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                                                                   EXHIBIT 10.28

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                               21 December 2000




                     DUTCH RECEIVABLES PURCHASE AGREEMENT



                                    between


                          HUNTSMAN INTERNATIONAL LLC
                                 as Purchaser

                           HUNTSMAN ICI HOLLAND B.V.
                                 as Originator

                        HUNTSMAN ICI (EUROPE) B.V.B.A.
                              as Master Servicer
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<TABLE>
<CAPTION>
TABLE OF CONTENTS                                                       PAGE NO.
<S>                                                                     <C>
1.   Definitions                                                            4

2.   Offer Of Receivables                                                   6

3.   Representations And Warranties                                        12

4.   Affirmative Covenants                                                 15

5.   Negative Covenants                                                    17

6.   Termination Events                                                    20

7.   Miscellaneous                                                         23
</TABLE>

Schedule 1 TO RECEIVABLES PURCHASE AGREEMENT FORM OF OFFER LETTERERROR!
               BOOKMARK NOT DEFINED.

Schedule 2 TO RECEIVABLES PURCHASE AGREEMENT FORM OF ORIGINATOR DAILY REPORT
                                                    ERROR! BOOKMARK NOT DEFINED.

Schedule 3 FORM OF SECURITY POWER OF ATTORNEY       ERROR! BOOKMARK NOT DEFINED.

Schedule 4 TO RECEIVABLES PURCHASE AGREEMENT FORM OF SOLVENCY CERTIFICATEERROR!
               BOOKMARK NOT DEFINED.

Schedule 5 TO RECEIVABLES PURCHASE AGREEMENT LOCATION OF BOOKS AND RECORDSERROR!
               BOOKMARK NOT DEFINED.

Schedule 6 TO RECEIVABLES PURCHASE AGREEMENT LEGAL AND OTHER BUSINESS NAMES
                                                    ERROR! BOOKMARK NOT DEFINED.

Schedule 7 TO RECEIVABLES PURCHASE AGREEMENT ACCOUNTERROR! BOOKMARK NOT
               DEFINED.

Schedule 8 FORM OF ACCESSION AND UNDERTAKING        ERROR! BOOKMARK NOT DEFINED.

Schedule 9 ACCESSION LEGAL OPINION                  ERROR! BOOKMARK NOT DEFINED.

Schedule 10 CLOSING DOCUMENTS LIST                  ERROR! BOOKMARK NOT DEFINED.

Schedule 11 FORM OF OFFER NOTIFICATION                                        45
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THIS AGREEMENT is made on 21 December 2000

BETWEEN

(1)  HUNTSMAN INTERNATIONAL LLC, a limited liability company organised under the
     laws of the State of Delaware, as purchaser (the "Purchaser");

(2)  HUNTSMAN ICI HOLLAND B.V., a company with limited liability (besloten
     vennootschap) incorporated under the laws of the Netherlands (the
     "Originator") and

(3)  HUNTSMAN ICI (EUROPE) B.V.B.A., a corporation organised under the laws of
     Belgium, (in its capacity as "Master Servicer").


WHEREAS

(A)  The Originator has at present and expects to have in the future Receivables
     owed to it which arise in the course of its business.

(B)  The Originator and the Purchaser have agreed, upon the terms and subject to
     the conditions of this Agreement, that the Originator may from time to time
     deliver an Offer Letter to the Purchaser, in relation to an Offer by the
     Originator, offering to assign to the Purchaser Receivables arising from
     time to time to the Originator, and in the event the Purchaser decides to
     accept such an Offer it will do so in the manner provided herein.

(C)  Huntsman ICI (Europe) B.V.B.A., as the Master Servicer (the "Master
     Servicer"), the Purchaser, the Company and The Chase Manhattan Bank, not in
     its individual capacity but solely as trustee, (the "Trustee"), have
     entered into a Pooling Agreement dated as of the date hereof (such
     agreement, as it may be amended, modified or otherwise supplemented from
     time to time hereafter, being the "Pooling Agreement") in order to create a
     master trust into which the Company desires to grant a participation and a
     security interest in relation to all of its right, title and interest in,
     to and under the Receivables and certain other assets now or hereafter
     owned by the Company, in consideration for which the Trustee shall, subject
     to the terms and conditions of the Pooling Agreement and any related
     Supplement make certain payments to the Company. The Company may from time
     to time make distributions to the Purchaser. The Purchaser may use funds so
     received by it to enable it to accept Offers in the manner provided herein.

(D)  The Master Servicer, the Company, the Purchaser, the Originator, the
     Liquidation Servicer and the Trustee have entered into a Servicing
     Agreement dated as of the date hereof (such agreement, as it may be
     amended, modified or otherwise supplemented from time to time hereafter,
     being the "Servicing Agreement") pursuant to which the Master Servicer will
     agree to service and administer the Receivables on behalf of the Company.
<PAGE>

NOW IT IS HEREBY AGREED as follows:

1.   DEFINITIONS

1.1  Defined Terms

     Capitalised terms used herein shall, unless otherwise defined or referenced
     herein, have the meanings assigned to such terms in Annex-X attached to the
     Pooling Agreement which Annex-X is incorporated by reference herein. The
     following definitions shall have the following meanings:

     "Closing Documents List" shall mean the document entitled "Signing and
     Closing List of Documents" specifying certain documents, notifications and
     other matters required as a condition precedent to this Agreement as set
     out in the Tenth Schedule to this Agreement.

     "Dutch Originator Daily Report" shall mean the report (which shall in each
     case be appended to the related Offer Letter) prepared by the Dutch
     Originator in accordance with the terms of this Agreement substantially in
     the form set out in the Second Schedule to this Agreement, and which shall
     in no event be signed by any party.

     "Excluded Receivables" shall include (without prejudice to the definition
     in Annex -X) any Receivable originated by any person other than a Dutch
     Originator.

     "Notice of Assignment" means a notice given to the related Obligor or
     Obligors (or guarantor or guarantors) to the effect that one or more
     Receivables (and if applicable the related benefit of any related guarantee
     or guarantees) have been assigned to the Purchaser;

     "Notification" shall mean a notification in the form of Schedule 11
     delivered by the Master Servicer to the Purchaser that it has received and
     printed off in full as agent for the Purchaser an Offer and setting out the
     Purchase Price in relation to such Offer together with details of the
     relevant account into which such Purchase Price should be paid should the
     Purchaser decide to accept such an Offer.

     "Offer" shall mean any offer made by the Originator to the Purchaser to
     sell Receivables as set out in the Offer Letter and attached Dutch
     Originator Daily Report.

     "Offer Letter" shall mean any letter in relation to an Offer delivered by
     the Originator to the Master Service as agent for the Purchaser in
     accordance with the provisions of Clause 2.1 of this Agreement.

     "Originator Termination Notice" means a notice served by the Purchaser
     pursuant to clause 6.5.

     "Outstanding Face Amount" shall mean in relation to a Receivable on any
     date the amount in an Approved Currency which is the outstanding balance
     due in respect thereof at the opening of business in London on such date
     (including VAT).
<PAGE>

     "Purchase Date" shall mean any date on which an Offer is accepted by
     payment pursuant to the arrangements contemplated by this Agreement.

     "Purchase Price" shall mean, at any Purchase Date, an amount calculated in
     accordance with Clause 2.4 of this Agreement.

     "Purchased Receivables" shall mean all Receivables originated by the
     Originator which have been the subject of an Offer accepted by the
     Purchaser other than any such Receivables which have been repurchased
     pursuant to this Agreement or which have been paid in full or repaid in
     full by the Obligor.

     "Security Power of Attorney" shall mean the power of attorney granted by
     the Originator in favour of the Purchaser substantially in the form set out
     in the Third Schedule to this Agreement

     "Stamp Duty" shall be construed as a reference to any stamp, registration
     or other transaction or documentary tax (including, without limitation, any
     penalty or interest payable in connection with any failure to pay or any
     delay in paying any of the same).

1.2  Other Definitional Provisions

     (a)  The words "hereof", "herein", "hereunder" and words of similar import
          when used in this Agreement shall refer to this Agreement as a whole
          and not to any particular provision of this Agreement, and article,
          section, subsection, schedule and exhibit references are to this
          Agreement unless otherwise specified.

     (b)  As used herein and in any certificate or other document made or
          delivered pursuant hereto, accounting terms relating to the
          Originators and the Purchaser, unless otherwise defined or
          incorporated by reference herein, shall have the respective meanings
          given to them under GAAP.

     (c)  The meanings given to terms defined or incorporated by reference
          herein shall be equally applicable to both the singular and plural
          forms of such terms.

