<PAGE>

                                              [CONFIDENTIAL TREATMENT REQUESTED]

**Confidential portions of this Exhibit have been omitted pursuant to the Rules
and Regulations of the Securities and Exchange Commission.  The symbol "[+++++]"
has been used to identify information which is the subject of a Confidential
Treatment Request.



                            TIOXIDE EUROPE LIMITED


                                      And


                       IMPERIAL CHEMICAL INDUSTRIES plc
                             trading as ICI Paints



                              PURCHASE AGREEMENT


                                 Page 1 of 27
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                                              [CONFIDENTIAL TREATMENT REQUESTED]


                                   AGREEMENT

This Agreement is dated              day of                 2001 and is between:


1.   Imperial Chemical Industries plc trading as ICI Paints whose registered
     office is at 9 Millbank, London SW1P 3JF (hereafter referred to as "ICI");

     and

2.   Tioxide Europe Ltd whose registered office is Haverton Hill Road,
     Billingham, TS23 1PS (hereafter referred to as "Huntsman Tioxide")

     The purpose of this agreement (the "Agreement") is to set-out the terms on
     which the ICI Paints Users in the specified Territories will purchase
     titanium dioxide from Huntsman Tioxide and Huntsman Tioxide will supply
     titanium dioxide to the ICI Paints Users and is entered into in recognition
     of the economies and benefits that derive from ICI's position as Huntsman
     Tioxide's largest customer.

     This agreement supersedes and replaces the agreement between the parties
     dated 3rd July 1997, and all subsequent amendments and additions thereto.

DEFINITIONS AND INTERPRETATION
------------------------------

     In this Agreement the following words shall have the following meanings:

     "ICI Paints User/s"  means any company in which ICI has a shareholding of
                          more than 50% involved in the manufacture of surface
                          coatings in any of the Territories

     "Territory/ies"      means the countries set out in Schedule 1 hereto or
                          any of them

     "TiO2"               means rutile Titanium Dioxide in accordance with the
                          grades and specifications set out in Appendix 1

     "Contract Year"      means a period of 12 consecutive months beginning on
                          1st January in any year

     "Quarter"            means a period of 3 consecutive calendar months
                          starting on the 1st January, the 1st April, the 1st
                          July or the 1st October of any year


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                                              [CONFIDENTIAL TREATMENT REQUESTED]

     "Region"             means the areas of the world set out below containing
                          the Territories listed:

                          North America:
                          containing United States of America, Canada, Puerto
                          Rico and Mexico

                          Europe:
                          containing United Kingdom, Ireland, France, Germany,
                          Spain, Italy and Holland

                          Asia:
                          containing India, Pakistan, Sri Lanka, Malaysia,
                          Singapore, Thailand, Vietnam, Indonesia and The
                          Peoples Republic of China

                          and any reference to North America, Asia or Europe
                          shall mean the Territories so listed and no others.

"[+++++++]"**             [+++++]

"On Time and In Full"     means delivery within the agreed lead-time and in the
                          full and accurate quantity ordered

"[+++++++]                [+++++]
[+++++++]"                [+++++].

Headings to clauses in this Agreement are for the purpose of information and
identification only and shall not be construed as forming part of this
Agreement.

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                                              [CONFIDENTIAL TREATMENT REQUESTED]

1.  TERRITORIES
    -----------

    1.1  A list of the countries governed by this Agreement is attached as
         Schedule 1.

         Where during the term of this Agreement a new business for the
         manufacture of surface coatings is established or acquired by ICI in
         which it holds more than a 50% interest:

         1.1.1  if such new business is located in one of the Territories sales
                of TiO2 made to such business shall be subject to this
                Agreement;

         1.1.2  if such new business is not located in any of the Territories,
                sales of TiO2 made to such business shall not be subject to
                this Agreement unless otherwise agreed in writing such
                agreement not to be unreasonably withheld.

2.  TERM
    ----

    Subject to Clause 17, this Agreement shall commence on 1st day of July 2001
    and shall continue until terminated by either party giving the other at
    least 12 months notice in writing such notice to expire on the 30th June or
    31st December of any Contract Year.  Notwithstanding the foregoing but
    subject to Clause 17 notice may not be given to expire before 31st December
    2003.


3.  VOLUME
    ------

    3.1  During the period from 1st July 2001 to 31st December 2002 Huntsman
         Tioxide shall make available for supply to ICI and ICI shall use
         reasonable endeavours to buy [+++++] metric tonnes of TiO2 from
         Huntsman Tioxide.

         Offtake of volumes shall be as set out below although the Parties
         agree that at ICI's request a variance of [+++++] shall be permissible
         within these Regional numbers subject to the forecasting mechanism set
         out in Clause 5.

KTE                      Sulphate          Chloride          Total
---                      --------          --------          -----
North America            [+++++]            [+++++]          [+++++]
Europe                   [+++++]            [+++++]          [+++++]
Asia                     [+++++]            [+++++]          [+++++]
Total                    [+++++]            [+++++]          [+++++]

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                                              [CONFIDENTIAL TREATMENT REQUESTED]

    3.2  During the period from 1st January 2003 to 31st December 2003 Huntsman
         Tioxide shall make available for supply to ICI and ICI shall use its
         reasonable endeavours to buy [+++++] metric tonnes of TiO2 from
         Huntsman Tioxide.

