<SEQUENCE>5

<FILENAME>dex106.txt

<DESCRIPTION>CONTROL ROOM AGREEMENT DATED JULY 28, 2000

<TEXT>



<PAGE>



                            CONTROL ROOM AGREEMENT

                            ----------------------



         This CONTROL ROOM AGREEMENT (this "Agreement") dated as of July 28,

2000 is made by and between Borden Chemicals and Plastics Operating Limited

Partnership, a Delaware limited partnership ("Seller"), and Borden Chemical,

Inc., a Delaware corporation ("Purchaser").



                                R E C I T A L S

                                ---------------



          WHEREAS, pursuant to a Conveyance and Transfer Agreement dated as of

June 27, 2000 (the "Conveyance Agreement") by and between Seller and Purchaser,

Seller has agreed to sell to Purchaser and Purchaser has agreed to purchase from

Seller the Purchased Assets; and



          WHEREAS, as a mutual condition to their respective obligations under

the Conveyance Agreement, Seller has required Purchaser to enter into this

Agreement in order to provide access to certain retained assets and properties

of Seller located on the Real Property, specifically the Formaldehyde Control

Room, in order to ensure the uninterrupted operation of Seller's continuing

businesses in the ordinary course for the period of time specified below. For

purposes of this Agreement, "Formaldehyde Control Room" shall mean (a) that

certain control room included in the Purchased Assets and (b) the computers

located therein and related peripherals and data lines included in the Excluded

Assets that control Seller's vinyl esters unit and cold box unit.



          NOW THEREFORE, in consideration of the covenants and agreements set

forth in the Conveyance Agreement and in further consideration of the mutual

covenants and agreements contained herein, the parties hereto agree as follows:



          Section 1.    Definitions.  Capitalized terms used and not otherwise

          ---------     -----------

defined herein shall have the meanings assigned to them in the Conveyance

Agreement.



          Section 2.    Access Rights.  On the terms and subject to the

          ---------     -------------

conditions set forth herein, during the term of this Agreement, Purchaser shall,

and shall cause its Affiliates to provide Seller and its Affiliates full and

complete access through designated routes, at all times, to the Excluded Assets

in the Formaldehyde Control Room for purposes of operating, maintaining and

replacing the equipment and assets of Seller contained therein.



          Section 3.    Maintenance.  On the terms and subject to the conditions

          ---------     -----------

set forth herein, during the Term (as defined below) of this Agreement,

Purchaser shall maintain the Formaldehyde Control Room in good condition and

repair, in accordance with industry standards and consistent with Seller's past

practices.  Purchaser shall be responsible for all general and capital

maintenance with respect to the Formaldehyde Control Room; provided, however,

that Purchaser will have no obligation to maintain or repair Excluded Assets.

<PAGE>



          Section 4.    Fees; Payment.

          ----------    -------------



          (a) Seller will pay Purchaser an annual fee of $2,000 for the use of

     the Control Room plus an additional fee equal to 5% of Purchaser's

     reasonable general and capital maintenance costs, utilities charges,

     janitorial expenses and other direct operating expenses of the Control Room

     ("Seller's Costs").  Seller shall not be required to reimburse Purchaser

     for its proportionate share of any individual capital maintenance expense

     associated with the Formaldehyde Control Room, which expense exceeds in the

     aggregate $50,000, unless Purchaser shall have obtained Seller's prior

     approval of such expense, which approval shall not unreasonably be

     withheld.



          (b) Purchaser shall invoice Seller for Seller's Costs at the end of

     each fiscal quarter during the Term as follows: (i) invoices shall include

     only amounts actually paid or incurred as of such date by Purchaser, (ii)

     invoices shall include reasonably appropriate supporting documentation, and

     (iii) the amount shown as due on such invoices shall be calculated pursuant

     to the terms of this Section 4.



          (c) If, within 10 days after Seller's receipt of an invoice, Seller

     disputes, in good faith, the amount of such invoice and the parties have

     not agreed on the amount of Seller's Costs, the amount in dispute shall be

     finally and conclusively determined by an independent auditing firm (the

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