     (d)  Any reference herein to a Schedule or Exhibit to this Agreement shall
          be deemed to be a reference to such Schedule or Exhibit as it may be
          amended, modified or supplemented from time to time to the extent that
          such Schedule or Exhibit may be amended, modified or supplemented (or
          any term or provision of any Transaction Document may be amended that
          would have the effect of amending, modifying or supplementing
          information contained in such Schedule or Exhibit) in compliance with
          the terms of the Transaction Documents.

     (e)  Any reference in this Agreement to any representation, warranty or
          covenant "deemed" to have been made is intended to encompass only
          representations, warranties or covenants that are expressly stated to
          be repeated on or as of dates following the execution and delivery of
          this Agreement, and no such
<PAGE>

          reference shall be interpreted as a reference to any implicit,
          inferred, tacit or otherwise unexpressed representation, warranty or
          covenant.

     (f)  The words "include", "includes" or "including" shall be interpreted as
          if followed, in each case, by the phrase "without limitation".

     (g)  Save where the contrary is indicated, any reference in this Agreement
          to costs, charges, expenses and remuneration shall be deemed to
          include references to any value added tax or similar tax charged or
          chargeable in respect thereof.

2.   OFFER OF RECEIVABLES

2.1  Offer of Receivables

     (a)  The Originator may make an Offer for the sale of Receivables (other
          than Excluded Receivables) to the Purchaser on any Business Day
          falling on or after the date on which the Purchaser has confirmed that
          it has received in form and substance satisfactory to it each of the
          documents specified in the Closing Documents List by delivering to the
          Master Servicer as agent authorised by the Purchaser to receive such
          an Offer on its behalf, by letter, fax or electronic mail an Offer
          Letter substantially in the form set out in Schedule 1 to this
          Agreement.

     (b)  Each Offer Letter delivered by the Originator pursuant to Clause
          2.1(a) shall:

          (i)   specify the total of the Outstanding Face Amounts and the
                Outstanding Face Amounts in each Approved Currency of the
                Receivables offered pursuant thereto and have the applicable
                Dutch Originator Daily Report substantially in the form set out
                in Schedule 2 to this Agreement and a list of such Receivables
                appended to it;

          (ii)  specify any amount of set-off exercised with regard to such
                Receivables;

          (iii) be delivered no later than [12.00 pm (London time)] on any
                Business Day and, if it is delivered after this time, it shall
                be deemed to be delivered on the next Business Day; and

          (iv)  constitute an offer by the Originator to sell (by way of an
                equitable assignment) to the Purchaser absolutely with full
                title guarantee (other than to the extent such full title
                guarantee would be inconsistent with the representations made by
                the Originator when making an Offer) all of the Originator's
                beneficial right, title and interest in and to the Receivables
                (and the related benefit of any guarantees referable thereto) to
                which such Offer relates at the related Purchase Price
                calculated in accordance with Clause 2.4 and on the terms and
                conditions of this Agreement.

     (c)  Each Receivable comprised in an Offer shall for the purposes of
          calculating the related Purchase Price in accordance with Clause 2.4
          be deemed to be an Eligible Receivable, unless otherwise specified in
          such Offer Letter.
<PAGE>

2.2  Acceptance of Offers

     (a)  Immediately upon receipt of the Offer Letter and Dutch Originator
          Daily Report, the Master Servicer shall print off such Offer Letter
          and Dutch Originator Daily Report in full. Immediately upon completion
          of such printing out the Master Servicer shall send a Notification to
          the Purchaser. Only after receiving such Notification from the Master
          Servicer and only after the Purchaser has printed out such
          Notification in full may the Purchaser accept the Offer. Such
          acceptance shall be made (if at all) no earlier than 3.00 pm London
          time on the day on which such Notification is printed off and no later
          than five Business Days following that upon which such Notification is
          received. Notwithstanding any of the other provisions of this
          Agreement and the Transaction Documents, the Purchaser shall not be
          obliged to accept any Offers.

     (b)  Each Offer may be accepted by the Purchaser only with respect to the
          Receivables specified in the relevant Offer Letter and any purported
          form of acceptance of an Offer otherwise than in the manner specified
          in this Clause 2 shall be null and void and of no effect (and for the
          avoidance of doubt nothing in this Agreement or in any Offer Letter or
          in any other document shall of itself operate so as to convey or
          transfer to any person any beneficial interest in any Receivables).

     (c)  Each Offer shall, immediately upon sending, be irrevocable and binding
          on the Originator until (if not accepted before such time) close of
          business (New York time) five (5) Business Days following the date
          when such Offer is sent (or such longer period of time for acceptance
          as may be agreed upon by the Originator and the Master Servicer on
          behalf of the Purchaser) when such Offer shall lapse.

     (d)  Except as provided below, an Offer may only be accepted by payment of
          the Purchase Price in the relevant Approved Currency in respect of the
          relevant Receivables denominated in such Approved Currency being made
          by or on behalf of the Purchaser to the Originator or on its behalf.
          The Purchase Price of Receivables in an Approved Currency shall be
          determined in accordance with Clause 2.4 by reference to the
          Outstanding Face Amounts of all the Receivables denominated in such
          Approved Currency which are the subject of such Offer.

     (e)  The Purchaser shall ensure that each payment made by it or on its
          behalf in order to accept an Offer is made by payment directly into
          the relevant account specified by the Originator in the Offer Letter
          and notified to the Purchaser by the Master Servicer in the applicable
          Notification.

     (f)  Save as otherwise provided herein, the Purchaser shall make funds
          available in relation to each Offer which it decides to accept by
          payment of the related Purchase Price (determined in accordance with
          the provisions of Clause 2.4).
<PAGE>

          The Purchaser (or any other person on its behalf) shall only give
          instructions or directions for the making of any payment as mentioned
          in Clause 2.2(d) after the Offer to which such payment relates has
          been printed off in full by the Master Servicer and the Purchaser has
          received from the Master Servicer and printed off in full the
          Notification in accordance with Clause 2.4(b). Such instructions or
          direction shall be copied to the Master Servicer provided that, for
          the avoidance of doubt, the copying of such instructions or directions
          to the Master Servicer shall not be a condition precedent to the
          formation of any agreement for the sale of any assets which are the
          subject of any Offer.

2.3  Assignment of Receivables and Perfection

     (a)  Upon acceptance of any Offer in accordance with Clauses 2.2(a) to
          2.2(f) inclusive, the Originator's beneficial rights, title and
          interest in and to (i) the Receivables to which such Offer relates,
          (ii) the Related Property and (iii) all Collections (and the related
          benefit of any guarantees referable to (i), (ii) and (iii)) shall
          thereupon pass to the Purchaser. Such property shall be referred to
          collectively herein as the "Receivable Assets".

     (b)  Subject to Clause 2.3(d), the Originator and the Purchaser will take
          all such steps and comply with all such formalities as are specified
          in Clause 6.3(c) as may be reasonably required to perfect or more
          fully to evidence or secure the title of the Purchaser to the
          Receivables assigned (or purported to be assigned) pursuant to Clause
          2.3(a), provided that the right to require the steps and formalities
          specified in Clause 6.3(b) to be taken shall only exist on and after
          the Originator Termination Date.

     (c)  Subject to Clause 2.3(d), the Originator and the Purchaser in order to
          secure the Company's interest in the Receivables and the performance
          of its obligations in respect thereof pursuant to this Agreement, the
          Pooling Agreement and any related Supplement and any accepted Offer
          hereby agree to enter into the Security Power of Attorney referred to
          in the Closing Documents List in a form appended to Schedule 3 of this
          Agreement.

     (d)  Notwithstanding the provisions of Clause 6.3(b), all parties hereto
          (including the Purchaser as the donee of the Security Power of
          Attorney) hereby agree that none of the powers conferred pursuant to
          such Security Power of Attorney may at any time be exercised unless at
          such time the Originator Termination Date has been declared.

2.4  Purchase Price

     (a)  The Purchase Price of the Eligible Receivables which are the subject
          of an Offer shall be equal to the product of (a) the aggregate
          Outstanding Face Amounts of Eligible Receivables as set forth in the
          applicable Dutch Originator Daily Report delivered in accordance with
          Clause 2.1 of this
<PAGE>

          Agreement and (b) one hundred per cent (100%) minus the Discounted
          Percentage.

     (b)  The Master Servicer shall, immediately on receipt of an Offer pursuant
          to Clauses 2.1(b) print out in full the Offer Letter and Dutch
          Originator Daily Report and immediately upon completion of such
          printing out deliver a Notification to the Purchaser.

