EXHIBIT 10.5 Dated 30th June 1999 BP CHEMICALS LIMITED -and- HUNTSMAN ICI CHEMICALS LLC Asset Sale Agreement Confidential treatment requested. Exhibit omitted and filed separately with the SEC.

                                                                    EXHIBIT 10.5


                              Dated 30th June 1999


                              BP CHEMICALS LIMITED


                                     -and-


                           HUNTSMAN ICI CHEMICALS LLC


                  ==========================================

                             Asset Sale Agreement

                  ==========================================


Confidential treatment requested. Exhibit omitted and filed separately with the
SEC.