<PAGE>
                                                                  Exhibit 10.21

                            STOCK PURCHASE AGREEMENT

                                  by and among

              THE GENSTAR STOCKHOLDERS LISTED ON SCHEDULE I HERETO

                      ONTARIO TEACHERS' PENSION PLAN BOARD

                                       and

               THE OTHER STOCKHOLDERS LISTED ON SCHEDULE I HERETO,

                                   as Sellers,

                       THE SHERWIN-WILLIAMS CLAIMS TRUST,

                          GENSTAR CAPITAL CORPORATION,

  as Sellers' Representative and Trustee of the Sherwin-Williams Claims Trust,

                             GENTEK HOLDINGS, INC.,

                         GENTEK BUILDING PRODUCTS, INC.,

                        GENTEK BUILDING PRODUCTS LIMITED

                                       and

                       ASSOCIATED MATERIALS INCORPORATED,

                                  as Purchaser

                            Dated as of July 31, 2003
<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I. DEFINITIONS....... .................................................2

     Section 1.01.   Certain Defined Terms.....................................2
     Section 1.02.   Other Interpretive Provisions............................15
     Section 1.03.   Schedules and Exhibits...................................16

ARTICLE II. PURCHASE AND SALE.................................................16

     Section 2.01.   Purchase and Sale of the Shares; Cancellation of
                     Options..................................................16
     Section 2.02.   Purchase Price...........................................16
     Section 2.03.   Escrow Arrangements......................................17
     Section 2.04.   Closing..................................................17
     Section 2.05.   Closing Deliveries of Sellers............................17
     Section 2.06.   Closing Deliveries of Gentek Holdings, Gentek U.S.
                     and Gentek Canada........................................18
     Section 2.07.   Closing Deliveries of Purchaser..........................18
     Section 2.08.   Pre-Closing Purchase Price Adjustment....................18
     Section 2.09.   Post-Closing Purchase Price Adjustments..................19
     Section 2.10.   No Impact on Indemnification.............................22
     Section 2.11.   Cash-True-Up Payment.....................................22

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLERS, GENTEK
             HOLDINGS, GENTEK U.S., GENTEK CANADA, SELLERS'
             REPRESENTATIVE AND THE SHERWIN-WILLIAMS CLAIMS
             TRUST............................................................23

     Section 3.01.   Authority................................................23
     Section 3.02.   No Conflict..............................................24
     Section 3.03.   Governmental Consents and Approvals......................24
     Section 3.04.   Brokers..................................................24
     Section 3.05.   Ownership of the Shares and Options......................25
     Section 3.06.   Litigation...............................................25

ARTICLE IV. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF  GENTEK
            HOLDINGS, GENTEK U.S. AND GENTEK CANADA...........................25

     Section 4.01.   Organization and Qualification of Gentek Holdings,
                     Gentek U.S. and Gentek Canada............................25
     Section 4.02.   Capital Stock of Gentek Holdings, Gentek U.S.
                     and Gentek Canada........................................26
     Section 4.03.   Financial Information....................................27
     Section 4.04.   No Undisclosed Liabilities...............................28
     Section 4.05.   Receivables..............................................28
     Section 4.06.   Inventories..............................................28
     Section 4.07.   Conduct in the Ordinary Course; Absence of Material
                     Adverse Effect...........................................28
     Section 4.08.   Litigation...............................................29
     Section 4.09.   Compliance with Laws.....................................30

                                                                             -i-
<PAGE>

                               TABLE OF CONTENTS
                                  (Continued)

                                                                            Page

     Section 4.10.   Environmental Matters....................................30
     Section 4.11.   Material Contracts.......................................30
     Section 4.12.   Intellectual Property....................................32
     Section 4.13.   Real Property............................................33
     Section 4.14.   Assets...................................................33
     Section 4.15.   Employee Benefit Matters.................................34
     Section 4.16.   Labor Matters............................................39
     Section 4.17.   Taxes....................................................40
     Section 4.18.   Accounts, Lockboxes, Safe Deposit Boxes; Powers
                     of Attorney..............................................41
     Section 4.19.   Warranty Claims..........................................42
     Section 4.20.   Steel Peel Claims........................................42
     Section 4.21.   Permits..................................................42
     Section 4.22.   Interests of Affiliates..................................42
     Section 4.23.   Books and Records........................................42
     Section 4.24.   Insurance................................................42
     Section 4.25.   Sherwin-Williams Counter-Claims..........................43

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF PURCHASER........................43

     Section 5.01.   Organization and Authority...............................43
     Section 5.02.   No Conflict..............................................43
     Section 5.03.   Governmental Consents and Approvals......................44
     Section 5.04.   Private Placement........................................44
     Section 5.05.   Investigation............................................45
     Section 5.06.   Financing................................................46
     Section 5.07.   Litigation...............................................46
     Section 5.08.   Brokers..................................................46

ARTICLE VI. ADDITIONAL AGREEEMENTS............................................46

     Section 6.01.   Conduct of Business Prior to the Closing.................46
     Section 6.02.   Access to Information....................................49
     Section 6.03.   Confidentiality..........................................49
     Section 6.04.   Regulatory Authorizations................................50
     Section 6.05.   Third Party Consents.....................................51
     Section 6.06.   Conveyance Taxes.........................................51
     Section 6.07.   Further Action...........................................51
     Section 6.08.   Sherwin-Williams Claims Matters..........................51
     Section 6.09.   Purchaser Financing Arrangements.........................55
     Section 6.10.   Sellers' Representative..................................55

                                                                            -ii-
<PAGE>

                               TABLE OF CONTENTS
                                  (Continued)
                                                                            Page

     Section 6.11.   Notification of Certain Matters..........................56
     Section 6.12.   Settlement of Payables...................................56
     Section 6.13.   Employees................................................57
     Section 6.14.   Statement of Outstanding Draft Amounts...................57

ARTICLE VII. TAX MATTERS......................................................58

     Section 7.01.   Allocation of Taxes......................................58
     Section 7.02.   Controversies............................................58
     Section 7.03.   Tax Returns/Payment of Taxes.............................59
     Section 7.04.   Prior Tax Agreements.....................................60
     Section 7.05.   Assistance and Cooperation...............................60
     Section 7.06.   Survival.................................................61

ARTICLE VIII. CONDITIONS TO CLOSING...........................................61

     Section 8.01.   Conditions to Obligations of Sellers, Sellers'
                     Representative and Purchaser.............................61
     Section 8.02.   Additional Condition to Obligations of Sellers and
                     Sellers' Representative..................................62
     Section 8.03.   Additional Conditions to Obligations of Purchaser........62

ARTICLE IX. TERMINATION AND WAIVER............................................64

     Section 9.01.   Termination..............................................64
     Section 9.02.   Effect of Termination....................................65
     Section 9.03.   Waiver...................................................66

ARTICLE X. INDEMNIFICATION....................................................67

     Section 10.01.  Survival of Representations, Warranties, Covenants
                     and Obligations..........................................67
     Section 10.02.  Exclusive Remedy.........................................67
     Section 10.03.  Indemnification by Purchaser.............................67
     Section 10.04.  Indemnification by Sellers and the Sherwin-Williams
                     Claims Trust.............................................68
     Section 10.05.  Indemnification Claim and Notice of Loss.................70
     Section 10.06.  Limitations on Indemnification...........................71

ARTICLE XI. MISCELLANEOUS.....................................................74

     Section 11.01.  Expenses.................................................74
     Section 11.02.  Notices..................................................74
     Section 11.03.  Public Announcements.....................................75
     Section 11.04.  Severability.............................................75

                                                                           -iii-
<PAGE>

                               TABLE OF CONTENTS
                                  (Continued)
                                                                            Page

     Section 11.05.    Entire Agreement.......................................75
     Section 11.06.    Assignment.............................................75
     Section 11.07.    No Third Party Beneficiaries...........................76
     Section 11.08.    Amendment..............................................76
     Section 11.09.    GOVERNING LAW..........................................76
     Section 11.10.    Jurisdiction...........................................76
     Section 11.11.    WAIVER OF JURY TRIAL...................................76
     Section 11.12.    Counterparts...........................................77

                                                                            -iv-
<PAGE>

                            STOCK PURCHASE AGREEMENT

     THIS  STOCK  PURCHASE  AGREEMENT  is entered  into as of July 31,  2003 (as
amended,  restated,  supplemented or otherwise  modified from time to time, this
"Agreement") by and among the stockholders listed as the GENSTAR STOCKHOLDERS on
Schedule I hereto (the "Genstar  Stockholders"),  the ONTARIO  TEACHERS' PENSION
PLAN BOARD,  a non-share  capital  corporation  organized and existing under the
Teachers' Pension Act R.S.C.  1990, C.T.I.  (Ontario)  ("OTPPB"),  and the other
stockholders listed on Schedule I hereto (together with the Genstar Stockholders
and OTPPB,  collectively,  "Sellers"  and each,  a  "Seller"),  as sellers,  the
Sherwin-Williams Claims Trust, a trust organized and existing under that certain
Trust  Agreement,  dated as of July  31,  2003,  by and  among  Genstar  Capital
Corporation and the persons listed on Schedule I thereto (the  "Sherwin-Williams
Claims  Trust"),  GENSTAR  CAPITAL  CORPORATION,  a  corporation  organized  and
existing  under the laws of the  Province of  Alberta,  Canada  ("Genstar"),  as
sellers' representative (Genstar acting in such capacity or such other Person as
may succeed  Genstar in such  capacity  being  referred  to herein as  "Sellers'
Representative")  and  trustee of the  Sherwin-Williams  Claims  Trust  (Genstar
acting in such  capacity  or such other  Person as may  succeed  Genstar in such
capacity being referred to herein as the "Trustee"),  GENTEK  HOLDINGS,  INC., a
corporation  organized  and  existing  under the laws of the  State of  Delaware
("Gentek Holdings"), GENTEK BUILDING PRODUCTS, INC., a corporation organized and
existing  under  the  laws of the  State of  Delaware  ("Gentek  U.S."),  GENTEK
BUILDING PRODUCTS LIMITED,  a corporation  organized and existing under the laws
of the Province of Ontario,  Canada ("Gentek Canada"),  and ASSOCIATED MATERIALS
INCORPORATED,  a corporation  organized and existing under the laws of the State
of Delaware ("Purchaser"), as purchaser.

                              W I T N E S S E T H:

     WHEREAS,  Sellers  own  all of  the  issued  and  outstanding  shares  (the
"Shares") of capital  stock of Gentek  Holdings  and Gentek  Holdings has issued
options (collectively, the "Options") to acquire shares (the "Option Shares") of
capital stock of Gentek Holdings.

     WHEREAS,  Gentek  Holdings owns all of the issued and  outstanding  capital
stock of its direct subsidiary Gentek U.S., which in turn owns all of the issued
and outstanding capital stock of its direct subsidiary Gentek Canada.

     WHEREAS,  Sellers  wish to sell  to  Purchaser,  and  Purchaser  wishes  to
purchase from Sellers, the Shares concurrently with cancellation of the Options,
all upon the terms and subject to the conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  foregoing  and the  respective
agreements, covenants,  representations and warranties hereinafter set forth and
other good and  valuable  consideration,  the receipt and  adequacy of which are
hereby
<PAGE>

acknowledged,  and  intending to be legally  bound  hereby,  the parties  hereto
hereby agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

     Section 1.01. Certain Defined Terms. Unless the context otherwise requires,
the following  terms,  when used in this  Agreement,  shall have the  respective
meanings specified below:

     "Action"  shall  mean  any  claim,   action,   charge,   complaint,   suit,
arbitration,  grievance,  inquiry or proceeding (whether at law or in equity) or
investigation  by  or  before  any  Governmental  Authority  or  duly  appointed
arbitration authority.

     "Adjustment  Estimation  Date" shall have the meaning  specified in Section
2.08.

     "affiliate"  shall mean,  with respect to any specified  Person,  any other
Person  that,  directly  or  indirectly  through  one  or  more  intermediaries,
controls,  is controlled by, or is under common control (as defined below) with,
such  specified  Person;  provided,   however,  that  for  purposes  of  Section
4.11(viii) and Section 4.22, an "affiliate" of any Person shall also include (i)
any director of officer of Gentek Holdings or any of its  Subsidiaries  and each
of their respective affiliates,  and (ii) the Sellers' Representative and any of
its directors, officers and each of their respective affiliates.

     "Agreement"  shall  have the  meaning  specified  in the  preamble  to this
Agreement.

     "Arrangers" shall have the meaning specified in Section 5.06.

     "Assets" shall have the meaning specified in Section 4.14.

     "Assignment and Assumption  Agreement" shall have the meaning  specified in
Section 2.02.

     "Auditor's  Determination  Statement"  shall have the meaning  specified in
Section 2.09.

     "Best Efforts Letter" shall have the meaning specified in Section 5.06.

     "Business"   shall  mean  the   businesses  of  Gentek   Holdings  and  its
Subsidiaries as conducted on the date hereof.

     "business day" shall mean any day that is not a Saturday, a Sunday or other
day on which  banks  are  required  or  authorized  by Law to be  closed  in San
Francisco, California or Cleveland, Ohio.

                                                                             -2-
<PAGE>

     "Canadian Employee Plans" shall have the meaning specified in Section 4.15.

     "Cash"  shall  mean,  for  Gentek  Holdings  and  its   Subsidiaries  on  a
consolidated  basis,  all cash and cash  equivalents,  other  than,  solely  for
purposes of Section 2.09, an amount in cash equal to the Cash True-Up Amount.

     "Cash-True-Up  Amount"  shall mean a dollar  amount  equal to the amount of
deposits into the accounts of Gentek Holdings and any of its  Subsidiaries as of
11:59  p.m.  on the date of  Closing  that are not  credited  as Cash to  reduce
Indebtedness.

     "Class A Common Stock" shall have the meaning specified in Section 4.02.

     "Class B Common Stock" shall have the meaning specified in Section 4.02.

     "Class C Common Stock" shall have the meaning specified in Section 4.02.

     "Class D Common Stock" shall have the meaning specified in Section 4.02.

     "Closing" shall have the meaning specified in Section 2.04.

     "Closing  Adjustment  Amount Statement" shall have the meaning specified in
Section 2.09.

     "Closing Date" shall have the meaning specified in Section 2.04.

     "Closing  Indebtedness"  means the amount of  Indebtedness,  together  with
unpaid  interest  and  fees  accrued   thereon,   of  Gentek  Holdings  and  its
Subsidiaries  on a  consolidated  basis  immediately  prior to the Closing,  but
giving  effect  to  any  payment  thereof  by  Gentek  Holdings  or  any  of its
Subsidiaries (and excluding,  for greater  certainty,  any payment made by or on
behalf of Purchaser) in connection with consummation of the Closing,  determined
in accordance with the accounting  principles utilized in the preparation of the
Reference Balance Sheet.

     "Closing  Net  Indebtedness"  shall have the meaning  specified  in Section
2.09.

     "Closing Working Capital" shall have the meaning specified in Section 2.09.

     "Closing  Working  Capital  Adjustment"  shall mean  Thirteen  Million  One
Hundred and Ninety Five Thousand Dollars ($13,195,000).

     "COBRA" shall mean the Consolidated  Omnibus Budget  Reconciliation  Act of
1985,  as amended and as  codified in Section  4980B of the Code and Section 601
et. seq. of ERISA.

     "Code" shall mean the Internal Revenue Code of 1986, as amended.

     "Collective  Bargaining  Agreements"  shall have the meaning  specified  in
Section 4.16.

                                                                             -3-
<PAGE>

     "Competition Act" shall mean the Competition Act (Canada),  R.S.C. 1985, c.
34,  as  amended  through  the  date  hereof,  and  the  rules  and  regulations
promulgated thereunder.

     "Confidential  Information"  shall have the  meaning  specified  in Section
6.03.

     "Confidentiality   Agreement"   shall  mean  the   confidentiality   letter
agreement, dated as of May 29, 2002, by and between Gentek U.S. and Purchaser.

     "control"  (including the terms  "controlled  by" and "under common control
with") shall mean, as used with respect to any Person, the possession,  directly
or  indirectly,  or as trustee,  personal  representative  or executor,  by such
Person  of the  power to  direct  or  cause  the  direction  of the  affairs  or
management  of  another   Person,   whether  through  the  ownership  of  voting
securities,  as trustee,  personal  representative  or executor,  by contract or
otherwise, including, without limitation, the ownership, directly or indirectly,
of securities  having the power to elect a majority of the board of directors or
similar body governing the affairs of such other Person.

     "Current Incentive Plans" shall have the meaning specified in Section 6.13.

     "Disclosure  Schedule" shall mean the Disclosure  Schedule attached hereto,
dated  as of the  date  hereof,  and  forming  a part of this  Agreement,  which
Disclosure  Schedule  shall (i) consist of items of  disclosure  categorized  by
sections,   and  (ii)   provide   information,   or   otherwise   qualify,   the
representations  and warranties set forth in the corresponding  sections of this
Agreement  and any other  sections  of this  Agreement  to the extent that it is
readily apparent on the face of such disclosure that such disclosure  applies to
such other sections of this Agreement.

     "dollars"  and the sign "$" shall  each  mean  lawful  money of the  United
States.

     "Employee  Plans"  shall  mean the U.S.  Employee  Plans  and the  Canadian
Employee Plans.

     "Encumbrance"  shall mean any security interest,  pledge,  mortgage,  lien,
charge, encumbrance,  adverse claim, preferential arrangement,  option, right of
first refusal, easement,  encroachment,  indenture, deed of trust, right of way,
license,  lease,  security  agreement  or  restriction  of any  kind,  excluding
licenses of Intellectual Property.

     "Environmental  Claim" shall mean any action,  suit,  investigation  (other
than a routine  inspection),  demand,  demand  letter,  claim,  lien,  notice of
non-compliance or violation, notice of liability,  proceeding,  consent order or
consent  agreement by any Governmental  Authority or any Person made under or in
accordance with any Environmental Law or Environmental Permit.

     "Environmental  Law" shall mean any Law in effect as of the  Closing  Date,
including any legally  enforceable  judicial or  administrative  order,  consent
decree or judgment,  to the extent  relating to protection  of the  environment,
natural resources or exposure of any Person to Hazardous Materials.

                                                                             -4-
<PAGE>

     "Environmental  Permit" shall mean any Permit required under any applicable
Environmental Law.

     "ERISA" shall mean the Employee  Retirement Income Security Act of 1974, as
amended through the date hereof.

     "ERISA Affiliate" shall have the meaning specified in Section 4.15.

     "Escrow  Agent"  shall  mean  a  national  banking  association  reasonably
acceptable to Purchaser and Sellers'  Representative,  or any successor  thereto
designated in accordance with the terms of the Escrow Agreement.

     "Escrow  Agreement" shall mean the Escrow  Agreement,  substantially in the
form attached hereto as Exhibit A.

     "Estimated Adjustment Amount Statement" shall have the meaning specified in
Section 2.08.

     "Estimated  Closing Net  Indebtedness"  shall have the meaning specified in
Section 2.08.

     "Final  Closing   Adjustment  Amount  Statement"  shall  have  the  meaning
specified in Section 2.09(b) or Section 2.09(c), as the case may be.

     "Final  Purchase  Price  Adjustment"  shall have the meaning  specified  in
Section 2.09.

     "Final Purchase Price Adjustment Date" shall have the meaning  specified in
Section 2.09(b) or Section 2.09(c), as the case may be.

     "Financial Statements" shall have the meaning specified in Section 4.03.

     "Genstar"  shall  have  the  meaning  specified  in the  preamble  to  this
Agreement.

     "Genstar  Stockholders" shall have the meaning specified in the preamble to
this Agreement.

     "Gentek  Canada"  shall have the meaning  specified in the recitals to this
Agreement.

     "Gentek  Holdings" shall have the meaning specified in the preamble to this
Agreement.

     "Gentek  U.S." shall have the  meaning  specified  in the  preamble to this
Agreement.

     "Governmental   Authority"  shall  mean  any  national,   federal,   state,
provincial,  municipal,  local,  foreign  or  other  government,   governmental,
regulatory or

                                                                             -5-
<PAGE>

administrative authority,  agency or commission or any court, tribunal, or other
judicial body.

     "Governmental  Order" shall mean any legally binding order, writ, judgment,
injunction, decree, stipulation, or determination of any Governmental Authority.

     "Hazardous  Materials"  shall  mean any  chemical,  material  or  substance
defined or regulated as toxic or hazardous or as a pollutant or  contaminant  or
as a  waste  under  any  applicable  Environmental  Law  and  includes,  without
limitation, petroleum and petroleum products, by-products or breakdown products,
radioactive  materials,   urea  formaldehyde  insulation,   asbestos  containing
materials and polychlorinated biphenyls.

     "HSR Act" shall mean the  Hart-Scott-Rodino  Antitrust  Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder.

     "Indebtedness"  shall  mean,  with  respect  to  Gentek  Holdings  and  its
Subsidiaries on a consolidated  basis,  (i)  indebtedness  for borrowed money or
indebtedness issued or incurred in substitution or exchange for indebtedness for
borrowed  money,  (ii) amounts owing as deferred  purchase price for property or
services, including all seller notes and "earn-out" payments, (iii) indebtedness
evidenced by any note,  bond,  debenture,  mortgage or other debt  instrument or
debt security, (iv) commitments or obligations to assure a creditor against loss
(including  contingent  reimbursement  obligations  with  respect  to letters of
credit),  (v)  indebtedness  secured  by a lien on any assets or  properties  of
Gentek Holdings or any of its  Subsidiaries,  (vi) obligations or commitments to
repay  deposits  or  other  amounts  advanced  by and  owing  to  third  parties
(including  outstanding and unpaid checks), (vii) obligations under any interest
rate, currency or other hedging agreement, (viii) any unsatisfied obligation for
"withdrawal  liability"  to a  "multiemployer  plan" (as defined in the Employee
Retirement  Income  Security Act of 1974,  as  amended),  (ix) amounts that will
automatically  become due and payable or  otherwise  owing under any  employment
agreements or non-competition  agreements as a direct result of the execution of
this Agreement or the consummation of the transactions  contemplated hereby, (x)
obligations  under  capitalized  leases,  (xi)  guarantees  or other  contingent
liabilities  (including  so called  take-or-pay  or keep-well  agreements)  with
respect to any  indebtedness,  obligation  or liability  of a type  described in
clauses (i) through (x) above of any other Person,  (xii)  prepayment  premiums,
penalties or equivalents thereof with respect to any indebtedness, obligation or
liability  of a type  described in clauses (i) through (xi) above which would be
payable if such indebtedness,  obligation or liability would be paid at Closing,
and (xiii) the Transaction Expenses;  provided, however, that Indebtedness shall
not include (A) accounts payable to trade creditors and accrued expenses arising
in the  ordinary  course of  business  consistent  with past  practice,  (B) the
endorsement of negotiable  instruments  for collection in the ordinary course of
business and (C)  obligations  for the undrawn face amounts of letters of credit
issued  for the  benefit of (1)  Cragwood  Joint  Venture in the face  amount of
$250,000  and (2)  Liberty  Mutual  Insurance  Company  in the  face  amount  of
$766,890.

     "Indemnification  Escrow"  shall  have the  meaning  specified  in  Section
2.03(b).

                                                                             -6-
<PAGE>

     "Indemnification   Escrow   Amount"  shall  mean  Seven   Million   Dollars
($7,000,000),  which  amount  is  to be  deposited  with  the  Escrow  Agent  in
accordance  with the terms of this  Agreement and held and released  pursuant to
the terms and subject to the  conditions  set forth in this Agreement and in the
Escrow Agreement.

     "Indemnified Party" shall have the meaning specified in Section 10.05.

     "Indemnified  Purchaser  Loss" shall have the meaning  specified in Section
10.04.

     "Indemnified  Purchaser Party" shall have the meaning  specified in Section
10.04.

     "Indemnified  Seller  Loss"  shall have the  meaning  specified  in Section
10.03.

     "Indemnified  Seller  Party"  shall have the meaning  specified  in Section
10.03.

     "Indemnifying Party" shall have the meaning specified in Section 10.05.

     "Initial Trust Deposit" shall have the meaning specified in Section 6.08.

     "Insurance Policies" shall have the meaning specified in Section 4.24.

     "Intellectual  Property" shall mean the Owned Intellectual Property and the
Licensed Intellectual Property.

     "Interim  Working Capital  Statement"  shall have the meaning  specified in
Section 2.09(a).

     "Interim Financial  Statements" shall have the meaning specified in Section
4.03.

     "Inventories" shall mean all inventory,  merchandise,  finished goods, work
in process,  raw materials  and parts,  packaging,  supplies and other  personal
property  maintained,  held or stored by or for  Gentek  Holdings  or any of its
Subsidiaries on the Closing Date.

     "investment"  with  respect  to any  Person,  shall  mean (i) any direct or
indirect purchase or other acquisition by such Person of any notes, obligations,
instruments,  stock,  securities,  or ownership interest (including  partnership
interests,  limited liability company interests, and joint venture interests) of
any other Person and (ii) any capital  contribution  by such Person to any other
Person.

     "Investment Canada Act" shall mean the Investment Canada Act, R.S. 1985, c.
28  (1st  supp.),  as  amended  through  the  date  hereof,  and the  rules  and
regulations promulgated thereunder.

     "IP Rights"  shall mean any or all of the following  throughout  the world:
(i)  all  patents  and  applications  therefore  and  all  reissues,  divisions,
renewals, extensions,

                                                                             -7-
<PAGE>

provisionals,  continuations and continuations-in-part thereof ("Patents"); (ii)
all  inventions   (whether  patentable  or  not),   invention   disclosures  and
improvements,  all trade secrets,  confidential or proprietary information, know
how and technology,  technical data, customer lists, designs,  processes, source
codes and databases ("Trade Secrets"); (iii) all works of authorship, registered
and unregistered  copyrights,  mask works,  moral and economic rights of authors
(however  denominated)  copyright and mask work  registrations  and applications
("Copyrights"); (iv) all trade names, logos, trademarks, service marks and other
indicia of origin;  trademark and service mark registrations and applications or
similar  reservations  of marks  ("Trademarks");  and (v) Internet domain names,
applications  and  reservations  therefor,  uniform  resource  locations and the
corresponding Internet sites.

     "IRS" shall mean the Internal Revenue Service of the United States.

     "ISRA" shall mean the New Jersey  Industrial  Site Recovery  Act,  N.J.S.A.
13:1K-6 et seq. (and including  N.J.S.A.  58:10B-1 et seq.) and the  regulations
promulgated thereunder.

     "ISRA  Approvals" all approvals,  authorizations,  agreements,  consents or
orders  that are  required,  in the  reasonable,  good faith  judgment of Gentek
Holdings and its  Subsidiaries,  under the  applicable  provisions of ISRA to be
obtained  by Gentek  Holdings or any of its  Subsidiaries  in  connection  with,
and/or as a condition to, the consummation of the  transactions  contemplated by
this Agreement.

     "knowledge" shall mean, with respect to any specified  Person,  (i) if such
Person is an individual,  the actual knowledge of such Person,  and (ii) if such
Person is not an individual,  the actual  knowledge of any executive  officer or
director (or other individual serving in a similar capacity) of such Person.

     "Law" shall mean any  statute,  law,  ordinance,  regulation,  rule,  code,
principle  of  common  law,  Governmental  Order  or  other  requirement  of any
Governmental Authority.

     "Leased Real Property" shall mean the real property  presently leased by or
subject to an offer to lease,  agreement  to lease or  sublease  or other use or
occupancy agreement by Gentek Holdings or any of its Subsidiaries.

     "Liabilities" shall mean any and all adverse claims, debts, liabilities and
obligations,  whether  accrued  or fixed,  absolute  or  contingent,  matured or
unmatured or determined or determinable.

     "Licensed Intellectual Property" shall mean all material IP Rights licensed
or sublicensed to or by Gentek Holdings or any of its Subsidiaries  from or to a
third party.

     "Material Adverse Effect" shall mean any circumstance, change in, or effect
on  the  Business  that,  individually  or  in  the  aggregate  with  any  other
circumstances, changes in, or effects on the Business, is or would reasonably be
expected  to be,  materially  adverse  to the  Business,  operations,  assets or
liabilities, results of operations

                                                                             -8-
<PAGE>

or financial  condition  of Gentek  Holdings  and its  Subsidiaries,  taken as a
whole; provided, however, that none of the following circumstances,  changes in,
or effects  shall be deemed,  either alone or in  combination,  to  constitute a
Material  Adverse Effect:  (i) any change in or effect resulting from or arising
out of the  announcement  of this Agreement or the pendency of the  transactions
contemplated by this Agreement;  (ii) any change in or effect  resulting from or
arising out of the  performance  by Sellers,  Gentek  Holdings or Gentek U.S. of
their respective obligations under this Agreement; (iii) any change in or effect
resulting  from or arising  out of  general  economic  conditions  in the United
States or Canada that do not disproportionately affect Gentek Holdings or any of
its Subsidiaries;  or (iv) any change in or effect resulting from or arising out
of the  industries  in which Gentek  Holdings and its  Subsidiaries  conduct the
Business that do not  disproportionately  affect  Gentek  Holdings or any of its
Subsidiaries.

     "Material Contracts" shall have the meaning specified in Section 4.11.

     "Multiemployer Plan" shall have the meaning specified in Section 4.15.

     "Option  Shares"  shall have the meaning  specified in the recitals to this
Agreement.

     "Options"  shall  have  the  meaning  specified  in the  recitals  to  this
Agreement.

     "OTPPB" shall have the meaning specified in the preamble to this Agreement.

     "Outstanding  Draft  Amount"  shall have the meaning  specified  in Section
6.14.

     "Overlap  Period" shall mean a taxable period  beginning on or prior to and
ending after the Closing Date.

     "Owned  Intellectual  Property"  shall mean all material IP Rights owned by
Gentek Holdings or any of its Subsidiaries.

     "Owned  Real  Property"  shall mean the real  property  presently  owned by
Gentek  Holdings or any of its  Subsidiaries,  together  with all  buildings and
other  structures,  facilities or  improvements  currently or hereafter  located
thereon,  all  material  fixtures,  systems,  equipment  and  items of  personal
property of Gentek Holdings or any of its  Subsidiaries  attached or appurtenant
thereto and all material easements,  licenses, rights and appurtenances relating
to the foregoing.

     "PBGC" shall have the meaning specified in Section 4.15.

     "Pending Sherwin-Williams  Litigation" shall mean that certain Action known
as Gentek Building  Products,  Inc. v. The  Sherwin-Williams  Company,  Case No.
1:02CV0013 pending in the United States District Court for the Northern District
of Ohio (including any appeal,  settlement or other proceeding  relating thereto
or derivative thereof).

                                                                             -9-
<PAGE>

     "Percentage  Share" shall mean, with respect to each Seller,  such Seller's
allocated  share  of the  Purchase  Price,  calculated  using  a  fraction,  the
numerator of which is the portion of the Purchase Price allocated to such Seller
pursuant to this  Agreement  based upon such  Seller's  ownership  of Shares and
Options as set forth on Schedule I hereto,  and the  denominator of which is the
aggregate  Purchase Price payable  pursuant to this Agreement to all Sellers and
holders of Options.