     (c)  Each calculation made by the Master Servicer pursuant to this Clause
          2.4 shall, in the absence of manifest error, be conclusive. For the
          avoidance of doubt, the ginving of the Notification as referred to in
          Clause 2.4(b) shall not be required in order to effect acceptance of
          an Offer.

2.5  Trust

     (a)  If for any reason any Receivable which is the subject of an accepted
          Offer cannot be duly assigned to the Purchaser as contemplated hereby
          then with effect from the date of the purported assignment thereof the
          Originator shall hold the same and all Collections related thereto on
          trust absolutely to the extent possible under the applicable law.

     (b)  The provisions of (a) above shall be without prejudice to any
          obligations or representations of the Originator hereunder in respect
          of any such Receivables.

2.6  No Repurchase

     Subject to Clause 2.8, the Originator shall not have any right or
     obligation under this Agreement, by implication or otherwise, to repurchase
     from the Purchaser any Receivables or other Receivable Assets related to
     such Receivables or to rescind or otherwise retroactively effect any
     purchase of any such Receivables or other Receivable Assets related to such
     Receivables after the Purchase Date relating thereto, provided that the
     foregoing shall not be interpreted to limit the right of the Company to
     receive the Originator Dilution Adjustment Payment, the Originator
     Adjustment Payment or the Originator Indemnification Payment.

2.7  Rebates, Adjustments, Returns, Reductions and Modifications

     From time to time the Originator may make a Dilution Adjustment to a
     Receivable in accordance with this Clause 2.7 and Clause 5.2, provided that
     if the Originator cancels an invoice related to such Receivable, either (i)
     such invoice must be replaced, or be caused to be replaced, by the
     Originator with an invoice relating to the same transaction of equal or
     greater Principal Amount on the same Business Day that such cancellation
     was made, (ii) such invoice must be replaced, or be caused to be replaced,
     by the Originator with an invoice relating to the same transaction of a
     lesser Principal Amount on the [same Business Day] that such cancellation
     was made and the Originator must make the Originator Dilution Adjustment
     Payment, to the Purchaser, in an amount equal to the difference between
     such cancelled and replacement invoices
<PAGE>

     or (iii) the Originator must make the Originator Dilution Adjustment
     Payment, to the Purchaser in an amount equal to the full value of such
     cancelled invoice pursuant to this Clause 2.7. The Originator agrees to pay
     to the Purchaser, on the Purchase Date immediately succeeding the date any
     Dilution Adjustment is granted or made pursuant hereto by the Originator,
     the amount of any such Dilution Adjustment (an "Originator Dilution
     Adjustment Payment"). The amount of any Dilution Adjustment shall be set
     forth on the first Daily Report prepared after the date on which such
     Dilution Adjustment was granted or made. [Weil Gotshal - please clarify the
     difference in timing between this Clause and Clause 2.8(b)]

2.8  Payments in Respect of Ineligible Receivables and Originator
     Indemnification Payments

     (a)  In the event of a breach of any of the representations and warranties
          contained in Clauses 3.3(a), 3.3(b), 3.3(c), 3.3(d) or 3.3(f) in
          respect of any Receivable sold hereunder or if the Purchaser's
          interest in any Receivable is not a full and beneficial ownership, the
          Originator shall, within 30 days after receipt of written notice of
          such breach or defect from the Purchaser, remedy the matter giving
          rise to such breach of representation or warranty if such matter is
          capable of being remedied. If such matter is not capable of being
          remedied or is not so remedied within said period of 30 days, the
          Originator upon request of the Purchaser shall repurchase the relevant
          Receivable from the Purchaser at a repurchase price (without
          duplication of any Originator Dilution Adjustment Payments made
          pursuant to Clause 2.7 hereof), equal to the original Principal Amount
          of such Receivable less Collections received by the Purchaser in
          respect of such Receivable (the "Originator Adjustment Payment"). Upon
          the payment of the Originator Adjustment Payment hereunder, the
          Purchaser shall automatically agree to pay to the Originator all
          Collections received subsequent to such repurchase with respect to
          such repurchased Receivable. The parties agree that if there is a
          breach of any of the representations and warranties of the Originator
          contained in Clause 3.3(a), 3.3(b) or 3.3(c) in respect of or
          concerning any Receivable, the Originator's obligation to pay the
          Originator Adjustment Payment under this Clause 2.8 is a reasonable
          pre-estimate of loss and not a penalty (and neither the Purchaser nor
          any other person or entity having an interest in this Agreement
          through the Purchaser shall be entitled to any other remedies as a
          consequence of any such breach).

     (b)  Special Indemnification In addition to its obligations under Clause
          7.2, the Originator agrees to pay, indemnify and hold harmless
          (without duplication of any Originator Dilution Adjustment Payments
          made pursuant to Clause 2.7 hereof) the Purchaser from and against any
          loss, liability, expense, damage or injury which may at any time be
          imposed on, incurred by or asserted against the Purchaser in any way
          relating to or arising out of (i) any Receivable attributable to the
          Originator becoming subject to any defence, dispute, offset or
          counterclaim of any kind (other than as expressly permitted by this
<PAGE>

          Agreement or the Pooling Agreement or any Supplement) or (ii) the
          Originator breaching any covenant contained herein with respect to any
          Receivable (each of the foregoing events or circumstances being an
          "Originator Indemnification Event"), and such Receivable (or a portion
          thereof) ceasing to be an Eligible Receivable on the date on which the
          Originator Indemnification Event occurs. The amount of such
          indemnification shall be equal to the original Principal Amount of
          such Receivable less Collections received by the Purchaser in respect
          of such Receivable (the "Originator Indemnification Payment"). Such
          payment shall be made on or prior to the [tenth Business Day] after
          the day the Purchaser requests such payment or the Originator obtains
          knowledge thereof unless such Originator Indemnification Event shall
          have been cured on or before such tenth Business Day, provided,
          however, that in the event that (x) the Originator Termination Event
          with respect to the Originator has occurred and is continuing or (y)
          the Purchaser shall be required to make a payment with respect to such
          Receivable pursuant to Clause 2.7 of the Contribution Agreement and
          the Purchaser has insufficient funds to make such a payment, the
          Originator shall make such payment immediately. The Purchaser shall
          have no further remedy against the Originator in respect of such an
          Originator Indemnification Event unless the Originator fails to make
          the Originator Indemnification Payment on or prior to such tenth
          Business Day or on such earlier day in accordance with the provisions
          set forth in this Clause 2.8(b). Upon the making of an Originator
          Indemnification Payment, the Purchaser shall automatically agree to
          pay to the Originator all Collections received subsequent to such
          payment with respect to the Receivable in respect of which the
          Originator Indemnification Payment is made.

2.9  Certain Charges

     The Originator and the Purchaser hereby agree that late charge revenue,
     reversals of discounts, other fees and charges and other similar items,
     whenever created, accrued in respect of Receivables shall be, to the extent
     possible under the applicable law, the property of the Purchaser
     notwithstanding the occurrence of an Early Termination and all Collections
     with respect thereto shall continue to be allocated and treated as
     Collections in respect of the Receivables transferred, conveyed, assigned
     and sold to the Purchaser pursuant to Clause 2 hereof.

2.10 Certain Allocations

     The Originator, as Local Servicer, hereby agrees that if it can attribute a
     Collection to a specific Obligor and a specific Receivable, then such
     Collection shall be applied to pay such Receivable of such Obligor,
     provided, however, that if it cannot attribute a Collection to a specific
     Receivable, then such Collection shall be applied to pay the Receivables of
     such Obligor in the order of maturity of such Receivables, beginning with
     the Receivable that has been outstanding the shortest and ending with the
     Receivable that has been outstanding the longest.
<PAGE>

3.   REPRESENTATIONS AND WARRANTIES

3.1  Representations and Warranties of the Originator

     The Originator represents and warrants to the Purchaser that each of the
     following statements is true at the time of each offer as of the Effective
     Date that:

     (a)  Organisation; Powers  It (i) is a company with limited liability
          incorporated under the laws of the Netherlands, (ii) has all requisite
          power and authority to own its property and assets and to carry on its
          business as now conducted and as proposed to be conducted, (iii) is
          qualified to do business in, and is in good standing in, every
          jurisdiction where the nature of its business so requires, except
          where the failure so to qualify could not reasonably be expected to
          result in a Material Adverse Effect with respect to it and (iv) has
          the corporate power and authority to execute, deliver and perform its
          obligations under this Agreement and each of the other Transaction
          Documents to which it is a party and each other agreement or
          instrument contemplated hereby or thereby to which it is or will be a
          party.