         Offtake of volumes shall be as set out below although the Parties
         agree that a variance of [+++++] shall be permissible within these
         Regional numbers subject to the forecasting mechanism set out in
         Clause 5.

KTE                   Sulphate           Chloride         Total
---                   --------           --------         -----
North America         [+++++]            [+++++]          [+++++]
Europe                [+++++]            [+++++]          [+++++]
Asia                  [+++++]            [+++++]          [+++++]
Total                 [+++++]            [+++++]          [+++++]

    3.3  From [+++++] it is intended that all volumes purchased in Asia under
         this Contract shall be [+++++] metric tonnes of TiO2 as set out in
         Appendix 1.

    3.4  From [+++++] and thereafter Huntsman Tioxide shall make available for
         supply to ICI and ICI shall use its reasonable endeavours to buy
         [+++++] per annum of TiO2 from Huntsman Tioxide save that, at ICI's
         choice, the said volume may be increased by up to [+++++] per Contract
         Year from the volume purchased in the preceding Contract Year.

4.  COMMITMENT TO SUPPLY
    --------------------

    4.1 Malaysia and Canada

        Huntsman Tioxide shall supply [+++++] ICI Paints Users in Malaysia and
        Canada provided these requirements are forecast according to the
        mechanism stipulated in Clause 5.

    4.2 Latin America, Taiwan & Poland

        It is agreed between the Parties that the terms of this Agreement will
        not cover supply to all territories in the latin America region or to
        the territories of Taiwan and Poland. Should either Party wish to
        commence supply/receipt of TiO2 within these territories then the
        Parties shall meet to discuss such supply in good faith and the terms
        including rebates under which it may be made.

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                                              [CONFIDENTIAL TREATMENT REQUESTED]

5.  FORECASTING
    -----------

    5.1 One month before the end of each Quarter ICI will provide to Huntsman
        Tioxide a demand forecast for the following four Quarters. This forecast
        shall detail the quantities and grades of Huntsman Tioxide TiO2 expected
        to be required by each ICI Paints User in each Territory by Quarter for
        the period.

    5.2 The grades and volumes indicated in these demand forecasts must be
        consistent with the grades, volumes and growth in volume set out in
        Clause 3.

    5.3 Provided that the forecast for total demand under the terms hereof is no
        more than [+++++] of the global quantity supplied or the final agreed
        forecast whichever is the lower for the corresponding Quarter of the
        preceding year, the forecast in any Region may be up to [+++++] of the
        quantity supplied or the final agreed forecast which ever is the lower
        in the corresponding Quarter of the preceding year.

    5.4 ICI undertakes that a forecast in respect of any Quarter shall not be
        varied in respect of each Region in subsequent forecasts relating to the
        same Quarter by more than [+++++], or by more than [+++++] in
        consecutive forecasts.

    5.5 Subject to clause 5.2, 5.3 and 5.4 Huntsman Tioxide undertakes to supply
        in each Quarter the volumes indicated in the most recent agreed forecast
        for that Quarter. ICI undertakes to use all reasonable endeavours to
        purchase from Huntsman Tioxide in each Quarter the volumes indicated in
        the most recent agreed forecast for that Quarter.

6.  PRICE
    -----

    6.1  [+++++].

    6.2  Huntsman Tioxide shall maintain a file confirming the basis upon which
         the prices set out in Clause 6.1 have been calculated. This file shall
         contain documented evidence of all prices and price changes, necessary
         to make the price calculations referred to in Clause 6.1 and also
         including retro-active credits or other price adjustments where
         applicable. ICI Paints shall be entitled to have this file inspected by
         an independent auditor appointed by ICI in order to confirm the
         veracity of the price calculations. In the event that the independent
         auditor appointed by ICI confirms the veracity of the price
         calculations then ICI shall pay the costs of the independent auditor.
         In the event that the independent auditor finds that the price
         calculations are in error then a correcting payment shall be

                                  Page 6 of 27
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                                              [CONFIDENTIAL TREATMENT REQUESTED]

         made immediately by the party benefiting from the error to the other
         party and Huntsman Tioxide shall pay the costs of the independent
         auditor.

         The independent auditor shall keep confidential any information
         submitted to him by Huntsman Tioxide and shall not disclose such
         information to ICI or to any other party.

     6.3 Huntsman Tioxide's usual small delivery surcharges applying to its
         other customers in a Territory shall also apply to ICI Paints Users in
         that Territory.

     6.4 For the avoidance of doubt the volume of any TiO2 supplied in slurry
         form pursuant to this Agreement shall, for the purpose of price and
         rebate calculations, be calculated by reference to the dry weight of
         such TiO2.


