<PAGE>










                                EXHIBIT (10)(a)
<PAGE>
                                                               EXECUTION VERSION


                                                                   Exhibit 10(a)



                            STOCK PURCHASE AGREEMENT



                                  BY AND AMONG



                            CMS OIL AND GAS COMPANY,



                            CMS ENTERPRISES COMPANY,



                          MARATHON E.G. HOLDING LIMITED



                                       AND



                              MARATHON OIL COMPANY





                                OCTOBER 31, 2001
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page

<S>                                                                         <C>
                                    ARTICLE I
                      DEFINITIONS AND RULES OF CONSTRUCTION

1.01  DEFINITIONS..............................................................1
1.02  CONSTRUCTION.............................................................8

                                   ARTICLE II
                                PURCHASE AND SALE

2.01  TRANSFER OF SHARES.......................................................8
2.02  PURCHASE PRICE...........................................................8
2.03  ESTIMATE OF WORKING CAPITAL..............................................9
2.04  WORKING CAPITAL AND INVENTORY ADJUSTMENTS................................9
2.05  SETTLEMENT STATEMENT.....................................................9
2.06  ADDITIONAL PURCHASE PRICE ADJUSTMENTS...................................11

                                   ARTICLE III
                                     CLOSING

3.01  TIME AND PLACE OF CLOSING...............................................11
3.02  DELIVERIES BY SELLER....................................................12
3.03  DELIVERIES BY BUYER.....................................................12

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF SELLER

4.01  EXISTENCE AND QUALIFICATION.............................................13
4.02  AUTHORITY, APPROVAL AND ENFORCEABILITY..................................13
4.03  CAPITALIZATION OF THE COMPANIES.........................................13
4.04  NO CONFLICTS............................................................14
4.05  FINANCIAL INFORMATION...................................................15
4.06  MATERIAL CONTRACTS......................................................15
4.07  ABSENCE OF CERTAIN CHANGES..............................................18
4.08  EMPLOYEES...............................................................18
4.09  INSURANCE...............................................................18
4.10  LITIGATION..............................................................19
4.11  LIABILITY FOR BROKERS' FEES.............................................19
4.12  COMPLIANCE WITH LAWS....................................................19
4.13  CONSENTS AND PREFERENTIAL PURCHASE RIGHTS...............................19
4.14  TAXES...................................................................19
4.15  BANK ACCOUNTS...........................................................20
4.16  INTELLECTUAL PROPERTY...................................................21
4.17  DATA ROOM AND INFORMATION...............................................21
</TABLE>

                                      -i-
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<TABLE>
<S>                                                                        <C>
                                    ARTICLE V
              REPRESENTATIONS AND WARRANTIES OF BUYER AND MARATHON

5.01  EXISTENCE AND QUALIFICATION.............................................21
5.02  AUTHORITY, APPROVAL AND ENFORCEABILITY..................................21
5.03  NO CONFLICTS............................................................22
5.04  INVESTMENT..............................................................22
5.05  FINANCIAL CAPACITY......................................................22
5.06  LIABILITY FOR BROKERS' FEES.............................................22
5.07  NO KNOWLEDGE OF SELLER'S BREACH.........................................22

                                   ARTICLE VI
                          COVENANTS OF SELLER AND BUYER

6.01  ACCESS..................................................................23
6.02  OPERATION OF BUSINESS...................................................23
6.03  REASONABLE EFFORTS......................................................25
6.04  PRESS RELEASES..........................................................25
6.05  INSURANCE...............................................................26
6.06  SATISFACTION OF SELLER'S CONDITIONS.....................................26
6.07  BREACH NOTICE...........................................................26
6.08  BALANCE SHEET ADJUSTMENTS AND OTHER PRE-CLOSING TRANSFERS...............26
6.09  CONSENTS AND PREFERENTIAL RIGHTS........................................26
6.10  PRESERVATION OF BOOKS AND RECORDS; ACCESS...............................26
6.11  FURTHER ASSURANCES......................................................27
6.12  CASUALTY LOSS...........................................................27
6.13  CHANGE OF NAME..........................................................27
6.14  NO SOLICITATION OF EMPLOYEES............................................27
6.15  ASSIGNMENT OF CONTRACTS.................................................27
6.16  BANK ACCOUNTS...........................................................27
6.17  TREATMENT OF CERTAIN CLAIMS.............................................27
6.18  NOTICES.................................................................28
6.19  HSR FILING..............................................................28
6.20  JOA ELECTION............................................................28

                                   ARTICLE VII
                                   TAX MATTERS

7.01  PREPARATION AND FILING OF TAX RETURNS...................................29
7.02  ACCESS TO INFORMATION...................................................30
7.03  INDEMNIFICATION BY SELLER...............................................31
7.04  BUYER TAX INDEMNIFICATION...............................................31
7.05  TAX INDEMNIFICATION PROCEDURES..........................................31
7.06  CONFLICT................................................................32
7.07  MUTUAL COOPERATION......................................................32
7.08  SURVIVAL................................................................33
7.09  WITHHOLDING.............................................................33

                                  ARTICLE VIII
                               CLOSING CONDITIONS

8.01  CONDITIONS TO OBLIGATIONS OF SELLER.....................................33
</TABLE>

                                      -ii-
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<TABLE>
<S>                                                                        <C>
8.02  CONDITIONS TO OBLIGATIONS OF BUYER......................................34

                                   ARTICLE IX
                                   TERMINATION

9.01  TERMINATION.............................................................36
9.02  EFFECT OF TERMINATION...................................................36

                                    ARTICLE X
             INDEMNIFICATION; SCOPE OF REPRESENTATIONS; LIMITATIONS

10.01 INDEMNIFICATION.........................................................37
10.02 INDEMNIFICATION PROCEDURES..............................................39
10.03 ARBITRATION.............................................................40
10.04 EXCLUSIVE REMEDY........................................................40
10.05 INDEPENDENT INVESTIGATION...............................................40
10.06 SCOPE OF REPRESENTATIONS................................................41

                                   ARTICLE XI
                                  MISCELLANEOUS

11.01 CONFIDENTIALITY.........................................................41
11.02 BROKERS.................................................................41
11.03 EXPENSES................................................................42
11.04 NOTICES.................................................................42
11.05 GOVERNING LAW...........................................................43
11.06 WAIVER OF JURY TRIAL....................................................43
11.07 ENTIRE AGREEMENT; AMENDMENTS AND WAIVERS................................43
11.08 BINDING EFFECT AND ASSIGNMENT...........................................44
11.09 SEVERABILITY............................................................44
11.10 HEADINGS AND SCHEDULES..................................................44
11.11 SURVIVAL OF REPRESENTATIONS.............................................44
11.12 TIME OF THE ESSENCE.....................................................44
11.13 COUNTERPARTS; FACSIMILE.................................................44
11.14 NO THIRD PARTY BENEFICIARIES............................................44
</TABLE>

                                      -iii-
<PAGE>
                                    SCHEDULES
<TABLE>
<S>           <C>
1.01(a)        -   Knowledge Persons of Buyer
1.01(b)        -   Knowledge Persons of Seller
2.02           -   Designated Account
2.03(a)        -   Form of Estimate of Working Capital and M&S Book Value as of
                   December 31, 2001
2.03(b)        -   Estimate of the Adjusted Purchase Price as of December 31,
                   2001
2.03(c)        -   Estimate of Working Capital as of September 30, 2001
2.05           -   Settlement Statement
3.02           -   Summary of Indicative Terms and Conditions of the Transition
                   Services Agreement
4.03           -   Capitalization
4.05           -   Financial Statements
4.06(a)(i)     -   Material Contracts
4.06(a)(ii)    -   Pending Material Contracts
4.06(b)        -   Directors, Officers and Powers of Attorney
4.06(d)        -   Matters Relating to Material Contracts
4.06(e)        -   Matters Relating to Alba PSC and Block D PSC
4.06(f)        -   Matters Relating to Alba Plant
4.08           -   Employees
4.09           -   Policies of Insurance
4.10           -   Claims and Litigation
4.12           -   Compliance with Laws
4.13           -   Consents and Preferential Purchase Rights
4.14           -   Tax Matters
4.14(j)        -   IRS Form 8832 Filings for Companies and Alba Companies
4.15           -   Bank Accounts
6.01           -   Other Contracts
6.02           -   Operation of Business
6.15(a)        -   Form of Assignment and Assumption Agreement
6.15(b)        -   Agreements to be Assigned
8.01(e)(i)     -   Legal Opinion of Buyer's Counsel
8.01(e)(ii)    -   Legal Opinion of Marathon's Counsel
8.01(g)        -   Certain Approvals (Seller's Closing Conditions)
8.02(c)        -   Form of Resignation
8.02(f)(i)     -   Legal Opinion of Seller's Cayman Islands' Counsel
8.02(f)(ii)    -   Legal Opinion of Seller's Counsel
8.02(f)(iii)   -   Legal Opinion of Enterprises' Counsel
8.02(g)        -   Certain Approvals (Buyer's Closing Conditions)
</TABLE>

                                      -iv-
<PAGE>
                            STOCK PURCHASE AGREEMENT

         This Stock Purchase Agreement (this "AGREEMENT"), executed as of
October 31, 2001 (the "EXECUTION DATE"), is by and among CMS Oil and Gas
Company, a Michigan corporation ("SELLER"), CMS Enterprises Company, a Michigan
corporation ("ENTERPRISES"), Marathon E.G. Holding Limited, a company formed
under the laws of the Cayman Islands ("BUYER") and Marathon Oil Company, an Ohio
corporation ("MARATHON"). Seller and Buyer shall be referred to herein each as a
"PARTY" and collectively as the "PARTIES."

                                    RECITALS

         A. Seller is the owner of all of the issued and outstanding share
capital of CMS Oil and Gas (International) Ltd., a company formed under the laws
of the Cayman Islands ("CMS INTERNATIONAL"). CMS International is the owner of
all of the issued and outstanding share capital of CMS Oil and Gas (Alba) LDC,
an exempted limited duration company limited by shares formed under the laws of
the Cayman Islands ("CMS ALBA"), CMS Oil and Gas (E.G.) LDC, an exempted limited
duration company limited by shares formed under the laws of the Cayman Islands
("CMS EG LDC") and CMS Oil and Gas (E.G.) LTD, an exempted company limited by
shares formed under the laws of the Cayman Islands ("CMS EG LTD.", together with
CMS Alba and CMS EG LDC, the "COMPANIES").

         B. Buyer desires to purchase, and Seller desires to sell to Buyer, or
cause the sale by CMS International to Buyer of, all of the outstanding share
capital of the Companies, upon the terms and subject to the conditions contained
herein.

         NOW, THEREFORE, in consideration of the premises, agreements and
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Buyer
agree, upon the terms and subject to the conditions contained herein, as
follows:

                                   ARTICLE I
                      DEFINITIONS AND RULES OF CONSTRUCTION

         1.01 Definitions. Capitalized terms used herein shall have the meaning
ascribed to them in this Article I unless such terms are defined elsewhere in
this Agreement.

         "ACTUAL CLOSING INVENTORY VALUE" shall have the meaning ascribed to
such term in Section 2.05(c).

         "ACTUAL WORKING CAPITAL AMOUNT" shall have the meaning ascribed to such
term in Section 2.05(g).

         "ADJUSTED PURCHASE PRICE" shall have the meaning ascribed to such term
in Section 2.02.

         "AFFILIATE" shall mean, with respect to any Person, any other Person
controlling, controlled by or under common control with such Person. The term
"control" as used in the preceding sentence means, with respect to a
corporation, the right to exercise, directly or indirectly, 50% or more of the
voting rights attributable to the shares of the controlled corporation, or with
respect to any Person
<PAGE>
other than a corporation, the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of such Person.
The Companies and the Alba Companies shall not be considered Affiliates of Buyer
(or any of its Affiliates) or Seller (or any of its Affiliates), and neither
Buyer (nor its Affiliates) nor Seller (nor its Affiliates) shall be considered
Affiliates of any of the Companies or the Alba Companies.

         "AGREEMENT" shall have the meaning ascribed to such term in the
preamble.

         "ALBA ASSOCIATES" shall mean Alba Associates LLC, an exempted company
formed with limited liability under the laws of the Cayman Islands.

         "ALBA ASSOCIATES LLC AGREEMENT" shall mean that certain Alba Associates
Members Agreement dated January 22, 1996, by and among Alba Associates, CMS
NOMECO Alba LDC, an exempted limited duration company limited by shares
organized under the laws of the Cayman Islands, CMS NOMECO E.G. LDC, an exempted
limited duration company limited by shares organized under the laws of the
Cayman Islands, Moe Oil & Gas Ltd., a corporation organized under the laws of
the Cayman Islands, Globex Offshore Ltd., a corporation organized under the laws
of the Cayman Islands, Samedan LPG, a corporation organized under the laws of
the Cayman Islands and HG Exploration Cayman L.L.C., an exempted limited
liability company limited by shares organized under the laws of the Cayman
Islands.

         "ALBA COMPANIES" shall mean Alba Associates and Alba Plant LLC.

         "ALBA JOA" shall mean the Operating Agreement made and entered into as
of May 27, 1992 by and between Walter International Equatorial Guinea, Inc., a
Texas corporation; Walter Oil & Gas Corporation, a Texas corporation; General
Atlantic Equatorial Guinea Ltd., a Bermuda corporation; Globex International, a
Wyoming company; Moe Oil & Gas Ltd., a Cayman Islands corporation; Nomeco
Equatorial Guinea Oil & Gas Co., a Michigan company; and Samedan of North
Africa, Inc., a Delaware corporation, as amended.

         "ALBA PLANT" shall have the meaning ascribed to such term in Section
4.06(f).

         "ALBA PLANT LLC" shall mean Alba Plant LLC, an exempted company formed
with limited liability under the laws of the Cayman Islands.

         "ALBA PLANT LLC AGREEMENT" shall mean that certain Alba Plant Members
Agreement dated January 22, 1996, by and among Alba Associates, Guinea
Equatorial Oil & Gas Marketing Ltd., a corporation organized under the laws of
the Republic of Equatorial Guinea, and Alba Plant LLC.

         "ALBA PSC" shall mean the Production Sharing Contract (Alba), effective
May 2, 1990, by and between The Ministry of Mines and Hydrocarbons of the
Republic of Equatorial Guinea and Walter International Equatorial Guinea, Inc.,
a Texas corporation, as amended.

         "APPROVAL" shall mean an authorization, consent, approval or waiver of,
clearance by, required notice to or registration or filing with, a Governmental
Authority or Person and the expiration or termination of all prescribed waiting
or review periods with respect to any of the foregoing.


                                      -2-
<PAGE>
         "BASE PURCHASE PRICE" shall have the meaning ascribed to such term in
Section 2.02.

         "BLOCK D JOA" shall mean the Joint Operating Agreement (Block D) dated
January 1, 1996 by and between UMC Equatorial Guinea Corporation, a Delaware
corporation, and Yukong Limited, a company incorporated under the laws of the
Republic of Korea, as amended.

         "BLOCK D PSC" shall mean the Production Sharing Contract for Block D
dated effective April 17, 1995 by and between the Republic of Equatorial Guinea
and UMC Equatorial Guinea Corporation, a Delaware corporation, as amended.

         "BLOCK D RIGHTS OF FIRST REFUSAL" shall have the meaning ascribed to
such term in Section 2.06(a).

         "BREACH NOTICE" shall have the meaning ascribed to such term in Section
6.07.

         "BUSINESS" shall mean the business and operations of the Companies and
the Alba Companies.

         "BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a
United States federal or Texas state banking holiday.

         "BUYER" shall have the meaning ascribed to such term in the preamble.

         "BUYER INDEMNIFIED PARTIES" shall mean Buyer, its Affiliates and their
respective directors, officers, employees, agents and representatives.

         "CLAIM NOTICE" shall have the meaning ascribed to such term in Section
10.01(b)(ii).

         "CLOSING" shall have the meaning ascribed to such term in Section 3.01.

         "CLOSING DATE" shall have the meaning ascribed to such term in Section
3.01.

         "CMS ALBA" shall have the meaning ascribed to such term in Recital A.

         "CMS ALBA ASSOCIATES SHARES" shall have the meaning ascribed to such
term in Section 4.03(b).

         "CMS ALBA PLANT SHARES" shall have the meaning ascribed to such term in
Section 4.03(c).

         "CMS EG LDC" shall have the meaning ascribed to such term in Recital A.

         "CMS EG LTD." shall have the meaning ascribed to such term in Recital
A.

         "CMS INTERNATIONAL" shall have the meaning ascribed to such term in the
Recital A.

         "CODE" shall mean the Internal Revenue Code of 1986, and the applicable
Treasury Regulations thereunder.

         "COMPANIES" shall have the meaning ascribed to such term in Recital A.


                                      -3-
<PAGE>
         "CONFIDENTIALITY AGREEMENT" shall have the meaning ascribed to such
term in Section 11.01.

         "CREDITORS' RIGHTS" shall have the meaning ascribed to such term in
Section 4.02.

         "DATA ROOM" shall mean the data rooms located at the offices of Randall
& Dewey, Inc. and Seller in Houston, Texas, prepared by Seller to assist Persons
interested in acquiring the Companies with an evaluation of the Companies.

         "DEDUCTIBLE" shall have the meaning ascribed to such term in Section
10.01(b)(iv).

         "DESIGNATED ACCOUNT" shall have the meaning ascribed to such term in
Section 2.02.

         "DOLLARS," "US$" or "$" shall mean the lawful currency of the United
States of America.

         "DUE DILIGENCE PERIOD" shall have the meaning ascribed to such term in
Section 6.01.

         "ENTERPRISES" shall have the meaning ascribed to such term in the
preamble.

         "ENVIRONMENTAL LAW" shall mean any Law issued, promulgated or entered
into by any Governmental Authority of the Republic of Equatorial Guinea relating
to the environment or preservation or reclamation of natural resources.

         "ESTIMATED CLOSING INVENTORY VALUE" shall have the meaning ascribed to
such term in Section 2.04(b).

         "EXECUTION DATE" shall have the meaning ascribed to such term in the
preamble.

         "FINANCIAL STATEMENTS" shall have the meaning ascribed to such term in
Section 4.05.

         "GAAP" shall mean generally accepted accounting principles in effect in
the United States of America.

         "GOVERNMENTAL AUTHORITY" means any government, governmental agency,
authority, entity or instrumentality or any court thereof.

         "HOUSING PROJECT" shall mean a project for the design, fabrication,
construction and installation of 50 homes and one recreational facility,
including related utilities and infrastructure, on a site of approximately 40
acres located in the city of Malabo on Bioko Island in the Republic of
Equatorial Guinea.

         "HSR ACT" shall mean the U.S. Hart-Scott-Rodino Antitrust Improvements
Act of 1976.

         "INDEMNIFIED LOSSES" shall mean any and all Losses reduced by the
amount of any Tax benefit actually realized and by the amount of any insurance
proceeds actually recovered from any Person that is not an Affiliate of any
Person entitled to indemnification hereunder, but only to the extent that the
Person entitled to indemnification did not negligently or intentionally take
actions that materially exacerbated such Losses; provided that Indemnified
Losses shall not include any


                                      -4-
<PAGE>
Losses attributable to matters for which an adjustment to the Base Purchase
Price has been made pursuant to Section 2.04 or 2.05.

         "INDEMNIFIED PARTY" shall have the meaning ascribed to such term in
Section 10.02.

         "INDEMNIFYING PARTY" shall have the meaning ascribed to such term in
Section 10.02.

         "INTELLECTUAL PROPERTY" shall mean all trademarks, service marks, trade
names, patents, trade secrets and copyrights, used by any of the Companies or
the Alba Companies that, in each case, is material to the Business.

         "INTERCOMPANY AGREEMENTS" shall have the meaning ascribed to such term
in Section 4.06(a)(x).

         "KNOWLEDGE" shall mean the actual knowledge of the persons listed in
Schedule 1.01(a), in the case of Buyer, and those listed on Schedule 1.01(b), in
the case of Seller; provided, however, that such persons shall be assumed to
have actual knowledge of items if there is persuasive evidence that such persons
must have had knowledge by virtue of their respective roles and functions.

         "LAW" shall mean any constitution, statute, code, regulation, rule,
injunction, judgment, order, decree, ruling (including any agreement with a
Governmental Authority having the force of law), charge or other restriction of
any applicable Governmental Authority.

         "LPG" shall mean liquefied petroleum gas.

         "LOSSES" shall mean all losses, costs, and expenses, including
attorneys' fees and expenses; provided, however, for the avoidance of doubt,
that any Losses suffered (a) by Alba Associates shall only constitute Losses of
the Companies to the extent of the Companies' percentage ownership of the
outstanding equity of Alba Associates or (b) by Alba Plant LLC shall only
constitute Losses of the Companies to the extent of the Companies' percentage
ownership of the outstanding equity of Alba Associates multiplied by Alba
Associates' percentage ownership of the outstanding equity of Alba Plant LLC.

         "M&S BOOK VALUE" shall have the meaning ascribed to such term in
Section 2.03.

         "M&S FAIR MARKET VALUE" shall have the meaning ascribed to such term in
Section 2.05(b)).

         "MARATHON" shall have the meaning ascribed to such term in the
preamble.

         "MATERIAL ADVERSE EFFECT" shall mean an adverse effect on the business,
financial condition or assets of the Companies that results in Losses to Buyer
or the Companies of $2,000,000 or more, excluding any adverse effect to the
extent the same is reflected in the Settlement Statement and excluding matters
(such as, without limitation, decreases in the prices received by the Companies
for natural gas, natural gas liquids, crude oil, condensate or other natural
resources produced) that are general, regional, industry-wide or economy-wide
developments and excluding political events and conditions; provided, however,
for the avoidance of doubt, that the Companies shall only be deemed to suffer
Losses as a result of adverse effects on (a) Alba Associates to the extent of
the Companies' percentage ownership of the outstanding equity of Alba Associates
or (b) Alba Plant LLC to the


                                      -5-
<PAGE>
extent of the Companies' percentage ownership of the outstanding equity of Alba
Associates multiplied by Alba Associates' percentage ownership of the
outstanding equity of Alba Plant LLC.

         "MATERIAL CONTRACTS" shall have the meaning ascribed to such term in
Section 4.06(a).

         "MEASUREMENT DATE" shall have the meaning ascribed to such term in
Section 2.03.

         "NOTICE" shall have the meaning ascribed to such term in Section 11.04.

         "NOTICE PERIOD" shall have the meaning ascribed to such term in Section
10.02.

         "OTHER CONTRACTS" shall have the meaning ascribed to such term in
Section 6.01(d).

         "PARTY" or "PARTIES" shall have the meaning ascribed to such term in
the preamble.

         "PENDING MATERIAL CONTRACTS" shall have the meaning ascribed to such
term in Section 4.06(a).

         "PERMITTED ENCUMBRANCES" shall mean (i) the terms and conditions of the
Material Contracts, the Pending Material Contracts and the Other Contracts, (ii)
matters disclosed in any Schedule to this Agreement, (iii) sales contracts
terminable without penalty upon no more than 30 days' notice to the purchaser of
production; (iv) materialman's, mechanic's, repairman's, employee's,
contractor's, operator's, tax, and other similar liens or charges arising in the
ordinary course of business for obligations that are not yet due; (v) easements,
rights-of-way, servitudes, permits, surface leases and other rights of third
parties in respect of surface operations, to the extent the same do not have a
Material Adverse Effect on any of the Alba PSC, the Block D PSC, the Housing
Project or the Alba Plant; (vi) rights reserved to or vested in a Governmental
Authority having jurisdiction to control or regulate the Alba PSC, the Block D
PSC, the Housing Project or the Alba Plant in any manner whatsoever, and all
Laws of such Governmental Authorities; and (vii) any other matters that do not
materially interfere with the ownership, operation, value or use of the Alba
PSC, the Block D PSC, the Housing Project or the Alba Plant and that would not
be considered material when applying general standards in the international oil
and gas industry.

         "PERSON" shall mean an individual, partnership, corporation,
joint-venture, trust, estate, unincorporated organization or association or
other legal entity.

         "PRELIMINARY WORKING CAPITAL AMOUNT" shall have the meaning ascribed to
such term in Section 2.03.

         "REASONABLE EFFORTS" shall mean the taking by a Party of such action as
would be in accordance with reasonable commercial practices as applied to the
particular matter in question; provided, however, that such action shall not
include the incurrence of unreasonable expense.

         "RECORDS" shall mean and include all originals and copies (except where
the context indicates that only originals or copies are being referred to) of
minute books, tax records, agreements, documents, computer files and tapes,
maps, books, records, accounts and files of the Companies relating to the
Companies and the Business.


                                      -6-
<PAGE>
         "SCHEDULE" shall mean any schedule attached to and made a part of this
Agreement.

         "SECOND REQUEST" shall have the meaning ascribed to such term in
Section 6.19.

         "SELLER" shall have the meaning ascribed to such term in the preamble.

         "SELLER INDEMNIFIED PARTIES" shall mean Seller, its Affiliates and
their respective directors, officers, employees, agents and representatives.

         "SETTLEMENT STATEMENT" shall have the meaning ascribed to such term in
Section 2.05(c).

         "SHARES" shall have the meaning ascribed to such term in Section
4.03(a).

         "TAX" or "TAXES" shall mean any federal, state, local or foreign
income, gross receipts, license, payroll, employment, excise, severance,
premium, windfall profits, environmental, customs duties, capital stock, capital
gain, petroleum profits, value added, franchise, profits, withholding, social
security (or similar), unemployment, disability, real property, personal
property, sales, use, transfer, registration, minimum, alternative or add-on
minimum, estimated or other tax of any kind whatsoever, including any interest,
penalty or addition thereto, whether disputed or not.

         "TAX CLAIM" shall mean any Losses arising out of a breach of the
representations and warranties in Section 4.14 or any of the provisions of
Article VII.

         "TAX INDEMNIFIED PARTY" shall have the meaning ascribed to such term in
Section 7.05.

         "TAX INDEMNIFYING PARTY" shall have the meaning ascribed to such term
in Section 7.05.

         "TAX ITEMS" shall have the meaning ascribed to such term in Section
4.14(a).

         "TAX RETURN" shall have the meaning ascribed to such term in Section
4.14.

         "TAX SETTLEMENT AGREEMENT" shall have the meaning ascribed to such term
in Section 8.01(f).

         THIRD PARTY CLAIM" shall mean any claim, action or proceeding made or
brought by any Person who or that is not a Party or an Affiliate of the Party
seeking indemnification.

         "TRANSFER TAXES" shall mean all transfer, sales, use, stamp,
registration or other similar Taxes or fees resulting from the transactions
contemplated by this Agreement.

         "TRANSITION SERVICES AGREEMENT" shall have the meaning ascribed to such
term in Section 3.02.

         "UNCOLLECTED ACCOUNTS RECEIVABLE" shall have the meaning ascribed to
such term in Section 2.05(d).

         "WORKING CAPITAL" shall mean the combined total current assets of the
Companies, excluding (a) condensate and LPG inventory and (b) materials and
supplies inventory, less combined total


                                      -7-
<PAGE>
current liabilities as defined by GAAP; provided, however, that prepaid Taxes of
the Companies shall not be included as an asset or a liability in Working
Capital.

         1.02  Construction.

               (a) All article, section, subsection, schedule and exhibit
         references used in this Agreement are to articles, sections,
         subsections, schedules and exhibits to this Agreement unless otherwise
         specified.

               (b) The schedules and exhibits attached to this Agreement
         constitute a part of this Agreement and are incorporated herein for all
         purposes.

               (c) Unless the context of this Agreement clearly requires
         otherwise (i) the singular shall include the plural and the plural
         shall include the singular wherever and as often as may be appropriate,
         (ii) the words "includes" or "including" shall mean "including without
         limitation," (iii) the words "hereof," "hereby," "herein," "hereunder"
         and similar terms in this Agreement shall refer to this Agreement as a
         whole and not any particular section or article in which such words
         appear and (iv) any reference to a statute, regulation or law shall
         include any amendment thereof or any successor thereto and any rules
         and regulations promulgated thereunder.

               (d) Currency amounts referenced herein, unless otherwise
         specified, are in United States Dollars.

               (e) Whenever this Agreement refers to a number of days, such
         number shall refer to calendar days unless Business Days are specified.

               (f) All accounting terms used herein and not expressly defined
         herein shall have the meanings given to them under GAAP. References to
         GAAP herein shall refer to such principles in effect in the United
         States of America as of the date of the statement to which such phrase
         refers.

                                   ARTICLE II
                                PURCHASE AND SALE

         2.01  Transfer of Shares. Upon the terms and subject to the conditions
of this Agreement, at the Closing, Buyer agrees to purchase the Shares and to
deliver payment for such Shares as provided in Section 2.02, and Seller agrees
to sell, assign and deliver, or cause CMS International to sell, assign and
deliver, the Shares to Buyer, subject to the receipt of payment for such Shares
as provided in Section 2.02.

         2.02  Purchase Price. The consideration to be paid by Buyer to Seller
at Closing for the Shares shall be seven hundred twenty-one million, seven
hundred fifty thousand dollars (US$721,750,000) (the "BASE PURCHASE PRICE"), as
adjusted by the Preliminary Working Capital Amount and the Estimated Closing
Inventory Value according to Section 2.04, the adjustments described in Section
2.06 (the Base Purchase Price, as adjusted, shall be referred to herein as the
"ADJUSTED PURCHASE PRICE") and, if Closing occurs after January 3, 2002,
interest on the Adjusted


                                      -8-
<PAGE>
Purchase Price, from and including January 3, 2002 up to but excluding the
Closing Date, calculated at a per annum interest rate of 5%. The Adjusted
Purchase Price (plus interest due thereon, if any) shall be paid by Buyer at
Closing by wire transfer of immediately available funds to the account specified
on Schedule 2.02 (the "DESIGNATED ACCOUNT").

         2.03  Estimate of Working Capital. Seller shall deliver to Buyer (a) no
later than five Business Days prior to the Closing Date a statement setting
forth Seller's reasonable estimate of the Working Capital as of 7:01 a.m.
Equatorial Guinea time on January 1, 2002 (the "MEASUREMENT DATE") in the format
set forth in Schedule 2.03(a) (the "PRELIMINARY WORKING CAPITAL AMOUNT") and (b)
one day prior to the Closing Date a statement setting forth Seller's reasonable
estimate, in the format set forth in Schedule 2.03(b), of the Adjusted Purchase
Price (plus interest due thereon, if any). Also attached as Schedule 2.03(c),
for illustrative purposes only, is a completed statement setting forth Working
Capital as of September 30, 2001. The statements delivered pursuant to the first
sentence of this Section 2.03 shall be accompanied by worksheets setting forth
in reasonable detail Seller's calculations used to estimate the Preliminary
Working Capital Amount and shall also state and show the calculation in
reasonable detail of the Estimated Closing Inventory Value (including the book
value of all materials and supplies of the Companies and the Alba Companies as
of the Measurement Date (the "M&S BOOK VALUE")). Seller shall provide Buyer with
reasonable access to the data used to prepare the Preliminary Working Capital
Amount and the worksheet.

         2.04  Working Capital and Inventory Adjustments.

               (a) If the Preliminary Working Capital Amount is positive, Buyer
         shall pay Seller, at the Closing, in addition to the Base Purchase
         Price, an amount equal to such Preliminary Working Capital Amount. If
         the Preliminary Working Capital Amount is negative, the Base Purchase
         Price payment by Buyer to Seller pursuant to Section 2.02 shall be
         reduced by the amount of such Preliminary Working Capital Amount.

               (b) In addition to the adjustments to the Base Purchase Price set
         forth elsewhere herein, the Base Purchase Price shall be increased by
         an amount equal to the sum (the "ESTIMATED CLOSING INVENTORY VALUE") of
         (i) the amounts of condensate and LPG in inventory (adjusted to account
         for the Companies' direct or indirect ownership of such inventory) on
         the Measurement Date, as determined pursuant to Section 2.05(a),
         multiplied by the lifting price per barrel of condensate and LPG, as
         applicable, paid for the last such liftings of condensate and LPG,
         respectively, prior to the Measurement Date and (ii) 80% of the M&S
         Book Value.

         2.05  Settlement Statement.

               (a) At 7:01 a.m. Equatorial Guinea time on January 1, 2002,
         Seller shall measure the amounts of condensate and LPG in inventory
         (adjusted to account for the Companies' direct or indirect ownership of
         such inventory) in accordance with prudent practices used in the
         international oil and gas industry, and Buyer shall be entitled to have
         a representative present at such measurement.

               (b) As soon as reasonably practicable, but in any event within 60
         days after the Closing Date, Buyer and Seller shall jointly perform an
         audit of the materials and supplies


                                      -9-
<PAGE>
         existing as of the Measurement Date of the Companies and the Alba
         Companies in accordance with prudent industry practices. The results of
         such audit shall be adjusted for any purchases, sales, uses, transfers
         or losses of materials and supplies since the Measurement Date, and the
         fair market value of such materials and supplies, as so adjusted (the
         "M&S FAIR MARKET VALUE"), shall be calculated based on (i) the
         condition of such materials and supplies and (ii) the purchase prices
         for such types of materials and supplies at the locations purchased as
         of the Measurement Date plus freight, customs charges, applicable taxes
         and inspection fees as would be applicable in order to deliver such
         materials and supplies to the Republic of Equatorial Guinea as of the
         Measurement Date.

               (c) Within 120 days following the Closing Date, Seller and Buyer
         shall jointly prepare a statement (the "SETTLEMENT STATEMENT") in the
         format set forth in Schedule 2.05, which shall provide (i) the Base
         Purchase Price, (ii) actual Working Capital as of the Measurement Date
         based on actual revenues earned and obligations incurred up to and
         including the Measurement Date, subject to the adjustments in Section
         2.05(d), (iii) the sum (the "ACTUAL CLOSING INVENTORY VALUE") of (x)
         the amounts of condensate and LPG in inventory (adjusted to account for
         the Companies' direct or indirect ownership of such inventory) as
         calculated pursuant to Section 2.05(a) multiplied by the lifting price
         per barrel of condensate and LPG, as applicable, paid for the first
         such liftings of condensate and LPG, respectively, after the
         Measurement Date, plus (y) the M&S Fair Market Value, (iv) the
         Uncollected Accounts Receivable, (v) any additional adjustments
         pursuant to Section 2.06 and (vi) interest due on the Adjusted Purchase
         Price due pursuant to Section 2.02, if any.

               (d) Except for accounts or notes receivable created as a result
         of advances to APEGESA On-Offshore Services or nationals of the
         Republic of Equatorial Guinea providing services, directly or
         indirectly, to the Companies, any accounts or notes receivable as of
         the Measurement Date that have not been collected as of the date of the
         Settlement Statement (the "UNCOLLECTED ACCOUNTS RECEIVABLE") shall be
         deemed to have zero value and will not be included in the Settlement
         Statement; provided, however, that, in such event, Buyer shall (i)
         assign, or shall cause the Companies to assign, to Seller or Seller's
         designee, all rights and remedies available to Buyer or the Companies
         with respect to the Uncollected Accounts Receivable in a form
         reasonably acceptable to Seller, (ii) cooperate, and shall cause the
         Companies to cooperate, in all reasonable collection efforts by Seller
         or Seller's designee with respect to the Uncollected Accounts
         Receivable and (iii) promptly transmit, or cause the Companies to
         promptly transmit, to Seller any proceeds Buyer or the Companies
         receive with respect to the Uncollected Accounts Receivable.

               (e) If Buyer and Seller shall be unable to agree on the
         Settlement Statement within 120 days after the Closing Date, the public
         accounting firm of Ernst & Young, or such other nationally recognized
         public accounting firm as is mutually acceptable to Buyer and Seller,
         shall be engaged to make its determination of any amounts in dispute
         (and only such amounts). Each Party shall bear and pay one-half of the
         fees and other costs charged by such accounting firm.

               (f) If any accounting firm is engaged as provided in Section
         2.05(e), Seller and Buyer agree to provide such accounting firm with a
         detailed statement itemizing any amounts in dispute and all books,
         Records and other information relevant to the


                                      -10-
<PAGE>
         determination of the amounts in dispute. Each Party shall also be
         permitted to provide expert testimony to such accounting firm
         supporting such Party's positions, and such accounting firm shall take
         such testimony into consideration. Such accounting firm shall be
         instructed to use a materiality standard as such firm may determine to
         be reasonable under the circumstances, in light of the cost to be
         incurred and the amounts at issue. Such accounting firm shall be
         instructed to make such calculations as soon as practicable. The final
         determination of any of the aforesaid disputed items pursuant to this
         Section 2.05(f) shall be binding on the Parties.

               (g) If the sum of the actual Working Capital as of the
         Measurement Date, as agreed by the Parties or determined by the
         aforementioned accounting firm (the "ACTUAL WORKING CAPITAL AMOUNT"),
         and the Actual Closing Inventory Value (as agreed by the Parties or
         determined by the aforementioned accounting firm) differs from the sum
         of the Preliminary Working Capital Amount and the Estimated Closing
         Inventory Value, then Buyer shall pay Seller, or Seller shall pay
         Buyer, as the case may be, by wire transfer in immediately available
         funds, within five Business Days after final determination of the
         Actual Working Capital Amount and the Actual Closing Inventory Value,
         the sum of (i) such an amount as necessary to cause the net result of
         such payment (not including interest due under Section 2.05(g)(ii)),
         the Preliminary Working Capital Amount (whether positive or negative)
         and the Estimated Closing Inventory Value to equal the sum of the
         Actual Working Capital Amount and the Actual Closing Inventory Value
         and interest on such amount at a rate of 8% per annum, compounded
         monthly, from the Measurement Date to the date of payment.

         2.06  Additional Purchase Price Adjustments.

               (a) If the rights of first refusal described in item 1 of
         Schedule 4.13 (the "BLOCK D RIGHTS OF FIRST REFUSAL") are exercised,
         then the total amount otherwise payable by Buyer under Section 2.02
         shall be reduced by the amount of $10 million.

               (b) The total amount otherwise payable by Buyer under Section
         2.02 shall be increased by the amount of any contributions by Seller or
         Seller's Affiliates to the capital of the Companies on or after the
         Measurement Date through the Closing Date.

                                  ARTICLE III
                                     CLOSING

         3.01  Time and Place of Closing. Subject to fulfillment or waiver of
the conditions precedent specified in Sections 8.01 and 8.02, the consummation
of the transactions contemplated by this Agreement (the "CLOSING") shall take
place at the offices of Vinson & Elkins L.L.P., 1001 Fannin, Houston, Texas
commencing at 8:00 a.m. local time (a) on January 3, 2002 (provided, however,
that such date shall be extended through and including, but no later than, April
2, 2002 (i) if the Parties have complied with their obligations hereunder but
Approval under the HSR Act has not yet been received, until receipt of such
Approval or (ii) for any period of time that Seller is attempting to cure a
breach in accordance with the provisions of Section 6.07 or for any period that
the respective Affiliates of Seller are attempting to cure a breach under the
Share Purchase Agreement by and among CMS Methanol Company, Enterprises,
Marathon E.G. Methanol Limited


                                      -11-
<PAGE>
and Marathon dated October 31, 2001 or under the Purchase and Sale Agreement by
and between CMS Gas Transmission Company and Marathon dated October 31, 2001),
or (b) on such other date as Buyer and Seller may mutually agree in writing. The
date upon which the Closing occurs shall be referred to herein as the "CLOSING
DATE."

         3.02  Deliveries by Seller.

               (a) Delivery of Documents. At the Closing, Seller shall deliver
         to Buyer:

                    (i) With respect to the Shares, stock certificates
               representing such Shares, accompanied by (A) copies of duly
               executed share transfer forms for each Company, (B) copies of
               duly executed resolutions of the Board of Directors of each
               Company approving the transfer of the Shares, and (C) copies of
               each Company's share register reflecting the transfer of the
               Shares to Buyer;

                    (ii) An executed copy of a transition services agreement
               based on the term sheet attached as Schedule 3.02 (the
               "TRANSITION SERVICES AGREEMENT"); and

                    (iii) All other documents, instruments and writings
               required to be delivered by Seller at the Closing pursuant to the
               terms of this Agreement.

               (b) Delivery of Records. On the Closing Date (or as soon
         thereafter as practicable in the case of Records other than the minute
         books and stock record books), Seller shall deliver or cause to be
         delivered to Buyer minute books and stock record books of the Companies
         and all Records to the extent same are not already in the possession of
         the Companies, subject to the following provisions:

                    (i) Seller may retain the originals of all Records that
               contain information relating to the Companies but principally
               relate to Seller or its Affiliates (with Buyer to receive copies
               thereof), and Seller may retain copies of all Records that
               contain information relating to Seller or its Affiliates but
               principally relate to the Companies;

                    (ii) Seller may retain all Records prepared in connection
               with the sale of the Shares or the assets of the Companies or the
               Alba Companies, including offers received from prospective
               purchasers of the Shares or such assets and any information
               relating to such offers, and need not deliver to Buyer or grant
               Buyer access to any such Records; and

                    (iii) Seller may retain (with Buyer to receive copies
               thereof) all consolidating and consolidated financial information
               and all other accounting Records prepared or used in connection
               with (A) the preparation of financial statements of the Companies
               and (B) the preparation and filing of any Tax Returns.

         3.03  Deliveries by Buyer. At the Closing, Buyer shall deliver to
Seller:

               (a) The Adjusted Purchase Price (plus any interest due thereon
         under Section 2.02), no later than 1:00 p.m., Houston time, on the
         Closing Date, by wire transfer of immediately available funds to the
         Designated Account;


                                      -12-
<PAGE>
               (b) An executed copy of the Transition Services Agreement; and

               (c) All other documents, instruments and writings required to be
         delivered by Buyer at the Closing pursuant to the terms of this
         Agreement.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller represents and warrants to Buyer as of the date hereof as
follows:

         4.01  Existence and Qualification. Each of Seller, Enterprises, CMS
International, the Companies and the Alba Companies is a corporation or company
duly organized and validly existing under the laws of the jurisdiction of its
organization. Each of Seller, Enterprises, CMS International, the Companies and
the Alba Companies is duly authorized to conduct business and is in good
standing under the laws of each jurisdiction where such qualification is
required, except where the lack of such qualification would not have a Material
Adverse Effect. Each of Enterprises, CMS International, the Companies and the
Alba Companies has all requisite power and authority to own, operate and lease
its properties and to carry on the Business as presently conducted by it. Copies
of all of the minute books, including all minutes, consents and other records of
actions taken by the stockholders or shareholders and directors (including any
committee thereof) of the Companies and the Alba Companies, and copies of the
stock or share records of the Companies and the Alba Companies, have been made
available to Buyer for its inspection.