     "Permit" shall mean any permit (including  occupancy permit),  certificate,
license, consent or authorization of any Governmental Authority.

     "Permitted  Encumbrances"  shall mean such of the  following as to which no
enforcement,  collection,  execution,  levy or foreclosure proceeding shall have
been commenced:  (i) Encumbrances  for Taxes,  assessments,  charges,  levies or
other  claims  not yet due and  payable,  or the  validity  of which  are  being
contested in good faith; (ii) materialmen's,  mechanics',  carriers',  workmen's
and repairmen's  liens and other similar liens arising in the ordinary course of
business and which do not, individually or in the aggregate,  materially detract
from the value of, or impair  the use of,  any of the  assets or  properties  of
Gentek  Holdings  or any of its  Subsidiaries;  (iii)  Encumbrances,  easements,
reserves,  servitudes,  encroachments,  rights of way or other  imperfections of
title  to  real  property  which  do  not,  individually  or in  the  aggregate,
materially detract from the value or marketability of, or impair the present use
of,  such  property;  and (iv) the  provisions  of  applicable  Laws,  including
by-laws, regulations, ordinances and similar instruments relating to development
and zoning,  provided,  in each case,  that such Laws have been complied with in
all  material  respects  and,  in the  case of  owned  Real  Property,  that all
necessary  certificates  and permits for the occupancy and use of each parcel of
such owned Real Property have been obtained and are in full force and effect.

     "Person" shall mean any individual,  partnership,  firm, corporation, joint
venture,  association,  trust,  unincorporated  organization or other entity, as
well as any  syndicate  or group that  would be deemed to be a person  under ss.
13(d)(3) of the  Securities  Exchange Act of 1934,  as amended  through the date
hereof.

     "Pre-Closing Period" shall have the meaning specified in Section 4.17.

     "Preliminary  Purchase  Price" shall have the meaning  specified in Section
2.02.

     "Price Adjustment Audit" shall have the meaning specified in Section 2.09.

     "Price  Adjustment  Auditor"  shall have the meaning  specified  in Section
2.09.

     "Proceeding" shall have the meaning specified in Section 11.10.

     "Purchase Price" shall have the meaning specified in Section 2.02.

     "Purchase  Price  Escrow"  shall  have the  meaning  specified  in  Section
2.03(a).

                                                                            -10-
<PAGE>

     "Purchase   Price  Escrow   Amount"   shall  mean  Five   Million   Dollars
($5,000,000),  which  amount  is  to be  deposited  with  the  Escrow  Agent  in
accordance  with the terms of this  Agreement and held and released  pursuant to
the terms and subject to the  conditions  set forth in this Agreement and in the
Escrow Agreement.

     "Purchaser"  shall  have the  meaning  specified  in the  preamble  to this
Agreement.

     "Real  Property"  shall mean the Leased  Real  Property  and the Owned Real
Property.

     "Real Property Documents" shall mean all leases, subleases,  binding offers
to  lease  and  other  use  or  occupancy  agreements  and  all  material  lease
guaranties,   estoppel   certificates  and  subordination  and   non-disturbance
agreements by Gentek Holdings or any of its Subsidiaries.

     "Receivables" shall mean any and all accounts  receivable,  notes and other
amounts  receivable owed to Gentek Holdings or any of its  Subsidiaries by third
parties,  arising  from the conduct of the  Business  before the  Closing  Date,
together with all unpaid financing charges accrued thereon.

     "Reference Balance Sheet" shall mean the audited consolidated balance sheet
of Gentek Holdings and its Subsidiaries dated as of December 31, 2002, a copy of
which is attached hereto as Exhibit C.

     "Reference Balance Sheet Date" shall mean December 31, 2002.

     "Registered  IP Rights"  shall mean all United  States,  international  and
foreign  (i)   Patents  and   applications   therefor   (including   provisional
applications),  (ii)  registered  Trademarks and  applications  therefor,  (iii)
registered Copyrights and applications  therefor, and (iv) Internet domain names
and uniform resource locators.

     "Regulations"  shall mean the  Treasury  Regulations  (including  Temporary
Regulations)  promulgated  by the United  States  Department  of  Treasury  with
respect to the Code or other federal tax statutes.

     "Resolution Period" shall have the meaning specified in Section 2.09.

     "Securities Act" shall have the meaning specified in Section 5.04.

     "Sellers"  shall  have  the  meaning  specified  in the  preamble  to  this
Agreement.

     "Sellers'  Representative" shall have the meaning specified in the preamble
to this Agreement.

     "Shares"  shall  have  the  meaning  specified  in  the  recitals  to  this
Agreement.

     "Sharing  Formula" shall mean, with respect to the SVA Amount  specified in
Section 6.08(h)(ii), an apportionment of such SVA Amount such that the Sherwin-

                                                                            -11-
<PAGE>

Williams  Claims Trust receives or retains the TR Share and Gentek  Holdings and
its Subsidiaries receive or retain the remainder.

     "Sherwin-Williams"  shall mean The Sherwin-Williams  Company, a corporation
organized and existing under the laws of the State of Ohio.

     "Sherwin-Williams  Claims" shall mean all claims,  controversies,  Actions,
demands, causes of action, debts, obligations,  damages, liabilities, duties, or
contracts of every kind and description,  whether known or unknown,  and whether
at law or in equity, against Sherwin-Williams or any of its affiliates or any of
their  respective   predecessors  or  successors  or  any  of  their  respective
businesses,  which  Gentek  U.S.  or  any  of its  affiliates  or  any of  their
respective  predecessors  or  successors  (other than Sellers and the holders of
Options) or any of their respective businesses now have or are owed, have had or
have  been  owed,  or  hereinafter  may have or may be owed,  arising  out of or
related to any act, event,  occurrence,  or omission  arising or existing at any
time from the beginning of the world which relate to a Steel Peel  Occurrence or
a Subject  Product,  and all proceeds  thereof and things of value received with
respect thereto;  provided  however,  that if the transfer or assignment of such
Sherwin-Williams  Claims would breach any underlying contractual right or render
void or voidable  any benefit,  then  "Sherwin-Williams  Claims"  shall mean the
proceeds from the foregoing claims,  controversies,  Actions, demands, causes of
action, debts, obligations, damages, liabilities, duties or contracts.

     "Sherwin-Williams  Claims  Trust"  shall have the meaning  specified in the
preamble to this Agreement.

     "Sherwin-Williams  Litigation  Liabilities" shall mean any loss, liability,
obligation,  damage, claim, cost, expense,  interest, award, judgment or penalty
suffered,  incurred or  sustained by Gentek U.S. or any of its  affiliates  as a
result of (i) the conduct,  management,  settlement or  prosecution  by Sellers,
holders of Options, Sellers' Representative or the Sherwin-Williams Claims Trust
of the Pending Sherwin-Williams  Litigation or any Sherwin-Williams Claims, (ii)
any  claim,   counterclaim   or  other   Action   initiated   or   asserted   by
Sherwin-Williams  or any of its  affiliates  arising out of,  resulting  from or
related  to the  Pending  Sherwin-Williams  Litigation  or any  Sherwin-Williams
Claims,  (iii) any action taken by Gentek Holdings or any of its Subsidiaries or
any of  their  respective  affiliates,  officers,  directors  or  agents  at the
direction  of Sellers or the  Sellers'  Representative  pursuant to Section 6.08
hereof or as otherwise compelled by legal process in connection with the Pending
Sherwin-Williams  Litigation,  and (iv)  the  assignment,  transfer,  conveyance
and/or delivery by Gentek Holdings or any of its  Subsidiaries of the rights and
benefits  arising  out  of  the  Pending  Sherwin-Williams  Litigation  and  the
Sherwin-Williams Claims to the Sherwin-Williams Claims Trust pursuant to Section
6.08 hereof (including any Taxes payable in connection therewith).

     "Single Employer Plan" shall have the meaning specified in Section 4.15.

     "Steel  Peel  Adjustment"  shall mean Five  Million  Dollars  ($5,000,000);
provided,  however,  that if,  prior to Closing,  the  Pending  Sherwin-Williams
Litigation is

                                                                            -12-
<PAGE>

settled (by judgment or otherwise),  the Steel Peel Adjustment  shall be reduced
proportionately  by a percentage equal to the amount of future Steel Peel Claims
with respect to which Sherwin-Williams agrees to honor its warranty or otherwise
may pay,  provided  that  pursuant to the terms of such  settlement or judgment,
Sherwin-Williams  agrees or is required to  reimburse  Gentek  Holdings  and its
Subsidiaries  in cash for at least fifty percent (50%) of the costs  incurred by
Gentek  Holdings and its  Subsidiaries  after the Closing for the remediation of
Steel Peel  Claims.  By way of example,  if  Sherwin-Williams  acknowledged  one
hundred percent (100%) of the liability for future Steel Peel Claims,  the Steel
Peel Adjustment would be reduced to zero and eliminated, and if Sherwin-Williams
accepted sixty percent (60%) of the liability for future Steel Peel Claims,  the
Steel Peel Adjustment would be reduced to Two Million Dollars ($2,000,000).

     "Steel  Peel  Claim"  shall mean any  warranty  claim  against  Gentek U.S.
arising from any Steel Peel Occurrence made by, or derived from the rights of, a
Person to whom Subject Products were sold.

     "Steel Peel Occurrence"  shall mean a failure in the form of peeling of the
coated surface of any Subject Product.

     "Subject   Products"  shall  mean  certain   residential  siding  products,
consisting  of painted  steel  paneling  that were  manufactured  or produced by
Gentek U.S. or one or more of the  predecessors  of Gentek U.S. or its  business
between January 1, 1992 and December 31, 1995 in product color lines  designated
as (i) "885  White",  "Special  White",  "Polar  White" or  "Poplar"  or (ii) an
alternative name for marketing  purposes  corresponding to any such name and, in
each case, which used Sherwin-Williams paint.

     "Subsidiary"  shall mean,  with respect to any Person,  any other Person of
which (i) if a  corporation,  a majority of the total  voting power of shares of
stock entitled  (without regard to the occurrence of any contingency) to vote in
the election of directors,  managers or trustees thereof is at the time owned or
controlled,  directly or indirectly,  by such Person or one or more of the other
Subsidiaries  of such  Person  or a  combination  thereof,  or (ii) if a limited
liability company, partnership, association or other business entity, a majority
of the partnership or other similar  ownership  interest  thereof is at the time
owned or  controlled,  directly  or  indirectly,  by such  Person or one or more
Subsidiaries of such Person or a combination thereof.

     "SVA Amount" shall have the meaning specified in Section 6.08.

     "Tax" or "Taxes" shall mean any and all taxes (including  estimated taxes),
assessments,  fees, levies, duties,  tariffs,  imposts, and other charges of any
kind (together with any and all interest,  penalties,  loss, damage,  liability,
expense,  additions to tax and  additional  amounts or costs incurred or imposed
with respect thereto) imposed by any government or taxing authority,  including,
without  limitation  (whether  payable directly or by withholding and whether or
not requiring the filing of a Tax Return), (i) taxes or other charges on or with
respect to income,  franchises,  concessions,  windfall or other profits,  gross
receipts, property, sales, use, capital gains, capital stock or shares, payroll,

                                                                            -13-
<PAGE>

employment,   occupation,   severance,   social  security,   capital,   workers'
compensation,  unemployment  compensation or insurance, or net worth; (ii) taxes
or other charges in the nature of excise,  goods and services,  withholding,  ad
valorem,   stamp,  transfer,   value  added,  or  gains  taxes;  (iii)  license,
registration and documentation fees; (iv) customs duties,  tariffs,  and similar
charges and (v) any liability for amounts set forth elsewhere in this definition
of "Taxes"  as a result  either of being a member of a  combined,  consolidated,
unitary or  affiliated  group or of a  contractual  obligation  to indemnify any
person or other entity.

     "Tax Attributes"  shall mean net operating  losses,  capital losses and tax
credits,  and carryovers thereof, for purposes of federal income or state income
or franchise taxes.

     "Tax Benefit" shall have the meaning specified in Section 10.06.

     "Tax Matter" shall have the meaning specified in Section 7.02.

     "Tax Returns" shall have the meaning specified in Section 4.17.

     "Third Party Claims" shall have the meaning specified in Section 10.05.

     "Threshold Amount" shall have the meaning specified in Section 10.06.

     "TR Share" shall mean, with respect to the SVA Amount  specified in Section
6.08(h)(ii),  an amount equal to Five  Million  Dollars  ($5,000,000),  less the
present value of all sums expended  after the Closing in  remediating  any Steel
Peel Claims  which are not being  reimbursed  in cash to Gentek  Holdings or its
Subsidiaries  by  Sherwin-Williams  pursuant to the settlement  contemplated  in
Section  6.08(h)(ii)  (discounted  from the date that such sums were expended to
the  Closing  Date  using  a  discount  rate of six  percent  (6%)  per  annum),
multiplied  by a factor equal to the  percentage,  which shall be at least fifty
percent  (50%),  of the costs  incurred by Gentek  Holdings or its  Subsidiaries
after the Closing for the remediation of Steel Peel Claims with respect to which
Sherwin-Williams agrees to reimburse Gentek Holdings or its Subsidiaries in cash
pursuant  to the  settlement  contemplated  in  Section  6.08(h)(ii)  after  the
Closing.

     "Transaction Expenses" shall mean the aggregate amount payable, directly or
indirectly,  by Gentek Holdings or any of its Subsidiaries,  to the consultants,
financial advisors,  attorneys,  accountants or other agents and representatives
retained by Gentek  Holdings,  or any of its  affiliates  or  stockholders,  for
services  rendered  (including   research,   preparation,   drafting  documents,
negotiations, due diligence efforts, consultations,  assessments, or valuations)
and any fees payable by Gentek Holdings or any of its Subsidiaries to Genstar or
any of its  affiliates,  in each case, in connection with this Agreement and the
transactions  contemplated hereby, to the extent that such amounts have not been
either paid or accrued in accounts  payable  reflected in Working  Capital as of
the Closing.

     "Transferred Employees" shall have the meaning specified in Section 6.13.

                                                                            -14-
<PAGE>

     "Trust Amount" shall mean any and all proceeds of any award,  settlement or
other recovery received in respect of any and all Sherwin-Williams  Claims, less
any administrative charges of the Trustee.

     "Trust  Interest" shall mean a  non-transferable  right to receive,  if and
when received by the Sherwin-Williams  Claims Trust, an allocable portion of the
Trust Amount.

     "Trustee"  shall  have  the  meaning  specified  in the  preamble  to  this
Agreement.

     "U.S. Employee Plans" shall have the meaning specified in Section 4.15.

     "U.S.  GAAP"  shall  mean  United  States  generally  accepted   accounting
principles as in effect from time to time.

     "Working Capital" shall mean, for Gentek Holdings and its Subsidiaries on a
consolidated  basis, net accounts  receivable,  plus  Inventories,  plus prepaid
expenses, less the amount of accounts payable (excluding, for greater certainty,
unpaid checks issued by Gentek  Holdings or any of its  Subsidiaries)  and other
accrued  current   Liabilities   (excluding  (i)  accrued  interest  payable  on
outstanding  interest-bearing  Indebtedness  and (ii) Liabilities for Steel Peel
Claims).  For  references  purposes  only,  Working  Capital  reflected  on  the
Reference  Balance  Sheet is Twenty  Nine  Million,  Three  Hundred  Eighty Nine
Thousand Dollars ($29,389,000).

     Section  1.02.  Other  Interpretive  Provisions.  With  reference  to  this
Agreement,   unless  otherwise  specified  herein,  the  following  interpretive
provisions shall apply:

          (a) the  meanings  of  defined  terms are  equally  applicable  to the
singular and plural forms of such defined terms;

          (b) the words "herein,"  "hereto,"  "hereof" and "hereunder" and words
of  similar  import  shall  refer to this  Agreement  as a whole  and not to any
particular provision hereof;

          (c) Article,  Section,  Exhibit and Schedule references are references
to the articles, sections, exhibits and schedules of this Agreement;

          (d) the term "including" is by way of example and not a limitation;

          (e) the term "documents" includes any and all instruments,  documents,
agreements,  certificates,  notices,  reports,  financialb  statements and other
writings, however evidenced, whether in physical or electronic form;

          (f) in the  computation  of periods of time from a specified date to a
later specified date, (i) the word "from" shall mean "from and including;"  (ii)
the words  "to" and  "until"  each mean "to but  excluding;"  and (iii) the word
"through" shall mean "to and including"; and

                                                                            -15-
<PAGE>

          (g) section  headings herein are included for convenience of reference
only and shall not affect the interpretation of this Agreement.

     Section 1.03.  Schedules  and Exhibits.  The Schedules and Exhibits to this
Agreement  are  incorporated  herein and form an  integral  part  hereof.  If an
Exhibit is a form of agreement,  such agreement,  when executed and delivered by
the parties thereto, shall constitute a document independent of this Agreement.

                                   ARTICLE II.

                                PURCHASE AND SALE

     Section  2.01.  Purchase and Sale of the Shares;  Cancellation  of Options.
Upon the terms and subject to the conditions set forth in this Agreement, at the
Closing,  (i) each  Seller  and  Genstar,  acting in its  capacity  as agent for
certain Sellers, shall sell, assign,  transfer,  convey and deliver to Purchaser
or cause to be sold, assigned, transferred, conveyed and delivered to Purchaser,
free and clear of any and all  Encumbrances,  and Purchaser shall purchase,  the
Shares set forth opposite such Seller's name on Schedule I hereto,  and (ii) all
of the Options shall automatically be deemed cancelled and shall have no further
force or effect.  The  surrender  of Options in exchange  for the  consideration
described in Section 2.02 hereof shall be deemed a release of any and all rights
the holder had or may have had in respect of all of the holder's Options.

     Section 2.02.  Purchase Price. In consideration  for the sale of the Shares
and  cancellation  of the Options  pursuant to Section 2.01,  upon the terms and
subject to the conditions set forth in this  Agreement,  (i) Purchaser shall pay
to Sellers  and the  holders of Options an amount  equal to One  Hundred and Ten
Million Dollars  ($110,000,000),  plus the Closing  Working Capital  Adjustment,
less the Steel Peel Adjustment (the "Preliminary  Purchase Price"),  as adjusted
pursuant to this Article II, such amount to be allocated  among such Sellers and
holders  of  Options on a pro rata  basis in  accordance  with their  respective
economic   ownership   interests  in  the  net  proceeds  of  the   transactions
contemplated  hereby, and (ii) Gentek U.S. shall assign to the  Sherwin-Williams
Claims Trust the rights and benefits of the Pending Sherwin-Williams  Litigation
and the  Sherwin-Williams  Claims  pursuant  to the  Assignment  and  Assumption
Agreement   attached  hereto  as  Exhibit  B  (the  "Assignment  and  Assumption
Agreement"),  and the Sherwin-Williams  Claims Trust shall issue Trust Interests
to Sellers and the  holders of Options,  such Trust  Interests  to be  allocated
among such Sellers and holders of Options on a pro rata basis in accordance with
their  respective  economic  ownership  interests  in the  net  proceeds  of the
transactions   contemplated  hereby  (the  Preliminary  Purchase  Price,  as  so
adjusted,  being  referred  to  herein as the  "Purchase  Price").  Delivery  by
Purchaser  of  the  Preliminary   Purchase  Price,  as  adjusted,   to  Sellers'
Representative  in accordance  with Section  2.03,  and such  assignment,  shall
constitute a full discharge of Purchaser's  obligations pursuant to this Section
2.02.

                                                                            -16-
<PAGE>

     Section 2.03. Escrow Arrangements.

          (a) Upon the terms and  subject  to the  conditions  set forth in this
Agreement,  at the Closing, a portion of the Preliminary Purchase Price equal to
the Purchase Price Escrow Amount shall be deposited by Purchaser with the Escrow
Agent (the "Purchase  Price Escrow") to be held and released by the Escrow Agent
pursuant  to the terms and  subject  to the  conditions  set forth in the Escrow
Agreement as security for the Final  Purchase  Price  Adjustment  obligations of
Sellers set forth in Section 2.09.

          (b) Upon the terms and  subject  to the  conditions  set forth in this
Agreement,  at the Closing, a portion of the Preliminary Purchase Price equal to
the  Indemnification  Escrow  Amount shall be  deposited  by Purchaser  with the
Escrow  Agent (the  "Indemnification  Escrow")  to be held and  released  by the
Escrow Agent  pursuant to the terms and subject to the  conditions  set forth in
the Escrow Agreement as security for the indemnification  obligations of Sellers
and the Sherwin-Williams Claims Trust set forth in Article X.

     Section 2.04. Closing. Upon the terms and subject to the conditions of this
Agreement,  the sale and purchase of Shares contemplated by this Agreement shall
take place at a closing  (the  "Closing")  to be held at the  offices of White &
Case LLP, 1155 Avenue of the Americas, New York, New York, on August 29, 2003 or
on such other date (not later than  October 31, 2003) as may be specified by the
parties  hereto after the  satisfaction  or valid waiver of the  conditions  set
forth in Article VIII that are capable of being  satisfied  prior to the Closing
(the day on which  the  Closing  takes  place  being  referred  to herein as the
"Closing Date").

     Section 2.05. Closing Deliveries of Sellers.  Upon the terms and subject to
the conditions set forth in this Agreement,  at the Closing, the following shall
be delivered to Purchaser:

               (i) a  stock  certificate  evidencing  the  Shares  held  by each
Seller,  duly endorsed in blank or  accompanied by stock powers duly executed in
blank, with all required stock transfer tax stamps affixed thereto;

               (ii) a consent  and  release,  in form and  substance  reasonably
acceptable to Purchaser and Sellers' Representative,  executed by each holder of
one or more Options in connection with the cancellation thereof;

               (iii) a receipt  for the  Purchase  Price  executed  by  Sellers'
Representative;

               (iv) a counterpart,  executed by Sellers' Representative,  of the
Escrow Agreement dated as of the Closing Date;

               (v) a counterpart, executed by the Sherwin-Williams Claims Trust,
of the Assignment and Assumption Agreement dated as of the Closing Date; and

                                                                            -17-
<PAGE>

               (vi) each of the  documents  required to be  delivered by Sellers
pursuant to Section 8.03 that has not been delivered prior to the Closing.

     Section 2.06. Closing Deliveries of Gentek Holdings, Gentek U.S. and Gentek
Canada.  Upon  the  terms  and  subject  to the  conditions  set  forth  in this
Agreement, at the Closing, Gentek Holdings,  Gentek U.S. and Gentek Canada shall
deliver, or cause to be delivered, to Purchaser the following:

               (i)  counterparts,  executed by Gentek Holdings,  Gentek U.S. and
Gentek Canada, of the Escrow Agreement dated as of the Closing Date;

               (ii) a  counterpart,  executed by Gentek U.S., of the  Assignment
and Assumption Agreement dated as of the Closing Date; and

               (iii) each of the  documents  required to be  delivered by Gentek
Holdings,  Gentek U.S. or Gentek  Canada  pursuant to Section  8.03 that has not
been delivered prior to the Closing.

     Section 2.07. Closing Deliveries of Purchaser.

          (a) Upon the terms and  subject  to the  conditions  set forth in this
Agreement, at the Closing, Purchaser shall deliver, or cause to be delivered, to
Sellers' Representative, on behalf of Sellers and the holders of the Options, as
applicable, the following:

               (i) the  Preliminary  Purchase  Price,  as  adjusted  pursuant to
Section 2.08 (less the  Purchase  Price  Escrow  Amount and the  Indemnification
Escrow  Amount),  by wire transfer in  immediately  available  funds to the bank
account or accounts  designated by Sellers'  Representative  in writing not less
than two (2) business days prior to the Closing;

               (ii)  a  counterpart,   executed  by  Purchaser,  of  the  Escrow
Agreement dated as of the Closing Date; and

               (iii) each of the documents required to be delivered by Purchaser
pursuant to Section 8.02 that has not been delivered prior to the Closing.

          (b) Upon the terms and  subject  to the  conditions  set forth in this
Agreement,  at the Closing,  Purchaser shall cause all Indebtedness set forth in
Schedule II hereto to be paid in full.

     Section 2.08. Pre-Closing Purchase Price Adjustment.

          (a) On a date  specified by Sellers'  Representative,  which must be a
date not less than three (3) nor more than five (5)  business  days prior to the
Closing Date (the "Adjustment  Estimation Date"),  Sellers'  Representative,  on
behalf of  Sellers,  shall  cause  Gentek  Holdings  to prepare  and  deliver to
Sellers'  Representative  and Purchaser a statement (the  "Estimated  Adjustment
Amount Statement") setting forth a

                                                                            -18-
<PAGE>

good  faith  estimate  of  Closing  Indebtedness,  less  Cash as of the close of
business on the Closing Date ("Estimated  Closing Net Indebtedness")  determined
in accordance with the accounting  principles utilized in the preparation of the
Reference Balance Sheet.

          (b) The Preliminary Purchase Price payable by Purchaser at the Closing
pursuant to Section 2.02 shall be decreased, on a dollar for dollar basis, by an
amount equal to Estimated Closing Net Indebtedness, if any.

     Section 2.09. Post-Closing Purchase Price Adjustments.

          (a) Initial Purchase Price Adjustment.

               (i) Within ten (10)  calendar  days  following  the Closing Date,
Purchaser  shall  prepare  and deliver to  Sellers'  Representative  a statement
specifying  the amount of Working  Capital  as of the close of  business  on the
Closing Date (the "Interim Working Capital Statement"), which statement shall be
prepared in good faith, in accordance with the accounting principles utilized in
the preparation of the Reference  Balance Sheet and without giving effect to any
audit adjustments or procedures Purchaser might have or may then be implementing
to verify or test Working Capital, such as counting of Inventory.

               (ii) Sellers'  Representative,  on behalf of Sellers,  shall have
two (2)  calendar  days  following  its receipt of the Interim  Working  Capital
Statement  during which either (A) to notify Purchaser of acceptance by Sellers'
Representative,  on behalf of Sellers, of the Interim Working Capital Statement,
or (B) to notify Purchaser of any dispute by Sellers' Representative,  on behalf
of Sellers,  with respect to the Interim Working Capital Statement.  If Sellers'
Representative  shall  fail  either  to so notify  Purchaser  of  acceptance  by
Sellers'  Representative,  on behalf of Sellers,  of the Interim Working Capital
Statement   or  to  so  notify   Purchaser  of  any  such  dispute  by  Sellers'
Representative,  on behalf of Sellers,  within such two-calendar day period, the
Interim  Working  Capital  Statement  shall be deemed to have been  accepted  by
Sellers' Representative,  on behalf of Sellers. If Sellers' Representative shall
notify Purchaser within such  two-calendar day period of any dispute by Sellers'
Representative,  on behalf of  Sellers,  with  respect  to the  Interim  Working
Capital  Statement,  then no  adjustment  to the  Purchase  Price  shall be made
pursuant to this Section 2.09(a).

               (iii) In the event that the  Interim  Working  Capital  Statement
shall be  accepted  (or  shall be  deemed to have  been  accepted)  by  Sellers'
Representative, on behalf of Sellers, pursuant to Section 2.09(a)(ii), Purchaser
and Sellers' Representative, on behalf of Sellers, shall promptly deliver to the
Escrow  Agent  irrevocable  instructions  to  immediately  release  Four Million
Dollars  ($4,000,000) from the Purchase Price Escrow as follows:  (A) if Working
Capital  reflected on the Interim Working  Capital  Statement is less than Fifty
Million Dollars ($50,000,000),  Purchaser and Sellers' Representative, on behalf
of Sellers,  shall instruct the Escrow Agent to release and deliver to Purchaser
an amount  equal to such  difference,  but in no event  more  than Four  Million
Dollars ($4,000,000) and (B) to the extent that the amount

                                                                            -19-
<PAGE>

distributed  to Purchaser  pursuant to the foregoing  clause (A) of this Section
2.09(a)(iii)  is less than Four  Million  Dollars  ($4,000,000),  Purchaser  and
Sellers'  Representative,  on behalf of Sellers, shall instruct the Escrow Agent
to release and deliver to Sellers'  Representative an amount equal to the amount
by which Four  Million  Dollars  ($4,000,000)  exceeds  the amount  released  to
Purchaser pursuant to the foregoing clause (A) of this Section 2.09(a)(iii).

          (b) Final Purchase Price Adjustment.

               (i) As promptly as practicable following the Closing Date (but in
no event later than thirty  (30)  calendar  days  thereafter),  Purchaser  shall
prepare  and  deliver to  Sellers'  Representative  a  statement  (the  "Closing
Adjustment Amount Statement") setting forth (A) the amount of Working Capital as
of the close of  business  on the  Closing  Date  ("Closing  Working  Capital"),
determined  in  accordance  with  the  accounting  principles  utilized  in  the
preparation  of the  Reference  Balance  Sheet,  and (B) the  amount of  Closing
Indebtedness,  less  Cash  as of the  close  of  business  on the  Closing  Date
("Closing  Net  Indebtedness"),  if  any,  determined  in  accordance  with  the
accounting  principles  utilized in the  preparation  of the  Reference  Balance
Sheet.

               (ii) Sellers'  Representative,  on behalf of Sellers,  shall have
thirty (30) calendar days following its receipt of the Closing Adjustment Amount
Statement  during which either (A) to notify Purchaser of acceptance by Sellers'
Representative,   on  behalf  of  Sellers,  of  the  Closing  Adjustment  Amount
Statement, or (B) to notify Purchaser of any dispute by Sellers' Representative,
on behalf of  Sellers,  as to the Closing  Adjustment  Amount  Statement,  which
notice  shall set forth in  reasonable  detail  the basis for such  dispute.  If
Sellers'  Representative  shall so notify  Purchaser of  acceptance  by Sellers'
Representative, on behalf of Sellers, of the Closing Adjustment Amount Statement
within such  thirty-calendar day period, the Closing Adjustment Amount Statement
shall constitute the "Final Closing Adjustment Amount Statement" and the date of
delivery of such notice shall  constitute the "Final  Purchase Price  Adjustment
Date". If Sellers'  Representative  shall fail either so to notify  Purchaser of
acceptance  by Sellers'  Representative,  on behalf of  Sellers,  of the Closing
Adjustment  Amount  Statement  or so to notify  Purchaser of any such dispute by
Sellers'  Representative,  on behalf of Sellers, within such thirty-calendar day
period,  the Closing  Adjustment  Amount  Statement shall be deemed to have been
accepted by Sellers' Representative,  on behalf of Sellers, and shall constitute
the  "Final  Closing  Adjustment  Amount  Statement"  and the  last  day of such
thirty-calendar day period shall constitute the "Final Purchase Price Adjustment
Date". In the event that Sellers'  Representative  shall so notify  Purchaser of
any  dispute  as to the  Closing  Adjustment  Amount  Statement,  Purchaser  and
Sellers' Representative shall cooperate in good faith to resolve such dispute as
promptly as possible,  and if Purchaser and Sellers'  Representative are able to
resolve such dispute (as evidenced by a written notice  acknowledged  by each of
Purchaser  and Sellers'  Representative)  within  fifteen (15)  calendar days of
Sellers'  Representative's  delivery  of the notice of such  dispute as provided
herein (the "Resolution  Period"),  then the date of such  acknowledgement  that
such  dispute has been  resolved  shall  constitute  the "Final  Purchase  Price
Adjustment Date" and the Closing  Adjustment  Amount  Statement,  as modified in
accordance with

                                                                            -20-
<PAGE>

such resolution of such dispute,  shall constitute the "Final Closing Adjustment
Amount Statement."

