermore delivered to the Buyer a
     complete and accurate copy of the consolidated financial statements of
     the Seller and such of the Subsidiaries as described in the consolidated
     financial statements for the business year ended 31 December 1999 (the
     "CONSOLIDATED FINANCIAL STATEMENTS"; the Individual Financial Statements
     and the Consolidated Financial Statements are collectively referred to as
     the "FINANCIAL STATEMENTS"). The Financial Statements have been prepared
     in accordance with the statutory provisions of the applicable law and the
     applicable general accepted accounting principles and, to the extent
     permissible under such statutory provisions, with German generally
     accepted accounting principles ("GAAP") consistently applied and based on
     the principles of balance sheet continuity ["unter Wahrung der
     Bilanzierungs- und Bewertungskontinuitaet"]. The Individual Financial
     Statements regarding the Subsidiaries Vinnolit Benelux and Vinnolit Italy
     are attached hereto as SCHEDULE 5.1 for identification purposes only.

<PAGE>   22

                                                                             22

5.2  ANNUAL ACCOUNTS 2000 AND 2001. With regard to the determination of the
     Consolidated Audited EBITDA for the business years 2000 and 2001 the
     following shall apply:

     (a) The Buyer shall cause the Companies to prepare, without undue delay
         after the respective balance sheet date, their consolidated annual
         accounts ["konsolidierte Jahresabschluesse"] for the calendar years
         ending on 31 December 2000 and 31 December 2001 in accordance with
         GAAP (the "ANNUAL ACCOUNTS"). In order to determine the Consolidated
         Audited EBITDA for the respective calendar years, the Annual Accounts
         shall be adjusted, in a separate calculation, in accordance with the
         agreed accounting principles as defined in SCHEDULE 5.2 hereto
         (jointly the "AGREED ACCOUNTING PRINCIPLES").


     (b) The Buyer shall cause the auditor of the Company (i) to audit without
         undue delay, but not later than (3) three months after the respective
         balance sheet date, the Annual Accounts, (ii) to adjust them, in a
         separate calculation, within such time period to comply with the
         Agreed Accounting Principles (the Annual Accounts so audited and
         adjusted the "AUDITED ANNUAL ACCOUNTS") and (iii) to make available
         without undue delay an authentic copy of the Audited Annual Accounts
         to the Seller.


     (c) Within (1) one month after receipt of the Audited Annual Accounts of
         the Companies for the respective years, the Seller is entitled to
         raise objections in writing that and in what respect the Audited
         Annual Accounts, to the extent relevant for the determination of the
         Consolidated EBITDA, do not comply with the Agreed Accounting
         Principles. Any disputes between the Seller and the Buyer which
         cannot be settled directly between them shall be settled, upon
         request of either Party, by an independent auditor acting as expert
         arbitrator ["Schiedsgutachter"]. If the Buyer and the Seller cannot
         mutually agree upon such expert arbitrator within (2) two weeks after
         either Party has requested its appointment, the expert arbitrator
         shall be appointed by the Institute of Chartered Accountants
         ["Institut der Wirtschaftspruefer e.V."] in Duesseldorf. To the extent
         permissible by law (Section 319 of the German Civil Code) the
         findings of such expert arbitrator shall be finally binding on the
         Parties; the Buyer and the Seller shall equally bear the costs of
         such expert arbitrator. If no objections will be raised pursuant to
         the first sentence of this sub-section (c) the Audited Annual
         Accounts are the "FINAL ANNUAL ACCOUNTS" within the meaning of this

<PAGE>   23

                                                                             23


         Agreement. If objections will be raised pursuant to sentence 1 of
         this sub-section, the Audited Annual Accounts as adjusted pursuant to
         the settlement between the Parties or pursuant to the findings of the
         expert arbitrators are the "Final Annual Accounts" within the meaning
         of this Agreement.

     (d) The Buyer shall procure, and cause the Companies to procure, that the
         Consolidated Audited EBITDA of the Companies can be identified
         separately, e.g. by maintaining the book-keeping system
         ["Buchungskreise"] as currently used by the Companies.

     (e) The Buyer shall request the management of the Companies to ensure
         that, on a timely basis, the Seller, any accounting firm appointed
         for these purposes by the Seller and the expert arbitrator receive
         all necessary assistance and a granted access to all relevant
         documents in order to audit and examine the Annual Accounts, to the
         same extent as if they were auditing annual accountants.

                                  SECTION 6
                                   CLOSING

6.1  TIME AND PLACE OF THE CLOSING. Subject to the terms and conditions set
     forth herein, the closing of the transactions contemplated hereby (the
     "CLOSING") shall take place at the offices of Hengeler Mueller Weitzel
     and Wirtz, Frankfurt am Main, or at such other place as Seller and Buyer
     mutually agree, as soon as practicable and, unless otherwise agreed or
     waived by the Seller and the Buyer, under no circumstances later than (5)
     five business days after (i) the Parties shall have obtained the
     unconditional approval, clearance or notice of non-action from the German
     Federal Cartel Office and/or the European Commission under pertinent
     merger control provisions in respect of the consummation of the
     transactions contemplated by the Agreement, (ii) Advent has obtained the
     final and definitive commitment by the banks to provide the financing
     required for the transactions contemplated under this Agreement, (iii)
     the closing conditions of the Vintron Transaction have been satisfied or
     waived (not taking into regard a closing condition according to which the
     Vintron Transaction shall be closed only if the closing conditions
     hereunder have been satisfied or waived), (iv) the Company and Vintron
     have entered into the supply agreements regarding supply with VCM and EDC
     as referred to in Section 13.2 and (v) the hive

<PAGE>   24

                                                                             24

     down of the Business from the Seller to the Company has become effective
     by registration with the relevant commercial register.

6.2  ACTIONS TO BE TAKEN AT CLOSING. At the Closing, the following shall occur
     by way of performance upon tender of counter-performance ["Zug-um-Zug"]:

     (a) CLOSING OF VINTRON TRANSACTION. The Vintron Transaction shall be
     closed by Celanese and the Buyer.

     (b) CASH PAYMENT. The Buyer shall effect the Cash Payment (plus accrued
         interest thereon) to the Sellers account in accordance with Section
         4.5.

     (c) SHAREHOLDERS' AGREEMENT. The Seller and the Buyer's shareholders
         shall execute the shareholders' agreement in the form as attached
         hereto as SCHEDULE 4.3 (d). As described in more detail in Schedule
         4.3 (d) hereof, Wacker and Celanese shall subscribe to a share in CM
         00 Vermoegensverwaltungs 057 GmbH in the course of a capital increase
         of this Company which shall comply with the rules governing capital
         increases in kind ["Sachkapitalerhoehungen"].

     (d) CONFIRMATION OF FUNDS. The Buyer shall submit letters of the Funds to
         the Seller confirming that they acknowledge their obligations to
         assign and transfer interests in the Buyer in the event that the
         Vendor's Loan has not been paid in full on or prior to 31 December
         2007 in accordance with Section 4.3 (c) and Schedule 4.3 (c) (2).

     (e) HIVE DOWN; CONTRIBUTION VINNOLIT ITALY AND BENELUX. The Parties shall
         inspect excerpts of the entries in the relevant commercial register
         proving that the hive down of the Business from the Seller to the
         Buyer has become effective and the Seller shall submit to the Buyer
         the contribution agreements evidencing the contribution of Vinnolit
         Italy and Vinnolit Benelux to the Company as provided in Section 2.3
         (a) and (b).

     (f) NOTIFICATION TO TRADE REGISTER. The Parties shall execute the
         notification to the relevant trade register of the assignment of the
         Limited Interest by the Seller to the Buyer by way of singular
         succession ["Einzelrechtsnachfolge"] and instruct a notary public to
         file the notification with the trade register without delay.

<PAGE>   25

                                                                             25

     (g) CONFIRMATION OF CLOSING CONDITIONS. The Parties shall confirm that
         all conditions to Closing have been fulfilled or waived and all
         action to be taken on Closing have been taken or waived and that the
         shares in the Company have been effectively transferred to the Buyer.

6.3  The Seller and the Buyer may jointly waive any closing conditions
     provided for in Section 6.1 and/or any of the actions to be taken at
     closing pursuant to Section 6.2 above.

                                  SECTION 7
                 REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Buyer by way of independent
guarantee ("Selbstaendiges Garantieversprechen") as of the date hereof and,
unless otherwise provided hereunder, as of the Closing Date, with the legal
consequences as conclusively set forth in Section 9, and subject to the terms
and conditions set forth in Section 9 and 11, as follows:

7.1      INCORPORATION AND VALID EXISTENCE OF THE SELLER. The Seller is a
         limited liability company ["GmbH"] duly established and validly
         existing under the laws of Germany and has all necessary corporate
         power to execute and deliver this Agreement and to perform fully its
         respective obligations hereunder and to consummate the transactions
         contemplated hereby.

7.2      INCORPORATION AND VALID EXISTENCE OF THE COMPANIES. The Companies are
         enterprises duly established and validly existing under the
         applicable laws.

7.3      OWNERSHIP OF SHARES. The statements contained in Sections 2 are
         correct. All contributions to the registered share capital of the
         Company and to the shares held by the Company in the Subsidiaries and
         in InfraServ have been fully paid in. No repayment of capital
         contributions has been effected, neither directly nor concealed.