         4.02  Authority, Approval and Enforceability. Each of Seller and
Enterprises has all requisite corporate power and authority to execute and
deliver this Agreement and to perform its obligations under this Agreement. The
execution and delivery of this Agreement by each of Seller and Enterprises and
the performance of the transactions contemplated hereby by each of Seller and
Enterprises have been duly and validly approved by the boards of directors of
Seller and Enterprises and by all other corporate action, if any, necessary on
behalf of Seller or Enterprises. As of the Closing Date, the resolutions of the
boards of directors of the Companies approving the transfer of their respective
Shares at the Closing shall have been duly and validly adopted by each such
board of directors. This Agreement has been duly executed and delivered on
behalf of each of Seller and Enterprises and constitutes the legal, valid and
binding obligation of each of Seller and Enterprises, enforceable against each
in accordance with its terms, subject to applicable bankruptcy, insolvency or
other similar laws relating to or affecting the enforcement of creditors' rights
generally and to general principles of equity ("CREDITORS' RIGHTS"). At the
Closing all documents required hereunder to be executed and delivered by Seller
will have been duly authorized, executed and delivered by Seller and will
constitute legal, valid and binding obligations of Seller, enforceable in
accordance with their terms, subject to Creditors' Rights.

         4.03  Capitalization of the Companies.

               (a) CMS International owns beneficially and of record the shares
         of share capital of the Companies set forth in Schedule 4.03 (the
         "SHARES"). The Shares represent all of the issued and outstanding share
         capital of the Companies. All of the Shares are duly authorized,
         validly issued, fully paid and nonassessable. Except as set forth in
         Schedule 4.03, (i) the Shares are free and clear of all mortgages,
         pledges, security interests, liens or


                                      -13-
<PAGE>
         encumbrances of any kind and are not subject to any agreements or
         understandings among any Persons with respect to the voting or transfer
         thereof, and (ii) there are no outstanding subscriptions, options,
         convertible securities, warrants, calls or other securities granting
         rights to purchase or otherwise acquire any securities of the Companies
         or any commitments or agreements of any character obligating Seller or
         the Companies to issue or transfer any such securities.

               (b) CMS Alba owns beneficially and of record 19.08334% of the
         issued and outstanding shares of Alba Associates. CMS EG LDC owns of
         record 23.45834% of the issued and outstanding shares of Alba
         Associates and beneficial ownership of such shares is owned as provided
         in Schedule 4.03. CMS EG LTD owns beneficially and of record 11.45833%
         of the issued and outstanding shares of Alba Associates. Except as
         otherwise set forth in the Alba Associates LLC Agreement, the shares of
         Alba Associates owned by CMS Alba, CMS EG LDC and CMS EG LTD
         (collectively, the "CMS ALBA ASSOCIATES SHARES") are duly authorized,
         validly issued, fully paid and nonassessable. Except as otherwise
         provided in the Alba Associates LLC Agreement or as set forth in
         Schedule 4.03, (i) the CMS Alba Associates Shares are free and clear of
         all mortgages, pledges, security interests, liens or encumbrances of
         any kind and are not subject to any agreements or understandings among
         any Persons with respect to the voting or transfer thereof and (ii)
         there are no outstanding subscriptions, options, convertible
         securities, warrants, calls or other securities granting rights to
         purchase or otherwise acquire any of the CMS Alba Associates Shares or
         any commitments or agreements of any character obligating Alba
         Associates to issue or transfer any such securities.

               (c) Alba Associates owns beneficially and of record 80% of the
         issued and outstanding shares of Alba Plant LLC (the "CMS ALBA PLANT
         SHARES"). Except as otherwise set forth in the Alba Plant LLC
         Agreement, the CMS Alba Plant Shares are duly authorized, validly
         issued, fully paid and nonassessable. Except as otherwise provided in
         the Alba Plant LLC Agreement or as set forth in Schedule 4.03, (i) the
         CMS Alba Plant Shares are free and clear of all mortgages, pledges,
         security interests, liens or encumbrances of any kind and are not
         subject to any agreements or understandings among any Persons with
         respect to the voting or transfer thereof and (ii) there are no
         outstanding subscriptions, options, convertible securities, warrants,
         calls or other securities granting rights to purchase or otherwise
         acquire any of the CMS Alba Plant Shares or any commitments or
         agreements of any character obligating Alba Plant LLC to issue or
         transfer any such securities.

         4.04  No Conflicts. Except as provided in Schedule 4.13, neither the
execution and delivery of this Agreement nor the consummation of the
transactions contemplated herein will:

               (a) conflict with or result in a breach, default or violation of
         the articles of incorporation or other governing documents of Seller,
         Enterprises, CMS International, any of the Companies or any of the Alba
         Companies;

               (b) conflict with or result in a breach, default or violation of,
         any material agreement, document, instrument, judgment, decree, order,
         governmental permit, certificate or license to which Seller,
         Enterprises, CMS International, any of the Companies or any of the Alba
         Companies is a party or is subject that would have a Material Adverse
         Effect; or


                                      -14-
<PAGE>
               (c) result in the creation of any lien, charge or other
         encumbrance upon any of the properties or assets of any of Enterprises,
         CMS International, the Companies or any of the Alba Companies that
         would have a Material Adverse Effect.

         4.05  Financial Information. Attached as Schedule 4.05 are the
combined, unaudited statements of assets and liabilities of the Companies for
the year ending December 31, 2000 and the nine month period ending September 30,
2001, and the related statements of revenues and direct operating costs and
statements of cash flows relating to revenues and direct operating costs for the
periods then ended (collectively, the "FINANCIAL STATEMENTS"). The Financial
Statements were prepared in accordance with GAAP (except as disclosed in the
notes to the Financial Statements) and fairly present, in all material respects,
the financial condition of the Companies, subject to normal, recurring year end
adjustments and the absence of explanatory footnote disclosures required by
GAAP, and except as set forth on Schedule 4.05.

         4.06  Material Contracts.

               (a) Except as listed on Schedule 4.06(a)(i) (collectively, the
         "MATERIAL CONTRACTS"), none of the Companies or the Alba Companies is a
         party to or bound by any lease, agreement or other contract of the type
         described below currently in effect (except for those entered into
         after the Execution Date and prior to the Closing in accordance with
         Section 6.02 and those to be assigned to the Companies or the Alba
         Companies prior to Closing in accordance with Section 6.15):

                   (i) any agreements whereby any of the Companies or the Alba
               Companies guarantees any material obligation of Seller, any of
               its Affiliates or any other Person;

                   (ii) any employment agreement between any of the Companies or
               the Alba Companies and any expatriates;

                   (iii) any agreement for capital expenditures or the
               acquisition or construction of fixed assets that requires future
               payments in excess of US $1,000,000 (or the equivalent in local
               currency);

                   (iv) any collective bargaining agreement with any labor
               union;

                   (v) any agreement granting to any Person a right of first
               refusal, option, subscription right or other preferential right
               to purchase or acquire any of the Shares;

                   (vi) agreements, indentures or other instruments relating to
               the borrowing, or the guarantee of any borrowing, by any of the
               Companies or the Alba Companies;

                   (vii) any agreement for the purchase or sale of natural gas,
               natural gas liquids, crude oil, condensate or associated products
               with a term of more than 90 days;

                   (viii) any agreement for the sale of any asset (other than
               sales of natural gas, natural gas liquids, crude oil, condensate
               or associated products in the ordinary


                                      -15-
<PAGE>
               course of business) of any of the Companies or the Alba Companies
               for more than US $2,000,000 (or the equivalent in local
               currency);

                   (ix) any agreement that constitutes a lease under which any
               of the Companies or the Alba Companies is the lessor or lessee of
               real or personal property which lease (A) cannot be terminated
               without penalty upon not more than 30 days notice and (B)
               involves an annual base rental in excess of US $1,000,000 (or the
               equivalent in local currency) or whereby a lease constitutes a
               capital lease for Tax or GAAP purposes;

                   (x) any agreement with Seller or its Affiliates relating to
               the provision of goods or services or the payment of funds or the
               advancing or borrowing of money (the "INTERCOMPANY AGREEMENTS");

                   (xi) any agency, consultancy or similar agreement requiring
               payment in excess of US $500,000 per annum (or the equivalent in
               local currency);

                   (xii) any agreement concerning a partnership or joint
               venture;

                   (xiii) any commodity futures agreement;

                   (xiv) any other agreement that (A) involves future payment by
               or to any of the Companies or the Alba Companies in excess of US
               $1,000,000 (or the equivalent in local currency) and (B) is not
               an agreement entered into in the ordinary course of owning,
               operating and developing oil and gas properties and marketing
               production therefrom;

                   (xv) any agreement granting or reserving a net profits
               interest, overriding royalty interest, production payment, an
               incentive compensation plan based on production, or similar
               burden on oil and gas production that reduces the proceeds of
               production that would otherwise be attributable to the Companies;

                   (xvi) any agreement pursuant to which the Companies have
               acquired or transferred ownership interests in oil and gas
               properties (including interests in production sharing contracts),
               transferred an interest in the Housing Project, or subjected
               interests in oil and gas properties or the Housing Project to any
               liens or judgments; or

                   (xvii) any agreement pursuant to which Alba Plant LLC has
               transferred an interest in the Alba Plant or subjected the Alba
               Plant to any liens or judgments.

               Attached as Schedule 4.06(a)(ii) is a listing of certain
         agreements (other than the assignments contemplated by Section 6.15)
         that, as of the Execution Date, have not been executed and are under
         negotiation (the "PENDING MATERIAL CONTRACTS"). Recent drafts of each
         Pending Material Contract have been provided to Buyer, and the draft
         date of each such draft so provided is listed on Schedule 4.06(a)(ii).


                                      -16-
<PAGE>
               (b) Schedule 4.06(b) sets forth the directors, officers and
         powers of attorney of or granted by each of the Companies.

               (c) True and complete copies of each Material Contract have been
         made available to Buyer; provided, however, that many of such documents
         are in the Spanish language and Seller makes no representations as to
         the accuracy or completeness of any English translations made available
         to Buyer.

               (d) To the Knowledge of Seller, except as set forth in Schedule
         4.06(d), (i) each of the Material Contracts is in full force and
         effect, except to the extent that the failure to be in full force and
         effect would not have a Material Adverse Effect and (ii) none of the
         Companies or the Alba Companies is in default with respect to any
         Material Contract other than exceptions to the foregoing that would not
         have a Material Adverse Effect.

               (e) Except as set forth in Schedule 4.06(e), (i) through the
         Execution Date, CMS EG LTD. has (x) been paid all amounts due to CMS EG
         LTD. under the Alba PSC and the Block D PSC in accordance with the
         percentage interests set forth in and the terms and conditions of the
         Alba PSC and the Block D PSC and the other Material Contracts, and (y)
         borne expenses in accordance with the percentage interests set forth in
         and terms and conditions of the Alba PSC and the Block D PSC and the
         other Material Contracts; (ii) to the Knowledge of Seller, except for
         matters that have been resolved prior to the Execution Date, the
         government of the Republic of Equatorial Guinea, as of the Execution
         Date, has not threatened modification or termination of either the Alba
         PSC or the Block D PSC, nor has it alleged any breaches of either such
         agreement, (iii) CMS EG LTD. has not transferred any interest in either
         the Alba PSC or the Block D PSC to any other party or subjected the
         Alba PSC or the Block D PSC to any liens or judgments (except for the
         Permitted Encumbrances), (iv) no "exclusive operations" or "sole risk
         projects" under Article 12 of the Alba JOA or under Article 7 of the
         Block D JOA have occurred, (v) except as reflected in the Material
         Contacts, CMS EG LTD. is not obligated to pay a share of any costs
         arising under either (x) the Alba PSC or the Alba JOA or (y) the Block
         D PSC or the Block D JOA, that is disproportionate to its respective
         percentage interests under the Alba PSC or Alba JOA or the Block D PSC
         or Block D JOA, as applicable, (vi) to the Knowledge of Seller, the
         Companies have acquired the rights required pursuant to applicable Law
         to construct and operate the Housing Project, (vii) to the Knowledge of
         Seller, the Government of the Republic of Equatorial Guinea, as of the
         Execution Date, has not threatened termination of any of the rights of
         the Companies with respect to the Housing Project and (viii) the
         Companies have not transferred any interest in the Housing Project to
         any other party or subjected the Housing Project to any liens or
         judgments (except Permitted Encumbrances and except for the Pending
         Material Contracts listed as item 9 on Schedule 4.06(a)(ii)).

               (f) Except as set forth in Schedule 4.06(f), (i) to the Knowledge
         of Seller, Alba Plant LLC has acquired the rights required pursuant to
         applicable Law to own and operate the Alba Plant in substantially the
         same manner in which it has been operated prior to the Execution Date,
         (ii) to the Knowledge of Seller, the government of the Republic of
         Equatorial Guinea, as of the Execution Date, has not threatened
         termination of any of the rights of the Alba Companies with respect to
         the LPG plant owned and operated by Alba Plant LLC (the "ALBA PLANT")
         and (iii) Alba Plant LLC has not transferred any interest in the


                                      -17-
<PAGE>
         Alba Plant to any other party or subjected the Alba Plant to any liens
         or judgments (except for Permitted Encumbrances).

         4.07  Absence of Certain Changes. Since the date of the September 30,
2001 Financial Statements, none of the Companies and the Alba Companies have:

               (a) transferred any of its assets, including any right under any
         lease or Material Contract or any proprietary right or other intangible
         asset, in each case having a value in excess of $1,000,000 except for
         fair consideration and in the ordinary course of business;

               (b) waived, released, canceled, settled or compromised any debt,
         claim or right having a value in excess of $1,000,000 in each case
         except in the ordinary course of business;

               (c) suffered (i) any damage, destruction or casualty of property
         if the anticipated cost to repair such property, after application of
         all insurance proceeds with respect thereto, exceeds $5,000,000 in the
         aggregate or (ii) any taking by condemnation or eminent domain of any
         of its property or assets having a historical cost or fair market value
         that exceeds $2,000,000;

               (d) conducted any of its affairs in a manner that is outside the
         ordinary course of business and inconsistent with its past practices
         except (i) for any event described in any of Sections 4.07(a) through
         (c) hereof (disregarding the applicable dollar thresholds in any of
         such sections), (ii) as otherwise contemplated in this Agreement or
         (iii) as results from announcement by Seller of its intention to sell
         the Companies;

               (e) changed any accounting methods or principles used in
         recording transactions on the books of any Company or any of the Alba
         Companies or in preparing the financial statements of any Company or
         any of the Alba Companies other than as required by GAAP; or

               (f) entered into any contract committing itself with respect to
         any of the foregoing.

         4.08  Employees. Except as set forth on Schedule 4.08, (a) the
Companies and the Alba Companies have no employees, and (b) the Companies and
the Alba Companies do not administer or sponsor any employee pension benefit
plan or employee welfare benefit plan. For the purposes of this Section 4.08, an
employee pension benefit plan includes any plan, fund or program providing
either retirement income to employees, former employees or their beneficiaries
or a deferral of income to employees, former employees or their beneficiaries
beyond termination of employment. Also, for purposes of this Section 4.08, an
employee welfare benefit plan includes any plan, fund or program providing
employees, former employees or their beneficiaries with health, sickness,
accident, disability, death, unemployment or other similar benefits.

         4.09  Insurance. Schedule 4.09 contains a list of all material policies
of property damage, liability and other forms of insurance (other than officer's
and director's liability policies) that cover occurrences as of, or claims made
on, the date hereof and maintained by any of the Companies, any


                                      -18-
<PAGE>
of the Alba Companies or by Seller or any Affiliate thereof to the extent
applicable to any of the Companies or the Alba Companies.

         4.10  Litigation. Except for (a) claims listed in Schedule 4.10, (b)
claims under worker's compensation and similar Laws, (c) routine claims for
employee benefits and (d) claims for money damages alone of less than US$500,000
(or the equivalent in local currency) in respect of any claim, there are no
lawsuits, claims, arbitrative, governmental investigations or other legal
proceedings pending or, to the Knowledge of Seller, threatened against any of
the Companies or any of the Alba Companies or otherwise relating to the conduct
of the Business that would have a Material Adverse Effect.

         4.11  Liability for Brokers' Fees. Buyer will not directly or
indirectly incur any liability or expense as a result of any undertakings or
agreements of Seller for brokerage fees, finder's fees, agent's commissions or
other similar forms of compensation in connection with this Agreement or any
agreement or transaction contemplated hereby.

         4.12  Compliance with Laws. Except as listed in Schedule 4.12, none of
the Companies or any of the Alba Companies has received any written notice of
any violation of any applicable Law other than such violations as would not have
a Material Adverse Effect. To the Knowledge of Seller, and except as would not
have a Material Adverse Effect, or as set forth in Schedule 4.12, (a) the
Companies and the Alba Companies are in compliance with all applicable Laws and
(b) none of the Companies or any of the Alba Companies has entered into or
agreed to any court decree or order or is subject to any judgment, decree or
order relating to compliance with any applicable Laws.

         4.13  Consents and Preferential Purchase Rights. Except as disclosed in
Schedule 4.13, (a) no consents are required to be obtained by Seller or any of
the Companies in connection with the transfer of the Shares to Buyer, and (b)
there are no preferential purchase rights applicable to the transfer of the
Shares to Buyer.

         4.14  Taxes. Except as set forth on Schedule 4.14 or as would not have
a Material Adverse Effect:

               (a) All returns, reports, and declarations of estimated tax with
         respect to any Tax which are required to be filed on or before the
         Closing Date by or with respect to the Companies or, to the Knowledge
         of Seller, the Alba Companies (the "TAX RETURNS") have been or will be
         duly and timely filed, all items of income, gain, loss, deduction,
         credit or other items ("TAX ITEMS") required to be included in each
         such Tax Return have been so included and all such Tax Items and any
         other information provided in each such Tax Return are true, correct,
         complete and in accordance with applicable Laws and all such Tax
         Returns reflect all liabilities for Taxes for the periods covered by
         such Tax Returns, all Taxes shown as due on each such Tax Return have
         been or will be timely paid in full, no penalty, interest or other
         charge is or will become due with respect to the late filing of any
         such Tax Return or late payment of any such Tax or any estimate related
         to such Tax, and all Tax withholding and deposit requirements imposed
         on or with regard to the Companies and the Alba Companies have been
         satisfied in full in all respects.


                                      -19-
<PAGE>
               (b) There is no investigation or other proceeding pending with
         respect to the Companies or the Alba Companies for any Tax in any
         jurisdiction where the Companies or the Alba Companies do not file Tax
         Returns.

               (c) There are no pending audits, assessments or claims for any
         Tax deficiency of the Companies or the Alba Companies. There are no
         pending claims for refund of any Tax for the Companies or the Alba
         Companies.

               (d) There are no outstanding agreements, rulings or requests for
         rulings applicable to any Tax that are, or if issued would be, binding
         upon the Companies or the Alba Companies for any post-Closing period.

               (e) The Companies or the Alba Companies do not have in force any
         waiver of any statute of limitations in respect of any Tax or any
         extension of time with respect to a Tax assessment or deficiency.

               (f) There are no liens for any Tax upon any of the assets of the
         Companies or the Alba Companies except for liens for Taxes not yet due.

               (g) Except as reflected on the Companies' or the Alba Companies'
         Tax Returns, there are no elections with respect to any Tax affecting
         the Companies or the Alba Companies.

               (h) Any Tax required to be withheld by the Companies or the Alba
         Companies and paid in connection with amounts paid or owing to any
         lender, creditor, employee, contractor, service provider or any other
         Person has in fact been withheld and paid in full and all Tax
         withholding, reporting and payment obligations have been complied with
         in accordance with applicable Law.

               (i) Neither the Companies nor the Alba Companies are parties to,
         bound by or have any obligation under any Tax sharing agreement, Tax
         indemnification agreement, or similar agreement.

               (j) The Companies are classified, and have been classified for
         more than 12 months prior to the date hereof, as disregarded entities
         separate from their respective owners pursuant to Treasury Regulation
         Section 301.7701-3. Alba Associates and Alba Plant LLC are classified
         as partnerships pursuant to Treasury Regulation Section 301.7701-3.
         Copies of Internal Revenue Service Forms 8832 filed by Seller with
         respect to the Companies and the Alba Companies are attached hereto as
         Schedule 4.14(j).

         4.15  Bank Accounts. Schedule 4.15 sets forth the name of each bank and
trust company with which each Company and Alba Company have an account, safe
deposit box or vault and the names of all Persons authorized to draw upon such
account or who have authorized access to any such safe deposit box or vault, and
Buyer acknowledges that Seller may cause these accounts to be closed prior to
Closing; provided the amounts therein are transferred to new accounts for the
applicable company established by Buyer.


                                      -20-
<PAGE>
         4.16  Intellectual Property. The Companies and the Alba Companies own,
or have the right or license to use, all Intellectual Property used by the
Companies or the Alba Companies in the Business and such rights shall not be
adversely affected by the transactions contemplated under this Agreement.

         4.17  Data Room and Information. To Seller's Knowledge and except for
(i) the Permitted Encumbrances (excluding item (i) of the definition of
Permitted Encumbrances) and (ii) matters disclosed in any Schedule to this
Agreement:

               (a) all material written data and material written information of
         CMS International, the Companies or the Alba Companies relating to the
         Companies, the Alba Companies or the Business in CMS International's,
         the Companies' or the Alba Companies' possession was contained in the
         Data Room or subsequently disclosed or made available to Buyer or
         Buyer's Affiliates (excluding any information described in Section
         3.02(b)(ii)); and

               (b) all written data and written information given to Buyer or
         Buyer's Affiliates in the Data Room or subsequently disclosed or made
         available by or on behalf of Seller concerning the Companies, the Alba
         Companies or the Business is believed by Seller (i) not to be
         misleading in any material respect, and (ii) to be accurate in all
         material respects when given and by reference to the facts existing at
         the time such information or data was created; provided that no
         representation or warranty is made or given as to the accuracy or
         completeness of any models, projections, opinions, interpretations,
         estimates or forecasts (whether contained in any third party document
         or otherwise) or any information or data contained in any of the
         foregoing.

                                   ARTICLE V
              REPRESENTATIONS AND WARRANTIES OF BUYER AND MARATHON

         Buyer and Marathon represent and warrant to Seller as of the date
hereof as follows:

         5.01  Existence and Qualification. Buyer is a company duly formed,
validly existing and in good standing under the laws of the Cayman Islands and
Marathon is a corporation duly incorporated, validly existing and in good
standing under the laws of Ohio. Each of Buyer and Marathon has all requisite
corporate power and authority to own, operate and lease its properties and to
carry on its business as presently conducted.

         5.02  Authority, Approval and Enforceability. Each of Buyer and
Marathon has all requisite power and authority to execute and deliver this
Agreement and to perform its obligations under this Agreement. The execution and
delivery of this Agreement by each of Buyer and Marathon and the performance of
the transactions contemplated hereby by each of Buyer and Marathon have been
duly and validly approved by the boards of directors of Buyer and Marathon and
by all other action, if any, necessary on behalf of Buyer or Marathon. This
Agreement has been duly executed and delivered on behalf of Buyer and Marathon
and constitutes the legal, valid and binding obligation of Buyer and Marathon
enforceable in accordance with its terms, subject to Creditors' Rights. At the
Closing, all documents required hereunder to be executed and delivered by Buyer
will have been duly authorized, executed and delivered by Buyer and will
constitute legal,


                                      -21-
<PAGE>
valid and binding obligations of Buyer, enforceable in accordance with their
terms, subject to Creditors' Rights.

         5.03  No Conflicts. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated herein will:

               (a) conflict with or result in a breach, default or violation of
         the articles of incorporation or other governing documents of Buyer or
         Marathon;

               (b) conflict with or result in a breach, default or violation of
         any material agreement, document, instrument, judgment, decree, order,
         governmental permit, certificate or license to which Buyer or Marathon
         is a party or is subject; or

               (c) require Buyer or Marathon to obtain or make any waiver,
         consent, action, approval clearance or authorization of, or
         registration, declaration or filing with, any Governmental Authority,
         except for filings under the HSR Act.

         5.04  Investment. Marathon is an accredited investor as defined in
Regulation D of the United States Securities Act of 1933 and is causing Buyer to
acquire the Shares for its own account, to be held by Buyer for investment and
not with a view to, or for offer or resale in connection with, a distribution
thereof within the meaning of the Securities Act of 1933 or a distribution
thereof in violation of any applicable securities laws. Each of Buyer and
Marathon, together with its respective directors, executive officers and
advisors, are familiar with investments of the nature of the Shares and the
Business, understand that this investment involves substantial risks, have
adequately investigated the Companies and the Business and have substantial
knowledge and experience in financial and business matters and the international
oil and gas industry such that they are capable of evaluating, and have
evaluated, the merits and risks inherent in purchasing the Shares and are able
to bear the economic risks of such investment.

         5.05  Financial Capacity. Marathon will cause Buyer to have cash on
hand or financing commitments that are sufficient to satisfy all of Buyer's
obligations under this Agreement to be performed at the Closing. Neither Buyer
nor Marathon is aware of any event or occurrence that would result in any of the
conditions to its right to funds under such financing commitments not to be
satisfied. Marathon will provide to Seller such documentation as Seller may
reasonably request to confirm Buyer's financial capacity.

         5.06  Liability for Brokers' Fees. Seller will not directly or
indirectly incur any liability or expense as a result of any undertakings or
agreements of Buyer or Marathon for brokerage fees, finder's fees, agent's
commissions or other similar forms of compensation in connection with this
Agreement or any agreement or transaction contemplated hereby.

         5.07  No Knowledge of Seller's Breach. As of the Execution Date,
neither Buyer nor Marathon has Knowledge of any breach by Seller of Seller's
representations and warranties or covenants hereunder.


                                      -22-
<PAGE>
                                   ARTICLE VI
                          COVENANTS OF SELLER AND BUYER

         6.01  Access.

               (a) During the period commencing with the Execution Date and
         ending at 5:00 p.m., local time, on November 30, 2001 (the "DUE
         DILIGENCE PERIOD"), Buyer shall have the right to conduct the
         investigation described in Section 6.01(b).

               (b) Upon reasonable notice from Buyer to Seller, Seller shall
         permit, and shall cause the Companies and the Alba Companies to permit,
         Buyer and its authorized employees, agents, accountants, legal counsel
         and other representatives to have reasonable access, at Buyer's sole
         expense, risk and cost, to the facilities, properties, personnel and
         Records of the Companies and the Alba Companies (including all title,
         land, geological, geophysical, seismic, engineering, production,
         product sales, personnel-related documents and financial records and
         data of the Companies and the Alba Companies) for the purpose of
         conducting an investigation of their financial condition, corporate
         status, business, properties and assets; provided however, that such
         investigation shall be conducted in a manner that does not interfere
         with normal operations of the Companies and the Alba Companies.

               (c) Prior to Closing, (i) Buyer will not contact any Governmental
         Authority of the Republic of Equatorial Guinea, or official thereof, or
         any employee of Seller, the Companies, the Alba Companies or any of
         their Affiliates, without, in each instance, first obtaining the
         approval of an authorized representative of Seller (not to be
         unreasonably withheld), and (ii) Seller will furnish, or cause the
         Companies or the Alba Companies to furnish, Buyer with such additional
         financial and operating data and other information pertaining to the
         Companies and the Alba Companies and their assets and operations as
         Buyer may reasonably request; provided however that nothing in this
         Agreement shall obligate Seller to take any action that would disrupt
         the normal course of its or any of its Affiliate's, or any of the
         Companies' or the Alba Companies', business or violate the terms of any
         applicable Law or agreement to which it or any of its Affiliates or any
         Company or either Alba Company is a party or to which it or any of its
         Affiliates, any Company, either Alba Company or any of their assets are
         subject; and provided further, that the confidentiality of any data or
         information to which Buyer is given access shall be maintained by Buyer
         and its representatives in accordance with Section 11.01.

               (d) Seller has made available to Buyer and Buyer shall review
         prior to Closing copies of all agreements listed on Schedule 6.01 (the
         "OTHER CONTRACTS").

               (e) After the expiration of the Due Diligence Period and until
         Closing or termination of this Agreement, Buyer shall continue to have
         the right to conduct the investigation described in Section 6.01(b) to
         the extent necessary for the purposes of preparing for an orderly
         transition of ownership of the Companies.

         6.02  Operation of Business.


                                      -23-
<PAGE>
               (a) Except (i) as set forth in Schedule 6.02 or as otherwise
         contemplated in this Agreement, (ii) as otherwise consented to by Buyer
         in writing (which consent will not be unreasonably delayed, withheld or
         conditioned), (iii) as provided for in the Material Contracts, (iv) for
         the negotiation and execution of any Pending Material Contract
         (provided such Pending Material Contract is substantially in the form
         of the draft listed on Schedule 4.06(a)(ii) and blanks are completed
         with commercially reasonably terms), (v) compliance with the Block D
         Rights of First Refusal and (vi) for curative actions contemplated by
         the Decree 2001 listed as item 13 on Schedule 4.06(a)(ii), including
         payment of commercially reasonable amounts with respect to the
         acquisition of property rights, from the Execution Date through the
         Closing Date, Seller will cause each of the Companies and the Alba
         Companies to:

                   (A) conduct Business, in all material respects, in the
               ordinary course of business, consistent with past practices;

                   (B) use its Reasonable Efforts to comply in all material
               respects with all applicable Laws and use its Reasonable Efforts
               to maintain compliance in all material respects with all of its
               material agreements;

                   (C) continue its existing practices relating to the
               maintenance and operation of its assets;

                   (D) not directly or indirectly purchase, redeem or otherwise
               acquire or dispose of any share of its capital stock or any
               subscriptions, warrants, options, calls or other commitments or
               rights to acquire any shares of its capital stock or agree to
               take any steps otherwise affecting or changing its capitalization
               (except that CMS International may assign the Shares to Seller);

                   (E) not merge into or with or consolidate with any other
               Person or acquire all or substantially all of the business or
               assets of any Person;

                   (F) not make any change in its governing documents;

                   (G) not purchase any securities of any Person except for
               short-term investments made in the ordinary course of business;

                   (H) not sell, lease or otherwise dispose of or grant rights
               in respect of any of its assets or properties that have a fair
               market value in excess of US $2,000,000 (or the equivalent in
               local currency) (1) for less than fair market value and (2) other
               than in the ordinary course of business;

                   (I) not create, incur, assume or guarantee any long-term debt
               or capitalized lease obligation or, except in the ordinary course
               of business and consistent with past practices, incur or assume
               any short-term debt;

                   (J) not mortgage, pledge or subject to any lien, claim,
               encumbrances or security interest any of its assets, tangible or
               intangible, except for Permitted


                                      -24-
<PAGE>
               Encumbrances or other similar liens or encumbrances created in
               the ordinary course of business consistent with past practices;

                   (K) not take any action or enter into any commitment with
               respect to or in contemplation of any liquidation, dissolution,
               recapitalization, reorganization or other winding up of its
               Business;

                   (L) not grant any preferential right of purchase or similar
               consent right to the transfer or assignment of the Business or
               any of its assets;

                   (M) not take, or knowingly permit to be taken, any action in
               the conduct of the Business that would be contrary to or in
               breach of any of the terms or provisions of this Agreement; and

                   (N) not commit to do any of the foregoing.

               (b) In addition to the foregoing, from the Execution Date until
         the Closing or the termination of this Agreement, Seller agrees to keep
         Buyer reasonably apprised, from time to time, of any significant
         developments in the Business and to consult with Buyer prior to
         adopting new work plans or budgets. To the extent any disruption occurs
         to the Business prior to Closing as a result of the announcement by
         Seller of its intention to sell the Companies, Seller agrees to use
         Reasonable Efforts to minimize such disruption.

               (c) Seller agrees to use Reasonable Efforts to cause Alba Plant
         LLC and each of the current owners of the Alba JOA to enter into a Gas
         Processing Agreement, substantially in the form of the agreement
         executed on January 22, 1996, prior to the Closing Date; provided,
         however, that the obtaining of such Gas Processing Agreement shall not
         be a condition to Buyer's obligation to proceed with the Closing under
         Section 8.02.

               (d) Seller shall refrain and shall cause the Companies and the
         Alba Companies to refrain from taking any action that would change the
         classification for U.S. income tax purposes of the Companies or the
         Alba Companies as described in Section 4.14(j).

               (e) Seller shall cause the Companies not to dividend, loan or
         otherwise distribute money to Seller at any time on or after the
         Measurement Date until the earlier of termination of this Agreement and
         the Closing.

         6.03  Reasonable Efforts. Seller will use, and will cause the Companies
to use, their Reasonable Efforts to (i) obtain the satisfaction of the
conditions to the Closing set forth in Section 8.02 hereof and (ii) obtain the
Tax Settlement Agreement described in Section 8.01(f).

         6.04  Press Releases. From the Execution Date through the Closing Date,
subject to applicable securities law or stock exchange requirements, each Party
shall promptly advise and consult with, and obtain the consent (which consent
will not be unreasonably delayed, withheld or conditioned) of, the other Party
before issuing, or permitting any of its directors, officers, employees, agents
or its Affiliates to issue, any press release with respect to this Agreement or
the transactions contemplated hereby.


                                      -25-
<PAGE>
         6.05  Insurance. Seller shall not voluntarily terminate and will
maintain in force and effect through the Closing Date the insurance coverages
set forth on Schedule 4.09 or will cause to be placed in force and effect
comparable insurance coverage. Buyer recognizes that the insurance coverages set
forth on Schedule 4.09 are policies covering the operations and assets of Seller
and its Affiliates and the limits of coverage available thereunder to the
Companies are subject to claims by Seller and its Affiliates. Buyer acknowledges
that no insurance coverage or policy maintained by Seller or its Affiliates will
extend beyond the Closing for the benefit of the Companies or Buyer.

         6.06  Satisfaction of Seller's Conditions. Buyer will use its
Reasonable Efforts to obtain the satisfaction of the conditions to the Closing
set forth in Section 8.01 hereof (other than the condition described in Section
8.01(f)).

         6.07  Breach Notice. If, prior to the Closing Date, Buyer obtains
Knowledge of a breach of any of Seller's representations and warranties or
covenants contained in this Agreement, Buyer shall notify Seller in writing of
such information (the "BREACH NOTICE") within five Business Days of such
discovery or the day prior to the Closing Date, whichever is earlier. The Breach
Notice shall contain reasonable details regarding the alleged breach and Buyer's
good faith estimate of the potential Losses associated with such breach. In the
event the breach is of a magnitude such that Losses attributable to such breach
(together with other such breaches discovered by Buyer with respect to which
Buyer has delivered the requisite Breach Notices) are reasonably likely to
exceed 5% of the Base Purchase Price and (x) Seller fails to deliver to Buyer a
written undertaking within five Business Days of receipt of such Breach Notice
that Seller intends to cure such breach within 90 days thereafter or (y) Seller
delivers such written undertaking but fails to cure such breach within such 90
days, (i) Buyer may terminate this Agreement upon written notice to Seller
(provided that Buyer has timely given Seller the requisite Breach Notices) and
(ii) Seller may terminate this Agreement upon written notice to Buyer.

         6.08  Balance Sheet Adjustments and Other Pre-Closing Transfers. Prior
to the Closing Date, Seller (a) will cause all intercompany accounts (including
all receivables or payables for income tax charges) between any of the Companies
or the Alba Companies and Seller or between any of the Companies or the Alba
Companies and any of Seller's Affiliates to be eliminated without the transfer
of cash from Seller, any of the Companies or the Alba Companies and (b) will
cause all Intercompany Agreements to be terminated, except for agreements
between any of the Companies and (i) the Alba Companies or (ii) Atlantic
Methanol Company LLC or as otherwise provided in the Transition Services
Agreement.

         6.09  Consents and Preferential Rights. Seller will use Reasonable
Efforts to obtain any consents listed in Schedule 4.13 prior to the Closing
Date, and Buyer agrees to use Reasonable Efforts to cooperate in such process,
as requested by Seller.

         6.10  Preservation of Books and Records; Access. For a period of seven
years after the Closing Date, Buyer shall (a) preserve and retain the Records
and all other corporate, accounting, legal, auditing and other books and records
of the Companies (including any documents relating to any governmental or
non-governmental actions, suits, proceedings or investigations) relating to the
conduct of the business and operations of the Companies prior to the Closing
Date and (b) cause the Companies to permit Seller and its authorized
representatives to have reasonable access thereto on the same basis as applies
to Buyer pursuant to Section 6.01 and to meet with employees of Buyer


                                      -26-
<PAGE>
and the Companies on a mutually convenient basis in order to obtain additional
information and explanations with respect to such books and records.
Notwithstanding the foregoing, during such seven-year period, Buyer may dispose
of any such Records that are offered to, but not accepted by, Seller.

         6.11  Further Assurances. At and after the Closing, Seller and Buyer
will use Reasonable Efforts to take all appropriate action and execute any
documents or instruments of any kind that may be reasonably necessary to
effectuate the intent of this Agreement.

         6.12  Casualty Loss. If, after the date hereof and prior to the Closing
Date, all or any part of the assets of the Companies or the Alba Companies shall
be destroyed by explosion, fire or other casualty, and if the Closing occurs,
Seller shall pay to Buyer at the Closing all sums paid to Seller or any of its
Affiliates by third parties by reason of the destruction of such assets, and in
addition, Seller shall, and shall ensure that its Affiliates shall, assign,
transfer and set over unto Buyer all of the right, title and interest of Seller
or the relevant Affiliate in and to any unpaid awards or other payments from
third parties arising out of such destruction. Seller shall not voluntarily
compromise, settle or adjust any amounts payable by reason of such destruction
without the prior written consent of Buyer. Seller shall use its Reasonable
Efforts to obtain payment from the relevant third party.

         6.13  Change of Name. Within 90 days following the Closing Date, Buyer
shall cause the Companies to change their names and to cease using the letters
"CMS" in their names or in any way in connection with the business of Buyer, the
Companies or any of their Affiliates. Buyer shall protect, defend and indemnify
Seller and its Affiliates from and against any Losses arising out of the use of
the letters "CMS" as part of the name of any of the Companies or in connection
with the Business after Closing.

         6.14  No Solicitation of Employees. Buyer shall, and shall cause its
Affiliates, for two years from the date hereof, not to directly or indirectly
solicit for employment or hire any employee of Seller or its Affiliates without
Seller's prior written consent.

         6.15  Assignment of Contracts. On or before the Closing, Seller shall,
or, if applicable, shall cause its Affiliates to, deliver to Buyer executed
assignment and assumption agreements substantially in the form attached hereto
as Schedule 6.15(a), pursuant to which Seller or, if applicable, its Affiliates,
shall assign to the Companies all rights to the agreements listed on Schedule
6.15(b), and the Companies shall assume all obligations arising under such
agreements.

         6.16  Bank Accounts. If permitted by the respective banks, on or before
the Closing, Seller shall, or, if applicable, shall cause its Affiliates to,
cause the "Authorized Drawers" to terminate their authority with respect to the
bank accounts listed on Schedule 4.15 and, to execute such documents as Buyer
may reasonably request in order to designate new Persons selected by Buyer as
"Authorized Drawers" with respect to such bank accounts.

         6.17  Treatment of Certain Claims.

               (a) Seller shall retain responsibility and liability for, and
         shall prosecute, defend, arbitrate or otherwise pursue and resolve the
         matters listed as Claims 1, 3, 4 and 7 on Schedule 4.10 and shall be
         entitled to retain and receive the benefits of any counterclaims


                                      -27-
<PAGE>
         associated with any such claims. Furthermore, Seller shall retain
         responsibility and liability for, and shall prosecute, defend,
         arbitrate or otherwise pursue and resolve, the matter listed as Claim 5
         on Schedule 4.10 but only to the extent claims described therein
         against the Companies are attributable to periods prior to and
         including the Measurement Date. After Closing, Buyer agrees to provide
         Seller with full cooperation and access to documents and personnel of
         the Companies and the Alba Companies as reasonably requested in
         connection with any of the foregoing Claims. After Closing, Buyer shall
         have the right to participate in the prosecution, defense, arbitration
         or other pursuit or resolution of such matters at its own expense.

               (b) Subject to Section 10.01(b)(vi), Buyer shall assume
         responsibility and liability for, and shall prosecute, defend,
         arbitrate or otherwise pursue and resolve, the matter listed as Claim 2
         on Schedule 4.10. Seller agrees to provide Buyer with full cooperation
         and access to documents and personnel as reasonably requested in
         connection with such matter. Seller shall have the right to participate
         in the prosecution, defense, arbitration or other pursuit or resolution
         of such matters at its own expense. Buyer shall not voluntarily
         compromise or settle such matter without the prior written consent of
         Seller, which shall not be unreasonably withheld.

               (c) Claims 5, 6 and 8 shall be handled in accordance with the
         applicable provisions of Article VII.

         6.18  Notices. Seller will deliver the notices described in matter 6 on
Schedule 4.13 prior to Closing.

         6.19  HSR Filing. Each Party agrees to (or, if applicable, to cause its
appropriate Affiliate to), (a) make an appropriate filing of a Notification and
Report Form pursuant to the HSR Act with respect to the transactions
contemplated by this Agreement and to pay any fees it is required to pay with
respect thereto as promptly as practicable and in any event within 10 Business
Days of the date of this Agreement, (b) if the Federal Trade Commission or the
Department of Justice, as applicable, issues a request for additional
documentary material and information pursuant to the HSR Act (a "SECOND
REQUEST") in connection with the transactions contemplated by this Agreement,
respond to the Second Request as promptly as possible and, in any event, certify
compliance with the Second Request within 60 days of the date of issue of the
Second Request and (c) complete the review process under the HSR Act to permit
the consummation of the transactions contemplated by this Agreement including
causing the expiration or termination of the applicable waiting periods under
the HSR Act as soon as possible.