               (iii) In the event that  Purchaser  and  Sellers'  Representative
shall be unable to resolve any such  dispute  described  in Section  2.09(b)(ii)
within the Resolution Period, then such dispute shall be submitted to a big four
independent  accounting firm (the "Price Adjustment  Auditor")  selected by both
parties  within ten (10)  calendar days after the  expiration of the  Resolution
Period (such submission to the Price Adjustment Auditor being referred to herein
as the "Price Adjustment Audit").  If Purchaser and Sellers'  Representative are
unable to agree on the Price  Adjustment  Auditor,  then  Purchaser and Sellers'
Representative  shall each have the right to request  the  American  Arbitration
Association  to appoint the Price  Adjustment  Auditor,  which Price  Adjustment
Auditor  shall not have had a material  relationship  with  Purchaser,  Sellers'
Representative,  Gentek  Holdings  or any of its  Subsidiaries,  OTPPB or any of
their respective  affiliates within the immediately  preceding two (2) years. In
connection   with  the  Price   Adjustment   Audit,   Purchaser   and   Sellers'
Representative  shall execute,  if requested by the Price Adjustment  Auditor, a
reasonable  engagement  letter.  All fees and  expenses  incurred  by the  Price
Adjustment  Auditor in connection with the Price Adjustment Audit shall be borne
equally by Purchaser and Sellers, in the aggregate. The Price Adjustment Auditor
shall act as an expert and not as an arbitrator  to  determine,  based solely on
presentations by Purchaser and Sellers'  Representative,  and not by independent
review,  only those issues in dispute between the parties  regarding the Closing
Adjustment Amount Statement.  The Price Adjustment Auditor's determination shall
be requested to be made within twenty (20) calendar days of its selection, shall
be set forth in a written  statement (the "Auditor's  Determination  Statement")
delivered to Purchaser and Sellers'  Representative and shall be final,  binding
and  conclusive  on  Purchaser,  Sellers'  Representative  and Sellers and shall
constitute an arbitral  award upon which a judgment may be entered by a court of
competent jurisdiction.  The Closing Adjustment Amount Statement, as modified by
the Auditor's  Determination  Statement,  shall  constitute  the "Final  Closing
Adjustment  Amount  Statement"  and  the  date  of  delivery  of  the  Auditor's
Determination  Statement shall  constitute the "Final Purchase Price  Adjustment
Date."

               (iv) The  Purchase  Price shall be subject to a final  adjustment
(the "Final Purchase Price Adjustment") following the Closing as follows:

                    (1)  In  the   event   that  (A)   Fifty   Million   Dollars
($50,000,000)  exceeds  Working  Capital,  as set  forth  in the  Final  Closing
Adjustment Amount Statement, then Sellers shall pay to Purchaser an amount equal
to such excess, if any, less any amounts  previously paid to Purchaser  pursuant
to Section  2.09(a)(iii),  and (B)  Working  Capital,  as set forth in the Final
Closing  Adjustment  Amount  Statement,   exceeds  Forty  Five  Million  Dollars
($45,000,000),  then  Purchaser  shall pay to  Sellers  an amount  equal to such
excess,  less  any  amounts  previously  paid to  Sellers  pursuant  to  Section
2.09(a)(iii);  provided,  however,  that in no event shall the aggregate  amount
released  and/or  paid to  Sellers  pursuant  to Section  2.09(a)(iii)  and this
Section 2.09(a)(iv)(1) exceed Five Million Dollars ($5,000,000).

                                                                            -21-
<PAGE>

                    (2) In the event that (A) Closing Net  Indebtedness,  as set
forth in the  Final  Closing  Adjustment  Amount  Statement,  exceeds  Estimated
Closing  Net  Indebtedness,  as set  forth in the  Estimated  Adjustment  Amount
Statement,  Sellers  shall pay to Purchaser  the amount of such  excess,  or (B)
Estimated  Closing Net  Indebtedness,  as set forth in the Estimated  Adjustment
Amount Statement,  exceeds Closing Net  Indebtedness,  as set forth in the Final
Closing  Adjustment Amount  Statement,  Purchaser shall pay to Sellers an amount
equal to such excess.

               (v) Any amounts payable by Purchaser or Sellers,  as the case may
be, pursuant to Section  2.09(b)(iv)  shall be set-off against any obligation to
make a payment  by the other  party or  parties,  if any,  pursuant  to  Section
2.09(b)(iv).  Within  five (5)  business  days  after the Final  Purchase  Price
Adjustment  Date,  Purchaser or Sellers,  as applicable,  shall pay to the other
party or parties, as the case may be, by wire transfer in immediately  available
funds to an account designated in writing by the receiving party within four (4)
business  days of the Final  Purchase  Price  Adjustment  Date,  any net  amount
payable to the receiving party pursuant to Section 2.09(b)(iv).  Any net amounts
payable by Sellers  pursuant to Section  2.09(b)(iv)  shall be paid first out of
the  funds  then  held  in the  Purchase  Price  Escrow  and  second  out of the
Indemnification Escrow. Any net amounts payable by Purchaser pursuant to Section
2.09(b)(iv) shall be paid first out of the funds then held in the Purchase Price
Escrow.  Within one (1) business day after the Final Purchase  Price  Adjustment
Date, Purchaser and Sellers' Representative, on behalf of Sellers, shall deliver
to the Escrow Agent irrevocable  instructions to release funds from the Purchase
Price  Escrow  and,  if  required  pursuant  to  this  Section  2.09(b)(v),  the
Indemnification  Escrow  to make  the  payments  contemplated  by  this  Section
2.09(b)(v).   Notwithstanding  anything  to  the  contrary  set  forth  in  this
Agreement,  Purchaser  and  Sellers'  Representative  agree that a breach of the
terms of this Section  2.09(b)(v) by one party may cause irreparable loss to the
other party and that  damages may be  impossible  to  ascertain,  and  therefore
hereby  consent  to the  granting  of  equitable  relief  by  way of  temporary,
preliminary  and  permanent   injunctive   relief,   by  a  court  of  competent
jurisdiction,  to prohibit such breach and compel  compliance  with the terms of
this Section 2.09(b)(v).

     Section 2.10. No Impact on Indemnification. Notwithstanding anything to the
contrary set forth in this Agreement, (i) the rights of Purchaser and Sellers to
indemnification  pursuant to this Agreement (and any limitations on such rights)
shall not be deemed  to limit,  supersede  or  otherwise  affect  the  rights of
Purchaser  and  Sellers to a full  purchase  price  adjustment  pursuant to this
Article II, and (ii) no claim for  indemnification  may be made with  respect to
any  Liabilities  if and to the  extent  the  amounts  of such  Liabilities  are
reflected in the Final Closing Adjustment Amount Statement.

     Section 2.11.  Cash-True-Up  Payment.  On the third (3rd)  business day (or
later if  specified  by the  Sellers'  Representative)  following  the  Closing,
Purchaser  shall pay to Sellers'  Representative  by wire transfer to an account
designated by it the Cash-True-Up Amount.

                                                                            -22-
<PAGE>

                                  ARTICLE III.

                   REPRESENTATIONS AND WARRANTIES OF SELLERS,
             GENTEK HOLDINGS, GENTEK U.S., GENTEK CANADA, SELLERS'
              REPRESENTATIVE AND THE SHERWIN-WILLIAMS CLAIMS TRUST

     As an inducement to Purchaser to enter into this Agreement, (i) each of the
Sellers severally,  and not jointly,  (ii) each of Gentek Holdings,  Gentek U.S.
and Gentek Canada (except with respect to Section 3.05 and Section 3.06) jointly
and  severally,  (iii) Sellers'  Representative  (except with respect to Section
3.04, Section 3.05 and Section 3.06), and (iv) the Sherwin-Williams Claims Trust
(only with respect to Section  3.01(c) and Section 3.06),  hereby  represent and
warrant to Purchaser that, except as set forth in the Disclosure Schedule:

     Section 3.01. Authority.

          (a) If such Person is not an individual, such Person has all necessary
corporate  or other power and  authority,  and if such Person is an  individual,
such Person has full legal  capacity,  to execute and deliver this Agreement and
the other  documents to be executed and delivered by such Person as contemplated
hereby  and  thereby,  to carry  out such  Person's  obligations  hereunder  and
thereunder,  and to consummate the transactions contemplated hereby and thereby,
including the sale, assignment, transfer, conveyance and delivery of the Shares.
If  such  Person  is not an  individual,  the  execution  and  delivery  of this
Agreement and the other documents to be executed and delivered by such Person as
contemplated  hereby,  and  the  performance  by  such  Person  of  all  of  its
obligations hereunder and thereunder,  have been duly authorized and approved by
all requisite corporate or other action, as applicable,  and no other corporate,
limited liability or other action, as the case may be, is necessary to authorize
the  execution,  delivery  and  performance  of this  Agreement  and such  other
documents by such Person and the consummation of the  transactions  contemplated
hereby and thereby.  This  Agreement has been, and as of the Closing each of the
other  documents  to be executed and  delivered  by such Person as  contemplated
hereby will have been, duly executed and delivered by such Person, and (assuming
due  authorization,  execution  and delivery by  Purchaser  and each other party
hereto or thereto) this Agreement constitutes, and such other documents to which
such Person is a party will  constitute  as of the Closing,  a legal,  valid and
binding obligation of such Person, enforceable against such Person in accordance
with its respective terms, except to the extent that their enforceability may be
subject to  applicable  bankruptcy,  insolvency,  reorganization,  moratorium or
similar law  affecting  the  enforcement  of creditors  rights  generally and to
general equitable principles.

          (b) Each Genstar Stockholder has appointed Sellers'  Representative as
its true and lawful attorney-in-fact with respect to the Shares. With respect to
each Genstar Stockholder,  the power of attorney held by Sellers' Representative
remains in full force and effect, is valid and binding and has not been revoked,
repudiated or terminated.

                                                                            -23-
<PAGE>

          (c) The trust  agreement  and/or  other  organizational  instrument(s)
establishing  and  governing  the  Sherwin-Williams   Claims  Trust  contain  no
restrictions  prohibiting  the  Sherwin-William  Claims Trust from entering into
this  Agreement  or the other  documents  to be executed  and  delivered  by the
Sherwin-Williams  Claims Trust as contemplated  hereby or from  consummating the
transactions  contemplated hereby or thereby. The Sherwin-Williams  Claims Trust
has all requisite power and authority to enter into this Agreement and the other
documents to be executed and delivered by the  Sherwin-Williams  Claims Trust as
contemplated  hereby and to take any and all actions necessary to consummate the
transactions contemplated hereby and thereby.

     Section  3.02.  No  Conflict.  Assuming  compliance  with the  notification
requirements of the HSR Act, the  Competition Act and the Investment  Canada Act
and the making and obtaining of all filings, notifications, consents, approvals,
authorizations  and other actions  referred to in Section 3.03,  the  execution,
delivery  and  performance  of this  Agreement  and the  other  documents  to be
executed  and  delivered  by  such  Person  as  contemplated   hereby,  and  the
consummation by such Person of the transactions contemplated hereby and thereby,
does not and will not (i) if such Person is not an individual, violate, conflict
with or result in the  breach of any  provision  of the  charter  or bylaws  (or
similar organizational  documents) of such Person, (ii) conflict with or violate
any Law or  Governmental  Order  applicable to such Person or the Shares held by
such Person or (iii)  conflict in any material  respect  with,  or result in any
breach of,  constitute  a default  (or event  which with the giving of notice or
lapse of time,  or both,  would  become a default)  under,  require  any consent
under,  or give to others any rights of  termination,  amendment,  acceleration,
suspension,  revocation  or  cancellation  of, or result in the  creation of any
Encumbrance  on any of the Shares or other assets or  properties  of such Person
pursuant  to, any note,  bond,  mortgage,  deed of trust,  indenture,  contract,
agreement, lease, sublease, offer to lease, agreement to lease, license, permit,
franchise or other  instrument or arrangement to which such Person is a party or
by which any of such Shares or other assets or  properties is bound or affected,
in any such case which would  reasonably be expected to have a material  adverse
effect on the ability of such Person to consummate the transactions contemplated
by this  Agreement  and the other  documents  to be executed  and  delivered  as
contemplated hereby.

     Section 3.03. Governmental Consents and Approvals. The execution,  delivery
and  performance  of this  Agreement and the other  documents to be executed and
delivered  by such Person as  contemplated  hereby does not and will not require
any consent, approval,  authorization or other order of, action by, filing with,
or  notification  to,  any  Governmental  Authority,  except  for (i)  the  ISRA
Approvals and (ii) the notification requirements of the HSR Act, the Competition
Act and the Investment Canada Act.

     Section 3.04.  Brokers.  Except for TD Securities,  Inc. and/or one or more
affiliates  thereof,  no broker,  finder or investment banker is entitled to any
brokerage,   finder's  or  other  fee  or  commission  in  connection  with  the
transactions   contemplated   by  this  Agreement   based  upon  any  agreement,
arrangement or understanding made by or

                                                                            -24-
<PAGE>

on behalf of such  Person.  Gentek  Holdings  shall be  solely  responsible  for
payment of the fees and expenses of TD Securities, Inc.

     Section  3.05.  Ownership  of the Shares and  Options.  Such  Seller is the
lawful owner, beneficially and of record, of all of the Shares of such class and
number as is set forth  opposite such  Seller's name on Schedule I hereto,  free
and clear of all  Encumbrances.  Such Seller  holds  Options for the purchase of
such class and number of Option  Shares as is set forth  opposite  such Seller's
name on Schedule I hereto,  which Options are beneficially owned by such Seller,
free and clear of all Encumbrances. The delivery to Purchaser of the Shares held
by such Seller  pursuant to this  Agreement  will transfer to Purchaser good and
valid title to all such Shares, free and clear of all Encumbrances.

     Section 3.06. Litigation.  No claim, action, proceeding or investigation is
pending  against such Seller or the  Sherwin-Williams  Claims Trust, as the case
may be,  or, to the  knowledge  of such  Seller or the  Sherwin-Williams  Claims
Trust,   as  the  case  may  be,   threatened   against   such   Seller  or  the
Sherwin-Williams  Claims  Trust,  as the  case may be,  which  seeks to delay or
prevent the consummation of, or which could reasonably be expected to materially
adversely  affect the  ability  of such  Seller or the  Sherwin-Williams  Claims
Trust, as the case may be, to consummate,  the transactions contemplated by this
Agreement.

                                  ARTICLE IV.

                  ADDITIONAL REPRESENTATIONS AND WARRANTIES OF
                 GENTEK HOLDINGS, GENTEK U.S. AND GENTEK CANADA

     As an inducement to Purchaser to enter into this Agreement,  each of Gentek
Holdings,  Gentek U.S. and Gentek Canada hereby jointly and severally  represent
and warrant to Purchaser that, except as set forth in the Disclosure Schedule:

     Section 4.01.  Organization and  Qualification  of Gentek Holdings,  Gentek
U.S. and Gentek Canada. Each of Gentek Holdings and Gentek U.S. is a corporation
duly  organized,  validly  existing and in good  standing  under the laws of the
State of Delaware.  Gentek Canada is a corporation duly incorporated and validly
existing  under the laws of the  Province  of  Ontario,  Canada.  Each of Gentek
Holdings,  Gentek U.S. and Gentek Canada (i) has all necessary  corporate  power
and  authority  to own its property and to carry on its Business as conducted on
the  date  hereof  and as of the  Closing  Date  and  (ii) is duly  licensed  or
qualified to conduct its Business and is in good  standing in each  jurisdiction
in which the  properties  owned or leased by it or the operation of its Business
makes such licensing or qualification  necessary,  except to the extent that the
failure to be so licensed or qualified does not have a Material Adverse Effect.

                                                                            -25-
<PAGE>

     Section  4.02.  Capital  Stock of Gentek  Holdings,  Gentek U.S. and Gentek
Canada.

          (a) The  authorized  capital  stock of  Gentek  Holdings  consists  of
2,000,000 shares of Class A common stock, par value $.01 per share (the "Class A
Common  Stock"),  2,000,000  shares of Class B common stock,  par value $.01 per
share (the "Class B Common  Stock"),  1,000,000  shares of Class C common stock,
par value $.01 per share (the "Class C Common Stock"),  and 1,000,000  shares of
Class D common  stock,  par value $.01 per share (the  "Class D Common  Stock").
There is no other  capital  stock of Gentek  Holdings  authorized  for issuance.
There are 983,721  shares of Class A Common Stock and 400,000  shares of Class C
Common Stock issued and outstanding,  all of which outstanding  shares have been
duly authorized and validly issued, are fully paid and nonassessable and are not
subject to, nor were they issued in violation of, any preemptive rights.  Except
as set forth in this Section  4.02(a),  there are no shares of capital stock of,
or other equity or voting  interest in, Gentek Holdings  issued,  outstanding or
reserved  for  issuance.  Except as set forth in  Section  3.05 and  Schedule  I
hereto, there are no outstanding or authorized options, warrants, convertible or
exchangeable securities, stock appreciation rights, subscriptions, phantom stock
rights, profit participation rights, or other rights,  agreements,  obligations,
arrangements  or commitments of any character  relating to the capital stock of,
or other equity or voting  interest in,  Gentek  Holdings or  obligating  Gentek
Holdings to issue,  deliver or sell,  or cause to be issued,  delivered or sold,
any shares of capital stock of, or any other interest in, Gentek  Holdings other
than pursuant to this Agreement. Gentek Holdings does not have any authorized or
outstanding bonds, debentures,  notes or other Indebtedness the holders of which
have the right to vote (or convertible into, exchangeable for, or evidencing the
right to subscribe for or acquire  securities having the right to vote) with the
stockholders on any matter.

          (b) The  authorized  capital  stock of Gentek  U.S.  consists of 1,000
shares of common stock, par value $.01 per share. There are 100 shares of common
stock of Gentek  U.S.  issued and  outstanding,  all of which (i) have been duly
authorized  and validly  issued,  are fully paid and  nonassessable  and are not
subject to, nor were they issued in violation  of, any  preemptive  rights,  and
(ii) are owned of record and beneficially  solely by Gentek  Holdings,  free and
clear of all  Encumbrances.  There are no  outstanding  or  authorized  options,
warrants,  convertible or exchangeable  securities,  stock appreciation  rights,
subscriptions,  phantom  stock rights,  profit  participation  rights,  or other
rights,  agreements,  obligations,  arrangements or commitments of any character
relating to the capital stock of Gentek U.S. or obligating such Person to issue,
deliver or sell, or cause to be issued, delivered or sold, any shares of capital
stock of, or other equity or voting  interest in,  Gentek U.S.  Gentek U.S. does
not  have  any  authorized  or  outstanding  bonds,  debentures,  notes or other
Indebtedness  the holders of which have the right to vote (or convertible  into,
exchangeable for, or evidencing the right to subscribe for or acquire securities
having the right to vote) with the stockholders on any matter.

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<PAGE>

          (c) The authorized  capital of Gentek Canada  consists of an unlimited
number of common shares. There are 100 common shares issued and outstanding, all
of which (i) have been duly  authorized and validly  issued,  are fully paid and
nonassessable  and are not subject to, nor were they issued in violation of, any
preemptive  rights,  and (ii) are owned of  record  and  beneficially  solely by
Gentek U.S.,  free and clear of all  Encumbrances.  There are no  outstanding or
authorized  options,  warrants,  convertible or exchangeable  securities,  stock
appreciation rights,  subscriptions,  phantom stock rights, profit participation
rights, or other rights, agreements, obligations, arrangements or commitments of
any character  relating to the capital stock of Gentek Canada or obligating such
Person to issue, deliver or sell, or cause to be issued,  delivered or sold, any
shares of  capital  stock of, or other  equity  or voting  interest  in,  Gentek
Canada.  Gentek  Canada  does not  have any  authorized  or  outstanding  bonds,
debentures,  notes or other  Indebtedness the holders of which have the right to
vote  (or  convertible  into,  exchangeable  for,  or  evidencing  the  right to
subscribe  for or  acquire  securities  having  the  right  to  vote)  with  the
stockholders on any matter.

          (d) Gentek  Holdings  has no  Subsidiaries  other than Gentek U.S. and
Gentek Canada,  and none of Gentek Holdings or any of its  Subsidiaries  has any
material  investments  in any Person that is organized and primarily  carries on
its business in the United  States or Canada,  or any  investments  in any other
Person.

          (e) The delivery to Purchaser of the Shares pursuant to this Agreement
will  transfer  to  Purchaser  good and  valid  title to all of the  outstanding
capital stock of Gentek Holdings, free and clear of all Encumbrances.

     Section  4.03.  Financial  Information.  Section  4.03  of  the  Disclosure
Schedule contains copies of (i) the audited consolidated balance sheet of Gentek
Holdings and its Subsidiaries for the fiscal year ended as of December 31, 2002,
and  the  related   consolidated   statements  of  income,   retained  earnings,
shareholders'  equity and cash flows of Gentek  Holdings  and its  Subsidiaries,
together  with all  related  notes  and  schedules  thereto  (collectively,  the
"Financial  Statements"),  and (ii) the unaudited  consolidated balance sheet of
Gentek  Holdings  and its  Subsidiaries  as of June 30,  2003,  and the  related
consolidated statements of income,  retained earnings,  shareholders' equity and
cash flows of Gentek Holdings and its Subsidiaries  (collectively,  the "Interim
Financial Statements"). The Financial Statements (i) were prepared in accordance
with the books of account and other financial records of Gentek Holdings and its
Subsidiaries,  (ii)  present  fairly in all material  respects the  consolidated
financial  condition  and  results  of  operations  of Gentek  Holdings  and its
Subsidiaries  as of the dates thereof or for the periods  covered  thereby,  and
(iii) have been prepared in accordance  with U.S. GAAP applied  consistently  in
accordance with the past practices of Gentek Holdings and its Subsidiaries.  The
Interim  Financial  Statements (i) were prepared in accordance with the books of
account and other  financial  records of Gentek  Holdings and its  Subsidiaries,
(ii)  present  fairly  in  all  material  respects  the  consolidated  financial
condition and results of operations of Gentek  Holdings and its  Subsidiaries as
of the dates  thereof or for the periods  covered  thereby,  and (iii) have been
prepared in  accordance  with U.S. GAAP (except for the absence of notes thereto
and subject to

                                                                            -27-
<PAGE>

normal  and  recurring  year-end  audit  adjustments)  applied  consistently  in
accordance with the past practices of Gentek Holdings and its Subsidiaries.

     Section  4.04.  No  Undisclosed   Liabilities.   Gentek  Holdings  and  its
Subsidiaries have no material  Liabilities other than Liabilities (i) in respect
of  the  Steel  Peel  Claims,   (ii)  comprising   Sherwin-Williams   Litigation
Liabilities,  (iii)  adequately  reflected or reserved  against on the Reference
Balance Sheet,  the Financial  Statements or the Interim  Financial  Statements,
(iv)  arising  out of one or more  of the  types  of  matters  addressed  in the
representations,  warranties, covenants or agreements made in this Agreement and
(A) not required to be disclosed in the Disclosure  Schedule by the terms of any
such  representation or warranty or (B) permitted to exist or be incurred by the
terms of any such  covenant  or  agreement,  as the case may be, (v)  covered by
insurance,  indemnification,  contribution or comparable arrangements,  (vi) for
Indebtedness  that as of the Closing will comprise Closing  Indebtedness,  (vii)
for payables  and other  accrued  Liabilities  that will be reflected in Working
Capital as of the Closing,  (viii) for Taxes incurred or accrued in the ordinary
course of business  since the Reference  Balance  Sheet Date,  and (ix) incurred
since the  Reference  Balance  Sheet  Date in the  ordinary  course of  business
consistent with the past practices of Gentek Holdings and its  Subsidiaries  and
that do not have a Material Adverse Effect.

     Section 4.05.  Receivables.  Except to the extent,  if any, reserved for on
the Reference Balance Sheet, all Receivables  reflected on the Reference Balance
Sheet  relating  to the sale of  Inventory  or  services  arose  from,  and such
Receivables  existing on the Closing  Date will have  arisen  from,  the sale of
Inventory  or  services to Persons not  affiliated  with Gentek  Holdings or its
Subsidiaries  and in the ordinary  course of business  consistent  with the past
practices of Gentek Holdings and its Subsidiaries.

     Section  4.06.  Inventories.  Subject to amounts  reserved  therefor on the
Reference  Balance Sheet (i) the values at which all  Inventories are carried on
the Reference Balance Sheet reflect the historical inventory valuation policy of
Gentek Holdings and its Subsidiaries of stating such Inventories at the lower of
cost (determined on the lower of average cost method) or market value,  (ii) the
Inventories are in good and merchantable condition in all material respects, are
suitable and usable for the purposes for which they are intended and are salable
in the ordinary course of business  consistent with the past practices of Gentek
Holdings and its  Subsidiaries,  (iii) the Inventories were acquired or produced
in the  ordinary  course of business  and (iv) none of the  Inventory is held on
consignment from others.

     Section 4.07.  Conduct in the Ordinary Course;  Absence of Material Adverse
Effect.  Since the Reference Balance Sheet Date, the Business has been conducted
in the ordinary course and consistent with the past practices of Gentek Holdings
and its Subsidiaries  (other than with respect to the transactions  contemplated
hereby) and no Material  Adverse  Effect has  occurred or arisen.  In  addition,
since the Reference  Balance Sheet Date,  neither Gentek Holdings nor any of its
Subsidiaries has:

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<PAGE>

          (a) sold,  transferred,  leased, licensed or otherwise disposed of any
assets  or  properties  having a value,  in any  individual  case,  in excess of
$100,000,  except for (i) sales of Inventory in the ordinary course of business,
(ii) leases  entered into or terminated  in the ordinary  course of business and
(iii) transactions among Gentek Holdings and its Subsidiaries;

          (b) paid, discharged, settled or satisfied any Liabilities, other than
payments,  discharges or  satisfactions  in the ordinary  course of business and
consistent with the past practices of Gentek Holdings and its Subsidiaries;

          (c) canceled or waived any claims or rights of substantial value;

          (d) made any material change in any method of accounting or accounting
practices, other than changes required by U.S. GAAP;

          (e) (i) made any tax election or settled  and/or  compromised  any tax
liability;  (ii) prepared any Tax Returns in a manner which is inconsistent with
the past practices of Gentek Holdings and its Subsidiaries,  as the case may be,
with respect to the treatment of items on such Tax Returns;  (iii)  incurred any
liability for Taxes other than in the ordinary course of business; or (iv) filed
an amended Tax Return or a claim for refund of Taxes;

          (f) increased the compensation payable (including, but not limited to,
wages, salaries,  bonuses or any other remuneration) or to become payable to any
officer or employee being paid an annual base salary of $100,000 or more, or any
director  of Gentek  Holdings  or any of its  Subsidiaries,  except for (i) such
increases  that were required in accordance  with the terms of any Employee Plan
set forth in the  Disclosure  Schedule,  or (ii)  salary  increases  made in the
ordinary  course of business and  consistent  with the past  practices of Gentek
Holdings and its Subsidiaries;

          (g) made any bonus, profit sharing,  pension,  retirement or insurance
payment,  distribution or arrangement to or with any officer,  employee or agent
being paid an annual base salary of  $100,000  or more,  or any  director of the
Gentek  Holdings or any of its  Subsidiaries,  except for (i) payments that were
accrued on the Reference Balance Sheet or (ii) were required by the terms of any
Employee Plan set forth in the Disclosure Schedule;

          (h)  acquired  any  business  or Person,  by merger or  consolidation,
purchase of substantial assets or equity interests, or by any other manner, in a
single transaction or a series of related transactions; or

          (i) entered into any contract,  agreement or letter of intent (whether
or not binding)  with respect to, or otherwise  committed or agreed,  whether or
not in writing,  to do any of the foregoing matters set forth in Section 4.07(a)
through Section 4.07(h), inclusive.

     Section  4.08.   Litigation.   Other  than  the  Pending   Sherwin-Williams
Litigation,  there are no Actions by or against  Gentek  Holdings  or any of its
Subsidiaries, or

                                                                            -29-
<PAGE>

affecting any of the Assets of the Business, pending before, or to the knowledge
of Gentek  Holdings or any of its  Subsidiaries,  threatened to be brought by or
before,  any  Governmental  Authority that have a Material  Adverse  Effect.  No
claim,  action,  proceeding or  investigation is pending or, to the knowledge of
Gentek Holdings or any of its Subsidiaries,  threatened, which seeks to delay or
prevent the consummation of, or which could reasonably be expected to materially
adversely  affect,  the ability of Gentek Holdings or any of its Subsidiaries to
consummate  the  transactions  contemplated  by this  Agreement.  Neither Gentek
Holdings  nor any of its  Subsidiaries,  nor any of their  respective  assets or
properties,  is subject to any Governmental Order, nor, to the knowledge of such
Person,  are there any  Governmental  Orders  threatened  to be  imposed  by any
Governmental Authority that have a Material Adverse Effect.

     Section  4.09.  Compliance  with  Laws.  Gentek  Holdings  and  each of its
Subsidiaries  have  conducted and continue to conduct the Business in accordance
with,  and have  otherwise  complied and are in  compliance  with,  all Laws and
Governmental Orders applicable to Gentek Holdings and such Subsidiaries,  as the
case may be, or the Assets or the  Business,  except as does not have a Material
Adverse Effect,  and neither Gentek Holdings nor any of its  Subsidiaries are in
violation  of any  such Law or  Governmental  Order,  except  as does not have a
Material Adverse Effect.

     Section 4.10. Environmental Matters. Except as set forth on Section 4.10 of
the Disclosure Schedule,  Gentek Holdings and its Subsidiaries have obtained all
Environmental  Permits and are in compliance  in all material  respects with the
requirements of such Environmental Permits and with all applicable Environmental
Laws.  There are no material past,  pending or, to the knowledge of such Person,
threatened   Environmental   Claims  against  Gentek  Holdings  or  any  of  its
Subsidiaries  or any of the  Assets  that are  reasonably  likely to result in a
material  liability to Gentek Holdings or its Subsidiaries.  There are no facts,
circumstances  or  conditions  relating  to the  past  or  present  business  or
operations of Gentek  Holdings or any of its  Subsidiaries  or any of the Assets
(including the disposal of any wastes,  hazardous substances or other materials,
the existence of any contractual obligations, or any other matters in respect of
the  past  or  present  business  or  operations  of  Gentek  Holdings  and  its
Subsidiaries or any of their  predecessors) that would reasonably be expected to
give rise to any  Liability  that has a Material  Adverse  Effect.  All material
environmental  audits and reports  relevant to the Owned Real  Property  and the
Leased  Real  Property  in  the  possession  of  Gentek  Holdings  or any of its
Subsidiaries have been made available to Purchaser.

     Section 4.11. Material Contracts.