7.  PAYMENT
    -------

    7.1  A schedule of agreed payment terms is attached as Schedule II.  These
         terms may only be varied by written agreement between the parties.

    7.2  ICI shall ensure that payment is received by Huntsman Tioxide on or
         before the relevant due date specified by Schedule II.

    7.3  Huntsman Tioxide reserve the right to charge the relevant ICI Paints
         User interest in respect of the late payment of any sums due under this
         Agreement (as well after as before judgement) at the rate of 2% above
         LIBOR with respect to sales in Europe; at 2% above the US base lending
         rate with respect to sales in North America; and at 2% above the
         Malaysian base lending rate with respect to sales to Asia from the due
         date therefor until payment.

    7.4  All prices are exclusive of any applicable value added or any other
         sales tax, for which ICI shall be additionally liable.

8.  [+++++]

    8.1  [+++++].

    8.2  [+++++].

    8.3  [+++++].

    8.4  [+++++]

                                  Page 7 of 27
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                                              [CONFIDENTIAL TREATMENT REQUESTED]

     8.5

         [+++++]                  [+++++]
         [+++++]                  [+++++]
         [+++++]                  [+++++]
         [+++++]                  [+++++]
         [+++++]                  [+++++]
         [+++++]                  [+++++]
         [+++++]                  [+++++]

     8.5 [+++++].

9.  VALUE CREATION
    --------------

    9.1 The parties jointly commit to the principle of implementing a programme
        of vendor managed inventory (VMI) in all Territories where it is
        practicable and cost effective for both parties to do so. Joint project
        teams will be set up in each Region to evaluate the possibilities and
        plan and implement the programme.

    9.2 In each Region, the Huntsman Tioxide regional coatings technical service
        and product development teams and ICI Paints Users will maintain regular
        contact with each other in that Region.

    9.3 Huntsman Tioxide's central research and Technology surface coatings
        team and their designated opposite numbers in ICI will also maintain
        regular contact.

    9.4 Through these contacts, ICI's technical requirements will be taken into
        account by Huntsman Tioxide in setting up its global and local research
        programmes.

    9.5 A formal technical review of matters arising from these contacts, and
        appropriate actions, will be arranged between the parties at least once
        a year.

    9.6 Huntsman Tioxide will give ICI the first customer appraisal prior to
        disclosure to any other party of any relevant new developments it makes
        relating to TiO2 in surface coatings provided that such development has
        not been initiated by another of Huntsman Tioxide's customers. Upon
        Huntsman Tioxide presenting ICI with information concerning a new
        development in reasonably sufficient detail for ICI to make a reasonable
        and meaningful assessment of the new development, ICI will report back
        to Huntsman Tioxide within 90 days of receiving such information from

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                                              [CONFIDENTIAL TREATMENT REQUESTED]

        Huntsman Tioxide on its views on such developments and pending such
        report Huntsman Tioxide will not disclose such development to any other
        party. The parties may extend such period by agreement.

    9.7 When a new product is developed by Huntsman Tioxide for the surface
        coatings market, with material technical co-operation from ICI, then ICI
        shall enjoy an exclusive lead time from the date when its surface
        coating containing the new product is brought to market - the length of
        lead time to be agreed on a case by case basis. During that lead time
        Huntsman Tioxide will not supply or sample such new product to any other
        party. Such new product shall be added to the list of grades and
        specifications appearing at Appendix 1.

    9.8 There may occasionally be a need for local funding by Huntsman Tioxide
        of technical costs incurred by ICI Paints Users eg in reformulation to a
        Huntsman Tioxide grade. Such funding will be a matter of a local
        negotiation between the ICI Paints User and Huntsman Tioxide.

10. CHANGE IN CIRCUMSTANCES
    -----------------------

     The parties will consult with one another in the event of any significant
     change in circumstances in their business affecting this Agreement.


11.  SERVICE AND DELIVERY
     --------------------

     11.1 Huntsman Tioxide shall use its best endeavours to supply all accepted
          orders "On Time and In Full".

     11.2 Delivery of TiO2 shall occur and title to and risk of loss of or
          damage to TiO2 supplied hereunder shall occur at the delivery points
          set out in Appendix 2, subject to any variation by separate VMI
          agreement.

12. GRADE AVAILABILITY
    ------------------

    Huntsman Tioxide's TiO2 is  manufactured to globally consistent
    specifications as set out in Appendix 1, but not all grades are made or
    available in all Regions.  The parties shall agree from time to time which
    grades shall be offered to ICI Paints Users in each Region.

13.  CONFIDENTIALITY
     ---------------

     13.1 Each of the parties hereby undertakes to the other to:

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                                              [CONFIDENTIAL TREATMENT REQUESTED]

          13.1.1 keep confidential all information (written or oral) concerning
                 the business and affairs of the other that it shall have
                 obtained or received as a result of the discussions leading up
                 to or the entering into or performance of this Agreement (`the
                 Information')

          13.1.2 not without the other's written consent disclose the
                 Information in whole or in part to any other person save those
                 of its employees or agents involved in the performance of this
                 Agreement and who have a need to know the same;

          13.1.3 use the Information solely in connection with the performance
                 of this Agreement and not for its own benefit or the benefit of
                 any third party.