         6.20  JOA Election. Seller agrees to use Reasonable Efforts to obtain
consents from the current parties to the Alba JOA to file a protective election
(in a form to be provided by Buyer) under Section 761 of the Code, reconfirming
their intent, as expressed in the Alba JOA, to be excluded from the provisions
of Subchapter K of the Code; provided, however, that the obtaining of such
consents shall not be a condition to Buyer's obligation to proceed with the
Closing under Section 8.02.


                                      -28-
<PAGE>
                                   ARTICLE VII
                                   TAX MATTERS

         7.01  Preparation and Filing of Tax Returns.

               (a) Seller shall prepare all Tax Returns, other than U.S. Tax
         Returns, for the Companies and the Alba Companies to be filed for
         calendar year 2001 in accordance with all relevant Laws, including
         those Tax Returns for which the due date is after the Closing. At least
         30 days prior to the due date (including extensions) of each such Tax
         Return, Seller shall deliver to Buyer for Buyer's review a copy of such
         Tax Return. If the amount of Tax shown to be due on such Tax Return
         exceeds the amount reflected as a liability for such Tax on the
         Settlement Statement, Seller shall pay to Buyer the amount of such
         excess Tax not less than five days prior to the due date of such Tax
         Return, or if the amount of Tax shown to be due on such Tax Return is
         less than the amount reflected as a liability for such Tax on the
         Settlement Statement, Buyer shall pay to Seller the difference not less
         than five days prior to the due date of such Tax Return. Buyer shall
         cause the Companies and the Alba Companies to file timely such Tax
         Return with the appropriate Governmental Authority and to pay timely
         the amount of Taxes shown to be due on such Tax Return. Buyer shall
         prepare all Tax Returns of the Companies and the Alba Companies for
         calendar year 2002, although it is understood that Seller shall prepare
         any Tax Return required to be filed between the date of this Agreement
         and Closing as necessary. Buyer shall be responsible for all Taxes of
         the Companies and the Alba Companies for calendar year 2002. However,
         it is expressly understood that Seller shall be liable for all Taxes
         associated with the transactions contemplated by this Agreement.

               (b) Any Tax Return to be prepared pursuant to the provisions of
         this Article VII shall be prepared in a manner consistent with
         practices followed in prior years which are in accordance with
         applicable Laws, except for changes required by changes in Law.

               (c) Seller shall cause the Companies and the Alba Companies not
         to make, revoke or amend any Tax election that would affect the period
         after the Closing (other than any election that must be made
         periodically and that is made consistently with past practice) without
         the prior consent of Buyer.

               (d) The Buyer Indemnified Parties shall not take any action, or
         allow the Companies or the Alba Companies to take any action, on or
         after the Closing Date, that would increase the liability of Seller or
         its direct or indirect shareholders for Taxes during the period of time
         prior to or ending on the Closing Date; provided, however, that nothing
         in this Section 7.01(d) shall prevent the Buyer Indemnified Parties
         from making any election under Sections 754 or 761 of the Code, and
         Seller shall consent to and cooperate with the Buyer Indemnified
         Parties in making any such Section 754 elections for periods beginning
         on or after January 1, 2002.

               (e) Seller shall be responsible for any Transfer Taxes.

               (f) The Adjusted Purchase Price shall be allocated among the
         assets of the Companies and the Alba Companies in the manner required
         by Section 1060 of the Code. To


                                      -29-
<PAGE>
         facilitate such allocation, Buyer shall deliver to Seller, not later
         than December 1, 2001, a schedule setting forth Buyer's proposed
         allocation of the Base Purchase Price. Buyer and Seller shall use
         Reasonable Efforts to agree upon a final allocation of the Adjusted
         Purchase Price, not later than 120 days after Closing. Buyer and Seller
         shall timely file IRS Form 8594 with respect to the transactions
         contemplated by this Agreement.

               (g) For U.S. Tax purposes, Seller intends to effect a liquidation
         or deemed liquidation of CMS International prior to the Closing Date
         such that, for U.S. Tax purposes, the transactions contemplated by this
         Agreement will be a sale of assets by Seller on the Closing Date. Buyer
         and Seller acknowledge that, for U.S. Tax purposes, the transactions
         contemplated by this Agreement are treated as closed and completed on
         the Closing Date, and that all items determined by reference to dates
         other than the Closing Date are for administrative convenience and
         shall be treated for U.S. Tax purposes, if applicable, as adjustments
         to the Purchase Price, and the Parties agree to file their respective
         U.S. Tax Returns in a manner consistent with this treatment. For U.S.
         Tax purposes, Buyer and Seller shall report their respective allocable
         shares of the items of income, gain, loss, deduction and credit of the
         Alba Companies based on an interim closing of the books as of January
         3, 2002.

         7.02  Access to Information.

               (a) After the Closing, Seller shall grant to Buyer (or its
         designees) access at all reasonable times to all of the information,
         books and records relating to the Companies or the Alba Companies
         within the possession of Seller (including work papers and
         correspondence with taxing authorities), and shall afford Buyer (or its
         designees) the right (at Buyer's expense) to take extracts therefrom
         and to make copies thereof, to the extent reasonably necessary to
         permit Buyer (or its designees) to prepare Tax Returns, to conduct
         negotiations with Tax authorities or to defend claims made by Tax
         authorities or by third parties, and to implement the provisions of, or
         to investigate or defend any claims between the Parties arising under,
         this Agreement.

               (b) After the Closing, Buyer shall grant or cause the Companies
         and the Alba Companies to grant to Seller (or its designees) access at
         all reasonable times to all of the information, books and records
         relating to the Companies and the Alba Companies within the possession
         of Buyer, the Companies or the Alba Companies (including work papers
         and correspondence with Tax authorities), and shall afford Seller (or
         its designees) the right (at Seller's expense) to take extracts
         therefrom and to make copies thereof, to the extent reasonably
         necessary to permit Seller (or its designees) to prepare Tax Returns,
         to conduct negotiations with Tax authorities, to defend claims made by
         Tax authorities or third parties, and to implement the provisions of,
         or to investigate or defend any claims between the Parties arising
         under, this Agreement.

               (c) Each of the Parties will preserve and retain all schedules,
         work papers and other documents relating to any Tax Returns of or with
         respect to the Companies or the Alba Companies or to any claims, audits
         or other proceedings affecting the Companies or the Alba Companies
         until the expiration of the statute of limitations (including
         extensions) applicable to the taxable period to which such documents
         relate or until the final determination of any


                                      -30-
<PAGE>
         controversy with respect to such taxable period, and until the final
         determination of any payments that may be required with respect to such
         taxable period under this Agreement.

         7.03  Indemnification by Seller. Seller hereby agrees to protect,
defend, indemnify and hold harmless the Buyer Indemnified Parties, the Companies
and the Alba Companies from and against, and agrees to pay (a) any Taxes (net of
any realized Tax benefits associated therewith) of the Companies or the Alba
Companies (but only in an amount proportional to Seller's direct or indirect
interest in the relevant Alba Company for the period to which such Taxes relate)
attributable to the time period prior to January 1, 2002 (including, for the
avoidance of doubt, any Taxes of the Companies or the Alba Companies for the
period prior to January 1, 2002 that are set forth on Schedule 4.14) but only to
the extent such Taxes exceed the amount reserved for Taxes on the Settlement
Statement, (b) any Taxes arising out of the transactions contemplated by this
Agreement (including the transactions described in Section 6.08(a)), (c) any
increase in Taxes of a Buyer Indemnified Party resulting from a breach by Seller
of its representation in Section 4.14(j) or its covenant in Section 6.02(d) and
(d) any Taxes of any corporation (other than the Companies and the Alba
Companies) that is or was an Affiliate of Seller at any time prior to January 1,
2002. Notwithstanding anything to the contrary in this Agreement, no claim for
Taxes shall be permitted under this Section 7.03 unless such claim is first made
before the expiration of the statute of limitations (including applicable
extensions) for the taxable period to which the claim relates or if no such
statute of limitations exists, prior to the date on which such claim is
otherwise barred by law.

         7.04  Buyer Tax Indemnification. Subject to 7.03, Buyer agrees to
protect, defend, indemnify and hold harmless the Seller Indemnified Parties from
and against, and agrees to pay (a) any Taxes of the Companies or the Alba
Companies attributable to the time period on or after January 1, 2002 excluding,
for purposes of clarification, any Taxes arising out of the transactions
contemplated by this Agreement and (b) any liability arising from a breach by
Buyer of its covenants in Article VII.

         7.05  Tax Indemnification Procedures.

               (a) If a claim shall be made by any Tax authority that, if
         successful, would result in the indemnification of a Party under this
         Agreement (referred to herein as the "TAX INDEMNIFIED PARTY"), the Tax
         Indemnified Party shall promptly notify the party obligated under this
         Agreement to so indemnify (referred to herein as the "TAX INDEMNIFYING
         PARTY") in writing of such fact.

               (b) The Tax Indemnified Party shall take such action in
         connection with contesting such claim as the Tax Indemnifying Party
         shall reasonably request in writing from time to time, including the
         selection of counsel and experts and the execution of powers of
         attorney; provided that (i) within 30 days after the notice described
         in Section 7.05(a) has been delivered (or such earlier date that any
         payment of Taxes is due by the Tax Indemnified Party but in no event
         sooner than five days after the Tax Indemnifying Party's receipt of
         such notice), the Tax Indemnifying Party requests that such claim be
         contested, (ii) the Tax Indemnifying Party shall have agreed to pay to
         the Tax Indemnified Party all costs and expenses that the Tax
         Indemnified Party incurs in connection with contesting such claim,
         including reasonable attorneys' and accountants' fees and
         disbursements, and (iii) if the Tax Indemnified Party is requested by
         the Tax Indemnifying Party to pay the Tax claimed and


                                      -31-
<PAGE>
         sue for a refund, the Tax Indemnifying Party shall have advanced to the
         Tax Indemnified Party, on an interest-free basis, the amount of such
         claim. The Tax Indemnified Party shall not make any payment of such
         claim for at least 30 days (or such shorter period as may be required
         by applicable law) after the giving of the notice required by Section
         7.05(a), shall give to the Tax Indemnifying Party any information
         reasonably requested relating to such claim, and otherwise shall
         cooperate with the Tax Indemnifying Party in good faith in order to
         contest effectively any such claim.

               (c) Subject to the provisions of Section 7.05(b), the Tax
         Indemnified Party shall only enter into a settlement of such contest
         with the applicable taxing authority or prosecute such contest to a
         determination in a court or other tribunal of initial or appellate
         jurisdiction as instructed by the Tax Indemnifying Party.

               (d) If, after actual receipt by the Tax Indemnified Party of an
         amount advanced by the Tax Indemnifying Party pursuant to this Section
         7.05, the extent of the liability of the Tax Indemnified Party with
         respect to the claim shall be established by the final judgment or
         decree of a court or other tribunal or a final and binding settlement
         with an administrative agency having jurisdiction thereof, the Tax
         Indemnified Party shall promptly repay to the Tax Indemnifying Party
         the amount advanced to the extent of any refund received by the Tax
         Indemnified Party with respect to the claim together with any interest
         received thereon from the applicable taxing authority and any recovery
         of legal fees from such taxing authority, net of any Taxes as are
         required to be paid by the Tax Indemnified Party with respect to such
         refund, interest or legal fees. Notwithstanding the foregoing, the Tax
         Indemnified Party shall not be required to make any payment hereunder
         before such time as the Tax Indemnifying Party shall have made all
         payments or indemnities then due with respect to the Tax Indemnified
         Party pursuant to this Agreement.

         7.06  Conflict. In the event of a conflict between the provisions of
this Article VII and any other provisions of this Agreement, this Article VII
shall control; provided, however, that any claims for indemnification for Taxes
relating to Claim No. 2 on Schedule 4.10 shall be limited by Section
10.01(b)(vi).

         7.07  Mutual Cooperation. Seller on the one hand, and the Buyer and the
Companies or the Alba Companies, on the other, shall reasonably cooperate with
each other and with each other's agents, including accounting firms and legal
counsel, in connection with Tax matters relating to the Companies or the Alba
Companies, including (a) preparation and filing of Tax Returns, (b) determining
the liability and amount of any Taxes due or the right to and amount of any
refund of Taxes, (c) examinations of Tax Returns and (d) any administrative or
judicial proceedings in respect of Taxes assessed or proposed to be assessed.
Such cooperation shall include each Party's making all information and documents
in its possession relating to the Companies or the Alba Companies available to
the other Party and retaining all Tax Returns, schedules and work papers and all
material records and other documents relating thereto, until the expiration of
the applicable statute of limitations (including, to the extent notified by any
Party, any extension thereof) of the Tax period to which such Tax Returns and
other documents and information relate. Each of the Parties shall also make
available to the other Party, as reasonably requested and available, personnel
(including officers, directors, employees and agents) responsible for preparing,
maintaining, and interpreting information and documents relevant to Taxes, and
personnel reasonably required as witnesses or for


                                      -32-
<PAGE>
purposes of providing information or documents in connection with any
administrative or judicial proceeding relating to Taxes. Each of the Parties
shall exert all appropriate efforts to preserve the confidentiality of all
non-public information and documents obtained or used in connection with such
cooperation or assistance. Any Party requesting any such cooperation or
assistance shall promptly reimburse any other Party providing any such
cooperation or assistance for the reasonable expenses incurred by such other
Party with respect thereto. Notwithstanding anything to the contrary in this
Agreement, neither Seller nor Buyer shall be required to provide to the other
party all or any portion of a U.S. consolidated federal income Tax Return filed
by the respective consolidated group in which Seller or Buyer is included.

         7.08  Survival. The covenants of the Parties contained in this Article
VII shall survive the Closing and shall continue in full force and effect until
all applicable statutes of limitations, including waivers and extensions, have
expired with respect to the matters addressed therein, and if no statute of
limitations exists, until such matters are finally settled. Notwithstanding the
foregoing, any such covenant as to which a bona fide claim relating thereto is
asserted in writing (which states with specificity the basis therefor) during
such survival period shall, with respect only to such claim, continue in force
and effect beyond such survival period pending resolution of the claim.

         7.09  Withholding. Buyer shall be entitled to withhold from any payment
made to Seller of the Adjusted Purchase Price and shall pay over to the
appropriate Governmental Authority, the amount of any Taxes specifically
required to be withheld from such payments pursuant to the Tax Settlement
Agreement, if any such agreement is obtained, with the Republic of Equatorial
Guinea.

                                  ARTICLE VIII
                               CLOSING CONDITIONS

         8.01  Conditions to Obligations of Seller. The obligations of Seller to
proceed with the Closing are subject to the satisfaction at or prior to the
Closing of all of the following conditions, any one or more of which may be
waived in writing in whole or in part by Seller (which waiver shall be deemed to
constitute a waiver of any liability Buyer may have under this Agreement with
respect to the event or condition causing such condition not to be satisfied at
the Closing):

               (a) Compliance. Buyer and Marathon shall have complied in all
         material respects with their covenants and agreements contained herein,
         and Buyer's and Marathon's representations and warranties contained
         herein, or in any certificate or similar instrument required to be
         delivered by or on behalf of Buyer and Marathon pursuant hereto, shall
         be true in all material respects on and as of the Closing Date, with
         the same effect as though made at such time;

               (b) Officers' Certificate. Seller shall have received
         certificates dated as of the Closing Date and signed by (i) a Director,
         President or Vice President of each of Buyer and Marathon, in his
         representative capacity, to the effect that the conditions specified in
         Section 8.01(a) have been fulfilled and (ii) the Secretary or Assistant
         Secretary of each of Buyer and Marathon, in his representative
         capacity, certifying the accuracy and completeness of the copies of, as
         well as the current effectiveness of, the resolutions to be attached
         thereto of the Board of Directors (or any committee thereof) of Buyer
         or Marathon, as applicable, authorizing the execution, delivery and
         performance of this Agreement and the


                                      -33-
<PAGE>
         consummation of the transactions contemplated herein, as well as to the
         incumbency of the officers executing this Agreement on behalf of Buyer
         or Marathon, as applicable, and any documents to be executed and
         delivered by Buyer or Marathon, as applicable, at the Closing;

               (c) No Orders. No order, writ, injunction or decree shall have
         been entered and be in effect by any court of competent jurisdiction or
         any governmental or regulatory instrumentality or authority, and no
         statute, rule, regulation or other requirement shall have been
         promulgated or enacted and be in effect, that restrains, enjoins or
         invalidates the transactions contemplated hereby;

               (d) No Suits. No suit or other proceeding shall be pending or
         threatened by any third party before any court or governmental agency
         seeking to restrain or prohibit or declare illegal, or seeking
         substantial damages in connection with, the transactions contemplated
         by this Agreement;

               (e) Legal Opinion. Seller shall have received legal opinions
         addressed to it from legal counsel of Buyer and of Marathon in the
         forms attached hereto as Schedules 8.01(e)(i) and 8.01(e)(ii), to the
         effect that this Agreement, and all other Closing documents, have been
         duly authorized by Buyer or Marathon, as applicable;

               (f) Tax Settlement Agreement. Seller shall have received from the
         government of the Republic of Equatorial Guinea an executed statement
         ("TAX SETTLEMENT AGREEMENT") in form satisfactory to the Seller stating
         that the Tax liabilities (if any) of the Seller, the Companies and the
         Alba Companies with respect to the transactions contemplated by this
         Agreement have been settled in full and no additional Taxes are owed
         with respect to such transactions.

               (g) Approvals. All Approvals (without any adverse conditions or
         obligations) and waivers of preferential purchase and similar rights of
         third parties in connection with the transactions contemplated by this
         Agreement listed on Schedule 8.01(g) and all other Approvals required
         by Law shall have been satisfied or obtained.

         8.02  Conditions to Obligations of Buyer. The obligations of Buyer to
proceed with the Closing are subject to the satisfaction at or prior to the
Closing of all of the following conditions, any one or more of which may be
waived in writing in whole or in part by Buyer (which waiver shall be deemed to
constitute a waiver of any liability Seller may have under this Agreement (other
than liability for matters specified in a duly delivered Breach Notice) with
respect to the event or condition causing such condition not to be satisfied at
the Closing):

               (a) Compliance. Seller and Enterprises shall have complied in all
         material respects with their covenants and agreements contained herein,
         and Seller's and Enterprises' representations and warranties contained
         herein or in any certificate or similar instrument required to be
         delivered by or on behalf of Seller and Enterprises pursuant hereto,
         shall be true and correct in all material respects on and as of the
         Closing Date, with the same effect as though made at such time except
         to the extent Seller has been unable to cure a breach identified by
         Buyer in a Breach Notice; provided that if a representation or warranty
         is expressly made only as of a specific date, it need only be true and
         correct in all material


                                      -34-
<PAGE>
         respects as of such date; provided, however, that Buyer's right not to
         proceed with the Closing as a result of a breach of Seller's or
         Enterprises' representations and warranties shall only arise in the
         event that Buyer has a right to terminate this Agreement pursuant to
         Section 6.07; and provided, further, that any failure of Seller's or
         Enterprises' representations and warranties contained herein to be true
         and correct or any breach of compliance by Seller or Enterprises with
         its covenants herein, in either case, due solely to the exercise of the
         Block D Rights of First Refusal and Seller's compliance therewith shall
         be disregarded for purposes of this Section 8.02;

               (b) Officers' Certificate. Buyer shall have received a
         certificate dated as of the Closing Date and signed by (i) the
         Director, President or Vice President of each of Seller and
         Enterprises, in his representative capacity, to the effect that the
         conditions specified in Section 8.02(a) have been fulfilled and (ii)
         the Secretary or Assistant Secretary of each of Seller and Enterprises,
         in his representative capacity, certifying the accuracy and
         completeness of the copies of, as well as the current effectiveness of,
         the resolutions to be attached thereto of the Board of Directors (or
         any committee thereof) of Seller authorizing the execution, delivery
         and performance of this Agreement and the consummation of the
         transactions contemplated herein, as well as to the incumbency of the
         officers executing this Agreement on behalf of Seller and any documents
         to be executed and delivered by Seller at the Closing;

               (c) Resignations. Seller shall have delivered to Buyer (i)
         resignations substantially in the form attached hereto as Schedule
         8.02(c), effective as of the Closing Date, of all of the members of the
         boards of directors (or similar governing bodies), all officers of the
         Companies and those members of the boards of directors and officers of
         the Alba Companies appointed by Seller or its Affiliates, and (ii)
         appointments, in a form reasonably satisfactory to Buyer, appointing
         Buyer's designees to the vacant positions created by such resignations;

               (d) No Orders. No order, writ, injunction or decree shall have
         been entered and be in effect by any court of competent jurisdiction or
         any governmental or regulatory instrumentality or authority, and no
         statute, rule, regulation or other requirement shall have been
         promulgated or enacted and be in effect, that restrains, enjoins or
         invalidates the transactions contemplated hereby;

               (e) No Suits. No suit or other proceeding shall be pending or
         threatened by any third party before any court or governmental agency
         seeking to restrain or prohibit or declare illegal, or seeking
         substantial damages in connection with, the transactions contemplated
         by this Agreement;

               (f) Legal Opinion. Buyer shall have received legal opinions
         addressed to it from Seller's and Enterprises' legal counsel in the
         forms attached hereto as Schedule 8.02(f)(ii) and 8.02(f)(iii), to the
         effect that this Agreement, and all other Closing documents, have been
         duly authorized by Seller or Enterprises, as applicable and a legal
         opinion of Seller's Cayman Islands legal counsel in the form attached
         hereto as Schedule 8.02(f)(i) as to the effectiveness of the transfer
         of the Shares; and


                                      -35-
<PAGE>
               (g) Approvals. All Approvals (without any adverse conditions or
         obligations) and waivers of preferential purchase and similar rights of
         third parties in connection with the transactions contemplated by this
         Agreement listed on Schedule 8.02(g) and all other Approvals required
         by Law shall have been satisfied or obtained.

               (h) Methanol Closing. The closing of the transactions
         contemplated under the Share Purchase Agreement by and between CMS
         Methanol Company, Marathon and an Affiliate of Marathon, dated October
         31, 2001 shall have occurred.

               (i) Casualty Loss. None of the Companies or the Alba Companies
         shall have experienced any casualty events between the Execution Date
         and the Closing Date resulting in Losses exceeding, in the aggregate,
         an amount equal to 5% of the Adjusted Purchase Price.

               (j) Bank Consent or Waiver. Seller shall have delivered to Buyer
         (i) a copy of the written consent of its lenders under the Credit
         Agreement (as defined in Schedule 4.03(a)) to the transactions
         contemplated hereby, (ii) a copy of a written waiver from such lenders
         of any rights with respect thereto under the Credit Agreement or (iii)
         a copy of a letter from such lenders indicating that the transactions
         contemplated hereby do not violate the Credit Agreement.

                                   ARTICLE IX
                                   TERMINATION

         9.01  Termination. This Agreement may be terminated in the following
instances:

               (a) by Seller, if through no fault of Seller, the Closing does
         not occur on or before January 3, 2002 (or April 2, 2002, if the
         Closing is extended pursuant to Section 3.01);

               (b) by Buyer, if through no fault of Buyer, the Closing does not
         occur on or before (i) January 3, 2002 or (ii) April 2, 2002, if Seller
         has delivered the written undertaking referenced in Section 6.07 or if
         the Closing is extended pursuant to Section 3.01;

               (c) by Seller or Buyer, as applicable, in accordance with Section
         6.07; or

               (d) at any time by the mutual written agreement of Buyer and
         Seller.

         9.02  Effect of Termination. The following provisions shall apply in
the event of a termination of this Agreement:

               (a) If this Agreement is terminated by either Party for any
         reason except pursuant to an express right to do so set forth herein,
         the other Party shall be entitled to exercise all rights and remedies
         available at law or in equity as a result of such wrongful termination;
         provided in no event shall such other Party ever be entitled to any
         consequential or speculative damages including lost profits and,
         provided further, that if this Agreement is terminated by either Party
         due to the failure of the conditions to the obligations of such Party
         to close in Article VIII to be satisfied and the other Party has
         exercised Reasonable Efforts to satisfy such conditions, any recovery
         for claims arising in connection therewith shall be


                                      -36-
<PAGE>
         limited to actual out-of-pocket expenses actually incurred by the
         terminating Party in connection with this Agreement prior thereto. Upon
         termination of this Agreement by Seller pursuant to an express right to
         do so set forth herein, Seller shall be free to enjoy immediately all
         rights of ownership of the Shares and to sell, transfer, encumber and
         otherwise dispose of the Shares to any Party without any restriction
         under this Agreement.

               (b) Seller and Buyer hereby agree that the provisions of Sections
         6.14, 9.02 and Articles X and XI shall survive any termination of this
         Agreement pursuant to the provisions of this Article IX.

                                    ARTICLE X
             INDEMNIFICATION; SCOPE OF REPRESENTATIONS; LIMITATIONS

         10.01 Indemnification.

               (a) Subject to the limitations of this Article X, Seller agrees
         to indemnify, defend and hold harmless the Buyer Indemnified Parties
         from and against any and all Indemnified Losses resulting from or
         arising out of any of the following:

                   (i) any breach of any of the representations and warranties
               of Seller contained in this Agreement or in any instrument
               executed pursuant hereto;

                   (ii) any breach of any covenant of Seller contained in this
               Agreement; and

                   (iii) out-of-pocket costs incurred by Buyer in prosecuting,
               defending, arbitrating or otherwise pursuing and resolving the
               matter listed as Claim 2 on Schedule 4.10.

               (b) Notwithstanding anything to the contrary in Section 10.01(a),
         in no event shall any amounts be recovered from Seller or any of its
         Affiliates:

                   (i) relating to any breach of a representation or warranty or
               covenant by Seller of which Buyer had Knowledge prior to the
               Closing Date and, with respect to such breach, Buyer failed to
               timely provide a Breach Notice to Seller in accordance with
               Section 6.07;

                   (ii) for any matter under Section 10.01(a) for which a
               written notice of claim specifying in reasonable detail the
               specific nature of and specific basis of the Losses and the
               estimated amount of such Indemnified Losses ("CLAIM NOTICE") is
               not delivered to Seller prior to the close of business on the day
               24 months following the Closing Date, and the indemnities granted
               by Seller in Section 10.01(a) shall terminate on such date;
               provided, however, that such indemnities shall survive with
               respect only to the specific matter that is the subject of any
               Claim Notice delivered in good faith in compliance with the
               requirements of this Section 10.01(b)(ii) prior to such 24 month
               anniversary until the earlier to occur of (x) the date on which a
               final nonappealable resolution of the matter described in such
               Claim Notice has been


                                      -37-
<PAGE>
               reached or (y) the date on which the matter described in such
               Claim Notice has otherwise reached final resolution;

                   (iii) under Section 10.01(a) for any Tax Claim, Buyer's
               exclusive remedy for any Tax Claim being set forth in Article
               VII, which shall not be subject to any Deductible or maximum
               claim amount;

                   (iv) for any Indemnified Losses resulting from matters
               described in Section 10.01(a)(i) until the aggregate amount of
               Indemnified Losses incurred by the Buyer Indemnified Parties in
               respect of all matters giving rise to such Indemnified Losses
               exceeds US$2,000,000 (the "DEDUCTIBLE") in which event Seller
               will be obligated, subject to the other provisions of this
               Section 10.01(b), to indemnify the Buyer Indemnified Parties to
               the extent and only to the extent such Indemnified Losses exceed
               the Deductible;

                   (v) for any Indemnified Losses resulting from matters
               described in Section 10.01(a)(i) that in the aggregate exceed an
               amount equal to 20% of the Adjusted Purchase Price (including the
               Deductible); provided, however, that this Section 10.01(b)(v)
               shall not apply to Indemnified Losses arising from a breach of
               Seller's representations or warranties set forth in Sections
               4.03, 4.06(e) or 4.06(f) or to actions grounded in fraud. For the
               avoidance of doubt, the limitation described in this Section
               10.01(b)(v) permits a maximum possible recovery by Buyer under
               Section 10.01(a)(i) (other than Indemnified Losses arising from a
               breach of Seller's representations or warranties set forth in
               Section 4.03, 4.06(e) or 4.06(f) or actions grounded in fraud) of
               an aggregate amount equal to 20% of the Adjusted Purchase Price
               minus the Deductible;

                   (vi) for any Indemnified Losses resulting from matters
               described in Section 10.01(a)(iii) in excess of US$10,000,000;
               and

                   (vii) due to the failure of any representation or warranty of
               Seller contained herein to be true and correct or the breach by
               Seller of any covenant contained herein due solely to the Block D
               Rights of First Refusal or Seller's compliance therewith.

         In addition to the foregoing limitations of this Section 10.01(b),
         except for actions grounded in fraud, the maximum amount in the
         aggregate that the Buyer Indemnified Parties shall be able to recover
         from Seller or any of its Affiliates for any and all Indemnified Losses
         resulting from matters described in Section 10.01(a)(i) or
         10.01(a)(iii) (including with respect to Sections 4.03, 4.06(e) and
         4.06(f)), shall in no event exceed an amount equal to 100% of the
         Adjusted Purchase Price.

               (c) Subject to the limitations of this Article X, Buyer agrees to
         indemnify, defend and hold harmless the Seller Indemnified Parties from
         and against any and all Indemnified Losses resulting from or arising
         out of any of the following:

                   (i) any breach of any of the representations and warranties
               of Buyer contained in this Agreement or in any instrument
               executed pursuant hereto;


                                      -38-
<PAGE>
                   (ii) any breach of any covenant of Buyer contained in this
               Agreement; and

                   (iii) any Third Party Claim in respect of the conduct of the
               Business or any part thereof, and any liability or obligation of
               the Companies that arises after the Closing Date including, but
               not limited to, all obligations to properly plug and abandon all
               wells now or hereafter located on the property subject to any
               Material Contracts (regardless of whether any such obligation to
               plug and abandon is attributable to periods of time prior to or
               after the Closing Date) and the obligation to pay all costs and
               expenses incurred with respect to the Business after the Closing
               Date, but only to the extent that such Third Party Claim did not
               result from the breach of a warranty or representation of Seller
               made pursuant hereto.

         Notwithstanding anything to the contrary contained in this Section
         10.01(c), in no event shall any amounts be recovered from Buyer under
         this Section 10.01(c) for any Tax Claim, Seller's exclusive remedy with
         respect to Tax Claims being set forth in Article VII.

               (d) Notwithstanding anything to the contrary contained in this
         Agreement, in no event shall Indemnified Losses include any exemplary,
         punitive, special, indirect, consequential, remote or speculative
         damages.

         10.02 Indemnification Procedures. Except for claims for indemnification
pursuant to Section 10.01(a)(iii), which shall be resolved pursuant to Section
10.03, all claims for indemnification under Article X shall be asserted and
resolved pursuant to this Section 10.02. Any Person claiming indemnification
hereunder is hereinafter referred to as the "INDEMNIFIED PARTY" and any Person
against whom such claims are asserted hereunder is hereinafter referred to as
the "INDEMNIFYING PARTY." In the event that any Indemnified Losses are asserted
against or sought to be collected from an Indemnified Party by a third party,
said Indemnified Party shall with reasonable promptness provide to the
Indemnifying Party a Claim Notice. The Indemnifying Party shall have 30 days
from the personal delivery or receipt of the Claim Notice (the "NOTICE PERIOD")
to notify the Indemnified Party (a) whether or not it disputes the liability of
the Indemnifying Party to the Indemnified Party hereunder with respect to such
Losses and (b) whether or not it desires, at the sole cost and expense of the
Indemnifying Party, to defend the Indemnified Party against such Losses;
provided, however, that any Indemnified Party is hereby authorized prior to and
during the Notice Period to file any motion, answer or other pleading that it
shall deem necessary or appropriate to protect its interests or those of the
Indemnifying Party (and of which it shall have given notice and opportunity to
comment to the Indemnifying Party) and not prejudicial to the Indemnifying
Party. In the event that the Indemnifying Party notifies the Indemnified Party
within the Notice Period that it desires to defend the Indemnified Party against
such Losses, the Indemnifying Party shall have the right to defend all
appropriate proceedings, and with counsel of its own choosing, which proceedings
shall be promptly settled or prosecuted by them to a final conclusion. If the
Indemnified Party desires to participate in, but not control, any such defense
or settlement it may do so at its sole cost and expense. If requested by the
Indemnifying Party, the Indemnified Party agrees to cooperate with the
Indemnifying Party and its counsel in contesting any Losses that the
Indemnifying Party elects to contest or, if appropriate and related to the claim
in question, in making any counterclaim against the person asserting the third
party Losses, or any cross-complaint against any Person. No claim may be settled
or otherwise compromised without the prior written consent of the Indemnifying
Party.


                                      -39-
<PAGE>
         10.03 Arbitration.

               (a) Any dispute between the Parties regarding Indemnified Losses
         resulting from or arising out of the matter described in Section
         10.01(a)(iii) only and any claims by either Party for indemnification
         with respect thereto shall be settled exclusively by arbitration in
         Houston, Texas, by a sole arbitrator and in accordance with the
         Commercial Arbitration Rules of the American Arbitration Association.

               (b) The arbitrator in such proceeding shall be a certified public
         accountant or petroleum engineer mutually agreeable to both Parties
         having a minimum of 10 years of experience in the oil and gas industry.

               (c) Except as otherwise provided in the second sentence of this
         Section 10.03(c), the fees and expenses of the arbitrator shall be
         borne equally by the Parties. Notwithstanding the foregoing, the
         decision of the arbitrator may include such award of the arbitrator's
         fees and expenses and of other costs and attorneys' fees as the
         arbitrator determines to be appropriate.

               (d) The award of the arbitrator shall be binding upon the Parties
         and final and nonappealable to the maximum extent permitted by
         applicable Law, and judgment thereon may be entered in a court of
         competent jurisdiction and enforced by any Party as a final judgment of
         such court.

         10.04 Exclusive Remedy. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE
REMEDIES SET FORTH IN THIS ARTICLE X AND ARTICLE VII, INCLUDING THE DEDUCTIBLES,
LIABILITY LIMITS, SURVIVAL PERIODS, DISCLAIMERS AND LIMITATIONS ON SUCH
REMEDIES, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES WITH RESPECT
TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY
HEREBY RELEASES, WAIVES AND DISCHARGES, AND COVENANTS NOT TO SUE WITH RESPECT
TO, ANY CAUSE OF ACTION OR CLAIM NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT
INCLUDING CLAIMS UNDER STATE OR FEDERAL SECURITIES LAWS, AVAILABLE AT COMMON LAW
OR BY STATUTE (EXCLUDING FRAUD CLAIMS).

         10.05 Independent Investigation. Buyer acknowledges and affirms that
(a) it has had full access to the Data Room and the information contained in, or
made available or provided with respect to materials contained in, the Data Room
and has been provided access to the Material Contracts and the Other Contracts,
(b) provided Seller complies with Seller's obligations pursuant to Section 6.01,
it has had access to the personnel, officers, professional advisors, operations
and Records of the Companies and (c) in making the decision to enter into this
Agreement and to consummate the transactions contemplated hereby, it has relied
on the representations, warranties, covenants and agreements of Seller set forth
in this Agreement and in the certificate provided for in Section 8.02(b), and
other than such reliance, it has relied solely on the basis of its own
independent investigation, analysis and evaluation of the Companies and their
assets (including Buyer's own estimate and appraisal of the extent and value of
the Companies' hydrocarbon reserves, pipelines and undeveloped properties),
business, financial condition, operations and prospects.


                                      -40-
<PAGE>
         10.06 Scope of Representations. Except to the extent expressly set
forth in this Agreement, Seller makes no representations or warranties
whatsoever and disclaims all liability and responsibility for any other
representation, warranty, statement or information made or communicated (orally
or in writing) to Buyer. Without limiting the generality of the foregoing,
except as expressly set forth in this Agreement, Seller makes no representation
or warranty as to title to any of the assets or properties of the Companies or
the Alba Companies and, with respect to any personal property and equipment
included within such assets or properties, SELLER EXPRESSLY DISCLAIMS AND
NEGATES ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, OF FITNESS FOR A
PARTICULAR PURPOSE, AND OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS.
Further, Seller makes no representations or warranties as to (i) the amounts of
or values with respect to any hydrocarbon reserves attributable to the
Companies, the Alba Companies or the Business or (ii) the results of the
drilling of any wells prior to Closing.

                                   ARTICLE XI
                                  MISCELLANEOUS

         11.01 Confidentiality.

               (a) Until the Closing Date, the confidentiality of any data or
         information received by Buyer, its Affiliates and representatives
         regarding the Business and assets of the Companies and the Alba
         Companies shall be maintained by Buyer, its Affiliates and its
         representatives in accordance with the confidentiality provisions of
         the confidentiality agreement dated July 20, 2001 executed by Seller,
         CMS EG LTD and Buyer (the "CONFIDENTIALITY AGREEMENT"). Solely for the
         purposes of this Section 11.01(a), the Parties and their Affiliates
         agree to treat Seller, CMS EG LDC and CMS Alba as additional parties to
         the Confidentiality Agreement. From and after the Closing, Buyer shall
         have no further obligations under this Section 11.01(a) or the
         Confidentiality Agreement with respect to information relating to the
         Companies or the Alba Companies.

               (b) From and after the Closing, any data or information received
         at any time by Seller from Buyer and any data or information regarding
         the Companies and the Alba Companies, including data or information
         regarding their assets and operations, shall be maintained by Seller
         and its representatives in confidence for a period of 24 months from
         the Closing Date, except (i) to the extent necessary to resolve any
         matters relating to Governmental Authorities (including Tax
         controversies) or disputes with Buyer pursuant to this Agreement or
         (ii) if such information (x) is already in possession of the public or
         becomes available to the public, other than through the act or omission
         of Seller in violation of this Agreement; (y) is required to be
         disclosed under an applicable Law, order, decree, regulation or rule of
         (A) a governmental entity or court or (B) any regulatory entity,
         securities commission or stock exchange; or (z) is acquired
         independently and without a confidential restriction from a third party
         who represents that it has the right to disseminate it at the time it
         is acquired by Seller.

         11.02 Brokers. Regardless of whether the Closing shall occur, (a)
Seller shall indemnify and hold harmless Buyer and the Companies and their
Affiliates from and against any and all liability for any brokers' or finders'
fees (and any court costs and attorneys' fees) arising with


                                      -41-
<PAGE>
respect to brokers or finders retained or engaged by Seller or any of its
Affiliates in respect of the transactions contemplated by this Agreement and (b)
Buyer shall indemnify and hold harmless Seller and its Affiliates from and
against any and all liability for any brokers' or finders' fees (and court costs
and attorneys' fees) arising with respect to brokers or finders retained or
engaged by Buyer or any of its Affiliates in respect of the transactions
contemplated by this Agreement.

         11.03 Expenses. Except as specifically provided herein, each Party
hereto shall pay all legal and other costs and expenses incurred by such Party
or any of its Affiliates in connection with this Agreement and the transactions
contemplated hereby.

         11.04 Notices. Any notice, request, instruction, correspondence or
other communication to be given or made hereunder by either Party to the other
(herein collectively called "NOTICE") shall be in writing and (a) delivered by
hand, (b) mailed by certified mail, postage prepaid and return receipt
requested, (c) sent by telecopier or (d) sent by Express Mail, Federal Express
or other express delivery service, as follows:

               If to Seller, addressed to:

               CMS Oil and Gas Company
               1021 Main Street, Suite 2800
               Houston, Texas 77002-6606
               Attention:  William H. Stephens III
               Telephone:  (713) 651-1700
               Telecopier: (713) 230-7161

               If to Enterprises, addressed to:

               CMS Enterprises Company
               300 Town Center Drive, Suite 1100
               Fairlane Plaza South
               Dearborn, Michigan 48126
               Attention:  Belinda Foxworth
               Telephone:  313-436-9458
               Telecopier: 313-436-9225

               If to Buyer, addressed to:

               Marathon E.G. Holding Limited
               c/o Caledonian Bank & Trust Limited
               PO Box 1043
               George Town, Grand Cayman, British West Indies
               Attention:  Fiona M. Barrie
               Telephone:  345-949-0050
               Telecopier: 345-949-8062


                                      -42-
<PAGE>
               with a copy to:

               Marathon Oil Company
               5555 San Felipe Street
               Houston, Texas  77056-2799
               Attention:  Richard L. Horstman
               Telephone:  (713) 296-2500
               Telecopier: (713) 513-4172

Notice given by hand, Federal Express or other express delivery service or by
mail shall be effective upon actual receipt. Notice given by telecopier shall be
effective upon actual receipt if received during the recipient's normal business
hours, or at the beginning of the recipient's next business day after receipt if
not received during the recipient's normal business hours. All Notices by
facsimile shall be confirmed promptly after transmission in writing by certified
mail or personal delivery. No Notice shall be given to or by the Companies. Any
Party may change any address to which Notice is to be given to it by giving
Notice as provided above of such change of address.

         11.05 Governing Law. THE PROVISIONS OF THIS AGREEMENT, THE SCHEDULES
HERETO AND THE DOCUMENTS DELIVERED PURSUANT HERETO SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS
(EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER SUCH MATTERS
TO THE LAWS OF ANOTHER JURISDICTION), EXCEPT TO THE EXTENT THAT SUCH MATTERS ARE
MANDATORILY SUBJECT TO THE LAWS OF ANOTHER JURISDICTION PURSUANT TO THE LAWS OF
SUCH OTHER JURISDICTION. THE PARTIES IRREVOCABLY CONSENT AND SUBMIT TO THE STATE
AND FEDERAL COURTS IN THE STATE OF TEXAS AS THE EXCLUSIVE VENUE FOR ANY DISPUTE
ARISING OUT OF OR RELATING TO THIS AGREEMENT (EXCEPT FOR MATTERS SUBJECT TO
RESOLUTION BY ERNST & YOUNG UNDER SECTION 2.05 OR SUBJECT TO ARBITRATION UNDER
SECTION 10.03).

         11.06 Waiver of Jury Trial. THE PARTIES VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY OTHER TRANSACTION DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY OF THE PARTIES HERETO.
THE PARTIES HERETO HEREBY AGREE THAT THEY WILL NOT SEEK TO CONSOLIDATE ANY SUCH
LITIGATION WITH ANY OTHER LITIGATION IN WHICH A JURY TRIAL HAS NOT OR CANNOT BE
WAIVED. THE PROVISIONS OF THIS SECTION 11.06 HAVE BEEN FULLY NEGOTIATED BY THE
PARTIES HERETO AND SHALL BE SUBJECT TO NO EXCEPTIONS.