     (b)  Authorisation  The execution, delivery and performance by it of each
          of the Transaction Documents to which it is a party and the
          performance of the Transactions (i) have been duly authorised by all
          requisite company and, if applicable and required, shareholder action
          and (ii) will not (A) violate (1) any Requirement of Law applicable to
          it or (2) any provision of any Transaction Document or other material
          Contractual Obligation to which it is a party or by which it or any of
          its property is or may be bound, (B) be in conflict with, result in a
          breach of or constitute (alone or with notice or lapse of time or
          both) a default under, or give rise to any right to accelerate or to
          require the prepayment, repurchase or redemption of any obligation
          under any Transaction Document or any other material Contractual
          Obligation to which it is a party or by which it or any of its
          property is or may be bound except where any such conflict, violation,
          breach or default referred to in sub-clause (A) or (B), individually
          or in the aggregate, could not reasonably be expected to have a
          Material Adverse Effect with respect to it or (C) result in the
          creation or imposition of any Lien upon the Receivables (other than
          Permitted Liens and any Lien created under the Transaction Documents
          or contemplated or permitted thereby).

     (c)  Enforceability  This Agreement and each of the other Transaction
          Documents to which it is a party have been duly executed and delivered
          by it and constitutes its legal, valid and binding obligation
          enforceable against it in accordance with its respective terms,
          subject (a) to applicable bankruptcy, insolvency, reorganisation,
          moratorium and other similar laws affecting the enforcement of
          creditors' rights generally, from time to time in effect and (b) to
          general principles of reasonableness and fairness (redelijkheid en
          billijkheid).

                                      12
<PAGE>

     (d)  Litigation; Compliance with Laws

          (i)  There are no actions, suits or proceedings at law or in equity or
               by or before any Governmental Authority now pending or, to its
               knowledge, threatened against it in respect of which there exists
               a reasonable possibility of an outcome that would result in a
               Material Adverse Effect with respect to it.

          (ii) The Originator is not in default with respect to any judgment,
               writ, injunction, decree or order of any Governmental Authority,
               where such violation or default could reasonably be expected to
               result in a Material Adverse Effect with respect to it.

     (e)  Agreements

          (i)  It is not a party to any agreement or instrument or subject to
               any corporate restriction that has resulted or could reasonably
               be expected to result in a Material Adverse Effect with respect
               to it.

          (ii) It is not in default in any manner under any provision of any
               Contractual Obligation to which it is a party or by which it or
               any of its properties or assets are bound, where such default
               could reasonably be expected to result in a Material Adverse
               Effect with respect to it.

     (f)  Tax Returns   It has filed or caused to be filed all material tax
          returns and has paid or caused to be paid or made adequate provision
          for all taxes due and payable by it and all assessments received by it
          except to the extent that non-payment (i) is being contested in good
          faith or (ii) could not reasonably be expected to result in a Material
          Adverse Effect with respect to it.

     (g)  Solvency    No Insolvency Event with respect to it has occurred and
          the sale, assignment, conveyance and transfer of the Receivables by it
          to the Purchaser has not been made in contemplation of the occurrence
          thereof.

     (h)  No Originator Termination Event  As of the Effective Date, no
          Potential Originator Termination Event or Originator Termination Event
          with respect to it has occurred and is continuing.

     (i)  Any Claim to rank pari passu  It shall ensure that at all times the
          claims of the Purchaser against it under this Agreement rank at least
          pari passu with the claims of all its other unsecured creditors save
          those whose claims are preferred by any bankruptcy, insolvency or
          other similar laws of general application;

     The representations and warranties as of the date made set forth in this
     Clause 3.1 shall survive the transfer, assignment, conveyance and sale of
     the Receivables and the other Receivable Assets to the Purchaser. Upon
     discovery by a Responsible Officer of the Purchaser or the Master Servicer
     or by a Responsible Officer of the Originator of a

                                      13
<PAGE>

     breach of any of the foregoing representations and warranties, the party
     discovering such breach shall give prompt written notice to the other
     parties.

3.2  Representations and Warranties of the Originator Relating to the
     Receivables

     The Originator hereby represents and warrants to the Purchaser on each
     Purchase Date with respect to the Receivables originated by it, being sold,
     transferred, assigned and conveyed to the Purchaser as of such date:

     (a)  Receivables Description  The Dutch Originator Daily Report delivered
          or transmitted pursuant to Clause 2.1(b) sets forth in all material
          respects an accurate and complete listing of all Receivables related
          thereto, to be offered for sale, transfer, assignment and conveyance
          to the Purchaser on the date of such Offer and any purchase made upon
          acceptance thereof and the information contained therein in accordance
          with Schedule 2 with respect to each such Receivable is true and
          correct as of such date.

     (b)  No Liens  Each Receivable existing on the Effective Date or, in the
          case of Receivables sold, transferred, assigned and conveyed to the
          Purchaser after the Effective Date, on the date that each such
          Receivable shall have been sold, transferred, assigned and conveyed to
          the Purchaser, has been sold, transferred, assigned and conveyed to
          the Purchaser free and clear of any Liens, except for Permitted Liens
          and Trustee Liens.

     (c)  Eligible Receivable  On the Effective Date, each Receivable that is
          represented to be an Eligible Receivable on such date in the Dutch
          Originator Daily Reports or Daily Reports is an Eligible Receivable on
          the Effective Date and, in the case of Receivables sold, transferred,
          assigned and conveyed to the Purchaser after the Effective Date, each
          such Receivable that is represented to be an Eligible Receivable sold,
          transferred, assigned and conveyed to the Purchaser on such Purchase
          Date is an Eligible Receivable on such Purchase Date.

     (d)  Governing Law  (intentionally deleted)

     (e)  Assignment  The assignment of each Receivable the subject of such
          offer as herein contemplated will not violate any law or any agreement
          by which the Originator may be bound.

     (f)  Performance of Obligations  In all material respects it has performed
          and is in compliance with the terms of the contract relating to each
          Receivable the subject of an offer.

The representations and warranties as of the date made set forth in this Clause
3.2 shall survive the sale, transfer, assignment and conveyance of the
Receivables and other Receivable Assets to the Purchaser. Upon discovery by a
Responsible Officer of the Purchaser or the Master Servicer or a Responsible
Officer of the Originator of a breach of any of the representations and
warranties (or of any Receivable encompassed by the representation and

                                      14
<PAGE>

warranty in subsection 3.2(c) not being an Eligible Receivable as of the
relevant Purchase Date), the party discovering such breach shall give prompt
written notice to the other parties.

4.   AFFIRMATIVE COVENANTS

The Originator hereby agrees that, so long as there are any amounts outstanding
with respect to Receivables or until an Early Termination, whichever is later,
it shall:

4.1  Financial Statements, Reports, etc

     (a)  Furnish to the Purchaser, within 150 days after the end of each fiscal
          year, its balance sheet and related statements of income,
          shareholders' equity and cash flows showing its financial condition as
          of the close of such fiscal year and the results of its operations
          during such year, as audited by its Independent Public Accountants and
          accompanied by an opinion of such accountants (which shall not be
          qualified in any material respect) to the effect that such financial
          statements fairly present in all material respects the financial
          condition and results of operations of the Originator. Such accounts
          to be prepared in accordance with accounting principles generally
          accepted in the Netherlands and consistently applied giving a true and
          fair view of the financial condition of the Originator;

     (b)  Furnish to the Purchaser, together with the financial statements
          required pursuant to sub-clauses (i) and (ii) above, a compliance
          certificate signed by a Responsible Officer of the Originator stating
          that (aa) the attached financial statements have been prepared in
          accordance with GAAP and accurately reflect the financial condition of
          the Originator and (bb) to the best of such Responsible Officer's
          knowledge, no Originator Termination Event or Potential Originator
          Termination Event exists, or if any Originator Termination Event or
          Potential Originator Termination Event exists, stating the nature and
          status thereof;

     (c)  Furnish to the Purchaser copies of all financial statements, financial
          reports and proxy statements so furnished;

     (d)  Furnish to the Purchaser, promptly, from time to time, such historical
          information, including ageing and liquidation schedules, in form and
          substance satisfactory to the Funding Agent and the Rating Agencies,
          as the Purchaser may reasonably request; and

     (e)  Furnish to the Purchaser, promptly, from time to time, such other
          information regarding its operations, business affairs and financial
          condition, or compliance with the terms of any Transaction Document,
          in each case as the Purchaser may reasonably request.