7.4      EXISTENCE OF SHARES, THIRD PARTY RIGHTS. The Shares and the shares
         held by the Company in the Subsidiaries and InfraServ are validly
         existing, free and clear of any liens, rights, claims and privileges
         of third parties and the Seller may freely and without any
         restrictions dispose of such shares, unless otherwise set forth in
         Section 2.1 or reflected in the corporate documents referred to in
         Section 7.5 below. No options, pre-emptive rights or similar
         undertakings have been given in respect of such shares and no
         shareholders agreement or any similar undertaking regarding such

<PAGE>   26

                                                                             26

         shares has been entered into unless otherwise set forth in Section 2.
         or reflected in the corporate documents referred to in Section 7.5
         below.

7.5      CORPORATE STATUS OF THE COMPANIES. The corporate documents listed on
         the first page of SCHEDULE 7.5 and attached for identification
         purposes only in SCHEDULE 7.5 are correct and duly reflect the
         corporate status of the Companies and InfraServ; no resolutions of
         the shareholders of the Companies, which are required to be
         registered in the commercial register or similar registers have been
         passed which have not been registered. The Buyer is aware that the
         Company has established or will establish a further subsidiary
         (Vinnolit Central Eastern Europe) which is still in foundation.

7.6      CORPORATE AGREEMENTS. There are no corporate agreements in the sense
         of Sections 291, 292 German Stock Corporation Act nor other
         cooperation or joint venture agreements, nor fiscal unity, domination
         or profit pooling agreements which bind any of the Companies.

7.7      PROFIT PARTICIPATION AGREEMENTS, SILENT PARTNERSHIPS. There are no
         agreements regarding participation in the profit of the Companies of
         any kind, in particular there are no silent partnerships, or loans
         with profit participation ["partiarische Darlehen"].

7.8      FINANCIAL STATEMENTS. The Statements made under Section 5.1 are true
         and correct.

7.9      NET INTEREST BEARING FINANCIAL DEBTS. The net interest bearing
         financial debts of the Companies (i.e. interest bearing financial
         debts minus cash of the Companies) as of the Closing Date shall not
         exceed the amount of DM 50,000,000.00 (Deutsche Mark fifty million).
         It being understood, that the Seller may cause the Companies to take
         all measures to not exceed the aforementioned amount within the scope
         defined in Sections 7.20 and 7.21.

7.10     ASSETS. The Companies (i) are the sole and unrestricted owners or
         lessees of the assets, which were reflected in the Individual Financial
         Statements, with the exception of assets which were sold, disposed of,
         replaced or, in the case of receivables, collected since the respective
         dates of the Individual Financial Statements, and including those
         acquired in the ordinary course of business after the date thereof, and
         (ii) the owned assets are unencumbered by third parties' rights, with
         the exception of lessor's liens, liens or similar rights under general
         business terms of banks and suppliers' liens under general sales
         agreements, e.g. customary reservation of title rights
         ["Eigentumsvorbehalte"] and (iii) the Companies own or lease all assets
         ("Anlagevermoegen") and inventories ("Umlaufvermoegen") necessary for
         carrying out

<PAGE>   27

                                                                             27

         the Business and, to the Best Knowledge, all such assets and
         inventories are in a condition which is adequate to carry on the
         Business in the ordinary course of business and in substantially the
         same fashion and manner as prior to the Closing Date, except for
         ordinary tear and wear and unless liability reserves were accrued;
         (iv) to the Best Knowledge, the ordinary and extraordinary repair
         budgets provide for adequate reserves regarding the Companies'
         equipment; (v) the buildings on the Real Properties are in good
         repair and condition. The foregoing provisions shall not apply with
         regard to the unloading station LP 1705 at the Burghausen site, which
         will be transferred to Wacker at book value, in connection with a
         long term management agreement ["Betriebsfuehrungsvertrag"] between
         Wacker and Vinnolit representing the current economic situation, with
         economic effect as of 1 January 2000.

7.11     BANKRUPTCY. No bankruptcy or judicial composition proceedings
         concerning the assets of the Companies have been applied for and, to
         the Best Knowledge, no such circumstances exist pursuant to the
         applicable Bankruptcy or Reorganization Codes of the respective
         countries. No circumstances exist pursuant to applicable Bankruptcy
         or Reorganization Codes or other laws which could justify the
         voidance of this Agreement.

7.12     LABOUR MATTERS. To the Best Knowledge, as at the date hereof, there
         are no specific union activities involving the Companies, and there
         is no pending or, threatened strike, picketing, work stoppage, work
         slowdown or other similar labor trouble. Prior to the hive-down of
         the Business from the Seller to the Companies the employees of the
         Companies were represented in the supervisory board of the Seller in
         accordance with Section 52 Works Council Constitution Act 1952. The
         Buyer is aware of the ongoing discussions in respect of the
         establishment of an advisory board ["Beirat"] of the Company and the
         probable voluntary representation of employees representatives in
         such advisory board.

7.13     EMPLOYEES. To the Best Knowledge,

         (i)      all obligations, whether arising by operation of law, by
                  agreement or past custom, for payments and contributions
                  with respect to direct or indirect pension and retirement
                  benefits or other compensational benefits, such as
                  anniversary payments to the employees of the Companies, for
                  periods prior to the date hereof have been paid by the
                  Companies or adequately accrued for in the Financial
                  Statements in accordance with Section 6 a German Income Tax

<PAGE>   28

                                                                             28

                  Act ["EStG"] and the Seller will procure that the Companies
                  pay or accrue for such obligations until the Closing Date;

         (ii)     the Companies as at the date hereof do not employ or retain
                  more than 1,350 employees (not taking into account
                  employment relationships which are limited in time or
                  suspended);

         (iii)    as at the date hereof none of the key-employees listed in
                  SCHEDULE 7.13 (iii) have terminated their current employment
                  or have threatened to terminate such employment unless
                  otherwise indicated in this Schedule;

         (iv)     There are no material informal and/or unwritten undertakings
                  to employees.

7.14     MATERIAL CONTRACTS. For the purpose of this Section 7.14 all
         agreements which are material to the Business are hereinafter
         referred to as the "MATERIAL CONTRACTS". To the Best Knowledge, there
         are no Material Contracts other than the contracts presented to the
         Buyer in the course of the Due Diligence referred to in Section 9.2.
         The Material Contracts are in full force and effect and, to the
         Best-Knowledge, are enforceable against the Parties thereto in
         accordance with their terms. To the Best Knowledge, no circumstances
         exist that will give any party to the Material Contracts the right to
         terminate, other than ordinary termination rights, in particular not
         as a result of the transactions contemplated under this Agreement. To
         the Best Knowledge the Companies have performed in compliance with
         all material obligations under the Material Contracts. The Company
         has not received any written information regarding any action or any
         material violation of any Material Contracts. For the avoidance of
         doubt, it is clarified that this Section 7.14 shall not apply with
         regard to loan agreements of the Companies, in particular regarding
         working capital facilities.

7.15     INSURANCE. With regard to insurance policies

         (a)      to the Best Knowledge, each of the Companies' Assets of
                  insurable nature, to the extent material to the Business, is
                  covered by insurance policies (the "INSURANCE POLICIES")
                  with insurance companies of good reputation duly authorised
                  to carry on insurance business in the respective Companies'
                  country of seat against fire, accident and all other risks
                  ordinarily insured against as is customary in industry. The
                  Insurance Policies are in full force and effect until 31
                  December 2000. The coverage limits of the Insurance Policies
                  are sufficient based on the Companies' assets, properties
                  and business.


<PAGE>   29

                                                                             29

         (b)      to the Best Knowledge, the Companies have satisfied in full
                  all of their material obligations under the Insurance
                  Policies, and are not in material default under any of them
                  nor does any condition exist with respect to any of the
                  Insurance Policies that, with notice or lapse of time or
                  both, would constitute any of such default of the Companies
                  thereunder;

         (c)      there are no claims made by the Companies or any person on
                  its behalf under the Insurance Policies, exceeding
                  individually or in the aggregate DM 100,000 (Deutsche Mark
                  one hundred thousand), which are outstanding, except as
                  provided in SCHEDULE 7.15 (c) (1). None of such claims
                  listed in Schedule 7.15 (c) (1) has been denied. To the Best
                  Knowledge, no event has arisen which might give rise to any
                  material claim under any of the Insurance Policies.

7.16     INTELLECTUAL PROPERTY RIGHTS. With regard to intellectual property
         rights the Seller represents and warrants in the form of an
         independent guarantee that

         (a)      the Companies (i) are the exclusive licensees of the PVC
                  patents until expiration of such patents and owners of the
                  VCM patents as set forth in SCHEDULE 7.16, or (ii) will be
                  owners of the intellectual property rights with respect to
                  certain EDC-VC-technology at the transfer date as defined in
                  the technology license and transfer agreement between Wacker
                  and the Company dated 19/23 December 1997 as attached hereto
                  as SCHEDULE 7.16 (the "INTELLECTUAL PROPERTY RIGHTS");

         (b)      to the Best Knowledge the Companies do not require any
                  intellectual property rights other than the Intellectual
                  Property Rights in order to conduct the Business as
                  currently conducted;

         (c)      to the Best Knowledge, neither the operation of the Business
                  nor its products infringe any patents or other intellectual
                  property rights of any third party;

         (d)      no claim has been brought against the Companies alleging an
                  infringement of intellectual property rights as at the date
                  hereof and to the Best Knowledge no third party has
                  threatened to bring any action regarding any such alleged
                  infringement.