         11.07 Entire Agreement; Amendments and Waivers. This Agreement,
together with all Schedules hereto and the Confidentiality Agreement,
constitutes the entire agreement between the Parties pertaining to the subject
matter hereof and supersedes all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the Parties. No supplement,
modification or waiver of this Agreement shall be binding unless executed in
writing by the Party to be bound thereby. No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a


                                      -43-
<PAGE>
waiver of any other provision hereof (regardless of whether similar), nor shall
any such waiver constitute a continuing waiver unless otherwise expressly
provided.

         11.08 Binding Effect and Assignment. This Agreement shall be binding
upon and inure to the benefit of the Parties and their respective permitted
successors and assigns. Neither this Agreement nor any of the rights, benefits
or obligations hereunder shall be assigned, by operation of law or otherwise, by
any Party hereto prior to the Closing without the prior written consent of the
other Party, except that Seller may assign all of its rights, benefits and
obligations hereunder to an Affiliate without being released from its
obligations hereunder. Except as expressly provided herein, nothing in this
Agreement is intended to confer upon any Person other than the Parties and their
respective permitted successors and assigns, any rights, benefits or obligations
hereunder.

         11.09 Severability. If any one or more of the provisions contained in
this Agreement or in any other document delivered pursuant hereto shall for any
reason, be held to be invalid, illegal or unenforceable in any material respect,
such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement or any other such document.

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

         11.11 Survival of Representations. The representations and warranties
in this Agreement shall survive the Closing except for the representations and
warranties of Seller, that shall terminate 24 months after the Closing.

         11.12 Time of the Essence. The Parties agree and acknowledge that time
is of the essence of this Agreement.

         11.13 Counterparts; Facsimile. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
shall constitute but one agreement. The Parties hereto agree that any document
or signature delivered by facsimile transmission shall be deemed an original
executed document for all purposes hereof.

         11.14 No Third Party Beneficiaries. This Agreement is not intended to
and shall not confer upon any Person, other than the Parties hereto (and Persons
specifically granted indemnification rights hereunder), any rights or remedies
with respect to the subject matter or any provision hereof.

      [Remainder of page intentionally left blank. Signature page follows.]


                                      -44-
<PAGE>
         IN WITNESS WHEREOF, the Parties have duly executed this Agreement the
day and year first written above.

SELLER:                                CMS OIL AND GAS COMPANY



                                       By:  /s/ William H. Stephens III
                                           ------------------------------------
                                             William H. Stephens III
                                             Executive Vice President



BUYER:                                 MARATHON E.G. HOLDING LIMITED



                                       By:  /s/ J.F. Meara
                                           ------------------------------------
                                            J.F. Meara
                                            Director


                 [SIGNATURE PAGE 1 TO STOCK PURCHASE AGREEMENT]
<PAGE>
         Marathon, in consideration of the premises, the agreements and the
covenants contained herein, and the benefits it is deriving from the execution
and delivery of this Agreement and the transactions contemplated hereby, the
receipt and sufficiency of which is hereby acknowledged, hereby unconditionally
and irrevocably guarantees payment to Seller and Enterprises and performance by
Buyer of the obligations of Buyer under this Agreement (the "BUYER
OBLIGATIONS"), subject to any defenses of Buyer under this Agreement (except
those enumerated hereafter), but Marathon waives (i) any defense that may arise
by reason of incapacity, lack of authority, invalidity, bankruptcy or insolvency
of Buyer, (ii) any defense based on election of remedies, (iii) any requirement
that Seller or Enterprises pursue or exhaust any remedy against Buyer or (iv)
any defense based on or any right to consent to any amendment, waiver,
modification or supplement of this Agreement or any provision hereof or of the
Buyer Obligations. Marathon acknowledges and agrees that the guaranty set forth
above is a guaranty of payment and performance and not merely a guaranty of
collection, that Marathon is liable as a primary obligor and, except as provided
in the first sentence of this paragraph, that the obligations of Marathon under
the guaranty set forth above shall not be released, discharged or in any way
affected by any circumstance or condition whatsoever that might otherwise
constitute a legal or equitable defense or discharge of a guarantor, indemnitor
or surety or that might otherwise limit recourse against Marathon under any
applicable law. Should Seller or Enterprises be obligated by an reorganization,
insolvency, bankruptcy or other law to repay to Buyer, Marathon or to any
guarantor or surety or to any trustee, receiver or other representative of any
of them, any amounts previously paid by Buyer or Marathon pursuant to this
Agreement, then the guaranty of Marathon set forth above shall be reinstated in
the amount of such repayments. Marathon consents to and agrees to be bound by
the provisions of Articles VII, X and XI (as if it were Buyer) with respect to
any claims under this guaranty.

                                       MARATHON OIL COMPANY


                                       By:  /s/ S. J. Lowden
                                          -------------------------------------
                                            S. J. Lowden
                                            Senior Vice President



                 [SIGNATURE PAGE 2 TO STOCK PURCHASE AGREEMENT]
<PAGE>
         Enterprises, in consideration of the premises, the agreements and the
covenants contained herein, and the benefits it is deriving from the execution
and delivery of this Agreement and the transactions contemplated hereby, the
receipt and sufficiency of which is hereby acknowledged, hereby unconditionally
and irrevocably guarantees payment to Buyer and Marathon and performance by
Seller of the obligations of Seller under this Agreement (the "SELLER
OBLIGATIONS"), subject to any defenses of Seller under this Agreement (except
those enumerated hereafter), but Enterprises waives (i) any defense that may
arise by reason of incapacity, lack of authority, invalidity, bankruptcy or
insolvency of Seller, (ii) any defense based on election of remedies, (iii) any
requirement that Buyer or Marathon pursue or exhaust any remedy against Seller
or (iv) any defense based on or any right to consent to any amendment, waiver,
modification or supplement of this Agreement or any provision hereof or of the
Seller Obligations. Enterprises acknowledges and agrees that the guaranty set
forth above is a guaranty of payment and performance and not merely a guaranty
of collection, that Enterprises is liable as a primary obligor and, except as
provided in the first sentence of this paragraph, that the obligations of
Enterprises under the guaranty set forth above shall not be released, discharged
or in any way affected by any circumstance or condition whatsoever that might
otherwise constitute a legal or equitable defense or discharge of a guarantor,
indemnitor or surety or that might otherwise limit recourse against Enterprises
under any applicable law. Should Buyer or Marathon be obligated by an
reorganization, insolvency, bankruptcy or other law to repay to Seller,
Enterprises or to any guarantor or surety or to any trustee, receiver or other
representative of any of them, any amounts previously paid by Seller or
Enterprises pursuant to this Agreement, then the guaranty of Enterprises set
forth above shall be reinstated in the amount of such repayments. Enterprises
consents to and agrees to be bound by the provisions of Articles VII, X and XI
(as if it were Seller) with respect to any claims under this guaranty.

                                       CMS ENTERPRISES COMPANY


                                       By: /s/ Alan M. Wright
                                          -------------------------------------
                                            Alan M. Wright
                                            Executive Vice President and
                                            Chief Financial Officer



                 [SIGNATURE PAGE 3 TO STOCK PURCHASE AGREEMENT]
<PAGE>


                           PURCHASE AND SALE AGREEMENT



                                 BY AND BETWEEN



                          CMS GAS TRANSMISSION COMPANY



                                       AND



                              MARATHON OIL COMPANY







                                OCTOBER 31, 2001
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page

<S>                                                                         <C>
ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION...............................1

   1.01   Definitions.........................................................1

   1.02   Construction........................................................6

ARTICLE II PURCHASE AND SALE..................................................6

   2.01   Transfer of Ownership Interest......................................6

   2.02   Purchase Price......................................................6

   2.03   Estimate of Working Capital.........................................7

   2.04   Working Capital Adjustments.........................................7

   2.05   Settlement Statement................................................7

ARTICLE III CLOSING...........................................................8

   3.01   Time and Place of Closing...........................................8

   3.02   Deliveries by Seller................................................8

   3.03   Deliveries by Buyer.................................................9

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER...........................9

   4.01   Existence and Qualification.........................................9

   4.02   Authority, Approval and Enforceability..............................9

   4.03   Capitalization of the AMPCO Companies..............................10

   4.04   No Conflicts.......................................................10

   4.05   Financial Statements...............................................11

   4.06   Material Contracts.................................................11

   4.07   Absence of Certain Changes.........................................12

   4.08   Employees..........................................................13

   4.09   Insurance..........................................................13

   4.10   Litigation.........................................................13

   4.11   Liability for Brokers' Fees........................................13

   4.12   Compliance with Laws...............................................13
</TABLE>


                                      -i-
<PAGE>
<TABLE>
<S>                                                                           <C>
   4.13   Consents and Preferential Rights....................................13

   4.14   Taxes...............................................................14

   4.15   Intellectual Property...............................................15

   4.16   Data Room and Information...........................................15

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER.............................15

   5.01   Corporate Existence and Qualification...............................15

   5.02   Authority, Approval and Enforceability..............................15

   5.03   No Default or Consents..............................................16

   5.04   Investment..........................................................16

   5.05   Financial Capacity..................................................16

   5.06   Liability for Brokers' Fees.........................................16

   5.07   No Knowledge of Seller's Breach.....................................16

ARTICLE VI COVENANTS OF SELLER AND BUYER......................................17

   6.01   Access..............................................................17

   6.02   Operation of Business...............................................17

   6.03   Satisfaction of Buyer's Conditions..................................19

   6.04   Press Releases......................................................19

   6.05   Insurance...........................................................19

   6.06   Satisfaction of Seller's Conditions.................................19

   6.07   Breach Notice.......................................................20

   6.08   Uncollected Accounts Receivable.....................................20

   6.09   Consents and Preferential Rights....................................20

   6.10   Preservation of Books and Records; Access...........................20

   6.11   Further Assurances..................................................20

   6.12   Casualty Loss.......................................................20

ARTICLE VII TAX MATTERS.......................................................21

   7.01   Preparation and Filing of Tax Returns...............................21

   7.02   Retention of Information............................................22

   7.03   Indemnification by Seller...........................................22

   7.04   Buyer Tax Indemnification...........................................22
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<S>                                                                          <C>
   7.05   Tax Indemnification Procedures......................................23

   7.06   Mutual Cooperation..................................................23

   7.07   Survival............................................................24

   7.08   Conflict............................................................24

ARTICLE VIII CLOSING CONDITIONS...............................................24

   8.01   Conditions to Obligations of Seller.................................24

   8.02   Conditions to Obligations of Buyer..................................25

ARTICLE IX TERMINATION........................................................27

   9.01   Termination.........................................................27

   9.02   Effect of Termination...............................................27

ARTICLE X INDEMNIFICATION; SCOPE OF REPRESENTATIONS; LIMITATIONS..............28

   10.01    Indemnification...................................................28

   10.02    Indemnification Procedures........................................29

   10.03    Exclusive Remedy..................................................30

   10.04    Independent Investigation.........................................30

   10.05    Scope of Representations..........................................30

ARTICLE XI MISCELLANEOUS......................................................31

   11.01    Confidentiality...................................................31

   11.02    Brokers...........................................................31

   11.03    Expenses..........................................................31

   11.04    Notices...........................................................31

   11.05    Governing Law.....................................................32

   11.06    Waiver of Jury Trial..............................................32

   11.07    Entire Agreement; Amendments and Waivers..........................33

   11.08    Binding Effect and Assignment.....................................33

   11.09    Severability......................................................33

   11.10    Headings and Schedules............................................33

   11.11    Survival of Representations.......................................33

   11.12    Time of the Essence...............................................33
</TABLE>


                                     -iii-



<PAGE>
<TABLE>
<S>                                                                          <C>
   11.13    Counterparts; Facsimile...........................................33

   11.14    No Third Party Beneficiaries......................................33
</TABLE>


                                   SCHEDULES
<TABLE>
<S>            <C>
1.01(a)        -      Knowledge of Persons of Buyer
1.01(b)        -      Knowledge of Persons of Seller
2.03(a)        -      Statement of Preliminary Working Capital Adjustment
2.03(b)        -      Estimate of Working Capital as of September 30, 2001
3.02(a)(i)     -      Form of Marketing Instrument of Conveyance
3.02(a)(ii)    -      Form of Services Instrument of Conveyance
4.05           -      Financial Statements
4.06(a)(i)     -      Material Contracts
4.06(a)(ii)    -      Pending Material Contracts
4.06(c)        -      Matters Relating to Material Contracts
4.08           -      Employees
4.09           -      Policies of Insurance
4.10           -      Claims and Litigation
4.12           -      Compliance with Law
4.13           -      Consents and Preferential Purchase Rights
4.14           -      Tax Matters
8.01(e)        -      Certain Approvals (Seller's Closing Conditions)
8.02(c)        -      Form of Resignation
8.02(f)        -      Certain Approvals (Buyer's Closing Conditions)
</TABLE>

                                      -iv-


<PAGE>
                           PURCHASE AND SALE AGREEMENT

         This PURCHASE AND SALE AGREEMENT (this "AGREEMENT"), executed as of
October 31, 2001 (the "EXECUTION DATE"), is by and between CMS GAS TRANSMISSION
COMPANY, a company formed under the laws of the State of Michigan ("SELLER"),
and MARATHON OIL COMPANY, a corporation formed under the laws of the State of
Ohio ("BUYER"). Seller and Buyer shall be referred to herein each as a "PARTY"
and collectively as the "PARTIES."

                                    RECITALS

         A. Seller owns fifty percent (50%) of AMPCO Marketing, L.L.C., a
limited liability company organized under the laws of the State of Michigan
("MARKETING"), and fifty percent (50%) of AMPCO Services, L.L.C., a limited
liability company organized under the laws of the State of Michigan ("SERVICES"
and, together with Marketing, the "AMPCO COMPANIES").

         B. Buyer desires to purchase from Seller, and Seller desires to sell to
Buyer, all of Seller's ownership interest in the AMPCO Companies, upon the terms
and subject to the conditions contained herein.

         NOW, THEREFORE, in consideration of the premises, agreements and
covenants contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Buyer
agree, upon the terms and subject to the conditions contained herein, as
follows:

                                   ARTICLE I
                      DEFINITIONS AND RULES OF CONSTRUCTION

       1.01 Definitions. Capitalized terms used herein shall have the meaning
ascribed to them in this Article I unless such terms are defined elsewhere in
this Agreement.

         "ACTUAL WORKING CAPITAL AMOUNT" shall have the meaning ascribed to such
term in Section 2.05(e).

         "ADJUSTED PURCHASE PRICE" shall have the meaning ascribed to such term
in Section 2.02.

         "AFFILIATE" shall mean, with respect to any Person, any other Person
controlling, controlled by or under common control with such Person. The term
"control" as used in the preceding sentence means, with respect to a
corporation, the right to exercise, directly or indirectly, fifty percent (50%)
or more of the voting rights attributable to the shares of the controlled
corporation, or with respect to any Person other than a corporation, the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person. The AMPCO Companies
shall not be considered Affiliates of Buyer (or any of its Affiliates) or Seller
(or any of its Affiliates), and neither Buyer (nor its Affiliates) nor Seller
(nor its Affiliates) shall be considered Affiliates of either of the AMPCO
Companies.

         "AGREEMENT" shall have the meaning ascribed to such term in the
preamble.

         "AMPCO COMPANIES" shall have the meaning ascribed to such term in
Recital A.



                                       1

<PAGE>
         "APPROVAL" shall mean an authorization, consent, approval or waiver of,
clearance by, required notice to or registration or filing with, a Governmental
Authority or other Person and the expiration or termination of all prescribed
waiting or review periods with respect to any of the foregoing.

         "ASSOCIATES AGREEMENT" shall mean the Share Purchase Agreement dated
October 31, 2001 pursuant to which, among other things, CMS Methanol Company has
agreed to sell, and Marathon E.G. Holding Limited has agreed to purchase, CMS
Methanol Company's right, title, and interest in and to Atlantic Methanol
Associates LLC.

         "BASE PURCHASE PRICE" shall have the meaning ascribed to such term in
Section 2.02.

         "BREACH NOTICE" shall have the meaning ascribed to such term in Section
6.07.

         "BUSINESS" shall mean the business and operations of the AMPCO
Companies.

         "BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a
United States federal or Texas state banking holiday.

         "BUYER" shall have the meaning ascribed to such term in the preamble.

         "BUYER INDEMNIFIED PARTIES" shall mean Buyer, its Affiliates and their
respective directors, officers, employees, agents and representatives.

         "CLAIM NOTICE" shall have the meaning ascribed to such term in Section
10.01(b)(ii).

         "CLOSING" shall have the meaning ascribed to such term in Section 3.01.

         "CLOSING DATE" shall have the meaning ascribed to such term in Section
3.01.

         "CODE" shall mean the Internal Revenue Code of 1986, as amended, and
the applicable Treasury Regulations thereunder.

         "CONFIDENTIALITY AGREEMENT" shall have the meaning ascribed thereto in
Section 11.01.

         "CREDITORS' RIGHTS" shall have the meaning ascribed to such term in
Section 4.02.

         "DATA ROOM" shall mean that data room located in Houston, Texas,
prepared by Seller to assist Persons interested in acquiring the AMPCO Companies
with an evaluation of the AMPCO Companies.

         "DEDUCTIBLE" shall have the meaning ascribed to such term in Section
10.01(b)(iv).

         "DOLLARS," "US$" or "$" shall mean the lawful currency of the United
States of America.

         "DUE DILIGENCE PERIOD" shall have the meaning ascribed to such term in
Section 6.01.

         "EXECUTION DATE" shall have the meaning ascribed to such term in the
preamble.

         "FINANCIAL STATEMENTS" shall have the meaning ascribed to such term in
Section 4.05.



                                       2
<PAGE>
         "GAAP" shall mean generally accepted accounting principles in effect in
the United States of America.

         "GOVERNMENTAL AUTHORITY" shall mean any government, governmental
agency, authority, entity or instrumentality or any court thereof.

         "INDEMNIFIED LOSSES" shall mean any and all Losses reduced by any Tax
benefit actually realized and by the amount of the amount of any insurance
proceeds actually recovered from any Person that is not an Affiliate of any
Person entitled to indemnification hereunder, but only to the extent that the
Person entitled to indemnification did not negligently or intentionally take
actions that materially exacerbated such Losses, provided that Indemnified
Losses shall not include any Losses attributable to matters for which an
adjustment to the Base Purchase Price has been made pursuant to Section 2.03 or
2.05.

         "INDEMNIFIED PARTY" shall have the meaning ascribed to such term in
Section 10.02.

         "INDEMNIFYING PARTY" shall have the meaning ascribed to such term in
Section 10.02.

         "INTELLECTUAL PROPERTY" shall mean all trademarks, service marks, trade
names, patents, trade secrets and copyrights used by either of the Companies
that, in each case, is material to the Business of either of the Companies.

         "INTERCOMPANY AGREEMENTS" shall have the meaning ascribed to such term
in Section 4.06(a)(ix).

         "KNOWLEDGE" shall mean the actual knowledge of the persons listed in
Schedule 1.01(a), in the case of Buyer, and those listed on Schedule 1.01(b), in
the case of Seller; provided, however, that such persons shall be assumed to
have actual knowledge of items if there is persuasive evidence that such persons
must have had knowledge by virtue of their respective roles and functions.

         "LAW" shall mean any constitution, statute, code, regulation, rule,
injunction, judgment, order, decree, ruling (including any agreement with a
Governmental Authority having the force of law), charge or other restriction of
any applicable Governmental Authority.

         "LOSSES" shall mean all losses, costs, and expenses, including
attorneys' fees and expenses; provided, however, that for the avoidance of
doubt, any Losses suffered by either or both of the AMPCO Companies shall only
constitute Losses to Buyer to the extent of the fifty percent (50%) ownership
interest in the AMPCO Companies.

         "MARKETING" shall have the meaning given to such term in Recital A.

         "MARKETING INSTRUMENT OF CONVEYANCE" shall have the meaning ascribed to
such term in Section 3.02(a)(i).

         "MARKETING MEMBERS' AGREEMENT" shall mean the Members' Agreement for
Marketing effective December 22, 1998.

         "MATERIAL ADVERSE EFFECT" shall mean an adverse effect on the business,
financial condition or assets of the AMPCO Companies that results in Losses to
Buyer or the AMPCO Companies of



                                       3
<PAGE>
$1,000,000 or more, excluding matters (such as, without limitation, decreases in
the prices received by Marketing for methanol) that are general, regional,
industry-wide or economy-wide developments and excluding political events and
conditions; provided, however, that for the avoidance of doubt Buyer shall be
deemed to suffer Losses as a result of adverse effects on the AMPCO Companies to
the extent of the percentage ownership interest in such Companies that is being
acquired by Buyer.

         "MATERIAL CONTRACTS" shall have the meaning ascribed to such term in
Section 4.06(a).

         "MEASUREMENT DATE" shall mean 7:01 a.m. Equatorial Guinea time on
January 1, 2002.

         "NOTICE" shall have the meaning ascribed to such term in Section 11.04.

         "NOTICE PERIOD" shall have the meaning ascribed to such term in Section
10.02.

         "PARTY" or "PARTIES" shall have the meaning ascribed to such term in
the preamble.

         "PERMITTED ENCUMBRANCES" shall mean (i) the terms and conditions of the
Material Contracts and the Pending Material Contracts, (ii) matters disclosed in
any Schedule to this Agreement, (iii) sales contracts terminable without penalty
upon no more than thirty (30) days' notice to the purchaser of methanol; (iv)
materialman's, mechanic's, repairman's, employee's, contractor's, tax, and other
similar liens or charges arising in the ordinary course of business for
obligations that are not yet due; (v) easements, rights-of-way, servitudes,
permits, surface leases and other rights of third parties in respect of surface
operations, to the extent the same do not have a Material Adverse Effect on the
conduct of the Business of the AMPCO Companies; (vi) rights reserved to or
vested in a Governmental Authority having jurisdiction to control or regulate
the Business of the AMPCO Companies in any manner whatsoever, and all Laws of
such Governmental Authorities, and (vii) any other matters that do not
materially interfere with the normal and ordinary course of the Business of the
AMPCO Companies and that would not be considered material when applying general
standards in the methanol industry.

         "PERSON" shall mean an individual, partnership, corporation,
joint-venture, trust, estate, unincorporated organization or association or
other legal entity.

         "PRELIMINARY WORKING CAPITAL AMOUNT" shall have the meaning ascribed to
such term in Section 2.03.

         "REASONABLE EFFORTS" shall mean the taking by a Party of such action as
would be in accordance with reasonable commercial practices as applied to the
particular matter in question; provided, however, that such action shall not
include the incurrence of unreasonable expense.

         "RECORDS" shall mean and include all originals and copies (except where
the context indicates that only originals or copies are being referred to) of
minute books, tax records, agreements, documents, computer files and tapes,
maps, books, records, accounts and files of the AMPCO Companies relating to the
AMPCO Companies and the Business.

         "SCHEDULE" shall mean any schedule attached to and made a part of this
Agreement.

         "SELLER" shall have the meaning ascribed to such term in the preamble.



                                       4
<PAGE>
         "SELLER INDEMNIFIED PARTIES" shall mean Seller, its Affiliates and
their respective directors, officers, employees, agents and representatives.

         "SERVICES" shall have the meaning given to such term in Recital A.

         "SERVICES INSTRUMENT OF CONVEYANCE" shall have the meaning ascribed to
such term in Section 3.02(a)(ii).

         "SERVICES MEMBERS' AGREEMENT" shall mean the Members' Agreement for
Services effective December 22, 1998.

         "SETTLEMENT STATEMENT" shall have the meaning ascribed to such term in
Section 2.05(a).

         "TAX" or "TAXES" shall mean any federal, state, local or foreign
income, gross receipts, license, payroll, employment, excise, severance, premium
windfall profits, environmental, customs duties, capital stock, capital gain,
petroleum profits, value added, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, minimum, alternative or add-on minimum, estimated
or other tax of any kind whatsoever, including any interest, penalty or addition
thereto, whether disputed or not.

         "TAX CLAIM" shall mean any Losses arising out of a breach of the
representations and warranties in Section 4.14 or any of the provisions of
Article VII.

         "TAX INDEMNIFIED PARTY" shall have the meaning ascribed to that term in
Section 7.05(a).

         "TAX INDEMNIFYING PARTY" shall have the meaning ascribed to that term
in Section 7.05(a).

         "TAX ITEMS" shall have the meaning ascribed to that term in Section
4.14(a).

         "TAX RETURN" shall have the meaning ascribed to that term in Section
4.14(a).

         "THIRD PARTY CLAIM" shall mean any claim, action or proceeding made or
brought by any Person who or that is not a Party or an Affiliate of the Party
seeking indemnification.

         "TRANSFER TAXES" shall mean all transfer, sales, use, stamp,
registration or other similar Taxes or fees resulting from the transactions
contemplated by this Agreement.

         "UNCOLLECTED ACCOUNTS RECEIVABLE" shall have the meaning ascribed to
such term in Section 2.05(b).

         "UPSTREAM AGREEMENT" shall mean the Stock Purchase Agreement dated
October 31, by and between CMS Oil and Gas Company, CMS Enterprises Company,
Marathon E.G. Holding Limited and Marathon.

         "WORKING CAPITAL" shall mean the combined total current assets,
including inventory, less combined total current liabilities of the AMPCO
Companies as defined by GAAP



                                       5
<PAGE>
       1.02 Construction.

              (a) All article, section, subsection, schedule and exhibit
       references used in this Agreement are to articles, sections, subsections,
       schedules and exhibits to this Agreement unless otherwise specified.

              (b) The schedules and exhibits attached to this Agreement
       constitute a part of this Agreement and are incorporated herein for all
       purposes.

              (c) Unless the context of this Agreement clearly requires
       otherwise (i) the singular shall include the plural and the plural shall
       include the singular wherever and as often as may be appropriate, (ii)
       the words "includes" or "including" shall mean "including without
       limitation," (iii) the words "hereof," "hereby," "herein," "hereunder"
       and similar terms in this Agreement shall refer to this Agreement as a
       whole and not any particular section or article in which such words
       appear and (iv) any reference to a statute, regulation or law shall
       include any amendment thereof or any successor thereto and any rules and
       regulations promulgated thereunder.

              (d) Currency amounts referenced herein, unless otherwise
       specified, are in United States Dollars.

              (e) Whenever this Agreement refers to a number of days, such
       number shall refer to calendar days unless Business Days are specified.

              (f) All accounting terms used herein and not expressly defined
       herein shall have the meanings given to them under GAAP. References to
       GAAP herein shall refer to such principles in effect in the United States
       of America as of the date of the statement to which such phrase refers.

                                   ARTICLE II
                                PURCHASE AND SALE

       2.01 Transfer of Ownership Interest. Upon the terms and subject to the
conditions of this Agreement, at the Closing, Buyer agrees to purchase all of
Seller's right, title, and interest in and to the AMPCO Companies and to deliver
payment for such interests as provided in Section 2.02, and Seller agrees to
sell, assign and deliver to Buyer all of Seller's right, title, and interest in
and to the AMPCO Companies, subject to the receipt of payment as provided in
Section 2.02.

       2.02 Purchase Price. The consideration to be paid by Buyer to Seller at
Closing for interest in the AMPCO Companies shall be Ten Dollars ($10.00) (the
"BASE PURCHASE PRICE") as adjusted by fifty percent (50%) of the Preliminary
Working Capital Amount according to Section 2.04 (the Base Purchase price, as
adjusted, shall be referred to herein as the "ADJUSTED PURCHASE PRICE"). In
addition, if the Closing occurs later than January 3, 2002 pursuant to the
provisions of Section 3.01, the Adjusted Purchase Price shall be increased by an
amount equal to the capital contributions, if any, made by Seller to the AMPCO
Companies on or after the Measurement Date and interest on the Adjusted Purchase
Price from and including January 3, 2002 up to but excluding the Closing Date
calculated at a per annum interest rate of five percent (5%).



                                       6
<PAGE>
       2.03 Estimate of Working Capital. Seller shall deliver to Buyer no later
than five (5) Business Days prior to the Closing Date a statement setting forth
Seller's reasonable estimate of the Working Capital of the AMPCO Companies as of
the Measurement Date in the format set forth in Schedule 2.03(a) (the
"PRELIMINARY WORKING CAPITAL AMOUNT"). Attached as Schedule 2.03(b) for
illustrative purposes only is a completed statement setting forth the Working
Capital of AMPCO Companies as of September 30, 2001. Such statement shall be
accompanied by a worksheet setting forth in reasonable detail Seller's
calculations used to estimate the Preliminary Working Capital Amount. Seller
shall provide Buyer with reasonable access to the data used to prepare the
Preliminary Working Capital Adjustment and the worksheet.

       2.04 Working Capital Adjustments. If the Preliminary Working Capital
Amount is positive, Buyer shall pay Seller, at the Closing, in addition to the
Base Purchase Price, an amount equal to fifty percent (50%) of such Preliminary
Working Capital Amount. If the Preliminary Working Capital Amount is negative,
the Base Purchase Price payment by Buyer to Seller pursuant to Section 2.02
shall be reduced by fifty percent (50%) of the amount of such Preliminary
Working Capital Amount.

       2.05 Settlement Statement.

              (a) Within 120 days following the Closing Date, Seller and Buyer
       shall jointly prepare a statement (the "SETTLEMENT STATEMENT"), which
       shall provide the actual Working Capital of the AMPCO Companies as of the
       Measurement Date based on actual revenues earned and obligations incurred
       up to and including the Measurement Date, subject to the adjustment
       provided for in Section 2.05(b); provided, however, that for purposes of
       this Section 2.05 the value of the AMPCO Companies' inventory of methanol
       included in the determination of Working Capital shall be the value
       determined by multiplying the volume of methanol as of the Measurement
       Date as established by a review of the AMPCO Companies' records, by the
       U.S. average spot price for methanol on the Measurement Date as published
       in the bi-weekly DeWitt Methanol and Derivatives newsletter. The
       Settlement Statement shall also specify any adjustments to the Adjusted
       Purchase Price made pursuant to the last sentence of Section 2.02 if the
       Closing Date occurs after January 3, 2002.

              (b) Except for accounts receivable from Atlantic Methanol
       Associates LLC and Atlantic Methanol Production Company LLC or between
       the AMPCO Companies, any accounts receivable as of the Measurement Date
       that have not been collected (net of any payables due to any company as
       to which there is such an account receivable) as of the date of the
       Settlement Statement (the "UNCOLLECTED ACCOUNTS RECEIVABLE") shall be
       deemed to have zero value and will not be included in the Settlement
       Statement.

              (c) If Buyer and Seller shall be unable to agree on the Settlement
       Statement within 120 days after the Closing Date, the public accounting
       firm of Ernst & Young, or such other nationally recognized public
       accounting firm as is mutually acceptable to Buyer and Seller, shall be
       engaged to make its determination of any amounts in dispute (and only
       such amounts). Each Party shall bear and pay one-half of the fees and
       other costs charged by such accounting firm.

              (d) If any accounting firm is engaged as provided in Section
       2.05(b), Seller and Buyer agree to provide such accounting firm with a
       detailed statement itemizing any amounts in dispute and all books,
       Records and other information relevant to the



                                       7
<PAGE>
       determination of the amounts in dispute. Such accounting firm shall be
       instructed to use a materiality standard as such firm may determine to be
       reasonable under the circumstances, in light of the cost to be incurred
       and the amounts at issue. Each Party shall each be permitted to provide
       expert testimony to such accounting firm supporting such Party's
       position, and such accounting firm shall take such testimony into
       account. Such accounting firm shall be instructed to make such
       calculations as soon as practicable. The final determination of any of
       the aforesaid disputed items pursuant to this Section 2.05(d) shall be
       binding on the Parties.

              (e) If the actual Working Capital of the AMPCO Companies on the
       Measurement Date as agreed by the Parties or determined by the
       aforementioned accounting firm (the "ACTUAL WORKING CAPITAL AMOUNT")
       differs from the Preliminary Working Capital Amount, then Buyer shall pay
       Seller, or Seller shall pay Buyer, as the case may be, by wire transfer
       in immediately available funds, within five (5) Business Days after final
       determination of the Actual Working Capital Amount, the sum of (i) fifty
       percent (50%) of the difference (whether positive or negative) between
       the Preliminary Working Capital Amount and the Actual Working Capital
       Amount and interest on such amount at a rate of eight percent (8%) per
       annum, compounded monthly, from the Closing Date to the date of payment.

                                  ARTICLE III
                                     CLOSING

       3.01 Time and Place of Closing. Subject to fulfillment or waiver of the
conditions precedent specified in Sections 8.01 and 8.02, the consummation of
the transactions contemplated by this Agreement (the "CLOSING") shall take place
at the offices of Vinson & Elkins L.L.P., 1001 Fannin, Houston, Texas commencing
at 8:00 a.m. local time (a) on January 3, 2002 (provided, however, that such
date shall be extended (i) for any period of time that Seller is attempting to
cure a breach in accordance with the provisions of Section 6.07 or (ii) for any
period of time that the respective Affiliate of Seller has extended the date for
closing the transactions contemplated by the Associates Agreement or the
Upstream Agreement, in each case through and including, but no later than, April
2, 2002) or (b) on such other date as Buyer and Seller may mutually agree in
writing. The date upon which the Closing occurs shall be referred to herein as
the "CLOSING DATE."

       3.02 Deliveries by Seller.

              (a) Delivery of Documents. At the Closing, Seller shall deliver to
       Buyer:

                    (i) Two (2) originals of an assumption agreement duly
              executed by Seller in substantially the form attached hereto
              as Schedule 3.02(a)(i) with respect to the interest of Seller
              in and to Marketing (the "MARKETING INSTRUMENT OF
              CONVEYANCE");

                    (ii) Two (2) originals of an assumption agreement
              duly executed by Seller in substantially the form attached
              hereto as Schedule 3.02(a)(ii) with respect to the interest of
              Seller in and to Services (the "SERVICES INSTRUMENT OF
              CONVEYANCE"); and

                    (iii) All other documents, instruments and writings
              required to be delivered by Seller at the Closing pursuant to
              the terms of this Agreement.



                                       8
<PAGE>
              (b) Delivery of Records. On the Closing Date (or as soon
       thereafter as practicable), Seller shall deliver or cause to be delivered
       to Buyer all Records of the AMPCO Companies in Seller's possession,
       subject to the following provisions:

                    (i) Seller may retain the originals of all Records
              that contain information relating to the AMPCO Companies but
              principally relate to Seller or its Affiliates (with Buyer to
              receive copies thereof), and Seller may retain copies of all
              Records that contain information relating to Seller or its
              Affiliates but principally relate to the AMPCO Companies; and;

                    (ii) Seller may retain all Records prepared in
              connection with the sale of its interest in the AMPCO
              Companies, including offers received from prospective
              purchasers of such interests and any information relating to
              such offers, and need not deliver to Buyer or grant Buyer
              access to any such Records.

       3.03 Deliveries by Buyer. At the Closing, Buyer shall deliver to
Seller:

              (a) The Adjusted Purchase Price no later than 1:00 p.m., Houston
       time, on the Closing Date, by wire transfer of immediately available
       funds to an account designated by Seller;

              (b) Two (2) originals of the Marketing Instrument of Conveyance
       duly executed by Buyer;

              (c) Two (2) originals of the Services Instrument of Conveyance
       duly executed by Buyer; and

              (d) All other documents, instruments and writings required to be
       delivered by Buyer at the Closing pursuant to the terms of this
       Agreement.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF SELLER

       Seller represents and warrants to Buyer as of the date hereof as
follows:

       4.01 Existence and Qualification. Each of Seller and the AMPCO Companies
is a corporation or company duly organized and validly existing under the laws
of the State of Michigan. Each of Seller and the AMPCO Companies is duly
authorized to conduct business and is in good standing under the laws of each
jurisdiction where such qualification is required, except where the lack of such
qualification would not have a Material Adverse Effect. Each of the AMCPO
Companies has all requisite power and authority to own, operate and lease its
properties and to carry on the Business as presently conducted by it.

       4.02 Authority, Approval and Enforceability. Seller has all requisite
corporate power and authority to execute and deliver this Agreement and to
perform its obligations under this Agreement. The execution and delivery of this
Agreement by Seller and the performance of the transactions contemplated hereby
by Seller have been duly and validly approved by the Board of Directors of
Seller and by all other corporate action, if any, necessary on behalf of Seller.
This Agreement has been duly executed and delivered on behalf of Seller and
constitutes the legal, valid and binding


                                       9

<PAGE>
obligation of Seller, enforceable against Seller in accordance with its terms,
subject to applicable bankruptcy, insolvency or other similar laws relating to
or affecting the enforcement of creditors' rights generally and to general
principles of equity ("CREDITORS' RIGHTS"). At the Closing all documents
required hereunder to be executed and delivered by Seller will have been duly
authorized, executed and delivered by Seller and will constitute legal, valid
and binding obligations of Seller, enforceable in accordance with their terms,
subject to Creditors' Rights.

       4.03 Capitalization of the AMPCO Companies.

                     (a) The aggregate shareholders equity in Marketing as of
              September 30, 2001 was $24,982,704, as to $12,491,352 was
              allocable to Seller. Seller owns beneficially and of record fifty
              percent (50%) of the ownership interests in Marketing. Except as
              otherwise provided in the Marketing Members' Agreement, (i) the
              ownership interest of Seller in Marketing is free and clear of all
              mortgages, pledges, security interests, liens or encumbrances of
              any kind and are not subject to any agreements or understandings
              among any Persons with respect to the voting or transfer thereof,
              and (ii) there are no outstanding subscriptions, options,
              convertible securities, warrants, calls or other securities
              granting rights to purchase or otherwise acquire such ownership
              interest or any or any commitments or agreements of any character
              obligating Seller or Marketing to issue or transfer any ownership
              interest in Marketing.

                     (b) The aggregate shareholders equity in Services as of
              September 30, 2001 was $3,421,963, as to which $1,710,981.50 was
              allocable to Seller. Seller owns beneficially and of record fifty
              percent (50%) of the ownership interests in Services. Except as
              otherwise provided in the Services Members' Agreement, (i) the
              ownership interest of Seller in Services is free and clear of all
              mortgages, pledges, security interests, liens or encumbrances of
              any kind and are not subject to any agreements or understandings
              among any Persons with respect to the voting or transfer thereof
              and (ii) there are no outstanding subscriptions, options,
              convertible securities, warrants, calls or other securities
              granting rights to purchase or otherwise acquire such ownership
              interest or any commitments or agreements of any character
              obligating Seller or Services to issue or transfer any ownership
              interest in Services.

       4.04 No Conflicts. Except as provided in Schedule 4.13, neither the
execution and delivery of this Agreement nor the consummation of the
transactions contemplated herein will:

                     (a) conflict with or result in a breach, default or
              violation of the articles of incorporation or other governing
              documents of Seller or either of the AMPCO Companies;

                     (b) conflict with or result in a breach, default or
              violation of, any material agreement, document, instrument,
              judgment, decree, order, governmental permit, certificate or
              license to which Seller or either of the AMPCO Companies is a
              party or is subject that would have a Material Adverse Effect; or

                     (c) result in the creation of any lien, charge or other
              encumbrance upon any of the properties or assets of either of the
              AMPCO Companies that would have a Material Adverse Effect.



                                       10
<PAGE>
       4.05 Financial Statements.

                     (a) Attached as Schedule 4.05 are the unaudited balance
              sheet of each of the AMPCO Companies as of September 30, 2001 and
              the related statements of income for the period then ended. Such
              balance sheets and statements of income fairly present in all
              material respects the financial position of the AMPCO Companies as
              of such date and the results of their respective operations for
              such period and have been prepared in accordance with GAAP, except
              that footnotes and related schedules otherwise required by GAAP
              have not been included with such unaudited financial statements.

                     (b) The financial statements referred to in clause(a) above
              are hereinafter referred to as the "FINANCIAL STATEMENTS."

       4.06 Material Contracts.

                     (a) Except as listed on Schedule 4.06(a) (collectively, the
              "MATERIAL CONTRACTS"), neither of the AMPCO Companies is a party
              to or bound by any lease, agreement or other contract of the type
              described below currently in effect (except for those entered into
              after the Execution Date and prior to the Closing in accordance
              with Section 6.02):

                            (i) any agreements whereby either of the AMPCO
                     Companies guarantees any material obligation of Seller, any
                     of its Affiliates, or any other Person;

                            (ii) any employment agreements;

                            (iii) any agreement for capital expenditures or the
                     acquisition or construction of fixed assets that requires
                     future payments in excess of $50,000 (or the equivalent in
                     local currency);

                            (iv) any collective bargaining agreement with any
                     labor union;

                            (v) agreements, indentures or other instruments
                     relating to the borrowing, or the guarantee of any
                     borrowing, by either of the AMPCO Companies;

                            (vi) any agreement for the purchase or sale of
                     natural gas, methanol, or associated products with a term
                     of more than ninety (90) days;

                            (vii) any agreement for the sale of any asset (other
                     than sales of methanol or associated products in the
                     ordinary course of business) of either of the AMPCO
                     Companies for more than $250,000 (or the equivalent in
                     local currency);

                            (viii) any agreement that constitutes a lease under
                     which either of the AMPCO Companies is the lessor or lessee
                     of real or personal property, which lease (A) cannot be
                     terminated without penalty upon not more than thirty (30)
                     days notice and (B) involves an annual base rental in
                     excess of $50,000 (or the equivalent in local currency) or
                     whereby such a lease constitutes a capital lease for Tax or
                     GAAP purposes;



                                       11
<PAGE>
                            (ix) any agreement with Seller or its Affiliates
                     relating to the provision of goods or services or the
                     payment of funds or the advancing or borrowing of money
                     (the "INTERCOMPANY AGREEMENTS");

                            (x) any agency, consultancy or similar agreement
                     requiring payment in excess of $50,000 per annum (or the
                     equivalent in local currency);

                            (xi) any agreement concerning a partnership or joint
                     venture; or

                            (xii) any commodity futures agreement.

       Attached as Schedule 4.06(a)(ii) is a list of certain agreements that, as
       of the Execution Date, have not been executed and are under negotiation
       (the "PENDING MATERIAL CONTRACTS"). True and complete copies of each
       Pending Material Contract have been made available to Buyer, and the
       draft date of each such draft so made available is listed on Schedule
       4.06(a)(ii).