          (a) Section 4.11 of the Disclosure  Schedule sets forth a complete and
accurate list of each contract and agreement (each contract and agreement listed
in  Section  4.11 of the  Disclosure  Schedule  being  referred  to  herein as a
"Material Contract" and, collectively, the "Material Contracts") to which Gentek
Holdings or any of its Subsidiaries is a party or by which any of them is bound,
whether or not made in the ordinary course of business, that:

                                                                            -30-
<PAGE>

               (i) contain restrictions with respect to the payment of dividends
or any other  distribution  in  respect  of the  capital  stock or other  equity
interests of such Person;

               (ii)  relate  to  capital  expenditures  or  other  purchases  of
material,  supplies,  equipment  or other  assets  or  properties  in  excess of
$250,000 individually or $1,000,000 in the aggregate;

               (iii) relate to a loan (other than accounts receivable from trade
debtors in the ordinary  course of business) to, or  investment  in, any Person;

               (iv) relate to Indebtedness;

               (v) grant or evidence an  Encumbrance on any properties or assets
of such Person, other than a Permitted Encumbrance;

               (vi) relate to any management,  consulting or financial  advisory
services, or any other similar service, and any contracts with any investment or
commercial bank;

               (vii)  limits the ability of such Person to engage in any line of
business or to compete with any other  Person,  other than pursuant to customary
commercial arrangements with suppliers,  distributors, vendors and other similar
partners entered into in the ordinary course of business and which do not have a
Material Adverse Effect;

               (viii) is with any Seller or any other  affiliate  of such Person
(other than this Agreement and any agreement or instrument entered into pursuant
to this  Agreement) or any current officer or director of Gentek Holdings or any
of its Subsidiaries or any of their respective affiliates;

               (ix) provides for the future disposition or acquisition of assets
or  properties  (other  than  (A) in the  ordinary  course  of  business  to any
customers of Gentek Holdings or any of its Subsidiaries,  or (B) as contemplated
by clause (ii) above) with a value in excess of $100,000 in any individual case,
or any  merger,  consolidation  or  similar  business  combination  transaction,
whether or not enforceable (including letters of intent);

               (x)  provides  for the sale or other supply of products by Gentek
Holdings or any of its Subsidiaries to any of the twenty (20) largest  customers
of Gentek  Holdings and its  Subsidiaries  during the fiscal year ended December
31, 2002;

               (xi)  provides  for any  joint  venture,  partnership,  strategic
alliance,  shareholders' agreement,  co-marketing,  co-promotion,  co-packaging,
joint development or similar arrangement;

                                                                            -31-
<PAGE>

               (xii) was entered into on or after June 30, 2003 and provides for
the resolution or settlement of any actual or threatened Action or other dispute
involving an amount in controversy that is equal to or greater than $50,000;

               (xiii) includes a standstill or other similar arrangement; or

               (xiv) involve the lease or sublease of personal property to which
such  Person is a party (as  lessee or  lessor)  with a base  rental  payment in
excess of $100,000 annually or $300,000 over the life of such lease or sublease,
as the case may be.

          (b) Each  Material  Contract  is in full  force and  effect  and there
exists no material  default or event of material  default by Gentek  Holdings or
any of its  Subsidiaries  or, to the knowledge of Gentek  Holdings or any of its
Subsidiaries,  any other party to any such Material Contract with respect to any
material term or provision thereof.

     Section  4.12.  Intellectual  Property.  Section  4.12  of  the  Disclosure
Schedule  contains  a  complete  and  accurate  list  of  each  current  item of
Registered  IP Rights and each and every  license  or  agreement,  which  grants
rights under Owned Intellectual  Property,  or Licensed  Intellectual  Property.
Sellers'  Representative  has, or has caused to be, made  available to Purchaser
copies of all material  licenses or material  sublicenses  relating to the Owned
Intellectual  Property or  Licensed  Intellectual  Property.  Each item of Owned
Intellectual  Property  is owned  free and  clear  of all  Encumbrances,  except
Permitted Encumbrances, and each item of Licensed Intellectual Property licensed
to Gentek  Holdings or any of its  Subsidiaries  is licensed  under a subsisting
license  or  sublicense  which  is to  knowledge  of  Gentek  Holdings  and  its
Subsidiaries  valid and in full force and effect and  enforceable  in accordance
with its terms and the  transactions  contemplated  by this  Agreement  will not
breach or  violate  the terms  thereof.  None of Gentek  Holdings  or any of its
Subsidiaries  is in  material  breach or  default of any  license or  sublicense
listed in Section 4.12 of the  Disclosure  Schedule.  To the knowledge of Gentek
Holdings  and its  Subsidiaries,  except  as set  forth on  Section  4.12 of the
Disclosure Schedule,  the Owned Intellectual  Property and Licensed Intellectual
Property  include all IP Rights used and  material to Gentek  Holdings or any of
its Subsidiaries to conduct their  respective  Businesses as and where conducted
on the Closing Date and as contemplated to be conducted in the near term. To the
knowledge  of  Gentek  Holdings  and  its  Subsidiaries,  none  of the  business
operations of Gentek  Holdings or any of its  Subsidiaries  (including,  without
limitation,  the  manufacturing,  marketing  licensing,  sale or distribution of
products and the general  conduct and  operation of their  businesses)  violate,
infringe  or  misappropriate  any IP  Rights of any  Person.  Each item of Owned
Intellectual  Property listed on Section 4.12 of the Disclosure Schedule,  shown
as registered,  filed, issued or applied for, has been duly filed in, registered
in, issued by or applied for with, the official  governmental  registrars and/or
issuers (or officially recognized issuers) of patents, trademarks, copyrights or
Internet domain names (as applicable), in the various jurisdictions indicated on
such item, and except as set forth on Section 4.12 of the  Disclosure  Schedule,
each such  registration,  filing,  issuance and/or  application (i) has not been
abandoned or canceled,

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<PAGE>

(ii) has been  maintained  effective  by all  requisite  filings,  renewals  and
payments, and (iii) to the knowledge of Gentek and its Subsidiaries,  remains in
full force and  effect as of the  Closing  Date.  Except as set forth in Section
4.12  of  the  Disclosure  Schedule,  none  of  Gentek  Holdings  or  any of its
Subsidiaries  has (1) received any notice of any claim,  or a written  threat of
any claim,  from any third party  within the past two years,  and no third party
claims are pending,  alleging an infringement,  violation or misappropriation of
any intellectual  property  rights,  and (2) nor have any of them made any claim
against any third party of a violation,  or  misappropriation or infringement of
Owned Intellectual Property which claim is pending.  Gentek Holdings and each of
its Subsidiaries has internal policies and taken steps reasonably  sufficient to
protect and preserve  the  confidentiality  of those Trade  Secrets it wishes to
maintain as confidential.

     Section 4.13. Real Property.

          (a) Section  4.13(a) of the  Disclosure  Schedule  lists and notes the
address,  including  the name of the record or  registered  title  owner of each
parcel of Real  Property and the address and landlord and tenant for each Leased
Real Property.  Gentek Holdings or its Subsidiaries are the legal and beneficial
owners of and have good and valid title in fee simple to the Owned Real Property
and Gentek Holdings or its Subsidiaries have valid leasehold  interests that are
in full force and effect in the Leased Real Property.  Each parcel of Owned Real
Property  is owned  free and clear of all  Encumbrances  (other  than  Permitted
Encumbrances)  and each parcel of Leased Real  Property is leased  under a valid
and subsisting lease, sublease,  offer to lease or agreement to lease. Purchaser
has been provided or afforded  access to copies of each Real  Property  Document
and all written  amendments  thereto  relating to the Real  Property.  Each Real
Property  Document  relating  to the Leased  Real  Property is in full force and
effect,  and none of Gentek  Holdings  or any of its  Subsidiaries  or any other
party  thereto is in default in any  material  respect  under any Real  Property
Document.

          (b) There is no pending or, to the knowledge of Gentek Holdings or any
of  its  Subsidiaries,   threatened  condemnation,  eminent  domain  or  similar
proceeding with respect to, any Real Property.

     Section 4.14.  Assets.  Gentek Holdings and each of its Subsidiaries  owns,
leases or has the  exclusive  legal right to use all of the material  properties
and  assets  (other  than IP  Rights)  used in their  respective  conduct of the
Business and, with respect to contract rights, are, as the case may be, party to
and enjoy the right to the benefits of all material  contracts,  agreements  and
other  arrangements  used in or  relating  to their  respective  conduct  of the
Business (all such properties, assets and rights being referred to herein as the
"Assets").  Gentek Holdings and its Subsidiaries  have good and marketable title
to,  or,  in the case of  leased  or  subleased  Assets,  valid  and  subsisting
leasehold  interests in, all of the Assets,  free and clear of all Encumbrances,
except Permitted Encumbrances.

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<PAGE>

     Section 4.15. Employee Benefit Matters.

          (a) Section 4.15(a) of the Disclosure Schedule contains a complete and
accurate list of all "employee  benefit plans" within the meaning of ss. 3(3) of
ERISA,   all  bonus,   stock  option,   stock  purchase,   incentive,   deferred
compensation,  supplemental  retirement,  severance and other  employee  benefit
plans,  programs and arrangements,  and all employment agreements (except to the
extent an employment  agreement  provides for "at-will"  employment and does not
provide for  severance  payments),  in each case for the benefit of, or relating
to, current  employees  and/or former employees of Gentek Holdings or any of its
Subsidiaries  and any such plans,  programs and  arrangements  of any person (as
defined in ss. 3(9) of ERISA) which together with Gentek  Holdings or any of its
Subsidiaries would be deemed to be a "single employer" within the meaning of ss.
414 of the Code (any such  Person,  an "ERISA  Affiliate"),  but  excluding  any
Canadian  Employee Plan as defined in Section 4.15(n)  (collectively,  the "U.S.
Employee Plans"). All U.S. Employee Plans are in compliance in all respects with
the  requirements  prescribed by applicable Law currently in effect with respect
thereto, and Gentek Holdings and its Subsidiaries have performed all obligations
required to be  performed  by any of them  under,  and are not in any respect in
default under or in violation of, any of the U.S.  Employee Plans, in each case,
except as would not  reasonably  be expected to result in material  liability to
Gentek Holdings or any of its Subsidiaries.  Each U.S. Employee Plan intended to
be  qualified  under ss.  401(a) of the Code and each trust  intended to qualify
under ss. 501(a) of the Code has either  applied for, prior to the expiration of
the   requisite   period   under   applicable   Treasury   Regulations   or  IRS
pronouncements,  or obtained a  favorable  determination  notification  advisory
and/or opinion letter, as applicable, as to its qualified status from the IRS or
still has a remaining  period of time under applicable  Treasury  Regulations or
IRS  pronouncements in which to apply for such letter and to make any amendments
necessary  to  obtain a  favorable  determination.  To the  knowledge  of Gentek
Holdings and its  Subsidiaries,  nothing has occurred since the date of the most
recent  determination  that could  reasonably be expected to cause any such U.S.
Employee  Plan or trust to fail to  qualify  under  ss.  401(a) or 501(a) of the
Code.  Purchaser has been provided or afforded  access to copies of (i) all U.S.
Employee Plans and, where applicable, summary plan descriptions and summaries of
material  modifications with respect to the U.S. Employee Plans, (ii) the annual
report on IRS Form 5500-Series,  including any attachments thereto, for the 2000
and 2001 plan years,  and (iii) all minutes  with respect to the meetings of the
benefit committees of the U.S. Employee Plans since January 1, 2000.

          (b) No complete or partial termination of any U.S. Employee Plan which
is subject to Title IV of ERISA has  occurred or is  expected to occur,  and, to
the knowledge of Gentek Holdings and its Subsidiaries,  no proceedings have been
instituted  and no  condition  exists  and no  event  has  occurred  that  could
constitute  grounds under Title IV of ERISA to terminate or appoint a trustee to
administer any U.S.  Employee Plan. No U.S.  Employee Plan subject to ss. 412 or
418B of the Code or ss.  302 of  ERISA  has  incurred  any  accumulated  funding
deficiency  within  the  meaning  of ss.  412 or 418B of the Code or ss.  302 of
ERISA,  respectively,  or has applied for or obtained a waiver from the Internal
Revenue Service of any minimum funding requirement or an

                                                                            -34-
<PAGE>

extension of any amortization period under ss. 412 of the Code or ss. 303 or 304
of ERISA.  Except for  payments  of premiums  to the  Pension  Benefit  Guaranty
Corporation (the "PBGC"), which have been paid in full, none of Gentek Holdings,
any of its Subsidiaries or any ERISA Affiliate has incurred any liability in the
past six years  (including any indirect,  contingent or secondary  liability) to
the PBGC in connection with any U.S. Employee Plan covering any active,  retired
or former employees or directors of Gentek Holdings or any of its  Subsidiaries,
including,  without limitation, any liability under ss. 4069 or 4212(c) of ERISA
or any penalty  imposed  under ss. 4071 of ERISA,  or ceased  operations  at any
facility or withdrawn  from any such U.S.  Employee Plan in a manner which could
subject it to liability  under ss. 4062,  4063 or 4064 of ERISA, or knows of any
facts or circumstances  that might give rise to any material liability of Gentek
Holdings, any of its Subsidiaries or any ERISA Affiliate to the PBGC under Title
IV of ERISA that could  reasonably be  anticipated to result in any claims being
made against the Purchaser by the PBGC.


          (c) None of  Gentek  Holdings,  any of its  Subsidiaries  or any ERISA
Affiliate has incurred any  withdrawal  liability  (including  any contingent or
secondary withdrawal  liability) within the meaning of ss. 4201 or 4204 of ERISA
to any U.S.  Employee  Plan  which is a  "multiemployer  plan"  (as such term is
defined  in  ss.  4001(a)(3)  of  ERISA)  ("Multiemployer  Plan"),  and,  to the
knowledge of Gentek Holdings and its Subsidiaries,  no event has occurred and no
conditions  or  circumstance  has existed,  that presents a material risk of the
occurrence of any withdrawal from or the partition, termination,  reorganization
or insolvency of any such  Multiemployer Plan which could result in any material
liability of Gentek Holdings,  any of its Subsidiaries or any ERISA Affiliate to
any such  Multiemployer  Plan.  Except as set forth on  Section  4.15(c)  of the
Disclosure  Schedule,  none of Gentek  Holdings,  any of its Subsidiaries or any
ERISA  Affiliate  has,  within  the past  six  years,  maintained,  established,
sponsored,  participated in, contributed to, or had any obligation to contribute
to any Multiemployer Plan.

          (d) Neither Gentek Holdings nor any of its Subsidiaries  maintains any
U.S.  Employee  Plan which is a "group  health plan" (as such term is defined in
ss.  5000(b)(1)  of the  Code  or  ss.  607(1)  of  ERISA)  that  has  not  been
administered  and operated in all  respects in  compliance  with the  applicable
requirements  of Part 6 of  Subtitle B of Title I of ERISA and ss.  4980B of the
Code and neither Gentek  Holdings nor any of its  Subsidiaries is subject to any
liability,  including,  without  limitation,  additional  contributions,  fines,
taxes, penalties or loss of tax deduction as a result of such administration and
operation,  to the extent any such  failures  would  reasonably  be  expected to
result,  individually or in the aggregate,  in any material  liability to Gentek
Holdings and its  Subsidiaries.  No U.S.  Employee  Plan,  which is such a group
health plan, is a "multiple employer welfare arrangement," within the meaning of
ss. 3(40) of ERISA.

          (e) Neither Gentek Holdings nor any of its Subsidiaries  maintains any
U.S. Employee Plan (whether  qualified or non-qualified  under ss. 401(a) of the
Code) providing for  post-employment  or retiree health,  life insurance  and/or
other  welfare  benefits  and  having  unfunded  liabilities,  except  as may be
required by COBRA

                                                                            -35-
<PAGE>

or other  applicable  similar  statute.  Neither Gentek  Holdings nor any of its
Subsidiaries  has any unfunded  liabilities  pursuant to any U.S.  Employee Plan
that is a pension  plan  (within  the  meaning of ss.  3(2) of ERISA) and is not
intended to be qualified under ss. 401(a) of the Code.

          (f) Neither Gentek Holdings nor any of its  Subsidiaries  has incurred
any material liability for any tax or excise tax arising under Chapter 43 of the
Code and no event has occurred and, to the knowledge of Gentek  Holdings and its
Subsidiaries,  no condition or circumstance  has existed that could give rise to
any such liability.

          (g) No asset of Gentek Holdings or any of its  Subsidiaries is subject
to any lien arising under ss. 302(f) of ERISA or ss. 412(n) of the Code,  and no
event  has  occurred  and no  condition  or  circumstance  has  existed  that is
reasonably likely to give rise to any such lien. Neither Gentek Holdings nor any
of its  Subsidiaries  has been required to provide any security under ss. 307 of
ERISA or ss.  401(a)(29) or 412(f) of the Code, and no event has occurred and no
condition or circumstance has existed that is reasonably  likely to give rise to
any such requirement to provide any such security.

          (h) There are no actions,  suits,  claims or disputes pending,  or, to
the knowledge of Gentek Holdings and its  Subsidiaries,  threatened with respect
to any U.S.  Employee  Plan or the assets of any such plan (other  than  routine
claims for benefits and appeals of denied routine claims).  No civil or criminal
action  brought  pursuant to the  provisions  of Title I,  Subtitle B, Part 5 of
ERISA is pending or, to the knowledge of Gentek  Holdings and its  Subsidiaries,
threatened,  anticipated or expected to be asserted  against Gentek  Holdings or
any of its  Subsidiaries  or,  to the  knowledge  of  Gentek  Holdings  and  its
Subsidiaries,  any fiduciary of any U.S. Employee Plan, in any case with respect
to any U.S.  Employee Plan. No U.S.  Employee Plan has been, within the past six
years,  the direct  subject of an audit,  investigation  or  examination  by any
governmental or  quasi-governmental  agency that would reasonably be expected to
result in material liability to Gentek Holdings and its Subsidiaries.

          (i) Full payment has been made of all amounts which Gentek Holdings or
any of its  Subsidiaries  is required,  under  applicable  law or under any U.S.
Employee  Plan or any  agreement  relating  to any U.S.  Employee  Plan to which
Gentek  Holdings  or any  of its  Subsidiaries  is a  party,  to  have  paid  as
contributions  or premiums  thereto as of the last day of the most recent fiscal
year of such  U.S.  Employee  Plan  ended  prior  to the date  hereof.  All such
contributions to any U.S.  Employee Plan have been fully deducted for income tax
purposes and, to the knowledge of Gentek Holdings and its Subsidiaries,  no such
deduction  has been  challenged or  disallowed  by any  Governmental  Authority,
except as would not  reasonably  be expected to result in material  liability to
Gentek  Holdings and its  Subsidiaries.  Benefits under all U.S.  Employee Plans
are, in all material  respects,  as represented in the documents which have been
provided or made available to Purchaser and have not been  increased  subsequent
to the date as of which  documents  have  been  provided  or made  available  to
Purchaser.

                                                                            -36-
<PAGE>

          (j) As of  January  1,  2003,  the  value of the  accumulated  benefit
obligations  (based  upon  actuarial  assumptions  which  are in  the  aggregate
reasonable  and which  have been  furnished  to the  Purchaser)  under each U.S.
Employee  Plan  which is  covered  by Title IV of ERISA  and  which is a "single
employer plan" (as such term is defined in ss.  4001(a)(15)  of ERISA)  ("Single
Employer Plan") did not exceed the current fair value of the assets of each such
Single Employer Plan allocable to such accrued benefits, and since the Reference
Balance  Sheet  Date,  there  has been (i) no  material  adverse  change  in the
financial condition of any Single Employer Plan, (ii) no change in the actuarial
assumptions  with respect to any Single  Employer  Plan and (iii) no increase in
benefits under any Single Employer Plan as a result of plan amendments,  written
interpretations or announcements  (whether written or not) which individually or
in the  aggregate,  would  result in the  current  value of any Single  Employer
Plan's accrued benefits  exceeding the current value of all such Single Employer
Plan's  assets.  No U.S.  Employee  Plan holds as an asset any  interest  in any
annuity  contract,  guaranteed  investment  contract or any other  investment or
insurance contract, policy or instrument issued by an insurance company that, to
the  knowledge  of Gentek  Holdings  and its  Subsidiaries,  is the  subject  of
bankruptcy, conservatorship,  insolvency, liquidation, rehabilitation or similar
proceedings.

          (k) No  "reportable  event" (as such term is  defined  in ss.  4043 of
ERISA) for which the thirty-day  notice  requirement  has not been waived by the
PBGC has occurred  within the past six years or is reasonably  expected to occur
with respect to any U.S.  Employee Plan.  Neither Gentek Holdings nor any of its
Subsidiaries nor any of their respective directors,  officers,  employees or, to
the best knowledge and belief of Sellers,  Gentek Holdings and its Subsidiaries,
other  persons who  participate  in the  operation of any U.S.  Employee Plan or
related trust or funding vehicle, has engaged in any transaction with respect to
any U.S. Employee Plan or breached any applicable fiduciary  responsibilities or
obligations  under  Title I of ERISA  that would  subject  any of them to a tax,
penalty or liability for prohibited  transactions  or breach of any  obligations
under ERISA or the Code that would, individually or in the aggregate, reasonably
be  expected  to  result  in  material  liability  to  Gentek  Holdings  and its
Subsidiaries.

          (l) The  execution  of this  Agreement  and  the  consummation  of the
transactions  contemplated hereby do not constitute a triggering event under any
U.S.  Employee Plan which (either alone or upon the occurrence of termination of
employment in connection  therewith) will or may result in any payment  (whether
of severance pay or otherwise),  "parachute payment" (as such term is defined in
ss.  280G of the Code),  acceleration,  vesting or  increase  in benefits to any
employee  or  former  employee  or  director  of Gentek  Holdings  or any of its
Subsidiaries.  No U.S.  Employee  Plan  provides  for the payment of  severance,
termination, change in control or similar-type payments or benefits.

          (m) The Options  constitute  all of the  outstanding  stock options to
purchase Shares heretofore  granted under any stock option plan,  whether or not
vested or exercisable.

                                                                            -37-
<PAGE>

          (n) Section 4.15(n) of the Disclosure Schedule contains a complete and
accurate list of all material bonus,  stock option,  stock purchase,  incentive,
pay equity, deferred compensation,  pension, supplemental retirement,  severance
and other employee  benefit plans,  programs or  arrangements,  and all material
employment agreements (except to the extent an employment agreement provides for
"at-will" employment and does not provide for severance payments),  in each case
for the benefit of, or relating to,  current  employees and former  employees of
Gentek  Canada  (collectively,  the  "Canadian  Employee  Plans").  All Canadian
Employee Plans are in compliance in all material  respects with the requirements
prescribed  by  applicable  Law  currently in effect with respect  thereto,  and
Gentek Canada (and any relevant  pension  committee)  has performed all material
obligations  required to be  performed  by it under,  and is not in any material
respect in default under or in violation of, the Canadian  Employee Plans.  Each
Canadian  Employee  Plan  intended  to be  registered  under the  Income Tax Act
(Canada)  has  been  so  registered  thereunder  and the  applicable  provincial
legislation,  and, to the  knowledge of Gentek  Holdings  and its  Subsidiaries,
nothing has occurred that could  reasonably be expected to adversely  affect the
tax-exempt  status of such Canadian  Employee Plans or the funds held thereunder
or subject such funds to any tax or penalty that would reasonably be expected to
result in material liability to Gentek Holdings and its Subsidiaries. There have
been no  withdrawals  or transfers of assets from any  Canadian  Employee  Plan,
including,  without limitation,  the taking of any contribution holidays, except
in accordance with the terms of such Canadian Employee Plans and applicable Law,
except as would not  reasonably  be expected to result in material  liability to
Gentek  Holdings  or any of its  Subsidiaries.  Purchaser  has been  provided or
afforded access to copies of all Canadian  Employee Plans and, where applicable,
summary plan descriptions as filed with Governmental Authorities.

          (o) No termination or windup of any of the Canadian Employee Plans has
occurred or is expected to occur,  and no proceedings  have been instituted and,
to the knowledge of Gentek Holdings and its  Subsidiaries,  no condition  exists
and no event has occurred that could constitute grounds under applicable Laws to
terminate or windup or appoint a trustee to  administer  any  Canadian  Employee
Plan.

          (p)  Gentek  Canada  does not  maintain  any  Canadian  Employee  Plan
providing for  post-employment  or retiree health,  life insurance  and/or other
welfare benefits and having unfunded  liabilities,  except as may be required by
statute.

          (q) There are no actions,  suits,  claims or disputes pending,  or, to
the knowledge of Gentek Holdings and its  Subsidiaries,  threatened with respect
to any Canadian Employee Plan or the assets of any such plan (other than routine
claims for benefits and appeals of denied routine claims).  No Canadian Employee
Plan has been,  within  the past six  years,  the  direct  subject  of an audit,
investigation  or examination by any governmental or  quasi-governmental  agency
that would  reasonably  be expected to result in  material  liability  to Gentek
Holdings and its Subsidiaries.

          (r) Full payment has been made of all amounts  which Gentek  Canada is
required,  under  applicable  Laws or under any  Canadian  Employee  Plan or

                                                                            -38-
<PAGE>

any agreement relating to any Canadian Employee Plan to which Gentek Canada is a
party, to have paid as  contributions  or premiums thereto as of the last day of
the most recent  fiscal year of such  Canadian  Employee Plan ended prior to the
date hereof.

          (s) As of the  date  of  this  Agreement,  the  current  value  of the
accumulated benefit  obligations (based upon actuarial  assumptions which are in
the aggregate  reasonable and which have been furnished to the Purchaser)  under
each Canadian Employee Plan which is substantially  similar to a Single Employer
Plan did not exceed the current  fair value of the assets of each such  Canadian
Employee  Plan  allocable  to such  accrued  benefits,  and since the  Reference
Balance  Sheet  Date,  there  has been (i) no  material  adverse  change  in the
financial  condition of any such Canadian  Employee Plan,  (ii) no change in the
actuarial assumptions with respect to any such Canadian Employee Plan, and (iii)
no increase in benefits  under any such  Canadian  Employee  Plan as a result of
plan  amendments,  interpretations  or  announcements  (whether written or not),
which individually or in the aggregate, would result in the current value of any
Canadian  Employee  Plan's accrued  benefits  exceeding the current value of all
such Canadian Employee Plan's assets.

     Section  4.16.  Labor  Matters.  Section  4.16 of the  Disclosure  Schedule
contains a complete and accurate  list of each  collective  bargaining  or other
labor union contract to which Gentek  Holdings or any of its  Subsidiaries  is a
party (the "Collective  Bargaining  Agreements") and no other union is currently
certified and no union or other organizational activity that would be subject to
the National Labor Relations Act (20 U.S.C. ss. 151 et seq.), the Ontario Labour
Relations  Act, the Quebec  Labour Code or other Law exists or, to the knowledge
of Gentek  Holdings or any of it  Subsidiaries,  is  threatened  with respect to
Gentek  Holdings'  or any  of  its  Subsidiaries'  operations.  Each  Collective
Bargaining Agreement is in full force and effect, and none of Gentek Holdings or
its  Subsidiaries  is in  material  breach  or  default  of any such  Collective
Bargaining Agreement. There are (i) no material unfair labor practice complaints
or other  material  labor  controversies  pending or threatened  against  Gentek
Holdings or any of its Subsidiaries, (ii) to the knowledge of Gentek Holdings or
any of its Subsidiaries, no current activities or proceedings of any labor union
(or  representatives  thereof) to organize any  unorganized  employees of Gentek
Holdings or any of its  Subsidiaries,  (iii) as of the date hereof,  no strikes,
slowdowns, work stoppages,  lockouts, or, to the knowledge of Gentek Holdings or
any of its Subsidiaries, threats thereof, by or with respect to any employees of
Gentek  Holdings  or any of its  Subsidiaries,  (iv) no  material  grievance  or
arbitration proceeding arising out of or under a collective bargaining agreement
or labor  contract is pending or, to the knowledge of Gentek  Holdings or any of
its  Subsidiaries,  is  threatened  with  respect  to the  operations  of Gentek
Holdings or any of its  Subsidiaries,  (v) none of Gentek Holdings or any of its
Subsidiaries has any Equal Employment  Opportunity  Commission  charges or other
claims of  employment  discrimination  pending  or, to the  knowledge  of Gentek
Holdings or any of its Subsidiaries,  currently threatened against them, (vi) no
wage and hour department  investigation  has been made of Gentek Holdings or any
of its Subsidiaries  that would result in material  liability to Gentek Holdings
and its Subsidiaries,  (vii) there are no occupational  health and safety claims
against Gentek Holdings or any of its Subsidiaries that are reasonably  expected
to have a Material Adverse Effect, (viii) within the past

                                                                            -39-
<PAGE>

year,  neither  Gentek  Holdings nor any of its  Subsidiaries  have incurred any
liability or obligation under the Worker Adjustment and Retraining  Notification
Act or any similar state or local law that remains unsatisfied, (ix) none of the
current employees or former employees of Gentek U.S. has suffered an "employment
loss" (as defined in the WARN Act) since ninety (90)  calendar days prior to the
date hereof,  and (x) Gentek Canada is in  compliance  in all material  respects
with all applicable pay equity Laws.

     Section 4.17. Taxes.

          (a) Tax  Returns.  Gentek  Holdings and its  Subsidiaries  have timely
filed or will timely file (taking into account any applicable  extension of time
within which to file) with the appropriate  taxing  authorities all material tax
returns,  statements,  forms and  reports  (including  elections,  declarations,
disclosures,  schedules,  estimates and information Tax returns) for Taxes ("Tax
Returns") that are required to be filed by, or with respect to, Gentek  Holdings
and its  Subsidiaries  on or prior to the Closing  Date.  The Tax  Returns  have
accurately  reflected  and will  accurately  reflect all material  liability for
Taxes of Gentek Holdings and its Subsidiaries for the periods covered thereby.

          (b) Payment of Taxes. All material Taxes and Tax liabilities due by or
with  respect to the income,  assets or  operations  of Gentek  Holdings and its
Subsidiaries  for all  taxable  years or other  taxable  periods  that end on or
before the Closing Date and,  with respect to any taxable year or other  taxable
period  beginning on or before and ending after the Closing Date, the portion of
such  taxable  year  or  period   ending  on  and  including  the  Closing  Date
("Pre-Closing  Period")  have been timely paid or will be timely paid in full on
or prior to the Closing Date or to the extent not yet due and payable, have been
or will be accrued in Closing Working Capital or Closing Net Indebtedness on the
Final Closing Adjustment Amount Statement.

          (c) Other Tax Matters.

               (i) (A) None of Gentek Holdings or any of its  Subsidiaries is or
has been the  subject  of an  audit  or  other  examination  of Taxes by the tax
authorities of any nation, state or locality,  has received written notification
that such an audit is  contemplated  or pending and, to the  knowledge of Gentek
Holdings or any of its  Subsidiaries,  no such audit is contemplated or pending;
and (B) none of Gentek  Holdings or any of its  Subsidiaries  has  received  any
notices, reassessments or requests for examination from any taxing authority.