7.17     REAL PROPERTIES. The real properties as set forth under SCHEDULE 7.17
         (the "REAL PROPERTIES") (the copy of the rental agreement
         Vinnolit/DBV is attached for identification purposes only) constitute
         the essential land and premises leased

<PAGE>   30

                                                                             30

         ["gemietet oder gepachtet"] by the Company or in respect of which the
         Company has - with regard to the PVC-related part of the site in
         Gendorf and Knapsack subject to registration in the relevant
         hereditary building rights land register ["Erbbaurechtsgrundbuch"] -
         hereditary building rights ["Erbbaurechte"]. The Companies lease no
         land or premises with annual leases of more than DM 500,000,
         (Deutsche Mark five hundred thousand) other than the Real Properties.
         The Companies do not own any real properties.

7.18     LITIGATION. Neither of the Companies is party, neither as claimant
         nor defendant, to any litigation, including arbitration proceedings,
         for the avoidance of doubt also with regard to product liability
         claims, of which the amount in dispute exceeds DM 500,000 (Deutsche
         Mark five hundred thousand). To the Best Knowledge, there are no
         governmental investigations or enquiries or administrative
         proceedings initiated or pending against the Companies in which the
         amount involved exceeds DM 500,000 (Deutsche Mark five hundred
         thousand). To the Best Knowledge, there are no such litigation,
         investigations, enquiries or administrative proceedings threatened
         against any of the Companies.

7.19     COMPLIANCE WITH LAWS. The Companies are to the Best Knowledge not in
         violation of any published law ["Gesetz im materiellen Sinne"],
         ordinance ["Verfuegung"], regulation ["Verordnung"], or any other
         requirement of any court or arbitrator, being material for the
         Business.

7.20     CONDUCT IN THE ORDINARY COURSE. Since 1 January 2000 until the date
         hereof,

         (a)      the Business of the Companies has been conducted in the
                  ordinary course and shall continue to be conducted in the
                  ordinary course until the Closing as a going concern.


         (b)      the Companies have not declared any dividends in respect of
                  the Shares and no such Dividends shall be declared until the
                  Closing.

7.21     ABSENCE OF MATERIAL CHANGES. Except as disclosed in SCHEDULE 7.21,
         since 1 January 2000 until the date hereof,

         (i)      the remunerations payable to the managing directors,
                  officers, employees, agents or consultants have not been
                  increased outside the ordinary course of business;

<PAGE>   31

                                                                             31

         (ii)     the Companies have not incurred any material liabilities or
                  entered into any other material transactions outside the
                  ordinary business;

         (iii)    there has not been any material loss or damage to, or any
                  material interruption in the use of any of the Companies'
                  material assets;

         (iv)     the Companies have not made any capital expenditures
                  [("Ausgaben zur Anschaffung von Anlagevermoegen")] which, in
                  the aggregate since 1 January 2000 exceed DM 40,000,000.00
                  (Deutsche Mark forty million);

         (v)      there has not been any material adverse change, either
                  individually or in the aggregate, in the Business of the
                  Companies;

         (the events under (i) - (v) hereinafter the "MATERIAL ADVERSE
         CHANGE").

         From the date hereof through the Closing Date, the Seller shall (A)
         cause the Companies not to enter into arrangements constituting a
         Material Adverse Change within the sense of (i), (ii) or (iv) above
         without the prior consent of the Buyer and (B) promptly inform the
         Buyer if any of such Material Adverse Changes within the sense of
         (iii) or (v) above occurs.

         The Seller and the Buyer shall be entitled to rescind this Agreement
         if a material adverse change occurring from the date hereof through
         the Closing Date, without the consent of the Buyer, results in
         damage, liabilities or loss of the Companies, exceeding DM 25,000,000
         (Deutsche Mark twenty five million), unless covered by insurance
         policies or by claims of the Companies against (a) third party(ies).

7.22     FINDER'S FEES. The Companies have not incurred any liability or
         brokerage or finders' fees or agents' commissions or similar payments
         in connection with this Agreement.

7.23     TRADE RECEIVABLES. As of the Closing Date at least 90 % of trade
         receivables shall be collectible within (6) six months after the
         Closing Date without deductions, unless customary or agreed by the
         Companies with the respective customer. The Seller and the Buyer
         agree that in the event that the representation and warranty made
         under this Section 7.23 results in a claim of the Buyer pursuant to
         the terms and conditions set forth in Section 9, the Buyer shall
         cause the respective Company to assign accounts receivables, to the
         extent the Seller is in breach of the representation set forth in
         this Section 7.23, to the Seller against payment of the nominal value
         of such

<PAGE>   32

                                                                             32

         receivables to the respective Company. The Buyer shall procure that
         any payments of such receivables to the respective Company after the
         transfer of title shall be promptly paid to the Seller. The Buyer
         shall give, without undue delay, immediate notice of such transfer of
         title to the debtors ["Abtretungsanzeige"].

7.24     LIABILITIES. The Companies have no liabilities obligations within the
         sense of Section 251 HGB ["Haftungsverhaeltnisse"] any other security
         arrangements (eg. letters of comfort ["Patronatserklaerungen"]) for
         liabilities of third parties (other than the Companies), except as
         reflected or reserved against in the Financial Statements or as
         stated under the balance sheet of the Financial Statements.

7.25     BEST OF KNOWLEDGE. If a representation and warranty under this
         Agreement is made to the best of knowledge (the "BEST KNOWLEDGE"),
         such Best Knowledge shall be present if the managing directors of
         Wacker, Celanese, Celanese Chemicals Europe GmbH and/or the Company
         should have obtained knowledge about the underlying facts and
         circumstances giving rise to a breach of the representation or
         guarantee applying the standard of care of a prudent businessman
         pursuant to Section 43 German Limited Liability Companies Act
         ["GmbHG"], provided however, that such representation and warranty
         shall not imply an obligation of such managing directors to make any
         special inquiry or investigation merely for reason of the
         transactions contemplated by this Agreement.

                                  SECTION 8
                 REPRESENTATIONS AND WARRANTIES OF THE BUYER

8.1      INCORPORATION, CORPORATE POWER. The Buyer represents and warrants to
         the Seller by way of independent guarantee ["selbstaendiges
         Garantieversprechen"] that as of the date hereof and as of the
         Closing Date the Buyer is a limited partnership duly established
         under the laws of Germany, having all requisite corporate power and
         authority to execute, deliver and perform its obligations under the
         Agreement and to consummate the transactions contemplated hereby, and
         CM 058 GmbH as its general partner is a company duly incorporated and
         registered under the laws of Germany as a limited liability company
         ["GmbH"] in the commercial register of the local court in Munich
         under HRB 130662.


8.2      CORPORATE ACTION. The Buyer represents and warrants to the Seller by
         way of independent guarantee ["selbstaendiges Garantieversprechen"]
         that the Buyer has taken all necessary corporate action and obtained
         all necessary consents to authorise

<PAGE>   33
                                                                              33

       (i) the execution and delivery of the Agreement and (ii) the performance
       of the Agreement and the consummation of the transaction contemplated
       thereby.

8.3    FINANCING AND CARTEL APPROVAL. The Buyer represents and warrants to the
       Seller by way of independent guarantee ["selbstaendiges
       Garantieversprechen"] that as of the date hereof and as of the Closing
       Date, to its best knowledge, there are no existing facts or circumstances
       which

       (i)    might affect its obligations to pay the Residual Purchase Price or

       (ii)   on the side of the Buyer and the Buyer's Affiliates are of
              relevance from a cartel law point of view and which might prevent
              clearance by any cartel authorities referred to in Section 15. The
              Seller is aware that the Buyer holds an interest in Vestolit equal
              to approx. 10 % of the total share capital of the company.


                                    SECTION 9
                                    REMEDIES


9.1    REINSTATEMENT. Unless otherwise provided in this Agreement, if and to the
       extent that representations and warranties of the Seller are incorrect
       and result in a claim of the Buyer under Section 7, the Seller shall

       (a)    put the respective Companies in a position as if such incorrect
              representations and warranties were true ["Naturalrestitution"]
              or, at the Seller's option,

       (b)    pay the amount in cash to the Buyer or the Companies which
              corresponds to the loss of the respective Companies in respect of
              the matter giving rise to the claim.

       If the Seller fails to make the incorrect representations and warranties
       true within a period of (2) two months following receipt of written
       notice of such claim pursuant to (a) above, at the Buyer's option, the
       Seller shall effect payment of the amount in cash which corresponds to
       the damage (within the sense of Section 249 Sentence 2, BGB unless
       otherwise set forth in Section 9.4) of the respective Companies either to
       the respective Companies or to the Buyer. Sections 377, 378 HGB shall not
       apply. In the event of a violation of Section 7.9, the Seller shall, in
       deviation from this Section 9.1, be obliged to grant a loan to the
       companies, subordinated to all other debts of the Companies, equal to the
       amount by which the net interest bearing


<PAGE>   34

                                                                              34

       financial debts as of the Closing Date exceed the amount of DM
       50,000,000. The loan shall be repayable without interest (5) five
       business days after the amount of the Companies' net interest bearing
       financial debts meets, or falls short of, the amount of DM 50,000,000
       after the Closing Date. The Buyer shall cause the Companies to use all
       reasonable efforts to reduce the interest bearing financial debts to, or
       below, the amount of DM 50,000,000 within the ordinary course of
       business.

9.2    BUYER'S KNOWLEDGE. The Seller shall not be liable to the Buyer for any
       claims brought by the Buyer in respect of any alleged breach of a
       representation or warranty made by the Seller herein, if the Buyer or its
       advisors at the date hereof had knowledge of such breach within the sense
       of Section 460 of the German Civil Code ["BGB"]. The Buyer confirms that
       it and its advisers have examined the legal, tax and financial
       information relating to the Companies ("DUE DILIGENCE") from November
       1999 through April 2000 and during a follow up due diligence period from
       8 May through 12 May 2000. A copy of the Data Room List is appended
       hereto as SCHEDULE 9.2. The Buyer and/or persons appointed by the Buyer
       furthermore had the opportunity to have detailed discussions with members
       of the management board of the Seller and the Company. The restrictions
       pursuant to Section 460 BGB shall not apply with respect of
       representations in Section 7.3 regarding InfraServ.