     13.2 The provisions of clause 13.1 above shall not apply to the whole or
          any part of the Information to the extent that it is;

          13.2.1 trivial or obvious

          13.2.2 already in the other's possession on the date of its
                 disclosure; or

          13.2.3 in the public domain other than as a result of a breach of
                 this clause.

     13.3 Each of the parties hereby undertakes to the other to make all
          relevant employees and agents aware of the confidentiality of the
          Information and the provisions of this clause 13 without limitation to
          the foregoing to take all such steps as shall from time to time be
          necessary to ensure compliance by its employees and agents with the
          provisions of this clause 13

     13.4 The terms of this Clause 13 shall remain effective for the duration
          of this Agreement and for a further period of two years following
          termination of this Agreement.

14.  FORCE MAJEURE
     -------------

     14.1 Neither party shall be liable to the other or be deemed to be in
          breach of this Agreement or results by reason of any delay in
          performing, or any failure to perform, any of its obligations under
          this Agreement, if the delay or failure was due to any cause beyond
          its reasonable control or results from the disposal of, or cessation
          or suspension in the operation of, any facility where it is producing
          any or using any quantity of TiO2 deliverable hereunder (a "Force
          Majeure Event").  Without prejudice to

                                 Page 10 of 27
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                                              [CONFIDENTIAL TREATMENT REQUESTED]

          the generality of the foregoing the following shall be regarded
          without limitation as causes beyond a party's reasonable control:

          14.1.1 Act of God, explosion, flood, tempest, fire or accident;

          14.1.2 war or threat of war, sabotage, insurrection, civil
                 disturbance or requisition;

          14.1.3 acts, restrictions, regulations, bye-laws, prohibitions or
                 measures of any kind on the part of any Governmental or Local
                 Authority;

          14.1.4 import or export regulations or embargoes;

          14.1.5 strikes lock-outs or other industrial actions or trade
                 disputes whether involving employees of third parties or of the
                 parties to this Agreement provided that in the latter case the
                 party affected shall demonstrate to the reasonable satisfaction
                 of the unaffected party that the circumstance in question
                 giving rise to a claim of Force Majeure is a bona fide dispute.
                 For the avoidance of doubt a refusal to accede to the demands
                 of its employees shall not be interpreted as something that is
                 within the control of the affected party;

          14.1.6 difficulties in obtaining raw materials, fuel, parts or
                 machinery;

          14.1.7 power failure or breakdown in machinery.

                 If either party is unable to perform its duties and obligations
                 under this Agreement as a result of a Force Majeure Event such
                 party shall give written notice to the other of such inability
                 stating the cause in question and the date on which such cause
                 commenced. The operation of this Agreement relating to the
                 Force Majeure Event shall be suspended during the period (and
                 only during the period) in which the cause continues to have
                 effect. Forthwith upon the cause ceasing to have effect the
                 party relying upon it shall give written notice thereof to the
                 other.

     14.2 In the event that a Force Majeure Event results in a shortage of TiO2
          Huntsman Tioxide will treat ICI equitably in apportioning available
          product among its customers to whom it has a contractual commitment to
          supply.

     14.3 In the event that ICI is forced to purchase TiO2 from alternative
          suppliers as a result of Huntsman Tioxide's notifying a Force Majeure
          Event then the volumes of TiO2 purchased by ICI from any such
          alternative suppliers in substitution for the TiO2 that Huntsman
          Tioxide was committed to supply but was unable to supply during the
          period of the Force Majeure

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                                              [CONFIDENTIAL TREATMENT REQUESTED]

          Event shall be included in the calculation of the appropriate rebate
          level to be paid under Clause 8 but no discount or rebate shall be
          paid upon these volumes themselves.

     14.4 If a Force Majeure Event occurs such that Huntsman Tioxide is
          prevented from delivering or supplying in accordance with this
          Agreement, Huntsman Tioxide shall use its reasonable endeavours but
          shall not be obliged to make up any shortfall of TiO2 not supplied on
          account of such Force Majeure Event.


15. APPLICABLE LAW
    --------------

    This Agreement shall be governed by and construed in accordance with
    English law and the parties irrevocably submit to the non-exclusive
    jurisdiction of the High Court of Justice in London for all purposes
    connected with it.

16. LIABILITY AND WARRANTY
    ----------------------

    16.1 All TiO2 sold by Huntsman Tioxide to ICI pursuant to this Agreement
         shall conform in all respects to its specification at the time of
         delivery.  Huntsman Tioxide makes no other representation or warranty
         of any kind, express or implied, as to reasonable quality,
         merchantability or fitness for purpose or any other matter with
         respect to TiO2 sold pursuant to this Agreement.

