EXHIBIT 10.3


                               GUARANTEE AGREEMENT

     GUARANTEE  dated as of August 31, 2003 is made by SUEZ,  a societe  anonyme
organized  under the laws of the Republic of France  ("GUARANTOR"),  in favor of
Blackstone/Neptune  Acquisition  Company L.L.C.,  a Delaware  limited  liability
company ("BUYER").

     WHEREAS,  each of Leo Holding Company, a Delaware  corporation ("LEO"), and
Nalco International S.A.S., a societe par actions simplifiee organized under the
laws of the Republic of France ("NIS" and,  together with LEO, the "SELLERS" and
each a "SELLER"), are indirect wholly-owned subsidiaries of Guarantor; and

     WHEREAS, the Sellers and Buyer have concurrently herewith entered into that
certain  Stock  Purchase  Agreement  dated as of as the date  hereof (the "STOCK
PURCHASE  AGREEMENT";  unless otherwise  defined herein,  capitalized terms used
herein are used as defined in the Stock Purchase Agreement), which provides for,
among other things,  the acquisition by Buyer,  and the sale by the Sellers,  of
the Shares;

     NOW,  THEREFORE,  in order to induce Buyer to enter into the Stock Purchase
Agreement,  Guarantor hereby issues and delivers to and for the benefit of Buyer
this Guarantee (the "GUARANTEE"):

     1. The Guarantee.  Guarantor hereby unconditionally guarantees the full and
punctual  payment of all amounts  which are or may become due and payable by any
Seller  under the  Stock  Purchase  Agreement  (the  "GUARANTEED  OBLIGATIONS"),
including,  but not limited to,  payment of any amounts  that may become due and
payable by any Seller under Section 8.09 or Section 11.02 thereof.  Upon failure
by any Seller to pay punctually any Guaranteed  Obligation,  Guarantor shall pay
the Guaranteed Obligation within five business days after demand therefor.  This
Guarantee is intended to constitute a guarantee of payment and  performance  and
not merely a  guarantee  of  collection  and shall not be  conditioned  upon the
pursuit of any remedies against any Seller.  Any payment shall be in immediately
available funds and at the place specified in the demand.

2. Guarantee Unconditional and Full Performance. The obligations of Guarantor
pursuant hereunder shall be unconditional and absolute, and shall remain in full
force and effect until all Guaranteed Obligations under the Stock Purchase
Agreement have been performed in full.

     3. Subrogation. Upon performance by Guarantor of any Guaranteed Obligation,
Guarantor  shall be  subrogated  to the  rights of Buyer  with  respect  to such
Guaranteed Obligation.



     4.  Representations  and Warranties.  Guarantor  represents and warrants to
Buyer that:

          (a)  Corporate  Existence and Powers.  Guarantor is a societe  anonyme
     duly organized, validly existing and in good standing under the laws of the
     Republic of France.

          (b) Corporate Authorization.  The execution,  delivery and performance
     by Guarantor of this  Guarantee are within  Guarantor's  corporate or other
     organizational  powers  and have  been  duly  authorized  by all  necessary
     corporate or other  organizational  action on the part of  Guarantor.  This
     Guarantee constitutes a valid and binding agreement of Guarantor.

          (c)   Governmental   Authorization.   The   execution,   delivery  and
     performance  by Guarantor of this  Guarantee  and the  consummation  of the
     transactions  contemplated hereby require no action by or in respect of, or
     filing with, any governmental body, agency or official.

          (d)  Noncontravention.  The  execution,  delivery and  performance  by
     Guarantor  of this  Guarantee  and  the  consummation  of the  transactions
     contemplated  hereby  do not and will not (i)  violate  the  organizational
     documents of Guarantor or (ii) violate in any material respect any material
     applicable law, rule, regulation, judgment, injunction, order or decree.

     5.  Amendments and Waivers.  Any provision of this Guarantee may be amended
or waived if, but only if, such  amendment or waiver is in writing and is signed
by Buyer and Guarantor.

     6.  Successors and Assigns.  This Guarantee shall be binding upon Guarantor
and its successors and assigns.

     7. Governing Law. This Guarantee  shall be construed in accordance with and
governed by the law of the State of New York.

     8.  Jurisdiction.  The  parties  hereto  agree  that any  suit,  action  or
proceeding  seeking to enforce any provision of, or based on any matter  arising
out of or in  connection  with,  this  Agreement  shall be brought in the United
States  District  Court for the  Southern  District  of New York or any New York
State court  sitting in New York City,  so long as one of such courts shall have
subject matter  jurisdiction over such suit, action or proceeding,  and that any
cause of action  arising  out of this  Agreement  shall be deemed to have arisen
from a transaction of business in the State of New York, and each of the parties
hereby  irrevocably  consents  to the  jurisdiction  of such  courts (and of the
appropriate  appellate courts  therefrom) in any such suit, action or proceeding
and irrevocably  waives,  to the fullest extent  permitted by law, any objection
that it may now or  hereafter  have to



the laying of the venue of any such suit, action or proceeding in any such court
or that any such suit,  action or proceeding  which is brought in any such court
has been brought in an inconvenient  forum.  Process in any such suit, action or
proceeding may be served on any party  anywhere in the world,  whether within or
without the jurisdiction of any such court.

                           [Signature Page to Follow]



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Guarantee to be
duly  executed by their  respective  authorized  officers as of the day and year
first above written.



                              SUEZ

                              By: /s/ Michel Sirat
                                  --------------------------------------------
                                  Name:   Michel Sirat
                                  Title:  Senior Vice President, Financial
                                          Operations, Treasury and Tax


Agreed to and accepted by:

BLACKSTONE/NEPTUNE ACQUISITION COMPANY, L.L.C.

By: /s/ Chinh Chu
    --------------------------------------------
    Name:  Chinh Chu
    Title: President