9.3    NO FURTHER REPRESENTATIONS AND WARRANTIES. The Buyer may only bring or
       assert claims in respect of representations and warranties which are
       expressly referred to and stated in Section 7 as being made by the Seller
       and no further statements, representations, warranties or guarantees are
       made, or deemed to be made, by the Seller, other than those expressly and
       conclusively set forth in Section 7. In particular, the Buyer shall not
       be entitled to rely on the prospective development of the Companies,
       including, but not limited to, business forecasts, expected earnings,
       budgetary accounting and the like (including the statements made in the
       Business Plan or any other business plans or budgets of the Companies)
       prepared in regard to the Companies.

9.4    DETERMINATION OF DAMAGES; CONSEQUENTIAL DAMAGES. The Seller shall not be
       liable for any reputation damages. Any damage shall be calculated
       strictly on the Companies' level and shall, if applicable, be determined
       by applying a discount factor on a discounted cash flow basis, calculated
       on the basis of the 12-months EURIBOR plus 250 basis points
       ["Basispunkte"], not taking into consideration circumstances and/or
       considerations of the Buyer, such as (but not limited to) the multiple
       which the Buyer applied when valuating the Business. For the avoidance of


<PAGE>   35

                                                                              35

       doubt, it is clarified that the Buyer shall in no event be entitled to
       bring or assert any claim and the Seller shall not be held liable for any
       consequential damages ["mittelbare Schaeden" bzw. "Folgeschaeden"] of the
       Buyer, in particular (but not limited to) loss of profit by the Buyer.

9.5    NO ENVIRONMENTAL WARRANTIES. Any environmental pollution, i.e. pollution
       or other strains of soil, groundwater, soil air ["Bodenluft"], surface
       water, facilities or buildings shall solely and exclusively be subject of
       the terms and conditions of the indemnification clause as set forth in
       Section 10.1. The Seller shall not be liable for (i) Environmental
       Pollution or (ii) other claims relating to pollution or other strains of
       soil, groundwater, soil air, surface water, facilities or buildings of
       whatever nature and based on whatever legal grounds, and neither of the
       representations or warranties made in Section 7 are made, or deemed to be
       made, with regard to environmental pollution, unless provided for
       otherwise in Section 10.1.

9.6    NO DOUBLE RECOVERY. The Buyer shall not be entitled to bring or assert
       any claims pursuant to Section 9 if and to the extent (i) the Financial
       Statements contain a provision for the matter violating the respective
       representation and warranty, if the amount of loss, damage, expense or
       liability incurred is less than the amount contained in such specific
       provision or (ii) recovery, payment or compensation for a specific matter
       violating the respective representation and warranty has already been
       obtained by the Buyer or the Companies in whatever manner and from
       whatever source, so as to avoid the Buyer receiving double recovery for
       such specific matter. For the avoidance of doubt it is further clarified
       that Section 254 of the German Civil Code shall be applicable.

9.7    EXCLUSIVE REMEDIES. The rights of the Buyer pursuant to Section 9 shall
       be the sole and exclusive remedies for the breach of any of the
       provisions in Section 7, any other claim or right, whether for damages,
       reduction of price ["Minderung"] or rescission ["Wandelung",
       "Ruecktritt"], prior to or after the Closing, for culpa in contrahendo,
       clausula rebus sic stantibus or on any other legal basis shall be - to
       the extent legally permissible - excluded, except for claims based upon
       wilful misconduct ["Vorsatz oder Arglist"].

9.8    RESCISSION. If the clearance by the European Commission or the German
       Federal Cartel Office, as the case may be, ("CARTEL APPROVAL") has not
       been granted within (6) six months after the date hereof, then the Seller
       or the Buyer may rescind this Agreement. In such case, the Parties will
       carry their respective costs incurred in


<PAGE>   36
                                                                              36

       connection with this Agreement individually, waiving any claims they may
       have hereunder or which they may have become entitled to in the course of
       negotiations leading to the signing hereof against one another to the
       extent that the other Party has performed and complied in all material
       respects with their obligations under the Agreement. The foregoing
       sentence shall not apply with regard to the Hive-Down costs and
       liabilities which shall in any event be paid to the Seller in accordance
       with Section 10.3. Subject that the Cartel Approval has been granted, the
       Seller shall be entitled to rescind this Agreement if any of the other
       conditions precedent pursuant to Section 3.4 (b) and (c) are not
       fulfilled or waived (x) within (3) three months after the date hereof, or
       (y) within 10 (ten) business days after the Cartel Approval has been
       granted, whichever occurs later. Any of the Seller, Wacker, Celanese or
       the Buyer shall be entitled to rescind this Agreement, if (i) the final
       and definitive commitment by the banks to provide the financing required
       for the transactions contemplated by this Agreement at conditions no more
       disadvantageous than the conditions set out in Schedule 4.1 (b) (ii) is
       not obtained at or prior to 5 June 2000, or (ii) the closing conditions
       of the Vintron Transaction are not fulfilled or waived within (3) three
       months after the date hereof, or (iii) the hive down of the Business from
       the Seller to the Buyer has not become effective by registration with the
       relevant commercial register within (3) three months after the date
       hereof unless a delay of the registration is due to lack of co-operation
       by the management of the Seller or the Company.


                                   SECTION 10
                                 INDEMNIFICATION


10.1   ENVIRONMENTAL. In respect of claims resulting from the pollution of soil,
       soil air ("Bodenluft"), groundwater, surface water, buildings or
       facilities, which causes adverse changes of the condition of the soil
       resulting in dangers, substantial disadvantages or substantial nuisance
       for the individual or the public ["Schaedliche Bodenveraenderung" i.S.d.
       Section 2 BBodSchG] or any other dangers for the individual or the public
       ["Gefahren fuer den Einzelnen oder die Allgemeinheit"] pursuant to other
       applicable German laws (the "ENVIRONMENTAL POLLUTION") including claims
       of any Governmental authority or of InfraServ or any third party, the
       Buyer or the Company, as the case may be, shall be indemnified in
       accordance with the terms and conditions provided under this Section 10.1
       only.

<PAGE>   37
                                                                              37

       "ENVIRONMENTAL LIABILITIES" shall be all costs (including third party
       claims) incurred in connection with the investigation, elimination or
       remediation of Environmental Pollution in order to comply with final
       ["bestandskraeftig"] or immediately enforceable ["sofort vollziehbar"]
       administrative acts ["Verwaltungsakte"], (ii) final ["rechtskraeftig"]
       court decisions, or (iii) agreements entered into, in order to avoid acts
       and decisions as defined in (i) and (ii), with the consent of the
       respective Indemnifier as defined below, with administrative authorities,
       or neighbours (iv) the need to remediate an imminent danger for the
       well-being or health ["Gefahr im Verzug fuer Leib oder Leben"], or, to
       the extent that an omission of taking immediate action would result in a
       criminal offence, groundwater ["Grundwasser"], in each case if and to the
       extent that such environmental liabilities are based on the laws and
       regulations applicable or formally published by the relevant authorities
       as of the Closing Date. The Company or the Buyer, as the case may be,
       shall be indemnified and held harmless in accordance with the provisions
       following hereunder (x) by Wacker, if and to the extent claims in respect
       of the Environmental Liabilities result from any commercial activities
       conducted by the Company on the Company's sites in Cologne-Merkenich
       and/or Burghausen, or (y) by Celanese, if and to the extent claims in
       respect of the Environmental Liabilities result from any commercial
       activities conducted by the Company on the Company's sites in Knapsack
       and/or Gendorf.

       The indemnification by Celanese regarding the Gendorf site includes, but
       is not limited to, claims brought by InfraServ pursuant to paragraph 6 of
       the partnership agreement of InfraServ in respect of additional cash
       contributions ["Nachschuesse"] as may be requested to be assumed by the
       Company, as set forth in lit. (c) of this Section 10.1.

       The Parties as well as Wacker and Celanese hereby agree that Wacker and
       Celanese shall only be severally ["teilschuldnerisch"] liable in
       accordance with this Section 10.1 and that (i) any joint and several
       liability ["gesamtschuldnerische Haftung"] and (ii) any liability of the
       Seller for any Environmental Pollution based on whatever legal grounds
       shall be expressly excluded and waived by the Buyer. In all cases of
       pollution or other strains of soil, groundwater, soil air, surface water,
       facilities or buildings occurred prior to the Closing Date the Buyer and
       the Companies shall be authorised to raise claims under, and in
       accordance with, the terms and conditions of this Section 10.1 only.
       Section 7.19 remains unaffected in the event a violation of Section 7.19
       results in the occurrence of such pollution and/or such strains after the


<PAGE>   38

                                                                              38

       Closing Date. Subject to the terms and conditions as set forth in this
       Section 10.1 either Wacker or Celanese (for the purposes of this Section
       10.1 also the "INDEMNIFIER") shall indemnify and hold harmless the
       Company or the Buyer, as the case may be, as follows:


       (a)    SUBSTANCES NO LONGER IN USE. If and to the extent the
              Environmental Pollution is caused by substances which on or after
              the Closing Date are not used by the Company at the respective
              Company's sites and unless the Environmental Pollution is caused
              after the Closing Date, the respective Indemnifier shall indemnify
              and hold harmless the Company for any Environmental Liabilities
              which become due

              (i)    in the period from the Closing Date through 31 January 2010
                     by 100 %,

              (ii)   in the period from 1 February 2010 through 31 January 2011
                     by 80 %,

              (iii)  in the period from 1 February 2011 through 31 January 2012
                     by 60 %,

              (iv)   in the period from 1 February 2012 through 31 January 2013
                     by 40 %, and

              (v)    in the period from 1 February 2013 through 30 January 2014
                     by 20 %.