                                      15
<PAGE>

4.2  Compliance with Law and Policies

     (a)  Comply with all Requirements of Law and material Contractual
          Obligations to which it is subject and which are applicable to it
          except to the extent that non-compliance would not reasonably be
          likely to result in a Material Adverse Effect with respect to it.

     (b)  Perform its obligations in accordance with the Policies, as amended
          from time to time in accordance with the Transaction Documents, in
          regard to the Receivables and the other Receivable Assets.

4.3  Inspection of Property; Books and Records; Discussions

     Keep proper books of records and account in which entries in conformity
     with GAAP shall be made of all dealings and transactions in relation to its
     business and activities; and permit representatives of the Purchaser upon
     reasonable advance notice to visit and inspect any of its properties and
     examine and make abstracts from any of its books and records during normal
     business hours on any Local Business Day and as often as may reasonably be
     requested, subject to the Originator's security and confidentiality
     requirements and to discuss the business, operations, properties and
     financial condition of the Originator with officers and employees of the
     Originator and with its Independent Public Accountants.

4.4  Collections

     Instruct each Obligor to make payments in respect of its Receivables to
     [a/the] Collection Account(s) and to comply in all material respects with
     procedures with respect to Collections reasonably specified from time to
     time by the Purchaser. In the event that any payments in respect of any
     such Receivables are made directly to the Originator (including, without
     limitation, any employees thereof or independent contractors employed
     thereby), the Originator shall within one (1) Local Business Day of receipt
     thereof, deliver or deposit such amounts to [a/the] Collection Account(s)
     and, prior to forwarding such amounts, the Originator shall hold such
     payments in trust to the extent possible under applicable law for the
     account and benefit of the Purchaser.

4.5  Furnishing Copies, etc

     Furnish to the Purchaser (subject to Clause 7.13 hereof):

     (a)  within five (5) Local Business Days of the Purchaser's request, a
          certificate of a Responsible Officer of the Originator, certifying, as
          of the date thereof, to the knowledge of such officer, that no
          Originator Termination Event has occurred and is continuing or if one
          has so occurred, specifying the nature and extent thereof and any
          corrective action taken or proposed to be taken with respect thereto;

                                      16
<PAGE>

     (b)  promptly after a Responsible Officer of the Originator obtains
          knowledge of the occurrence of any Originator Termination Event or
          Potential Originator Termination Event, written notice thereof;

     (c)  promptly following request therefor, such other information,
          documents, records or reports regarding or with respect to the
          Receivables of the Originator, as the Purchaser may from time to time
          reasonably request; and

     (d)  promptly upon determining that any Receivable originated by it
          designated as an Eligible Receivable on the Daily Report or Monthly
          Settlement Report was not an Eligible Receivable as of the date
          provided therefor, written notice of such determination.

4.6  Responsibilities of the Originator as Local Servicer

     Notwithstanding anything herein to the contrary, (i) the Originator, while
     acting as Local Servicer, shall perform or cause to be performed all of its
     obligations under the Policies related to the Receivables to the same
     extent as if such Receivables had not been sold, assigned, transferred and
     conveyed to the Purchaser hereunder, (ii) the exercise by the Purchaser of
     any of its rights hereunder shall not relieve the Originator of its
     obligations with respect to such Receivables and (iii) except as provided
     by law, the Purchaser shall not have any obligation or liability with
     respect to any Receivables, nor shall the Purchaser be obligated to perform
     any of the obligations or duties of the Originator.

4.7  Assessments

     Pay before the same become delinquent and discharge all taxes, assessments,
     levies and other governmental charges imposed on it except such taxes,
     assessments, levies and governmental charges which are being contested in
     good faith and for which the Originator has set aside on its books adequate
     reserves in accordance with GAAP.

4.8  Marking of Records

     The Originator will maintain a system that will clearly and unambiguously
     indicate that the Receivables have been sold, assigned, conveyed or
     transferred to the Purchaser, contributed by the Purchaser to the Company
     and thereupon a Participation and security interest granted by the Company
     to the Trustee. The Originator agrees that from time to time it will
     promptly execute and deliver all instruments and documents, and take all
     further action, that Purchaser, the Company or the Trustee may reasonably
     request in order to perfect, protect or more fully evidence the Trustee's
     first priority perfected security interest in such Receivables and the
     related Collections.

5.   NEGATIVE COVENANTS

     The Originator hereby agrees that, so long as there are any amounts
     outstanding with respect to Eligible Receivables originated by it,
     previously sold, assigned, conveyed or

                                      17
<PAGE>

     transferred by it to the Purchaser or until an Early Termination, whichever
     is the later, it shall not:

5.1  Limitations on Transfers of Receivables, etc

     At any time sell, convey, assign, transfer or otherwise dispose of any of
     the Receivables or other Receivable Assets relating thereto, except as
     contemplated by the Transaction Documents.

5.2  Extension or Amendment of Receivables

     Whether acting as Local Servicer or otherwise, extend, make any Dilution
     Adjustment to, rescind, cancel, amend or otherwise modify, or attempt or
     purport to extend, amend or otherwise modify, the terms of any Receivables,
     unless (a) (i) such cancellation, termination, amendment, modification, or
     waiver is made in accordance with the servicing standards set forth in
     Clause 4.12 of the Servicing Agreement (and would have been made in the
     ordinary course of business), (ii) if such cancellation, termination,
     amendment, modification or waiver arose as a result of a request from an
     Obligor, (iii) if any such amendment, modification or waiver does not cause
     such Receivable to cease to be an Eligible Receivable and (iv) such
     cancellation, termination, amendment, modification or waiver would not have
     a material and prejudicial effect on the collectibility of the relevant
     Receivable or (b) such Dilution Adjustment is the result of a pre-existing
     contractual obligation between it and the related Obligor with respect to
     such Receivable provided, that in the event the Originator cancels an
     invoice related to a Receivable, the Originator must make the Originator
     Dilution Adjustment Payment in accordance with Clause 2.7, provided,
     further that in the event the Originator cancels an invoice related to a
     Receivable, either (i) such invoice must be replaced with an invoice
     relating to the same transaction as the cancelled invoice of equal or
     greater Principal Amount on the same day, (ii) such invoice must be
     replaced with an invoice relating to the same transaction as the cancelled
     invoice of a lesser Principal Amount on the same Business Day and the
     Originator must make the Originator Dilution Adjustment Payment, to the
     Purchaser, in an amount equal to the difference between such cancelled and
     replacement invoices or (iii) the Originator must make the Originator
     Dilution Adjustment Payment, to the Purchaser, in an amount equal to the
     full value of such cancelled invoice pursuant to Clause 2.7.

5.3  Change in Payment Instructions to Obligors

     Instruct any Obligor of any Receivables to make any payments with respect
     to any Receivables other than by cheque or wire transfer to [a/the]
     Collection Account.

5.4  Policies

     Make any change or modification (or permit any change or modification to be
     made) in any material respect to the Policies, except (i) if such changes
     or modifications are necessary under any Requirement of Law, or (ii) if the
     Rating Agency Condition is satisfied with respect thereto, provided,
     however, that if any change or modification,

                                      18
<PAGE>

     other than a change or modification permitted pursuant to sub-clause (i)
     above, would reasonably be expected to have a Material Adverse Effect with
     respect to a Series which is not rated by a Rating Agency, the consent of
     Investor Certificateholders representing Fractional Undivided Interests
     aggregating not less than 51% of the Adjusted Invested amount of such
     Series (or, as otherwise specified in the related Supplement) shall be
     required to effect such change or modification.

5.5  Ineligible Receivables

     Without the prior written approval of the Purchaser, take any action which
     to its knowledge would cause, or would permit, a Receivable that was
     designated as an Eligible Receivable on the Purchase Date relating to such
     Receivable to cease to be an Eligible Receivable, except as otherwise
     expressly provided by this Agreement.

5.6  Business of the Originator

     Fail to maintain and operate the business currently conducted by the
     Originator, and business activities reasonably incidental or related
     thereto in substantially the manner in which it is presently conducted and
     operated if such failure would reasonably be expected to result in a
     Material Adverse Effect with respect to it.