               (ii) None of Gentek  Holdings or any of its  Subsidiaries,  as of
the Closing Date,  (A) has entered into an agreement or waiver or been requested
to enter into an  agreement  or waiver  extending  any  statute  of  limitations
relating to the assessment, payment or collection of Taxes of Gentek Holdings or
any of its Subsidiaries  that has not expired,  (B) is presently  contesting the
Tax liability of Gentek  Holdings or any of its  Subsidiaries  before any court,
tribunal or agency, (C) has granted a power-of-attorney  relating to Tax matters
to any person or (D) has applied for and/or

                                                                            -40-
<PAGE>

received a ruling or determination  from a taxing authority  regarding a past or
prospective transaction of Gentek Holdings or any of its Subsidiaries.

               (iii) None of Gentek Holdings or any of its Subsidiaries has been
included in any "consolidated,"  "unitary" or "combined" Tax Return provided for
under the law of the United  States,  any foreign  jurisdiction  or any state or
locality  with respect to Taxes for any taxable  period for which the statute of
limitations has not expired (other than a group of which Gentek Holdings and one
or more of its Subsidiaries are the only members).

               (iv) All Taxes which Gentek  Holdings or any of its  Subsidiaries
is (or was)  required by law to withhold or collect in  connection  with amounts
paid or owing to any employee, independent contractor,  creditor, stockholder or
other third party have been duly  withheld  or  collected,  and have been timely
paid over to the proper authorities to the extent due and payable.

               (v) No  written  claim that has not been  resolved  has ever been
made by any taxing  authority in a jurisdiction  where Gentek Holdings or any of
its  Subsidiaries  does not file Tax Returns that Gentek  Holdings or any of its
Subsidiaries is or may be subject to taxation by that jurisdiction.

               (vi) There are no tax  sharing,  allocation,  indemnification  or
similar  agreements  in  effect  as  between  Gentek  Holdings  or  any  of  its
Subsidiaries  or any  predecessor  or  affiliate  thereof  and any  other  party
(including  Sellers and any  predecessors  or  affiliates  thereof)  under which
Purchaser or Gentek Holdings or any of its Subsidiaries  could be liable for any
Taxes or other claims of any party.

               (vii)  None of Gentek  Holdings  or any of its  Subsidiaries  has
applied for, been granted,  or agreed to any accounting  method change for which
it will be required to take into  account  any  adjustment  under ss. 481 of the
Code or any similar  provision of the Code or the  corresponding tax laws of any
nation, state or locality.

               (viii) There are no deferred  intercompany  transactions  between
Gentek Holdings or any of its  Subsidiaries  and there is no excess loss account
(within the meaning of Treasury  Regulations  ss.  1.1502-19 with respect to the
stock of Gentek Holdings or any of its Subsidiaries  which will or may result in
the recognition of income upon the consummation of the transaction  contemplated
by this Agreement.

               (ix) None of Gentek Holdings or any of its  Subsidiaries has been
a "United States real property  holding  corporation"  within the meaning of ss.
897(c)(2) of the Code at any time during the five-year period ending on the date
hereof.

     Section 4.18. Accounts,  Lockboxes, Safe Deposit Boxes; Powers of Attorney.
Section 4.18 of the Disclosure Schedule contains a complete and accurate list of
(i) the name of each  bank,  savings  and loan  association  or other  financial
institution in which Gentek Holdings or any of its  Subsidiaries has an account,
lockbox or safe deposit box,  and (ii) the number of any such  account.  Section
4.18 of the Disclosure Schedule

                                                                            -41-
<PAGE>

contains a complete and accurate list of all Persons holding a power of attorney
from Gentek Holdings or any of its Subsidiaries.

     Section 4.19. Warranty Claims.  Other than the Steel Peel Claims, as of the
date hereof,  there are no pending  claims by third  parties  alleging  that any
products  sold by Gentek  Holdings  or any of its  Subsidiaries  do not meet the
applicable  product  warranty and that exceed $7,000 in any individual  case or,
with respect to any series of related claims, $50,000 in the aggregate.

     Section 4.20. Steel Peel Claims.  Gentek Holdings and its Subsidiaries have
made  available  to  Purchaser  and  its  representatives  all  books,  records,
financial  statements,   actuarial  reports  (and  supporting  data)  and  other
documents relating to the Steel Peel Claims and Subject Products.

     Section 4.21.  Permits.  Gentek Holdings and each of its Subsidiaries  have
obtained and possess all Permits and have made all registrations or filings with
or notices to any  Governmental  Authority  necessary for the lawful  conduct of
their businesses as presently  conducted,  or necessary for the lawful ownership
of their properties and assets or the operation of their businesses as presently
conducted,  other than those the failure of which to obtain,  possess or make do
not have a Material Adverse Effect. Gentek Holdings and each of its Subsidiaries
is in compliance with all such Permits,  except for such  non-compliance as does
not have a Material Adverse Effect.

     Section 4.22. Interests of Affiliates.  There are no contracts,  agreements
or other obligations between Gentek Holdings or any of its Subsidiaries,  on the
one hand,  and any  affiliates  of Gentek  Holdings  or any of its  Subsidiaries
(other than Gentek Holdings and its Subsidiaries), or any of the Sellers, on the
other hand.  None of the directors or officers of Gentek  Holdings or any of its
Subsidiaries,  nor Sellers'  Representative  or any of its  affiliates,  has any
material  financial interest in, or is a director or officer of, any supplier or
competitor of Gentek Holdings or any of its Subsidiaries.

     Section  4.23.  Books and Records.  The  respective  minute books of Gentek
Holdings and each of its  Subsidiaries,  in the form made available to Purchaser
and  its  representatives,  accurately  reflect  in all  material  respects  the
meetings of the  respective  boards of directors and  stockholders  of each such
Person presented therein.

     Section 4.24. Insurance. Section 4.24 contains a complete and accurate list
of each currently  effective insurance policy covering Gentek Holdings or any of
its Subsidiaries, any of their respective properties, assets or employees and/or
the  Business  (collectively,  the  "Insurance  Policies").  Section 4.24 of the
Disclosure  Schedule  contains a complete and accurate list of (i) all claims by
Gentek Holdings or any of its Subsidiaries under the Insurance Policies that are
pending as of the date hereof,  and (ii) the claims  history of Gentek  Holdings
and each of its  Subsidiaries  during the period  commencing  on January 1, 2001
through the date hereof, whether under the Insurance

                                                                            -42-
<PAGE>

Policies or any other insurance policies maintained by Gentek Holdings or any of
its Subsidiaries during such period.

     Section   4.25.   Sherwin-Williams   Counter-Claims.   None   of   Sellers'
Representative,  Gentek  Holdings,  Gentek U.S. or Gentek Canada is aware of any
basis for any claim,  counter-claim or other Action by Sherwin-Williams  against
Gentek  Holdings  or any of  its  Subsidiaries,  other  than  the  counter-claim
currently pending in the Pending Sherwin-Williams Litigation.

                                   ARTICLE V.

                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     As an inducement to Sellers to enter into this Agreement,  Purchaser hereby
represents and warrants to each of the Sellers as follows:

     Section 5.01.  Organization and Authority.  Purchaser is a corporation duly
organized,  validly existing and in good standing under the laws of the State of
Delaware,  and has all  necessary  corporate  power and authority to execute and
deliver this  Agreement and the other  documents to be executed and delivered by
Purchaser as contemplated  hereby,  to carry out its  obligations  hereunder and
thereunder and to consummate the transactions  contemplated  hereby and thereby.
The execution and delivery of the this  Agreement and the other  documents to be
executed and delivered by Purchaser as contemplated  hereby,  the performance by
Purchaser  of  all  of  its   obligations   hereunder  and  thereunder  and  the
consummation  by Purchaser of the  transactions  contemplated  thereby have been
duly  authorized and approved by all requisite  corporate  action on the part of
Purchaser  and no other  corporate or other action is necessary to authorize the
execution,  delivery and  performance of this Agreement and such other documents
by Purchaser and the  consummation of the transactions  contemplated  hereby and
thereby.  This  Agreement  has  been,  and as of the  Closing  each of the other
documents to be executed and delivered by Purchaser as contemplated  hereby will
have  been,  duly  executed  and  delivered  by  Purchaser,  and  (assuming  due
authorization,  execution  and delivery by each party  hereto and thereto)  this
Agreement  constitutes,  and such other  documents to which Purchaser is a party
will constitute as of the Closing,  the legal,  valid and binding  obligation of
Purchaser,  enforceable  against  Purchaser in  accordance  with its  respective
terms,  except  to the  extent  that  their  enforceability  may be  subject  to
applicable  bankruptcy,  insolvency,  reorganization,  moratorium or similar law
affecting the enforcement of creditors rights generally and to general equitable
principles.


     Section  5.02.  No  Conflict.  Assuming  compliance  with the  notification
requirements of the HSR Act, the  Competition Act and the Investment  Canada Act
and the making and obtaining of all filings, notifications, consents, approvals,
authorizations  and other actions  referred to in Section 5.03,  the  execution,
delivery  and  performance  of this  Agreement  and the  other  documents  to be
executed and delivered by Purchaser as contemplated hereby, and the consummation
by Purchaser of the transactions

                                                                            -43-
<PAGE>

contemplated  hereby and thereby,  does not and will not (i)  violate,  conflict
with or result in the  breach of any  provision  of the  charter  or  by-laws of
Purchaser,  (ii)  conflict  with  or  violate  any  Law  or  Governmental  Order
applicable  to Purchaser  or (iii)  conflict in any material  respect  with,  or
result in any breach of, constitute a default (or event which with the giving of
notice or lapse of time,  or both,  would become a default)  under,  require any
consent  under,  or  give  to  others  any  rights  of  termination,  amendment,
acceleration,  suspension,  revocation or  cancellation  of, any material  note,
bond, mortgage, deed of trust, indenture,  contract, agreement, lease, sublease,
license, permit, franchise or other instrument or arrangement to which Purchaser
is a party or by which any of such assets or properties is bound or affected, in
any such case,  which would  reasonably  be expected to have a material  adverse
effect on the ability of Purchaser to consummate the  transactions  contemplated
by this  Agreement  and the other  documents  to be executed  and  delivered  as
contemplated hereby.

     Section 5.03. Governmental Consents and Approvals. The execution,  delivery
and  performance  of this  Agreement and the other  documents to be executed and
delivered by Purchaser  as  contemplated  hereby do not and will not require any
consent,  approval,  authorization or other order of, action by, filing with, or
notification   to,  any   Governmental   Authority,   except  the   notification
requirements of the HSR Act, the Competition Act and the Investment Canada Act.

     Section 5.04. Private Placement.

          (a) Purchaser understands that (i) the offering and sale of the Shares
under this Agreement is intended to be exempt from the registration requirements
of the  Securities  Act of  1933,  as  amended  through  the  date  hereof  (the
"Securities  Act"), and (ii) there is no existing public or other market for the
Shares  and there can be no  assurance  that  Purchaser  will be able to sell or
dispose of the Shares.

          (b) Purchaser is acquiring  the Shares for its own account  solely for
the  purpose  of  investment  and not  with a view to,  or for  offer or sale in
connection with, any distribution thereof.

          (c) Purchaser is an  "accredited  investor" as such term is defined in
Regulation D promulgated under the Securities Act.

          (d)  Purchaser  is  not  a  broker-dealer   subject  to  Regulation  T
promulgated by the Board of Governors of the Federal Reserve System.

          (e) Purchaser has sufficient knowledge and experience in financial and
business  matters so as to be capable of evaluating  the merits and risks of its
investment in the Shares, and Purchaser is capable of bearing the economic risks
of such investment, including a complete loss of its investment in the Shares.

          (f) Purchaser has been given the  opportunity to ask questions of, and
receive  answers  from,  Sellers'  Representative  and Gentek  Holdings  and its
Subsidiaries  concerning the  transactions  contemplated by this Agreement,  the
Shares and other related matters.  Sellers'  Representative  and Gentek Holdings
have made available to

                                                                            -44-
<PAGE>

Purchaser or its agents all documents and information  requested by or on behalf
of  Purchaser  relating  to an  investment  in the  Shares.  In  evaluating  the
suitability  of an investment  in the Shares,  Purchaser has not relied upon any
representations  or other  information  (whether  oral or written) made by or on
behalf of Gentek Holdings,  Gentek U.S.,  Sellers'  Representative or any Seller
other than as  contemplated  by the two preceding  sentences and Article III and
Article IV hereof.

          (g)  Purchaser  understands  that it may not sell or dispose of any of
the Shares other than pursuant to a registered offering, unless otherwise exempt
from the registration requirements of the Securities Act.

     Section 5.05. Investigation.

          (a)  Purchaser  (i) has made its own inquiry and  investigation  into,
and,  based  thereon,  has  formed an  independent  judgment  concerning  Gentek
Holdings,  the  Subsidiaries of Gentek Holdings and the Business,  (ii) has been
furnished  with or  given  adequate  access  to such  information  about  Gentek
Holdings,  the Subsidiaries of Gentek Holdings and the Business as Purchaser has
requested,  (iii) will not assert any claim against any Seller,  Gentek Holdings
or its Subsidiaries, or any of their respective directors,  officers, employees,
agents, stockholders,  affiliates, consultants, counsel, accountants, investment
bankers  or  representatives,  or  hold  any  Sellers,  Gentek  Holdings  or its
Subsidiaries,   or  any  such  other  Persons   liable,   with  respect  to  any
inaccuracies,  misstatements or omissions with respect to such information other
than  pursuant to a claim for  indemnification  under Article X arising out of a
breach  of the  representations  and  warranties  set forth in  Article  III and
Article IV or any claim  arising  out of fraud or willful  misconduct,  and (iv)
understands that none of Sellers,  Gentek Holdings or its Subsidiaries is making
any  representation  or warranty with respect to the Business or the operations,
assets,   liabilities  or  financial   condition  of  Gentek   Holdings  or  its
Subsidiaries, other than as specifically set forth in this Agreement.

          (b) In connection with  Purchaser's  investigation of Gentek Holdings,
its Subsidiaries and the Business,  Purchaser has received from Gentek Holdings,
its Subsidiaries and/or Sellers' Representative certain estimates,  projections,
forecasts,  plans and budgets for the Business.  Purchaser (i) understands  that
there  are  uncertainties  inherent  in  attempting  to make  such  projections,
forecasts, plans and budgets, (ii) is familiar with such uncertainties, (iii) is
taking full  responsibility  for making its own  evaluation  of the adequacy and
accuracy of all estimates,  projections,  forecasts, plans and budgets furnished
to it,  (iv)  will not  assert  any  claim  against  any  Seller or any of their
respective directors,  officers,  employees, agents,  stockholders,  affiliates,
consultants,  counsel,  accountants,  investment bankers or representatives,  or
hold  any  Seller  or any  such  other  Persons  liable,  with  respect  to such
estimates,  projections,  forecasts,  plans and budgets other than pursuant to a
claim arising out of fraud or willful misconduct,  and (v) understands that none
of the  Sellers is making any  representation  or warranty  with  respect to any
estimates, projections,  forecasts, plans or budgets referred to in this Section
5.05.

                                                                            -45-
<PAGE>

          (c)  Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement,  Sellers hereby  acknowledge and agree that neither this Section 5.05
nor any  inquiry  or  investigation  of  Purchaser  into  Gentek  Holdings,  its
Subsidiaries  or the  Business  shall be  construed  to  diminish  or  otherwise
adversely  affect the rights of Purchaser  to bring a claim for  indemnification
under Article X of this Agreement.

     Section 5.06.  Financing.  Purchaser has obtained a "best  efforts"  letter
(the "Best Efforts  Letter") from UBS AG, Stamford  Branch,  UBS Securities LLC,
Credit Suisse First Boston,  acting through its Cayman Islands Branch,  and CIBC
World Markets Corp. (the "Arrangers")  addressed to Purchaser that, on the terms
and subject to the  conditions  thereof,  provides for a credit  facility in the
aggregate amount of up to $143,500,000.00.  A true and complete copy of the Best
Efforts  Letter is attached  hereto as Exhibit D. The aggregate  proceeds of the
credit facility  provided for in the Best Efforts  Letter,  together with equity
available  to  Purchaser,   are  sufficient  for  Purchaser  to  consummate  the
transactions  contemplated by this Agreement.  As of the date of this Agreement,
the Best Efforts Letter has not been terminated and is in full force and effect.

     Section  5.07.  Litigation.  Except  as set  forth  in a  writing  given to
Sellers'  Representative  by Purchaser on the date of this Agreement,  no claim,
action,  proceeding  or  investigation  is  pending  or,  to  the  knowledge  of
Purchaser,  threatened,  which seeks to delay or prevent the consummation of, or
which could reasonably be expected to materially  adversely affect,  Purchaser's
ability to consummate, the transactions contemplated by this Agreement.

     Section 5.08. Brokers. Except for Harvest Partners, Inc., no broker, finder
or  investment  banker is  entitled to any  brokerage,  finder's or other fee or
commission in connection  with the  transactions  contemplated by this Agreement
based upon any agreement, arrangement or understanding, written or oral, made by
or on behalf of Purchaser.  Purchaser shall be solely responsible for payment of
the fees and expenses of Harvest Partners, Inc.

                                   ARTICLE VI.

                              ADDITIONAL AGREEMENTS

     Section 6.01. Conduct of Business Prior to the Closing.

          (a) Except as set forth in Section 6.01 of the Disclosure  Schedule or
as otherwise  contemplated  by this  Agreement,  between the date hereof and the
Closing,  Gentek Holdings and its Subsidiaries shall conduct the Business in the
ordinary  course and consistent  with the past practices of Gentek  Holdings and
its  Subsidiaries,  and shall use  commercially  reasonable  efforts to preserve
intact their respective business  organizations,  keep available the services of
their respective officers and employees and maintain satisfactory  relationships
with  licensors,  suppliers,  distributors,  clients and others having  business
relationships with them. Notwithstanding the immediately

                                                                            -46-
<PAGE>

preceding sentence,  between the date hereof and the Closing Date, except as may
be (i) approved by Purchaser (which approval shall not be unreasonably  withheld
or delayed), (ii) set forth in Section 6.01 of the Disclosure Schedule, or (iii)
otherwise expressly permitted,  required or contemplated by this Agreement, none
of Gentek Holdings or any of its Subsidiaries shall:

               (i) amend or  restate  its  respective  charter  or  by-laws  (or
comparable organizational documents);

               (ii)  authorize for issuance,  issue,  sell,  deliver or agree or
commit to issue,  sell or deliver (A) any capital  stock of, or other  equity or
voting  interest  in,  such  Person  or (B)  any  securities  convertible  into,
exchangeable for, or evidencing the right to subscribe for or acquire either (1)
any capital stock of, or other equity or voting interest in, such Person, or (2)
any securities  convertible  into,  exchangeable for, or evidencing the right to
subscribe  for or  acquire,  any  capital  stock of,  or other  equity or voting
interest  in, such  Person,  other than the  issuance of Option  Shares upon the
exercise of any Options  outstanding as of the date hereof;  provided,  however,
that  prior to the  issuance  of any  Option  Shares  pursuant  to this  Section
6.01(ii),  Gentek  Holdings  shall have received from the  applicable  holder of
Options an executed counterpart to this Agreement.

               (iii)  declare,  pay  or set  aside  any  dividend  or  make  any
distribution with respect to, or split, combine, redeem, reclassify, purchase or
otherwise acquire directly, or indirectly, any capital stock of, or other equity
or voting  interest  in, such  Person,  or make any other  change in the capital
structure of such Person;

               (iv) sell,  transfer,  lease, license or otherwise dispose of any
assets or properties  (including,  without  limitation,  any Actions or claims),
except for (A) sales of Inventory in the ordinary course of business, (B) leases
entered into or terminated in the ordinary course of business,  (C) transactions
among Gentek  Holdings and its  Subsidiaries,  and (D) provided that there is no
settlement (by judgment or otherwise) of the Pending Sherwin-Williams Litigation
prior  to  the   Closing,   the   assignment   and   transfer   of  the  Pending
Sherwin-Williams  Litigation  and the  Sherwin-Williams  Claims  pursuant to the
Assignment Assumption Agreement;

               (v) make any capital expenditure or commitment therefor in excess
of $100,000 in any  individual  case,  except (A) for Inventory  acquired in the
ordinary  course of business,  or (B) as  contemplated  by, or disclosed in, the
written  operating budget of Gentek Holdings and its Subsidiaries  most recently
provided to Purchaser;

               (vi) pay,  discharge,  settle or satisfy any  Liabilities,  other
than payments,  discharges or  satisfactions  in the ordinary course of business
and consistent with the past practices of Gentek Holdings and its Subsidiaries;

               (vii) make any  material  change in any method of  accounting  or
accounting practice, other than changes required by U.S. GAAP;

                                                                            -47-
<PAGE>

               (viii) (A) make any tax election or settle and/or  compromise any
material  tax  liability;  (B)  prepare  any Tax  Returns  in a manner  which is
inconsistent with the past practices of Gentek Holdings and its Subsidiaries, as
the case may be, with respect to the treatment of items on such Tax Returns; (C)
incur any liability for Taxes other than in the ordinary course of business;  or
(D) file an amended Tax Return or a claim for refund of Taxes;

               (ix)  increase  the  compensation  payable  (including,   without
limitation,  wages,  salaries,  bonuses or any other  remuneration) or to become
payable to any officer or employee  being paid an annual base salary of $100,000
or more,  or any  director of the Gentek  Holdings  or any of its  Subsidiaries,
except for (A) such increases that are required in accordance  with the terms of
any Employee Plan set forth in the Disclosure Schedule,  or (B) salary increases
in the ordinary  course of business and  consistent  with the past  practices of
Gentek Holdings and its Subsidiaries;

               (x)  make any  bonus,  profit  sharing,  pension,  retirement  or
insurance payment,  distribution or arrangement to or with any officer, employee
or agent being paid an annual base salary of $100,000 or more,  or any  director
of Gentek Holdings or any of its Subsidiaries,  except for (A) payments that are
accrued on the  Reference  Balance Sheet or (B) are required by the terms of any
Employee Plan set forth in the Disclosure Schedule;

               (xi)  establish,  adopt,  enter  into,  amend  or  terminate  any
Employee  Benefits Plan or any collective  bargaining,  thrift,  compensation or
other plan, agreement, trust, fund, policy or arrangement for the benefit of any
directors, officers or employees;

               (xii) acquire any business or Person, by merger or consolidation,
purchase of substantial assets or equity interests, or by any other manner, in a
single transaction or a series of related transactions; or

               (xiii)  enter into any  contract,  agreement  or letter of intent
(whether or not  binding)  with  respect to, or  otherwise  committed or agreed,
whether or not in writing, to do any of the foregoing.

          (b) Gentek  Holdings  and its  Subsidiaries  shall keep all  insurance
policies   currently   maintained  with  respect  to  Gentek  Holdings  and  its
Subsidiaries   and  their   respective   assets  and  properties,   or  suitable
replacements or renewals, in full force and effect through the close of business
on the Closing Date.

          (c) Notwithstanding  anything herein to the contrary,  neither Sellers
nor Gentek Holdings or any of its  Subsidiaries  shall be in breach hereof,  and
Gentek  Holdings shall be permitted to take actions,  agreed to with  Purchaser,
with respect to the  management of Working  Capital from the date hereof through
the Closing,  and no adjustment  or challenge  thereof shall be made pursuant to
Section 2.09 or otherwise. For example, if Purchaser and Gentek Holdings and its
Subsidiaries  agree to reduce  Inventory,  or alter  payable  cycles in a manner
different from past practice or current

                                                                            -48-
<PAGE>

plan,  such agreed action will not for any purpose  hereof be a breach hereof or
be subject to dispute under Section 2.09 or otherwise.

     Section 6.02. Access to Information.

          (a) Subject to the terms of the  Confidentiality  Agreement,  from the
date hereof until the Closing,  upon reasonable notice,  Gentek Holdings and its
Subsidiaries  shall  cause  their  respective  officers,  directors,  employees,
agents,  representatives,  accountants  and  counsel  to,  afford the  officers,
employees  and  authorized  agents,  representatives,  accountants,  counsel and
financing sources of Purchaser reasonable access,  during normal business hours,
to the offices,  properties,  plants, other facilities, and books and records of
or relating to the Business and to those officers, directors, employees, agents,
representatives, accountants and counsel of Gentek Holdings and its Subsidiaries
who have  any  knowledge  relating  to the  Business;  provided,  however,  that
Purchaser and its officers,  employees and authorized  agents,  representatives,
accountants, counsel and financing sources shall not unreasonably interfere with
the business and operations of Gentek Holdings and its Subsidiaries.

          (b)  For a  period  of six  (6)  years  following  the  Closing  Date,
Purchaser  shall,  and shall cause  Gentek  Holdings  and its  Subsidiaries  to,
provide to any of the Sellers or Sellers'  Representative  reasonable  access to
the books and records of Gentek Holdings and its  Subsidiaries,  upon reasonable
advance  written notice during regular  business  hours,  for any proper purpose
relating to the  ownership  of Shares  (including  the purchase and sale of such
Shares pursuant to the terms hereof but excluding, after the Closing, any rights
of  indemnification  or the obligations of any party under this Agreement or any
other document to be executed  pursuant  hereto) by any such Sellers or Sellers'
Representative  prior to the  Closing,  and shall  permit  any such  Sellers  or
Sellers'  Representative  to  make  copies  or  extracts  therefrom  as  may  be
reasonably  necessary;  provided,  however,  that  neither  Sellers nor Sellers'
Representative,  as the  case  may be,  shall  unreasonably  interfere  with the
business and operations of Purchaser or Gentek Holdings or its Subsidiaries.

     Section 6.03. Confidentiality.

          (a) The terms of the Confidentiality Agreement are hereby incorporated
herein by  reference  and shall  continue  in full  force and  effect  until the
Closing, at which time such Confidentiality Agreement and the obligations of the
parties under this Section 6.03(a) shall terminate;  provided, however, that the
Confidentiality Agreement shall terminate only in respect of that portion of the
Proprietary   Information   (as  defined  in  the   Confidentiality   Agreement)
exclusively relating to the transactions contemplated by this Agreement. If this
Agreement   is,  for  any  reason,   terminated   prior  to  the  Closing,   the
Confidentiality  Agreement  shall  continue  in full  force and effect and shall
terminate in accordance with its terms.

          (b) For a period of three (3) years  following the Closing Date,  each
Seller and Sellers'  Representative shall, and shall use commercially reasonable
efforts to cause their  respective  directors,  officers and other employees and
agents and other

                                                                            -49-
<PAGE>

representatives  to,  keep  any and all  information  (in  any  form or  medium)
relating  to Gentek  Holdings  or any of its  Subsidiaries  and/or the  Business
("Confidential  Information")  confidential.  Notwithstanding  anything  to  the
contrary set forth in this Agreement, (i) for purposes of this Section 6.03, the
term  "Confidential  Information"  shall  be  deemed  not  to  include  (A)  any
information  that at the time of disclosure or any time  thereafter is generally
available  in the  public  domain  other than as a result of  disclosure  by any
Seller, Sellers'  Representative or any of their respective directors,  officers
or other  employees  or agents or other  representatives,  or (B) subject to the
terms of Section 6.03(c), any information that is required to be disclosed under
applicable Law or judicial process,  and (ii) Sellers'  Representative  shall be
permitted to reasonably  disclose  Confidential  Information in connection  with
marketing and other similar activities in the ordinary course of business.

          (c) If any Seller,  Sellers' Representative or any of their respective
affiliates,  agents  or  representatives  are  requested  or  required  (by oral
question,  interrogatory,  request for information or documents, subpoena, civil
investigative   demand  or  similar   process)  to  disclose  any   Confidential
Information prior to the Closing, Sellers' Representative shall notify Purchaser
of such  request or  requirement  and shall  cooperate  with  Purchaser  so that
Purchaser may seek an appropriate  protective order or other appropriate remedy.
If such  protective  order or remedy is not  obtained,  any  Seller or  Sellers'
Representative,  as the case may be,  may  disclose  only  that  portion  of the
Confidential  Information to the Person compelling  disclosure as is required by
applicable Law or judicial process.

          (d) Notwithstanding anything to the contrary set forth in this Section
6.03, except as may be prohibited by applicable  securities Laws, the parties to
this Agreement and any of their respective  employees,  representatives or other
agents may disclose to any and all Persons,  without limitation of any kind, the
tax  treatment  and  tax  structure  of the  transactions  contemplated  by this
Agreement  and all  materials  of any kind  (including  opinions  or  other  tax
analyses) that are provided to such party relating to such tax treatment and tax
structure.

     Section 6.04. Regulatory Authorizations.

          (a) Each of the  parties  hereto  shall  use  commercially  reasonable
efforts  to  obtain,  or  cause  to be  obtained,  prior  to  the  Closing,  all
authorizations,  consents,  orders and approvals of all Governmental Authorities
that  are  or  become   necessary  for  the  consummation  of  the  transactions
contemplated  by this  Agreement,  and shall  cooperate fully with each other in
promptly  seeking  to  obtain  all such  authorizations,  consents,  orders  and
approvals.

          (b) Without  limiting the  generality of the  foregoing  provisions of
Section 6.04(a),  (i) Gentek U.S. shall use commercially  reasonable  efforts to
obtain,  prior to the Closing,  the ISRA  Approvals,  and (ii) each party hereto
shall make an  appropriate  filing,  if necessary,  pursuant to the HSR Act, the
Competition Act and the Investment  Canada Act with respect to the  transactions
contemplated by this Agreement  promptly after the date hereof and shall supply,
as promptly as practicable, to the

                                                                            -50-
<PAGE>

appropriate  Governmental Authorities any additional information and documentary
material  that  may be  requested  or  required  pursuant  to the HSR  Act,  the
Competition Act and the Investment Canada Act.

          (c) Notwithstanding  the foregoing  provisions of this Section 6.04 or
anything to the contrary  set forth in this  Agreement,  Purchaser  shall not be
required to hold  separate,  divest or cause a third party to  purchase,  Gentek
Holdings or any of its  Subsidiaries or any assets thereof,  including,  without
limitation,  any  property or  contract  rights,  any  existing  inventory,  any
accounts receivable, any correspondence or files, any customer lists or customer
information,  any advertising  materials,  any contracts or other  relationships
with suppliers, customers or distributors, or any Owned Intellectual Property or
Licensed Intellectual Property.

     Section 6.05.  Third Party Consents.  Gentek Holdings and its  Subsidiaries
shall use commercially  reasonable efforts to obtain,  prior to the Closing, all
third party consents and estoppel  certificates that are or become necessary for
the  consummation  of the  transactions  contemplated by this Agreement and such
other third party consents as Purchaser may reasonably request to consummate the
transactions contemplated hereby. Purchaser shall cooperate and use commercially
reasonable  efforts to assist Gentek Holdings and its  Subsidiaries in obtaining
such consents and estoppel certificates; provided, however, that Purchaser shall
not be  required  to  expend  any  money or offer  or  grant  any  accommodation
(financial or otherwise) to any third party in connection with such  cooperation
or efforts.

     Section 6.06.  Conveyance Taxes. Each party hereto shall be liable for, and
shall hold the other parties  hereto  harmless  from and against,  any transfer,
sales and use,  value  added,  stock  transfer and stamp  Taxes,  any  transfer,
recording,  registration  and other fees,  and any similar  Taxes and fees which
become payable in connection  with the sale and purchase of the Shares  pursuant
to this Agreement for which such party is primarily liable under applicable Law.