    16.2 Any claim by ICI which is based on the failure of TiO2 delivered
         under this Agreement to correspond with its specification shall
         (whether or not delivery is refused by ICI) be notified to Huntsman
         Tioxide within 90 days from the date of usage. If delivery is not
         refused, and ICI does not notify Huntsman Tioxide in accordance with
         this Clause 16.2, ICI shall not be entitled to reject the goods and
         Huntsman Tioxide shall have no liability, and ICI shall be bound to
         pay the price as if the goods had been delivered in accordance with
         this Agreement.

    16.3 Other than as expressly set out in Clauses 16.1 and 16.2 above and
         except in respect of death or personal injury caused by Huntsman
         Tioxide's negligence, Huntsman Tioxide shall not be liable to ICI by
         reason of any representation (unless fraudulent), or any implied
         warranty, condition or other term, or any duty at common law for any
         costs, expenses or other claims for compensation whatsoever (whether
         caused by negligence of Huntsman Tioxide, its employees or agents or
         otherwise) which arise out of or in connection with the supply of TiO2
         or their use or resale by ICI, and the entire liability of Huntsman
         Tioxide under or in connection with this Agreement shall not exceed
         [+++++] for each incident giving rise to a

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                                              [CONFIDENTIAL TREATMENT REQUESTED]

         claim and shall in any event not exceed [+++++] aggregate in respect of
         incidents occurring in any Contract Year.

    16.4 Each party acknowledges that, in entering into this Agreement, it
         does not do so on the basis of or rely on any representation, warranty
         or other provision except as expressly provided in this Agreement, and
         accordingly all conditions, warranties or other terms implied by
         Statute or Common Law are hereby excluded to the fullest extent
         permitted by law.


17.  TERMINATION
---  -----------

     17.1 This Agreement may be terminated;

          17.1.1 forthwith by either party if the other commits any material
                 breach of any term of this and which (in the case of a breach
                 capable of being remedied) shall not have been remedied within
                 28 days of a written request to remedy the same; and

          17.1.2 forthwith by either party if the other shall convene a meeting
                 of its creditors or if a proposal shall be made for a voluntary
                 arrangement within Part I of the Insolvency Act 1986 or a
                 proposal for any other composition scheme or arrangement with
                 (or assignment for the benefit of) its creditors or if the
                 other shall be unable to pay its debts within the meaning of
                 section 123 of the Insolvency Act 1986 or if a trustee receiver
                 administrative receiver or similar officer is appointed in
                 respect of all or any part of the business or assets of the
                 other party or if a petition is presented or a meeting is
                 convened for the purpose of considering a resolution or other
                 steps are taken for the winding up of the other party or for
                 the making of an administration order (otherwise than for the
                 purpose of an amalgamation or reconstruction).

18.  ASSIGNMENT
     ----------

     18.1 Neither party shall be entitled to assign this Agreement nor all or
          any of their rights and obligations hereunder without the prior
          written consent of the other.

     18.2 Huntsman Tioxide shall be entitled to perform any of the obligations
          undertaken by it and to exercise any of the rights granted to it under
          this Agreement through any other company which at the relevant time is
          its holding company or subsidiary (as defined by Section 736 of the
          Companies Act 1985, as amended) or the subsidiary of any such holding
          company.

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19.  NOTICES
------------

     19.1   Any notice to be given under this Agreement shall be either
            delivered personally or sent by first class recorded delivery post
            (airmail if overseas) or by fax. The address for service of each
            party is its registered office or any other address for service
            previously notified to the other party. A notice is deemed to have
            been served as follows:

            19.1.1  if personally delivered, at the time of delivery;

            19.1.2  if posted, at the expiration of 48 hours or (in the case of
                    airmail) 7 days after the envelope containing it is
                    delivered into the custody of the postal authorities.

            19.1.3  if sent by fax at the time it is despatched.

     19.2   In proving service it is sufficient to prove that personal delivery
            was made, or that the envelope containing the notice was properly
            addressed and delivered into the custody office of the postal
            authority as a prepaid first class recorded delivery or airmail
            letter (as appropriate) or in the case of fax by production of a
            transmission report confirming uninterrupted transmission.


20.  INVALIDITY
---------------

     If any provision of this Agreement shall be found by any court or
     administrative body of competent jurisdiction to be invalid or
     unenforceable the invalidity or unenforceability of such provision of this
     Agreement and all provisions not affected by such invalidity or
     unenforceability shall remain in full force and effect.  The parties
     hereby agree to attempt to substitute for any invalid or unenforceable
     provision a valid or enforceable provision which achieves to the greatest
     extent possible the economic legal and commercial objectives of the invalid
     or unenforceable provision.


21.  WAIVER
-----------

     The waiver by either party of a breach or default of any of the provisions
     of this Agreement by the other party shall not be construed as a waiver of
     any succeeding breach of the same or other provisions nor shall any delay
     or omission on the part of either party to exercise or avail itself of any
     right power or privilege that it has or may have hereunder operate as a
     waiver of any breach or default by the other party.

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22.  ENTIRE AGREEMENT
---------------------

     This Agreement contains the entire agreement between the parties with
     respect to the subject matter hereof, supersedes all previous Agreements
     and understandings between the parties with respect thereto, and may not be
     modified except by an instrument in writing signed by the duly authorised
     representative of the parties.


