Exhibit 10.32        EXECUTION COPY

HUNTSMAN INTERNATIONAL LLC  AS PURCHASER        HUNTSMAN SURFACE SCIENCES UK LIMITED  TIOXIDE EUROPE LIMITED  AND  HUNTSMAN PETROCHEMICALS (UK) LIMITED  AS ORIGINATORS    
HUNTSMAN (EUROPE) B.V.B.A  AS MASTER SERVICER

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AMENDED AND RESTATED
UK RECEIVABLES PURCHASE AGREEMENT

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CONTENTS

|Clause                                                                       |  | Page
|---------------------------------------------------------------------------- |  | ----
|1.    Definitions                                                            |  | 2   
|2.    Offer Of Receivables                                                   |  | 3   
|3.    Representations And Warranties                                         |  | 8   
|4.    Affirmative Covenants                                                  |  | 10  
|5.    Negative Covenants                                                     |  | 12  
|6.    Termination Events                                                     |  | 14  
|7.    Miscellaneous                                                          |  | 16  
|Schedule 1 TO RECEIVABLES PURCHASE AGREEMENT FORM OF OFFER LETTER            |  | 23  
|Schedule 2 TO RECEIVABLES PURCHASE AGREEMENT FORM OF ORIGINATOR DAILY REPORT |  | 24  
|Schedule 3 FORM OF SECURITY POWER OF ATTORNEY                                |  | 28  
|Schedule 4 TO RECEIVABLES PURCHASE AGREEMENT FORM OF SOLVENCY CERTIFICATES   |  | 30  
|Schedule 5 TO RECEIVABLES PURCHASE AGREEMENT LOCATION OF BOOKS AND RECORDS   |  | 36  
|Schedule 6 TO RECEIVABLES PURCHASE AGREEMENT LEGAL AND OTHER BUSINESS NAMES  |  | 37  
|Schedule 7 FORM OF ACCESSION AND UNDERTAKING                                 |  | 38  
|Schedule 8 ACCESSION LEGAL OPINION                                           |  | 39  
|Schedule 9 CLOSING DOCUMENTS LIST                                            |  | 40  
|Schedule 10 FORM OF OFFER NOTIFICATION                                       |  | 41  

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THIS AMENDED AND RESTATED AGREEMENTis made    October 2002

BETWEEN

WHEREAS

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NOW IT IS HEREBY AGREEDas follows:



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

Signed
by an authorised Officer of HUNTSMAN INTERNATIONAL LLC

|/s/SEAN DOUGLASSean Douglas, Vice President and Treasurer |  | 
|--------------------------------------------------------- |  | 

Signed
by an authorised Officer of TIOXIDE EUROPE LIMITED

|/s/DUNCAN EMERSONDuncan Emerson |  | 
|------------------------------- |  | 

Signed
by an authorised Officer of HUNTSMAN PETROCHEMICALS (UK) LIMITED

|/s/DUNCAN EMERSONDuncan Emerson |  | 
|------------------------------- |  | 

Signed
by an authorised Officer of HUNTSMAN SURFACE SCIENCES UK LIMITED.

|/s/GABRIEL KOWGabriel Kow |  | 
|------------------------- |  | 

Signed
by an authorised Officer of HUNTSMAN (EUROPE) B.V.B.A.

|/s/CHRISTOPHE STRUYVELTChristophe Struyvelt |  | 
|------------------------------------------- |  | 

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SCHEDULE 1        TO RECEIVABLES PURCHASE AGREEMENT        FORM OF OFFER LETTER

|To:    |  | The Master Servicer as agent for the Purchaser
|------ |  | ----------------------------------------------
|From:  |  | The Originator                                
|Dated: |  |                                               

Dear
Sirs,

Yours
faithfully,

for
and on behalf of
[Originator]

23

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SCHEDULE 2        TO RECEIVABLES PURCHASE AGREEMENT        FORM OF ORIGINATOR DAILY REPORT