              (b) True and complete copies of each Material Contract have been
       made available to Buyer.

              (c) To the Knowledge of Seller, except as set forth in Schedule
       4.06(c), (i) each of the Material Contracts is in full force and effect,
       except to the extent that the failure to be in full force and effect
       would not have a Material Adverse Effect, and (ii) neither of the AMPCO
       Companies is in default with respect to any Material Contract other than
       exceptions to the foregoing that would not have a Material Adverse
       Effect.

       4.07 Absence of Certain Changes. Since the date of the September 30, 2001
Financial Statements, neither of the AMPCO Companies has:

              (a) transferred any of its assets, including any right under any
       lease or Material Contract or any proprietary right or other intangible
       asset, in each case having a value in excess of $100,000 except for fair
       consideration and in the ordinary course of business;

              (b) waived, released, canceled, settled or compromised any debt,
       claim or right having a value in excess of $100,000 in each case except
       in the ordinary course of business;

              (c) suffered (i) any damage, destruction or casualty of property
       if the anticipated cost to repair such property, after application of all
       insurance proceeds with respect thereto, exceeds $100,000 in the
       aggregate or (ii) any taking by condemnation or eminent domain of any of
       its property or assets having a historical cost or fair market value that
       exceeds $100,000;

              (d) conducted any of its affairs in a manner that is outside the
       ordinary course of business and inconsistent with its past practices;
       except for (i) any event described in any of Sections 4.07(a) through (c)
       hereof (disregarding the applicable dollar thresholds in any of such
       sections), (ii) as otherwise contemplated by this Agreement, or (iii) as
       results from announcements by Seller of intention to sell its ownership
       interest in the AMPCO Companies;



                                       12
<PAGE>
              (e) changed any accounting methods or principles used in recording
       transactions on the books of either Company or in preparing the financial
       statements of either Company other than as required by GAAP; or

              (f) entered into any contract committing itself with respect to
       any of the foregoing.

       4.08 Employees. Except as set forth on Schedule 4.08, (i) the AMPCO
Companies have no employees, and (ii) the AMPCO Companies do not administer or
sponsor any employee pension benefit plan or employee welfare benefit plan. For
the purposes of this Section 4.08, an employee pension benefit plan includes any
plan, fund or program providing either retirement income to employees, former
employees or their beneficiaries or a deferral of income to employees, former
employees or their beneficiaries beyond termination of employment. Also, for
purposes of this Section 4.08, an employee welfare benefit plan includes any
plan, fund or program providing employees, former employees or their
beneficiaries with health, sickness, accident, disability, death, unemployment
or other similar benefits.

       4.09 Insurance. Schedule 4.09 contains a list of all material policies of
property damage, liability and other forms of insurance (other than officer's
and director's liability policies) that cover occurrences as of, or claims made
on, the date hereof and maintained by either of the AMPCO Companies or by Seller
or any Affiliate thereof to the extent applicable to either of the AMPCO
Companies.

       4.10 Litigation. Except for (a) claims listed in Schedule 4.10, (b)
claims under worker's compensation and similar Laws, (c) routine claims for
employee benefits and (d) claims for money damages alone of less than $250,000
(or the equivalent in local currency) in respect of any claim, there are no
lawsuits, claims, arbitrative, governmental investigations or other legal
proceedings pending or, to the Knowledge of Seller, threatened against either of
the AMPCO Companies or otherwise relating to the conduct of the Business that
would have a Material Adverse Effect.

       4.11 Liability for Brokers' Fees. Buyer will not directly or indirectly
incur any liability or expense as a result of any undertakings or agreements of
Seller or Seller's Affiliates for brokerage fees, finder's fees, agent's
commissions or other similar forms of compensation in connection with this
Agreement or any agreement or transaction contemplated hereby.

       4.12 Compliance with Laws. Except as listed in Schedule 4.12, neither of
the AMPCO Companies has received any written notice of any violation of any
applicable Law other than such violations as would not have a Material Adverse
Effect. Except as would not have a Material Adverse Effect, (a) the AMPCO
Companies are in compliance with all applicable Laws and (b) neither of the
AMPCO Companies has entered into or agreed to any court decree or order or is
subject to any judgment, decree or order relating to compliance with any
applicable Laws.

       4.13 Consents and Preferential Rights. Except as disclosed in Schedule
4.13, (i) no consents are required to be obtained by Seller or either of the
AMPCO Companies in connection with the transfer of Seller's ownership interest
in the AMPCO Companies to Buyer, and (ii) there are no preferential purchase
rights applicable to the transfer of Seller's ownership interest in the AMPCO
Companies to Buyer.



                                       13
<PAGE>
       4.14 Taxes. Except as set forth on Schedule 4.14 or as would not
otherwise have a Material Adverse Effect,

              (a) To the Knowledge of Seller, all returns, reports, declarations
       of estimated Tax of or with respect to any Tax that are required to be
       filed on or prior to the Closing with respect to the AMPCO Companies
       ("TAX RETURNS") have been or will be duly and properly filed, all items
       of income, gain, loss, deduction, credit, or other items ("TAX ITEMS")
       required to be included in each such Tax Return have been so included,
       and all such Tax Items and any other information provided in each such
       Tax Return are true, correct, complete, and in accordance with applicable
       Laws, and all such Tax Returns reflect all liabilities for Taxes for the
       periods covered by such returns, all Taxes shown as due on each such Tax
       Return have been or will be timely paid in full, no penalty, interest, or
       other charge is or will become due with respect to the late filing of any
       such Tax Return or late payment of any such Tax or any estimate relating
       to the Tax, and all Tax withholdings and deposit requirements imposed on
       or with regard to the AMPCO Companies have been satisfied in full in all
       respects.

              (b) There is no investigation or other proceeding pending with
       respect to the Companies for any Tax in any jurisdiction where the AMPCO
       Companies do not file Tax Returns.

              (c) There are no pending audits, assessments or claims for any Tax
       deficiency of the Companies. There are no pending claims for refund of
       any Tax for the AMPCO Companies.

              (d) There are no outstanding agreements, rulings, or requests for
       rulings applicable to any Tax that are, or if issued would be, binding
       upon the AMPCO Companies for any post-Closing period.

              (e) The AMPCO Companies do not have in force any waiver of any
       statute of limitations in respect of any Tax or any extension of time
       with respect to a Tax assessment or deficiency.

              (f) There are no liens for any Tax upon any of the assets of the
       AMPCO Companies except for liens for Taxes not yet due.

              (g) Except as reflected in the AMPCO Companies Tax Returns, there
       are no elections with respect to any Tax affecting the AMPCO Companies.

              (h) Any Tax required to be withheld by the AMPCO Companies and
       paid in connection with amounts paid or owing to any lender, creditor,
       employee, contractor, service provider, or any other Person has in fact
       been withheld and paid in full, and all Tax withholding, reporting, and
       payment obligations have been complied with in accordance with applicable
       Law.

              (i) Neither of the AMPCO Companies is party to, bound by, or has
       any obligation under any Tax sharing agreement, Tax indemnification
       agreement, or similar agreement.



                                       14
<PAGE>
              (j) Each of the AMPCO Companies is classified as a partnership
       pursuant to Treasury Regulation Section 301.7701-3.

       4.15 Intellectual Property. Each of the AMPCO Companies owns or has valid
rights or licenses for all Intellectual Property used by it in the conduct of
its Business and such rights shall not be adversely affected by the transactions
contemplated under this Agreement.

       4.16 Data Room and Information. To Seller's Knowledge and except for (i)
the Permitted Encumbrances (excluding item (i) of the definition of Permitted
Encumbrances) and (ii) matters disclosed in any Schedule to this Agreement:

              (a) all material written data and written information of Seller
       the Companies relating to the Companies or the Business of the Companies
       in Seller's or the Companies' possession was contained in the Data Room
       or subsequently disclosed or made available to Buyer or Buyer's
       Affiliates (excluding any information described in Section 3.02(b)(ii);
       and

              (b) all written data and written information given to Buyer or
       Buyer's Affiliates in the Data Room or subsequently disclosed or made
       available by or on behalf of Seller concerning the Companies or the
       Business is believed by Seller (i) not to be misleading in any material
       respect, and (ii) to be accurate in all material respects when given and
       by reference to the facts existing at the time such information or data
       was created; provided that no representation or warranty is made or given
       as to the accuracy or completeness of any models, projections, opinions,
       interpretations, estimates or forecasts (whether contained in any third
       party document or otherwise) or any information or data contained in any
       of the foregoing.



                                   ARTICLE V
                     REPRESENTATIONS AND WARRANTIES OF BUYER

       Buyer represents and warrants to Seller as of the date hereof as
follows:

       5.01 Corporate Existence and Qualification. Buyer is a corporation duly
incorporated and validly existing under the laws of the State of Ohio, and Buyer
has all requisite corporate power and authority to own, operate and lease its
properties and to carry on its business as presently conducted.

       5.02 Authority, Approval and Enforceability. Buyer has all requisite
corporate power and authority to execute and deliver this Agreement and to
perform its obligations under this Agreement. The execution and delivery of this
Agreement by Buyer and the performance of the transactions contemplated hereby
by Buyer have been duly and validly approved by the Board of Directors of Buyer
and by all other corporate action, if any, necessary on behalf of Buyer. This
Agreement has been duly executed and delivered on behalf of Buyer and
constitutes the legal, valid and binding obligation of Buyer enforceable in
accordance with its terms, subject to Creditors' Rights. At the Closing, all
documents required hereunder to be executed and delivered by Buyer will have
been duly authorized, executed and delivered by Buyer and will constitute legal,
valid and binding obligations of Buyer, enforceable in accordance with their
terms, subject to Creditors' Rights.



                                       15
<PAGE>
       5.03 No Default or Consents. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated herein will:

              (a) conflict with or result in a breach, default or violation of
       the articles of incorporation or other governing documents of Buyer;

              (b) conflict with or result in a breach, default or violation of
       any material agreement, document, instrument, judgment, decree, order,
       governmental permit, certificate or license to which Buyer is a party or
       is subject; or

              (c) require Buyer to obtain or make any waiver, consent, action,
       approval clearance or authorization of, or registration, declaration or
       filing with, any Governmental Authority.

       5.04 Investment. Buyer is an accredited investor as defined in Regulation
D of the United States Securities Act of 1933 and is acquiring Seller's
ownership interest in the AMPCO Companies for its own account, for investment
and not with a view to, or for offer or resale in connection with, a
distribution thereof within the meaning of the Securities Act of 1933 or a
distribution thereof in violation of any applicable securities laws. Buyer,
together with its directors, executive officers and advisors, is familiar with
investments of the nature of Seller's ownership interest in the AMPCO Companies
and the Business, understands that this investment involves substantial risks,
has adequately investigated the AMPCO Companies and the Business and has
substantial knowledge and experience in financial and business matters such that
it is capable of evaluating, and has evaluated, the merits and risks inherent in
purchasing Seller's ownership interest in the AMPCO Companies and is able to
bear the economic risks of such investment.

       5.05 Financial Capacity. Buyer has cash on hand or financing commitments,
copies of which are attached hereto as Schedule 5.05, that are sufficient to
satisfy all of its obligations under this Agreement to be performed at the
Closing. Buyer is not aware of any event or occurrence that would result in any
of the conditions to its right to funds under such financing commitments not to
be satisfied. Buyer will provide to Seller such documentation as Seller may
reasonably request to confirm Buyer's financial capacity.

       5.06 Liability for Brokers' Fees. Seller will not directly or indirectly
incur any liability or expense as a result of any undertakings or agreements of
Buyer or Buyer's Affiliates for brokerage fees, finder's fees, agent's
commissions or other similar forms of compensation in connection with this
Agreement or any agreement or transaction contemplated hereby.

       5.07 No Knowledge of Seller's Breach. As of the Execution Date, Buyer
has no Knowledge of any breach by Seller of Seller's representations and
warranties hereunder.



                                       16
<PAGE>
                                   ARTICLE VI
                          COVENANTS OF SELLER AND BUYER

       6.01 Access.

              (a) During the period commencing with the Execution Date and
       ending at 5:00 p.m., local time, on November 30, 2001 (the "DUE DILIGENCE
       PERIOD"), Buyer shall have the right to conduct the investigation
       described in Section 6.01(b).

              (b) Upon reasonable notice from Buyer to Seller, Seller shall
       permit, and shall exercise its rights under the Marketing Members'
       Agreement and the Services Members' Agreement to cause the AMPCO
       Companies to permit, Buyer and its authorized employees, agents,
       accountants, legal counsel and other representatives to have reasonable
       access, at Buyer's sole expense, risk and cost, to the facilities,
       properties, personnel and Records of the AMPCO Companies (including all
       product sales, personnel-related documents and financial records and data
       of the AMPCO Companies) for the purpose of conducting an investigation of
       their financial condition, corporate status, business, properties and
       assets; provided however, that such investigation shall be conducted in a
       manner that does not interfere with normal operations of the AMPCO
       Companies.

              (c) Prior to Closing, (i) Buyer will not contact any employee of
       Seller, either of the AMPCO Companies, or any of their Affiliates,
       without first obtaining the approval of an authorized representative of
       Seller (not to be unreasonably withheld), and (ii) Seller will furnish,
       or exercise its rights under the Marketing Members' Agreement and the
       Services Members' Agreement to cause the AMPCO Companies to furnish,
       Buyer with such additional financial and operating data and other
       information pertaining to the AMPCO Companies and their assets and
       operations as Buyer may reasonably request; provided however that nothing
       in this Agreement shall obligate Seller to take any action that would
       disrupt the normal course of its or any of its Affiliate's, or either of
       the AMPCO Companies', business or violate the terms of any applicable Law
       or agreement to which it or any of its Affiliates or either AMPCO Company
       is a party or to which it or any of its Affiliates, either AMPCO Company
       or any of their assets are subject; and provided further, that the
       confidentiality of any data or information to which Buyer is given access
       shall be maintained by Buyer and its representatives in accordance with
       Section 11.01.

              (d) After the expiration of the Due Diligence Period and until
       Closing or termination of this Agreement, Buyer shall continue to have
       the right to conduct the investigation described in Section 6.01 to the
       extent necessary for the purposes of preparing for an orderly transition
       of ownership of the AMPCO Companies.

       6.02 Operation of Business.

              (a) Except (i) as contemplated in this Agreement, (ii) as
       otherwise consented to by Buyer in writing (which consent will not be
       unreasonably delayed, withheld or conditioned), (iii) as provided for in
       the Material Contracts, or (iv) for the execution by the AMPCO Companies
       of any Pending Material Contract (provided such Pending Material Contract
       is substantially in the form of the draft listed on Schedule
       4.06(a)(ii)), from the Execution Date through the Closing Date, Seller
       will, to the extent of Seller's voting and other rights under the
       Marketing Members' Agreement and the Services Members'


                                       17

<PAGE>
       Agreement and the participation by representatives of Seller on the
       management committees of the AMPCO Companies, use Reasonable Efforts to
       cause each of the AMPCO Companies to:

                     (A) conduct its Business, in all material respects, in the
              ordinary course of business, consistent with past practices;

                     (B) use its Reasonable Efforts to comply in all material
              respects with all applicable Laws and use its Reasonable Efforts
              to maintain compliance in all material respects with all of its
              material agreements;

                     (C) continue its existing practices relating to the
              maintenance and operation of its assets;

                     (D) not directly or indirectly take any steps affecting or
              changing its capitalization;

                     (E) not merge into or with or consolidate with any other
              Person or acquire all or substantially all of the business or
              assets of any Person;

                     (F) not make any change in its governing documents;

                     (G) not purchase any securities of any Person except for
              short-term investments made in the ordinary course of business;

                     (H) not sell, lease or otherwise dispose of or grant rights
              in respect of any of its assets or properties that have a fair
              market value in excess of $1,000,000 (or the equivalent in local
              currency) (1) for less than fair market value and (2) other than
              in the ordinary course of business;

                     (I) not create, incur, assume or guarantee any long-term
              debt or capitalized lease obligation or, except in the ordinary
              course of business and consistent with past practices, incur or
              assume any short-term debt;

                     (J) not mortgage, pledge or subject to any lien, claim,
              encumbrances or security interest any of its assets, tangible or
              intangible, except for Permitted Encumbrances or other similar
              liens or encumbrances created in the ordinary course of business
              consistent with past practices;

                     (K) not take any action or enter into any commitment with
              respect to or in contemplation of any liquidation, dissolution,
              recapitalization, reorganization or other winding up of its
              Business;

                     (L) not grant any preferential right of purchase or similar
              consent right to the transfer or assignment of its Business or any
              of its assets;

                     (M) not take, or knowingly permit to be taken, any action
              in the conduct of the Business that would be contrary to or in
              breach of any of the terms or provisions of this Agreement; and


                                       18


<PAGE>
                     (N) not commit to do any of the foregoing.

              (b) In addition to the foregoing, from the Execution Date until
       the Closing or the termination of this Agreement, Seller agrees to keep
       Buyer reasonably apprised, from time to time, of any significant
       developments in the Business of the AMPCO Companies and to consult with
       Buyer with regard to such developments. To the extent any disruption
       occurs to the Business of the AMPCO Companies prior to Closing as a
       result of the announcement by Seller of its intention to sell its
       ownership interest in the AMPCO Companies, Seller agrees to use
       Reasonable Efforts to minimize such disruption.

              (c) Seller shall refrain and, to the extent of Seller's voting and
       other rights under the Marketing Members' Agreement and the Services
       Members' Agreement and the participation by representatives of Seller on
       the management committees of the AMPCO Companies, shall cause the AMPCO
       Companies to refrain from taking any action that would change the
       classification for U.S. income tax purposes of the AMPCO Companies as
       described in Section 4.14(j).

              (d) Seller shall refrain and, to the extent of Seller's voting and
       other rights under the Marketing Members' Agreement and the Services
       Members' Agreement and the participation by representatives of Seller on
       the management committees of the AMPCO Companies, shall cause the AMPCO
       Companies not to dividend, loan, or otherwise distribute money to or for
       the benefit of Seller at any time on or after the Measurement Date.

       6.03 Satisfaction of Buyer's Conditions. Seller will use its, and will,
to the extent of Seller's voting and other rights under the Marketing Members'
Agreement and the Services Members' Agreement and the participation by
representatives of Seller on the management committees of the AMPCO Companies,
cause each of the AMPCO Companies to use their, Reasonable Efforts to obtain the
satisfaction of the conditions to the Closing set forth in Section 8.02 hereof.

       6.04 Press Releases. From the Execution Date through the Closing Date,
subject to applicable securities law or stock exchange requirements, each Party
shall promptly advise and consult with, and obtain the consent (which consent
will not be unreasonably delayed, withheld or conditioned) of, the other Party
before issuing, or permitting any of its directors, officers, employees, agents
or its Affiliates to issue, any press release with respect to this Agreement or
the transactions contemplated hereby.

       6.05 Insurance. Seller shall, to the extent of Seller's voting and other
rights under the Marketing Members' Agreement and the Services Members'
Agreement and the participation by representatives of Seller on the management
committees of the AMPCO Companies, use its Reasonable Efforts to cause each of
the AMPCO Companies to not voluntarily terminate and to maintain in force and
effect through the Closing Date the insurance coverages set forth on Schedule
4.09 or to cause to be placed in force and effect comparable insurance coverage.
Buyer acknowledges that no insurance coverage or policy maintained by Seller or
its Affiliates will extend beyond the Closing for the benefit of the AMPCO
Companies or Buyer.

       6.06 Satisfaction of Seller's Conditions. Buyer will use its Reasonable
Efforts to obtain the satisfaction of the conditions to the Closing set forth in
Section 8.01 hereof.


                                       19


<PAGE>
       6.07 Breach Notice. If, prior to the Closing Date, Buyer obtains
Knowledge of a breach of any of Seller's representations and warranties or of
any of Seller's covenants contained in this Agreement, Buyer shall notify Seller
in writing of such information (the "BREACH NOTICE") within five (5) Business
Days of such discovery or the day prior to the Closing Date, whichever is
earlier. The Breach Notice shall contain reasonable details regarding the
alleged breach and Buyer's good faith estimate of the potential Losses
associated with such breach. In the event the breach is of a magnitude such that
Losses attributable to such breach (together with other such breaches discovered
by Buyer with respect to which Buyer has delivered the requisite Breach Notices)
are reasonably likely to exceed $13,000,000 and (x) Seller fails to deliver to
Buyer a written undertaking within five Business Days of receipt of such Breach
Notice that Seller intends to cure such breach prior to the Closing Date or (y)
Seller delivers such written undertaking but fails to cure such breach prior to
the Closing Date, (i) Buyer may terminate this Agreement upon written notice to
Seller (provided that Buyer has timely given Seller the requisite Breach
Notices) and (ii) Seller may terminate this Agreement upon written notice to
Buyer.

       6.08 Uncollected Accounts Receivable. Following the Closing Date, Buyer
will use its, and will, to the extent of Buyer's voting and other rights under
the Marketing Members' Agreement and the Services Members' Agreement and the
participation by representatives of Buyer on the management committees of the
AMPCO Companies, cause the AMPCO Companies to use their, Reasonable Efforts to
collect any Uncollected Accounts Receivable. If either of the AMPCO Companies
receives all or any portion of any Uncollected Accounts Receivable, Buyer shall
promptly pay to Seller, by wire transfer in immediately available funds to an
account designated by Seller, fifty percent (50%) of such amounts received (net
of any offsets for accounts payable used in the calculation of Uncollected
Accounts Receivable) that are allocable to either of the AMPCO Companies.

       6.09 Consents and Preferential Rights. Seller will use Reasonable Efforts
to obtain any consent listed in Schedule 4.13 prior to the Closing Date, and
Buyer agrees to use Reasonable Efforts to cooperate in such process, as
requested by Seller.

       6.10 Preservation of Books and Records; Access. For a period of seven (7)
years after the Closing Date, Buyer shall (a) preserve and retain the Records
and all other corporate, accounting, legal, auditing and other books and records
of the AMPCO Companies (including any documents relating to any governmental or
non-governmental actions, suits, proceedings or investigations) relating to the
conduct of the business and operations of the AMPCO Companies prior to the
Closing Date and (b) cause the AMPCO Companies to permit Seller and its
authorized representatives to have reasonable access thereto on the same basis
as applies to Buyer pursuant to Section 6.01 and to meet with employees of Buyer
and the AMPCO Companies on a mutually convenient basis in order to obtain
additional information and explanations with respect to such books and records.
Notwithstanding the foregoing, during such seven-year period, Buyer may dispose
of any such Records that are offered to, but not accepted by, Seller.

       6.11 Further Assurances. At and after the Closing, Seller and Buyer will
use Reasonable Efforts to take all appropriate action and execute any documents
or instruments of any kind that may be reasonably necessary to effectuate the
intent of this Agreement.

       6.12 Casualty Loss. If, after the date hereof and prior to the Closing
Date, all or any part of the assets of either of the AMPCO Companies shall be
destroyed by explosion, fire or other

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<PAGE>
casualty, and if the Closing occurs, Seller shall pay to Buyer at the Closing
all sums paid to Seller or any of its Affiliates by third parties by reason of
the destruction of such assets. In addition, Seller shall, and shall ensure that
its Affiliates shall, assign, transfer and set over unto Buyer all of the right,
title and interest of Seller or the relevant Affiliate in and to any unpaid
awards or other payments from third parties arising out of such destruction.
Seller shall not voluntarily compromise, settle or adjust any amounts payable by
reason of such destruction without the prior written consent of Buyer. Seller
shall use its Reasonable Efforts to obtain payment from the relevant third
party.

                                  ARTICLE VII
                                   TAX MATTERS

       7.01 Preparation and Filing of Tax Returns.

              (a) After the Closing Date, each of Seller and Buyer shall provide
       each other, and Buyer, to the extent of its voting and other rights under
       the Marketing Members' Agreement and the Services Members' Agreement and
       the participation by its representatives on the management committees of
       the AMPCO Companies, shall cause each of the AMPCO Companies to provide
       to Seller, such cooperation and information relating to the AMPCO
       Companies as may reasonably be requested in connection with filing any
       Tax Return or refund claim, determining any Tax liability or a right to a
       refund, conducting or defending any audit or other proceeding in respect
       of Taxes related to the business of the AMPCO Companies, or effectuating
       the terms of this Agreement. Buyer shall, to the extent of Buyer's voting
       and other rights under the Marketing Members' Agreement and the Services
       Members' Agreement and the participation by representatives of Buyer on
       the management committees of the AMPCO Companies, cause each of the AMPCO
       Companies to file timely with the appropriate taxing authority all Tax
       Returns required to be filed with respect to the AMPCO Companies
       following the Closing Date regardless of whether the subject of such Tax
       Returns relate partially or wholly to the time period prior to the
       Closing Date. Such Tax Returns shall be prepared in a manner consistent
       with practices and the Laws followed in prior years with respect to
       similar Tax Returns, except for changes required by changes in Law.

              (b) Buyer and Seller shall report their respective allocable
       shares of the items of income, gain, loss, deduction, and credit of the
       AMPCO Companies based on an interim closing of the books as of January 3,
       2002.

              (c) Seller shall, to the extent of its voting and other rights
       under the Marketing Members' Agreement and the Services Members'
       Agreement and the participation by its representatives on the management
       committees of the AMPCO Companies, cause the AMPCO Companies not to make,
       revoke, or amend any Tax election that would affect the period after the
       Closing (other than any election that must be made periodically and that
       is made consistently with past practice) without the prior consent of
       Buyer.

              (d) The Buyer Indemnified Parties shall not take any action, and,
       to the extent of Buyer's voting and other rights under the Marketing
       Members' Agreement and the Services Members' Agreement and the
       participation by representatives of Buyer on the management committees of
       the AMPCO Companies, shall not allow either of the AMPCO Companies to
       take any action, on or after the Closing Date, that would increase the
       liability of the Seller or its direct or indirect shareholders for Taxes
       during the period of time prior to or ending on

                                       21


<PAGE>
       the Closing Date; provided, however, that nothing in this Section 7.01(d)
       shall prevent the Buyer Indemnified Parties from making any election
       under Section 754 of the Code. Seller shall consent to, and cooperate
       with the Buyer Indemnified Parties in making, any such Section 754
       elections for periods beginning on or after January 1, 2002.

              (e) Seller shall be responsible for any Transfer Taxes, including
       the filing of any Tax Return with respect thereto.

              (f) The Adjusted Purchase Price shall be allocated in the manner
       required by Section 1060 of the Code. To facilitate such allocation,
       Buyer shall deliver to Seller, not later than December 1, 2001, a
       schedule setting forth Buyer's proposed allocation of the Base Purchase
       Price. Buyer and Seller shall work in good faith to agree upon a final
       allocation of the Adjusted Purchase Price not later than 120 days after
       Closing. Buyer and Seller shall timely file IRS form 8594 in accordance
       with such final allocation with respect to the transactions contemplated
       by this Agreement.

       7.02 Retention of Information. Each of the Parties will preserve and
retain all schedules, work papers and other documents relating to any Tax
Returns of or with respect to the AMPCO Companies or to any claims, audits or
other proceedings affecting the AMPCO Companies until the expiration of the
statute of limitations (including extensions) applicable to the taxable period
to which such documents relate or until the final determination of any
controversy with respect to such taxable period, and until the final
determination of any payments that may be required with respect to such taxable
period under this Agreement.

       7.03 Indemnification by Seller. Seller hereby agrees to protect, defend,
indemnify and hold harmless the Buyer Indemnified Parties, and each of the AMPCO
Companies from and against, and agrees to pay (a) any Taxes (net of any realized
Tax benefits associated therewith) of the AMPCO Companies (but only in an amount
proportional to Seller's direct or indirect interest in the relevant AMPCO
Company for the period to which such Taxes relate) attributable to the time
period prior to January 1, 2002 (including for the avoidance of doubt any Taxes
of the AMPCO Companies for the period prior to January 1, 2002 that are set
forth on Schedule 4.14), but only to the extent such Taxes exceed the amount
reserved for such Taxes on the Settlement Statement, (b) any Taxes arising out
of the transactions contemplated by this Agreement, (c) any increase in Taxes of
a Buyer Indemnified Party resulting from a breach by Seller of its
representations in Section 4.14(j) or its covenant in Section 6.02(c), and (d)
any Taxes of any company (other than the AMPCO Companies) that is or was an
Affiliate of Seller at any time prior to prior to January 1, 2002.
Notwithstanding anything to the contrary in this Agreement, no claim for Taxes
shall be permitted under this Section 7.03 unless such claim is first made
before the expiration of the statute of limitations (including applicable
extensions) for the taxable period to which the claim relates or, if no such
statute of limitation exists, prior to the date on which such claim is otherwise
barred by Law.

       7.04 Buyer Tax Indemnification. Buyer agrees to protect, defend,
indemnify and hold harmless the Seller Indemnified Parties from and against, and
agrees to pay (a) any Taxes of the AMPCO Companies (but only in an amount
proportional to Seller's interest in the relevant AMPCO Company for the period
to which such Taxes relate) attributable to the time period from and after
January 1, 2002, excluding for purposes of clarification any Taxes arising out
of the transactions contemplated by this Agreement, and (b) any liability
arising from a breach by Buyer of its covenants in this Article VII.

                                       22


<PAGE>
       7.05 Tax Indemnification Procedures.

              (a) If a claim shall be made by any Tax authority that, if
       successful, would result in the indemnification of a Party under this
       Agreement (referred to herein as the "TAX INDEMNIFIED PARTY"), the Tax
       Indemnified Party shall promptly notify the party obligated under this
       Agreement to so indemnify (referred to herein as the "TAX INDEMNIFYING
       PARTY") in writing of such fact.

              (b) The Tax Indemnified Party shall take such action in connection
       with contesting such claim as the Tax Indemnifying Party shall reasonably
       request in writing from time to time, including the selection of counsel
       and experts and the execution of powers of attorney; provided that (i)
       within thirty (30) days after the notice described in Section 7.05(a) has
       been delivered (or such earlier date that any payment of Taxes is due by
       the Tax Indemnified Party but in no event sooner than five (5) days after
       the Tax Indemnifying Party's receipt of such notice), the Tax
       Indemnifying Party requests that such claim be contested, (ii) the Tax
       Indemnifying Party shall have agreed to pay to the Tax Indemnified Party
       all costs and expenses that the Tax Indemnified Party incurs in
       connection with contesting such claim, including reasonable attorneys'
       and accountants' fees and disbursements, and (iii) if the Tax Indemnified
       Party is requested by the Tax Indemnifying Party to pay the Tax claimed
       and sue for a refund, the Tax Indemnifying Party shall have advanced to
       the Tax Indemnified Party, on an interest-free basis, the amount of such
       claim. The Tax Indemnified Party shall not make any payment of such claim
       for at least thirty (30) days (or such shorter period as may be required
       by applicable law) after the giving of the notice required by Section
       7.05(a), shall give to the Tax Indemnifying Party any information
       reasonably requested relating to such claim, and otherwise shall
       cooperate with the Tax Indemnifying Party in good faith in order to
       contest effectively any such claim.

              (c) Subject to the provisions of Section 7.05(b), the Tax
       Indemnified Party shall only enter into a settlement of such contest with
       the applicable taxing authority or prosecute such contest to a
       determination in a court or other tribunal of initial or appellate
       jurisdiction as instructed by the Tax Indemnifying Party.

              (d) If, after actual receipt by the Tax Indemnified Party of an
       amount advanced by the Tax Indemnifying Party pursuant to Section
       7.05(b)(iii), the extent of the liability of the Tax Indemnified Party
       with respect to the claim shall be established by the final judgment or
       decree of a court or other tribunal or a final and binding settlement
       with an administrative agency having jurisdiction thereof, the Tax
       Indemnified Party shall promptly repay to the Tax Indemnifying Party the
       amount advanced to the extent of any refund received by the Tax
       Indemnified Party with respect to the claim together with any interest
       received thereon from the applicable taxing authority and any recovery of
       legal fees from such taxing authority, net of any Taxes as are required
       to be paid by the Tax Indemnified Party with respect to such refund,
       interest or legal fees. Notwithstanding the foregoing, the Tax
       Indemnified Party shall not be required to make any payment hereunder
       before such time as the Tax Indemnifying Party shall have made all
       payments or indemnities then due with respect to the Tax Indemnified
       Party pursuant to this Agreement.



                                       23

<PAGE>
       7.06 Mutual Cooperation. Seller and Buyer shall reasonably cooperate with
each other and with each other's agents, including accounting firms and legal
counsel, in connection with Tax matters relating to the AMPCO Companies,
including (i) preparation and filing of Tax Returns, (ii) determining the
liability and amount of any Taxes due or the right to and amount of any refund
of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or
judicial proceedings in respect of Taxes assessed or proposed to be assessed.
Such cooperation shall include each Party's making all information and documents
in its possession relating to the AMPCO Companies available to the other Party
and retaining all Tax Returns, schedules and work papers, and all material
records and other documents relating thereto, until the expiration of the
applicable statute of limitations (including, to the extent notified by any
Party, any extension thereof) of the Tax period to which such Tax Returns and
other documents and information relate. Each of the Parties shall also make
available to the other Party, as reasonably requested and available, personnel
(including officers, directors, employees, and agents) responsible for
preparing, maintaining, and interpreting information and documents relevant to
Taxes, and personnel reasonably required as witnesses or for purposes of
providing information or documents in connection with any administrative or
judicial proceeding relating to Taxes. Each of the Parties shall exert all
appropriate efforts to preserve the confidentiality of all non-public
information and documents obtained or used in connection with such cooperation
or assistance. Any Party requesting any such cooperation or assistance shall
promptly reimburse any other Party providing any such cooperation or assistance
for the reasonable expenses incurred by such other Party with respect thereto.
Notwithstanding anything to the contrary in this Agreement, neither Seller nor
Buyer shall be required to provide to the other party all or any portion of a
U.S. consolidated federal income Tax Return filed by the respective consolidated
group in which Seller or Buyer is included.

       7.07 Survival. The covenants, representations and warranties of the
Parties contained in this Article VII shall survive the Closing and shall
continue in full force and effect until all applicable statutes of limitations,
including waivers and extensions, have expired with respect to the matters
addressed therein, and if no statute of limitations exists, forever thereafter.
Notwithstanding the foregoing, any such representation or warranty as to which a
bona fide claim relating thereto is asserted in writing (which states with
specificity the basis therefor) during such survival period shall, with respect
only to such claim, continue in force and effect beyond such survival period
pending resolution of the claim.

       7.08 Conflict. In the event of a conflict between the provisions of this
Article VII and any other provisions of this Agreement, this Article VII shall
control.

                                  ARTICLE VIII
                               CLOSING CONDITIONS

       8.01 Conditions to Obligations of Seller. The obligations of Seller to
proceed with the Closing are subject to the satisfaction at or prior to the
Closing of all of the following conditions, any one or more of which may be
waived in writing in whole or in part by Seller (which waiver shall be deemed to
constitute a waiver of any liability Buyer may have under this Agreement with
respect to the event or condition causing such condition not to be satisfied at
the Closing):

              (a) Compliance. Buyer shall have complied in all material respects
       with its covenants and agreements contained herein, and Buyer's
       representations and warranties

                                       24

<PAGE>
       contained herein, or in any certificate or similar instrument required to
       be delivered by or on behalf of Buyer pursuant hereto, shall be true in
       all material respects on and as of the Closing Date, with the same effect
       as though made at such time;

              (b) Officers' Certificate. Seller shall have received certificates
       dated as of the Closing Date and signed by (i) the Director, President,
       or Vice President of Buyer, in his or her representative capacity, to the
       effect that the conditions specified in Section 8.01(a) have been
       fulfilled and (ii) the Secretary or an Assistant Secretary of Buyer, in
       his or her representative capacity, certifying the accuracy and
       completeness of the copies of, as well as the current effectiveness of,
       the resolutions to be attached thereto of the board of directors (or any
       committee thereof) of Buyer authorizing the execution, delivery and
       performance of this Agreement and the consummation of the transactions
       contemplated herein, as well as to the incumbency of the officers
       executing this Agreement on behalf of Buyer and any documents to be
       executed and delivered by Buyer at the Closing;

              (c) No Orders. No order, writ, injunction or decree shall have
       been entered and be in effect by any court of competent jurisdiction or
       any governmental or regulatory instrumentality or authority, and no
       statute, rule, regulation or other requirement shall have been
       promulgated or enacted and be in effect, that restrains, enjoins or
       invalidates the transactions contemplated hereby;

              (d) No Suits. No suit or other proceeding shall be pending or
       threatened by any third party before any court or governmental agency
       seeking to restrain or prohibit or declare illegal, or seeking
       substantial damages in connection with, the transactions contemplated by
       this Agreement; and

              (e) Approvals. All Approvals (without any adverse conditions or
       obligations) and waivers of preferential purchase and similar rights of
       third parties in connection with the transactions contemplated by this
       Agreement listed on Schedule 8.01(e) and all other Approvals required by
       Law shall have been satisfied or obtained.

              (f) Simultaneous Closing. The simultaneous closing of the
       transactions contemplated by (i) the Associates Agreement and (ii) the
       Upstream Agreement.

       8.02 Conditions to Obligations of Buyer. The obligations of Buyer to
proceed with the Closing are subject to the satisfaction at or prior to the
Closing of all of the following conditions, any one or more of which may be
waived in writing in whole or in part by Buyer (which waiver shall be deemed to
constitute a waiver of any liability Seller may have under this Agreement (other
than liability for matters specified in a duly delivered Breach Notice) with
respect to the event or condition causing such condition not to be satisfied at
the Closing):

              (a) Compliance. Seller shall have complied in all material
       respects with its covenants and agreements contained herein, and Seller's
       representations and warranties contained herein or in any certificate or
       similar instrument required to be delivered by or on behalf of Seller
       pursuant hereto, shall be true and correct in all material respects on
       and as of the Closing Date, with the same effect as though made at such
       time except to the extent Seller has been unable to cure a breach
       identified by Buyer in a Breach Notice; provided that if a representation
       or warranty is expressly made only as of a specific date, it need only be
       true and correct in all material respects as of such date; provided,
       however, that Buyer's right

                                       25

<PAGE>
       not to proceed with the Closing as a result of a breach of Seller's
       representations and warranties shall only arise in the event that Buyer
       has a right to terminate this Agreement pursuant to Section 6.07.

              (b) Officers' Certificate. Buyer shall have received a certificate
       dated as of the Closing Date and signed by (i) a Director, President, or
       Vice President of Seller, in his or her representative capacity, to the
       effect that the conditions specified in Section 8.02(a) have been
       fulfilled and (ii) the Secretary or an Assistant Secretary of Seller, in
       his or her representative capacity, certifying the accuracy and
       completeness of the copies of, as well as the current effectiveness of,
       the resolutions to be attached thereto of the board of directors (or any
       committee thereof) of Seller authorizing the execution, delivery and
       performance of this Agreement and the consummation of the transactions
       contemplated herein, as well as to the incumbency of the officers
       executing this Agreement on behalf of Seller and any documents to be
       executed and delivered by Seller at the Closing;

              (c) Resignations. Seller shall have delivered to Buyer (i)
       resignations substantially in the form attached hereto as Schedule
       8.02(c), effective as of the Closing Date, of all of the members of the
       management committees and officers of the AMPCO Companies nominated or
       appointed by Seller, and (ii) appointments, in a form reasonably
       satisfactory to Buyer, appointing Buyer's designees to the vacant
       positions created by such resignations (it being acknowledged that
       chairmanship of the management committees of the AMPCO Companies shall
       pass to a designees of Samedan of North Africa, Inc. following
       consummation of the transactions contemplated by this Agreement);

              (d) No Orders. No order, writ, injunction or decree shall have
       been entered and be in effect by any court of competent jurisdiction or
       any governmental or regulatory instrumentality or authority, and no
       statute, rule, regulation or other requirement shall have been
       promulgated or enacted and be in effect, that restrains, enjoins or
       invalidates the transactions contemplated hereby;

              (e) No Suits. No suit or other proceeding shall be pending or
       threatened by any third party before any court or governmental agency
       seeking to restrain or prohibit or declare illegal, or seeking
       substantial damages in connection with, the transactions contemplated by
       this Agreement;

              (f) Approvals. All Approvals (without any adverse conditions or
       obligations) and waivers of preferential purchase and similar rights of
       third parties in connection with the transactions contemplated by this
       Agreement listed on Schedule 8.02(f) and all other Approvals required by
       Law shall have been satisfied or obtained.

              (g) Simultaneous Closing. The simultaneous closing of the
       transactions contemplated by (i) the Associates Agreement and (ii) the
       Upstream Agreement.

                                       26

<PAGE>
                                   ARTICLE IX
                                   TERMINATION

       9.01 Termination. This Agreement may be terminated in the following
instances:

              (a) by Seller, if through no fault of Seller, the Closing does not
       occur on or before January 3, 2002 (or on or before such later date if
       the Closing Date has been extended pursuant to Section 3.01 as a result
       of Seller's attempts to cure a breach pursuant to Section 6.07);

              (b) by Buyer, if through no fault of Buyer, the Closing does not
       occur on or before January 3, 2002 (or on or before such later date if
       the Closing Date has been extended pursuant to Section 3.01 as a result
       of Seller's attempts to cure a breach pursuant to Section 6.07);

              (c) by Seller or Buyer, as applicable, in accordance with Section
       6.07; or

              (d) at any time by the mutual written agreement of Buyer and
       Seller.

       9.02 Effect of Termination. The following provisions shall apply in the
event of a termination of this Agreement:

              (a) If this Agreement is terminated by either Party for any reason
       except pursuant to an express right to do so set forth herein, the other
       Party shall be entitled to exercise all rights and remedies available at
       law or in equity as a result of such wrongful termination; provided in no
       event shall such other Party ever be entitled to any consequential or
       speculative damages including lost profits and, provided further, that if
       this Agreement is terminated by either Party due to the failure of the
       conditions to the obligations of such Party to close in Article VIII to
       be satisfied and the other Party has exercised Reasonable Efforts to
       satisfy such conditions, any recovery for claims arising in connection
       therewith shall be limited to actual out-of-pocket expenses actually
       incurred by the terminating Party in connection with this Agreement prior
       thereto. Upon termination of this Agreement by Seller pursuant to an
       express right to do so set forth herein, Seller shall be free to enjoy
       immediately all rights of ownership in the AMPCO Companies and to sell,
       transfer, encumber and otherwise dispose of its ownership interest in the
       AMPCO Companies to any Party without any restriction under this
       Agreement.