23.  COUNTERPARTS
-----------------

This Agreement may be executed in more than one counterpart and shall come into
force once each party has executed such a counterpart in identical form and
exchanged the same with the other party.


Signed for and on behalf of
TIOXIDE EUROPE LIMITED .....................................


Name in Full ............/s/ Douglas A. L. Coombs.............................


Position: ...............President & CEO......................................

In the  presence of
Witness ................../s/ Johnathan Dean..................................



Signed for and on behalf of
IMPERIAL CHEMICAL INDUSTRIES plc
trading as ICI Paints.........................................................

Name in Full ................../s/ Steven Cannam..............................

Position: .....................S.V.P. Procurement and Logistics...............

In the presence of
Witness ......................./s/ D.R. Pale....../s/ D.J. Brittan............


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                                  SCHEDULE I
                                  ----------

                              LIST OF TERRITORIES
                              -------------------

United Kingdom     (UK)
Ireland
Germany
France
Spain
Italy
Holland

United States of America     (USA)
Canada
Puerto Rico
Mexico

Malaysia
Singapore
Thailand
Indonesia
Peoples Republic of China
Vietnam
Pakistan
India
Sri Lanka


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                                  SCHEDULE II

                             AGREED PAYMENT TERMS

         Territory                                      Term
--------------------------------------------------------------------------------
United Kingdom                      20th of the month following month of invoice
--------------------------------------------------------------------------------
Ireland                             20th of the month following month of invoice
--------------------------------------------------------------------------------
Germany                             30 days net 2% discount for payment within
                                    14 days
--------------------------------------------------------------------------------
Holland                             60 days from date of invoice
--------------------------------------------------------------------------------
France                              30 days from end of month of invoice 1%
                                    discount for payment on 10th of following
                                    month
--------------------------------------------------------------------------------
Italy                               60 days from month end
--------------------------------------------------------------------------------
Spain                               90 days net
--------------------------------------------------------------------------------
USA                                 60 days net 1% discount for payment within
                                    30 days
--------------------------------------------------------------------------------
Canada                              60 days net 1% discount for payment within
                                    30 days
--------------------------------------------------------------------------------
Puerto Rico                         60 days net - 1% discount for payment within
                                    30 days
--------------------------------------------------------------------------------
Malaysia                            60 days from month end
--------------------------------------------------------------------------------
Singapore                           60 days from month end
--------------------------------------------------------------------------------
Thailand                            90 days from date of bill of lading
--------------------------------------------------------------------------------
Peoples Republic of China           90 days from date of bill of lading
--------------------------------------------------------------------------------
Vietnam                             90 days from date of bill of lading
--------------------------------------------------------------------------------
Indonesia                           90 days from date of bill of lading
--------------------------------------------------------------------------------
Pakistan                            120 days from date of bill of lading
--------------------------------------------------------------------------------
India                               90 days from date of bill of lading
--------------------------------------------------------------------------------
Sri Lanka                           90 days from date of bill of lading
--------------------------------------------------------------------------------

                                 Page 17 of 27
<PAGE>

                                              [CONFIDENTIAL TREATMENT REQUESTED]

                                  APPENDIX 1

                  GRADES AND SPECIFICATIONS ARE AS FOLLOWS:-

                                    [+++++]
                                    [+++++]
                                    [+++++]
                                    [+++++]
                                    [+++++]
                                    [+++++]


                                 Page 18 of 27
<PAGE>

                                              [CONFIDENTIAL TREATMENT REQUESTED]


                               Specification for
                                TIOXIDE [+++++]


COMPANY          :   ICI                 ICI            ICI PAINTS

LOCATION         :   [+++++]             [+++++]        [+++++]

SPECIFICATION NO :                       [+++++]        [+++++]

ICI REFERENCE    :                       M2551

COMPANY          :   ICI DULUX PAINTS    [+++++]

LOCATION         :   [+++++]             [+++++]

SPECIFICATION NO :   [+++++]             [+++++]

DATE             :   10.03.1999

------------------------------------------------------------------------------
PROPERTY                 TEST METHOD             SPECIFICATION
[+++++]                                            [+++++]
[+++++]                    [+++++]                 [+++++]
[+++++]                    [+++++]                 [+++++]
[+++++]                    [+++++]                 [+++++]
[+++++]                    [+++++]                 [+++++]
[+++++]                    [+++++]                 [+++++]
[+++++]                    [+++++]                 [+++++]
[+++++]                    [+++++]                 [+++++]
[+++++]                    [+++++]                 [+++++]
[+++++]                    [+++++]                 [+++++]
[+++++]                    [+++++]                 [+++++]
[+++++]                    [+++++]                 [+++++]
------------------------------------------------------------------------------

S.A.M.M. = TIOXIDE STANDARD ANALYTICAL METHOD
S.P.T.M. = TIOXIDE STANDARD PIGMENT TEST METHOD
# = VS TIOXIDE REFERENCE STANDARD

For ICI                         For Tioxide Europe
-------                         ------------------

Approved by:                    Approved by: John G Balfour

Position:                       Position:    Quality Assurance Officer
                                Technical Service Department (Coatings)

                                Address : West Site, Haverton Hill Road,
                                Billingham TS23 1PS
                                England
Date:                           Date:
Signature:                      Signature:


                                 Page 19 of 27
<PAGE>

                                              [CONFIDENTIAL TREATMENT REQUESTED]

This specification supersedes all previous signed or unsigned specifications and
must remain confidential between ICI and Tioxide.  This specification is only
valid when signed by representatives of both Tioxide Europe Limited and ICI.