Form of Originator Daily Report

Huntsman Master TrustDaily Report

|                                           |                                             | Report Date
02-Nov-00 |  | Activity Date
01-Nov-00 |  |  |  | 
|------------------------------------------ | ------------------------------------------- | --------------------- |  | ----------------------- |  |  |  | 
|
|Pool Activity                              |                                             |                       |  |                         |  |  |  | 
|Beginning Receivables Balance              |                                             |                       |  |                         |  |  |  | 
|                                           | Plus: FX Adjustment                         |                       |  |                         |  |  |  | 
|                                           | Less: Aggregate Initial Collections         |                       |  |                         |  |  |  | 
|                                           | Plus: New Sales                             |                       |  |                         |  |  |  | 
|                                           | Less: Non-Contractual Dilutions             |                       |  |                         |  |  |  | 
|                                           | Less: Timely Payment Discount Issued        |                       |  |                         |  |  |  | 
|                                           | Less: Volume Rebate Issued                  |                       |  |                         |  |  |  | 
|                                           | Less: Write-Offs Prior to 60 days           |                       |  |                         |  |  |  | 
|                                           | Less: Write-Offs Past to 60 days            |                       |  |                         |  |  |  | 
|                                           | Less: Seller Adjustment/Payment Repurchased |                       |  |                         |  |  |  | 
|                                           | Receivables                                 |                       |  |                         |  |  |  | 
|                                           | Less: Misdirected Receivables               |                       |  |                         |  |  |  | 
|                                           | Plus: Mechanical Zero Offsets               |                       |  |                         |  |  |  | 
|                                           | Plus: Other Adjustments                     |                       |  |                         |  |  |  | 
|                                           |                                             |                       |  |                         |  |  |  | 
|Ending Receivables Balance                 |                                             |                       |  |                         |  |  |  | 
|                                           | Less: Defaulted Receivables                 |                       |  |                         |  |  |  | 
|                                           | Less: Obligor Overconcentration Amount      |                       |  |                         |  |  |  | 
|                                           | Less: Country Overconcentration Amount      |                       |  |                         |  |  |  | 
|                                           | Less: Commissions/Cash Discounts Accruals   |                       |  |                         |  |  |  | 
|                                           | Less: Volume Rebate Accruals                |                       |  |                         |  |  |  | 
|                                           | Less: A/P Offsets                           |                       |  |                         |  |  |  | 
|                                           |                                             |                       |  |                         |  |  |  | 
|Aggregate Receivables Amount               |                                             |                       |  |                         |  |  |  | 
|Series 2000-1 Servicer Advance Outstanding |                                             |                       |  |                         |  |  |  | 
|Series 2000-1 Servicer Advance Outstanding |                                             |                       |  |                         |  |  |  | 
|Beginning Invested %                       |                                             |                       |  |                         |  |  |  | 
|Invested Amount                            |                                             |                       |  |                         |  |  |  | 
|Adjusted Invested Amount                   |                                             |                       |  |                         |  |  |  | 
|Required Subordinated Amount               |                                             |                       |  |                         |  |  |  | 
|Target Receivables Amount                  |                                             |                       |  |                         |  |  |  | 
|Allocated Receivables Amount               |                                             |                       |  |                         |  |  |  | 
|Collateral Compliance                      |                                             |                       |  |                         |  |  |  | 
|Series 2000-1 Purchase Price               |                                             |                       |  |                         |  |  |  | 
|Ending Invested %                          |                                             |                       |  |                         |  |  |  | 

