Exhibit 10.27

SECOND AMENDMENT  dated as of October 21, 2002        between        HUNTSMAN RECEIVABLES FINANCE LLC,  as Company        HUNTSMAN (EUROPE), BVBA,
  as Master Servicer        and        and J.P. MORGAN (IRELAND) PLC,  as Trustee        to        SERIES 2000-1 SUPPLEMENT        Dated as of December 21, 2000

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THIS AMENDMENT, dated as of October 21, 2002 (the "Amendment") between Huntsman Receivables Finance LLC (the
"Company"), a Delaware limited liability company; Huntsman (Europe) BVBA (the "Master Servicer"); and
J.P. Morgan (Ireland) plc, successor-in-interest to Chase Manhattan Bank (Ireland) plc, as trustee (the "Trustee"), modifies the
Series 2000-1 Supplement dated as of December 21, 2000, as amended by an amendment dated as of December 18, 2001 (the
"Supplement"), which supplements the Amended and Restated Pooling Agreement, dated as of June 26, 2001 (the "Pooling
Agreement" and, together with the Supplement, the "Agreement") between the Company, the Master Servicer and the Trustee.

WHEREAS,
the parties hereto (the "Parties") wish to amend the Supplement;

WHEREAS,
Section 10.01(c) of the Pooling Agreement permits the amendment of the Supplement upon the terms and conditions specified therein;

WHEREAS,
Section 11.07(b) of the Supplement permits the amendment of the Supplement with the written consent of the Funding Agent and the Series 2000-1 Majority
Purchasers to add any other provisions to or change in any manner or eliminate any of the provisions of the Supplement; and

WHEREAS,
the Parties have provided prior written notice of the Amendment to the Series 2000-1 Rating Agencies in accordance with the requirements of
Section 11.07(c)(ii) of the Supplement;

NOW,
THEREFORE, the Parties agree that the Supplement is hereby amended effective as of the date hereof and the Parties agree hereto as follows:

Section 1.Definitions.Capitalized terms used but not defined herein shall have the meaning assigned to
such terms in Annex X to the Pooling Agreement.

Section 2.Amendment.

(a)  The
text of Section 1.01 is hereby deleted in its entirety and shall be replaced with the following:



(b)  All
references in the Supplement to Chase and/or its affiliate entities shall refer to their respective successors in interest.

(c)  Schedule 1
to the Supplement is hereby amended and restated in its entirety and replaced with Schedule 1 attached hereto

(d)  An
additional Schedule III is hereby added to the Supplement as follows:

SCHEDULE III to the  Series 2000-1 Supplement

Series 2000-1 Definitions



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Section 3.Ratification of Supplement.The Supplement, as amended hereby, is in all respects ratified and
confirmed.

Section 4.Waiver of Notice by Funding Agent.The Funding Agent hereby waives any prior notice and any
notice period that may be required in connection with the execution of this Amendment by the Pooling Agreement or the Supplement.

Section 5.Waiver of Notice by All Parties.Each of the parties waives any prior notice and any notice
period that may be required by any other agreement or document in connection with the execution of this Amendment.

Section 6.GOVERNING LAW.THIS AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REFERENCE TO ANY CONFLICT OF LAW
PRINCIPLES.

Section 7.Counterparts.This Amendment may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all of such counterparts shall together constitute but one and the same instrument.

Section 8.Headings.The headings of Sections contained in this Amendment are provided for convenience
only. They form no part of this Amendment or the Supplement and shall not affect the construction or interpretation of this Amendment or Supplement or any provisions hereof or thereof.

[Remainder
of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date set forth on the first page hereof.

|                                                                       |                                                                   |  | HUNTSMAN RECEIVABLES FINANCE LLC,
as Company                                   
|---------------------------------------------------------------------- | ----------------------------------------------------------------- |  | -------------------------------------------------------------------------------
|                                                                       |                                                                   |  |                                                                                
|                                                                       |                                                                   |  | By:                                                                            
|                                                                       |                                                                   |  |                                                                                
|                                                                       |                                                                   |  | HUNTSMAN (EUROPE) BVBA,
as Master Servicer                                     
|                                                                       |                                                                   |  |                                                                                
|                                                                       |                                                                   |  | By:                                                                            
|                                                                       |                                                                   |  |                                                                                
|                                                                       |                                                                   |  | J.P. MORGAN (IRELAND) PLC,
not in its individual capacity but solely as Trustee
|                                                                       |                                                                   |  |                                                                                
|                                                                       |                                                                   |  | By:                                                                            
|                                                                       |                                                                   |  |                                                                                
|CONSENTED AND ACKNOWLEDGED                                             |                                                                   |  |                                                                                
|JPMORGAN CHASE BANK,
as Funding Agent                                  |                                                                   |  |                                                                                
|                                                                       |                                                                   |  |                                                                                
|By:                                                                    | /s/LARA GRAFFName: Lara Graff
Title:Vice President                |  |                                                                                
|                                                                       |                                                                   |  |                                                                                
|JP MORGAN CHASE BANK,
as APA Bank                                      |                                                                   |  |                                                                                
|                                                                       |                                                                   |  |                                                                                
|By:                                                                    | /s/BRADLEY SCHWARTZName: Bradley Schwarts
Title:Managing Director |  |                                                                                
|                                                                       |                                                                   |  |                                                                                
|PARK AVENUE RECEIVABLES CORPORATION,
as Series 2000-1 Initial Borrower |                                                                   |  |                                                                                
|                                                                       |                                                                   |  |                                                                                
|By:                                                                    | /s/ANDREW L. STIDDName: Andrew L. Stidd
Title:President           |  |                                                                                

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SCHEDULE 1(Series 2000-1 Commitments)

|JP Morgan Chase Bank |  | $125,000,000
|-------------------- |  | ------------

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