              Any Environmental Liabilities which become due after 30 January
              2014 shall be assumed by the Company or the Buyer, and the Company
              and the Buyer shall indemnify and hold harmless Wacker, Celanese
              and the Seller from any such Environmental Liabilities, and any
              Environmental Liabilities not to be borne by the respective
              Indemnifier pursuant to the sliding scale set forth above,
              asserted against them. For the purpose of allocating the
              Environmental Liabilities to the respective time periods set forth
              in the above sliding scale any Environmental Liabilities become
              due


              -      in case of Environmental Liabilities in the meaning of
                     Section 10.1 paragraph 2 (i) and (ii) at the time when the
                     Buyer has notified the Seller in writing and in
                     substantiated form of the nature and scope of the
                     respective Environmental Pollution, provided, however that,
                     the administrative act ["Verwaltungsakt"] is issued within
                     (8) eight months (taking into account any possible
                     negotiation period under the next recital) following such
                     notification, and provided further that the Buyer

<PAGE>   39
                                                                              39


                     and the Companies have fully complied with their
                     obligations pursuant to (i) (Further Conditions) (iv)
                     below, otherwise at the time when the administrative act
                     ["Verwaltungsakt"] is issued.

              -      in case of Environmental Liabilities in the meaning of
                     Section 10.1 paragraph 2 (iii) at the time when the Buyer
                     has notified the Seller in writing and in substantiated
                     form of the nature and scope of the respective
                     Environmental Pollution, provided, however, that any
                     agreement between Buyer and Seller on an indemnification is
                     achieved within (4) four months following such
                     notification;

              -      in case of Environmental Liabilities in the meaning of
                     Section 10.1 paragraph 2 (iv) at the time when the Buyer
                     has notified the Seller in writing and in substantiated
                     form of the nature and scope of the respective
                     Environmental Pollution, provided, however, that any
                     remediation has been commenced within (4) four months
                     following such notification.

       (b)    SUBSTANCES STILL IN USE. If and to the extent the Environmental
              Pollution is caused by substances which at the Closing Date are
              still in use by the Company at the respective Company's sites, and
              provided that the Environmental Pollution is caused prior to the
              Closing Date, the respective Indemnifier shall indemnify and hold
              harmless the Company or the Buyer for any Environmental
              Liabilities which become due


              (i)    in the period from the day hereafter through 31 January
                     2002 by 90 %,

              (ii)   in the period from 1 February 2002 through 31 January 2003
                     by 80 %,

              (iii)  in the period from 1 February 2003 through 31 January 2004
                     by 70 %,

              (iv)   in the period from 1 February 2004 through 31 January 2005
                     by 60 %,

              (v)    in the period from 1 February 2005 through 31 January 2006
                     by 50 %,

              (vi)   in the period from 1 February 2006 through 31 January 2007
                     by 40 %,

              (vii)  in the period from 1 February 2007 through 31 January 2008
                     by 30 %,

              (viii) in the period from 1 February 2008 through 31 January 2009
                     by 20 %,


<PAGE>   40
                                                                              40

              (ix)   in the period from 1 February 2009 through 31 January 2010
                     by 10 %.

              Any Environmental Liabilities which become due after 31 January
              2010 shall be assumed by the Company or the Buyer, and the Company
              and the Buyer shall indemnify and hold harmless Wacker, Celanese
              and the Seller from any such Environmental Liabilities, and any
              Environmental Liabilities not to be borne by the respective
              Indemnifier pursuant to the sliding scale set forth above,
              asserted against them.

              For the purpose of allocating the Environmental Liabilities to the
              respective time periods set forth in the above sliding scale the
              last sentence of Section 10. 1 (a) above shall apply.

       (c)    Notwithstanding the provisions under (a) and (b) in the event that
              the Company, as a limited partner of InfraServ, is requested to
              assume additional cash contributions ["Nachschuesse"] pursuant to
              Section 6 of the Partnership Agreement ["Gesellschaftsvertrag"] of
              InfraServ for Environmental Pollution not directly attributable to
              the Business, which become due as from 1 February 2010, and unless
              the Environmental Pollution is caused after the Closing Date,
              Celanese shall indemnify and hold the Company harmless from

              (i)    contributions which become due in the period from the
                     Closing Date through 31 January 2010 by 100 %

              (ii)   contributions which become due in the period from 1
                     February 2010 through 31 January 2011 by 80 %,

              (iii)  contributions which become due in the period from 1
                     February 2011 through 31 January 2012 by 60 %,

              (iv)   contributions which become due in the period from 1
                     February 2012 through 31 January 2013 by 40 %,

              (v)    contributions which become due in the period from 1
                     February 2013 through 31 January 2014 by 20 %.

              There shall be no obligation of Celanese to indemnify the Company
              for, or hold the Company harmless from, any additional cash
              contributions which become due after 31 January 2014, and the
              Company and the Buyer shall indemnify and hold harmless Celanese
              and the Seller from any such cash

<PAGE>   41
                                                                              41

              contributions, and any cash contributions not to be borne by
              Celanese pursuant to the sliding scale set forth above, requested
              from Celanese or the Seller.

       (d)    PROCEEDINGS AND RESTRICTIONS. The Company or the Buyer, as the
              case may be, shall (i) inform the Indemnifier promptly (in any
              case in good time prior to expiration of any appealing periods) of
              the assertion of any claim or any demand, action, proceeding or
              judgement related to or in connection with Environmental Pollution
              and the Environmental Liabilities, (ii) take any reasonable
              necessary action in the defence of such claim, action, proceeding
              or judgement, unless otherwise instructed by the respective
              Indemnifier, (iii) fully co-operate with the Indemnifier in the
              defence or settlement in respect of the Environmental Liabilities,
              (iv) grant advantage to the Indemnifier to participate in the
              defence of any claim, suit action or proceeding, and (v) make no
              admission to the claimant or settlements without the prior written
              approval of the respective Indemnifier. In particular, the Buyer
              undertakes to inform, and shall cause that the Companies undertake
              to inform, the Indemnifier without undue delay of any
              environmental pollution which has been notified to the relevant
              Governmental authorities. Furthermore, the Buyer shall inform and
              consult or cause the Companies to inform and consult with the
              Indemnifier before corrective actions with regard to environmental
              pollution, including investigation and transportation, storage and
              treatment of polluted soil, water or buildings, are taken. If the
              Buyer or the Companies are obliged to act immediately in a case of
              imminent danger ["Gefahr in Verzug"] the Buyer or the Companies
              shall be obliged to act with the care of a prudent business man
              before informing and consulting with the Indemnifier. The
              Indemnifier shall be given the opportunity to comment on,
              participate in and review any reports on or relevant
              investigations, orders or other measures which may with a
              reasonable likelihood give rise to Environmental Liabilities, and
              the Buyer shall ensure that the Indemnifier receives without undue
              delay copies of all such documents.

       (e)    ARBITRATOR. In the case of Section 10.1 (b) the following shall
              apply:

              If the respective Indemnifier and the Buyer cannot agree as to
              whether or to what extent the Environmental Pollution occurred
              prior or after Closing Date, the Indemnifier and the Buyer shall
              jointly appoint an independent environmental expert (the
              "EXPERT"). If the parties cannot, within (6) six weeks after the
              Indemnifier receiving notice of the Environmental Pollution by

<PAGE>   42


                                                                              42

              the Buyer, agree on the Expert, a reputable and neutral Expert
              shall be determined by the president of IHK Frankfurt. The costs
              of the Expert and the determination of the Expert shall be borne
              by the parties to the extent the Expert's determination is
              detrimental to the respective parties.

              The Expert shall finally determine whether or to what extent the
              Environmental Pollution occurred prior or after the Closing Date.
              If the Expert

              (A)    determines that the Environmental Pollution occurred prior
                     to the Closing Date, then the sliding scale referred to
                     above under 10.1 (b) shall apply;

              (B)    determines, that the Environmental Pollution occurred on or
                     after the Closing Date, then the Indemnifier shall not be
                     liable at all;

              (C)    cannot determine whether the Environmental Pollution
                     occurred prior or after the Closing Date, then the sliding
                     scale referred to above under 10.1 (b) shall apply;

              The Expert shall base his determination on a thorough
              investigation of the pollution, its circumstances and the safety
              and environmental protection standards applied in the Company. The
              Buyer shall procure that the Company will provide the Expert with
              all information which he deems necessary or feasible for his
              determination and grant access to the Company's sites as may
              be required or feasible. If the Expert states that he cannot make
              a determination because the Company has not complied with its
              obligations set forth above, then the Environmental Pollution
              shall be deemed to have occurred after the Closing Date.

       (f)    DE MINIMIS THRESHOLD. Each Indemnifier shall only be liable for
              indemnification under this Section if, and solely to the extent
              that, the individual Environmental Liability exceeds DM 100,000
              (Deutsche Mark one hundred thousand ) and the aggregate
              Environmental Liability in each calendar year exceed DM 500,000
              (Deutsche Mark five hundred thousand).