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Form of Daily Report

Part 2 of 4

|TOTAL USD EQUIVALENT                                
|----------------------------------------------------
|Daily Allocation of Collections                     
|Total Collections in the Trust Accounts             
|A/R Collections Allocated                           
|Servicer Advance                                    
|Total funds to allocate                             
|Deposit to Accrued Interest Subaccount              
|Deposit to Non-Principal Conc Subacc                
|Deposit to Principal Conc Subacc (Servicer Advance) 
|Deposit to Servicer Account (Serv Advance Repayment)
|Deposit to repay Invested Amount                    
|Deposit to Company Receipts Account                 
|                                                    
|Total Allocated                                     
|US DOLLAR                                           
|Daily Allocation of Collections and Servicer Advance
|Total Collections in the Trust Accounts             
|A/R Collections Allocated                           
|Servicer Advance                                    
|Total funds to allocate                             
|Deposit to Accrued Interest Subaccount              
|Deposit to Non-Principal Conc Subacc                
|Deposit to Principal Conc Subacc (Servicer Advance) 
|Deposit to Servicer Account (Serv Advance Repayment 
|Deposit to repay Invested Amount                    
|Deposit to Company Receipts Account                 
|                                                    
|Total Allocated                                     
|EURO                                                
|Daily Allocation of Collections                     
|Total Collections in the Trust Accounts             
|A/R Collections Allocated                           
|Servicer Advance                                    
|Total funds to allocate                             
|Deposit to Accrued Interest Subaccount              
|Deposit to Non-Principal Conc Subacc                
|Deposit to Principal Conc Subacc (Servicer Advance) 
|Deposit to Servicer Account (Serv Advance Repayment)
|Deposit to repay Invested Amount                    
|Deposit to Company Receipts Account                 
|                                                    
|Total Allocated                                     
|STERLING                                            
|Daily Allocation of Collections                     
|Total Collections in the Trust Accounts             
|A/R Collections Allocated                           
|Servicer Advance                                    
|Total funds to allocate                             
|Deposit to Accrued Interest Subaccount              
|Deposit to Non-Principal Conc Subacc                
|Deposit to Principal Conc Subacc (Servicer Advance) 
|Deposit to Servicer Account (Serv Advance Repayment 
|Deposit to repay Invested Amount                    
|Deposit to Company Receipts Account                 
|                                                    
|Total Allocated                                     

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Form of Daily Report

Part 3 of 4

|Ratios                             |  |     |  |    
|---------------------------------- |  | --- |  | ---
|Series 2000-2 Class A Ratio        |  | N/A |  |    
|Series 2000-2 Class B Ratio        |  | N/A |  |    
|Series 2000-1 Ratio                |  |     |  | N/A
|Series Carrying Cost Reserve Ratio |  |     |  |    
|Servicing Reserve Ratio            |  |     |  |    
|Series 2000-1 Percentage Factor    |  |     |  | N/A
|Period Type                        |  |     |  |    

|TOTAL USD EQUIVALENT                                              
|------------------------------------------------------------------
|Series 2000-1 Accrued Interest                                    
|Beginning Balance                                                 
|Deposit                                                           
|Withdrawal                                                        
|Ending Balance                                                    
|Series 2000-1 Non-Principal Collections                           
|Beginning Balance                                                 
|DepositCollections                                               
|DepositInterest Income                                           
|Withdrawal                                                        
|Ending Balance                                                    
|Series 2000-1 Principal Collections                               
|Beginning Balance                                                 
|Depositfunds from Collection Account                             
|DepositServicer Advance                                          
|WithdrawalServicer Advance Repayment                             
|WithdrawalTranche 1 Repayment                                    
|WithdrawalTranche 2 Repayment                                    
|WithdrawalFunds to the Company Receipts Accounts                 
|Accounts                                                          
|Ending Balance                                                    
|US DOLLAR                                                         
|Series 2000-1 USD Accrued Interest Subaccount (7971071613)        
|Beginning Balance                                                 
|Deposit                                                           
|Withdrawal                                                        
|Ending Balance                                                    
|Series 2000-1 USD Non-Principal Collection Subaccount (7971071621)
|Beginning Balance                                                 
|DepositCollections                                               
|DepositInterest Income                                           
|Withdrawal                                                        
|Ending Balance                                                    
|Series 2000-1 USD Principal Collection Subaccount (7971071639)    
|Beginning Balance                                                 
|Depositfunds from Collection Account                             
|DepositServicer Advance                                          
|WithdrawalServicer Advance Repayment                             
|WithdrawalTranche 1 Repayment                                    
|WithdrawalTranche 2 Repayment                                    
|WithdrawalFunds to the Company Receipts Account                  
|Ending Balance                                                    