              (b) Seller and Buyer hereby agree that the provisions of Section
       9.02 and Articles X and XI shall survive any termination of this
       Agreement pursuant to the provisions of this Article IX.

                                       27

<PAGE>
                                   ARTICLE X
             INDEMNIFICATION; SCOPE OF REPRESENTATIONS; LIMITATIONS

       10.01 Indemnification.

              (a) Subject to the limitations of this Article X, Seller agrees to
       indemnify, defend and hold harmless the Buyer Indemnified Parties from
       and against any and all Indemnified Losses resulting from or arising out
       of any of the following:

                     (i) any breach of any of the representations and warranties
              of Seller contained in this Agreement or in any instrument
              executed pursuant hereto; and

                     (ii) any breach of any covenant of Seller contained in this
              Agreement.

              (b) Notwithstanding anything to the contrary in Section 10.01(a),
       in no event shall any amounts be recovered from Seller or any of its
       Affiliates:

                     (i) relating to any breach of a representation or warranty
              by Seller or a covenant of Seller of which Buyer had Knowledge
              prior to the Closing Date and, with respect to such breach, Buyer
              failed to timely provide a Breach Notice to Seller in accordance
              with Section 6.07;

                     (ii) for any matter under Section 10.01(a) for which a
              written notice of claim specifying in reasonable detail the
              specific nature of and specific basis of the Losses and the
              estimated amount of such Indemnified Losses ("CLAIM NOTICE") is
              not delivered to Seller prior to the close of business on the day
              twenty-four (24) months following the Closing Date, and the
              indemnities granted by Seller in Section 10.01(a) shall terminate
              on such date; provided, however, that such indemnities shall
              survive with respect only to the specific matter that is the
              subject of any Claim Notice delivered in good faith in compliance
              with the requirements of this Section 10.01(b)(ii) prior to such
              twenty-four (24) month anniversary until the earlier to occur of
              (x) the date on which a final nonappealable resolution of the
              matter described in such Claim Notice has been reached or (y) the
              date on which the matter described in such Claim Notice has
              otherwise reached final resolution;

                     (iii) under Section 10.01(a) for any Tax Claim, Buyer's
              exclusive remedy for any Tax Claim being set forth in Article VII,
              which shall not be subject to any Deductible or maximum claim
              amount;

                     (iv) for any Indemnified Losses resulting from matters
              described in Section 10.01(a)(i) until the aggregate amount of
              Indemnified Losses incurred by the Buyer Indemnified Parties in
              respect of all matters giving rise to such Indemnified Losses
              exceeds $1,000,000 (the "DEDUCTIBLE") in which event Seller will
              be obligated, subject to the other provisions of this Section
              10.01(b), to indemnify the Buyer Indemnified Parties to the extent
              and only to the extent such Indemnified Losses exceed the
              Deductible; and

                     (v) for any Indemnified Losses resulting from matters
              described in Section 10.01(a)(i) that in the aggregate exceed
              twenty percent (20%) of the

                                       28


<PAGE>
              Adjusted Purchase Price (including the Deductible); provided,
              however, that this Section 10.01(b)(v) shall not apply to
              Indemnified Losses arising from a breach of Seller's
              representations or warranties set forth in Section 4.03 or to
              actions grounded in fraud. For the avoidance of doubt, the
              limitation described in this Section 10.01(b)(v) permits a maximum
              possible recovery by Buyer under Section 10.01(a)(i) (other than
              Indemnified Losses arising from a breach of Seller's
              representations or warranties set forth in Section 4.03 or actions
              grounded in fraud) of an aggregate amount equal to twenty percent
              (20%) of the Adjusted Purchase Price minus the Deductible.

       In addition to the foregoing limitations of this Section 10.01(b), except
       for actions grounded in fraud, the maximum amount in the aggregate that
       the Buyer Indemnified Parties shall be able to recover from Seller or any
       of its Affiliates for any and all Indemnified Losses resulting from
       matters described in Section 10.01(a)(i) (including with respect to
       Sections 4.03) shall in no event exceed an amount equal to 100% of the
       Adjusted Purchase Price.

              (c) Subject to the limitations of this Article X, Buyer agrees to
       indemnify, defend and hold harmless the Seller Indemnified Parties from
       and against any and all Indemnified Losses resulting from or arising out
       of any of the following:

                     (i) any breach of any of the representations and warranties
              of Buyer contained in this Agreement or in any instrument executed
              pursuant hereto;

                     (ii) any breach of any covenant of Buyer contained in this
              Agreement; and

                     (iii) any Third Party Claim in respect of the conduct of
              the Business or any part thereof, and any liability or obligation
              of either of the AMPCO Companies that arises after the Closing
              Date, including, but not limited to, the obligation to pay all
              costs and expenses incurred with respect to the Business after the
              Closing Date, but only to the extent that such Third Party Claim
              did not result from the breach of a representation or warranty of
              Seller made pursuant hereto.

       Notwithstanding anything to the contrary contained in this Section
       10.01(c), in no event shall any amounts be recovered from Buyer under
       this Section 10.01(c) for any Tax Claim, Seller's exclusive remedy with
       respect to Tax Claims being set forth in Article VII.

              (d) Notwithstanding anything to the contrary contained in this
       Agreement, in no event shall Indemnified Losses include any exemplary,
       punitive, special, indirect, consequential, remote or speculative
       damages.

       10.02 Indemnification Procedures. All claims for indemnification under
this Section 10.02 shall be asserted and resolved pursuant to this Section
10.02. Any Person claiming indemnification hereunder is hereinafter referred to
as the "INDEMNIFIED PARTY" and any Person against whom such claims are asserted
hereunder is hereinafter referred to as the "INDEMNIFYING PARTY." In the event
that any Indemnified Losses are asserted against or sought to be collected from
an Indemnified Party by a third party, said Indemnified Party shall with
reasonable promptness provide to the Indemnifying Party a Claim Notice. The
Indemnifying Party shall have thirty (30) days from the

                                       29


<PAGE>
personal delivery or receipt of the Claim Notice (the "NOTICE PERIOD") to notify
the Indemnified Party (a) whether or not it disputes the liability of the
Indemnifying Party to the Indemnified Party hereunder with respect to such
Losses and (b) whether or not it desires, at the sole cost and expense of the
Indemnifying Party, to defend the Indemnified Party against such Losses;
provided, however, that any Indemnified Party is hereby authorized prior to and
during the Notice Period to file any motion, answer or other pleading that it
shall deem necessary or appropriate to protect its interests or those of the
Indemnifying Party (and of which it shall have given notice and opportunity to
comment to the Indemnifying Party) and not prejudicial to the Indemnifying
Party. In the event that the Indemnifying Party notifies the Indemnified Party
within the Notice Period that it desires to defend the Indemnified Party against
such Losses, the Indemnifying Party shall have the right to defend all
appropriate proceedings, and with counsel of its own choosing, which proceedings
shall be promptly settled or prosecuted by them to a final conclusion. If the
Indemnified Party desires to participate in, but not control, any such defense
or settlement it may do so at its sole cost and expense. If requested by the
Indemnifying Party, the Indemnified Party agrees to cooperate with the
Indemnifying Party and its counsel in contesting any Losses that the
Indemnifying Party elects to contest or, if appropriate and related to the claim
in question, in making any counterclaim against the person asserting the third
party Losses, or any cross-complaint against any Person. No claim may be settled
or otherwise compromised without the prior written consent of the Indemnifying
Party.

       10.03 Exclusive Remedy. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE
REMEDIES SET FORTH IN ARTICLE VII AND ARTICLE X, INCLUDING THE DEDUCTIBLES,
LIABILITY LIMITS, SURVIVAL PERIODS, DISCLAIMERS AND LIMITATIONS ON SUCH
REMEDIES, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES WITH RESPECT
TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY
HEREBY RELEASES, WAIVES AND DISCHARGES, AND COVENANTS NOT TO SUE WITH RESPECT
TO, ANY CAUSE OF ACTION OR CLAIM NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT
INCLUDING CLAIMS UNDER STATE OR FEDERAL SECURITIES LAWS, AVAILABLE AT COMMON LAW
OR BY STATUTE (EXCLUDING FRAUD CLAIMS).

       10.04 Independent Investigation. Buyer acknowledges and affirms that (a)
it has had full access to the Data Room and the information contained in, or
made available or provided with respect to materials contained in, the Data
Room, (b) provided Seller complies with Seller's obligations pursuant to Section
6.01, it has had access to the personnel, officers, professional advisors,
operations and Records of the AMPCO Companies and (c) in making the decision to
enter into this Agreement and to consummate the transactions contemplated
hereby, it has relied on the representations, warranties, covenants and
agreements of Seller set forth in this Agreement and in the certificate provided
for in Section 8.02(b), and other than such reliance, it has relied solely on
the basis of its own independent investigation, analysis and evaluation of the
AMPCO Companies and their assets, business, financial condition, operations and
prospects.

       10.05 Scope of Representations. Except to the extent expressly set forth
in this Agreement, Seller makes no representations or warranties whatsoever and
disclaims all liability and responsibility for any other representation,
warranty, statement or information made or communicated (orally or in writing)
to Buyer. Without limiting the generality of the foregoing, except as expressly
set forth in this Agreement, Seller makes no representation or warranty as to
title to any of the assets or properties of the AMPCO Companies and, with
respect to any personal

                                       30
<PAGE>
property and equipment included within such assets or properties, SELLER
EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED OR EXPRESS WARRANTY OF
MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS.

                                   ARTICLE XI
                                  MISCELLANEOUS

       11.01 Confidentiality.

              (a) Until the Closing Date, all data or information received by
       Buyer or its Affiliates pursuant to this Agreement or in connection with
       the transactions contemplated thereby shall be subject to that certain
       confidentiality agreement countersigned on July 20, 2001 between the
       Buyer and Seller (the "CONFIDENTIALITY AGREEMENT"), the terms and
       conditions of which are hereby incorporated by reference as if Buyer were
       party to such agreement.

              (b) From and after the Closing, any data or information received
       at any time by Seller from Buyer and any data or information regarding
       the AMPCO Companies, including data or information regarding their assets
       and operations, shall be maintained by Seller and its representatives in
       confidence for a period of twenty-four (24) months from the Closing Date,
       except (i) to the extent necessary to resolve any matters relating to
       Governmental Authorities (including Tax controversies) or disputes with
       Buyer pursuant to this Agreement or (ii) if such information (x) is
       already in possession of the public or becomes available to the public,
       other than through the act or omission of Seller in violation of this
       Agreement; (y) is required to be disclosed under any applicable Law,
       order, decree, regulation or rule of (A) a Governmental Authority or
       court or (B) any regulatory entity, securities commission or stock
       exchange; or (z) is acquired independently and without a confidential
       restriction from a third party who represents that it has the right to
       disseminate it at the time it is acquired by Seller.

       11.02 Brokers. Regardless of whether the Closing shall occur, (a) Seller
shall indemnify and hold harmless Buyer and each of the AMPCO Companies and
their Affiliates from and against any and all liability for any brokers' or
finders' fees (and any court costs and attorneys' fees) arising with respect to
brokers or finders retained or engaged by Seller or any of its Affiliates in
respect of the transactions contemplated by this Agreement and (b) Buyer shall
indemnify and hold harmless Seller and its Affiliates from and against any and
all liability for any brokers' or finders' fees (and court costs and attorneys'
fees) arising with respect to brokers or finders retained or engaged by Buyer or
any of its Affiliates in respect of the transactions contemplated by this
Agreement.

       11.03 Expenses. Except as specifically provided herein, each Party hereto
shall pay all legal and other costs and expenses incurred by such Party or any
of its Affiliates in connection with this Agreement and the transactions
contemplated hereby.

       11.04 Notices. Any notice, request, instruction, correspondence or other
communication to be given or made hereunder by either Party to the other (herein
collectively called "NOTICE") shall be in writing and (a) delivered by hand, (b)
mailed by certified mail, postage prepaid and return receipt requested, (c) sent
by telecopier or (d) sent by Express Mail, Federal Express or other express
delivery service, as follows:

                                       31

<PAGE>
                  If to Seller, addressed to:

                  CMS Gas Transmission Company
                  Fairlane Plaza South
                  330 Town Center Drive
                  Dearborn, MI  48126
                  Attention: President
                  Telephone:  (313) 436-9222
                  Telecopier: (313) 982-8815

                  If to Buyer, addressed to:

                  Marathon Oil Company
                  5555 San Felipe Street
                  Houston, Texas  77056-2799
                  Attention: Richard L. Horstmann
                  Telephone:  (713) 296 2500
                  Telecopier: (713) 513-4172


Notice given by hand, Federal Express or other express delivery service or by
mail shall be effective upon actual receipt. Notice given by telecopier shall be
effective upon actual receipt if received during the recipient's normal business
hours, or at the beginning of the recipient's next business day after receipt if
not received during the recipient's normal business hours. All Notices by
facsimile shall be confirmed promptly after transmission in writing by certified
mail or personal delivery. No Notice shall be given to or by the AMPCO
Companies. Any Party may change any address to which Notice is to be given to it
by giving Notice as provided above of such change of address.

       11.05 Governing Law. THE PROVISIONS OF THIS AGREEMENT, THE SCHEDULES
HERETO AND THE DOCUMENTS DELIVERED PURSUANT HERETO SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS
(EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER SUCH MATTERS
TO THE LAWS OF ANOTHER JURISDICTION), EXCEPT TO THE EXTENT THAT SUCH MATTERS ARE
MANDATORILY SUBJECT TO THE LAWS OF ANOTHER JURISDICTION PURSUANT TO THE LAWS OF
SUCH OTHER JURISDICTION. THE PARTIES IRREVOCABLY CONSENT AND SUBMIT TO THE
EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS IN THE STATE OF TEXAS.

       11.06 Waiver of Jury Trial. THE PARTIES VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY OTHER TRANSACTION DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY OF THE PARTIES HERETO.
THE PARTIES HERETO HEREBY AGREE THAT THEY WILL NOT SEEK TO CONSOLIDATE ANY SUCH
LITIGATION WITH ANY OTHER LITIGATION IN WHICH A JURY TRIAL HAS NOT OR CANNOT BE
WAIVED. THE PROVISIONS OF

                                       32
<PAGE>
THIS SECTION 11.06 HAVE BEEN FULLY NEGOTIATED BY THE PARTIES HERETO AND SHALL BE
SUBJECT TO NO EXCEPTIONS.

       11.07 Entire Agreement; Amendments and Waivers. This Agreement, together
with all Schedules hereto, constitutes the entire agreement between the Parties
pertaining to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the
Parties. No supplement, modification or waiver of this Agreement shall be
binding unless executed in writing by the Party to be bound thereby. No waiver
of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision hereof (regardless of whether similar), nor shall
any such waiver constitute a continuing waiver unless otherwise expressly
provided.

       11.08 Binding Effect and Assignment. This Agreement shall be binding upon
and inure to the benefit of the Parties and their respective permitted
successors and assigns. Neither this Agreement nor any of the rights, benefits
or obligations hereunder shall be assigned, by operation of law or otherwise, by
any Party hereto prior to the Closing without the prior written consent of the
other Party, except that Seller may assign all of its rights, benefits and
obligations hereunder to an Affiliate without being released from its
obligations hereunder.

       11.09 Severability. If any one or more of the provisions contained in
this Agreement or in any other document delivered pursuant hereto shall for any
reason, be held to be invalid, illegal or unenforceable in any material respect,
such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement or any other such document.

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

       11.11 Survival of Representations. The representations and warranties in
this Agreement shall survive the Closing except for the representations and
warranties of Seller, which shall terminate twenty-four (24) months after the
Closing.

       11.12 Time of the Essence. The Parties agree and acknowledge that time is
of the essence of this Agreement.

       11.13 Counterparts; Facsimile. This Agreement may be executed in two (2)
or more counterparts, each of which shall be deemed an original, but all of
which shall constitute but one agreement. The Parties hereto agree that any
document or signature delivered by facsimile transmission shall be deemed an
original executed document for all purposes hereof.

       11.14 No Third Party Beneficiaries. This Agreement is not intended to and
shall not confer upon any Person, other than the Parties hereto (and Persons
specifically granted indemnification rights hereunder), any rights or remedies
with respect to the subject matter or any provision hereof.

                                       33

<PAGE>
         IN WITNESS WHEREOF, the Parties have duly executed this Agreement the
day and year first written above.

SELLER:                               CMS GAS TRANSMISSION COMPANY



                                      By:  /s/ Thomas L. Miller
                                          --------------------------------------
                                                   Thomas L. Miller
                                                   Vice President



BUYER:                                MARATHON OIL COMPANY



                                      By: /s/ S.J. Lowden
                                         ---------------------------------------
                                                   S.J. Lowden
                                                   Senior Vice President





<PAGE>


                            SHARE PURCHASE AGREEMENT


                                  BY AND AMONG


                              CMS METHANOL COMPANY,


                            CMS ENTERPRISES COMPANY,


                         MARATHON E.G. METHANOL LIMITED,


                                       AND


                              MARATHON OIL COMPANY




                                OCTOBER 31, 2001
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----
<S>                                                                          <C>
ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION .........................      1

  1.01  Definitions .....................................................      1

  1.02  Construction ....................................................      6

ARTICLE II PURCHASE AND SALE ............................................      7

  2.01  Transfer of Shares ..............................................      7

  2.02  Purchase Price ..................................................      7

  2.03  Estimate of Working Capital Adjustment ..........................      7

  2.04  Working Capital Adjustments .....................................      7

  2.05  Settlement Statement ............................................      8

ARTICLE III CLOSING .....................................................      9

  3.01  Time and Place of Closing .......................................      9

  3.02  Deliveries by Seller ............................................      9

  3.03  Deliveries by Buyer .............................................     10

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER AND CMS .............     11

  4.01  Existence and Qualification .....................................     11

  4.02  Authority, Approval and Enforceability ..........................     11

  4.03  Capitalization of the Companies .................................     12

  4.04  No Conflicts ....................................................     12

  4.05  Financial Statements ............................................     13

  4.06  Material Contracts ..............................................     13

  4.07  Absence of Certain Changes ......................................     15

  4.08  Employees .......................................................     15

  4.09  Insurance .......................................................     16

  4.10  Litigation ......................................................     16

  4.11  Liability for Brokers' Fees .....................................     16

  4.12  Compliance with Laws ............................................     16
</TABLE>


                                      -i-
<PAGE>
<TABLE>
<S>                                                                          <C>
  4.13  Consents and Preferential Rights ................................     16

  4.14  Taxes ...........................................................     16

  4.15  Intellectual Property ...........................................     17

  4.16  Data Room and Information .......................................     17

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER AND MARATHON ..........     18

  5.01  Corporate Existence and Qualification ...........................     18

  5.02  Authority, Approval and Enforceability ..........................     18

  5.03  No Default or Consents ..........................................     18

  5.04  Investment ......................................................     18

  5.05  Financial Capacity ..............................................     19

  5.06  Liability for Brokers' Fees .....................................     19

  5.07  No Knowledge of Seller's Breach .................................     19

ARTICLE VI COVENANTS OF SELLER AND BUYER ................................     19

  6.01  Access ..........................................................     19

  6.02  Operation of Business ...........................................     20

  6.03  Satisfaction of Buyer's Conditions ..............................     22

  6.04  Press Releases ..................................................     22

  6.05  Insurance .......................................................     22

  6.06  Satisfaction of Seller's Conditions .............................     22

  6.07  Breach Notice ...................................................     22

  6.08  Uncollected Accounts Receivable .................................     22

  6.09  Consents and Preferential Rights ................................     23

  6.10  Release of Guaranties ...........................................     23

  6.11  Preservation of Books and Records; Access .......................     23

  6.12  Further Assurances ..............................................     23

  6.13  Casualty Loss ...................................................     23

ARTICLE VII TAX MATTERS .................................................     24

  7.01  Preparation and Filing of Tax Returns ...........................     24

  7.02  Retention of Information ........................................     25

  7.03  Indemnification by Seller .......................................     25
</TABLE>


                                      -ii-


<PAGE>
<TABLE>
<S>                                                                          <C>
  7.04  Buyer Tax Indemnification .......................................     25

  7.05  Tax Indemnification Procedures ..................................     25

  7.06  Mutual Cooperation ..............................................     26

  7.07  Survival ........................................................     27

  7.08  Conflict ........................................................     27

ARTICLE VIII CLOSING CONDITIONS .........................................     27

  8.01  Conditions to Obligations of Seller .............................     27

  8.02  Conditions to Obligations of Buyer ..............................     28

ARTICLE IX TERMINATION ..................................................     30

  9.01  Termination .....................................................     30

  9.02  Effect of Termination ...........................................     31

ARTICLE X INDEMNIFICATION; SCOPE OF REPRESENTATIONS; LIMITATIONS ........     31

  10.01   Indemnification ...............................................     31

  10.02   Indemnification Procedures ....................................     33

  10.03   Exclusive Remedy ..............................................     33

  10.04   Independent Investigation .....................................     34

  10.05   Scope of Representations ......................................     34

ARTICLE XI MISCELLANEOUS ................................................     34

  11.01   Confidentiality ...............................................     34

  11.02   Brokers .......................................................     35

  11.03   Expenses ......................................................     35

  11.04   Notices .......................................................     35

  11.05   Governing Law .................................................     36

  11.06   Waiver of Jury Trial ..........................................     37

  11.07   Entire Agreement; Amendments and Waivers ......................     37

  11.08   Binding Effect and Assignment .................................     37

  11.09   Severability ..................................................     37

  11.10   Headings and Schedules ........................................     37

  11.11   Survival of Representations ...................................     37
</TABLE>


                                     -iii-


<PAGE>
<TABLE>
<S>                                                                          <C>
  11.12   Time of the Essence ...........................................     37

  11.13   Counterparts; Facsimile .......................................     38

  11.14   No Third Party Beneficiaries ..................................     38
</TABLE>


                                    SCHEDULES
<TABLE>
<S>               <C>
1.01(a)           --    Knowledge Persons of Buyer
1.01(b)           --    Knowledge Persons of Seller
2.03(a)           --    Form of Preliminary Working Capital Adjustment Statement
2.03(b)           --    Estimate of Working Capital as of September 30, 2001
3.02(a)(ii)       --    Form of Instrument of Conveyance
4.05(b)           --    Unaudited Financial Statements
4.06(a)(i)        --    Material Contracts
4.06(a)(ii)       --    Pending Material Contracts
4.06(c)           --    Matters Relating to Material Contracts
4.06(d)           --    Matters Relating to AMPCO Plant
4.08              --    Employees
4.09              --    Policies of Insurance
4.10              --    Claims and Litigation
4.12              --    Compliance with Laws
4.13              --    Consents and Preferential Purchase Rights
4.14              --    Tax Matters
4.14(j)           --    IRS Form 8832 for the Companies
6.10              --    Guarantees to be Released
8.01(f)           --    Certain Approvals (Seller's Closing Conditions)
8.02(c)           --    Form of Resignation
8.02(f)           --    Certain Approvals (Buyer's Closing Conditions)
</TABLE>


                                      -iv-

<PAGE>
                            STOCK PURCHASE AGREEMENT

      This SHARE PURCHASE AGREEMENT (this "AGREEMENT"), executed as of October
31, 2001 (the "EXECUTION DATE"), is by and among CMS METHANOL Company, a company
incorporated under the laws of the Cayman Islands ("Seller"), CMS ENTERPRISES
COMPANY, a company formed under the laws of the State of Michigan ("CMS"),
MARATHON E.G. METHANOL LIMITED, a company formed under the laws of the Cayman
Islands ("BUYER"), and MARATHON OIL COMPANY, a company formed under the laws of
the State of Ohio ("MARATHON"). Seller and Buyer shall be referred to herein
each as a "PARTY" and collectively as the "PARTIES."


                                    RECITALS

      A. Seller is the owner of 5,000 of the issued and outstanding shares (the
"SHARES") in Atlantic Methanol Associates LLC, an exempted company with limited
liability incorporated under the laws of the Cayman Islands ("ASSOCIATES"),
which Shares constitute fifty percent (50%) of the ownership interests in
Associates, with the remaining fifty percent (50%) of the shares and ownership
interest in Associates being held by Samedan Methanol, a company incorporated
under the laws of the Cayman Islands.

      B. Associates is the owner of 9,000 of the issued and outstanding shares
in Atlantic Methanol Production Company LLC, an exempted company with limited
liability incorporated under the laws of the Cayman Islands ("AMPCO" and,
together with Associates, the "COMPANIES"), which shares constitute ninety
percent (90%) of the ownership interests in AMPCO, with the remaining ten
percent (10%) of the shares and ownership interest being held by Guinea
Equatorial Oil and Gas Marketing Ltd, a company organized under the laws of
Equatorial Guinea.

      C. Buyer desires to purchase from Seller, and Seller desires to sell to
Buyer, the Shares, upon the terms and subject to the conditions contained
herein.

      NOW, THEREFORE, in consideration of the premises, agreements and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Seller and Buyer agree, upon the
terms and subject to the conditions contained herein, as follows:


                                   ARTICLE I
                      DEFINITIONS AND RULES OF CONSTRUCTION

      1.01 Definitions. Capitalized terms used herein shall have the meaning
ascribed to them in this Article I unless such terms are defined elsewhere in
this Agreement.

      "ACTUAL WORKING CAPITAL ADJUSTMENT" shall have the meaning ascribed to
such term in Section 2.05(f).

      "ADJUSTED PURCHASE PRICE" shall have the meaning ascribed to such term in
Section 2.02.

      "AFFILIATE" shall mean, with respect to any Person, any other Person
controlling, controlled by or under common control with such Person. The term
"control" as used in the preceding sentence means, with respect to a
corporation, the right to exercise, directly or indirectly, fifty percent (50%)
or more of the voting rights attributable to the shares of the controlled
corporation, or with respect to any Person other than a corporation, the
possession, directly or indirectly, of the power to direct or


                                       1
<PAGE>
cause the direction of the management or policies of such Person. The Companies
shall not be considered Affiliates of Buyer (or any of its Affiliates) or Seller
(or any of its Affiliates), and neither Buyer (nor its Affiliates) nor Seller
(nor its Affiliates) shall be considered Affiliates of either of the Companies.

      "AGREEMENT" shall have the meaning ascribed to such term in the preamble.

      "AMPCO" shall have the meaning ascribed to such term in Recital B.

      "AMPCO AGREEMENT" shall mean the Purchase and Sale Agreement dated October
31, 2001 pursuant to which CMS has agreed to sell, and Marathon has agreed to
purchase, all of CMS' right, title, and ownership interest in and to AMPCO
Marketing, L.L.C., and AMPCO Services, L.L.C.

      "AMPCO MEMBERS' AGREEMENT" shall mean the Members' Agreement for AMPCO
dated April 21, 1998.

      "AMPCO PLANT" shall have the meaning ascribed to such term in Section
4.06(d).

      "AMPCO SHARES" shall have the meaning ascribed to such term in Section
4.03(b).

      "APPROVAL" shall mean an authorization, consent, approval or waiver of,
clearance by, required notice to or registration or filing with, a Governmental
Authority or other Person and the expiration or termination of all prescribed
waiting or review periods with respect to any of the foregoing.

      "ASSOCIATES" shall have the meaning given to such term in Recital A.

      "ASSOCIATES MEMBERS' AGREEMENT" shall mean the Members' Agreement for
Associates dated April 21, 1998, as amended by the First Amendment dated August
29, 2001.

      "BASE PURCHASE PRICE" shall have the meaning ascribed to such term in
Section 2.02.

      "BREACH NOTICE" shall have the meaning ascribed to such term in Section
6.07.

      "BUSINESS" shall mean the business and operations of the Companies.

      "BUSINESS DAY" shall mean any day other than a Saturday, a Sunday or a
United States federal or Texas state banking holiday.

      "BUYER" shall have the meaning ascribed to such term in the preamble.

      "BUYER INDEMNIFIED PARTIES" shall mean Buyer, its Affiliates and their
respective directors, officers, employees, agents and representatives.

      "CLAIM NOTICE" shall have the meaning ascribed to such term in Section
10.01(b)(ii).

      "CLOSING" shall have the meaning ascribed to such term in Section 3.01.

      "CLOSING DATE" shall have the meaning ascribed to such term in Section
3.01.

      "CMS" shall have the meaning ascribed to such term in the preamble.


                                       2
<PAGE>
      "CODE" shall mean the Internal Revenue Code of 1986, as amended, and the
applicable Treasury Regulations thereunder.

      "COMPANIES" shall have the meaning ascribed to such term in Recital B.

      "CONFIDENTIALITY AGREEMENT" shall have the meaning ascribed thereto in
Section 11.01.

      "CREDITORS' RIGHTS" shall have the meaning ascribed to such term in
Section 4.02.

      "DATA ROOM" shall mean that data room located in Houston, Texas, prepared
by Seller to assist Persons interested in acquiring the Companies with an
evaluation of the Companies.

      "DEDUCTIBLE" shall have the meaning ascribed to such term in Section
10.01(b)(iv).

      "DOLLARS," "US$" or "$" shall mean the lawful currency of the United
States of America.

      "DUE DILIGENCE PERIOD" shall have the meaning ascribed to such term in
Section 6.01.

      "EXECUTION DATE" shall have the meaning ascribed to such term in the
preamble.

      "ENVIRONMENTAL LAW" shall mean any Law issued, promulgated or entered into
by any Governmental Authority of the Republic of Equatorial Guinea relating to
the environment or preservation or reclamation of natural resources.

      "FINANCIAL STATEMENTS" shall have the meaning ascribed to such term in
Section 4.05.

      "GAAP" shall mean generally accepted accounting principles in effect in
the United States of America.

      "GOVERNMENTAL AUTHORITY" shall mean any government, governmental agency,
authority, entity or instrumentality or any court thereof.

      "INDEMNIFIED LOSSES" shall mean any and all Losses reduced by the amount
of any Tax benefit actually realized and by the amount of any insurance proceeds
actually recovered from any Person that is not an Affiliate of any Person
entitled to indemnification hereunder, but only to the extent that the Person
entitled to indemnification did not negligently or intentionally take actions
that materially exacerbated such Losses, provided that Indemnified Losses shall
not include any Losses attributable to matters for which an adjustment to the
Base Purchase Price has been made pursuant to Section 2.03 or 2.05.

      "INDEMNIFIED PARTY" shall have the meaning ascribed to such term in
Section 10.02.

      "INDEMNIFYING PARTY" shall have the meaning ascribed to such term in
Section 10.02.

      "INTELLECTUAL PROPERTY" shall mean all trademarks, service marks, trade
names, patents, trade secrets, and copyrights used by either of the Companies
that, in each case, is material to the Business of either of the Companies.

      "INSTRUMENT OF CONVEYANCE" shall have the meaning ascribed to such term in
Section 3.02(a)(ii).


                                       3
<PAGE>
      "INTERCOMPANY AGREEMENTS" shall have the meaning ascribed to such term in
Section 4.06(a)(x).

      "KNOWLEDGE" shall mean the actual knowledge of the persons listed in
Schedule 1.01(a), in the case of Buyer, and those listed on Schedule 1.01(b), in
the case of Seller; provided, however, that such persons shall be assumed to
have actual knowledge of items if there is persuasive evidence that such persons
must have had knowledge by virtue of their respective roles and functions.

      "LAW" shall mean any constitution, statute, code, regulation, rule,
injunction, judgment, order, decree, ruling (including any agreement with a
Governmental Authority having the force of law), charge or other restriction of
any applicable Governmental Authority.

      "LOSSES" shall mean all losses, costs, and expenses, including attorneys'
fees and expenses; provided, however, that for the avoidance of doubt, any
Losses suffered by the Companies shall only constitute Losses to Buyer to the
extent of the fifty percent (50%) ownership interest in Associates and the
indirect forty-five percent (45%) ownership interest in AMPCO that is being
acquired by Buyer pursuant to this Agreement.

      "MARATHON" shall have the meaning ascribed to such term in the preamble.

      "MATERIAL ADVERSE EFFECT" shall mean an adverse effect on the business,
financial condition or assets of the Companies that results in Losses to Buyer
or the Companies of $1,000,000 or more, excluding matters (such as, without
limitation, decreases in the prices received by AMPCO for methanol produced)
that are general, regional, industry-wide or economy-wide developments and
excluding political events and conditions; provided, however, that for the
avoidance of doubt Buyer shall only be deemed to suffer Losses as a result of
adverse effects on the Companies to the extent of the fifty percent (50%)
ownership interest in Associates and the indirect forty-five percent (45%)
ownership interest in AMPCO that is being acquired by Buyer pursuant to this
Agreement.

      "MATERIAL CONTRACTS" shall have the meaning ascribed to such term in
Section 4.06(a).

      "MEASUREMENT DATE" shall mean 7:01 a.m. Equatorial Guinea time on January
1, 2002.

      "NET METHANOL PRICE" shall mean the price per ton for methanol payable to
AMPCO for the subject methanol less the unit rates for storage and terminalling,
inspections and surveys, finance charges, commission, and shipping and any other
deductions necessary to arrive at a realized net price to AMPCO.

      "NOTICE" shall have the meaning ascribed to such term in Section 11.04.

      "NOTICE PERIOD" shall have the meaning ascribed to such term in Section
10.02.

      "OPIC FINANCING" shall mean the limited recourse financing in the original
principal amount of $173,000,000 proposed to be provided by the United States
Overseas Private Investment Corporation to AMPCO.

      "PARTY" or "PARTIES" shall have the meaning ascribed to such term in the
preamble.

      "PERSON" shall mean an individual, partnership, corporation,
joint-venture, trust, estate, unincorporated organization or association or
other legal entity.


                                       4
<PAGE>
      "PENDING MATERIAL CONTRACTS" shall have the meaning ascribed to such term
in Section 4.06(a).

      "PERMITTED ENCUMBRANCES" shall mean (i) the terms and conditions of the
Material Contracts and the Pending Material Contracts, (ii) matters disclosed in
any Schedule to this Agreement, (iii) sales contracts terminable without penalty
upon no more than thirty (30) days' notice to the purchaser of methanol; (iv)
materialman's, mechanic's, repairman's, employee's, contractor's, tax, and other
similar liens or charges arising in the ordinary course of business for
obligations that are not yet due; (v) easements, rights-of-way, servitudes,
permits, surface leases and other rights of third parties in respect of surface
operations, to the extent the same do not have a Material Adverse Effect on the
conduct of the Business of the Companies; (vi) rights reserved to or vested in a
Governmental Authority having jurisdiction to control or regulate the Business
of the Companies in any manner whatsoever, and all Laws of such Governmental
Authorities, and (vii) any other matters that do not materially interfere with
the normal and ordinary course of the Business of the Companies and that would
not be considered material when applying general standards in the international
petrochemical industry.

      "PRELIMINARY WORKING CAPITAL ADJUSTMENT" shall have the meaning ascribed
to such term in Section 2.03.

      "REASONABLE EFFORTS" shall mean the taking by a Party of such action as
would be in accordance with reasonable commercial practices as applied to the
particular matter in question; provided, however, that such action shall not
include the incurrence of unreasonable expense.

      "RECORDS" shall mean and include all originals and copies (except where
the context indicates that only originals or copies are being referred to) of
minute books, tax records, agreements, documents, computer files and tapes,
maps, books, records, accounts and files of the Companies relating to the
Companies and the Business.

      "SCHEDULE" shall mean any schedule attached to and made a part of this
Agreement.

      "SELLER" shall have the meaning ascribed to such term in the preamble.

      "SELLER INDEMNIFIED PARTIES" shall mean Seller, its Affiliates and their
respective directors, officers, employees, agents and representatives.

      "SETTLEMENT STATEMENT" shall have the meaning ascribed to such term in
Section 2.05(a).

      "SHARES" shall have the meaning ascribed to such term in Recital A.

      "TAX" or "TAXES" shall mean any federal, state, local or foreign income,
gross receipts, license, payroll, employment, excise, severance, premium
windfall profits, environmental, customs duties, capital stock, capital gain,
petroleum profits, value added, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, minimum, alternative or add-on minimum, estimated
or other tax of any kind whatsoever, including any interest, penalty or addition
thereto, whether disputed or not.

      "TAX CLAIM" shall mean any Losses arising out of a breach of the
representations and warranties in Section 4.14 or any of the provisions of
Article VII.


                                       5
<PAGE>
      "TAX INDEMNIFIED PARTY" shall have the meaning ascribed to that term in
Section 7.05(a).

      "TAX ITEMS" shall have the meaning ascribed to that term in Section
4.14(a).

      "TAX INDEMNIFYING PARTY" shall have the meaning ascribed to that term in
Section 7.05(a).

      "TAX RETURN" shall have the meaning ascribed to that term in Section
4.14(a).

      "THIRD PARTY CLAIM" shall mean any claim, action or proceeding made or
brought by any Person who or that is not a Party or an Affiliate of the Party
seeking indemnification.

      "TRANSFER TAXES" shall mean all transfer, sales, use, stamp, registration
or other similar Taxes or fees resulting from the transactions contemplated by
this Agreement.

      "UNCOLLECTED ACCOUNTS RECEIVABLE" shall have the meaning ascribed to such
term in Section 2.05(c).

      "UPSTREAM AGREEMENT" shall mean the Stock Purchase Agreement dated October
31, by and among CMS Oil and Gas Company, CMS, Marathon E.G. Holding Limited and
Marathon.

      "WORKING CAPITAL" shall mean the combined total current assets of
Associates less combined current liabilities of Associates as defined by GAAP.

      1.02 Construction.

            (a) All article, section, subsection, schedule and exhibit
      references used in this Agreement are to articles, sections, subsections,
      schedules and exhibits to this Agreement unless otherwise specified.

            (b) The schedules and exhibits attached to this Agreement constitute
      a part of this Agreement and are incorporated herein for all purposes.

            (c) Unless the context of this Agreement clearly requires otherwise
      (i) the singular shall include the plural and the plural shall include the
      singular wherever and as often as may be appropriate, (ii) the words
      "includes" or "including" shall mean "including without limitation," (iii)
      the words "hereof," "hereby," "herein," "hereunder" and similar terms in
      this Agreement shall refer to this Agreement as a whole and not any
      particular section or article in which such words appear and (iv) any
      reference to a statute, regulation or law shall include any amendment
      thereof or any successor thereto and any rules and regulations promulgated
      thereunder.

            (d) Currency amounts referenced herein, unless otherwise specified,
      are in United States Dollars.

            (e) Whenever this Agreement refers to a number of days, such number
      shall refer to calendar days unless Business Days are specified.

            (f) All accounting terms used herein and not expressly defined
      herein shall have the meanings given to them under GAAP. References to
      GAAP herein shall refer to such


                                       6
<PAGE>
      principles in effect in the United States of America as of the date of the
      statement to which such phrase refers.


                                   ARTICLE II
                                PURCHASE AND SALE

      2.01 Transfer of Shares. Upon the terms and subject to the conditions of
this Agreement, at the Closing, Buyer agrees to purchase the Shares from Seller
and to deliver payment for such Shares as provided in Section 2.02, and Seller
agrees to sell, assign and deliver the Shares to Buyer, subject to the receipt
of payment for such Shares as provided in Section 2.02.

      2.02 Purchase Price. The consideration to be paid by Buyer to Seller at
Closing for the Shares shall be Two Hundred Seventy-One Million Five Hundred
Thousand Dollars ($271,500,000) (the "BASE PURCHASE PRICE") as adjusted by
forty-five percent (45%) of the Preliminary Working Capital Adjustment according
to Section 2.04; provided, however, that, if at the Closing the OPIC Financing
has closed and funded, the Base Purchase Price shall be reduced in an amount
equal to that portion of the principal amount of the OPIC Financing actually
distributed to or otherwise received by Seller or Seller's Affiliates (the Base
Purchase price, as adjusted, shall be referred to herein as the "ADJUSTED
PURCHASE PRICE"). In addition, if the Closing occurs later than January 3, 2002
pursuant to the provisions of Section 3.01, the Adjusted Purchase Price shall be
increased by an amount equal to the capital contributions, if any, made by
Seller to Associates on or after the Measurement Date and interest on the
Adjusted Purchase Price from and including January 3, 2002 up to but excluding
the Closing Date calculated at a per annum interest rate of five percent (5%).

      2.03 Estimate of Working Capital Adjustment. Seller shall deliver to Buyer
no later than five (5) Business Days prior to the Closing Date a statement in
the format set forth on Schedule 2.03(a) setting forth the amount obtained by
subtracting $15,700,000 from Seller's reasonable estimate of the Working Capital
of Associates as of the Measurement Date (such difference, the "PRELIMINARY
WORKING CAPITAL ADJUSTMENT"); provided, however, that for purposes of this
Section 2.03 the reasonable estimate of Working Capital shall be adjusted such
that (a) an amount equal to the amount of capital expenditures budgeted for
completion of the AMPCO Plant and related facilities, including the new housing,
as set forth in the approved 2002 capital budget for the Companies (currently
estimated to be approximately $8,800,000) and not otherwise included in Working
Capital, shall be treated and separately stated as a Current Liability, (b) the
value of AMPCO's inventory of methanol shall be the value determined by
multiplying the estimated volume of methanol as of the Measurement Date by the
Net Methanol Price for the last lifting of methanol prior to the date of
preparation of the Preliminary Working Capital Adjustment, (c) any prepaid
amounts relating to items that should be capitalized as fixed assets of the
Companies shall be deducted from the value for Current Assets, and (d) the value
for inventories included in the calculation of Current Assets shall include only
those items of materials and supplies having a unit value of $100 or more.
Attached as Schedule 2.03(b) for illustrative purposes only is a completed
statement setting forth the Working Capital of Associates as of September 30,
2001 (without the adjustments provided for in the proviso to the preceding
sentence). Such statement shall be accompanied by a worksheet setting forth in
reasonable detail Seller's calculations used to estimate the Preliminary Working
Capital Adjustment. Seller shall provide Buyer with reasonable access to the
data used to prepare the Preliminary Working Capital Adjustment and the
worksheet.