       (g)    INDEMNIFICATION CAPS. The respective Indemnifier's total liability
              for any and all Environmental Liabilities relating to one single
              site, as set out below, for which it may be held liable under this
              Section, shall be limited as follows:


<PAGE>   43
                                                                              43

              (i)    Wacker's liability to an aggregate amount of DM 90,000,000
                     (Deutsche Mark ninety million) (the "WACKER ENVIRONMENTAL
                     LIABILITY CAP");

              (ii)   Celanese's liability to an aggregate amount of DM
                     200,000,000 (Deutsche Mark two hundred million) (the
                     "CELANESE ENVIRONMENTAL LIABILITY CAP");


       (h)    NO DOUBLE RECOVERY. Section 9.7. shall apply mutatis mutandis,
              provided that in this respect, if any insurance coverage for
              Environmental Liabilities, if existing, should have been reduced
              after the Closing Date, such amounts shall be taken into account
              to the favour of Wacker and/or Celanese, which would have been
              recovered under the insurance policies in force as of the Closing
              Date, unless such insurance coverage can not be obtained by an
              insurance company, or only be obtained at conditions which are
              substantially unfavourable compared to the current conditions.

       (i)    FURTHER CONDITIONS. The obligations of Wacker and Celanese to
              indemnify the Companies or the Buyer, as the case may be, pursuant
              to this Section 10.1 do not apply to the extent the Environmental
              Liabilities have, directly or indirectly, been caused or increased
              by the fact that either the Companies or the Buyer or any other
              person conducting the Business or other businesses at the
              respective sites after the Closing Date

              (i)    has not complied with any applicable laws, regulations,
                     orders, notices including applicable standards for security
                     and environmental protection (provided that such
                     non-compliance is not caused by a non-compliance by the
                     Seller or the Companies prior to the Closing Date which
                     could not be remedied by the Companies or the Buyer within
                     reasonable time); or

              (ii)   failed to mitigate damages pursuant to Section 254 German
                     Civil Code; or

              (iii)  changes the use of the sites, in particular non-temporarily
                     (exceeding a period of (6) six months) partly or completely
                     ceases plant operations, or parts thereof, of the Business
                     of the Company; or

              (iv)   has disclosed to any governmental authority ["Behoerde"] or
                     any private unaffiliated third party (excluding advisors
                     and agents of the Company and/or the Buyer), directly or
                     indirectly, environmental pollution, or

<PAGE>   44
                                                                              44



                     taken any other exploratory or investigative measures,
                     except where such disclosure or measure was required to be
                     made by a final ["bestandskraeftig"] or immediately
                     enforceable ["sofort vollziehbar"] administrative act
                     ["Verwaltungsakt"] or unless such disclosure was required
                     by law.

10.2   TAX INDEMNIFICATION. With regard to any taxes and ancillary taxes
       ["Steuern und steuerliche Nebenleistungen"] within the sense of Section 3
       Tax Act ["AO"] and including social security contributions (the "TAXES")
       concerning the period prior to the Effective Date the Parties agree as
       follows:

       (a)    TAX ASSESSMENTS. Concerning the period prior to the Effective Date
              the Parties shall co-operate with regard to any Taxes. The Buyer
              shall notify the Seller promptly about any order announcing a Tax
              or relevant other audit that may partially or fully extend any
              Taxes relating to the Companies for any taxable periods
              ["Veranlagungszeitraeume"] ending before the Effective Date (the
              "TAXABLE PERIOD"). Copies of such order shall promptly be
              forwarded to the Seller by registered mail ["Einschreiben mit
              Rueckschein"]. The Seller shall be fully authorised to participate
              in the negotiations with tax and other authorities concerning such
              Taxes regarding the Taxable Period. The Seller is entitled to lead
              such negotiations and the Buyer will keep the Seller closely
              informed about any audits or investigations of the relevant
              authorities in an appropriate manner. The Seller shall be
              authorised to appeal at its own cost in the Companies' name
              against any Tax or other assessment notice concerning the Taxable
              Period.

       (b)    TAX INDEMNIFICATION. Upon receipt of the relevant Tax assessment
              notice by either the Buyer or any of the Companies, the Seller
              shall be liable for the payment of, and shall indemnify and hold
              harmless the Buyer or the Companies, as the case may be, from all
              Taxes assessed against the Companies by any tax authority for any
              business year within the Taxable Period which exceed reserves and
              provisions for Taxes for the specific business years as reflected
              in the respective financial statements of the respective one of
              the Companies (the "SURPLUS TAXES"). The Buyer shall vice versa
              procure that the Companies shall compensate the Seller for all
              reduced Taxes ["Mindersteuern"] concerning the Taxable Period
              which fall short of the reserves and provisions for Taxes for the
              Taxable Period as reflected in the

<PAGE>   45
                                                                              45



              respective individual statements and/or the consolidated financial
              statements (the "Reduced Taxes").

       (c)    DISPUTES. In the event of any disagreements or disputes arising in
              respect of, or in connection with, the determination of the
              Surplus Taxes or the Reduced Taxes, the Independent Auditor shall
              on request of either of the Parties determine the respective
              Surplus Taxes and/or Reduced Taxes in a binding manner. The costs
              incurred by the assignment of the Independent Auditor shall be
              borne by the Parties in proportion the determination being
              detrimental to the respective Party's interest.

       (d)    TAXES IN CONNECTION WITH HIVE-DOWN. For the avoidance of doubt, it
              is understood, that the Seller shall not be liable for any Taxes
              incurred in connection with the Hive-Down of the Business to the
              Company, irrespective whether relating to, or incurred in, the
              Taxable Periods or not and whether owed by the Seller or any of
              the Companies' (see also 10.3 below).


10.3   HIVE-DOWN COSTS AND LIABILITIES. The Buyer shall indemnify and hold
       harmless the Seller, Wacker and/or Celanese, as the case may be, from

       (a)    any proceeding costs, expenses and fees, including, but not
              limited to, costs of relevant courts, notary fees and all
              reasonable accounting, legal or other professional costs, expenses
              and fees of its advisers and any real estate transfer taxes (see
              also 10.2. (d) above);

       (b)    any claims of creditors regarding liabilities of the Company for
              which the Seller pursuant to Section 133 of the German Conversion
              Code, is jointly and severally or otherwise liable.

       incurred by, or suffered from, the Hive-Down of the business of the
       Seller to the Company (the "HIVE-DOWN")

10.4   TAXES RELATING TO COMPANY'S PROFITS. The Seller assumes the corporate
       income tax ["Koerperschaftssteuer"] with regard to the profit of the
       Company for the period from 1 January 2000 through 30 May 2000 such
       profits to be determined by the Company's auditor KPMG by way of an
       interim tax balance sheet as of 1 June 2000, which shall be prepared only
       for the aforementioned tax purpose. With regard to objections of either
       of the Seller or the Buyer regarding the interim tax balance sheet,
       Section 5.2 (c) shall apply mutatis mutandis.

<PAGE>   46
                                                                              46


10.5   COMPENSATION OF LOSSES BY CELANESE. Celanese shall procure and hereby
       guarantees ["Einstehen im Sinne eines selbstaendigen Schuldversprechens"]
       that it fully complies with its obligation to compensate the Company for
       losses incurred or incurring for the period from 1 January 1998 through
       31 December 2000 pursuant to Article 7.3 of the agreement regarding the
       establishment of a joint venture in respect of the production and
       distribution of monomer products dated 15/17/22/23 December 1997 entered
       into between Hoechst Aktiengesellschaft, Wacker, Celanese Chemicals
       Europe GmbH and the Seller. For the avoidance of doubt, such obligation
       to compensate losses shall only relate to losses, incurred or incurring
       for the period from 1 January 1998 through 31 December 2000, in the
       business fields as conducted by the Company prior to the Hive-Down of the
       Business (production and distribution of monomer products including the
       technology and licensing business) provided that such losses, after the
       Closing Date, occur within the ordinary course of such business fields
       and are calculated in accordance with the methods as determined pursuant
       to SCHEDULE 10.5. Such losses shall in no event take into account losses
       incurred or incurring in connection with other business fields and assets
       which were hived- down pursuant to the Hive-Down Agreement. The Buyer
       shall procure, and cause the Companies to procure, that the losses to be
       compensated by Celanese can be identified separately from any other
       losses of the Companies, e.g. by maintaining the book-keeping system
       ["Buchungskreise"] as currently used by the Companies. Should Celanese
       and the Buyer/the Companies fail to agree on the amount of losses to be
       compensated by Celanese within (1) one month after the financial
       statements of the business year 2000 have been audited and delivered to
       Celanese, such amount shall be determined by an independent auditor as
       expert arbitrator. Section 5.2 shall apply mutatis muntandis.


                                   SECTION 11
                      LIMITATION OF LIABILITIES/GUARANTORS


11.1   DE MINIMIS THRESHOLDS. No claim may be brought by the Buyer in regard to
       Section 7 of this Agreement unless (i) an individual claim exceeds DM
       250,000 (Deutsche Mark two hundred fifty thousand) and (ii) the aggregate
       claims exceed DM 1,000,000 (Deutsche Mark one million) ("De minimis
       Thresholds"). In the event that the Buyer's claims exceeds the De minimis
       Thresholds, only the amount of the claims actually exceeding the De
       minimis Thresholds may be recovered by the Buyer ["Freibetraege"]. The
       foregoing De minimis Threshold shall not apply to any claims regarding
       defects of ownership of the Shares pursuant to Section 7.3 and 7.4.