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Form of Daily Report

Part 4 of 4

|                                                                    |  |                                                             
|------------------------------------------------------------------- |  | ------------------------------------------------------------
|EURO                                                                |  |                                                             
|Series 2000-1 Euro Accrued Interest Subaccount (7971071647)         |  | Series 2000-2 Euro Accrued Interest Subaccount [xxx]        
|Beginning Balance                                                   |  | Beginning Balance                                           
|Deposit                                                             |  | Deposit                                                     
|Withdrawal                                                          |  | Withdrawal                                                  
|Ending Balance                                                      |  | Ending Balance                                              
|Series 2000-1 Euro Non-Principal Collection Subaccount (7971071654) |  | Series 2000-2 Euro Non-Principal Collection Subaccount [xxx]
|Beginning Balance                                                   |  | Beginning Balance                                           
|DepositCollections                                                 |  | DepositCollections                                         
|DepositInterest Income                                             |  | DepositInterest Income                                     
|Withdrawal                                                          |  | Withdrawal                                                  
|Ending Balance                                                      |  | Ending Balance                                              
|Series 2000-1 Euro Principal Collection Subaccount (7971071662)     |  | Series 2000-2 Euro Principal Collection Subaccount [xxx]    
|Beginning Balance                                                   |  | Beginning Balance                                           
|Depositfunds from Collection Account                               |  | Deposit                                                     
|DepositServicer Advance                                            |  | Withdrawal                                                  
|WithdrawalServicer Advance Repayment                               |  |                                                             
|WithdrawalTranche 1 Repayment                                      |  |                                                             
|WithdrawalTranche 2 Repayment                                      |  |                                                             
|WithdrawalFunds in the Company Receipts Accounts                   |  |                                                             
|Ending Balance                                                      |  | Ending Balance                                              
|STERLING                                                            |  |                                                             
|Series 2000-1 GBP Accrued Interest Subaccount (7971071670)          |  | Series 2000-2 GBP Accrued Interest Subaccount [xxx]         
|Beginning Balance                                                   |  | Beginning Balance                                           
|Deposit                                                             |  | Deposit                                                     
|Withdrawal                                                          |  | Withdrawal                                                  
|Ending Balance                                                      |  | Ending Balance                                              
|Series 2000-1 GBP Non-Principal Collection Subaccount (7971071688)  |  | Series 2000-2 GBP Non-Principal Collection Subaccount [xxx] 
|Beginning Balance                                                   |  | Beginning Balance                                           
|DepositCollections                                                 |  | DepositCollections                                         
|DepositInterest Income                                             |  | DepositInterest Income                                     
|Withdrawal                                                          |  | Withdrawal                                                  
|Ending Balance                                                      |  | Ending Balance                                              
|Series 2000-1 GBP Principal Collection Subaccount (7971071696)      |  | Series 2000-2 GBP Principal Collection Subaccount [xxx]     
|Beginning Balance                                                   |  | Beginning Balance                                           
|Depositfunds from Collection Account                               |  | Deposit                                                     
|DepositServicer Advance                                            |  | Withdrawal                                                  
|WithdrawalServicer Advance Repayment                               |  |                                                             
|WithdrawalTranche 1 Repayment                                      |  |                                                             
|WithdrawalTranche 2 Repayment                                      |  |                                                             
|WithdrawalFunds to the Company Receipts Account                    |  |                                                             
|Ending Balance                                                      |  | Ending Balance                                              

The
undersigned, an Officer of Huntsman (Europe) B.V.B.A, as Master Servicer, certifies that the information set forth above is true and correct and it has performed in all material
respects all of its
obligations as Servicer under the Pooling and Servicing Agreements required to be performed as of the date hereof.

Names:
Title:
Date:

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SCHEDULE 3        FORM OF SECURITY POWER OF ATTORNEY

THIS POWER OF ATTORNEYis made on the                       20    by
[        ] (defined as the "Originator" herein) in favour of
[        ],a company whose registered office is at [    ]
acting in its capacity as Purchaser (the "Purchaser", and as the "Attorney").