      2.04 Working Capital Adjustments. If the Preliminary Working Capital
Adjustment is positive, Buyer shall pay Seller, at the Closing, in addition to
the Base Purchase Price, an amount


                                       7
<PAGE>
equal to forty-five percent (45%) of such Preliminary Working Capital
Adjustment. If the Preliminary Working Capital Adjustment is negative, the Base
Purchase Price payment by Buyer to Seller pursuant to Section 2.02 shall be
reduced by an amount equal to forty-five percent (45%) of such Preliminary
Working Capital Adjustment.

      2.05 Settlement Statement.

            (a) At 7:01 a.m. Equatorial Guinea time on January 1, 2002, Seller
      shall measure the amount of methanol in AMPCO's inventory in accordance
      with prudent practices used in the international petrochemical industry,
      and Buyer shall have the right to have someone present for such
      measurement.

            (b) Within 120 days following the Closing Date, Seller and Buyer
      shall jointly prepare a statement (the "SETTLEMENT STATEMENT"), which
      shall provide the actual Working Capital as of the Measurement Date based
      on actual revenues earned and obligations incurred up to and including the
      Measurement Date, subject to the adjustments provided for in the proviso
      to the first sentence of Section 2.03 and in Section 2.05(c); provided,
      however, that for purposes of this Section 2.05 the value of AMPCO's
      inventory of methanol included in the determination of Working Capital
      shall be the value determined by multiplying the volume of methanol
      established pursuant to Section 2.05(a) by the Net Methanol Price for the
      first lifting of methanol after the Measurement Date. The Settlement
      Statement shall also specify any adjustments to the Adjusted Purchase
      Price made pursuant to the last sentence of Section 2.02 if the Closing
      Date occurs after January 3, 2002. As part of the joint preparation of the
      Settlement Statement, Seller and Buyer shall, as soon as practicable and
      within sixty (60) days after the Closing Date, jointly perform an audit to
      verify the existence of those materials and supplies of the Companies
      having a unit value of $1,000 or higher in accordance with prudent
      industry practices, including the records of the Companies with respect to
      any purchases, sales, or other utilizations of such materials and supplies
      from the Measurement Date to the date of the audit.

            (c) Except for accounts created as a result of advances to nationals
      of the Republic of Equatorial Guinea providing services directly or
      indirectly to the Companies and accounts receivable from AMPCO Marketing,
      L.L.C. and AMPCO Services, L.L.C., any accounts receivable as of the
      Measurement Date that have not been collected (net of any payables due to
      any company as to which there is such an account receivable) as of the
      date of the Settlement Statement (the "UNCOLLECTED ACCOUNTS RECEIVABLE")
      shall be deemed to have zero value and will not be included in the
      Settlement Statement.

            (d) If Buyer and Seller shall be unable to agree on the Settlement
      Statement within 120 days after the Closing Date, the public accounting
      firm of Ernst & Young., or such other nationally recognized public
      accounting firm as is mutually acceptable to Buyer and Seller, shall be
      engaged to make its determination of any amounts in dispute (and only such
      amounts). Each Party shall bear and pay one-half of the fees and other
      costs charged by such accounting firm.

            (e) If any accounting firm is engaged as provided in Section
      2.05(d), Seller and Buyer agree to provide such accounting firm with a
      detailed statement itemizing any amounts in dispute and all books, Records
      and other information relevant to the determination of the amounts in
      dispute. Such accounting firm shall be instructed to use a

                                       8
<PAGE>
      materiality standard as such firm may determine to be reasonable under the
      circumstances, in light of the cost to be incurred and the amounts at
      issue. Each Party shall each be permitted to provide expert testimony to
      such accounting firm supporting such Party's position, and such accounting
      firm shall take such testimony into account. Such accounting firm shall be
      instructed to make such calculations as soon as practicable. The final
      determination of any of the aforesaid disputed items pursuant to this
      Section 2.05(e) shall be binding on the Parties.

            (f) If the amount obtained by subtracting $15,700,000 from the
      actual Working Capital as of the Measurement Date as agreed by the Parties
      or determined by the aforementioned accounting firm (the "ACTUAL WORKING
      CAPITAL ADJUSTMENT") differs from the Preliminary Working Capital
      Adjustment, then Buyer shall pay Seller, or Seller shall pay Buyer, as the
      case may be, by wire transfer in immediately available funds, within five
      (5) Business Days after final determination of the Actual Working Capital
      Adjustment, forty-five percent (45%) of the sum of (i) the difference
      (whether positive or negative) between the Preliminary Working Capital
      Adjustment and the Actual Working Capital Adjustment and (ii) interest on
      such amount at a rate of eight percent (8%) per annum, compounded monthly,
      from the Closing Date to the date of payment.


                                  ARTICLE III
                                     CLOSING

      3.01 Time and Place of Closing. Subject to fulfillment or waiver of the
conditions precedent specified in Sections 8.01 and 8.02, the consummation of
the transactions contemplated by this Agreement (the "CLOSING") shall take place
at the offices of Vinson & Elkins L.L.P., 1001 Fannin, Houston, Texas commencing
at 8:00 a.m. local time(a) on January 3, 2002 (provided, however, that such date
shall be extended (i) for any period of time that Seller is attempting to cure a
breach in accordance with the provisions of Section 6.07 or (ii) for any period
of time that the respective Affiliate of Seller has extended the date for
closing the transactions contemplated by the AMPCO Agreement or the Upstream
Agreement, in each case through and including, but no later than, April 2, 2002)
or(b) on such other date as Buyer and Seller may mutually agree in writing. The
date upon which the Closing occurs shall be referred to herein as the "CLOSING
DATE."

      3.02 Deliveries by Seller.

            (a) Delivery of Documents. At the Closing, Seller shall deliver to
      Buyer:

                  (i) With respect to the Shares, stock certificates
            representing such Shares, accompanied by (A) a duly executed share
            transfer form, (B) a copy of a duly executed resolution of the
            Management Committee of Associates approving transfer of the Shares,
            and (C) a copy of Associates share register reflecting the transfer
            of the Shares to Buyer;

                  (ii) Two (2) originals of an assignment and assumption
            agreement duly executed by Seller and Associates in substantially
            the form attached hereto as Schedule 3.02(a)(ii) with respect to the
            interest of the Seller in and to the Shares and Associates (the
            "INSTRUMENT OF CONVEYANCE"); and


                                       9
<PAGE>
                  (iii) All other documents, instruments and writings required
            to be delivered by Seller at the Closing pursuant to the terms of
            this Agreement.

            (b) Delivery of Records. On the Closing Date (or as soon thereafter
      as practicable), Seller shall deliver or cause to be delivered to Buyer
      all Records of the Companies in Seller's possession, subject to the
      following provisions:

                  (i) Seller may retain the originals of all Records that
            contain information relating to the Companies but principally relate
            to Seller or its Affiliates (with Buyer to receive copies thereof),
            and Seller may retain copies of all Records that contain information
            relating to Seller or its Affiliates but principally relate to the
            Companies;

                  (ii) Seller may retain all Records prepared in connection with
            the sale of the Shares, including offers received from prospective
            purchasers of the Shares and any information relating to such
            offers, and need not deliver to Buyer or grant Buyer access to any
            such Records; and

                  (iii) Seller may retain (with Buyer to receive copies thereof)
            all consolidating and consolidated financial information and all
            other accounting Records prepared or used in connection with (A) the
            preparation of financial statements of the Companies and (B) the
            preparation and filing of any Tax Returns.

      3.03 Deliveries by Buyer. At the Closing, Buyer shall deliver to Seller:

            (a) The Adjusted Purchase Price, no later than 1:00 p.m., Houston
      time, on the Closing Date, by wire transfer of immediately available funds
      to an account designated by Seller;

            (b) Two (2) originals of the Instrument of Conveyance duly executed
      by Buyer; and

            (c) All other documents, instruments and writings required to be
      delivered by Buyer at the Closing pursuant to the terms of this Agreement.


                                       10
<PAGE>
                                   ARTICLE IV
                REPRESENTATIONS AND WARRANTIES OF SELLER AND CMS

      Each of Seller and CMS represents and warrants to Buyer as of the date
hereof as follows:

      4.01 Existence and Qualification. Each of Seller, CMS, and the Companies
is a corporation or company duly organized and validly existing under the laws
of the jurisdiction of its organization. Each of Seller, CMS, and the Companies
(to the Knowledge of Seller as it relates to compliance by AMPCO with any legal
requirements of the Government of Equatorial Guinea) is duly authorized to
conduct business and is in good standing under the laws of each jurisdiction
where such qualification is required, except where the lack of such
qualification would not have a Material Adverse Effect. Each of the Companies
(to the Knowledge of Seller as it relates to compliance by AMPCO with any legal
requirements of the Government of Equatorial Guinea) has all requisite power and
authority to own, operate and lease its properties and to carry on the Business
as presently conducted by it.

      4.02 Authority, Approval and Enforceability. Each of Seller and CMS has
all requisite corporate power and authority to execute and deliver this
Agreement and to perform its obligations under this Agreement. The execution and
delivery of this Agreement by each of Seller and CMS and the performance of the
transactions contemplated hereby by Seller and CMS have been duly and validly
approved by the board of directors of Seller and CMS, by the shareholder of
Seller, and by all other corporate action, if any, necessary on behalf of Seller
and CMS. The resolutions of the management committee of Associates approving the
transfer of the Shares has been duly and validly adopted by such management
committee. This Agreement has been duly executed and delivered on behalf of
Seller and CMS and constitutes the legal, valid and binding obligation of Seller
and CMS, enforceable against Seller and CMS in accordance with its terms,
subject to applicable bankruptcy, insolvency or other similar laws relating to
or affecting the enforcement of creditors' rights generally and to general
principles of equity ("CREDITORS' RIGHTS"). At the Closing all documents
required hereunder to be executed and delivered by Seller and CMS will have been
duly authorized, executed and delivered by Seller and CMS and will constitute
legal, valid and binding obligations of Seller and CMS, enforceable in
accordance with their terms, subject to Creditors' Rights.


                                       11
<PAGE>
      4.03 Capitalization of the Companies.

            (a) The authorized share capital of Associates is $50,000 divided
      into 50,000 ordinary shares of $1.00 nominal or par value. Of the
      authorized shares, 10,000 shares have been issued at a subscription price
      of $42,000 per share, the subscription amount to be paid as and when
      required pursuant to the Associates Members' Agreement. Seller owns
      beneficially and of record the Shares. The Shares represent fifty percent
      (50%) of issued and outstanding shares of Associates. Except as otherwise
      provided in the Associates Members' Agreement, (i) the Shares are free and
      clear of all mortgages, pledges, security interests, liens or encumbrances
      of any kind and are not subject to any agreements or understandings among
      any Persons with respect to the voting or transfer thereof, and (ii) there
      are no outstanding subscriptions, options, convertible securities,
      warrants, calls or other securities granting rights to purchase or
      otherwise acquire the Shares or any unissued shares or new securities of
      Associates or any commitments or agreements of any character obligating
      Seller or Associates to issue or transfer any such shares or other
      securities.

            (b) The authorized share capital of AMPCO is $50,000 divided into
      50,000 ordinary shares of $1.00 nominal or par value. Of the authorized
      shares, 10,000 shares have been issued at a subscription price of $42,000
      per share, the subscription amount to be paid as and when required
      pursuant to the AMPCO Members' Agreement. Associates owns beneficially and
      of record 9,000 of the shares of AMPCO (the "AMPCO SHARES"), which
      represent ninety percent (90%) of the issued and outstanding shares of
      AMPCO. Except as otherwise provided in the AMPCO Members' Agreement, (i)
      the AMPCO Shares are free and clear of all mortgages, pledges, security
      interests, liens or encumbrances of any kind and are not subject to any
      agreements or understandings among any Persons with respect to the voting
      or transfer thereof and (ii) there are no outstanding subscriptions,
      options, convertible securities, warrants, calls or other securities
      granting rights to purchase or otherwise acquire such shares in AMPCO or
      any unissued shares or other new securities of AMPCO or any commitments or
      agreements of any character obligating AMPCO to issue or transfer any such
      shares or other securities.

      4.04 No Conflicts. Except as provided in Schedule 4.13, neither the
execution and delivery of this Agreement nor the consummation of the
transactions contemplated herein will:

            (a) conflict with or result in a breach, default or violation of the
      articles of incorporation or other governing documents of Seller, CMS, or
      either of the Companies;

            (b) conflict with or result in a breach, default or violation of,
      any material agreement, document, instrument, judgment, decree, order,
      governmental permit, certificate or license to which Seller, CMS, or
      either of the Companies (to the Knowledge of Seller as it relates to
      compliance by AMPCO with any legal requirements of the Government of
      Equatorial Guinea) is a party or is subject that would have a Material
      Adverse Effect; or

            (c) result in the creation of any lien, charge or other encumbrance
      upon any of the properties or assets of either of the Companies that would
      have a Material Adverse Effect.


                                       12
<PAGE>
      4.05 Financial Statements.

            (a) The balance sheet of AMPCO and the related statements of
      members' equity and of cash flows for the twelve (12) month period ending
      December 31, 2000 certified by Arthur Andersen LLP, copies of which have
      been delivered to the Buyer by the Seller, fairly present in all material
      respects the financial position of AMPCO as of such date and the results
      of its operations and cash flows for such year and have been prepared in
      accordance with GAAP.

            (b) Attached as Schedule 4.05 are the unaudited balance sheet of
      each of the Companies as of September 30, 2001 and the related statements
      of income for the period then ended. Such balance sheets and statements of
      income fairly present in all material respects the financial position of
      the Companies as of such date and the results of their respective
      operations for such period and have been prepared in accordance with GAAP,
      except that footnotes and related schedules otherwise required by GAAP
      have not been included with such unaudited financial statements.

            (c) The financial statements referred to in clauses (a) and (b)
      above are hereinafter referred to as the "FINANCIAL STATEMENTS."

      4.06 Material Contracts.

            (a) Except as listed on Schedule 4.06(a)(i) (collectively, the
      "MATERIAL CONTRACTS"), none of the Companies is a party to or bound by any
      lease, agreement or other contract of the type described below currently
      in effect (except for those entered into after the Execution Date and
      prior to the Closing in accordance with Section 6.02):

                  (i) any agreements whereby either of the Companies guarantees
            any material obligation of Seller, any of its Affiliates, or any
            other Person;

                  (ii) any employment agreement between either of the Companies
            and any expatriates (other than employment contracts with Philippine
            Overseas Contract Workers who do not fill management positions and
            similar non-local employees);

                  (iii) any agreement for capital expenditures or the
            acquisition or construction of fixed assets that requires future
            payments in excess of $500,000 (or the equivalent in local
            currency);

                  (iv) any collective bargaining agreement with any labor union;

                  (v) any agreement granting to any Person a right of first
            refusal, option, subscription right or other preferential right to
            purchase or acquire any of the Shares;

                  (vi) agreements, indentures or other instruments relating to
            the borrowing, or the guarantee of any borrowing, by either of the
            Companies;

                  (vii) any agreement for the purchase or sale of natural gas,
            methanol, or associated products with a term of more than ninety
            (90) days;


                                       13
<PAGE>
                  (viii) any agreement for the sale of any asset (other than
            sales of methanol or associated products in the ordinary course of
            business) of any of the Companies for more than $2,000,000 (or the
            equivalent in local currency);

                  (ix) any agreement that constitutes a lease under which either
            of the Companies is the lessor or lessee of real or personal
            property which lease (A) cannot be terminated without penalty upon
            not more than thirty (30) days notice and (B) involves an annual
            base rental in excess of $500,000 (or the equivalent in local
            currency) or whereby such a lease constitutes a capital lease for
            Tax or GAAP purposes;

                  (x) any agreement with Seller or its Affiliates relating to
            the provision of goods or services or the payment of funds or the
            advancing or borrowing of money (the "INTERCOMPANY Agreements");

                  (xi) any agency, consultancy or similar agreement requiring
            payment in excess of $250,000 per annum (or the equivalent in local
            currency);

                  (xii) any agreement concerning a partnership or joint venture;

                  (xiii) any commodity futures agreement;

                  (xiv) any other agreement that (A) involves future payment by
            or to any of the Companies in excess of $500,000 (or the equivalent
            in local currency) and (B) is not an agreement entered into in the
            ordinary course of owning and operating a methanol production
            facility and marketing production therefrom;

                  (xv) any agreement granting or reserving a net profits
            interest, overriding royalty interest, production payment, incentive
            compensation based on production, or similar burden on methanol
            production that reduces the proceeds of production that would
            otherwise be attributable to the Companies;

                  (xvi) any agreement pursuant to which AMPCO has transferred an
            interest in the AMPCO Plant or subjected the AMPCO Plant to any
            liens or judgments.

      Attached as Schedule 4.06(a)(ii) is a list of certain agreements that, as
      of the Execution Date, have not been executed and are under negotiation
      (the "PENDING MATERIAL CONTRACTS"). True and complete copies of each
      Pending Material Contract have been made available to Buyer, and the draft
      date of each such draft so made available is listed on Schedule
      4.06(a)(ii).

            (b) True and complete copies of each Material Contract have been
      made available to Buyer; provided, however, that certain of the documents
      are in the Spanish language, and Seller makes no representations as to the
      accuracy or completeness of any English translations made available to
      Buyer.

            (c) To the Knowledge of Seller, except as set forth in Schedule
      4.06(c), (i) each of the Material Contracts is in full force and effect,
      except to the extent that the failure to be in full force and effect would
      not have a Material Adverse Effect, and (ii) neither of the Companies is
      in default with respect to any Material Contract, other than exceptions to
      the foregoing that would not have a Material Adverse Effect.


                                       14
<PAGE>
            (d) Except as set forth on Schedule 4.06(d), (i) to the Knowledge of
      Seller, (i) AMPCO has acquired the rights required pursuant to applicable
      Law to construction, own, and operate the methanol production plant and
      related facilities owned and operated by AMPCO (the "AMPCO PLANT") in
      substantially the manner in which it has been constructed, owned, and
      operated prior to the Execution Date, (ii) the government of the Republic
      of Equatorial Guinea, as of the Execution Date, has not threatened
      termination of any of the rights of AMPCO with respect to the AMPCO Plant,
      and (iii) AMPCO has not transferred any interest in the AMPCO Plant to any
      other party or subjected to the AMPCO Plant to any liens or judgments
      (except for Permitted Encumbrances).

      4.07 Absence of Certain Changes. Since the date of the September 30, 2001
Financial Statements, neither of the Companies has

            (a) transferred any of its assets, including any right under any
      lease or Material Contract or any proprietary right or other intangible
      asset, in each case having a value in excess of $1,000,000 except for fair
      consideration and in the ordinary course of business;

            (b) waived, released, canceled, settled or compromised any debt,
      claim or right having a value in excess of $1,000,000 in each case except
      in the ordinary course of business;

            (c) suffered (i) any damage, destruction or casualty of property if
      the anticipated cost to repair such property, after application of all
      insurance proceeds with respect thereto, exceeds $5,000,000 in the
      aggregate or (ii) any taking by condemnation or eminent domain of any of
      its property or assets having a historical cost or fair market value that
      exceeds $2,000,000;

            (d) conducted any of its affairs in a manner that is outside the
      ordinary course of business and inconsistent with its past practices
      except (i) for any event described in any of Sections 4.07(a) through (c)
      hereof( disregarding the applicable dollar thresholds in any of such
      sections), (ii) as otherwise contemplated in this Agreement, or (iii) as
      results from announcements by Seller of its intention to sell the Shares;

            (e) changed any accounting methods or principles used in recording
      transactions on the books of any Company or in preparing the financial
      statements of either Company other than as required by GAAP; or

            (f) entered into any contract committing itself with respect to any
      of the foregoing.

      4.08 Employees. Except as set forth on Schedule 4.08, (i) the Companies
have no employees, and (ii) the Companies do not administer or sponsor any
employee pension benefit plan or employee welfare benefit plan. For the purposes
of this Section 4.08, an employee pension benefit plan includes any plan, fund
or program providing either retirement income to employees, former employees or
their beneficiaries or a deferral of income to employees, former employees or
their beneficiaries beyond termination of employment. Also, for purposes of this
Section 4.08, an employee welfare benefit plan includes any plan, fund or
program providing employees, former employees or their beneficiaries with
health, sickness, accident, disability, death, unemployment or other similar
benefits.


                                       15
<PAGE>
      4.09 Insurance. Schedule 4.09 contains a list of all material policies of
property damage, liability and other forms of insurance (other than officer's
and director's liability policies) that cover occurrences as of, or claims made
on, the date hereof and maintained by either of the Companies or by Seller or
any Affiliate thereof to the extent applicable to either of the Companies.

      4.10 Litigation. Except for (a) claims listed in Schedule 4.10, (b) claims
under worker's compensation and similar Laws, (c) routine claims for employee
benefits and (d) claims for money damages alone of less than $250,000 (or the
equivalent in local currency) in respect of any claim, there are no lawsuits,
claims, arbitrative, governmental investigations or other legal proceedings
pending or, to the Knowledge of Seller, threatened against either of the
Companies or otherwise relating to the conduct of the Business that would have a
Material Adverse Effect.

      4.11 Liability for Brokers' Fees. Buyer will not directly or indirectly
incur any liability or expense as a result of any undertakings or agreements of
Seller or Seller's Affiliates for brokerage fees, finder's fees, agent's
commissions or other similar forms of compensation in connection with this
Agreement or any agreement or transaction contemplated hereby.

      4.12 Compliance with Laws. Except as listed in Schedule 4.12, neither of
the Companies has received any written notice of any violation of any applicable
Law other than such violations as would not have a Material Adverse Effect.
Except as would not have a Material Adverse Effect or as set forth on Schedule
4.12, (a) to the Knowledge of Seller, the Companies are in compliance with all
applicable Laws and (b) neither of the Companies has entered into or agreed to
any court decree or order or is subject to any judgment, decree or order
relating to compliance with any applicable Laws.

      4.13 Consents and Preferential Rights. Except as disclosed in Schedule
4.13, (i) no consents are required to be obtained by Seller or any of the
Companies in connection with the transfer of the Shares to Buyer, and (ii) there
are no preferential purchase rights applicable to the transfer of the Shares to
Buyer.

      4.14 Taxes. Except as set forth on Schedule 4.14 or as would not otherwise
have a Material Adverse Effect,

            (a) To the Knowledge of Seller, all returns, reports, and
      declarations of estimated Tax with respect to any Tax that are required to
      be filed on or prior to the Closing with respect to the Companies ("TAX
      RETURNS") have or will be duly and properly filed, all items of income,
      gain, loss, deduction, credit, or other items ("TAX ITEMS") required to be
      included in each such Tax Return have been so included, and all such Tax
      Items and any other information provided in each such Tax Return are true,
      correct, complete, and in accordance with applicable Laws, and all such
      Tax Returns reflect all liabilities for Taxes for the periods covered by
      such Tax Returns, all Taxes shown as due on each such Tax Return have been
      or will be timely paid in full, no penalty, interest, or other charge is
      or will become due with respect to the late filing of any such Tax Return
      or late payment of any such Tax or any estimate relating to such Tax, and
      all Tax withholdings and deposit requirements imposed on or with regard to
      the Companies have been satisfied in full in all respects.

            (b) There is no investigation or other proceeding pending with
      respect to the Companies for any Tax in any jurisdiction where the
      Companies do not file Tax Returns.


                                       16
<PAGE>
            (c) There are no pending audits, assessments or claims for any Tax
      deficiency of the Companies. There are no pending claims for refund of any
      Tax for the Companies.

            (d) There are no outstanding agreements, rulings, or requests for
      rulings applicable to any Tax that are, or if issued would be, binding
      upon the Companies for any post-Closing period.

            (e) The Companies do not have in force any waiver of any statute of
      limitations in respect of any Tax or any extension of time with respect to
      a Tax assessment or deficiency.

            (f) There are no liens for any Tax upon any of the assets of the
      Companies except for liens for Taxes not yet due.

            (g) Except as reflected in the Companies' Tax Returns, there are no
      elections with respect to any Tax affecting the Companies.

            (h) Any Tax required to be withheld by the Companies and paid in
      connection with amounts paid or owing to any lender, creditor, employee,
      contractor, service provider, or any other Person has in fact been
      withheld and paid in full, and all Tax withholding, reporting, and payment
      obligations have been complied with in accordance with applicable Law.

            (i) Neither of the Companies is party to, bound by, or has any
      obligation under any Tax sharing agreement, Tax indemnification agreement,
      or similar agreement.

            (j) Each of the Companies is, and has been classified for more than
      twelve (12) months prior to the date hereof, as a partnership pursuant to
      Treasury Regulation Section 301.7701-3. Copies of Internal Revenue Service
      Forms 8832 filed by Seller with respect to the Companies are attached
      hereto as Schedule 4.14(j).

      4.15 Intellectual Property. Each of the Companies owns or has valid
licenses for all Intellectual Property used by it in the conduct of its Business
and such rights shall not be adversely affected by the transactions contemplated
under this Agreement.

      4.16 Data Room and Information. To Seller's Knowledge and except for (i)
the Permitted Encumbrances (excluding item (i) in the definition of Permitted
Encumbrances) and (ii) matters disclosed in any Schedule to this Agreement:

            (a) all material written data and written information of Seller the
      Companies relating to the Companies or the Business of the Companies in
      Seller's or the Companies' possession was contained in the Data Room or
      subsequently disclosed or made available to Buyer or Buyer's Affiliates
      (excluding any information described in Section 3.02(b)(ii); and

            (b) all written data and written information given to Buyer or
      Buyer's Affiliates in the Data Room or subsequently disclosed or made
      available by or on behalf of Seller concerning the Companies or the
      Business is believed by Seller (i) not to be misleading in any material
      respect, and (ii) to be accurate in all material respects when given and
      by reference to the facts existing at the time such information or data
      was created; provided that no representation or warranty is made or given
      as to the accuracy or completeness of any


                                       17
<PAGE>
      models, projections, opinions, interpretations, estimates or forecasts
      (whether contained in any third party document or otherwise) or any
      information or data contained in any of the foregoing.


                                   ARTICLE V
              REPRESENTATIONS AND WARRANTIES OF BUYER AND MARATHON

      Each of Buyer and Marathon represents and warrants to Seller as of the
date hereof as follows:

      5.01 Corporate Existence and Qualification. Each of Buyer and Marathon is
a corporation duly incorporated and validly existing under the laws of the
jurisdiction of its organization, and each of Buyer and Marathon has all
requisite corporate power and authority to own, operate and lease its properties
and to carry on its business as presently conducted.

      5.02 Authority, Approval and Enforceability. Each of Buyer and Marathon
has all requisite power and authority to execute and deliver this Agreement and
to perform its obligations under this Agreement. The execution and delivery of
this Agreement by Buyer and Marathon and the performance of the transactions
contemplated hereby by Buyer Marathon have been duly and validly approved by the
board of directors of Buyer and Marathon and by all other corporate action, if
any, necessary on behalf of Buyer and Marathon. This Agreement has been duly
executed and delivered on behalf of Buyer and Marathon and constitutes the
legal, valid and binding obligation of Buyer and Marathon enforceable in
accordance with its terms, subject to Creditors' Rights. At the Closing, all
documents required hereunder to be executed and delivered by either or both of
Buyer and Marathon will have been duly authorized, executed and delivered by
Buyer and Marathon, as applicable, and will constitute legal, valid and binding
obligations of Buyer and Marathon, as applicable, enforceable in accordance with
their terms, subject to Creditors' Rights.

      5.03 No Default or Consents. Neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated herein will:

            (a) conflict with or result in a breach, default or violation of the
      articles of incorporation or other governing documents of Buyer or
      Marathon;

            (b) conflict with or result in a breach, default or violation of any
      material agreement, document, instrument, judgment, decree, order,
      governmental permit, certificate or license to which Buyer or Marathon is
      a party or is subject; or

            (c) require Buyer or Marathon to obtain or make any waiver, consent,
      action, approval clearance or authorization of, or registration,
      declaration or filing with, any Governmental Authority.

      5.04 Investment. Marathon is an accredited investor as defined in
Regulation D of the United States Securities Act of 1933 and is causing Buyer to
acquire the Shares, to be held by Buyer for its own account, for investment and
not with a view to, or for offer or resale in connection with, a distribution
thereof within the meaning of the Securities Act of 1933 or a distribution
thereof in violation of any applicable securities laws. Each of Buyer and
Marathon, together with its respective directors, executive officers and
advisors, is familiar with investments of the nature of the Shares and


                                       18
<PAGE>
the Business, understands that this investment involves substantial risks, has
adequately investigated the Companies and the Business and has substantial
knowledge and experience in financial and business matters and the international
oil and gas industry such that it is capable of evaluating, and has evaluated,
the merits and risks inherent in purchasing the Shares and is able to bear the
economic risks of such investment.

      5.05 Financial Capacity. Marathon will cause Buyer to have cash on hand or
financing commitments that are sufficient to satisfy all of Buyer's obligations
under this Agreement to be performed at the Closing. Neither Buyer nor Marathon
is aware of any event or occurrence, which would result in any of the conditions
to its right to funds under such financing commitments not to be satisfied.
Marathon will provide to Seller such documentation as Seller may reasonably
request to confirm Buyer's financial capacity.

      5.06 Liability for Brokers' Fees. Seller will not directly or indirectly
incur any liability or expense as a result of any undertakings or agreements of
Buyer or Buyer's Affiliates for brokerage fees, finder's fees, agent's
commissions or other similar forms of compensation in connection with this
Agreement or any agreement or transaction contemplated hereby.

      5.07 No Knowledge of Seller's Breach. As of the Execution Date, neither
Buyer nor Marathon has Knowledge of any breach by Seller or CMS of Seller's and
CMS's representations and warranties hereunder.


                                   ARTICLE VI
                          COVENANTS OF SELLER AND BUYER

      6.01 Access.

            (a) During the period commencing with the Execution Date and ending
      at 5:00 p.m., local time, on November 30, 2001 (the "DUE DILIGENCE
      PERIOD"), Buyer shall have the right to conduct the investigation
      described in Section 6.01(b).

            (b) Upon reasonable notice from Buyer to Seller, Seller shall
      permit, and shall exercise its rights under the Associates Members'
      Agreement and the AMPCO Members' Agreement to cause the Companies to
      permit, Buyer and its authorized employees, agents, accountants, legal
      counsel and other representatives to have reasonable access, at Buyer's
      sole expense, risk and cost, to the facilities, properties, personnel and
      Records of the Companies (including all title, land, geological,
      geophysical, seismic, engineering, production, product sales,
      personnel-related documents and financial records and data of the
      Companies) for the purpose of conducting an investigation of their
      financial condition, corporate status, business, properties and assets;
      provided however, that such investigation shall be conducted in a manner
      that does not interfere with normal operations of the Companies.

            (c) Prior to Closing, (i) Buyer will not contact any Governmental
      Authority of the Republic of Equatorial Guinea, or official thereof, or
      any employee of Seller, either other Companies, or any of their
      Affiliates, without first obtaining the approval of an authorized
      representative of Seller (not to be unreasonably withheld), and (ii)
      Seller will furnish, or shall


                                       19
<PAGE>
      exercise its rights under the Associates Members' Agreement and the AMPCO
      Members' Agreement to cause the Companies to furnish, Buyer with such
      additional financial and operating data and other information pertaining
      to the Companies and their assets and operations as Buyer may reasonably
      request; provided however that nothing in this Agreement shall obligate
      Seller to take any action that would disrupt the normal course of its or
      any of its Affiliate's, or any of the Companies', business or violate the
      terms of any applicable Law or agreement to which it or any of its
      Affiliates or any Company is a party or to which it or any of its
      Affiliates, any Company or any of their assets are subject; and provided
      further, that the confidentiality of any data or information to which
      Buyer is given access shall be maintained by Buyer and its representatives
      in accordance with Section 11.01.

            (d) After the expiration of the Due Diligence Period and until
      Closing or termination of this Agreement, Buyer shall continue to have the
      right to conduct the investigation described in Section 6.01 to the extent
      necessary for the purposes of preparing for an orderly transition of
      ownership of the Companies.

      6.02 Operation of Business.

            (a) Except (i) as set forth in Schedule 6.02 or as otherwise
      contemplated in this Agreement, (ii) as otherwise consented to by Buyer in
      writing (which consent will not be unreasonably delayed, withheld or
      conditioned), (iii) as provided for in the Material Contracts, and (iv)
      for the execution by AMPCO of any Pending Material Contract (provided such
      Pending Material Contract is substantially in the form of the draft listed
      on Schedule 4.06(a)(ii)), from the Execution Date through the Closing
      Date, Seller will, to the extent of Seller's voting and other rights under
      the Associates Member's Agreement and the participation by representatives
      of Seller on the management committees of the Companies, use Reasonable
      Efforts to cause each of the Companies to:

                  (A) conduct its Business in all material respects, in the
            ordinary course of business, including without limitation completion
            of construction of the AMPCO Plant, consistent with past practices;

                  (B) use its Reasonable Efforts to comply in all material
            respects with all applicable Laws and use its Reasonable Efforts to
            maintain compliance in all material respects with all of its
            material agreements;

                  (C) continue its existing practices relating to the
            maintenance and operation of its assets;

                  (D) not directly or indirectly purchase, redeem or otherwise
            acquire or dispose of any share of its capital stock or any
            subscriptions, warrants, options, calls or other commitments or
            rights to acquire any shares of its capital stock or take any steps
            otherwise affecting or changing its capitalization;

                  (E) not merge into or with or consolidate with any other
            Person or acquire all or substantially all of the business or assets
            of any Person;

                  (F) not make any change in its governing documents;


                                       20
<PAGE>
                  (G) not purchase any securities of any Person except for
            short-term investments made in the ordinary course of business;

                  (H) not sell, lease or otherwise dispose of or grant rights in
            respect of any of its assets or properties that have a fair market
            value in excess of $1,000,000 (or the equivalent in local currency)
            (1) for less than fair market value and (2) other than in the
            ordinary course of business;

                  (I) not create, incur, assume or guarantee any long-term debt
            or capitalized lease obligation or, except in the ordinary course of
            business and consistent with past practices, incur or assume any
            short-term debt;

                  (J) not mortgage, pledge or subject to any lien, claim,
            encumbrances or security interest any of its assets, tangible or
            intangible, except for Permitted Encumbrances or other similar liens
            or encumbrances created in the ordinary course of business
            consistent with past practices;

                  (K) not take any action or enter into any commitment with
            respect to or in contemplation of any liquidation, dissolution,
            recapitalization, reorganization or other winding up of its
            Business;

                  (L) not grant any preferential right of purchase or similar
            consent right to the transfer or assignment of the Business or any
            of its assets;

                  (M) not take, or knowingly permit to be taken, any action in
            the conduct of the Business that would be contrary to or in breach
            of any of the terms or provisions of this Agreement; and

                  (N) not commit to do any of the foregoing.

            (b) In addition to the foregoing, from the Execution Date until the
      Closing or the termination of this Agreement, Seller agrees to keep Buyer
      reasonably apprised, from time to time, of any significant developments in
      the Business of the Companies and to consult with Buyer with regard to
      such developments. To the extent any disruption occurs to the Business of
      the Companies prior to Closing as a result of the announcement by Seller
      of its intention to sell the Shares, Seller agrees to use Reasonable
      Efforts to minimize such disruption.

            (c) Seller shall refrain and, to the extent of Seller's voting and
      other rights under the Associates Member's Agreement and the participation
      by representatives of Seller on the management committees of the
      Companies, shall cause the Companies to refrain from taking any action
      that would change the classification for U.S. income tax purposes of the
      Companies as described in Section 4.14(j).

            (d) Seller shall refrain and, to the extent of Seller's voting and
      other rights under the Associates Member's Agreement and the participation
      by representatives of Seller on the management committees of the
      Companies, shall cause the Companies not to dividend, loan, or otherwise
      distribute money to or for the benefit of Seller at any time on or after
      the Measurement Date.


                                       21
<PAGE>
      6.03 Satisfaction of Buyer's Conditions. Seller will use its, and will, to
the extent of Seller's voting and other rights under the Associates Member's
Agreement and the participation by representatives of Seller on the management
committees of the Companies, cause the Companies to use their, Reasonable
Efforts to obtain the satisfaction of the conditions to the Closing set forth in
Section 8.02 hereof and to obtain the consent or approval of the relevant
parties to the assumption or substitution by Buyer of the guaranties specified
in Schedule 6.10.

      6.04 Press Releases. From the Execution Date through the Closing Date,
subject to applicable securities law or stock exchange requirements, each Party
shall promptly advise and consult with, and obtain the consent (which consent
will not be unreasonably delayed, withheld or conditioned) of, the other Party
before issuing, or permitting any of its directors, officers, employees, agents
or its Affiliates to issue, any press release with respect to this Agreement or
the transactions contemplated hereby.

      6.05 Insurance. Seller shall, to the extent of Seller's voting and other
rights under the Associates Member's Agreement and the participation by
representatives of Seller on the management committees of the Companies, use its
Reasonable Efforts to cause the Companies to not voluntarily terminate and to
maintain in force and effect through the Closing Date the insurance coverages
set forth on Schedule 4.09 or to cause to be placed in force and effect
comparable insurance coverage. Buyer acknowledges that no insurance coverage or
policy maintained by Seller or its Affiliates will extend beyond the Closing for
the benefit of the Companies or Buyer.

      6.06 Satisfaction of Seller's Conditions. Buyer will use its Reasonable
Efforts to obtain the satisfaction of the conditions to the Closing set forth in
Section 8.01 hereof.

      6.07 Breach Notice. If, prior to the Closing Date, Buyer obtains Knowledge
of a breach of any of Seller's representations and warranties or of any of
Seller's covenants contained in this Agreement, Buyer shall notify Seller in
writing of such information (the "BREACH NOTICE") within five (5) Business Days
of such discovery or the day prior to the Closing Date, whichever is earlier.
The Breach Notice shall contain reasonable details regarding the alleged breach
and Buyer's good faith estimate of the potential Losses associated with such
breach. In the event the breach is of a magnitude such that Losses attributable
to such breach (together with other such breaches discovered by Buyer with
respect to which Buyer has delivered the requisite Breach Notices) are
reasonably likely to exceed $13,000,000 and (x) Seller fails to deliver to Buyer
a written undertaking within five Business Days of receipt of such Breach Notice
that Seller intends to cure such breach prior to the Closing Date or (y) Seller
delivers such written undertaking but fails to cure such breach prior to the
Closing Date, (i) Buyer may terminate this Agreement upon written notice to
Seller (provided that Buyer has timely given Seller the requisite Breach
Notices) and (ii) Seller may terminate this Agreement upon written notice to
Buyer.

      6.08 Uncollected Accounts Receivable. Following the Closing Date, Buyer
will use its, and will, to the extent of Buyer's voting and other rights under
the Associates Members' Agreement and the participation by representatives of
Buyer on the management committees of the Companies, cause the Companies to use
their, Reasonable Efforts to collect any Uncollected Accounts Receivable. If
either of the Companies receives all or any portion of any Uncollected Accounts
Receivable, Buyer shall pay to Seller, by wire transfer in immediately available
funds to an account designated by Seller, forty-five percent (45%) of such


                                       22
<PAGE>
amounts received (net of any offsets for accounts payable used in the
calculation of Uncollected Accounts Receivable) that are allocable to
Associates.

      6.09 Consents and Preferential Rights. Seller will use Reasonable Efforts
to obtain any consent listed in Schedule 4.13 prior to the Closing Date, and
Buyer agrees to use Reasonable Efforts to cooperate in such process, as
requested by Seller.

      6.10 Release of Guaranties. Buyer acknowledges that Seller and its
Affiliates have guaranteed the obligations (whether of performance or of
payment) of the Companies set forth in Schedule 6.10. If Seller and its
Affiliates have not been released as of the Closing Date of all obligations
relating to those guaranties and any liabilities related thereto and Seller
elects in writing to waive the condition to closing set forth in Section
8.01(e), Buyer shall indemnify Seller and its Affiliates against and assume all
such obligations and shall deliver to Seller a document reasonably acceptable to
Seller effectuating and evidencing such indemnification and assumption.

      6.11 Preservation of Books and Records; Access.

            (a) For a period of seven (7) years after the Closing Date, Buyer
      shall (a) preserve and retain the Records and all other corporate,
      accounting, legal, auditing and other books and records of the Companies
      (including any documents relating to any governmental or non-governmental
      actions, suits, proceedings or investigations) relating to the conduct of
      the business and operations of the Companies prior to the Closing Date and
      (b) cause the Companies to permit Seller and its authorized
      representatives to have reasonable access thereto on the same basis as
      applies to Buyer pursuant to Section 6.01 and to meet with employees of
      Buyer and the Companies on a mutually convenient basis in order to obtain
      additional information and explanations with respect to such books and
      records. Notwithstanding the foregoing, during such seven-year period,
      Buyer may dispose of any such Records that are offered to, but not
      accepted by, Seller.

            (b) After Closing, upon reasonable prior notice to Buyer, Buyer
      shall permit and shall exercise its rights under the Associates Members'
      Agreement and the AMPCO Members' Agreement to cause AMPCO to permit, CMS
      and its nominee to have reasonable access, at CMS's sole expense, risk and
      cost, to the AMPCO Plant site and such Records of AMPCO as are reasonably
      necessary to verify the amount of emissions reductions in carbon dioxide,
      methane, nitrous oxide, hydrofluorocarbons, perfluorcarbons, and sulfer
      hexafluoride as a result of the use by the AMPCO Plant (without taking
      into account any expansion of the AMPCO Plant that may occur following the
      Closing Date) of methane feedstock that, but for the AMPCO Plant, would
      otherwise be flared; provided however, that such activities shall be
      conducted in a manner that does not interfere with normal operations of
      AMPCO.

      6.12 Further Assurances. At and after the Closing, Seller and Buyer will
use Reasonable Efforts to take all appropriate action and execute any documents
or instruments of any kind that may be reasonably necessary to effectuate the
intent of this Agreement.

      6.13 Casualty Loss. If, after the date hereof and prior to the Closing
Date, all or any part of the assets of the Companies shall be destroyed by
explosion, fire or other casualty, and if the Closing occurs, Seller shall pay
to Buyer at the Closing all sums paid to Seller or any of its Affiliates by
third parties by reason of the destruction of such assets, and in addition,
Seller shall, and shall


                                       23
<PAGE>
ensure that its Affiliates shall, assign, transfer and set over unto Buyer all
of the right, title and interest of Seller or the relevant Affiliate in and to
any unpaid awards or other payments from third parties arising out of such
destruction. Seller shall not voluntarily compromise, settle or adjust any
amounts payable by reason of such destruction without the prior written consent
of Buyer. Seller shall use its Reasonable Efforts to obtain payment from the
relevant third party.