<PAGE>   47
                                                                              47



11.2   TOTAL CAP ON CLAIMS. The total liability the Seller may become subject to
       under this Agreement (except for the liability under the tax
       indemnification pursuant to Section 10.2) is limited to a total aggregate
       amount of DM 60,000,000 (Deutsche Mark sixty million) (the "TOTAL SELLER
       LIABILITY AMOUNT") provided that Wacker and Celanese shall jointly and
       severally act as Guarantors (as defined in Section 11.3 below) for such
       liability and

       (a)    in case of Wacker provided that (i) Wacker shall in no event be
              liable for more than DM 30,000,000 (50 %) of the Total Seller
              Liability Amount and (ii) the total liability of Wacker may become
              subject to under this Agreement (including, but not limited to,
              liabilities under the Wacker Environmental Liability Cap, but
              except for liabilities as Guarantor for the Seller's liability
              under the tax indemnification, if any) amounts to DM 120.000.000
              (Deutsche Mark one hundred and twenty million) (the"TOTAL WACKER
              LIABILITY AMOUNT");

       (b)    in case of Celanese provided that (i) Celanese shall in no event
              be liable for more than DM 30,000,000 (50 %) of the Total Seller
              Liability Amount and (ii) the total liability of Celanese may
              become subject to under this Agreement (including, but not limited
              to, liabilities under the Celanese Environmental Liability Cap,
              but except for liabilities as Guarantor for the Seller's liability
              under the tax indemnification, if any) amounts to DM 200.000.000
              (Deutsche Mark two hundred million) (the "TOTAL CELANESE LIABILITY
              AMOUNT")

       Any payment by the Seller or on behalf of the Seller under the Total
       Seller Liability Amount shall be credited 50 % to the total Wacker
       Liability Amount and 50% to the Total Celanese Liability Amount. For the
       purposes of this Section 11.2, the foregoing limitations shall not apply
       to any defects of ownership of the Shares pursuant to Section 7.3 and
       7.4.

11.3   GUARANTORS. Celanese and Wacker shall act as guarantors ["Buergen unter
       Verzicht der Einrede auf die Vorausklage"] (the "GUARANTORS") for the
       Seller and, subject to the caps on claims as set forth in Section 11.2,
       be jointly and severally liable for the performance of the obligations of
       the Seller under the Agreement, provided that the obligations of the
       Guarantors for the performance of the Seller's obligations are strictly
       accessory ["akzessorisch"], i.e. the extent of the principal obligations
       of the Seller determines the extent for which the Guarantors are
       responsible.


<PAGE>   48
                                                                              48



                                   SECTION 12
                         SURVIVAL OF CLAIMS AND REMEDIES


       12.1   EXPIRATION PERIOD. Except as otherwise provided for in this
              Agreement, all representations and warranties made in Section 7
              shall terminate and expire ["verjaehren"] (18) eighteen months
              after the date hereof.

       12.2   DEFECTS IN OWNERSHIP OF SHARES. Any claims brought in respect of
              representations and warranties regarding defects in the ownership
              of the Shares as set forth in Section 7.3 or 7.4 shall terminate
              and expire (5) five years after the date hereof.

       12.3   ENVIRONMENTAL INDEMNIFICATION. Any claims of the Buyer brought in
              respect of the indemnification from Environmental Liabilities
              against Wacker or Celanese pursuant to Section 10.1 shall
              terminate and expire (6) six months after the Environmental
              Liabilities become due within the meaning of Section 10.1 (a) last
              sentence and Section 10.1 (b) last sentence.

       12.4   TAX INDEMNIFICATION. Any claims of the Buyer under Section 10.2
              shall terminate and expire (6) six months after either the Buyer
              or any of the Companies, as the case may be, has received the
              final and binding tax assessment (including adjustment
              assessments) by any taxing authority of the relevant jurisdiction
              in respect of the Companies.

       12.5   INTERRUPTION. Upon receipt of written notice on a specific claim
              in writing by the Buyer vis-a-vis the Seller or the respective
              Indemnifier, as the case may, which details the alleged basis for
              such claim, the limitation period shall be interrupted
              ["unterbrochen"] with respect to such claims, always provided that
              the Buyer takes legal action ["Klage erheben"] within (3) three
              months after such notification.


                                   SECTION 13
           CONTINUING AGREEMENTS, CUSTOMER AND SUPPLIER RELATIONSHIPS,
                            INSURANCE, CHANGE OF NAME


       13.1   SERVICE AGREEMENTS. Wacker and the Company, at or prior to the
              Closing, shall enter into framework service agreements relating to
              certain services and the use of infrastructure ("media") at the
              company sites in Burghausen and Cologne-Merkenich as already
              negotiated between Wacker and the Company (subject to
              specification of further technical issues), which will amend the
              existing service agreement of 30 June


<PAGE>   49
                                                                              49



              1993 and shall continue to be in effect substantially at the terms
              and conditions as currently negotiated between the Company and
              Wacker (including fees and charges, subject, however, to increases
              which are caused by increases of salaries or third party costs)
              until 31 December 2002. The Seller and the Company shall further,
              at or prior to Closing, enter into agreements regarding the
              security at the sites in Burghausen and Cologne-Merkenich
              ["Standortsicherheitsvertraege"]. The Parties shall use their best
              endeavours that the parties to such agreements perform their
              obligations thereunder in accordance with their respective terms
              and conditions.


       13.2   SUPPLY AGREEMENTS. The Company and Vintron at or prior to the
              Closing Date shall enter into supply agreements regarding the
              supply of the Company with VCM and EDC in substantially the form
              as attached as SCHEDULE 13.2 as already been negotiated (the
              "SUPPLY AGREEMENTS"). The Parties are fully aware of the contents
              of the Supply Agreements and fully agree to their terms and
              conditions. The Parties hereby further agree that for the purpose
              of this Agreement and the determination of the Consolidated
              Audited EBITDA, irrespective whether the Supply Agreements are
              terminated or the terms and conditions of the Supply Agreements
              are amended prior to the relevant date, the current terms and
              conditions of the Supply Agreement shall be deemed as in full
              effect for the relevant time periods ending on 31 December 2000
              and 31 December 2001. Furthermore, in the event of a lack of
              supply with VCM Celanese Chemical Europe GmbH ("CELANESE
              CHEMICAL") under the Vintron-Transaction has undertaken to
              guarantee that Vintron will be provided with sufficient VCM up to
              155 kt from third parties or from Celanese Chemical in order to
              satisfy its obligations under the VC-Liefervertrag until 31
              December 2001 by undertaking to compensate Vintron i.a. as
              follows: In the event of lack of supply, Celanese Chemical has to
              pay a penalty to Vintron (which Vintron shall pay to Vinnolit in
              view of the existing VC-Liefervertrag between Vintron and
              Vinnolit) equal to the lost contribution margin of Vinnolit which
              is fixed between the parties at an amount of 450 DM/t VCM.

              The Parties agree that the aforementioned obligation of Celanese
              Chemical and the obligation of Vintron to pay the penalty to
              Vinnolit shall remain in full effect until 31 December 2001.

       13.3   CONTINUING AGREEMENTS. There are, and there will remain, a
              multitude of service and infrastructure relationships as well as
              supplier relationships between the Companies and the Seller and
              the Seller's Affiliates. The Buyer hereby agrees to cause the
              Companies to negotiate and enter into, on terms reasonably
              acceptable to

<PAGE>   50
                                                                              50


              the parties involved, additional service related agreements
              besides those referred to in Section 13.1 and this Section 13.3
              which are or may become necessary to enable the Companies to
              operate the Business and to enable the Seller and/or the Seller's
              Affiliates to provide efficient services to all site users.

       13.4   CHANGE OF NAME. Within (3) three months after the Closing Date,
              the Seller shall have changed its firm name ["Firma"] deleting any
              reference to "Vinnolit" and shall refrain from using or
              distributing any products, marketing materials, brochures or
              stationary or other materials containing or referring to the name
              or sign "Vinnolit". For the avoidance of doubt, the right of
              Wacker to distribute laquere resin products with the name and sign
              "Vinnol" pursuant to the technology and license agreement with the
              Company remains unaffected. The Buyer shall, and procure that the
              Companies shall, after the same period of time defined in sentence
              1 refrain from using or distributing any products or stationary
              containing or referring to the names or signs Wacker, Celanese or
              Hoechst. The Buyer shall not, and shall procure that the Companies
              shall not, without the prior written consent of Celanese or
              Wacker, as the case may be, use the name or signs of Wacker,
              Celanese or Hoechst in marketing materials and brochures. Wacker
              and Celanese give their consent to the use of the name Celanese
              for the mere description of the history of the Business in
              marketing materials, brochures and the like. The Buyer and the
              Companies shall in no event indicate that the Business belongs, to
              the Seller, Wacker, Hoechst AG or Celanese or any of their
              affiliates. The Buyer shall further in no event be entitled to
              use such names, signs and indications with respect to products
              which do not belong to the Business.

       13.5   HEREDITARY RIGHTS. Wacker hereby waives the condition provided for
              in Section 9 sentence 2 last sub-sentence of the hereditary
              building rights agreement of 28 June 1993 (deed.no.1565/1993 of
              the notary public Walter Singer) according to which the privilege
              of renewal ["Vorrecht auf Erneuerung"] pursuant to Section 31
              Erbbaurechtsverordnung only applies, if Wacker at the date of
              renewal holds, directly or indirectly, at least 25% of the shares
              in the Company, and Wacker and the Company shall amend the
              notarial deed accordingly no later than 10 business days after
              Closing.


