FORM OF LOUISIANA UNDERTAKING



LOUISIANA UNDERTAKING


Dated as of August 21, 1996




To the Lender Parties party to the
Credit Agreement referred
to below and to Citicorp USA, Inc.,
as Agent for such Lender Parties


Ladies and Gentlemen:

We refer to the Uniroyal Security Agreement dated as of August
21, 1996 (as amended, supplemented or otherwise modified from
time to time, the "Security Agreement"), made and executed by the
Pledgors party thereto in favor of Citicorp, USA, Inc., as Agent
(in such capacity, the "Agent") for the Secured Parties referred
to in the Credit Agreement dated as of  August 21, 1996 (as
amended, supplemented or otherwise modified from time to time,
the "Credit Agreement") among Uniroyal Chemical Company, Inc.
("Uniroyal"), Crompton & Knowles Corporation, Crompton & Knowles
Colors Incorporated, Davis-Standard Corporation, Ingredient
Technology Corporation, the Lender Parties party thereto,
Citicorp Securities, Inc., as Arranger, Citicorp USA, Inc., as
Agent and The Chase Manhattan Bank, as Managing Agent.  Unless
otherwise defined herein, the terms defined in the Credit
Agreement or the Security Agreement shall be used herein as
therein defined.

Each Pledgor hereby agrees, with respect to any and all
Collateral located in the State of Louisiana (the "Louisiana
Collateral") that the Security Agreement is hereby supplemented,
effective as of the date first above written, as follows:

(a)In the event the Louisiana Collateral or any part thereof is
seized as an incident to an action for the recognition or
enforcement of the security interest granted under the Security
Agreement by executory process, ordinary process, sequestration,
writ of fieri facias, or otherwise, each Pledgor hereby agrees
that any court issuing any such order shall, if petitioned for by
the Agent, direct the sheriff or the United States Marshal, as
applicable, to appoint as a keeper of the Louisiana Collateral,
the Agent, or any agent designated by the Agent, or any person
named by the Agent at the time such seizure is effected.  This
designation is made pursuant to LSA-R.S. 9:5136 through 5140.2,
inclusive, as the same may be amended from time to time, and the
Agent shall be entitled to all the rights and benefits afforded
thereunder including reasonable compensation.

(b) The Agent may exercise in respect of the Louisiana
Collateral, in addition to all other rights and remedies provided
for herein or in the Security Agreement or otherwise available to
it, all of the rights and remedies of a secured party upon
default under the Uniform Commercial Code in effect in the State
of Louisiana at such time, whether or not the Uniform Commercial
Code of the State of Louisiana applies to the affected Louisiana
Collateral.

(c)Each Pledgor hereby confesses judgment in the amount of the
Secured Obligations for purposes of executory process in favor of
the Agent or of any future holder, bona fide purchaser, or
assignee of the Secured Obligations of such Pledgor under the
Security Agreement, and it shall be lawful for the Agent, without
making demand and without notice or putting into default, the
same being hereby expressly waived, to cause all and singular the
Louisiana Collateral to be seized and sold under executory or
ordinary process by any court of competent jurisdiction or to
proceed with enforcement of its security interests in any other
manner provided by law, to be sold with or without appraisement,
to the highest bidder for cash or on such other terms as the
plaintiff in such proceedings may direct.  To the extent
otherwise applicable at all, each Pledgor hereby expressly waives
all of the following: (i) the benefit  of appraisement, as
provided in Articles 2332, 2336, 2723, and 2724 of the Louisiana
Code of Civil Procedure (the "Louisiana Code"), and all other
laws conferring the same; (ii) the demand and three (3) days
delay accorded by Articles 2639 and 2721 of the Louisiana Code,
(iii) the notice of seizure required by Article 2293 of the
Louisiana Code, and conferring the same; (iv) the three (3) days
delay provided by Articles 2331 and 2722 of the Louisiana Code,
and the other provisions of Articles 2331, 2722, and 2723 of the
Louisiana Code, and (v) all other Articles of the Louisiana Code
not specifically mentioned above, in each case, as amended from
time to time; and each Pledgor expressly agrees to the immediate
seizure of the Louisiana Collateral in the event of suit thereon.

This Undertaking shall not operate as a waiver of any right,
power or remedy of the Agent under the Security Agreement nor
constitute a waiver of any provision of the Credit Agreement or
any other Loan Document.

Without duplication of any amount payable under Section 8.04 of
the Credit Agreement, Uniroyal agrees: (a) to indemnify the Agent
from and against any and all claims, losses and liabilities
growing out of or resulting from this Undertaking (including,
without limitation, enforcement of this Undertaking), except
claims, losses or liabilities resulting from the Agent's gross
negligence or willful misconduct as determined by a final
judgment of a court of competent jurisdiction; and (b) upon
demand, to pay to the Agent the amount of any and all reasonable
expenses, including the reasonable fees and expenses of its
counsel and of any experts and agents, that the Agent may incur
in connection with (i) the administration of this Undertaking,
(ii) the custody, preservation, use or operation of, or the sale
of, collection from or other realization upon, any of the
Louisiana Collateral, (iii) the exercise or enforcement of any of
the rights of the Agent or the Lender Parties hereunder or (iv)
the failure by any Pledgor to perform or observe any of the
provisions hereof.

This Undertaking may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all
of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of a signature
page to this Undertaking by telecopier shall be effective as
delivery of a manually executed counterpart of this Undertaking.

This Undertaking shall be governed by, and construed in
accordance with, the laws of the State of Louisiana.

Very truly yours,


GUSTAFSON, INC.


By 
    Title:


GUSTAFSON INTERNATIONAL COMPANY


By 
    Title:


LOKAR ENTERPRISES, INC.


By 
    Title:


TRACE CHEMICALS, INC.


By 
    Title:


UNIROYAL CHEMICAL BRAZIL HOLDING, INC.


By
    Title:


UNIROYAL CHEMICAL COMPANY,
       INC.


By
    Title:


UNIROYAL CHEMICAL CORPORATION 
By
    Title:

UNIROYAL CHEMICAL EXPORT 
     LIMITED


By 
    Title:


UNIROYAL CHEMICAL INTERNATIONAL
     COMPANY


By 
    Title:


UNIROYAL CHEMICAL LEASING
     COMPANY, INC.


By 
    Title:




WITNESSES:





<PAGE>
Acknowledged this 21st
day of August, 1996
 

CITICORP USA, INC.
  as Agent for the Secured Parties



By
     Title: