DATED o        2001





                            DENISON INTERNATIONAL plc




                                       and




                                 ING BARINGS LLC




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                          CONTINGENT PURCHASE CONTRACT
                       FOR THE PURCHASE OF UP TO 1,056,395
                          SHARES OF US$0.01 EACH IN THE
                      CAPITAL OF DENISON INTERNATIONAL plc

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<PAGE>


THIS AGREEMENT is made on                    , 2001


BETWEEN:

(1)  DENISON INTERNATIONAL plc (registered number 2798239) whose registered
     office is at Masters House, 107 Hammersmith Road, London W14 OQH (the
     "Company"); and

(2)  ING BARINGS LLC whose US offices are located at 55 E. 52nd Street, New
     York, NY 10055 (the "Vendor")

WHEREAS:

(A)  The Company is a public company limited by shares having an authorized
     share capital of (pound)57,000 divided into 7,125 "A" Ordinary Shares of
     (pound)8 each ("Ordinary Shares") and US$150,000 divided into 15,000,000
     Ordinary Shares of US$0.01 each ("$ Shares") of which 7,015 Ordinary Shares
     and 10,563,950 $ Shares have been issued fully paid or credited as fully
     paid.

(B)  Pursuant to and in accordance with the terms of the Amended and Restated
     Restricted Deposit Agreement dated 4th August 1997 between inter alia the
     Company and Bankers Trust Company, a bank organized under the laws of the
     State of New York (the "Deposit Agreement" and "Depositary" respectively),
     the 10,563,950 issued $ Shares (such shares being referred to in the
     Deposit Agreement as "Restricted American Depositary Shares ("ADS's")) are
     held by the Depositary in the form of share warrants to bearer, the
     beneficial ownership of which being evidenced by the issue by the
     Depositary of American Depositary Receipts ("ADR's") on the basis of one
     ADR for every one ADS held.

(C)  Subject to the conditions in clause 1 below, the Company wishes to
     purchase, and the Vendor wishes to sell up to 1,056,395 of such $
         Shares on the terms and conditions set out below.

(D)  The Company is authorized to purchase its own shares pursuant to article 11
     of the Company's articles of association.

(E)  A copy of this agreement has been available for inspection by the members
     of the Company at its registered office for not less than 15 days ending
     with 22nd May, 2001 and was similarly available at the annual general
     meeting of the Company held on that date at which the terms of this
     agreement were authorized by special resolution of the Company in
     accordance with section 164 of the Companies Act 1985 (the "Act").

(F)  The consideration for the purchase of any of the $ Shares is proposed to be
     provided out of the distributable profits of the Company.



<PAGE>


IT IS AGREED as follows:

1.   Conditions Precedent

     Each sale and purchase of any of the $ Shares is conditional on:

     (a)  the Company having notified the Vendor at any time prior to 31st
          October, 2002 by one or more notices (in the form set out in Appendix
          1) that it wishes to purchase up to a specified number of $ Shares and
          the price or the range of prices and a maximum price at or within
          which the Vendor shall acquire the ADRs representing such shares; and
          following receipt by the Vendor of any notice pursuant to paragraph
          (a) above, the Vendor having notified the Company at any time prior to
          7th November, 2002 by one or more

     (b)  notices (in the form set out in Appendix 2) ("Vendor's Notice") that
          it has acquired a specified number of ADRs (the "Sale ADRs") in
          accordance with paragraph (a) above and that pursuant to and in
          accordance with the relevant provisions of the Deposit Agreement, such
          ADRs have been surrendered to the Depositary and that the Vendor is
          the holder of share warrants to bearer in respect of a specified
          number of $ Shares (the "Sale Shares").

2.   Sale and Purchase

          Subject to the satisfaction of the conditions in clause l, the Vendor
          shall sell, and the Company shall purchase, the Sale Shares at an
          aggregate price, payable in cash in US dollars, equal to the aggregate
          of (i) the consideration paid by the Vendor for the Sale ADRs and (ii)
          a commission equivalent markup of US[ ] per share and (iii) a
          conversion fee of US[ ] per share (together, the "Purchase Price").

3.   Warranties and Covenants

     (1)  The Vendor warrants that as at completion of each purchase of Sale
          Shares (as referred to in clause 4 below) it will be the beneficial
          owner of the number of Sale Shares specified in the relevant Vendor's
          Notice and that such Sale Shares will be free from any lien, charge or
          encumbrance.