5.7  Limitation on Fundamental Changes

     Enter into any merger or consolidate with another Person or sell, lease,
     transfer or otherwise dispose of assets constituting all or substantially
     all of its assets and its consolidated Subsidiaries (taken as a whole) to
     another Person or liquidate or dissolve unless:

     (a)  either (i) the Originator is the surviving entity;

     (b)  subject to Clause 7.13 hereof, it has delivered to the Trustee a
          certificate executed by a Responsible Officer of the Originator
          addressed to the Trustee (i) stating that such consolidation, merger,
          conveyance or transfer complies with this Clause 5.7 and (ii) further
          stating in the Responsible Officer's certificate that all conditions
          precedent herein provided for relating to such transaction have been
          complied with;

     (c)  it has delivered to the Trustee an Opinion of Counsel from a
          nationally recognised legal counsel to the effect that the assignment
          of Receivables to the Purchaser by such Surviving Person, after the
          date of such merger, consolidation, sale, lease, transfer or disposal
          of assets, shall be treated as a "true sale" of any such Receivables;

     (d)  it has delivered to the Trustee a General Opinion; and

     (e)  the Rating Agency Condition has been satisfied.

                                      19
<PAGE>

5.8  Administration and Winding Up

     The Originator hereby undertakes to the Purchaser that, until one year and
     one day has elapsed since the last day on which Commercial Paper was
     outstanding, it will not petition or commence proceedings for the
     administration or winding up (nor join any person in the petition or
     commencement of proceedings for the administration or winding up) of the
     Purchaser.

6.   TERMINATION EVENTS

6.1  Originator Termination Events

     The following events shall be construed as "Originator Termination Events"

     (a)  the Originator shall fail to pay any amount due hereunder in
          accordance with the provisions hereof and such failure shall continue
          unremedied for a period of five Business Days from the earlier to
          occur of (i) the date upon which a Responsible Officer of the
          Originator obtains actual knowledge of such failure or (ii) the date
          on which written notice of such failure, requiring the same to be
          remedied, shall have been given (A) to the Originator by the Purchaser
          or the Trustee or (B) to the Purchaser, to the Trustee and to the
          Originator by holders of Investor Certificates evidencing 25% or more
          of the Aggregate Invested Amount; or

     (b)  the Originator shall fail to observe or perform any other covenant or
          agreement applicable to it contained herein (other than as specified
          in sub-clause (a) of this Clause 6.1) that has a Material Adverse
          Effect with respect to it and that continues unremedied until ten (10)
          Local Business Days after the date on which written notice of such
          failure, requiring the same to be remedied shall have been given (A)
          to the Originator by the Purchaser or the Trustee or (B) to the
          Purchaser, to the Trustee and to the Originator by holders of Investor
          Certificates evidencing 25% or more of the Aggregate Invested Amount,
          provided that if such failure may be cured and the Originator is
          diligently pursing such cure, such event shall not constitute the
          Originator Termination Event for an additional thirty (30) days; or

     (c)  any representation or warranty made by the Originator in this
          Agreement or in any certificate delivered pursuant to this Agreement
          shall prove to have been incorrect in any material respect when made
          or deemed made, and which continues unremedied until ten (10) Local
          Business Days after the date on which written notice thereof,
          requiring the same to be remedied, shall have been given (A) to the
          Originator by the Purchaser or the Trustee or (B) to the Purchaser, to
          the Trustee and to the Originator by holders of Investor Certificates
          evidencing 25% or more of the Aggregate Invested Amount, provided that
          if such incorrectness may be cured and the Originator is diligently
          pursuing such cure, such event shall not constitute the Originator
          Termination Event for an additional thirty (30) days and provided
          further that the Originator Termination Event shall not be deemed to
          have occurred under

                                      20
<PAGE>

          this sub-clause (c) based upon a breach of any representation or
          warranty set forth in Clause 3.3 if the Originator shall have complied
          with the provisions of Clause 2.8 in respect thereof; or

     (d)  the Originator has been terminated as Local Servicer with respect to
          the Receivables originated by it, and not replaced as a Local Servicer
          by an affiliate of Huntsman ICI, following a Master Servicer Default
          under the Servicing Agreement.

6.2  Program Termination Events

     The following events shall be construed as "Program Termination Events":

     (a)  an Insolvency Event shall have occurred with respect to the
          Originator; or

     (b)  there shall have occurred and be continuing (i) an Early Amortisation
          Event set forth in Clause 7.01 of the Pooling Agreement or (ii) the
          Amortisation Period with respect to all Outstanding Series; or

     (c)  a Federal (or equivalent) tax notice of Lien, in an amount equal to or
          greater than $500,000, shall have been filed against the Originator
          unless there shall have been delivered to the Trustee and the Rating
          Agencies proof of release of such Lien; or

     (d)  any Originator Termination Event shall have occurred and be continuing
          with respect to the Originator that, as of the last Monthly Settlement
          Report, had originated more than 10% of the Aggregate Receivables
          Amount reflected on such report; or

     (e)  an Originator Termination Event shall have occurred but the Originator
          has not been terminated within 10 calendar days in accordance with
          Clause 2.10 of the Pooling Agreemen.

6.3  Remedies

     (a)  Upon the occurrence and continuance of any Originator Termination
          Event as described in clause 6.1, the Purchaser shall (i) cease to
          accept any Offer for Sale of Receivables from such Originator
          Termination Event and (ii) the originator shall be terminated as an
          Originator upon 10 days written notice (the date on which such notice
          becomes effect, the "Originator Termination Date"), provided that such
          removal or termination shall be in accordance with clause 2.10 or the
          Pooling Agreement.

     (b)  Upon the occurrence and continuance of any Program termination Event
          and after the expiration of any applicable cure period as described in
          clause 6.3, the Pruchaser shall cease without further notice, which
          the Originator hereby waives, to accept any Offer hereunder (such date
          of termination, the "Program Termination Date"), and there shall be an
          Early Amortisation Event pursuant to clause 7.01 of the Pooling
          Agreement.

                                      21
<PAGE>

          (c)  Each Originator agrees that, upon the occurrence and during the
               continuation of Program Termination Event as described in Clauses
               6.2(a) or (b)(i):

               (i)    the Purchaser (and its assignees) shall have the right at
                      any time, or require that the Originator, at its expense,
                      give Notice of Assignment to the Obligors in respect of
                      the Receivables and other Receivables Assets of the
                      assignment thereof to the Purchaser and may direct that
                      payment of all amounts due or to become due under the
                      Receivables be made directly to the relevant currency
                      Company Concentration Account;

               (ii)   each Originator in such capacity or in its capacity as
                      Local Servicer, shall, upon the Purchaser's (or its
                      assignees') written request and at the Originator's
                      expense, (A) assemble all of its documents, instruments
                      and other records (including credit files and computer
                      tapes or disks) that (1) evidence or will evidence or
                      record Receivables and (2) are otherwise necessary or
                      desirable to effect Collections of such Receivables
                      including (i) Receivable specific information including,
                      when applicable, invoice number, invoice due date, invoice
                      value, purchase order reference, shipping date, shipping
                      address, shipping terms, copies of delivery notes, bills
                      of lading, insurance documents, copies of letters of
                      credit, bills of exchange or promissory notes, other
                      security documents, and (ii) Obligor specific information,
                      including copy of the Contract, correspondence file and
                      details of any security held (collectively, the
                      "Originator Documents") and (B) deliver such Originator
                      Documents to the Purchaser or its designee at a place
                      designated by the Purchaser. In recognition of the
                      Originator's need to have access to any Originator
                      Documents which may be transferred to the Purchaser
                      hereunder, whether as a result of its continuing business
                      relationship with any Obligor for Receivables or as a
                      result of its responsibilities as Local Servicer, the
                      Purchaser hereby grants to the Originator a license to
                      access the Originator Documents transferred by the
                      Originator to the Purchaser and to access any such
                      transferred computer software in connection with any
                      activity arising in the ordinary course of the
                      Originator's business or in performance of the
                      Originator's duties as Local Servicer, provided that the
                      Originator shall not disrupt or otherwise interfere with
                      the Purchaser's use of and access to the Originator
                      Documents and its computer software during such license
                      period;

               (iii)  upon written request of the Purchaser, the Originator will
                      (A) deliver to the Purchaser all licenses, rights,
                      computer programs, related material, computer tapes,
                      disks, cassettes and data necessary for the immediate

                                       22
<PAGE>

                      collection of the Receivables by the Purchaser, with or
                      without the participation of the Originator (excluding
                      software licenses which by their terms are not permitted
                      to be so delivered, provided that the Originator shall use
                      reasonable efforts to obtain the consent of the relevant
                      licensor to such delivery but shall not be required, to
                      the extent it has an ownership interest in any electronic
                      records, computer software or licenses, to transfer,
                      assign, set-over or otherwise convey such ownership
                      interests to the Purchaser) and (B) make such arrangements
                      with respect to the collection of the Receivables as may
                      be reasonably required by the Purchaser.