     Section  6.07.  Further  Action.  Each  of the  parties  hereto  shall  use
commercially  reasonable  efforts to take, or cause to be taken, all appropriate
action, do, or cause to be done, all things necessary, proper or advisable under
applicable Law, and execute and deliver,  or cause to be executed and delivered,
such documents and other papers,  in each case as may be reasonably  required to
carry out the provisions of this Agreement and consummate and make effective the
transactions contemplated by this Agreement,  including,  without limitation, in
the  case  of  Gentek  Holdings  and  its  Subsidiaries,  Sellers  and  Sellers'
Representative,  by assisting  Purchaser  with the  procurement of the financing
contemplated by the Best Efforts Letter or any  alternative  source of financing
contemplated by Section 6.09.

     Section 6.08. Sherwin-Williams Claims Matters.

          (a) Upon the Closing, Gentek U.S. shall assign to the Sherwin-Williams
Claims  Trust  (i) the  rights  and  benefits  of the  Pending  Sherwin-Williams
Litigation and the Sherwin-Williams Claims pursuant to the Assignment and

                                                                            -51-
<PAGE>

Assumption Agreement,  and (ii) such amount of the Preliminary Purchase Price as
the  Sellers'  Representative  may  direct to cover the  expenses  necessary  to
administer,  prosecute, settle and otherwise pursue the Pending Sherwin-Williams
Litigation and the Sherwin-Williams Claims (the "Initial Trust Deposit").

          (b) At all times  during the period  commencing  with the  Closing and
expiring on the third (3rd) anniversary of the Closing Date, Gentek Holdings and
its  Subsidiaries   (and  any  successor(s)   thereto)  shall  use  commercially
reasonable efforts, at the sole cost and expense of the Sherwin-Williams  Claims
Trust,  to  assist  and  cooperate  with the  Sherwin-Williams  Claims  trust to
administer and prosecute the Pending  Sherwin-Williams  Litigation and otherwise
pursue  the  Sherwin-Williams  Claims  by (i)  making  available  as  reasonably
requested (A) employees or witnesses of Gentek Holdings and its Subsidiaries, as
the case may be, for questioning,  any discovery  purposes  (including,  without
limitation,  propounding  or  responding  to  interrogatories),   testifying  or
otherwise appearing at depositions or other proceedings  relating to the Pending
Sherwin-Williams Litigation or the Sherwin-Williams Claims, and (B) files, books
and records of Gentek  Holdings  and its  Subsidiaries,  as the case may be, for
review, any discovery purposes, use at depositions or other proceedings relating
to the Pending  Sherwin-Williams  Litigation or the Sherwin-Williams  Claims, in
each  case,  without  the  necessity  of a  subpoena,  and (ii)  furnishing  the
Sherwin-Williams Claims Trust with such access to employees,  witnesses,  files,
books and records of Gentek Holdings and its  Subsidiaries,  as the case may be,
as the  Sherwin-Williams  Claims  Trust  may  reasonably  request  in  order  to
administer,  prosecute and settle the Pending  Sherwin-Williams  Litigation  and
otherwise  pursue the  Sherwin-Williams  Claims,  in each case,  upon reasonable
advance written notice; provided, however, that Sellers, Sellers' Representative
and the Sherwin-Williams  Claims Trust shall not unreasonably interfere with the
business and operations of Gentek Holdings and its Subsidiaries.

          (c) At all times  during the period  commencing  with the  Closing and
expiring on the third (3rd)  anniversary  of the Closing  Date,  (i)  Purchaser,
Gentek  Holdings and Gentek U.S. shall be entitled to attend and  participate in
all meetings, conferences and negotiations with Sherwin-Williams relating to the
Pending Sherwin-Williams  Litigation or the Sherwin-Williams Claims and (ii) the
Sherwin-Williams  Claims Trust shall,  (A) make available to Purchaser copies of
any  pleadings,  correspondence,  information,  records  or other  documents  as
Purchaser  may  reasonably  request,  (B) provide  Purchaser  with prior written
notice   of   all   hearings,   meetings,    conferences,    negotiations   with
Sherwin-Williams  and other proceedings and (C) provide Purchaser with notice of
all  other  material  developments,  in  each  case,  relating  to  the  Pending
Sherwin-Williams   Litigation,  or  the  conduct  and  status  thereof,  or  the
Sherwin-Williams  Claims.  From and  after the third  (3rd)  anniversary  of the
Closing  Date,  Sellers and  Sellers'  Representative  shall,  if  requested  by
Purchaser,  keep  Purchaser  reasonably  informed  of the status of the  Pending
Sherwin-Williams Litigation and the Sherwin-Williams Claims.

          (d) None of Gentek Holdings or any of its Subsidiaries or any of their
respective   affiliates  shall  settle  or  otherwise   compromise  the  Pending
Sherwin-Williams  Litigation or release any Sherwin-Williams  Claims without the
prior written

                                                                            -52-
<PAGE>

consent of the Sherwin-Williams  Claims Trust. Without Purchaser's prior consent
(which  consent  shall not be  unreasonably  withheld or  delayed),  neither the
Sherwin-Williams Claims Trust nor any other Person with control over the Pending
Sherwin-Williams  Litigation  and  the  Sherwin-Williams  Claims  following  the
Closing shall (i) settle or otherwise  compromise  the Pending  Sherwin-Williams
Litigation  or the  Sherwin-Williams  Claims or (ii)  liquidate,  distribute  or
otherwise transfer any property held in the Sherwin-Williams Claims Trust (other
than  the  reasonable  fees  of  the  Trustee)   unless,   prior  thereto,   the
Sherwin-Williams  Claims Trust or such other Person,  as the case may be, either
(x) receives an unconditional discharge or release by Sherwin-Williams of Gentek
Holdings  and  its  Subsidiaries  from  Sherwin-Williams  with  respect  to  any
counter-claims made in the Pending Sherwin-Williams Litigation or arising out of
the pursuit of the  Sherwin-Williams  Claims  (excluding  any  counter-claim  or
portion  thereof that is accrued in Closing Working Capital in the Final Closing
Adjustment Amount Statement), or (y) irrevocably relinquishes to Gentek Holdings
and its Subsidiaries all control over the conduct of any counter-claims  made in
the  Pending  Sherwin-Williams  Litigation  or arising out of the pursuit of the
Sherwin-Williams  Claims (excluding any counter-claim or portion thereof that is
accrued  in  Closing  Working  Capital in the Final  Closing  Adjustment  Amount
Statement).

          (e) Sellers and Sellers'  Representative  shall cause any successor to
the Trustee to execute a counter-part to this Agreement.  Any successor  Trustee
shall  be a  director  or  officer  of  Genstar  or a  U.S.  commercial  banking
institution holding trustee powers.

          (f)  Notwithstanding  anything  to the  contrary  set  forth  in  this
Agreement or any other  document  executed by the parties hereto with respect to
the Pending  Sherwin-Williams  Litigation or the  Sherwin-Williams  Claims, each
Seller, each holder of Options,  Sherwin-Williams  Claims Trust and the Sellers'
Representative  hereby waives,  to the fullest extent permitted under applicable
Law, and agrees not to assert,  any and all rights,  claims and causes of action
(including any and all claims for Liabilities,  losses,  damages,  claims, costs
and expenses,  interest,  awards, judgments and penalties incurred thereby) such
Person or any of its affiliates may have against  Purchaser,  Gentek Holdings or
any of their respective affiliates resulting from, arising out of or relating to
the  assignment  and  transfer  (including  any  failure  or defect  thereof  or
illegality  with  respect  thereto)  of the rights and  benefits  arising out of
Pending  Sherwin-Williams  Litigation and the Sherwin-Williams  Claims by Gentek
Holdings  and  its   Subsidiaries   to  the   Sherwin-Williams   Claims   Trust.
Notwithstanding the foregoing,  Purchaser,  Gentek Holdings and their respective
affiliates  hereby  waive and agree not to assert  any  failure  or defect in or
illegality of, or otherwise  challenge the enforceability of, the assignment and
transfer  of the rights and  benefits  arising  out of Pending  Sherwin-Williams
Litigation  and  the   Sherwin-Williams   Claims  by  Gentek  Holdings  and  its
Subsidiaries  to the  Sherwin-Williams  Claims  Trust.  In the  event  that  the
assignment  or  transfer  of the  rights  and  benefits  arising  out of Pending
Sherwin-Williams    Litigation   or   the   Sherwin-Williams   Claims   to   the
Sherwin-Williams Claims Trust is held by a court of competent jurisdiction to be
invalid,  illegal or incapable of being  enforced by any Law or public policy or
otherwise to compromise the enforceability of the claims asserted in the Pending
Sherwin-Williams Litigation or the Sherwin-Williams Claims,

                                                                            -53-
<PAGE>

Purchaser,  Gentek Holdings,  its  Subsidiaries and their respective  affiliates
shall, at the sole cost and expense of the  Sherwin-Williams  Claims Trust, take
(or cause to be taken),  and do (or cause to be done),  and execute (or cause to
be executed),  all things and documents necessary,  proper or advisable in order
to carry  out and  effectuate  to the  greatest  extent  possible,  in a legally
enforceable  manner,  the economic  intent of the assignment and transfer of the
rights and benefits arising out of Pending  Sherwin-Williams  Litigation and the
Sherwin-Williams Claims to the Sherwin-Williams Claims Trust, including, without
limitation,   by   collecting   all   proceeds   realized   from   the   Pending
Sherwin-Williams  Litigation or the pursuit of the  Sherwin-Williams  Claims and
promptly  contributing  such  proceeds,  less  costs,  (or an amount  equivalent
thereto) to the  Sherwin-Williams  Claims Trust in accordance  with the terms of
this Section 6.08.

          (g)  Notwithstanding  anything  to the  contrary  set  forth  in  this
Agreement,  Purchaser  agrees that breach of the terms of this  Section 6.08 may
cause irreparable loss to the Sherwin-Williams Claims Trust and that damages may
be  impossible to ascertain,  and therefore  hereby  consents to the granting of
equitable  relief by way of  temporary,  preliminary  and  permanent  injunctive
relief, by a court of competent jurisdiction, to prohibit such breach and compel
compliance with the terms of this Section 6.08.

          (h) The cash proceeds of any settlement of or judgment  related to the
Pending  Sherwin-Williams  Litigation and the  Sherwin-Williams  Claims realized
after the Closing (the "SVA Amount") shall be apportioned among Gentek Holdings,
on the one hand, and the  Sherwin-Williams  Claims Trust,  on the other hand, as
follows:

               (i) any SVA Amount  attributable  to periods prior to the Closing
shall be and become the property of the Sherwin-Williams  Claims Trust and shall
be promptly paid over to the Sherwin-Williams Claims Trust;

               (ii) any SVA Amount  attributable  to periods  after the  Closing
shall be apportioned among the Sherwin-Williams Claims Trust and Gentek Holdings
in  accordance  with the  Sharing  Formula,  and Gentek  Holdings  or any of its
Subsidiaries shall pay over to the Sherwin-Williams  Claims Trust promptly after
the  settlement  or  judgment  referred  to  above,  the TR  Share  in  cash  in
consideration for assignment by the Sherwin-Williams  Claims Trust of the rights
and benefits under any settlement or judgment contemplated by clause (A) of this
Section  6.08(h)(ii)  unless,  pursuant  to the  terms  of  such  settlement  or
judgment,  Gentek Holdings or any of its  Subsidiaries  receives such rights and
benefits.  Notwithstanding  the foregoing,  Gentek Holdings and its Subsidiaries
shall not be required to pay the TR Share to the  Sherwin-Williams  Claims Trust
and the Sherwin-Williams Claims Trust shall not be required to assign the rights
and  benefits  under any  settlement  or judgment  contemplated  by this Section
6.08(h)(ii)  (A) unless,  pursuant to the terms of such  settlement or judgment,
Sherwin-Williams  agrees or is required to  reimburse  Gentek  Holdings  and its
Subsidiaries  in cash for at least fifty percent (50%) of the costs  incurred by
Gentek  Holdings and its  Subsidiaries  after the Closing for the remediation of
Steel Peel Claims,  it being  understood,  and Sellers and the  Sherwin-Williams
Claims Trust hereby agree, that the Sherwin-Williams Claims Trust shall transfer
and assign to Gentek Holdings and its

                                                                            -54-
<PAGE>

Subsidiaries the rights and benefits of any settlement or judgment  contemplated
by  this  Section  6.08(h)(ii)(A),   or  (B)  if  the  Pending  Sherwin-Williams
Litigation or other Sherwin-Williams Claims are not settled or resolved pursuant
to a judgment on or prior to the third (3rd) anniversary of the Closing Date.

By way of example,  and for reference  purposes  only, in the event that (A) one
year  after  the  Closing,  the  Pending  Sherwin-Williams  Litigation  and  the
Sherwin-Williams  Claims  are  settled  and,  pursuant  to  the  terms  of  such
settlement, Sherwin-Williams agrees to pay an amount of cash ("X") in respect of
pre-Closing  items and to reimburse Gentek Holdings and its Subsidiaries in cash
for 75% of all costs incurred by Gentek Holdings and its Subsidiaries  after the
Closing for the  remediation of the Steel Peel Claims,  and (B) Gentek  Holdings
and its Subsidiaries  expended  $1,000,000 on remediating Steel Peel Claims from
the Closing Date to the time of such  settlement  at a rate of $2,739.73 per day
for such year, the SVA Amount (consisting of X (Section 6.08(h)(i)) and the cash
proceeds from Sherwin-Williams' 75% warranty) would be apportioned as follows:

                    (1) X would  be paid  over  to the  Sherwin-Williams  Claims
Trust; and

                    (2)  the TR  Share  of  $3,567,873  (i.e.,  $5,000,000  less
$242,836  (i.e.  the  present  value of all sums  expended  after the Closing in
remediating  any Steel  Peel  Claims  which are not being  reimbursed  to Gentek
Holdings and its  Subsidiaries by  Sherwin-Williams,  discounted at a rate of 6%
per annum) multiplied by 0.75) would be paid over to the Sherwin-Williams Claims
Trust.

     Section  6.09.  Purchaser  Financing  Arrangements.   Purchaser  shall  use
commercially  reasonable efforts to satisfy the requirements of the Best Efforts
Letter and to obtain the funding  contemplated  by and on the terms contained in
the Best Efforts  Letter,  or if the Best Efforts  Letter is  terminated or such
funds  shall not  otherwise  be  available,  shall use  commercially  reasonable
efforts to obtain an alternative  source of financing in order to consummate the
transactions  contemplated  hereby.  Following the date hereof,  any  amendment,
termination or cancellation of the Best Efforts Letter or any information  known
to  Purchaser,  which makes it unlikely to obtain the financing set forth in the
Best Efforts  Letter,  shall be promptly  disclosed to Sellers'  Representative.
Neither  Purchaser  nor  any  of  its  affiliates  shall  attempt,  directly  or
indirectly,  to intentionally  induce or encourage the exercise by the Arrangers
of any right not to fund any of the  financing  provided for in the Best Efforts
Letter.

     Section 6.10. Sellers' Representative. Sellers hereby irrevocably designate
Sellers' Representative to execute any and all instruments or other documents on
behalf  of  Sellers,  and to do any and all  other  acts or  things on behalf of
Sellers, which Sellers' Representative may deem necessary or advisable, or which
may be required pursuant to this Agreement, the Escrow Agreement or otherwise in
connection with the  consummation of the  transactions  contemplated  hereby and
thereby and the  performance of all  obligations  hereunder and thereunder at or
following  the  Closing.  Without  limiting  the  generality  of the  foregoing,
Sellers' Representative shall have the

                                                                            -55-
<PAGE>

full and  exclusive  authority to (i) agree with  Purchaser  with respect to any
matter or thing  required  or deemed  necessary  by Sellers'  Representative  in
connection with the provisions of this Agreement or the Escrow Agreement calling
for the agreement of Sellers, give and receive notices on behalf of all Sellers,
and act on behalf  of all  Sellers  in  connection  with any  matter as to which
Sellers are or may be obligated  under this  Agreement or the Escrow  Agreement,
all in the absolute discretion of Sellers'  Representative,  (ii) in general, do
all things and perform all acts,  including,  without limitation,  executing and
delivering  all  agreements,   certificates,   receipts,  consents,   elections,
instructions,  and other instruments or documents  contemplated by, or deemed by
Sellers'  Representative  to be necessary or advisable in connection  with, this
Agreement  or the Escrow  Agreement,  and (iii) take all  actions  necessary  or
desirable   in   connection   with  the  defense   and/or   settlement   of  any
indemnification  claims  pursuant to Article X and  performance  of  obligations
under Article II. Sellers shall cooperate with Sellers'  Representative  and any
accountants,  attorneys or other agents whom it may retain to assist in carrying
out its duties  hereunder.  All  decisions by Sellers'  Representative  shall be
binding upon all Sellers, and no Seller shall have the right to object, dissent,
protest or otherwise contest the same.  Sellers'  Representative may communicate
with any Seller or any other Person concerning his  responsibilities  hereunder,
but it is not required to do so. Sellers'  Representative has a duty to serve in
good faith the  interests  of Sellers and to perform its  designated  role under
this Agreement,  but Sellers'  Representative  shall have no financial liability
whatsoever to any Person relating to its service hereunder (including any action
taken or omitted to be taken),  except that it shall be liable for harm which it
directly  causes by an act of willful  misconduct.  Sellers shall  indemnify and
hold  harmless  Sellers'  Representative  against any loss,  expense  (including
reasonable  attorney's  fees) or other  liability  arising out of its service as
Sellers'  Representative  under this  Agreement,  other  than for harm  directly
caused by an act of willful misconduct.  Sellers'  Representative may not resign
without the prior written  consent of Purchaser.  Purchaser shall be entitled to
rely on the authority of Sellers'  Representative  as the agent,  representative
and  attorney-in-fact  of each Seller for all purposes  under this Agreement and
the  Escrow  Agreement  and  Purchaser  shall  have no  liability  for any  such
reliance.

     Section 6.11.  Notification  of Certain  Matters.  Sellers'  Representative
shall give prompt  notice to  Purchaser  of the  occurrence  or existence of any
fact,  circumstance or event which would be reasonably  likely to result,  as of
the  Closing,   in  the  failure  of  any  condition  precedent  to  Purchaser's
obligations under this Agreement.

     Section 6.12.  Settlement of Payables.  The parties agree that all payables
(except for trade  accounts  receivable  and payable in the  ordinary  course of
business)  between  Sellers,  the  holders of  Options,  Genstar or any of their
respective affiliates (other than Gentek Holdings and its Subsidiaries),  on the
one hand,  and Gentek  Holdings or any of its  Subsidiaries,  on the other hand,
shall be settled at or prior to the Closing, provided that such amounts have not
been accrued in accounts payable reflected in Working Capital as of the Closing.

                                                                            -56-
<PAGE>

     Section 6.13. Employees.

          (a) Purchaser  shall maintain the Cash Incentive  Bonus Award Plan and
other incentive  compensation  plans set forth in Section 6.13 of the Disclosure
Schedule  (collectively,  the  "Current  Incentive  Plans")  for  those  persons
employed by Gentek Holdings or any of its Subsidiaries  immediately prior to the
Closing, including those employees on vacation, leave of absence,  disability or
sick leave or layoff (whether or not such employees return to active  employment
with  Gentek  Holdings  or  any  of  its  Subsidiaries)  (each,  a  "Transferred
Employee",  and collectively,  the "Transferred  Employees") (if applicable) and
any other  service  providers  of  Gentek  Holdings  or any of its  Subsidiaries
participating  in the  Current  Incentive  Plans  immediately  prior to  Closing
(subject to the terms of the Current Incentive Plans) through December 31, 2003,
and shall make the payments  (including any amounts accrued thereunder as of the
Closing)  contemplated by the applicable Current Incentive Plans (if applicable)
in  accordance  with the  payment  schedule  pursuant to which  Purchaser  makes
comparable  payments  under its own incentive  plans.  If a  participant  in any
Current  Incentive  Plan is  terminated  without  "cause" or  resigns  for "good
reason"  (in each  case as such  terms are  defined  in the  applicable  Current
Incentive Plan or, if not so defined,  as reasonably  determined by Purchaser in
good  faith)  after the  Closing,  he or she will be vested in a portion  of the
benefit under the  applicable  Current  Incentive Plan accrued as of the date of
termination,  or, if not so accrued, to a portion of the annualized payment that
such  participant  would have received  under the applicable  Current  Incentive
Plan,  multiplied  by the number of days such person was an employee  during the
calendar year of 2003, divided by 365.

          (b) To the extent that service is relevant for purposes of eligibility
or vesting under any employee benefit plan,  program or arrangement  established
or maintained by Purchaser,  Gentek Holdings or any of its  Subsidiaries for the
benefit of any  Transferred  Employees,  Purchaser  shall  cause each such plan,
program or arrangement to credit such employees for service with Gentek Holdings
or any of its  Subsidiaries  on or prior to the  Closing to the extent that such
service is recognized for similar  purposes  under the same or similar  employee
benefit plans,  programs or  arrangements  in which the  applicable  Transferred
Employee participates prior to the Closing.

     Section 6.14.  Statement of Outstanding Draft Amounts.  On the date one (1)
business day immediately prior to the Closing Date, Sellers' Representative,  on
behalf of  Sellers,  shall  cause  Gentek  Holdings  to prepare  and  deliver to
Sellers'  Representative  and  Purchaser a statement  (which shall be reasonably
satisfactory  to Purchaser)  setting forth the aggregate face amount of all bank
checks drawn on the accounts of Gentek Holdings and its  Subsidiaries  that will
be  outstanding  and unpaid as of the close of business on the Closing Date (the
"Outstanding  Draft Amount"),  it being  understood  that, prior to the Closing,
none of Gentek Holdings or any of its  Subsidiaries  shall issue any bank checks
or take any other  action that would  result in an  increase in the  Outstanding
Draft Amount.

                                                                            -57-
<PAGE>

                                   ARTICLE VII.

                                   TAX MATTERS

     Section  7.01.  Allocation  of Taxes.  All Taxes and Tax  liabilities  with
respect to the income,  property or operations of Gentek  Holdings or any of its
Subsidiaries that relate to the Overlap Period shall be apportioned  between the
Pre-Closing Period and the period after the Closing Date as follows:  (i) in the
case of Taxes other than income,  sales and use and withholding  Taxes, on a per
diem basis, and (ii) in the case of income, sales and use and withholding Taxes,
as  determined  from the books and  records  of  Gentek  Holdings  or any of its
Subsidiaries as though the taxable year of Gentek Holdings and such Subsidiaries
terminated at the close of business on the Closing  Date.  Purchaser and Sellers
agree to the extent  permitted  by  applicable  Law to elect  with the  relevant
taxing authority to treat for all purposes the Closing Date as the last day of a
taxable period of Gentek Holdings and its Subsidiaries.

     Section 7.02. Controversies.

          (a) Purchaser  shall notify  Sellers'  Representative  upon receipt by
Purchaser  or any  affiliate  of Purchaser  (including  Gentek  Holdings and its
Subsidiaries after the Closing Date) of written notice of any inquiries, claims,
assessments,  audits or  similar  events  with  respect to Taxes  relating  to a
taxable  period  ending on or prior to the Closing Date for which Sellers may be
liable under this  Agreement  (any such  inquiry,  claim,  assessment,  audit or
similar event, a "Tax Matter").  Sellers'  Representative,  at its sole expense,
shall have the authority to represent the interests of Gentek Holdings or any of
its Subsidiaries with respect to any Tax Matter before the IRS, any other taxing
authority,  any other  governmental  agency or  authority or any court and shall
have the right to control the defense, compromise or other resolution of any Tax
Matter; provided, however, that Sellers' Representative shall not enter into any
settlement of or otherwise  compromise any Tax Matter that adversely  affects or
may adversely  affect the Tax liability of Purchaser,  Gentek Holdings or any of
its  Subsidiaries  or any affiliate of the foregoing for any period ending after
the Closing Date,  including the portion of the Overlap Period that is after the
Closing  Date,  without the prior written  consent of  Purchaser,  which consent
shall  not  be   unreasonably   withheld,   conditioned  or  delayed.   Sellers'
Representative  shall keep the Purchaser  fully and timely informed with respect
to the  commencement,  status and  nature of any Tax  Matter and shall,  in good
faith,  allow  Purchaser  to  make  comments  to  the  Sellers'  Representative,
regarding the conduct of or positions taken in any such proceeding.

          (b) Except as otherwise  provided in Section 7.02(a) above,  Purchaser
shall  have the sole  right to control  any audit or  examination  by any taxing
authority and contest,  resolve and defend against any assessment for additional
Taxes, notice of Tax deficiency or other adjustment of Taxes of, or relating to,
the income, assets or operations of Gentek Holdings and its Subsidiaries for all
taxable  periods;  provided,   however,  Purchaser  shall  not  enter  into  any
settlement of or otherwise  compromise any Tax matter that adversely  affects or
may adversely  affect Sellers with respect to their  obligations for Taxes under
this Agreement without the prior written consent of Sellers'

                                                                            -58-
<PAGE>

Representative, which consent shall not be unreasonably withheld, conditioned or
delayed;  provided further,  that upon receipt of written notice of any inquiry,
claim,  assessment,  audit or similar event with respect to a Tax matter arising
out of an Overlap  Period,  Purchaser  shall provide  written  notice thereof to
Sellers' Representative.

     Section 7.03. Tax Returns/Payment of Taxes.

          (a) After the  Closing  Date,  except as  otherwise  provided  herein,
Purchaser shall file or cause to be filed (and shall have the exclusive right to
file or cause to be filed) all Tax  Returns  (including  amended Tax Returns and
claims for  refunds)  of Gentek  Holdings  or any of its  Subsidiaries.  Any Tax
Return of Gentek  Holdings or any of its  Subsidiaries  which is filed after the
Closing Date and which  pertains to a  Pre-Closing  Period or an Overlap  Period
shall be (i) prepared in accordance with past practices to the extent  permitted
by applicable  law and (ii)  submitted  (with copies of relevant work papers and
other  documentation  then  available,  to  the  extent  such  work  papers  and
documentation  either solely  pertain to a Pre-Closing  Period or are not deemed
confidential by the Purchaser) to the Seller's  Representative  for approval not
less than thirty (30) calendar days prior to the due date for the filing of such
Tax Return,  which approval shall not be unreasonably  withheld,  conditioned or
delayed. If Seller's  Representative does not notify the Purchaser in writing of
any  objection  Seller's  Representative  may have to such Tax  Returns at least
fifteen  (15)  calendar  days  prior to the due date for the  filing of such Tax
Returns,  Seller's  Representative  shall be  deemed to have  approved  such Tax
Returns. For Tax Returns that relate solely to periods ending on or prior to the
Closing Date,  unless  otherwise  required by applicable  Law,  Purchaser  shall
follow Seller's  Representatives comments with respect to the reporting of items
on such Tax  Returns to the extent that  either (x)  pursuant to such  comments,
such items are treated in a manner  consistent with the past practices of Gentek
Holdings  and  its  Subsidiaries,  or  (y)  Purchaser  determines  in  its  sole
discretion  that such  comments  could not  adversely  affect  Purchaser  or its
Affiliates  (including Gentek Holdings and its Subsidiaries).  Any objections to
such Tax Returns  shall be  resolved by treating  items on such Tax Returns in a
manner   consistent   with  the  past  practices  of  Gentek  Holdings  and  its
Subsidiaries (as confirmed by an independent  accountant,  at the shared expense
of the parties, if necessary).  With respect to Taxes due after the Closing Date
that relate to the income,  property or operations of Gentek  Holdings or any of
its Subsidiaries for a Pre-Closing Period, to the extent such Taxes were not set
forth as a current  Liability  (or in  Closing  Net  Indebtedness)  on the Final
Closing Date Working Capital,  an amount shall be paid from the  Indemnification
Escrow to the  Purchasers  five (5) business  days prior to the due date of such
Taxes.

          (b) Except as required by  applicable  Law,  neither  Purchaser or any
affiliate of Purchaser shall (or shall cause or permit Gentek Holdings or any of
its Subsidiaries  to) amend,  refile or otherwise modify any Tax Return relating
in whole or part to Gentek Holdings or any of its  Subsidiaries  with respect to
any  taxable  year or period  ending on or before the Closing  Date  without the
prior written consent of the Seller's  Representative,  which consent may not be
unreasonably withheld, conditioned or delayed. Sellers' Representative may file,
or cause  Gentek  Holdings or any of its  Subsidiaries  to file,  an amended Tax
Return or claim for refund with respect to a taxable

                                                                            -59-
<PAGE>

year or period  ending  on or before  the  Closing  Date with the prior  written
consent  of  Purchaser,  which  consent  shall  not  be  unreasonably  withheld,
conditioned or delayed. Any Tax refund received by Purchaser, Gentek Holdings or
any of its Subsidiaries, and any amounts of overpayments of Tax credited against
Tax which Purchaser,  Gentek Holdings or any of its Subsidiaries otherwise would
be or would have been  required  to pay that relate to any  taxable  period,  or
portion  thereof,  ending on or before the Closing Date shall be for the account
of Sellers,  and Purchaser  shall pay over to Seller's  Representative  any such
refund or the amount of any such credit within  fifteen (15) calendar days after
it is actually received or so credited against Tax; provided,  however, that (i)
any Taxes that are imposed on Purchaser or any of its  Affiliates as a result of
a  disallowance  or  reduction of any Tax refund or credit with respect to which
Purchaser has made a payment to Sellers  pursuant to this Section  7.03(b) shall
be treated as a Tax for which  Sellers  are  obligated  to  indemnify  Purchaser
pursuant to Section  10.04(a)(ii)  hereof as if it  resulted  from a breach of a
representation set forth in Section 4.17 without any exclusions or defenses, and
(ii) nothing in this Section  7.03(b)  shall  require  Purchaser to disclose any
confidential  information to Sellers  (including,  without  limitation,  its Tax
Returns).

     Section 7.04. Prior Tax Agreements.  Sellers shall terminate or cause to be
terminated  any and  all of the  tax  sharing,  allocation,  indemnification  or
similar  agreements,   arrangements  or  undertakings  in  effect,   written  or
unwritten,  on the  Closing  Date as between  any Seller or any  predecessor  or
affiliate  thereof,  on  the  one  hand,  and  Gentek  Holdings  or  any  of its
Subsidiaries,  on the other hand,  for all Taxes  imposed by any  government  or
taxing authority,  regardless of the period in which such Taxes are imposed, and
there shall be no  continuing  obligation  to make any  payments  under any such
agreements, arrangements or undertakings.