<PAGE>   51
                                                                              51



                                   SECTION 14
                             COVENANT NOT TO COMPETE


       14.1   COVENANT NOT TO COMPETE. For a term of (2) two years after the
              date hereof, the Seller, Wacker, Celanese and their controlled
              subsidiaries within the sense of Section 17 of the German Stock
              Corporation Act shall not, unless otherwise provided in Section
              14.2 below, (i) engage in or carry out any business activities
              which represent competition to the Business nor (ii) acquire a
              controlling interest of more than 50% in the equity or in the
              voting rights, neither directly nor indirectly, in entities which
              compete with the Business, in each case on the relevant product
              and geographic markets on which the Companies have been active at
              the date hereof.

       14.2   EXEMPTIONS. The following activities are exempt from the
              restrictions set out in Section 14.1:

              (a)    the existing business activities of the Seller, Wacker,
                     Celanese and their controlled subsidiaries as presently
                     conducted, including but not limited to activities in the
                     development, production and distribution of the monomer
                     products hydrochloridacid, chlorine, caustic soda and
                     hydrogen and Wacker's activities in the development,
                     production, distribution and application of storage stable
                     dispersions or polymer powders or polymer blends or powders
                     with bonding properties, e.g. VINNEX LL 2321 or VINNEX LL
                     572, as well as the application and distribution of laquer
                     resins;

              (b)    acquiring an controlling interest in an entity, or any
                     assets thereof, which is not in the first place and not
                     mainly engaged in activities competing with the Business.
                     To the extent legally possible, the Seller, Wacker and
                     Celanese shall use their best efforts that in the event of
                     a sale of the PVC part of the acquired business such PVC
                     part of the acquired business shall be offered to the Buyer
                     prior to an offer to third parties.

              (c)    acquiring all or part of the assets of the chlorine
                     chemicals business at the facilities in Frankfurt am
                     Main-Hoechst, such business having been sold by Celanese
                     Chemicals Europe GmbH to L II Europe GmbH;

              (d)    any captive use of the Seller, Wacker, Celanese or their
                     controlled subsidiaries, i.e. production which is not sold
                     to third parties outside the group of affiliated
                     enterprises.


<PAGE>   52
                                                                              52



                                   SECTION 15
                         FURTHER COVENANTS OF THE BUYER


RELEASE FROM COLLATERAL. The Buyer shall procure that the Seller and the
Seller's Affiliates, as the case may be, are released from any collateral
provided by them to the benefit of any of the Companies as disclosed in SCHEDULE
15 and shall on the Seller's first demand indemnify the Seller and the
Affiliates, as the case may be, in respect of any and all claims resulting from
such collateral.


                                   SECTION 16
                CARTEL CLEARANCE, OTHER COVENANTS OF THE PARTIES


       16.1   CO-OPERATION REGARDING CARTEL AUTHORITIES. The Parties agree to
              co-operate fully with a view to obtaining unconditional clearance
              by the German Federal Cartel Office and/or the European
              Commission, whichever is required for the consummation of the
              transactions contemplated hereby, without delay. The Seller's
              counsel shall without undue delay, however, if possible, not later
              than (10) ten working days after the date hereof, prepare all
              files with regard to the application to the relevant cartel
              authorities, which shall be reviewed by the Seller. The charges of
              the respective cartel authorities are to be borne by the Buyer.
              The cost of the Seller's counsel are to be borne by the Seller and
              the cost of the Buyer's counsel are to be borne by the Buyer.


       16.2   PARTIES' EFFORTS TO CLOSE. The Seller and the Buyer undertake to
              use all reasonable efforts to ensure fulfilment and compliance
              with all the conditions and obligations as set forth in this
              Agreement and procure any necessary official authorisations as may
              be required to consummate the transactions contemplated hereby as
              soon as practicable as of the date hereof so as to secure Closing
              and full completion of all the transactions contemplated hereby at
              the earliest date possible.


                                   SECTION 17
                               GENERAL PROVISIONS


       17.1   NOTICES. All notices, requests, claims, demands and other
              communications hereunder shall be in writing and in the German or
              the English language and shall be given or made (and shall be
              deemed to have been duly given or made upon receipt) by

<PAGE>   53
                                                                              53



              delivery in person, by telefax or by registered mail
              ["Einschreiben mit Rueckschein"] to the respective Parties at the
              following addresses:


              (a)    if to the Seller:

                     to Wacker and Celanese

              (b)    if to Wacker:

                     Wacker Chemie GmbH Hanns-Seidel-Platz 4 Telecopy: +49 / 89
                     62 79 - 17 52 Attention: General Counsel Mr. Christian
                     Bronisch

                     with a copy to

                     Haarmann, Hemmelrath & Partner Maximilianstr. 35 80335
                     Muenchen Telecopy: +49/89 21 636 - 133 Attention: Mr.
                     Thomas Pauls

              (c)    if to Celanese:


                     Celanese AG Frankfurter Strasse 111 61476  Kronberg/Taunus
                     Telecopy: +49/69 305 82731 Attention: General Counsel

                     with a copy to

                     Hengeler Mueller Weitzel Wirtz Trinkausstrasse 7 40213
                     Duesseldorf Telecopy: + 49/ 211-132641 Attention: Mr.
                     Rainer Krause



<PAGE>   54
                                                                              54



              (d)    if to the Buyer:

                     Vinnolit GmbH & Co. KG Carl-Zeiss-Ring 25 85737 Ismaning
                     Telecopy: + 49/8996103-119 Attention: Managing Director
                     ["Geschaeftsfuehrer"]

                     with copies to:

                     c/o Advent International Corporation 75 State Street
                     Boston, MA 02109 USA Telecopy: 001 / 617 951 - 0571
                     Attention: Mrs. Janet Hennessy or Mr. Tom Lauer

                     and to

                     Baker & McKenzie Doeser Amereller Noack Bethmannstr. 50-54
                     60311 Frankfurt/Main Telecopy: +49 / 69 299 08 - 108
                     Attention: Dr. Joerg Kirchner and Mr. Christian Brodersen

              A change in the person or address of the aforementioned addressees
              shall become effective for the other Party only (1) one month
              after having been informed on such change by written notice.

       17.2   PUBLIC ANNOUNCEMENTS. No Party to this Agreement shall make, or
              cause to be made, any press releases or public announcements in
              respect of this Agreement or the transactions contemplated hereby
              or otherwise communicate with any news media without prior
              notification to, and consultation with, the other Party, and the
              Parties shall co-operate as to the timing and contents of any such
              announcement.

       17.3   HEADINGS. The descriptive headings contained in this Agreement are
              for convenience of reference only and shall not affect in any way
              the meaning or interpretation of this Agreement.

<PAGE>   55
                                                                              55


17.4   GERMAN TERMS. The terms set forth in this Agreement in German language
       shall take precedence over corresponding English terminology, if any, in
       interpreting the contents of the pertinent contractual provision and be
       interpreted in accordance with the meaning of that German term under
       German law and as would be customary in German language contracts.

17.5   COSTS. Except as otherwise specified in the Agreement, all costs and
       expenses, including, without limitation, fees and disbursements of
       counsel, financial advisors and accountants, incurred in connection with
       the Agreement and the transactions contemplated hereunder shall be paid
       by the Party incurring such costs and expenses. Any and all notary public
       fees and costs and expenses with regard to the execution and performance
       of the Agreement and the transactions contemplated hereunder shall be
       borne by the Buyer.

17.6   ENTIRE AGREEMENT. The Agreement together with any documents referred to
       herein or incidental to the Agreement constitutes the entire Agreement
       between the parties hereto and replaces and supersedes any agreements or
       arrangements made previously in regard to the subject matter hereof.

17.7   AMENDMENTS. Any amendments, authorisations or variations of the
       Agreement, including this Section 17.7, require written form (unless
       notarisation is required) in order to be valid and effective.

17.8   SEVERABILITY. If any term or other provision of the Agreement is invalid,
       illegal or incapable of being enforced by any rule of law or public
       policy, all other conditions and provisions of the Agreement shall
       nevertheless remain in full force and effect so long as the economic or
       legal substance of the transactions contemplated hereby is not affected
       in any manner materially adverse to any Party. Upon such determination
       that any term or other provision is invalid, illegal or incapable of
       being enforced, the Parties hereto shall negotiate in good faith to
       modify the Agreement so as to effect the original intent of the Parties
       as closely as possible in an acceptable manner in order that the
       transactions contemplated hereby are consummated as originally
       contemplated to the greatest extent possible.

17.9   GOVERNING LAW, PLACE OF VENUE. The validity, performance and enforcement
       of the Agreement shall be governed by German law. Exclusive place of
       venue ["Ausschliesslicher Gerichtsstand"] shall be, at the claimant's
       choice Munich or Frankfurt am Main.



<PAGE>   56
                                                                              56



IN WITNESS THEREOF this Notarial Deed including the Schedules hereto and their
Exhibits

       with the exception of certain balance sheets and other financial
       statements, lists of items, titles, rights and obligations contained in
       Schedules 5.2, 7.16, 7.17 and 9.2, in respect of which the persons
       appearing waived the right to have them read aloud and which instead have
       been presented to the persons appearing, were acknowledged, approved and
       signed on each page by the persons appearing, and

       with the further exception of Schedule 5.1, the documents attached after
       the first page of Schedule 7.5 and the rental agreement Vinnolit/DBV in
       Schedule 7.17, which are attached for identification purposes only and
       the content of which does not form part of the Notarial Deed,

has been read aloud to the persons appearing and was confirmed and approved by
the persons appearing. The persons appearing then signed this Deed. All this was
done at the day herebelow written in the presence of me, the Notary Public, who
also signed this Deed and affixed my official Seal.

Basel, this 19th (nineteenth) day of May 2000 (two thousand)