WHEREAS

NOW, THEREFORE,the parties agree as follows:

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IN WITNESSwhereof this Power of Attorney has been executed on the day and year first above written.

|THE ORIGINATOR: |  | 
|--------------- |  | 
|                |  | 
|By:             |  | 
|Address:        |  | 
|                |  | 
|The Attorney:   |  | 
|                |  | 
|By:             |  | 
|Address:        |  | 

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SCHEDULE 4        TO RECEIVABLES PURCHASE AGREEMENTFORM OF SOLVENCY CERTIFICATES

|To:      |  | Huntsman International LLC
500 Huntsman Way
Salt Lake City
Utah 84108                                         
|-------- |  | --------------------------------------------------------------------------------------------------------------
|         |  | Attention:                                                                                                    
|         |  | Facsimile:                                                                                                    
|Copy to: |  | J.P. Morgan Bank (Ireland) plc
Chase Manhattan House
International Financial Services Centre
Dublin 1, Ireland
|         |  | Attention:                                                                                                    
|         |  | Facsimile:                                                                                                    
|         |  |                                                                                                               

dated

SALE OF RECEIVABLES ORIGINATED BY
HUNTSMAN SURFACE SCIENCES UK LIMITED

I
[    ] having duly considered the provisions of Sections 123 and 238 to 241 of the Insolvency Act 1986, and all documents produced thereto, determine that as at the
date hereof:



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Words
and expressions defined in the UK Receivables Purchase Agreement shall, unless the context otherwise requires, bear the same meanings when used herein.

This
certificate is given by me on behalf of the Company.

| |  | 
| |  | 

Director
or other duly authorised officer

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|To:      |  | Huntsman International LLC
500 Huntsman Way
Salt Lake City
Utah 84108                                         
|-------- |  | --------------------------------------------------------------------------------------------------------------
|         |  | Attention:                                                                                                    
|         |  | Facsimile:                                                                                                    
|Copy to: |  | J.P. Morgan Bank (Ireland) plc
Chase Manhattan House
International Financial Services Centre
Dublin 1, Ireland
|         |  | Attention:                                                                                                    
|         |  | Facsimile:                                                                                                    
|         |  |                                                                                                               

dated

SALE OF RECEIVABLES ORIGINATED BY
TIOXIDE EUROPE LIMITED

I
[    ] having duly considered the provisions of Sections 123 and 238 to 241 of the Insolvency Act 1986, and all documents produced thereto, determine that as at the
date hereof:



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Words
and expressions defined in the UK Receivables Purchase Agreement shall, unless the context otherwise requires, bear the same meanings when used herein.

This
certificate is given by me on behalf of the Company.

| |  | 
| |  | 

Director
or other duly authorised officer

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|To:      |  | Huntsman International LLC
500 Huntsman Way
Salt Lake City
Utah 84108                                         
|-------- |  | --------------------------------------------------------------------------------------------------------------
|         |  | Attention:                                                                                                    
|         |  | Facsimile:                                                                                                    
|Copy to: |  | J.P. Morgan Bank (Ireland) plc
Chase Manhattan House
International Financial Services Centre
Dublin 1, Ireland
|         |  | Attention:                                                                                                    
|         |  | Facsimile:                                                                                                    
|         |  |                                                                                                               

dated

SALE OF RECEIVABLES ORIGINATED BY
HUNTSMAN PETROCHEMICALS (UK) LIMITED

I
[    ] having duly considered the provisions of Sections 123 and 238 to 241 of the Insolvency Act 1986, and all documents produced thereto, determine that as at the
date hereof:



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Words
and expressions defined in the UK Receivables Purchase Agreement shall, unless the context otherwise requires, bear the same meanings when used herein.