     (2)  The Vendor covenants that all purchases of Sale ADRs by it hereunder
          shall be made in accordance with all applicable US securities laws,
          including but not limited to Rule 10b-18 under the US Securities
          Exchange Act of 1934, as amended (the "Exchange Act") and Regulation M
          under the Exchange Act.

     (3)  Each party warrants to the other that this Agreement has been duly
          authorized, executed and delivered by such Party, and constitutes the
          legal, valid and binding obligation of such Party, enforceable against
          it in accordance with its terms.


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<PAGE>


4.   Completion

     (1)  Completion of each sale and purchase of the Sale Shares shall be
          effected on the business day next following receipt by the Company of
          the relevant Vendor's Notice, at a place to be agreed between the
          Company and the Vendor, by:

          (a)  the Vendor delivering to the Company the share warrants to bearer
               representing the Sale Shares referred to in the Vendor's Notice;
               and

          (b)  the Company paying to the Vendor the Purchase Price.

     (2)  As soon as is reasonably practicable after completion the Company
          shall (if applicable) alter its register of members so as to show that
          the relevant Sale Shares have been cancelled in accordance with
          section 160(4) of the Act.

5.   Costs

     Each of the Company and the Vendor shall bear all professional costs and
     charges relating to this agreement respectively incurred by them and the
     Company shall also pay all stamp duties falling due in respect of the
     completion of the purchase of the Sale Shares in accordance with this
     agreement.

6.   Service of Notices

     Any notice to be served under this agreement shall be validly served if
     delivered or if sent by first class post, recorded delivery post or
     facsimile process if addressed to the Company at its US Executive Offices
     located at 14249 Industrial Parkway, Marysville, Ohio 43040, Attention:
     Chief Financial Officer (facsimile number 937-644-0827) or, if addressed to
     the vendor to ING Barings LLC at 55 E. 52nd Street, New York, NY 10005,
     attention Michael C. Walters, Managing Director (facsimile number
     212-409-5059), with a copy to Ralph Martinez, Director (facsimile number
     404-364-5255). Any notice shall be deemed to have been served:

     (a)  if delivered, at the time of delivery;

     (b)  if posted, on the third business day after it was put in the post; or

     (c)  if sent by facsimile process at the expiration of two hours after the
          time of dispatch.

7.   Termination

     This agreement shall terminate on 7th November, 2002 (the "Termination
     Date") as from which date neither of the parties will have any rights,
     liabilities or obligations under this agreement save in respect of any
     Vendor's Notice received or deemed received by the Company prior to the
     Termination Date.


                                       3

<PAGE>


8.   General

     (1)  The headings in this agreement are for convenience only and shall not
          affect its construction.

     (2)  This agreement is governed by and shall be construed in accordance
          with the laws of England and Wales.

AS WITNESS the hands of the duly authorized representatives of the parties on
the date, which appears first on page 1.



SIGNED by         o
for and on behalf of
DENISON INTERNATIONAL plc



SIGNED by         o
for and on behalf of
ING BARINGS LLC


                                       4

<PAGE>


                                   APPENDIX 1

To:        o



Pursuant to clause 1(a) of the Contingent Purchase Contract made between us and
dated 2001 (the "Contract"), we hereby notify you that:

1.   We wish to purchase up to [ ] $ Shares as defined in, and on the terms and
     subject to the conditions of, the Contract;

2.   [Wording to be inserted re: Rule 10b-18 of US Securities Exchange Act of
     1934]; and

3.   The maximum price which you may purchase ADRs representing $ Shares shall
     be US$[ ] per ADR.



Dated:



Signed:
        ------------------------------
        A duly authorized director
        for and on behalf of
        Denison International plc


                                       5

<PAGE>


                                   APPENDIX 2



To:  The Directors
     Denison International plc
     Masters House
     107 Hammersmith Road
     London W14 0QH
     England



Pursuant to clause 1(b) of the Contingent Purchase Contract made between us and
dated 2001 (the "Contract"), we hereby notify you as follows:

1.   We have acquired [ ] ADRs representing [ ] Sale Shares, as defined in the
     Contract at a price or prices and on the dates specified below.

     Date(s) ADR(s)     Price paid     No. of ADRs     Total purchase price
     Purchased          per ADR $      purchased
     [            ]     [        ]     [         ]     [                  ]

2.   Pursuant to and in accordance with the relevant provisions of the Deposit
     Agreement (as so defined) we have surrendered the above-mentioned ADRs to
     the Depositary and that we are the holder of a share warrant to bearer in
     respect of [ ] $ Shares.



Dated:



Signed:
        ------------------------------
        A duly authorized director
        for and on behalf of  o


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