     Section 7.05.  Assistance  and  Cooperation.  Sellers'  Representative  and
Purchaser and its  Affiliates  shall at the  requesting  party's  expense:  make
available to the other and to any Taxing  authority as reasonably  requested all
information, records, and documents relating to Taxes concerning Gentek Holdings
and its Subsidiaries for Pre-Closing periods; make available to the other and to
any Taxing  authority as reasonably  requested  (during normal  business  hours)
employees  and  independent  auditors  to provide  explanations  and  additional
information   relating  to  Taxes   concerning  the  Gentek   Holdings  and  its
Subsidiaries  for  Pre-Closing  Periods;  and retain any books and records  that
could  reasonably  be  expected to be  necessary  or useful in  connection  with
Sellers' Representative's or Purchaser's preparation, as the case may be, of any
Tax Return, or for any audit, examination, or proceeding relating to Taxes. Such
books and  records  shall be retained  until the  expiration  of the  applicable
statute of limitations (including extensions thereof to the extent the party has
been  notified  thereof);  provided,  however,  that in the  event of an  audit,
examination,  investigation  or  proceeding  has  been  instituted  prior to the
expiration  of the  applicable  statute of  limitations  (or in the event of any
claim under this Agreement), the books and records shall be retained until there
is a final  determination  thereof  (and the time for any appeal  has  expired);
provided  further,  however,  that nothing in this Section 7.05 shall  require a
party to retain any books or records beyond six (6) years after the Closing Date
if the Seller's  Representative or Purchaser, as the case may be, has offered in

                                                                            -60-
<PAGE>

writing to  deliver  such  books and  records  to the other  party (at the other
party's  expense) and the other party  either  declined to accept such books and
records or failed to respond to such request  within ninety (90) calendar  days.

     Section 7.06. Survival.  Notwithstanding  anything in this Agreement to the
contrary,  the  provisions  of this  Article  VII shall  survive  for sixty (60)
calendar  days after the full  period of all  statutes  of  limitations  (giving
effect to any waiver, mitigation or extension thereof).

                                  ARTICLE VIII.

                              CONDITIONS TO CLOSING

     Section 8.01. Conditions to Obligations of Sellers, Sellers' Representative
and Purchaser.  The  obligations  of each Seller,  Sellers'  Representative  and
Purchaser to consummate the transactions contemplated by this Agreement shall be
subject to the fulfillment, at or prior to the Closing, of each of the following
conditions:

          (a) HSR Act, Act,  Competition Act and Investment  Canada Act. Any and
all  waiting  periods  (and any  extensions  thereof)  under  the HSR  Act,  the
Competition  Act and the Investment  Canada Act  applicable to the  transactions
contemplated by this Agreement shall have expired or shall have been terminated.

          (b) Regulatory  Consents and Approvals.  Purchaser and Gentek Holdings
and its Subsidiaries shall have received all  authorizations,  consents,  orders
and approvals of all  Governmental  Authorities that are necessary to consummate
the transactions contemplated by this Agreement,  including, without limitation,
the ISRA Approvals.

          (c) No  Governmental  Order.  No  Governmental  Authority  shall  have
enacted, issued, promulgated,  enforced or entered any Law or Governmental Order
which is in effect and has the effect of making the transactions contemplated by
this Agreement illegal or otherwise  restraining or prohibiting the consummation
of the transactions contemplated by this Agreement.

          (d) No Proceeding or  Litigation.  No Action shall have been commenced
by or before any Governmental  Authority against any Seller or Purchaser seeking
to restrain or materially and adversely alter the  transactions  contemplated by
this Agreement  which, in the reasonable,  good faith  determination of Sellers'
Representative  or Purchaser is likely to prevent the parties from  consummating
the  transactions  contemplated  this  Agreement;  provided,  however,  that the
provisions  of this  Section  8.01(d)  shall not  apply to any  party  which has
directly or indirectly solicited or encouraged any such Action.

          (e)  Compliance  with FIRPTA.  Sellers'  Representative  and Purchaser
shall have received from Gentek Holdings a certificate, in form and substance

                                                                            -61-
<PAGE>

reasonably  satisfactory to Sellers'  Representative and Purchaser,  signed by a
duly  authorized  officer of Gentek  Holdings  and  certifying  pursuant  to ss.
1.897-2(h) of the Treasury  Regulations that the stock of Gentek Holdings is not
a United States real property  interest  within the meaning of ss.  897(c)(1) of
the Code.

     Section 8.02.  Additional  Condition to Obligations of Sellers and Sellers'
Representative.  The obligations of each Seller and Sellers'  Representative  to
consummate the  transactions  contemplated by this Agreement shall be subject to
the fulfillment, at or prior to the Closing, of each of the following additional
conditions:  (a) the  representations  and warranties of Purchaser  contained in
this Agreement  that are not qualified by materiality  shall be true and correct
in all  material  respects as of the Closing Date with the same force and effect
as if  made  as of  the  Closing  Date  (other  than  such  representations  and
warranties  as are made as of  another  date,  which  shall  have  been true and
correct in all material respects as of such other date); (b) the representations
and  warranties of Purchaser  contained in this  Agreement that are qualified by
materiality  shall be true and correct in all  respects as of the Closing  Date,
with the same force and effect as if made as of the  Closing  Date  (other  than
such  representations and warranties as are made as of another date, which shall
have been true and  correct  in all  respects  as of such other  date);  (c) the
covenants  and  agreements  contained in this  Agreement to be complied  with by
Purchaser on or before the Closing shall have been complied with in all material
respects; and (d) Sellers' Representative shall have received a certificate from
Purchaser  with respect to the matters set forth in the  preceding  clauses (a),
(b) and (c) signed by a duly authorized officer thereof.

     Section 8.03.  Additional  Conditions  to  Obligations  of  Purchaser.  The
obligations of Purchaser to consummate  the  transactions  contemplated  by this
Agreement shall be subject to the  fulfillment,  at or prior to the Closing,  of
each of the following additional conditions:

          (a) Representations and Warranties of Sellers, Gentek Holdings, Gentek
U.S., Gentek Canada and Sellers'  Representative.  (i) The  representations  and
warranties  of  Sellers,  Gentek  Holdings,  Gentek  U.S.,  Gentek  Canada,  the
Sherwin-Williams  Claims  Trust and  Sellers'  Representative  contained in this
Agreement  shall be true and correct as of the Closing  Date with the same force
and effect as if made as of the Closing  Date  (other than such  representations
and  warranties as are made as of another  date,  which shall have been true and
correct as of such other date), with only such exceptions as, individually or in
the aggregate,  do not have a Material Adverse Effect (provided,  however,  that
(A) for  purposes  of  determining  the  accuracy  of such  representations  and
warranties,   all  "Material  Adverse  Effect"  and  materiality  qualifications
contained  therein  shall be  disregarded,  and (B) the  exception  set forth in
clause (i) of this Section  8.03(a) shall not apply to the  representations  and
warranties  set forth in Article  III,  Section  4.02 and the first  sentence of
Section  4.07,  each of  which  representation  and  warranty  shall be true and
correct  in  all  material  respects  as of the  Closing  Date,  or if any  such
representations  and warranties  are made as of another date,  such other date);
(ii) the covenants  and  agreements  contained in this  Agreement to be complied
with by Sellers, Gentek Holdings, Gentek U.S., Gentek Canada, Sherwin-

                                                                            -62-
<PAGE>

Williams Claims Trust or Sellers'  Representative on or before the Closing shall
have been complied with in all material  respects;  (iii)  Purchaser  shall have
received a certificate from Sellers'  Representative with respect to the matters
set  forth  in  the  preceding  clauses  (i)  and  (ii)  (relating  to  Sellers'
Representative),  signed by a duly authorized  officer  thereof;  (iv) Purchaser
shall have received a certificate  from the  Sherwin-Williams  Claims Trust with
respect to the matters set forth in the preceding clauses (i) and (ii) (relating
to the  Sherwin-Williams  Claims  Trust),  signed by the Trustee;  (v) Purchaser
shall have received a certificate  from  Sellers'  Representative,  on behalf of
Sellers,  with respect to the matters set forth in the preceding clauses (i) and
(ii) (relating to Sellers),  signed by a duly authorized  officer  thereof;  and
(vi) Purchaser shall have received a certificate  from each of Gentek  Holdings,
Gentek U.S.  and Gentek  Canada,  respectively,  with respect to the matters set
forth  in the  preceding  clauses  (i) and  (ii)  (relating  to  each of  Gentek
Holdings,  Gentek  U.S.  and  Gentek  Canada,  respectively)  signed  by a  duly
authorized officer thereof.

          (b) Good  Standing  Certificates.  Purchaser  shall  have  received  a
certificate  from the  Secretary of State or other  appropriate  official of the
respective  jurisdictions of  incorporation of Gentek Holdings,  Gentek U.S. and
Gentek  Canada to the effect that each such  corporation  is in good standing or
subsisting  in such  jurisdiction  and listing all charter  documents  of Gentek
Holdings and such Subsidiaries on file therewith.

          (c) Third Party Approvals.  Gentek Holdings and its Subsidiaries shall
have received all authorizations,  consents, orders and approvals of all Persons
(other than Governmental Authorities) that are set forth in Schedule III hereto.

          (d) Purchaser  Financing  Arrangements.  Purchaser shall have received
the proceeds of the financing contemplated in the Best Efforts Letter.

          (e) Payment of Indebtedness.  Purchaser shall have received  customary
evidence, in form and substance reasonably satisfactory to Purchaser (including,
without  limitation,   customary  pay-off  letters  from  the  holders  of  such
Indebtedness  delivered to the Purchaser by the Sellers'  Representative),  that
(i) all  Indebtedness  of the  Company  set forth in  Schedule II hereto that is
outstanding as of  immediately  prior to the Closing will be repaid at and as of
the Closing, and (ii) all arrangements providing for mortgage and lien releases,
canceled  notes,  trademark and patent  assignments and other similar matters in
connection with the payment of such Indebtedness have been made.

          (f)  Genstar  Management  Agreement.  Purchaser  shall  have  received
evidence, in form and substance reasonably  satisfactory to Purchaser,  that the
Management Advisory and Consulting Services Agreement,  dated as of December 15,
1994, as amended as of March 27, 2002, among Gentek  Holdings,  Inc., a Delaware
corporation,  Gentek  Buildings  Products,  Inc.,  a Delaware  corporation,  and
Genstar Investment Corporation,  has been terminated and has no further force or
effect.

                                                                            -63-
<PAGE>

                                   ARTICLE IX.

                             TERMINATION AND WAIVER

     Section  9.01.  Termination.  This  Agreement  may be  terminated  and  the
transactions  contemplated  hereby  may be  abandoned  at any time  prior to the
Closing:

          (a) by the mutual  written  consent  of  Sellers'  Representative,  on
behalf of Sellers, and Purchaser;

          (b) by Sellers' Representative, on behalf of Sellers, or Purchaser, if
the Closing shall not have occurred by October 31, 2003; provided, however, that
the right to terminate  this Agreement  under this Section  9.01(b) shall not be
available to any party hereto whose actions or failure to fulfill any obligation
under this  Agreement  shall have been the cause of, or shall have  resulted in,
the failure of the Closing to occur on or prior to such date and such actions or
failure to act constitutes a breach of this Agreement;

          (c) by Sellers' Representative, on behalf of Sellers, or Purchaser, if
there shall have been  enacted,  issued,  promulgated  or enforced  any Law that
makes  the  consummation  of the  transactions  contemplated  by this  Agreement
illegal,  or  any  Governmental  Order  permanently  restraining,  enjoining  or
otherwise  prohibiting  the parties hereto from  consummating  the  transactions
contemplated by this Agreement,  and such  Governmental  Order shall have become
final and non-appealable;  provided,  however,  that the right to terminate this
Agreement  under this Section 9.01(c) shall not be available to any party hereto
as a result of the  imposition of a  Governmental  Order unless such party shall
have used commercially  reasonable  efforts to oppose such Governmental Order or
to have such Governmental Order vacated or made inapplicable to the transactions
contemplated by this Agreement;

          (d) by Sellers' Representative, on behalf of Sellers, if following the
date hereof, (i) any  representation or warranty of Purchaser  contained in this
Agreement  shall  have  become  inaccurate  in any  material  respect,  or  (ii)
Purchaser shall have failed in any material  respect to comply with any covenant
or agreement  contained in this Agreement to be complied with by it prior to the
Closing;  provided,  however,  that notwithstanding the foregoing,  in the event
that any such  inaccuracy  or breach is  curable  by  Purchaser,  then  Sellers'
Representative  shall not be permitted to terminate this  Agreement  pursuant to
this  Section  9.01(d)  until the  earlier to occur of (i) the  expiration  of a
thirty (30) calendar day period after  delivery of written  notice from Sellers'
Representative  to Purchaser of such  inaccuracy or breach,  as applicable,  and
(ii) the ceasing by Purchaser  to exercise  commercially  reasonable  efforts to
cure such inaccuracy or breach, as applicable, provided that Purchaser continues
to exercise  commercially  reasonable efforts to cure such inaccuracy or breach,
as  applicable  (it  being  understood  that  Sellers'  Representative  may  not
terminate this Agreement  pursuant to this Section 9.01(d) if such inaccuracy or
breach is cured by Purchaser within such thirty-calendar day period);

                                                                            -64-
<PAGE>

          (e) by Purchaser if, following the date hereof, (i) any representation
or  warranty  of  Sellers,   the   Sherwin-Williams   Claims   Trust,   Sellers'
Representative,  Gentek Holdings, Gentek U.S. or Gentek Canada contained in this
Agreement shall have become inaccurate in any material  respect,  or (ii) any of
the Sellers, the Sherwin-Williams Claims Trust, Sellers' Representative,  Gentek
Holdings, Gentek U.S. or Gentek Canada shall have failed in any material respect
to comply with any  covenant or  agreement  contained  in this  Agreement  to be
complied  with by any of them  prior to the  Closing;  provided,  however,  that
notwithstanding  the foregoing,  in the event that any such inaccuracy or breach
is curable by the applicable Seller, the Sherwin-Williams Claims Trust, Sellers'
Representative,  Gentek Holdings,  Gentek U.S. or Gentek Canada,  as applicable,
then Purchaser  shall not be permitted to terminate  this Agreement  pursuant to
this  Section  9.01(e)  until the  earlier to occur of (i) the  expiration  of a
thirty (30) calendar day period after  delivery of written notice from Purchaser
to Sellers' Representative of such inaccuracy or breach, as applicable, and (ii)
the  ceasing  by the  applicable  Seller,  the  Sherwin-Williams  Claims  Trust,
Sellers'  Representative,  Gentek  Holdings,  Gentek U.S. or Gentek  Canada,  as
applicable,  to exercise commercially reasonable efforts to cure such inaccuracy
or  breach,   as   applicable,   provided  that  the  applicable   Seller,   the
Sherwin-Williams Claims Trust, Sellers' Representative,  Gentek Holdings, Gentek
U.S.  or Gentek  Canada,  as  applicable,  continues  to  exercise  commercially
reasonable  efforts to cure such  inaccuracy or breach,  as applicable (it being
understood  that  Purchaser may not terminate  this  Agreement  pursuant to this
Section 9.01(e) if such inaccuracy or breach is cured by the applicable  Seller,
Sellers'  Representative,  Gentek  Holdings,  Gentek U.S. or Gentek  Canada,  as
applicable, within such thirty-calendar day period); or

          (f) by  Sellers'  Representative,  on behalf of  Sellers,  if the Best
Efforts  Letter is withdrawn  and  Purchaser  has failed to procure  alternative
financing  arrangements  sufficient to consummate the transactions  contemplated
hereby within  fifteen (15) calendar days  thereafter  (it being  understood and
hereby agreed that Purchaser  shall notify  Sellers'  Representative  in writing
promptly  upon  receipt  by  Purchaser  or  any of  its  representatives  of any
notification that the Best Efforts Letter is being withdrawn).

     Section 9.02. Effect of Termination.

               (a) If this  Agreement is terminated  pursuant to Section 9.01 by
Purchaser  or  Sellers'  Representative,  on behalf of Sellers,  written  notice
thereof  shall be given to the other party  specifying  the provision of Section
9.01 pursuant to which such  termination is made,  and this  Agreement  shall be
terminated and there shall be no liability  hereunder on the part of the parties
hereto,  except that the  provisions  of Section 6.03,  this Section  9.02,  and
Article XI shall  survive any  termination  of this  Agreement.  Nothing in this
Section 9.02 shall relieve any party of liability for any willful breach of this
Agreement.

               (b) In the event that  Sellers'  Representative  shall  terminate
this Agreement pursuant to Section 9.01(b) and the condition precedent set forth
in  Section  8.03(d)  is the only  condition  precedent  to the  obligations  of
Purchaser set forth in

                                                                            -65-
<PAGE>

Article VIII that is not  satisfied  at such time,  then within two (2) calendar
days after such termination, Purchaser shall pay to Gentek Holdings and Sellers'
Representative an amount in cash, payable in immediately  available funds, equal
to Seven Hundred and Fifty Thousand Dollars ($750,000). Notwithstanding anything
to the contrary set forth in this  Agreement,  the fee  provisions  set forth in
this Section 9.02(b) shall be the sole and exclusive remedy of Sellers, Sellers'
Representative,  Gentek Holdings,  Gentek U.S. and Gentek Canada, and represents
liquidated  damages,  for any and all claims  arising out of the  termination of
this Agreement under the circumstances set forth in this Section 9.02(b),  other
than  pursuant  to  claims  arising  out of  fraud,  willful  misconduct  or any
intentional breach of the agreements and covenants set forth in this Agreement.

     Section 9.03. Waiver.

          (a) Sellers' Representative,  on behalf of Sellers, may (i) extend the
time for the performance of any of the obligations or other acts of Purchaser or
any  of  the  obligations  or  other  acts  of  Gentek  Holdings  or  any of its
Subsidiaries to be performed after the Closing,  (ii) waive any  inaccuracies in
the  representations  and  warranties  of Purchaser  contained  herein or in any
document delivered by Purchaser pursuant hereto, (iii) waive compliance with any
of  the  agreements  of  Purchaser  contained  herein  or,  after  the  Closing,
compliance  with  any  of  the  agreements  of  Gentek  Holdings  or  any of its
Subsidiaries  contained herein, or (iv) waive any condition contained in Section
8.01 or Section  8.02  (other  than the  condition  to closing in respect of the
receipt of the ISRA Approvals, which may not be waived by any party hereto). Any
such  extension or waiver shall be valid only if set forth in an  instrument  in
writing signed by Sellers' Representative.

          (b)  Purchaser may (i) extend the time for the  performance  of any of
the obligations or other acts of any Seller, the Sherwin-Williams  Claims Trust,
Sellers' Representative,  Gentek Holdings or any of its Subsidiaries, (ii) waive
any inaccuracies in the representations and warranties of Gentek Holdings or its
Subsidiaries,  any Seller or Sellers' Representative  contained herein or in any
document  delivered by Gentek Holdings or its Subsidiaries,  or any Seller,  the
Sherwin Williams Claims Trust, or Sellers' Representative pursuant hereto, (iii)
waive  compliance  with any of the  agreements of Gentek  Holdings or any of its
Subsidiaries,  or any Seller,  the  Sherwin-Williams  Claims Trust,  or Sellers'
Representative  contained  herein,  or (iv)  waive any  condition  contained  in
Section 8.01 or Section 8.03 (other than the  condition to closing in respect of
the receipt of the ISRA Approvals, which may not be waived by any party hereto).
Any such  extension or waiver shall be valid only if set forth in an  instrument
in writing signed by Purchaser.

          (c) Any waiver of any term or  condition  shall not be  construed as a
waiver  of any  subsequent  breach  or a  subsequent  waiver of the same term or
condition,  or a waiver of any other term or condition,  of this Agreement.  The
failure of any party to assert any of its rights  hereunder shall not constitute
a waiver of any of such rights.

                                                                            -66-
<PAGE>

                                   ARTICLE X.

                                 INDEMNIFICATION

     Section  10.01.  Survival of  Representations,  Warranties,  Covenants  and
Obligations.  The  representations  and  warranties  contained in this Agreement
shall survive the Closing until the first (1st) anniversary  thereof;  provided,
however,  that (i) the  representations and warranties set forth in Section 3.01
(Authority),  Section  3.05  (Ownership  of Shares and Options) and Section 4.02
(Capital Stock of Gentek Holdings,  Gentek U.S. and Gentek Canada) shall survive
indefinitely,  (ii) the representations and warranties set forth in Section 4.10
(Environmental  Matters)  shall  survive  the  Closing  until  the  third  (3rd)
anniversary  thereof,  and (iii) the representations and warranties set forth in
Section 4.17 (Taxes)  shall  survive the Closing  until sixty (60) calendar days
after the expiration of the applicable  statute of  limitations.  The agreements
and  covenants  contained  in  this  Agreement  shall  survive  the  Closing  in
accordance  with their  respective  terms. If written notice of a claim has been
given prior to the  expiration of the  applicable  representations,  warranties,
covenants or obligations  then such  representations,  warranties,  covenants or
obligations,  as the case may be, shall survive as to such claim until the claim
has been finally resolved.

     Section  10.02.  Exclusive  Remedy.  Except  in cases  of fraud or  willful
misconduct,  from and after the Closing,  the sole and  exclusive  remedy of the
parties  hereto and their  respective  affiliates  (after  giving  effect to the
consummation of the transactions contemplated by this Agreement) with respect to
any and all claims  resulting  from,  arising  out of or relating to the subject
matter of this Agreement  shall be the  indemnification  provisions set forth in
this Article X. In  furtherance  of the  foregoing,  each of the parties  hereto
hereby waives, to the fullest extent permitted under applicable Law, any and all
other rights,  claims and causes of action it or any of its  affiliates may have
(excluding rights,  claims or causes of action of any party under this Article X
or for fraud or willful misconduct), from and after the Closing, against each of
the other  parties  hereto  and their  respective  affiliates  and each of their
respective officers, directors,  employees, agents and representatives resulting
from, arising out of or relating to the subject matter of this Agreement.

     Section 10.03. Indemnification by Purchaser. Purchaser shall indemnify each
Seller and Sellers'  Representative and their respective  affiliates and each of
their respective officers, directors,  employees, agents, successors and assigns
(each an  "Indemnified  Seller  Party")  with  respect to, and hold each of them
harmless from and against,  any and all liabilities,  losses,  damages,  claims,
costs and  expenses,  interest,  awards,  judgments  and  penalties  (including,
without  limitation,  attorneys' and  consultants'  fees and expenses)  actually
suffered,  incurred or  sustained by any of them or to which any of them becomes
subject  (including,   without  limitation,  any  Action  brought  or  otherwise
initiated by any of them) (each, an "Indemnified Seller Loss"),  resulting from,
arising out of or relating to (i) the failure of any  representation or warranty
made by  Purchaser  contained  in this  Agreement  to be true and correct in all
respects as of the date hereof and as of the Closing  Date  (determined  without
giving  effect  to  any  "material,"   "Material   Adverse  Effect"  or  similar
qualification), (ii) any

                                                                            -67-
<PAGE>

breach  of any  covenant  or  agreement  made  by  Purchaser  contained  in this
Agreement or the Escrow Agreement, (iii) any breach of any covenant or agreement
to be  performed  after the  Closing by Gentek  Holdings,  Gentek U.S. or Gentek
Canada and  contained in this  Agreement or the Escrow  Agreement,  (iv) (A) any
collective bargaining agreement applicable to any Transferred Employee,  (B) any
claim made by any Transferred Employee for any severance or termination benefits
pursuant to the provisions of any plan, program or arrangement or any applicable
federal  or state  law,  (C) any suit or claim of  violation  under  the  Worker
Adjustment and Retraining  Notification Act of 1988, as amended through the date
hereof,  for any actions taken by  Purchaser,  Gentek  Holdings,  Gentek U.S. or
Gentek Canada on or after the Closing Date with respect to any facility, site of
employment,  operating unit or Transferred Employee,  (D) any action taken on or
after the Closing  Date by  Purchaser,  Gentek  Holdings,  Gentek U.S. or Gentek
Canada with respect to any Employee Plan, (E) any claim for payments or benefits
by  Transferred  Employees,  Transferred  Former  Employees or their  respective
beneficiaries  under any Employee  Plan,  (v) any and all Steel Peel Claims,  or
(vi) the conduct of the Business or any other  action or omission by  Purchaser,
Gentek  Holdings,  Gentek U.S.,  Gentek Canada or any of their  Subsidiaries  or
affiliates on or after the Closing Date, provided, however, that Purchaser shall
not be required to  indemnify  Sellers  pursuant to this  Section  10.03 for any
liabilities  resulting from, arising out of or relating to the matters set forth
in clauses (iv) or (vi) above if such  liabilities  result from, arise out of or
relate to a breach of any  representation  or warranty made by Gentek  Holdings,
Gentek U.S. or Gentek  Canada in this  Agreement or otherwise are for or related
to Taxes for Pre-Closing Periods or for which Sellers are otherwise liable under
this  Agreement  (other than Taxes  resulting  from actions taken on the Closing
Date after the Closing that are outside the ordinary course of business).

     Section 10.04.  Indemnification by Sellers and the Sherwin-Williams  Claims
Trust.

          (a) Sellers shall severally, and not jointly, indemnify Purchaser, its
affiliates (including, after the Closing, Gentek Holdings and its Subsidiaries),
and their respective  officers,  directors,  employees,  agents,  successors and
assigns (each an "Indemnified  Purchaser Party"), and hold each of them harmless
from and against, any and all liabilities,  losses,  damages,  claims, costs and
expenses,   interest,  awards,  judgments  and  penalties  (including,   without
limitation,  attorneys' and consultants' fees and expenses)  actually  suffered,
incurred or  sustained  by any of them or to which any of them  becomes  subject
(including, without limitation, any Action brought or otherwise initiated by any
of them) (an "Indemnified  Purchaser Loss"),  resulting from,  arising out of or
relating to (i) the failure of any  representation  or warranty  made by Sellers
contained  in this  Agreement  to be true and correct in all  respects as of the
date hereof and as of the Closing Date (determined  without giving effect to any
"material," "Material Adverse Effect" or similar qualification,  whether in such
representation and warranty or any defined term contained in such representation
and warranty and, with respect to Section 4.17 (Taxes) only,  determined without
giving  effect to any matters set forth in the  Disclosure  Schedule),  (ii) the
failure of any representation or warranty made by Sellers'  Representative,  the
Sherwin-Williams  Claims Trust,  Gentek  Holdings,  Gentek U.S. or Gentek Canada
contained in this Agreement to be true and correct in all

                                                                            -68-
<PAGE>

respects as of the date hereof and as of Closing Date (determined without giving
effect to any "material,"  "Material  Adverse Effect" or similar  qualification,
whether in such  representation  and warranty or any defined  term  contained in
such representation and warranty and, with respect to Section 4.17 (Taxes) only,
determined  without  giving  effect to any matters  set forth in the  Disclosure
Schedule), (iii) any breach of any covenant or agreement by Sellers contained in
this  Agreement,  (iv) any breach of any  covenant or  agreement to be performed
before or through the Closing by Sellers'  Representative,  the Sherwin-Williams
Claims Trust,  Gentek  Holdings,  Gentek U.S. or Gentek Canada contained in this
Agreement  or the  Escrow  Agreement,  and (v) the  Sherwin-Williams  Litigation
Liabilities and the Sherwin-Williams Claims, to the extent that such Liabilities
have not been accrued in Working Capital as of the Closing.  Notwithstanding the
foregoing  but without  prejudicing  any right or  entitlement  of  Purchaser to
receipt of full  indemnification  under this  Article X from  monies held in the
Indemnification  Escrow,  no Seller  shall have any  indemnification  obligation
under  this  Section  10.04  with  respect  to any  Indemnified  Purchaser  Loss
resulting from,  arising out of or relating to any breach of any  representation
or warranty made by any other Seller  contained in this  Agreement or any breach
of any  covenant or agreement  by any other  Seller in this  Agreement.  For any
Indemnified  Purchaser  Loss resulting  from,  arising out of or relating to any
breach of any representation or warranty made by Gentek Holdings, Gentek U.S. or
Gentek  Canada  contained  in this  Agreement  or any breach of any  covenant or
agreement by Sellers'  Representative,  Gentek  Holdings,  Gentek U.S. or Gentek
Canada in this  Agreement,  the maximum  amount that may be  recovered  from any
Seller shall be the amount of such Indemnified Purchaser Loss multiplied by such
Seller's Percentage Share; provided,  that the foregoing shall not prejudice any
right or entitlement of Purchaser to receipt of full indemnification  under this
Article  X  from  monies  held  in  the  Indemnification  Escrow.

          (b) The Sherwin-Williams Claims Trust shall indemnify each Indemnified
Purchaser  Party,  and  hold  each  of  them  harmless  from  and  against,  any
Indemnified  Purchaser Loss,  resulting from,  arising out of or relating to (i)
the  failure of any  representation  or  warranty  made by the  Sherwin-Williams
Claims Trust  contained in this Agreement to be true and correct in all respects
as of the date  hereof and as of the Closing  Date  (determined  without  giving
effect to any "material,"  "Material  Adverse Effect" or similar  qualification,
whether in such  representation  and warranty or any defined  term  contained in
such representation and warranty),  (ii) any breach of any covenant or agreement
by the  Sherwin-Williams  Claims Trust contained in this Agreement and (iii) the
Sherwin-Williams  Litigation  Liabilities,  to the extent that such  Liabilities
have not been accrued in Working Capital as of the Closing,  provided,  however,
that no Purchaser  Indemnified Party shall exercise its right to indemnification
pursuant   to  this   Section   10.04(b)   unless  the  funds   comprising   the
Indemnification  Escrow are insufficient or are otherwise unavailable to satisfy
such Indemnified Purchaser Losses.

                                                                            -69-
<PAGE>

     Section 10.05. Indemnification Claim and Notice of Loss.

          (a) An Indemnified  Seller Party or Indemnified  Purchaser Party (each
an "Indemnified Party") shall give Purchaser or Sellers'  Representative and the
Sherwin-Williams  Claims  Trust,  as  the  case  may be (in  such  capacity,  an
"Indemnifying  Party"),  notice of any matter,  other than a Third Party  Claim,
which such  Indemnified  Party has determined  has given or could  reasonably be
expected to give rise to a right of indemnification under this Agreement, within
thirty  (30)  calendar  days of such  determination,  stating  the amount of the
Indemnified Seller Loss or Indemnified Purchaser Loss, as applicable,  if known,
and method of  computation  thereof,  and containing a description in reasonable
detail of the basis for such claim and a reference to the  provision(s)  of this
Agreement  in  respect  of which  such  right of  indemnification  is claimed or
arises;  provided,  however,  that the failure to provide  such notice shall not
release the Indemnifying  Party from any of its obligations under this Article X
except to the extent the  Indemnifying  Party is  materially  prejudiced by such
failure and shall not relieve the  Indemnifying  Party from any other obligation
or Liability that it may have to any Indemnified Party otherwise than under this
Article X.

          (b) The  obligations  and  Liabilities of Purchaser or Sellers and the
Sherwin-Williams  Claims Trust under this Article X with respect to  Indemnified
Seller Losses or Indemnified  Purchaser Losses, as the case may be, arising from
claims of any third party other than  claims  with  respect to Taxes  (which are
covered in  Section  7.02)  ("Third  Party  Claims")  shall be  governed  by and
contingent upon the following additional terms and conditions:

               (i) If an  Indemnified  Party shall  receive  notice of any Third
Party Claim, the Indemnified  Party shall give the Indemnifying  Party notice of
such Third Party Claim within  twenty (20)  calendar  days of the receipt by the
Indemnified Party of notice of such Third Party Claim;  provided,  however, that
the failure to provide such notice shall not release the Indemnifying Party from
any  of  its  obligations  under  this  Article  X  except  to  the  extent  the
Indemnifying  Party is  materially  prejudiced  by such  failure  and  shall not
relieve the  Indemnifying  Party from any other  obligation or Liability that it
may have to any Indemnified Party otherwise than under this Article X.