This
certificate is given by me on behalf of the Company.

| |  | 
| |  | 

Director
or other duly authorised officer

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SCHEDULE 5        TO RECEIVABLES PURCHASE AGREEMENT        LOCATION OF BOOKS AND RECORDS

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SCHEDULE 6        TO RECEIVABLES PURCHASE AGREEMENTLEGAL AND OTHER BUSINESS NAMES

Originator:

|Legal Name |  | Other Business Names
|---------- |  | --------------------

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SCHEDULE 7        FORM OF ACCESSION AND UNDERTAKING

To:        Huntsman
International LLC (as Purchaser)

From:    [Name of Company]

We[Name of Company]refer to a UK Receivables Purchase Agreement dated [    ] and originally
made between (1) Tioxide Europe Limited as Originator (2) Huntsman Petrochemicals (UK) Limited as Originator, and (3) Huntsman International LLC as Purchaser, (the
"UK Receivables Purchase Agreement"). Terms defined in the UK Receivables Purchase Agreement shall have the same meaning when used herein.



IN WITNESSwhereof this Accession Undertaking has been executed in [        ] as a deed by the
parties hereto and is intended to be and is hereby delivered on the date first before written.

Dated
this [    ] day of [    ]

Signed
by on behalf of the Company

| |  | 
| |  | 

Director
or other duly authorised officer

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SCHEDULE 8        ACCESSION LEGAL OPINION

To:

Huntsman
International LLC
(as Purchaser)
[Date]

Dear
Sirs

I
am legal counsel or the legally trained company secretary to [Name of Company] (the
"Company"). I am giving this opinion in respect of the Company executing an accession undertaking in order to become party to the UK Receivables
Purchase Agreement (as defined in the Schedule hereto).

For
the purposes of this opinion, I have examined the documents listed and (where appropriate) defined in the Schedule to this letter and such further documents as I have considered necessary or
appropriate for the preparation of this opinion. Definitions and expressions defined in the Schedule shall, unless otherwise defined herein, have the same meaning in this letter.

References
to "Documents" are references to the documents listed in Part 1 of the Schedule hereto.

In
my opinion, having regard to the laws of England:

This
opinion speaks as of its date and is addressed to and is only for the benefit of the persons set out above. It may not be relied upon by any other person and, without my prior
written consent, may not be transmitted or disclosed to any other person.

Yours
faithfully

[Name of Solicitor/Company Secretary]

[Title]

SIGNATORIES

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SCHEDULE 9CLOSING DOCUMENTS LIST

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SCHEDULE 10FORM OF OFFER NOTIFICATION

TO:                        [Name
of Purchaser] (the "Purchaser")

[Address]

I,                        ,
a duly appointed officer of Huntsman (Europe) B.V.B.A., as Master Servicer (the "Master Servicer") pursuant to the Amended and Restated Master Servicing Agreement,
dated as of September [    ], 2002, (the "Amended and Restated Servicing Agreement") among (i) Huntsman Receivables Finance LLC, (ii) Huntsman (Europe)
B.V.B.A., (iii) Huntsman International LLC, Tioxide Americas, Inc., Huntsman Propylene Oxide Ltd., Huntsman International Fuels L.P., Huntsman Holland B.V., Tioxide Europe
Limited, Huntsman Petrochemicals (UK) Limited, Tioxide Europe SRL, Huntsman Surface Sciences Italia SRL, Huntsman Patrica S.R.L., Tioxide Europe S.L., Huntsman Surfactants Iberica S.L., Tioxide Europe
SAS, Huntsman Surface Sciences (France) S.A.S., Huntsman Surface Sciences UK Ltd., and Huntsman Ethyleneamines Ltd., (iv) JPMorgan Chase Bank, as Trustee and
(vi) PricewaterhouseCoopers LLP hereby deliver this Notification (as defined in the [relevant Receivables Purchase Agreement or Omnibus Receivables Purchase Agreement, as
applicable]) and affirm the following:

1)    The
Master Servicer has received [and printed off in fullonly in the UK and Netherlands] as agent for the Purchaser an Offer (as
defined in the [relevant Receivables Purchase Agreement or Omnibus Receivables Purchase Agreement, as applicable]).

2)    The
following information applies to such Offer:

Purchase
Price:

Relevant
Account Information:

In
order to accept this Offer, the Purchase Price (as defined in the [relevant Receivables Purchase Agreement or Omnibus Receivables Purchase Agreement, as
applicable]) should be paid to the account stated above no later than [3 pm London time] on the date on which such Notification is received.

Very
truly yours,

[            ]

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