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                                                                   EXHIBIT 10.23


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                                                                  EXECUTION COPY




                               December 20, 2000




                       UK RECEIVABLES PURCHASE AGREEMENT



                                    between

                          HUNTSMAN INTERNATIONAL LLC
                                 as Purchaser

                          TIOXIDE EUROPE LIMITED and
                     HUNTSMAN PETROCHEMICALS (UK) LIMITED
                                as Originators

                          HUNTSMAN (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>

<TABLE>
<S>                                                                                         <C>
Schedule 1 To Receivables Purchase Agreement Form Of Offer Letter........................   Error! 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 Certificate................   Error! Bookmark not Defined.

Schedule 5 To Receivables Purchase Agreement Location Of Books And Records...............   Error! Bookmark not Defined.

Schedule 6 To Receivables Purchase Agreement Legal And Other Business Names..............   Error! Bookmark not Defined.

Schedule 7 Form Of Accession And Undertaking.............................................   Error! Bookmark not Defined.

Schedule 8 Accession Legal Opinion.......................................................   Error! Bookmark not Defined.

Schedule 9 Closing Documents List........................................................   Error! Bookmark not Defined.

Schedule 10 Form Of Offer Notification...................................................   Error! Bookmark not Defined.
</TABLE>

<PAGE>

THIS AGREEMENT is made on December 20, 2000

BETWEEN

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

(2)  TIOXIDE EUROPE LIMITED ("Tioxide Europe"), a company incorporated in
     England and Wales;

(3)  HUNTSMAN PETROCHEMICALS (UK) LIMITED, a company incorporated in England and
     Wales ("Petrochemicals UK" and together with Tioxide Europe, the
     "Originators") and

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



WHEREAS

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

(C)  Huntsman (Europe) B.V.B.A., as the Master Servicer (the "Master Servicer"),
     the Purchaser, the Company and The Chase Manhattan Bank (Ireland) plc, 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 Originators, 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
<PAGE>

     Master Servicer will agree to service and administer the Receivables on
     behalf of the Company.

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 Ninth Schedule to this Agreement.

     "Excluded Receivables" shall include (without prejudice to the definition
     in Annex -X) any Receivable originated by any person other than a UK
     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 Tenth Schedule
     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 any Originator to the Purchaser to
     sell Receivables as set out in the Offer Letter and attached UK Originator
     Daily Report.

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

     "UK Originator Daily Report" shall mean the report (which shall in each
     case be appended to the related Offer Letter) prepared by the UK
     Originators 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.

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

     "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 an
     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 Purchase 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.
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     (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 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, and section 89 of the Value Added Tax
          Act 1994 is hereby excluded for the purposes of this Agreement.

2.   OFFER OF RECEIVABLES

2.1  Offer of Receivables

     (a)  Each 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 the First Schedule to this
          Agreement.

     (b)  Each Offer Letter delivered by an 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 UK
                 Originator Daily Report substantially in the form set out in
                 the Second Schedule 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 such 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
<PAGE>

                 (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.

2.2  Acceptance of Offers

     (a)  Immediately upon receipt of the Offer Letter and UK Originator Daily
          Report, the Master Servicer shall print off such Offer Letter and UK
          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 relevant 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 relevant 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 relevant 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.
<PAGE>

     (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). 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 the Third Schedule
          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.
<PAGE>

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 UK Originator Daily Report delivered in accordance with
          Clause 2.1 of this 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 UK 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 giving 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 for the Purchaser.

     (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, no Originator shall 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 an
     Originator Dilution Adjustment Payment, an Originator Adjustment Payment or
     an Originator Indemnification Payment.

2.7  Rebates, Adjustments, Returns, Reductions and Modifications

     From time to time an Originator may make a Dilution Adjustment to a
     Receivable in accordance with this Clause 2.7 and Clause 5.2, provided that
     if such 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,
<PAGE>

     by the relevant 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 an 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 an 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. Each 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 such 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.

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 beneficial ownership, the
          relevant 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,
          such 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 an Originator Adjustment Payment hereunder, the
          Purchaser shall automatically agree to pay to the relevant 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, each 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
<PAGE>

          asserted against the Purchaser in any way relating to or arising out
          of (i) any Receivable attributable to such Originator becoming subject
          to any defence, dispute, offset or counterclaim of any kind (other
          than as expressly permitted by this Agreement or the Pooling Agreement
          or any Supplement) or (ii) such 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 such 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)
          an Originator Termination Event with respect to an 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 an Originator Indemnification
          Payment on or prior to such tenth Business Day or on such earlier day
          in accordance with the proviso 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 an Originator Indemnification Payment is made.