     6.4  the rights referred to or contained in clause 6.3 and the powers
          conferred thereby may be exercised only at the times and in the
          circumstances mentioned therein and, accordingly, the Purchaser hereby
          undertakes to the Originator that it will not exercise or purport to
          exercise such rights other than at such times and in such
          circumstances.

     6.5  the Originator hereby agrees that if an Originator Termination Date
          [and/or Program termination Event?] occurs, the Purchaser may notify
          in writing the other parties hereto of such fact and thereafter
          exercise its rights referred to or contained in clause 6.3 as if a
          Originator Termination Notice had been given on the date of such
          notice and the other provisions of clause 6.3 shall thereupon also
          apply.

     7.   MISCELLANEOUS

     7.1  Payments

               (a)  All payments to be made by a party ("payor") hereunder shall
                    be made in the currency of such liability and, if no
                    currency is specified, in [Sterling] on the applicable due
                    date and in immediately available funds to the recipient's
                    ("payee") account set forth in Schedule 8.1 of this
                    Agreement or to such other account as may be specified by
                    such payee from time to time in a notice to such payor.
                    Wherever any payment to be made under this Agreement shall
                    be stated to be due on a day other than a Business Day, such
                    payment shall be made on the next succeeding  Business Day.

               (b)  any payments made by any person by way of acceptance of an
                    Offer (as mentioned in clause 2.2(d)) shall be made in the
                    relevant Approved Currency for the purposes of the Offer (or
                    in any other currency agreed by the parties for those
                    purposes) and in immediately available funds to the relevant
                    Originator's account.

     7.2  Costs and Expenses

          The Originator agrees (a) to pay or reimburse the Purchaser for all of
          its out-of-pocket costs and expenses incurred in connection with the
          preparation and execution of, and any amendment, supplement or
          modification to, this Agreement, the other Transaction Documents and
          any other documents prepared in connection herewith and therewith,

                                       23
<PAGE>

          the consummation and administration of the transactions contemplated
          hereby and thereby, including, without limitation, all reasonable fees
          and disbursements of counsel, (b) to pay or reimburse the Purchaser
          for all its costs and expenses incurred in connection with the
          enforcement or preservation of any rights under this Agreement and any
          of the other Transaction Documents, including, without limitation, the
          reasonable fees and disbursements of counsel to the Purchaser, (c)
          (except as provided in Clause 7.16) to pay, indemnify, and hold the
          Purchaser harmless from, any and all recording and filing fees and any
          and all liabilities with respect to, or resulting from any delay
          caused by the Originator in paying, stamp, excise and other similar
          taxes, if any, which may be payable or determined to be payable in
          connection with the execution and delivery of, or consummation or
          administration of, any of the transactions contemplated by, or any
          amendment, supplement or modification of, or any waiver or consent
          under or in respect of, this Agreement and any such other documents,
          and (d) to pay, indemnify, and hold the Purchaser harmless from and
          against any and all other liabilities, obligations, losses, damages,
          penalties, actions, judgments, suits, costs, expenses or disbursements
          of any kind or nature whatsoever (i) which may at any time be imposed
          on, incurred by or asserted against the Purchaser in any way relating
          to or arising out of this Agreement or the other Transaction Documents
          or the transactions contemplated hereby and thereby or in connection
          herewith or any action taken or omitted by the Purchaser under or in
          connection with any of the foregoing (all such other liabilities,
          obligations, losses, damages, penalties, actions, judgments, suits,
          costs, expenses and disbursements being herein called "Originator
          Indemnified Liabilities") or (ii) which would not have been imposed
          on, incurred by or asserted against the Purchaser but for its having
          acquired the Receivables hereunder, provided, however, that such
          indemnity shall not be available to the extent that such Originator
          Indemnified Liabilities are finally judicially determined to have
          resulted from the gross negligence or wilful misconduct of the
          Purchaser. The agreements of the Originator in this Clause 7.2 shall
          survive the collection of all Receivables, the termination of this
          Agreement and the payment of all amounts payable hereunder.

     7.3  Successors and Assigns

          This Agreement shall be binding upon and inure to the benefit of the
          Originator and the Purchaser and their respective successors (whether
          by merger, consolidation or otherwise) and permitted assigns. The
          Originator agrees that it will not assign or transfer all or any
          portion of its rights or obligations hereunder without the prior
          written consent of the Purchaser. The Originator acknowledges that the
          Purchaser shall contribute the Receivables Assets to the Company and
          that the Company shall grant a Participation and a security interest
          in all of its rights thereunder to the Trustee pursuant to the Pooling
          Agreement

     7.4  Governing Law

          This Agreement shall be governed by, and construed in accordance with,
          English law.

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<PAGE>

     7.5  No Waiver; Cumulative Remedies

          No failure to exercise and no delay in exercising, on the part of the
          Purchaser, any right, remedy, power or privilege hereunder, shall
          operate as a waiver thereof, nor shall any single or partial exercise
          of any right, remedy, power or privilege hereunder preclude any other
          or further exercise thereof or the exercise of any other right,
          remedy, power or privilege. The rights, remedies, powers and
          privileges herein provided are cumulative and not exhaustive of any
          rights, remedies, powers and privileges provided by law.

     7.6  Amendments and Waivers

          Neither this Agreement nor any terms hereof may be amended,
          supplemented or modified except in a writing signed by the Purchaser
          and the Originator and that otherwise complies with any applicable
          provision in the other Transaction Documents. Any amendment,
          supplement or modification shall not be effective until the Rating
          Agency Condition has been satisfied.

     7.7  Severability

          Any provision of this Agreement which is prohibited or unenforceable
          in any jurisdiction shall, as to such jurisdiction, be ineffective to
          the extent of such prohibition or unenforceability without
          invalidating the remaining provisions hereof, and any such prohibition
          or unenforceability in any jurisdiction shall not invalidate or render
          unenforceable such provision in any other jurisdiction.

     7.8  Accession

          If any Netherlands Affiliate of the Originator acceptable to the
          Purchaser and the Administrative Agent executes and delivers to the
          Purchaser and the Administrative Agent a duly completed Accession
          Undertaking in substantially the form set out in the Eighth Schedule
          and the Accession Legal Opinion from legal counsel acceptable to the
          Purchaser and the Administrative Agent and the Rating Agencies in
          substantially the form set out in the Ninth Schedule and the
          provisions of Section 2.9 of the Pooling Agreement are satisfied, such
          Affiliate of the Originator shall become a party to this Agreement as
          the Originator on the delivery of such Accession Undertaking and such
          Accession Legal Opinion to the Purchaser and the Administrative Agents
          and the satisfaction of such provisions.

     7.9  Notices

          All notices, requests and demands to or upon the respective parties
          hereto to be effective shall be in writing (including by telecopy),
          and, unless otherwise expressly provided herein, shall be deemed to
          have been duly given or made when delivered by hand, or three (3) days
          after being deposited in the mail, postage prepaid, or, in the case of
          telecopy notice, when received, addressed as follows in the case of
          the Purchaser and the Originator, or to such other address as may be
          hereafter notified by the respective parties hereto:

                                       25
<PAGE>

          With respect to the Purchaser:

                Huntsman ICI Chemicals LLC
                500 Huntsman Way
                Salt Lake City
                Utah 84108

                Attention: Office of the General Counsel
                Telecopy:  (801) [      ]

          Copy to:

                Huntsman ICI (Europe) B.V.B.A.
                Everslaan 45
                B-3078 Everberg
                Belgium

                Attention: [        ]
                Telecopy:  32 2759 5501

          With respect to the Originator:

                Huntsman ICI Holland BV
                Merseyweg 10
                3197 KG Botlek Rotterdam
                The Netherlands

                Attention: [        ]
                Telecopy:  [        ]


          Copy to:

                Huntsman ICI (Europe) B.V.B.A.
                Everslaan 45
                B-3078 Everberg
                Belgium

                Attention: [        ]
                Telecopy:  32 2759 5501

                The Chase Manhattan Bank, as Trustee
                [Address]

                Attention: [        ]
                Telecopy:  [        ]

                                       26
<PAGE>

     7.10 Counterparts

          This Agreement may be executed by one or more of the parties to this
          Agreement on any number of separate counterparts (including by
          telecopy), and all of said counterparts taken together shall be deemed
          to constitute one and the same instrument. A set of the copies of this
          Agreement signed by all the parties shall be lodged with the
          Purchaser.

