FIRST PAGE OF THE SWEETHEART DEAL

SCHEDULE "H" TO THE SETTLEMENT AGREEMENT DATED
MARCH 1993 BETWEEN UNIROYAL, UNIROYAL
CHEMICAL, THE REGION and THE PROVINCE

THIS AGREEMENT made this 7 TH day of October, 1991.

BETWEEN:

UNIROYAL CHEMICAL LTD., UCC INVESTORS
HOLDING, INC., UNIROYAL CHEMICAL HOLDING COMPANY,
UNIROYAL CHEMICAL ACQUISITION CORPORATION, and
UNIROYAL CHEMICAL COMPANY, INC.

and

HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ONTARIO,
as represented by THE MINISTER OF THE ENVIRONMENT


1. RECITALS

1.1 The Director issued the Control order, (as defined in Section 3.0
of this Agreement), to Uniroyal Chemical Ltd., UCC Investors Holding, Inc.,
Uniroyal Chemical Holding Company, Uniroyal Chemical Acquisition Corporation,
Uniroyal Chemical Company, Inc. and Walter Cook.

1.2 By letter dated September 12, 1990, Uniroyal Chemical Ltd. requested a
hearing by the Board (as defined in Section 3.0 of this Agreement) with respect
to certain provisions of the Control Order.

1.3 By letter dated September 17, 1990, UCC Investors Holding, Inc., Uniroyal
Chemical Holding Company, Uniroyal Chemical Acquisition Corporation, Uniroyal
Chemical Company, Inc. and Walter Cook, requested a hearing by the Board with
respect to the whole of the Control Order.

1.4 By letter dated July 30, 1991, the director issued a new Order to Uniroyal
Chemical Ltd. supplementary to the Control Order with respect to Part IV, clause
5 of the Control Order for the remediation of the Buried Waste, (as defined in
Section 3.0 of this Agreement).