2.9  Certain Charges

     The Originators 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 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

     Each 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
<PAGE>

     with the Receivable that has been outstanding the shortest and ending with
     the Receivable that has been outstanding the longest.

3.   REPRESENTATIONS AND WARRANTIES

3.1  Representations and Warranties of the Originators

     Each 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 limited liability company
          incorporated in England and Wales, (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

<PAGE>

          enforcement of creditors' rights generally, from time to time in
          effect and (b) to general principles of equity.

     (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) Neither it nor any Originator is 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
<PAGE>

     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
     relevant Originator of a 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 Originators Relating to the
     Receivables

     Each 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 UK 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 the Second Schedule 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 UK
          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   The governing law of the Receivables the subject of
          each offer is English Law.

     (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
<PAGE>

Assets to the Purchaser. Upon discovery by a Responsible Officer of the
Purchaser or the Master Servicer or a Responsible Officer of the relevant
Originator of a breach of any of the representations and warranties (or of any
Receivable encompassed by the representation and 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

Each 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, for Tioxide Europe, unaudited and for Petrochemicals
          UK 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 Petrochemical UK. Such accounts to be prepared in
          accordance with accounting principles generally accepted in the United
          Kingdom and in accordance with GAAP and consistently applied giving a
          true and fair view of the financial condition of the Company;

     (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 such 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.
<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 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 UK GAAP.

4.8  Marking of Records

     Each 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. Each 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

     Each 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 an 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 an 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 an 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)  an 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 an 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 such Originator by the Purchaser or the Trustee or
          (B) to the Purchaser, to the Trustee and to such Originator by holders
          of Investor Certificates evidencing 25% or more of the Aggregate
          Invested Amount; or

     (b)  an 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 such 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 an
          Originator Termination Event for an additional thirty (30) days; or

     (c)  any representation or warranty made by an 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 such 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 an Originator Termination
          Event for an additional thirty (30) days and provided further that an
          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)  an 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 International, 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 an 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 an 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 an 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 Agreement.

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 of 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 Purchaser 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 each 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 such 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 each Originator a license to access the Originator Documents
                 transferred by such 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, each Originator will (A)
                 deliver to the Purchaser all licenses, rights, computer
                 programs, related material, computer tapes, disks, cassettes
                 and data necessary for the immediate 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

                                       22
<PAGE>

                 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 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

     Each Originator agrees jointly and severally (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, 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

                                       23
<PAGE>

     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 an 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 Originators 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
     Originators and the Purchaser and their respective successors (whether by
     merger, consolidation or otherwise) and permitted assigns. Each 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. Each 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.

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,

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<PAGE>

     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 each 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 United Kingdom 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 Seventh 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 Eighth 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 an 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 each
     Originator, or to such other address as may be hereafter notified by the
     respective parties hereto:

     With respect to the Purchaser:

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<PAGE>

                Huntsman International LLC
                500 Huntsman Way
                Salt Lake City
                Utah 84108

                Attention:   Office of the General Counsel

     Copy to:

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

                Telecopy:    32 2759 5501

     With respect to the Originators:

                Tioxide Europe Limited
                Haverton Hill Road
                Billingham
                TS23 1PS

                Attention:   Company Secretary
                Telecopy:    01642 376 460

                Huntsman Petrochemicals (UK) Limited
                Haverton Hill Road
                Billingham
                TS23 1PS

                Attention:   Company Secretary
                Telecopy:    01642 376 460

                Copy to:

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

                Telecopy:    32 2759 5501

                The Chase Manhattan Bank (Ireland) plc, as Trustee
                Chase Manhattan House
                International Financial Services Centre
                Dublin 1
                Ireland

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<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 Tioxide Europe Limited of
          Haverton Hill Road, Billingham, TS23 1PS 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)  Each 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 an 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 an 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 an
     Originator is rescinded or must be restored or returned by the Purchaser as
     a result of any Insolvency Event with respect to an Originator then an
     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 an
     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 such
     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 an Originator or Purchaser shall not have liability for any
     obligation of such 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

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<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 an 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)).

IN WITNESS WHEREOF this 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/ Authorized Signatory

Signed by an authorised Officer of
TIOXIDE EUROPE LIMITED
/s/ Authorized Signatory

Signed by an authorised Officer of
HUNTSMAN PETROCHEMICALS (UK) LIMITED
/s/ Authorized Signatory

Signed by an authorised Officer of
HUNTSMAN (EUROPE) B.V.B.A.
/s/ Authorized Signatory

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