     7.11 Jurisdiction

          (a)  Each of the parties hereto irrevocably agrees for the benefit of
               each other party that the courts of England shall have
               jurisdiction to hear and determine any suit, action or
               proceeding, and to settle any disputes, which may arise out of or
               in connection with the Transaction Documents and, for such
               purposes, irrevocably submits to the jurisdiction of such courts.

          (b)  Each party hereto irrevocably waives any objection which it might
               now or hereafter have to the courts referred to in Clause 7.11(a)
               being nominated as the forum to hear and determine any suit,
               action or proceeding, and to settle any disputes, which may arise
               out of or in connection with any Transaction Document and agrees
               not to claim that any such court is not a convenient or
               appropriate forum.

          (c)  The submission to the jurisdiction of the courts referred to in
               Clause 7.11(a) shall not (and shall not be construed so as to)
               limit the right of any person to take proceedings against any
               other party hereto in any other court of competent jurisdiction
               nor shall the taking of proceedings in any one or more
               jurisdictions preclude the taking of proceedings in any other
               jurisdiction, whether concurrently or not if and to the extent
               permitted by applicable law.

          (d)  The Purchaser hereby irrevocably appoints [ ] of [ ] and the
               Originator hereby irrevocably appoints [.] of [.] to accept
               service of any process on its behalf and further undertakes to
               the other parties hereto that it will at all times during the
               continuance of this Agreement maintain the appointment of some
               person in England as its agent for the service of process and
               irrevocably agrees that service of any writ, notice or other
               document for the purposes of any suit, action or proceeding in
               the courts of England shall be duly served upon it if delivered
               or sent by registered post to the address of such appointee (or
               to other such address in England as that party may notify to the
               other parties hereto).

     7.12 No Bankruptcy Petition

          (a)  The Originator, by entering into this Agreement, covenants and
               agrees, to the extent permissible under applicable law, that it
               will not institute against, or join any other Person in
               instituting against, the Purchaser any bankruptcy,
               reorganisation, arrangement, insolvency or liquidation
               proceedings, or other

                                       27
<PAGE>

               proceedings (including, but not limited to, petitioning for the
               declaration of the Purchaser's assets en desastre) under any
               Applicable Insolvency Laws.

          (b)  Notwithstanding anything elsewhere herein contained, the sole
               remedy of the Originator or any other Person in respect of any
               obligation, covenant, representation, warranty or agreement of
               the Purchaser under or related to this Agreement shall be against
               the assets of the Purchaser. Neither the Originator nor any other
               Person shall have any claim against the Purchaser to the extent
               that such assets are insufficient to meet such obligation,
               covenant, representation, warranty or agreement (the difference
               being referred to herein as a "shortfall") and all claims in
               respect of the shortfall shall be extinguished.

     7.13 Termination

          This Agreement will terminate at such time as (a) the Purchaser is
          required to cease accepting any offer hereunder pursuant to clause 6.2
          and (b) all Receivables have been collected, and the proceeds thereof
          turned over to the Purchaser and all other amounts owing to the
          Purchaser hereunder shall have been paid in full or, if Receivables
          have not been collected, such Receivables have become Defaulted
          Receivables and the Purchaser shall have completed its collection
          efforts in respect thereto, provided, however, that the indemnities of
          the Originator to the Purchaser set forth in this Agreement shall
          survive such termination and provided further that, to the extent any
          amounts remain due and owing to the Purchaser hereunder, the Purchaser
          shall remain entitled to receive any Collections on Receivables which
          have become Defaulted Receivables after it shall have completed its
          collection efforts in respect thereof. Notwithstanding anything to the
          contrary contained herein, if at any time, any payment made by the
          Originator is rescinded or must be restored or returned by the
          Purchaser as a result of any Insolvency Event with respect to the
          Originator then the Originator's obligations with respect to such
          payment shall be reinstated as though such payment had never been
          made.

     7.14 Responsible Officer Certificates; No Recourse

          Any certificate executed and delivered by a Responsible Officer of the
          Originator or the Purchaser pursuant to the terms of the Transaction
          Documents shall be executed by such Responsible Officer not in an
          individual capacity but solely in his or her capacity as an officer of
          the Originator or the Purchaser, as applicable, and such Responsible
          Officer will not be subject to personal liability as to the matters
          contained in the certificate. A director, officer, manager, employee,
          or shareholder, as such, of the Originator or Purchaser shall not have
          liability for any obligation of the Originator or the Purchaser
          hereunder or under any Transaction Document or for any claim based on,
          in respect of, or by reason of, any Transaction Document, unless such
          claim results from the gross negligence, fraudulent acts or wilful
          misconduct of such director, officer, employee, manager or
          shareholder.

     7.15 Confidential Information

                                       28
<PAGE>

          (a)  Unless otherwise required by applicable law, and subject to
               Clause 7.15(b), each of the parties hereto undertakes to maintain
               the confidentiality of this Agreement in its communications with
               third parties and otherwise. None of the parties shall disclose
               to any person any information of a confidential nature of or
               relating to either the Originator, the Trustee or Purchaser,
               which such party may have obtained as a result of the Transaction
               (the "Confidential Information"). For the avoidance of doubt, the
               Purchaser shall restrict disclosure of Confidential Information
               to its officers, employees, agents and advisers who need to
               receive such information to ensure the proper functioning of the
               Transaction. The Trustee shall procure that such officers,
               employees, agents and advisers shall keep confidential all of the
               Confidential Information received.

          (b)  The provisions of this Clause 7.15(b) shall not apply:

               (i)    To the disclosure of any information which is or becomes
                      public knowledge otherwise than as a result of the conduct
                      of the recipient;

               (ii)   To the disclosure of Confidential Information to the
                      Trustee's assigns or the Rating Agencies (provided that
                      such information is disclosed subject to the condition
                      that such party will hold it confidential on the same
                      basis);

               (iii)  To the disclosure of any information with the written
                      consent of the parties hereto;

               (iv)   To the disclosure of any information in response to any
                      order of any court or Governmental Authority; or

               (v)    To the disclosure of any information reasonably required
                      for the completion and filing of any financing statements
                      pursuant to Clauses 2.3(c), and 4.5.

     7.16 Stamp Duty

          The Originator will pay and hold itself responsible for and will seek
          no indemnity from the Purchaser or the Company in respect of Stamp
          Duty which is required to be paid in order to secure the stamping of
          any Relevant Document for any of the following purposes:

          (a)  Allowing the Relevant Document in question to be produced in
               evidence in proceedings in the United Kingdom where this is
               required in order to enable the Purchaser or the Company to
               enforce its rights in respect of any Purchased Receivables
               against the Obligors and either:

               (i)    the judge, arbitrator or other person responsible for the
                      determination of such proceedings has ruled that an
                      executed original or counterpart of the Relevant Document
                      must be produced in evidence as aforesaid

                                       29
<PAGE>

                      (provided that if an appeal against the ruling is
                      permissible and the Originator so requests, and on the
                      condition that the Originator indemnifies the Purchaser or
                      the Company, as the case may be, to its respective
                      satisfaction on an after-tax basis for all costs involved
                      in such an appeal, the Purchaser or the Company, as the
                      case may be, will pursue such an appeal pending which
                      neither the Purchaser nor the Company, as the case may be,
                      will cause an executed original or counterpart of the
                      Relevant Document to be produced in evidence as
                      aforesaid); or

               (ii)   the rules governing the conduct of such proceedings
                      provide that a certified unstamped copy of the Relevant
                      Document in question or any other form of evidence of the
                      matters which are the subject of such proceedings cannot
                      be produced as adequate evidence for the purposes of such
                      proceedings; or

          (b)  Complying with a requirement imposed by any judicial or
               governmental authority for the Relevant Document in question to
               be stamped before it will be taken into account for the purpose
               of determining any liability of the Purchaser or the Company to
               taxation (subject to the Purchaser or (as the case may be) the
               Company taking reasonable steps to resist or avoid such
               requirement (insofar as it is able to do so whilst fully
               complying with its obligations under applicable law and practice
               and without causing any material prejudice (actual or potential)
               to its interests)).

                                       30
<PAGE>

IN WITNESS WHEREOF this Agreement has been entered into by the parties hereto
acting by their authorised signatories on the date first above written.

                                                        /s/ Authorized Signatory

                                                      HUNTSMAN INTERNATIONAL LLC

                                                                    as Purchaser

                                                        /s/ Authorized Signatory

                                                         HUNTSMAN ICI HOLLAND BV

                                                                   as Originator

                                                        /s/ Authorized Signatory

                                                          HUNTSMAN (EUROPE) BVBA

                                                              as Master Servicer

                                       31