                                   ARTICLE VII
                                   TAX MATTERS

      7.01 Preparation and Filing of Tax Returns.

            (a) After the Closing Date, each of Seller and Buyer shall provide
      each other, and Buyer, to the extent of its voting and other rights under
      the Associates Members' Agreement and the participation by its
      representatives on the management committees of the Companies, shall cause
      each of the Companies to provide to Seller, such cooperation and
      information relating to the Companies as may reasonably be requested in
      connection with filing any Tax Return or refund claim, determining any Tax
      liability or a right to a refund, conducting or defending any audit or
      other proceeding in respect of Taxes related to the business of the
      Companies, or effectuating the terms of this Agreement. Buyer shall, to
      the extent of Buyer's voting and other rights under the Associates
      Members' Agreement and the participation by representatives of Buyer on
      the management committees of the Companies, cause each of the Companies to
      file timely with the appropriate Governmental Authority all Tax Returns
      required to be filed with respect to the Companies following the Closing
      Date regardless of whether the subject of such Tax Returns relate
      partially or wholly to the time period prior to the Closing Date. Such Tax
      Returns shall be prepared in a manner consistent with practices and the
      Laws followed in prior years with respect to similar Tax Returns, except
      for changes required by changes in Law.

            (b) For United States tax purposes, Buyer and Seller shall report
      their respective allocable shares of the items of income, gain, loss,
      deduction, and credit of the Companies based on an interim closing of the
      books as of January 3, 2002.

            (c) Seller shall, to the extent of its voting and other rights under
      the Associates Members' Agreement and the participation by its
      representatives on the management committees of the Companies, cause the
      Companies not to make, revoke, or amend any Tax election that would affect
      the period after the Closing (other than any election that must be made
      periodically and that is made consistently with past practice) without the
      prior consent of Buyer.

            (d) The Buyer Indemnified Parties shall not take any action, and, to
      the extent of Buyer's voting and other rights under the Associates
      Members' Agreement and the participation by representatives of Buyer on
      the management committees of the Companies, shall not allow either of the
      Companies to take any action, on or after the Closing Date, that would
      increase the liability of the Seller or its direct or indirect
      shareholders for Taxes during the period of time prior to or ending on the
      Closing Date; provided, however, that nothing in this Section 7.01(d)
      shall prevent the Buyer Indemnified Parties from making any election under
      Section 754 of the Code. Seller shall consent to, and cooperate with the
      Buyer Indemnified Parties in making, any such Section 754 elections for
      periods beginning on or after January 1, 2002.


                                       24
<PAGE>
            (e) Seller shall be responsible for any Transfer Taxes, including
      the filing of any Tax Return with respect thereto.

            (f) The Adjusted Purchase Price shall be allocated in the manner
      required by Section 1060 of the Code. To facilitate such allocation, Buyer
      shall deliver to Seller, not later than December 1, 2001, a schedule
      setting forth Buyer's proposed allocation of the Base Purchase Price.
      Buyer and Seller shall use Reasonable Efforts to agree upon a final
      allocation of the Adjusted Purchase Price not later than 120 days after
      Closing. Buyer and Seller shall timely file IRS form 8594 with respect to
      the transactions contemplated by this Agreement.

      7.02 Retention of Information. Each of the Parties will preserve and
retain all schedules, work papers and other documents relating to any Tax
Returns of or with respect to the Companies or to any claims, audits or other
proceedings affecting the Companies until the expiration of the statute of
limitations (including extensions) applicable to the taxable period to which
such documents relate or until the final determination of any controversy with
respect to such taxable period, and until the final determination of any
payments that may be required with respect to such taxable period under this
Agreement.

      7.03 Indemnification by Seller. Seller hereby agrees to protect, defend,
indemnify and hold harmless the Buyer Indemnified Parties and the Companies from
and against, and agrees to pay (a) any Taxes (net of any realized Tax benefits
associated therewith) of the Companies (but only in an amount proportional to
Seller's direct or indirect interest in the relevant Company for the period to
which such Taxes relate) attributable to the time period prior to January 1,
2002 (including for the avoidance of doubt any Taxes of the Companies for the
period prior to January 1, 2002 that are set forth on Schedule 4.14), but only
to the extent such Taxes exceed the amount reserved for such Taxes on the
Settlement Statement, (b) any Taxes arising out of the transactions contemplated
by this Agreement, (c) any increase in Taxes of a Buyer Indemnified Party
resulting from a breach by Seller of its representations in Section 4.14(j) or
its covenant in Section 6.02(c), and (d) any Taxes of any corporation (other
than the Companies) that is or was an Affiliate of Seller at any time prior to
January 1, 2002. Notwithstanding anything to the contrary in this Agreement, no
claim for Taxes shall be permitted under this Section 7.03 unless such claim is
first made before the expiration of the statute of limitations (including
applicable extensions) for the taxable period to which the claim relates or, if
no such statute of limitation exists, prior to the date on which such claim is
otherwise barred by Law.

      7.04 Buyer Tax Indemnification. Buyer agrees to protect, defend, indemnify
and hold harmless the Seller Indemnified Parties from and against, and agrees to
pay (a) any Taxes of the Companies (but only in an amount proportional to
Seller's direct or indirect interest in the relevant Company for the period to
which such Taxes relate) attributable to the time period from and after January
1, 2002, excluding for purposes of clarification any Taxes arising out of the
transactions contemplated by this Agreement, and (b) any liability arising from
a breach by Buyer of its covenants in Article VII.

      7.05 Tax Indemnification Procedures.

            (a) If a claim shall be made by any Tax authority that, if
      successful, would result in the indemnification of a Party under this
      Agreement (referred to herein as the "TAX INDEMNIFIED PARTY"), the Tax
      Indemnified Party shall promptly notify the party obligated


                                       25
<PAGE>
      under this Agreement to so indemnify (referred to herein as the "TAX
      INDEMNIFYING PARTY") in writing of such fact.

            (b) The Tax Indemnified Party shall take such action in connection
      with contesting such claim as the Tax Indemnifying Party shall reasonably
      request in writing from time to time, including the selection of counsel
      and experts and the execution of powers of attorney; provided that (i)
      within thirty (30) days after the notice described in Section 7.05(a) has
      been delivered (or such earlier date that any payment of Taxes is due by
      the Tax Indemnified Party but in no event sooner than five (5) days after
      the Tax Indemnifying Party's receipt of such notice), the Tax Indemnifying
      Party requests that such claim be contested, (ii) the Tax Indemnifying
      Party shall have agreed to pay to the Tax Indemnified Party all costs and
      expenses that the Tax Indemnified Party incurs in connection with
      contesting such claim, including reasonable attorneys' and accountants'
      fees and disbursements, and (iii) if the Tax Indemnified Party is
      requested by the Tax Indemnifying Party to pay the Tax claimed and sue for
      a refund, the Tax Indemnifying Party shall have advanced to the Tax
      Indemnified Party, on an interest-free basis, the amount of such claim.
      The Tax Indemnified Party shall not make any payment of such claim for at
      least thirty (30) days (or such shorter period as may be required by
      applicable law) after the giving of the notice required by Section
      7.05(a), shall give to the Tax Indemnifying Party any information
      reasonably requested relating to such claim, and otherwise shall cooperate
      with the Tax Indemnifying Party in good faith in order to contest
      effectively any such claim.

            (c) Subject to the provisions of Section 7.05(b), the Tax
      Indemnified Party shall only enter into a settlement of such contest with
      the applicable taxing authority or prosecute such contest to a
      determination in a court or other tribunal of initial or appellate
      jurisdiction as instructed by the Tax Indemnifying Party.

            (d) If, after actual receipt by the Tax Indemnified Party of an
      amount advanced by the Tax Indemnifying Party pursuant to Section
      7.05(b)(iii), the extent of the liability of the Tax Indemnified Party
      with respect to the claim shall be established by the final judgment or
      decree of a court or other tribunal or a final and binding settlement with
      an administrative agency having jurisdiction thereof, the Tax Indemnified
      Party shall promptly repay to the Tax Indemnifying Party the amount
      advanced to the extent of any refund received by the Tax Indemnified Party
      with respect to the claim together with any interest received thereon from
      the applicable taxing authority and any recovery of legal fees from such
      taxing authority, net of any Taxes as are required to be paid by the Tax
      Indemnified Party with respect to such refund, interest or legal fees.
      Notwithstanding the foregoing, the Tax Indemnified Party shall not be
      required to make any payment hereunder before such time as the Tax
      Indemnifying Party shall have made all payments or indemnities then due
      with respect to the Tax Indemnified Party pursuant to this Agreement.

      7.06 Mutual Cooperation. Seller and Buyer shall reasonably cooperate with
each other and with each other's agents, including accounting firms and legal
counsel, in connection with Tax matters relating to the Companies, including (i)
preparation and filing of Tax Returns, (ii) determining the liability and amount
of any Taxes due or the right to and amount of any refund of Taxes, (iii)
examinations of Tax Returns, and (iv) any administrative or judicial proceedings
in respect of Taxes assessed or proposed to be assessed. Such cooperation shall
include each Party's making all information and


                                       26
<PAGE>
documents in its possession relating to the Companies available to the other
Party and retaining all Tax Returns, schedules and work papers, and all material
records and other documents relating thereto, until the expiration of the
applicable statute of limitations (including, to the extent notified by any
Party, any extension thereof) of the Tax period to which such Tax Returns and
other documents and information relate. Each of the Parties shall also make
available to the other Party, as reasonably requested and available, personnel
(including officers, directors, employees, and agents) responsible for
preparing, maintaining, and interpreting information and documents relevant to
Taxes, and personnel reasonably required as witnesses or for purposes of
providing information or documents in connection with any administrative or
judicial proceeding relating to Taxes. Each of the Parties shall exert all
appropriate efforts to preserve the confidentiality of all non-public
information and documents obtained or used in connection with such cooperation
or assistance. Any Party requesting any such cooperation or assistance shall
promptly reimburse any other Party providing any such cooperation or assistance
for the reasonable expenses incurred by such other Party with respect thereto.
Notwithstanding anything to the contrary in this Agreement, neither Seller nor
Buyer shall be required to provide to the other party all or any portion of a
U.S. consolidated federal income Tax Return filed by the respective consolidated
group in which Seller or Buyer is included.

      7.07 Survival. The covenants, representations and warranties of the
Parties contained in this Article VII shall survive the Closing and shall
continue in full force and effect until all applicable statutes of limitations,
including waivers and extensions, have expired with respect to the matters
addressed therein, and if no statute of limitations exists, until such matters
are finally settled. Notwithstanding the foregoing, any such covenant as to
which a bona fide claim relating thereto is asserted in writing (which states
with specificity the basis therefor) during such survival period shall, with
respect only to such claim, continue in force and effect beyond such survival
period pending resolution of the claim.

      7.08 Conflict. In the event of a conflict between the provisions of this
Article VII and any other provisions of this Agreement, this Article VII shall
control.


                                  ARTICLE VIII
                               CLOSING CONDITIONS

      8.01 Conditions to Obligations of Seller. The obligations of Seller to
proceed with the Closing are subject to the satisfaction at or prior to the
Closing of all of the following conditions, any one or more of which may be
waived in writing in whole or in part by Seller (which waiver shall be deemed to
constitute a waiver of any liability Buyer may have under this Agreement with
respect to the event or condition causing such condition not to be satisfied at
the Closing):

            (a) Compliance. Each of Buyer and Marathon shall have complied in
      all material respects with its covenants and agreements contained herein,
      and Buyer's and Marathon's representations and warranties contained
      herein, or in any certificate or similar instrument required to be
      delivered by or on behalf of Buyer or Marathon pursuant hereto, shall be
      true in all material respects on and as of the Closing Date, with the same
      effect as though made at such time;


                                       27
<PAGE>
            (b) Officers' Certificate. Seller shall have received certificates
      dated as of the Closing Date (i) by a Director, President, or Vice
      President of Buyer, in his or her representative capacity, to the effect
      that the conditions specified in Section 8.01(a) have been fulfilled,(ii)
      by a Secretary or Assistant Secretary of Buyer, in his or her
      representative capacity, certifying the accuracy and completeness of the
      copies of, as well as the current effectiveness of, the resolutions to be
      attached thereto of the Board of Directors (or any committee thereof) of
      Buyer authorizing the execution, delivery and performance of this
      Agreement and the consummation of the transactions contemplated herein, as
      well as to the incumbency of the officers executing this Agreement on
      behalf of Buyer and any documents to be executed and delivered by Buyer at
      the Closing, and (iii) by a Secretary or Assistant Secretary of Marathon,
      in his or her representative capacity, certifying the accuracy and
      completeness of the copies of, as well as the current effectiveness of,
      the resolutions to be attached thereto of the board of directors (or any
      committee thereof) of Marathon authorizing the execution, delivery and
      performance of this Agreement and the consummation of the transactions
      contemplated herein, as well as to the incumbency of the officers
      executing this Agreement on behalf of Marathon and any documents to be
      executed and delivered by Marathon at the Closing;

            (c) No Orders. No order, writ, injunction or decree shall have been
      entered and be in effect by any court of competent jurisdiction or any
      governmental or regulatory instrumentality or authority, and no statute,
      rule, regulation or other requirement shall have been promulgated or
      enacted and be in effect, that restrains, enjoins or invalidates the
      transactions contemplated hereby;

            (d) No Suits. No suit or other proceeding shall be pending or
      threatened by any third party before any court or governmental agency
      seeking to restrain or prohibit or declare illegal, or seeking substantial
      damages in connection with, the transactions contemplated by this
      Agreement;

            (e) Guaranties. Buyer shall have assumed or provided substitutes
      for, and Seller shall have been released from all liabilities with respect
      to, the guaranties specified in Schedule 6.10 in a manner satisfactory to
      Seller; and

            (f) Approvals. All Approvals (without any adverse conditions or
      obligations) and waivers of preferential purchase and similar rights of
      third parties in connection with the transactions contemplated by this
      Agreement listed on Schedule 8.01(f) and all other Approvals required by
      Law shall have been satisfied or obtained.

            (g) Simultaneous Closing. The simultaneous closing of the
      transactions contemplated by (i) the AMPCO Agreement, and (ii) the
      Upstream Agreement.

      8.02 Conditions to Obligations of Buyer. The obligations of Buyer to
proceed with the Closing are subject to the satisfaction at or prior to the
Closing of all of the following conditions, any one or more of which may be
waived in writing in whole or in part by Buyer (which waiver shall be deemed to
constitute a waiver of any liability Seller may have under this Agreement (other
than liability for matters specified in a duly delivered Breach Notice) with
respect to the event or condition causing such condition not to be satisfied at
the Closing):


                                       28
<PAGE>
            (a) Compliance. Each of Seller and CMS shall have complied in all
      material respects with its covenants and agreements contained herein, and
      Seller's and CMS' representations and warranties contained herein or in
      any certificate or similar instrument required to be delivered by or on
      behalf of Seller or CMS pursuant hereto, shall be true and correct in all
      material respects on and as of the Closing Date, with the same effect as
      though made at such time except to the extent Seller or CMS has been
      unable to cure a breach identified by Buyer in a Breach Notice; provided
      that if a representation or warranty is expressly made only as of a
      specific date, it need only be true and correct in all material respects
      as of such date; provided, however, that Buyer's right not to proceed with
      the Closing as a result of a breach of Seller's or CMS' representations
      and warranties shall only arise in the event that Buyer has a right to
      terminate this Agreement pursuant to Section 6.07.

            (b) Officers' Certificate. Buyer shall have received certificate
      dated as of the Closing Date (i) by a Director, President, or Vice
      President of Seller, in his or her representative capacity, to the effect
      that the conditions specified in Section 8.02(a) have been fulfilled, (ii)
      by a Secretary or Assistant Secretary of Buyer, in his or her
      representative capacity, certifying the accuracy and completeness of the
      copies of, as well as the current effectiveness of, the consent and
      resolutions to be attached thereto of the shareholder and of the board of
      directors (or any committee thereof) of Seller authorizing the execution,
      delivery and performance of this Agreement and the consummation of the
      transactions contemplated herein, as well as to the incumbency of the
      officers executing this Agreement on behalf of Seller and any documents to
      be executed and delivered by Seller at the Closing, and (iii) by a
      Secretary or Assistant Secretary of CMS, in his or her representative
      capacity, certifying the accuracy and completeness of the copies of, as
      well as the current effectiveness of, the resolutions to be attached
      thereto of the board of directors (or any committee thereof) of CMS
      authorizing the execution, delivery and performance of this Agreement and
      the consummation of the transactions contemplated herein, as well as to
      the incumbency of the officers executing this Agreement on behalf of CMS
      and any documents to be executed and delivered by CMS at the Closing;

            (c) Resignations. Seller shall have delivered to Buyer (i)
      resignations substantially in the form attached hereto as Schedule
      8.02(c), effective as of the Closing Date, of all of the members of the
      management committees and officers of the Companies nominated or appointed
      by Seller and (ii) appointments, in a form reasonably satisfactory to
      Buyer, appointing Buyer's designees to the vacant positions created by
      such resignations (it being acknowledged that chairmanship of the
      management committees of the Companies shall pass to a designees of
      Samedan Methanol following consummation of the transactions contemplated
      by this Agreement);

            (d) No Orders. No order, writ, injunction or decree shall have been
      entered and be in effect by any court of competent jurisdiction or any
      governmental or regulatory instrumentality or authority, and no statute,
      rule, regulation or other requirement shall have been promulgated or
      enacted and be in effect, that restrains, enjoins or invalidates the
      transactions contemplated hereby;

            (e) No Suits. No suit or other proceeding shall be pending or
      threatened by any third party before any court or governmental agency
      seeking to restrain or prohibit or declare illegal, or seeking substantial
      damages in connection with, the transactions contemplated by this
      Agreement;


                                       29
<PAGE>
            (f) Approvals. All Approvals (without any adverse conditions or
      obligations) and waivers of preferential purchase and similar rights of
      third parties in connection with the transactions contemplated by this
      Agreement listed on Schedule 8.02(f) and all other Approvals required by
      Law shall have been satisfied or obtained.

            (g) Simultaneous Closing. The simultaneous closing of the
      transactions contemplated by (i) the AMPCO Agreement and (ii) the Upstream
      Agreement.

            (h) Casualty Loss. AMPCO shall not have experienced any casualty
      events between the Execution Date and the Closing Date resulting in Losses
      to Buyer exceed in the aggregate an amount equal to $30,000,000.


                                   ARTICLE IX
                                   TERMINATION

      9.01 Termination. This Agreement may be terminated in the following
instances:

            (a) by Seller, if through no fault of Seller, the Closing does not
      occur on or before January 3, 2002 (or on or before such later date if the
      Closing Date has been extended pursuant to Section 3.01 as a result of
      Seller's attempts to cure a breach pursuant to Section 6.07);

            (b) by Buyer, if through no fault of Buyer, the Closing does not
      occur on or before January 3, 2002 (or on or before such later date if the
      Closing Date has been extended pursuant to Section 3.01 as a result of
      Seller's attempts to cure a breach pursuant to Section 6.07);

            (c) by Seller or Buyer, as applicable, in accordance with Section
      6.07; or

            (d) at any time by the mutual written agreement of Buyer and Seller.


                                       30
<PAGE>
      9.02 Effect of Termination. The following provisions shall apply in the
event of a termination of this Agreement:

            (a) If this Agreement is terminated by either Party for any reason
      except pursuant to an express right to do so set forth herein, the other
      Party shall be entitled to exercise all rights and remedies available at
      law or in equity as a result of such wrongful termination; provided in no
      event shall such other Party ever be entitled to any consequential or
      speculative damages including lost profits and, provided further, that if
      this Agreement is terminated by either Party due to the failure of the
      conditions to the obligations of such Party to close in Article VIII to be
      satisfied and the other Party has exercised Reasonable Efforts to satisfy
      such conditions, any recovery for claims arising in connection therewith
      shall be limited to actual out-of-pocket expenses actually incurred by the
      terminating Party in connection with this Agreement prior thereto. Upon
      termination of this Agreement by Seller pursuant to an express right to do
      so set forth herein, Seller shall be free to enjoy immediately all rights
      of ownership of the Shares and to sell, transfer, encumber and otherwise
      dispose of the Shares to any Party without any restriction under this
      Agreement.

            (b) Seller and Buyer hereby agree that the provisions of Section
      9.02 and Articles X and XI shall survive any termination of this Agreement
      pursuant to the provisions of this Article IX.


                                   ARTICLE X
             INDEMNIFICATION; SCOPE OF REPRESENTATIONS; LIMITATIONS

      10.01 Indemnification.

            (a) Subject to the limitations of this Article X, Seller agrees to
      indemnify, defend and hold harmless the Buyer Indemnified Parties from and
      against any and all Indemnified Losses resulting from or arising out of
      any of the following:

                  (i) any breach of any of the representations and warranties of
            Seller contained in this Agreement or in any instrument executed
            pursuant hereto; and

                  (ii) any breach of any covenant of Seller contained in this
            Agreement.

            (b) Notwithstanding anything to the contrary in Section 10.01(a), in
      no event shall any amounts be recovered from Seller or any of its
      Affiliates:

                  (i) relating to any breach of a representation or warranty by
            Seller or a covenant of Seller of which Buyer had Knowledge prior to
            the Closing Date and, with respect to such breach, Buyer failed to
            timely provide a Breach Notice to Seller in accordance with Section
            6.07;

                  (ii) for any matter under Section 10.01(a) for which a written
            notice of claim specifying in reasonable detail the specific nature
            of and specific basis of the Losses and the estimated amount of such
            Indemnified Losses ("CLAIM NOTICE") is not delivered to Seller prior
            to the close of business on the day twenty-four (24) months
            following the Closing Date, and the indemnities granted by Seller in
            Section 10.01(a) shall terminate on such date; provided, however,
            that such indemnities shall survive with respect only to the
            specific matter that is the subject of any Claim Notice


                                       31
<PAGE>
            delivered in good faith in compliance with the requirements of this
            Section 10.01(b) prior to such twenty-four (24) month anniversary
            until the earlier to occur of (x) the date on which a final
            nonappealable resolution of the matter described in such Claim
            Notice has been reached or (y) the date on which the matter
            described in such Claim Notice has otherwise reached final
            resolution;

                  (iii) under Section 10.01(a) for any Tax Claim, Buyer's
            exclusive remedy for any Tax Claim being set forth in Article VII,
            which shall not be subject to any Deductible or maximum claim
            amount;

                  (iv) for any Indemnified Losses resulting from matters
            described in Section 10.01(a)(i) until the aggregate amount of
            Indemnified Losses incurred by the Buyer Indemnified Parties in
            respect of all matters giving rise to such Indemnified Losses
            exceeds $1,000,000 (the "DEDUCTIBLE") in which event Seller will be
            obligated, subject to the other provisions of this Section 10.01(b),
            to indemnify the Buyer Indemnified Parties to the extent and only to
            the extent such Indemnified Losses exceed the Deductible; and

                  (v) for any Indemnified Losses resulting from matters
            described in Section 10.01(a)(i) that in the aggregate exceed an
            amount equal to twenty percent (20%) of the Adjusted Purchase Price
            (including the Deductible); provided, however, that this Section
            10.01(b)(v) shall not apply to Indemnified Losses arising from a
            breach of Seller's representations or warranties set forth in
            Section 4.03 or 4.06(d) or to action grounded in fraud. For the
            avoidance of doubt, the limitation described in this Section
            10.01(b) permits a maximum possible recovery by Buyer under Section
            10.01(a)(i) (other than Indemnified Losses arising from a breach of
            Seller's representations or warranties set forth in Section 4.03 or
            Section 4.06(d) or actions grounded in fraud) of an aggregate amount
            equal to twenty percent (20%) of the Adjusted Purchase Price minus
            the Deductible.

      In addition to the foregoing limitations of this Section 10.01(b), except
      for actions grounded in fraud, the maximum amount in the aggregate that
      the Buyer Indemnified Parties shall be able to recover from Seller or any
      of its Affiliates for any and all Indemnified Losses resulting from
      matters described in Section 10.01(a)(i) (including with respect to
      Sections 4.03 and 4.06(d)) shall in no event exceed an amount equal to
      100% of the Adjusted Purchase Price.

            (c) Subject to the limitations of this Article X, Buyer agrees to
      indemnify, defend and hold harmless the Seller Indemnified Parties from
      and against any and all Indemnified Losses resulting from or arising out
      of any of the following:

                  (i) any breach of any of the representations and warranties of
            Buyer contained in this Agreement or in any instrument executed
            pursuant hereto;

                  (ii) any breach of any covenant of Buyer contained in this
            Agreement; and

                  (iii) any Third Party Claim in respect of the conduct of the
            Business or any part thereof, and any liability or obligation of the
            Companies that arises after the


                                       32
<PAGE>
            Closing Date, including, but not limited to, the obligation to pay
            all costs and expenses incurred with respect to the Business after
            the Closing Date, but only to the extent that such Third Party Claim
            did not result from the breach of a representation or warranty of
            Seller made pursuant hereto.

      Notwithstanding anything to the contrary contained in this Section
      10.01(c), in no event shall any amounts be recovered from Buyer under
      Section 10.01(c) for any Tax Claim, Seller's exclusive remedy with respect
      to Tax Claims being set forth in Article VII.

            (d) Notwithstanding anything to the contrary contained in this
      Agreement, in no event shall Indemnified Losses include any exemplary,
      punitive, special, indirect, consequential, remote or speculative damages.

      10.02 Indemnification Procedures. All claims for indemnification under
this Section 10.02 shall be asserted and resolved pursuant to this Section
10.02. Any Person claiming indemnification hereunder is hereinafter referred to
as the "INDEMNIFIED PARTY" and any Person against whom such claims are asserted
hereunder is hereinafter referred to as the "INDEMNIFYING PARTY." In the event
that any Indemnified Losses are asserted against or sought to be collected from
an Indemnified Party by a third party, said Indemnified Party shall with
reasonable promptness provide to the Indemnifying Party a Claim Notice. The
Indemnifying Party shall have thirty (30) days from the personal delivery or
receipt of the Claim Notice (the "NOTICE PERIOD") to notify the Indemnified
Party (a) whether or not it disputes the liability of the Indemnifying Party to
the Indemnified Party hereunder with respect to such Losses and (b) whether or
not it desires, at the sole cost and expense of the Indemnifying Party, to
defend the Indemnified Party against such Losses; provided, however, that any
Indemnified Party is hereby authorized prior to and during the Notice Period to
file any motion, answer or other pleading that it shall deem necessary or
appropriate to protect its interests or those of the Indemnifying Party (and of
which it shall have given notice and opportunity to comment to the Indemnifying
Party) and not prejudicial to the Indemnifying Party. In the event that the
Indemnifying Party notifies the Indemnified Party within the Notice Period that
it desires to defend the Indemnified Party against such Losses, the Indemnifying
Party shall have the right to defend all appropriate proceedings, and with
counsel of its own choosing, which proceedings shall be promptly settled or
prosecuted by them to a final conclusion. If the Indemnified Party desires to
participate in, but not control, any such defense or settlement it may do so at
its sole cost and expense. If requested by the Indemnifying Party, the
Indemnified Party agrees to cooperate with the Indemnifying Party and its
counsel in contesting any Losses that the Indemnifying Party elects to contest
or, if appropriate and related to the claim in question, in making any
counterclaim against the person asserting the third party Losses, or any
cross-complaint against any Person. No claim may be settled or otherwise
compromised without the prior written consent of the Indemnifying Party.

      10.03 Exclusive Remedy. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE
REMEDIES SET FORTH IN ARTICLE VII AND ARTICLE X, INCLUDING THE DEDUCTIBLES,
LIABILITY LIMITS, SURVIVAL PERIODS, DISCLAIMERS AND LIMITATIONS ON SUCH
REMEDIES, ARE INTENDED TO BE, AND SHALL BE, THE EXCLUSIVE REMEDIES WITH RESPECT
TO ANY ASPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY
HEREBY RELEASES, WAIVES AND DISCHARGES, AND COVENANTS NOT TO SUE WITH RESPECT
TO, ANY CAUSE OF ACTION OR CLAIM NOT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT
INCLUDING CLAIMS UNDER STATE OR FEDERAL SECURITIES


                                       33
<PAGE>
LAWS, AVAILABLE AT COMMON LAW OR BY STATUTE (EXCLUDING FRAUD CLAIMS).

      10.04 Independent Investigation. Buyer acknowledges and affirms that (a)
it has had full access to the Data Room and the information contained in, or
made available or provided with respect to materials contained in, the Data
Room, including copies of the Material Contracts, (b) provided Seller complies
with Seller's obligations pursuant to Section 6.01, it has had access to the
personnel, officers, professional advisors, operations and Records of the
Companies and (c) in making the decision to enter into this Agreement and to
consummate the transactions contemplated hereby, it has relied on the
representations, warranties, covenants and agreements of Seller set forth in
this Agreement and in the certificate provided for in Section 8.02(b), and other
than such reliance, it has relied solely on the basis of its own independent
investigation, analysis and evaluation of the Companies and their assets,
business, financial condition, operations and prospects.

      10.05 Scope of Representations. Except to the extent expressly set forth
in this Agreement, Seller makes no representations or warranties whatsoever and
disclaims all liability and responsibility for any other representation,
warranty, statement or information made or communicated (orally or in writing)
to Buyer. Without limiting the generality of the foregoing, except as expressly
set forth in this Agreement, Seller makes no representation or warranty as to
title to any of the assets or properties of the Companies and, with respect to
any personal property and equipment included within such assets or properties,
SELLER EXPRESSLY DISCLAIMS AND NEGATES ANY IMPLIED OR EXPRESS WARRANTY OF
MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND OF CONFORMITY TO
MODELS OR SAMPLES OF MATERIALS.


                                   ARTICLE XI
                                  MISCELLANEOUS

      11.01 Confidentiality.

            (a) Until the Closing Date, all data or information received by
      Buyer or its Affiliates pursuant to this Agreement or in connection with
      the transactions contemplated thereby shall be subject to that certain
      confidentiality agreement countersigned July 20, 2001 between Marathon and
      CMS Gas Transmission Company (the "CONFIDENTIALITY AGREEMENT"), the terms
      and conditions of which are hereby incorporated by reference as if Buyer
      and Seller were party to such agreement.

            (b) From and after the Closing, any data or information received at
      any time by Seller from Buyer and any data or information regarding the
      Companies, including data or information regarding their assets and
      operations, shall be maintained by Seller and its representatives in
      confidence for a period of twenty-four (24) months from the Closing Date,
      except (i)to the extent necessary to resolve any matters relating to
      Governmental Authorities (including Tax controversies) or disputes with
      Buyer pursuant to this Agreement or (ii) if such information (x) is
      already in possession of the public or becomes available to the public,
      other than through the act or omission of Seller in violation of this
      Agreement; (y) is required to be disclosed under any applicable Law,
      order, decree, regulation or rule of (A) a Governmental Authority or court
      or (B) any regulatory entity, securities commission or stock exchange; or
      (z) is acquired independently and without a confidential restriction from
      a third party who represents that it has the right to disseminate it at
      the time it is acquired by Seller.


                                       34
<PAGE>
      11.02 Brokers. Regardless of whether the Closing shall occur, (a) Seller
shall indemnify and hold harmless Buyer and the Companies and their Affiliates
from and against any and all liability for any brokers' or finders' fees (and
any court costs and attorneys' fees) arising with respect to brokers or finders
retained or engaged by Seller or any of its Affiliates in respect of the
transactions contemplated by this Agreement and (b) Buyer shall indemnify and
hold harmless Seller and its Affiliates from and against any and all liability
for any brokers' or finders' fees (and court costs and attorneys' fees) arising
with respect to brokers or finders retained or engaged by Buyer or any of its
Affiliates in respect of the transactions contemplated by this Agreement.

      11.03 Expenses. Except as specifically provided herein, each Party hereto
shall pay all legal and other costs and expenses incurred by such Party or any
of its Affiliates in connection with this Agreement and the transactions
contemplated hereby.

      11.04 Notices. Any notice, request, instruction, correspondence or other
communication to be given or made hereunder by either Party to the other (herein
collectively called "NOTICE") shall be in writing and (a) delivered by hand, (b)
mailed by certified mail, postage prepaid and return receipt requested, (c) sent
by telecopier or (d) sent by Express Mail, Federal Express or other express
delivery service, as follows:

            If to Seller, addressed to:

            CMS Methanol Company
            c/o Maples and Calder
            P.O. Box 309 G.T.
            Ugland House
            South Church Street
            Grand Cayman, Cayman Islands
            British West Indies
            Attention: Gareth Griffiths
            Telephone:  (345) 949 8066
            Telecopier: (345) 949 8080

            With a copy to:

            CMS Gas Transmission Company
            Fairlane Plaza South
            330 Town Center Drive
            Dearborn, MI  48126
            Attention: President
            Telephone:  (313) 436-9200
            Telecopier: (313) 982-8815


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<PAGE>
            If to CMS, addressed to:

            CMS Enterprises Company
            Fairlane Plaza South
            330 Town Center Drive
            Dearborn, MI  48126
            Attention: General Counsel
            Telephone:  (313) 436-9200
            Telecopier: (313) 436 9225

            If to Buyer, addressed to:

            Marathon E.G. Marathon Limited
            c/o Caledonian Bank & Trust Limited
            P.O. Box 1043
            George Town, Grand Cayman, British West Indies
            Attention:  Fiona Berrie
            Telephone:  (345) 949 0050
            Telecopier: (345) 949 8062

            With a copy to Marathon


            If to Marathon, addressed to:

            Marathon Oil Company
            5555 San Felipe Street
            Houston, Texas  77056-2799
            Attention: Richard L Horstman
            Telephone:  (713) 296 2500
            Telecopier: (713) 513-4172


Notice given by hand, Federal Express or other express delivery service or by
mail shall be effective upon actual receipt. Notice given by telecopier shall be
effective upon actual receipt if received during the recipient's normal business
hours, or at the beginning of the recipient's next business day after receipt if
not received during the recipient's normal business hours. All Notices by
facsimile shall be confirmed promptly after transmission in writing by certified
mail or personal delivery. No Notice shall be given to or by the Companies. Any
Party may change any address to which Notice is to be given to it by giving
Notice as provided above of such change of address.

      11.05 Governing Law. THE PROVISIONS OF THIS AGREEMENT, THE SCHEDULES
HERETO AND THE DOCUMENTS DELIVERED PURSUANT HERETO SHALL BE GOVERNED BY,
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS
(EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER SUCH MATTERS
TO THE LAWS OF ANOTHER JURISDICTION), EXCEPT TO THE EXTENT THAT SUCH MATTERS ARE
MANDATORILY SUBJECT TO THE LAWS OF ANOTHER JURISDICTION PURSUANT TO THE LAWS OF
SUCH OTHER JURISDICTION. THE PARTIES IRREVOCABLY


                                       36
<PAGE>
CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS
IN THE STATE OF TEXAS.

      11.06 Waiver of Jury Trial. THE PARTIES VOLUNTARILY AND INTENTIONALLY
WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR
ANY OTHER TRANSACTION DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY OF THE PARTIES HERETO.
THE PARTIES HERETO HEREBY AGREE THAT THEY WILL NOT SEEK TO CONSOLIDATE ANY SUCH
LITIGATION WITH ANY OTHER LITIGATION IN WHICH A JURY TRIAL HAS NOT OR CANNOT BE
WAIVED. THE PROVISIONS OF THIS SECTION 11.06 HAVE BEEN FULLY NEGOTIATED BY THE
PARTIES HERETO AND SHALL BE SUBJECT TO NO EXCEPTIONS.

      11.07 Entire Agreement; Amendments and Waivers. This Agreement, together
with all Schedules hereto, constitutes the entire agreement between the Parties
pertaining to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the
Parties. No supplement, modification or waiver of this Agreement shall be
binding unless executed in writing by the Party to be bound thereby. No waiver
of any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision hereof (regardless of whether similar), nor shall
any such waiver constitute a continuing waiver unless otherwise expressly
provided.

      11.08 Binding Effect and Assignment. This Agreement shall be binding upon
and inure to the benefit of the Parties and their respective permitted
successors and assigns. Neither this Agreement nor any of the rights, benefits
or obligations hereunder shall be assigned, by operation of law or otherwise, by
any Party hereto prior to the Closing without the prior written consent of the
other Party, except that Seller may assign all of its rights, benefits and
obligations hereunder to an Affiliate without being released from its
obligations hereunder. Except as expressly provided herein, nothing in this
Agreement is intended to confer upon any Person other than the Parties and their
respective permitted successors and assigns, any rights, benefits or obligations
hereunder.

      11.09 Severability. If any one or more of the provisions contained in this
Agreement or in any other document delivered pursuant hereto shall for any
reason, be held to be invalid, illegal or unenforceable in any material respect,
such invalidity, illegality or unenforceability shall not affect any other
provision of this Agreement or any other such document.

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

      11.11 Survival of Representations. The representations and warranties in
this Agreement shall survive the Closing except for the representations and
warranties of Seller, which shall terminate twenty-four (24) months after the
Closing.

      11.12 Time of the Essence. The Parties agree and acknowledge that time is
of the essence of this Agreement.


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<PAGE>
      11.13 Counterparts; Facsimile. This Agreement may be executed in two (2)
or more counterparts, each of which shall be deemed an original, but all of
which shall constitute but one agreement. The Parties hereto agree that any
document or signature delivered by facsimile transmission shall be deemed an
original executed document for all purposes hereof.

      11.14 No Third Party Beneficiaries. This Agreement is not intended to and
shall not confer upon any Person, other than the Parties hereto (and Persons
specifically granted indemnification rights hereunder), any rights or remedies
with respect to the subject matter or any provision hereof.


                                       38
<PAGE>
      IN WITNESS WHEREOF, the Parties have duly executed this Agreement the day
and year first written above.

SELLER:                                   CMS METHANOL COMPANY



                                          BY: /s/ Thomas L. Miller
                                             -----------------------------------
                                                    Thomas L. Miller
                                                    Authorize Representative

      CMS, in consideration of the premises, the agreements and the covenants
contained herein, and the benefits it is deriving from the execution and
delivery of this Agreement and the transactions contemplated hereby, the receipt
and sufficiency of which is hereby acknowledged, hereby unconditionally and
irrevocably guarantees payment to Buyer and performance by Seller of the
obligations of Seller under this Agreement (the "SELLER'S OBLIGATIONS"), subject
to any defenses of Seller under this Agreement (except those enumerated
hereafter), but CMS waives (i) any defense that may arise by reason of
incapacity, lack of authority, invalidity, bankruptcy or insolvency of Seller,
(ii) any defense based on election of remedies, (iii) any requirement that Buyer
pursue or exhaust any remedy against Seller, and (iv) any defense based on any
right to consent to any amendment, waiver, modification, or supplement of this
Agreement or any provision hereof or of the Seller Obligations. CMS acknowledges
and agrees that the guaranty set forth above is a guaranty of payment and
performance and not merely a guaranty of collection, that CMS is liable as a
primary obligor, and, except as provided in the first sentence of this
paragraph, that the obligations of CMS under this guaranty set forth above shall
not be released, discharged, or in any way affected by any circumstance or
condition whatsoever that might otherwise constitute a legal or equitable
defense or discharge of a guarantor, indemnitor, or surety or that might
otherwise limit recourse against CMS under any applicable Law. Should Buyer be
obligated by a reorganization, insolvency, bankruptcy, or other Law to repay
Seller or CMS, or any trustee, receiver, or other representative of any of them,
any amounts previously paid by Seller or CMS pursuant to this Agreement, then
the guaranty of CMS set forth above shall be reinstated in the amount of such
repayments. CMS consents to and agrees to be bound by the provisions of Articles
VII, X and XI (as if it were Seller) with respect to any claims under this
guaranty.


                                          CMS ENTERPRISES COMPANY



                                          BY: /s/ Alan M. Wright
                                             -----------------------------------
                                                 Alan M. Wright
                                                 Executive Vice President and
                                                 Chief Financial Officer


                                       39
<PAGE>
BUYER:                                    MARATHON E.G. METHANOL LIMITED



                                          BY: /s/ J.F. Meara
                                             -----------------------------------
                                                 J. F. Meara
                                                 Director

      Marathon, in consideration of the premises, the agreements and the
covenants contained herein, and the benefits it is deriving from the execution
and delivery of this Agreement and the transactions contemplated hereby, the
receipt and sufficiency of which is hereby acknowledged, hereby unconditionally
and irrevocably guarantees payment to Seller and performance by Buyer of the
obligations of Buyer under this Agreement (the "BUYER'S OBLIGATIONS"), subject
to any defenses of Buyer under this Agreement (except those enumerated
hereafter), but Marathon waives (i) any defense that may arise by reason of
incapacity, lack of authority, invalidity, bankruptcy or insolvency of Buyer,
(ii) any defense based on election of remedies, (iii) any requirement that
Seller pursue or exhaust any remedy against Buyer, and (iv) any defense based on
any right to consent to any amendment, waiver, modification, or supplement of
this Agreement or any provision hereof or of the Buyer Obligations. Marathon
acknowledges and agrees that the guaranty set forth above is a guaranty of
payment and performance and not merely a guaranty of collection, that Marathon
is liable as a primary obligor, and, except as provided in the first sentence of
this paragraph, that the obligations of Marathon under this guaranty set forth
above shall not be released, discharged, or in any way affected by any
circumstance or condition whatsoever that might otherwise constitute a legal or
equitable defense or discharge of a guarantor, indemnitor, or surety or that
might otherwise limit recourse against Marathon under any applicable Law. Should
Seller be obligated by a reorganization, insolvency, bankruptcy, or other Law to
repay Buyer or Marathon, or any trustee, receiver, or other representative of
any of them, any amounts previously paid by Buyer or Marathon pursuant to this
Agreement, then the guaranty of Marathon set forth above shall be reinstated in
the amount of such repayments. Marathon consents to and agrees to be bound by
the provisions of Articles VII, X and XI (as if it were Buyer) with respect to
any claims under this guaranty.


                                          MARATHON OIL COMPANY



                                          BY: /s/ S. J. Lowden
                                             -----------------------------------
                                                 S. J. Lowden
                                                 Senior Vice President


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