                                                                    TEMS/TSD/04C
                                                                           REV.2
                               Specification for
                               TIOXIDE R-[+++++]


COMPANY               :   ICI              ICI       ICI PAINTS

LOCATION              :   [+++++]          [+++++]   [+++++]

SPECIFICATION NO      :   [+++++]          [+++++]   [+++++]

ICI REFERENCE         :   M2536

COMPANY               :   ICI DULUX PAINTS [+++++]

LOCATION              :   [+++++]          [+++++]

SPECIFICATION NO      :   [+++++]          [+++++]

DATE                  :   09.03.1999


------------------------------------------------------------------------------
PROPERTY              TEST METHOD             SPECIFICATION
[+++++]                                           [+++++]
[+++++]                 [+++++]                   [+++++]
[+++++]                 [+++++]                   [+++++]
[+++++]                 [+++++]                   [+++++]
[+++++]                 [+++++]                   [+++++]
[+++++]                 [+++++]                   [+++++]
[+++++]                 [+++++]                   [+++++]
[+++++]                 [+++++]                   [+++++]
[+++++]                 [+++++]                   [+++++]
[+++++]                 [+++++]                   [+++++]
[+++++]                 [+++++]                   [+++++]
[+++++]                 [+++++]                   [+++++]
[+++++]
----------------------------------------------------------------------

S.A.M.M. = TIOXIDE STANDARD ANALYTICAL METHOD
S.P.T.M. = TIOXIDE STANDARD PIGMENT TEST METHOD
# = VS TIOXIDE REFERENCE STANDARD

For ICI                             For Tioxide Europe
-------                             ------------------
Approved  by:                       Approved by: John G Balfour

Position:                           Position:     Quality Assurance Officer
                                    Technical Service Department (Coatings)

                                    Address : West Site, Haverton Hill Road,
                                    Billingham TS23 1PS
                                    England


                                 Page 20 of 27
<PAGE>

                                              [CONFIDENTIAL TREATMENT REQUESTED]


Date:                               Date:

Signature:                          Signature:

This specification supersedes all previous signed or unsigned specifications and
must remain confidential between ICI and Tioxide.  This specification is only
valid when signed by representatives of both Tioxide Europe Limited and ICI.

                                 Page 21 of 27
<PAGE>

                                              [CONFIDENTIAL TREATMENT REQUESTED]

                               Specification for
                                TIOXIDE [+++++]

COMPANY:                  ICI              ICI

LOCATION:              [+++++]           [+++++]

SPECIFICATION No:      [+++++]           [+++++]

ICI REFERENCE:         [+++++]

DATE:                  01.01.1998


PROPERTY               TEST METHOD       SPECIFICATION
[+++++]                                     [+++++]
[+++++]                  [+++++]            [+++++]
[+++++]                  [+++++]            [+++++]
[+++++]                  [+++++]            [+++++]
[+++++]                  [+++++]            [+++++]
[+++++]                  [+++++]            [+++++]
[+++++]                  [+++++]            [+++++]
[+++++]                  [+++++]            [+++++]

S.A.M.M. = TIOXIDE STANDARD ANALYTICAL METHOD
S.P.T.M. = TIOXIDE STANDARD PIGMENT TEST METHOD

For ICI                             For Tioxide Europe
-------                             ------------------

Approved  by:                       Approved by:  John G Balfour

Position:                           Position:  Quality Assurance Officer
                                    Technical Service Department (Coatings)

                                    Address: West Site, Haverton Hill Road,
                                    Billingham TS23 1PS
                                    England

Date:                               Date:

Signature:                          Signature:

This specification supersedes all previous signed or unsigned specifications and
must remain confidential between ICI and Tioxide.  This specification is only
valid when signed by representatives of both Tioxide Europe Limited and ICI.