               (ii) If (x) the  Indemnifying  Party  acknowledges in writing its
obligation to indemnify the Indemnified  Party hereunder against any Indemnified
Seller Loss or Indemnified  Purchaser  Loss, as the case may be, that may result
from such Third Party Claim, and (y) in any case where the Indemnified  Party is
an Indemnified  Purchaser Party, the liabilities arising out of such Third Party
Claim would not  reasonably  be expected to exceed an amount  equal to two times
the amount of the Indemnifying  Party's  indemnification  obligations under this
Article X in respect of any  Indemnified  Purchaser  Losses  arising out of such
Third Party Claim,  then the Indemnifying  Party shall be entitled to assume and
control  the  defense of such Third Party Claim at its sole cost and expense and
through counsel of its own choice by giving notice to the  Indemnified  Party of
its  intention  to do so within  fifteen  (15)  calendar  days of the receipt of
notice of such Third Party Claim from the Indemnified Party; provided,  however,
that (A) if there exists or is reasonably likely to exist a conflict of interest
that

                                                                            -70-
<PAGE>

would make it  inappropriate,  in the  reasonable,  good faith  judgment  of the
Indemnified  Party, for the same counsel to represent both the Indemnified Party
and  Indemnifying  Party, or (B) if there is a reasonable  probability that such
Third Party Claim may have a material  adverse effect on the  Indemnified  Party
other  than as a result  of money  damages  or other  money  payments,  then the
Indemnified  Party shall be entitled to  participate  in the defense of (but not
control)  such Third  Party  Claim,  at its sole cost and  expense  and  through
counsel of its own choice;  and provided  further,  that (x) if such Third Party
Claims  involve a claim for an  injunction  against  any  material  business  or
operations of the  Indemnified  Party,  (y) if such Third Party Claim involves a
criminal proceeding,  action, indictment,  allegation or investigation or (z) if
such Third Party Claim  involves  any of the top twenty  (20)  customers  or top
twenty (20)  suppliers of Gentek  Holdings or any of its  Subsidiaries,  in each
case for the year 2002, then the  Indemnified  Party shall be entitled to retain
control of the  defense of such Third  Party  Claim and the  Indemnifying  Party
shall be entitled to  participate  in the defense of such Third Party Claim,  at
its sole cost and expense and through counsel of its own choice. Upon receipt by
an Indemnified  Party of written notice of the Indemnifying  Party's election to
assume the defense of such Third Party Claim, the  Indemnifying  Party shall not
be liable to such  Indemnified  Party for expenses  incurred  thereafter  by the
Indemnified Party in connection with the defense of such Third Party Claim.

               (iii) In the event that the Indemnifying Party shall exercise its
right to  undertake  any such defense  against any such Third Party  Claim,  the
Indemnified  Party shall cooperate with the  Indemnifying  Party in such defense
and make available to the Indemnifying  Party, at the Indemnifying  Party's sole
cost and expense, all witnesses, pertinent records, materials and information in
the  Indemnified  Party's  possession or under the  Indemnified  Party's control
relating  thereto  as  is  reasonably   requested  by  the  Indemnifying  Party.
Similarly,  in the  event the  Indemnified  Party is,  directly  or  indirectly,
controlling or  participating in the defense against any such Third Party Claim,
the  Indemnifying  Party  shall  cooperate  with the  Indemnified  Party in such
defense and make available to the Indemnified Party, at the Indemnifying Party's
sole cost and expense, all such witnesses, records, materials and information in
the Indemnifying  Party's  possession or under the Indemnifying  Party's control
relating thereto as is reasonably requested by the Indemnified Party.

               (iv) No Third  Party  Claim may be  settled  by the  Indemnifying
Party or the  Indemnified  Party,  as the case may be, without the prior written
consent of the other party (which consent shall not be unreasonably  withheld or
delayed).

     Section 10.06. Limitations on Indemnification.

          (a) The maximum  amount of  Indemnified  Seller Losses or  Indemnified
Purchaser Losses, as applicable,  which may be recovered from Purchaser, Sellers
or  the   Sherwin-Williams   Claims  Trust,  as  applicable,   pursuant  to  the
indemnification  obligations set forth in Section 10.03(i), Section 10.04(a)(i),
Section  10.04(a)(ii)  and Section  10.04(b)(i)  shall be an amount equal to the
funds then held in the Indemnification Escrow;  provided,  however, that (i) the
limitations   contained  in  this  Section  10.06(a)  shall  not  apply  to  any
Indemnified Purchaser Losses

                                                                            -71-
<PAGE>

resulting from, arising out of or relating to the failure of the representations
and warranties  contained in Section 3.01  (Authority),  Section 3.04 (Brokers),
Section 3.05  (Ownership of Shares and Options),  Section 4.02 (Capital Stock of
Gentek  Holdings,  Gentek U.S. and Gentek Canada) and Section 4.17 (Taxes) to be
true and  correct in all  respects  as of the date  hereof and as of the Closing
Date  (determined  without giving effect to any  "material,"  "Material  Adverse
Effect" or similar qualification, whether in such representation and warranty or
any defined term contained in such representation and warranty and, with respect
to Section 4.17 (Taxes) only,  determined  without  giving effect to any matters
set  forth  in the  Disclosure  Schedule),  or  any  Indemnified  Seller  Losses
resulting from, arising out of or relating to the failure of the representations
and warranties contained in Section 5.01 (Organization and Authority) to be true
and correct in all  respects  as of the date hereof and as of the Closing  Date,
and (ii) the limitations  contained in this Section  10.06(a) shall not apply to
any Indemnified  Purchaser  Losses to the extent that the funds then held in the
Indemnification  Escrow  have been  reduced or depleted as a result of any claim
for indemnification resulting from, arising out of or relating to the failure of
the representations and warranties  contained in Section 4.17 (Taxes) to be true
and correct in all  respects  as of the date  hereof and as of the Closing  Date
(determined  without giving effect to any "material,"  "Material Adverse Effect"
or similar  qualification,  whether in such  representation  and warranty or any
defined term contained in such  representation and warranty and, with respect to
Section 4.17 (Taxes) only,  determined  without giving effect to any matters set
forth in the Disclosure Schedule);  provided,  however, that notwithstanding the
foregoing proviso,  (x) the maximum amount of Indemnified  Purchaser Losses that
may be recovered from any Seller shall be such Seller's  Percentage Share of the
Purchase  Price,  provided,  that the foregoing shall not prejudice any right or
entitlement of Purchaser to receipt of full indemnifications  under this Article
X from  monies held in the  Indemnification  Escrow,  (y) the maximum  aggregate
amount  of  Indemnified   Purchaser  Losses  that  may  be  recovered  from  the
Sherwin-Williams  Claims  Trust  shall be an amount  equal to the assets held or
recovered  by the  Sherwin-Williams  Claims  Trust,  and (z)  that  the  maximum
aggregate  amount  of  Indemnified  Seller  Losses  that may be  recovered  from
Purchaser shall be the Purchase Price.

          (b) The  indemnification  obligations  of  Purchaser,  Sellers and the
Sherwin-Williams Claims Trust pursuant to Section 10.03(i), Section 10.04(a)(i),
Section  10.04(a)(ii)  and  Section  10.04(b)(i),  respectively,  shall  not  be
effective unless and until the aggregate dollar amount of all Indemnified Seller
Losses  or  Indemnified  Purchaser  Losses,  as the  case  may be,  which  would
otherwise be recoverable from Purchaser,  Sellers or the Sherwin-Williams Claims
Trust, as applicable,  pursuant to the indemnification  obligations set forth in
Section  10.03(i),   Section  10.04(a)(i),   Section  10.04(a)(ii)  and  Section
10.04(b)(i),  respectively,  exceeds Seven Hundred Thousand  Dollars  ($700,000)
(the  "Threshold  Amount"),  and then only to the extent such  aggregate  amount
exceeds  the  Threshold  Amount;  provided,  however,  that (i) the  limitations
contained in this Section 10.06(b) shall not apply to any Indemnified  Purchaser
Losses  resulting  from,  arising  out  of or  relating  to the  failure  of the
representations  and warranties  contained in Section 3.01 (Authority),  Section
3.04  (Brokers),  Section 3.05  (Ownership of Shares and Options),  Section 4.02
(Capital  Stock of Gentek  Holdings,  Gentek U.S. and Gentek Canada) and Section
4.17 (Taxes) to be

                                                                            -72-
<PAGE>

true and  correct in all  respects  as of the date  hereof and as of the Closing
Date  (determined  without giving effect to any  "material,"  "Material  Adverse
Effect" or similar qualification, whether in such representation and warranty or
any defined term contained in such representation and warranty and, with respect
to Section 4.17 (Taxes) only,  determined  without  giving effect to any matters
set  forth  in the  Disclosure  Schedule),  or  any  Indemnified  Seller  Losses
resulting from, arising out of or relating to the failure of the representations
and warranties contained in Section 5.01 (Organization and Authority) to be true
and correct in all  respects  as of the date hereof and as of the Closing  Date,
(ii) Sellers shall not be liable for Indemnified Purchaser Losses arising out of
or relating to the failure of the  representations  and warranties  contained in
Section  4.17  (Taxes)  to be true and  correct in all  respects  as of the date
hereof and as of the  Closing  Date  (determined  without  giving  effect to any
"material," "Material Adverse Effect" or similar qualification,  whether in such
representation and warranty or any defined term contained in such representation
and warranty and, with respect to Section 4.17 (Taxes) only,  determined without
giving effect to any matters set forth in the  Disclosure  Schedule)  unless and
until the  aggregate  dollar  amount of all such  Indemnified  Purchaser  Losses
exceed Two Hundred Thousand Dollars ($200,000), and then only to the extent that
such Indemnified  Purchaser  Losses exceed such amount,  and (iii) Sellers shall
not be liable for Indemnified Purchaser Losses arising out of or relating to the
failure of the representations and warranties  contained in Section 4.17 (Taxes)
to be true and  correct  in all  respects  as of the date  hereof  and as of the
Closing Date  (determined  without  giving effect to any  "material,"  "Material
Adverse Effect" or similar  qualification,  whether in such  representation  and
warranty or any defined term contained in such  representation and warranty and,
with respect to Section 4.17 (Taxes) only,  determined  without giving effect to
any matters set forth in the  Disclosure  Schedule)  in excess of the funds then
held in the Indemnification  Escrow unless and until the aggregate dollar amount
of all such Indemnified Purchaser Losses in excess of the funds then held in the
Indemnification  Escrow exceed Two Million Five Hundred  Thousand  ($2,500,000),
and then only to the extent that such  Indemnified  Purchaser Losses exceed such
amount.

          (c)  Notwithstanding  anything  to the  contrary  set  forth  in  this
Agreement,  (i) prior to recovering any  Indemnified  Purchaser  Losses from any
Seller or the  Sherwin-Williams  Claims  Trust  pursuant to the  indemnification
obligations of Sellers or the Sherwin-Williams Claims Trust, as the case may be,
set forth in this Article X, an Indemnified  Purchaser Party shall first recover
such   Indemnified   Purchaser   Losses   from  the  funds   then  held  in  the
Indemnification  Escrow,  if any,  and  (ii) to the  extent  that  no  funds  or
insufficient  funds  are  then  held in the  Indemnification  Escrow,  prior  to
recovering  any  Indemnified  Purchaser  Losses from any Seller  pursuant to the
indemnification  obligations  of Sellers  set forth in Section  10.04(a)(v),  an
Indemnified  Purchaser  Party shall first  recover  such  Indemnified  Purchaser
Losses  pursuant  to the  indemnification  obligations  of the  Sherwin-Williams
Claims Trust set forth in Section  10.04(b)(iii) from the funds then held by the
Sherwin-Williams Claims Trust.

          (d)  For  the  purposes  of  this  Section  10.06,  in  computing  the
individual  or  aggregate  amounts of claims,  the amount of each claim shall be
calculated

                                                                            -73-
<PAGE>

net of  any  insurance  proceeds  (net  of any  increase  in  premiums  directly
resulting from any such claims,  as reasonably  demonstrated  by the Indemnified
Party)  and any  indemnity,  contribution  or  other  similar  payment  actually
received by the  Indemnified  Party,  or any affiliate  thereof,  from any third
party with  respect  thereto  (it being  understood  and hereby  agreed that the
Indemnified  Party  shall use  commercially  reasonable  efforts to collect  any
available insurance proceeds and any indemnities, contributions or other similar
payments from third  parties,  but shall not be required to commence  litigation
against any third parties).

          (e) In the event that any  Indemnified  Purchaser Party is entitled to
indemnification  of any  Indemnified  Purchaser  Losses  pursuant to a claim for
indemnification  under  Section  10.04,  and such  Indemnified  Purchaser  Party
reasonably determines,  in good faith, that such Indemnified Purchaser Party has
actually  received or realized in connection  therewith any reduction of its Tax
Liabilities  (calculated  on the basis of the actual  reduction in cash payments
for Taxes) in or prior to the taxable year in which the  indemnification  amount
is paid (a "Tax Benefit"), the indemnification amount that Purchaser is entitled
to recover pursuant to a claim for indemnification  under Section 10.04 shall be
reduced,  on a dollar  for  dollar  basis,  by the  amount of such Tax  Benefit;
provided,  however,  that with respect to any Tax Benefit offset contemplated by
this Section 10.06(e),  (i) Purchaser shall not be obligated to file amended Tax
Returns  for such  purpose,  and (ii)  nothing in this  Section  10.06(e)  shall
require   Purchaser  to  disclose  any   confidential   information  to  Sellers
(including, without limitation, its Tax Returns).

                                   ARTICLE XI.

                                  MISCELLANEOUS

     Section 11.01.  Expenses.  Except as otherwise specified in this Agreement,
all costs and expenses, including, without limitation, fees and disbursements of
counsel,  financial  advisors and accountants,  incurred in connection with this
Agreement and the  transactions  contemplated  hereby shall be paid by the party
incurring  such  costs and  expenses,  whether  or not the  Closing  shall  have
occurred.  All fees payable under the  Competition  Act in  connection  with the
transactions contemplated hereby shall be paid by Purchaser.

     Section 11.02. Notices. All notices,  requests,  claims,  demands and other
communications  hereunder  shall be in writing  and shall be deemed to have been
duly  delivered,  given or made:  (i) upon  receipt if delivered in person or by
cable or telegram, (ii) five (5) business days following deposit in the mails if
sent  by  registered  or  certified  mail  (postage   prepaid,   return  receipt
requested),  (iii) when sent,  if sent by  facsimile  transmission  and  receipt
thereof is  confirmed  by telephone  and (iv) two (2)  business  days  following
deposit with a nationally recognized overnight courier service, in each case, to
the  respective  parties  hereto at their  addresses  set forth on the signature
pages to this Agreement (or at such other address for a party hereto as shall be
specified in a notice given in accordance with this Section 11.02).

                                                                            -74-
<PAGE>

          Section 11.03. Public Announcements.  No party to this Agreement shall
make, or cause to be made, any press release or public announcement with respect
to  this  Agreement  or  the  transactions   contemplated  hereby  or  otherwise
communicate  with any news media with respect  thereto without the prior written
consent of the other parties,  and the parties shall  cooperate as to the timing
and  contents  of any such  press  release  or  public  announcement;  provided,
however, that such prior written consent (i) shall not be unreasonably withheld,
conditioned   or  delayed  and  (ii)  shall  not  be  required   for   releases,
announcements  or  communications  to the extent  obtaining  such prior  written
consent would prevent the timely and accurate  dissemination  of  information as
required to comply with any applicable Law or obligation pursuant to any listing
agreement with any national securities exchange.  For the avoidance of doubt and
not by way of  limitation  or  restriction,  notwithstanding  anything  in  this
Agreement or the Confidentiality  Agreement to the contrary,  from and after the
Closing,  Sellers'  Representative  shall be  permitted to disclose the material
terms of the  transactions  contemplated  by this  Agreement in connection  with
marketing and other similar activities in the ordinary course of business.

          Section 11.04.  Severability.  If any term or other  provision of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal or
incapable of being  enforced,  all other terms and  provisions of this Agreement
shall  nevertheless  remain in full force and effect so long as the  economic or
legal substance of the transactions  contemplated  hereby is not affected in any
manner materially adverse to any party. Upon such determination that any term or
other provision is invalid,  illegal or incapable of being enforced, the parties
hereto shall  negotiate  in good faith to modify this  Agreement so as to effect
the  original  intent of the  parties as closely as  possible  in an  acceptable
manner in order that the  transactions  contemplated  hereby are  consummated as
originally contemplated to the greatest extent possible.

          Section 11.05. Entire Agreement.  This Agreement,  including the other
documents  referred to herein which form a part hereof,  constitutes  the entire
agreement of the parties  hereto with respect to the subject  matter  hereof and
supersedes  all  prior  agreements,  covenants,   representations,   warranties,
undertakings and understandings,  written or oral, among the parties hereto with
respect to the subject matter hereof,  including the Exclusivity Agreement dated
as of May 14,  2003 among  Gentek  Holdings,  Genstar and  Purchaser;  provided,
however,  that the  Confidentiality  Agreement  shall continue to have force and
effect as provided in Section 6.03.

          Section  11.06.  Assignment.  This  Agreement may not be  transferred,
assigned, pledged or hypothecated, by operation of law or otherwise, without the
express written consent of Sellers'  Representative,  on behalf of Sellers,  and
Purchaser (which consent may be granted or withheld in the reasonable discretion
of each such party) except that  Purchaser  may without such consent  assign its
rights  under this  Agreement  to any of its  affiliates  or for the  purpose of
securing  any  financing  of the  transactions  contemplated  hereby;  provided,
however,  that no such assignment by Purchaser shall relieve Purchaser of any of
its obligations hereunder.

                                                                            -75-
<PAGE>

          Section 11.07. No Third Party  Beneficiaries.  This Agreement shall be
binding  upon and inure  solely to the benefit of the  parties  hereto and their
permitted assigns and nothing herein, whether express or implied, is intended to
or shall confer upon any other Person any legal or equitable  right,  benefit or
remedy of any nature whatsoever under or by reason of this Agreement.

          Section 11.08. Amendment. This Agreement may not be amended, restated,
supplemented or otherwise modified except (i) by an instrument in writing signed
by Sellers'  Representative,  on behalf of Sellers,  and  Purchaser or (ii) by a
waiver in accordance with Section 9.03.

          Section 11.09. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE.

          Section 11.10.  Jurisdiction.  Any judicial proceeding brought against
any of the parties to this Agreement in connection  with any dispute arising out
of this Agreement or the transactions contemplated hereby (each, a "Proceeding")
may be brought in the courts of the State of New York,  or in the United  States
District  Court for the Southern  District of New York,  and, by  execution  and
delivery of this  Agreement,  each of the parties to this Agreement  accepts the
exclusive jurisdiction of such courts, and irrevocably agrees to be bound by any
judgment  rendered  thereby in  connection  with this  Agreement.  The foregoing
consent to  jurisdiction  shall not  constitute  general  consents to service of
process in the State of New York for any purpose  except as  provided  above and
shall not be deemed to confer  rights on any Person  other  than the  respective
parties to this  Agreement.  Each of the Sellers,  Sellers'  Representative  and
Purchaser agree that service of any process, summons, notice or document by U.S.
registered  mail to such  party's  address set forth  below  shall be  effective
service of process for any action,  suit or  proceeding in the State of New York
with respect to any Proceeding.

          Section 11.11. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO WAIVES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO TRIAL
BY JURY IN RESPECT OF ANY CLAIM, DEMAND,  ACTION OR CAUSE OF ACTION BASED ON, OR
ARISING OUT OF, UNDER OR IN  CONNECTION  WITH THIS  AGREEMENT,  OR ANY COURSE OF
CONDUCT,  COURSE OF DEALING,  VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY
HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER  ARISING,  AND WHETHER IN
CONTRACT,  TORT,  EQUITY OR OTHERWISE.  EACH OF THE PARTIES HERETO HEREBY AGREES
THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT
TRIAL  WITHOUT  A JURY  AND  THAT  THE  PARTIES  HERETO  MAY  FILE  AN  ORIGINAL
COUNTERPART  OF A COPY OF THIS  AGREEMENT  WITH  ANY  COURT AS  EVIDENCE  OF THE
CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

                                                                            -76-
<PAGE>

          Section 11.12. Counterparts.  This Agreement may be executed in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when  executed  shall be deemed to be an original but all of which
taken together shall constitute one and the same agreement.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>

          IN WITNESS WHEREOF, each party hereto has executed, or caused its duly
authorized  officer(s) to execute,  this  Agreement as of the date first written
above.

                                             SELLERS
                                             -------

                                             GENSTAR STOCKHOLDERS:

                                             THE MANUFACTURERS LIFE
                                             INSURANCE COMPANY

                                             439246 ONTARIO INC.

                                             ROYAL TRUST CORPORATION OF
                                             CANADA, TRUSTEE FOR DUPONT
                                             CANADA INC. PENSION TRUST FUND

                                             FIDUCIE DESJARDINS, COMPTE #43-
                                             00418-7 FOR SOCIETE DE
                                             TRANSPORT DE LA COMMUNAUTE
                                             URBAINE DE MONTREAL

                                             COMINCO PENSION FUND CO-
                                             ORDINATING SOCIETY

                                             GREAT-WEST LIFE & ANNUITY
                                             INSURANCE COMPANY

                                             ASSOCIATION DE BIENFAISANCE ET
                                             DE RETRAITE DES POLICIERS DE LA
                                             COMMUNAUTE URBAINE DE
                                             MONTREAL

                                             THE RETIREMENT PLAN FOR
                                             EMPLOYEES OF CANADIAN
                                             UTILITIES LIMITED AND
                                             PARTICIPATING COMPANIES PLAN I

                                             BANTOR COMPANY

                                             CROWN LIFE INSURANCE COMPANY

                                             DESJARDINS FINANCIAL SECURITY
                                             LIFE ASSURANCE COMPANY

                                             OEFC PRIVATE EQUITY HOLDCO
                                             INC.

                                             AXA SECONDARY FUND LP

<PAGE>
                                             PAUL CAPITAL PARTNERS VI
                                             HOLDINGS

                                             BPO PROPERTIES LTD.

                                             SUN LIFE ASSURANCE COMPANY OF
                                             CANADA

                                             CITIBANK CANADA

                                             CAPITAL GUIDANCE (PLACEMENTS)
                                             LTD.

                                             DAVOD H. BUTTERFIELD

                                             RICHARD USHER-JONES

                                             RAYQUEST HOLDINGS LTD.

                                             MANFRED WIRTH

                                             BMO NESBITT BURNS INC.

                                             TOW PARTNERS, A CALIFORNIA
                                             LIMITED PARTNERSHIP

                                             G.R. DAWSON HOLDINGS LIMITED

                                             INVENTURES CAPITAL

                                             805491 ONTARIO INC.

                                             ZURI-INVEST A.G.

                                             ALDERPRISE INC.

                                             DAVID L. ANDERSON

                                             TERRY A. JACKSON

                                             PATHONIC ULC

                                             G. LEONARD BAKER, JR.

                                             JIC

                                             WIRRAL BOROUGH COUNCIL
                                             MERCEYSIDE PENSION FUND
<PAGE>

                                             GE CAPITAL EQUITY INVESTMENT
                                             LTD.

                                             NORTH BAY LIMITED

                                             ABN AMRO VENTURES BV

                                             GENSTAR INVESTMENT
                                             CORPORATION

                                             RICHARDSON VENTURES INC.

                                             By: Genstar Capital Corporation

                                                      By:  /s/ William MacDonald
                                                      Name:  William MacDonald
                                                      Title:  Chairman and
                                                              President

                                             1001 Corporate Drive
                                             Burlington, ON L7L 5V5
                                             Canada
                                             Attn: Mr. William MacDonald
                                             Telephone: (905) 319-5645
                                             Telecopy: (905) 332-3765

                                             with a copy to:

                                             Genstar Capital L.P.
                                             Four Embarcadero Center,
                                             Suite 1900
                                             San Francisco, CA 94111-4191
                                             Attention: Richard D. Paterson
                                             Telephone: (415) 834-2366
                                             Telecopy: (415) 834-2383

                                             and:

                                             Wilson Sonsini Goodrich & Rosati
                                             Professional Corporation
                                             One Market, Spear Tower
                                             Suite 3300
                                             San Francisco, California  94105
                                             Attention: Michael J. Kennedy, Esq.
                                             Telephone: (415) 947-2000
                                             Telecopy: (415) 947-2099

<PAGE>

                                             ONTARIO TEACHERS' PENSION
                                             PLAN BOARD

                                             By:  /s/ Glen Silvestri
                                             Name:  Glen Silvestri
                                             Title:  Assistant Portfolio Manager

                                             5650 Yonge Street
                                             Toronto, Ontario, M2M 4H5
                                             Canada
                                             Attention:  Glen Silvestri
                                             Telephone: (416) 730-6198
                                             Telecopy: (416) 730-5082
<PAGE>

                                             DAVID L. BURKE

                                             By:  /s/ David L. Burke
                                             Name:  David L. Burke

                                             KONG H. CHEN

                                             By:  /s/ Kong H. Chen
                                             Name:  Kong H. Chen

                                             GEORGE E. ECKERD

                                             By:  /s/ George E. Eckerd
                                             Name:  George E. Eckerd

                                             J. HERBERT GAUL, JR.

                                             By:  /s/ J. Herbert Gaul, Jr.
                                             Name:  J. Herbert Gaul, Jr.

                                             JOSEPH P. IPPOLITO

                                             By:  /s/ Joseph P. Ippolito
                                             Name:  Joseph P. Ippolito

                                             DARVIN L. KING

                                             By:  /s/ Darvin L. King
                                             Name:  Darvin L. King

                                             STEPHEN L. KLEIN

                                             By:  /s/ Stephen L. Klein
                                             Name:  Stephen L. Klein
<PAGE>

                                             ALAIN LAROSE

                                             By:  /s/ Alain Larose
                                             Name:  Alain Larose

                                             JEFFREY V. MILLER

                                             By:  /s/ Jeffrey V. Miller
                                             Name:  Jeffrey V. Miller

                                             MICHAEL C. MILLER

                                             By:  /s/ Michael C. Miller
                                             Name:  Michael C. Miller

                                             WAYNE G. PALMER

                                             By:  /s/ Wayne G. Palmer
                                             Name:  Wayne G. Palmer

                                             JAN P. RANDLES

                                             By:  /s/ Jan P. Randles
                                             Name:  Jan P. Randles

                                             ALAIN ROBITAILLE

                                             By:  /s/ Alain Robitaille
                                             Name:  Alain Robitaille

                                             DONALD L. SPERRY

                                             By:  /s/ Donald L. Sperry
                                             Name:  Donald L. Sperry
<PAGE>

                                             DANIEL R. TAYLOR

                                             By:  /s/ Daniel R. Taylor
                                             Name:  Daniel R. Taylor

                                             DENNIS M. THOMPSON

                                             By:  /s/ Dennis M. Thompson
                                             Name:  Dennis M. Thompson

                                             JOHN UMIASTOWSKI

                                             By:  /s/ John Umiastowski
                                             Name:  John Umiastowski
<PAGE>

                                             THE SHERWIN-WILLIAMS CLAIMS TRUST

                                             SHERWIN-WILLIAMS CLAIMS TRUST

                                             By:  Genstar Capital Corporation,
                                                  as Trustee

                                                      By:  /s/ William MacDonald
                                                      Name:  William MacDonald
                                                      Title:  Chairman and
                                                              President

                                             Genstar Capital Corporation,
                                             Trustee
                                             1001 Corporate Drive
                                             Burlington, ON  L7L 5V5
                                             Canada
                                             Attention: Mr. William MacDonald
                                             Telephone: (905) 319-5645
                                             Telecopy: (905) 332-3765
<PAGE>

                                             SELLERS' REPRESENTATIVE

                                             GENSTAR CAPITAL CORPORATION

                                             By:  /s/ William MacDonald
                                             Name:  William MacDonald
                                             Title:  Chairman and President

                                             1001 Corporate Drive
                                             Burlington, ON L7L 5V5
                                             Canada
                                             Attn: Mr. William MacDonald
                                             Telephone: (905) 319-5645
                                             Telecopy: (905) 332-3765

                                             with a copy to:

                                             Genstar Capital L.P.
                                             Four Embarcadero Center,
                                             Suite 1900
                                             San Francisco, CA 94111-4191
                                             Attention: Richard D. Paterson
                                             Telephone: (415) 834-2366
                                             Telecopy: (415) 834-2383

                                             and:

                                             Wilson Sonsini Goodrich & Rosati
                                             Professional Corporation
                                             One Market, Spear Tower
                                             Suite 3300
                                             San Francisco, California  94105
                                             Attention: Michael J. Kennedy,
                                             Esq.
                                             Telephone: (415) 947-2000
                                             Telecopy: (415) 947-2099
<PAGE>

                                             GENTEK HOLDINGS

                                             GENTEK HOLDINGS, INC.

                                             By:  /s/ R. Kenneth Waldron
                                             Name:  R. Kenneth Waldron
                                             Title:  President and CEO

                                             29325 Chagrin Blvd.
                                             Cleveland, Ohio 44122-4613
                                             Attention: President
                                             Telephone: (216) 514-3595
                                             Telecopy: (216) 514-3573

                                             GENTEK U.S.

                                             GENTEK BUILDING PRODUCTS, INC.

                                             By:  /s/ R. Kenneth Waldron
                                             Name:  R. Kenneth Waldron
                                             Title:  President and CEO

                                             29325 Chagrin Blvd.
                                             Cleveland, Ohio 44112-4614
                                             Attention: President
                                             Telephone: (216) 514-3595
                                             Telecopy: (216) 514-3573

                                             GENTEK CANADA

                                             GENTEK BUILDING PRODUCTS LIMITED

                                             By:  /s/ R. Kenneth Waldron
                                             Name:  R. Kenneth Waldron
                                             Title:  President and CEO

                                             1001 Corporate Drive,
                                             Units 1 and 2
                                             Burlington, Ontario L7L 5V5
                                             Canada
                                             Attention:  President
                                             Telephone: (905) 854-3200
                                             Telecopy:  (905) 854-3203
<PAGE>

                                             PURCHASER

                                             ASSOCIATED MATERIALS INCORPORATED

                                             By:  /s/ Michael Caporale Jr.
                                             Name:  Michael Caporale Jr.
                                             Title:  President and CEO

                                             3773 State Road
                                             Cuyahoga Falls, Ohio 44223
                                             Attention: D. Keith LaVanway
                                             Telephone: (330) 922-2004
                                             Telecopy:  (330) 922-2312

                                             with a copy to:

                                             Harvest Partners, Inc.
                                             280 Park Avenue, 33rd Floor
                                             New York, New York 10017
                                             Attention: Ira Kleinman
                                             Telephone: (212) 599-6300
                                             Telecopy: (212) 812-0100

                                             and:

                                             White & Case LLP
                                             1155 Avenue of the Americas
                                             New York, New York 10036
                                             Attention: Oliver C. Brahmst, Esq.
                                             Telephone: (212) 819-8200
                                             Telecopy: (212) 354-8113