                                 Page 22 of 27
<PAGE>

                                              [CONFIDENTIAL TREATMENT REQUESTED]

                             Specification [+++++]
                                TIOXIDE [+++++]

CLIENT:                [+++++]

VILLE:                 [+++++]

SPECIFICATION No:      [+++++]

DATE:                  01.01.1998

PROPRIETE                       METHODE DE TEST                 SPECIFICATION
[+++++]                         [+++++]                         [+++++]
[+++++]                         [+++++]                         [+++++]
[+++++]                         [+++++]                         [+++++]
[+++++]                         [+++++]                         [+++++]
[+++++]                         [+++++]                         [+++++]
[+++++]                         [+++++]                         [+++++]
[+++++]                         [+++++]                         [+++++]
[+++++]                         [+++++]                         [+++++]
[+++++]                         [+++++]                         [+++++]

S.A.M.M. = STANDARD ANALYTICAL METHODS MANUAL
S.P.T.M. = STANDARD PIGMENT TEST METHOD
# VS TIOXIDE REFERENCE STD

Pour Compagnie des Vernis Valentine                   Pour Tioxide Europe
-----------------------------------           ---------------------------------
Approuve:                                     Approuve:  John G Balfour
Fonction:                                     Fonction:  Quality Assurance
                                              Officer
                                              Technical Service Department
                                              (Coatings)
                                              Addresse:  West Site,
                                              Haverton Hill Road, Billingham,
                                              England TS23 1PS
Date:                                         Date:
Signature:                                    Signature:

Cette specification annule et remplace toutes specifications precedentes,
signees ou proposees, et doit rester confidentielle entre Compagnie des Vernis
Valentine et Tioxide.

                                 Page 23 of 27
<PAGE>

                                              [CONFIDENTIAL TREATMENT REQUESTED]

                               Specification for
                                TIOXIDE [+++++]



Company:       [+++++]

Specification Reference [+++++]        Date: January 12, 1995


Property              Test Method               Limits

[+++++]               [+++++]                   [+++++]

[+++++]               [+++++]                   [+++++]

[+++++]               [+++++]                   [+++++]

[+++++]               [+++++]                   [+++++]

[+++++]               [+++++]                   [+++++]

[+++++]               [+++++]                   [+++++]

[+++++]               [+++++]                   [+++++]

[+++++]               [+++++]                   [+++++]


                  For Customer   For Tioxide

Approved by:      ___________    A F Vignini
                                 Coating Manager
Position:         ___________    Technical Service Department

Date:             ___________    ________________________

Signature:        ___________    ________________________

                                 Page 24 of 27
<PAGE>

                                              [CONFIDENTIAL TREATMENT REQUESTED]

                               Specification for
                                TIOXIDE [+++++]
                                   ([+++++])


Company:       [+++++]

Specification Reference [+++++]      Date:  April 1991

Property         Test Method        Limits

[+++++]          [+++++]            [+++++]

[+++++]          [+++++]            [+++++]

[+++++]          [+++++]            [+++++]

[+++++]          [+++++]            [+++++]

[+++++]          [+++++]            [+++++]

[+++++]          [+++++]            [+++++]

[+++++]          [+++++]            [+++++]

[+++++]          [+++++]            [+++++]
                                    [+++++]

[+++++]          [+++++]            [+++++]

[+++++]          [+++++]            [+++++]
                                    [+++++]

              Quality Assurance data to be collated by Tioxide TSD

* Tioxide Standard Analytical Methods
+ Tioxide Standard Test Methods

                  Customer         Tioxide

Accepted by:      _____________    ____________

Position:         _____________    ____________

Date:             _____________    ____________

                                 Page 25 of 27
<PAGE>

                                              [CONFIDENTIAL TREATMENT REQUESTED]

                               Specification for
                                TIOXIDE [+++++]


Company:       [+++++]

Specification Reference [+++++]      Date:  January 12, 1995

Property            Test Method         Limits

[+++++]             [+++++]             [+++++]

[+++++]             [+++++]             [+++++]

[+++++]             [+++++]             [+++++]

[+++++]             [+++++]             [+++++]

[+++++]             [+++++]             [+++++]

[+++++]             [+++++]             [+++++]

[+++++]             [+++++]             [+++++]

[+++++]             [+++++]             [+++++]

[+++++]             [+++++]             [+++++]

 . Tioxide Standard Analytical Methods
 . Tioxide Standard Test Methods

                  For Customer       For Tioxide

Approved by:      ____________       A F Vignini
                                     Coating Manager
Position:         ____________       Technical Service Department

Date:             ____________       _______________________

Signature:        ____________       _______________________

                                 Page 26 of 27
<PAGE>

                                              [CONFIDENTIAL TREATMENT REQUESTED]

                                  Appendix II

                                Delivery Points


Territory                           Delivery Term
---------                           -------------
United Kingdom                      Delivered Site
Ireland                             Delivered Site
Germany                             Delivered Site
France                              Delivered Site
Netherlands                         Delivered Site
Italy                               Delivered Site
Spain                               Delivered Site
USA                                 Delivered Site
Canada                              Delivered Site
Puerto Rico                         Delivered Site
Malaysia                            Delivered Site
Singapore                           Delivered Site
Thailand                            CIF Bangkok Port
Peoples Republic of China           CIF Ghangzhou Port / CIF Shanghai
Vietnam                             CIF Ho Chi Ming
Indonesia                           CIF Jakarta
Pakistan                            CIF Karachi
India                               CIF ICD New Delhi / CIF ICD Hyderabad / CIF
                                    Nava Shiva
Sri Lanka                           CIF Colombo

                                 Page 27 of 27