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                                                                Exhibit 2.2





                                   GUARANTEE

This Guarantee is given by Novacor Chemicals Ltd., an Alberta corporation
("Guarantor") to Seagull Energy Corporation, a Texas corporation ("Seagull").

WHEREAS Seagull has entered into that certain Share Sale Agreement dated as of
the 19th day of November, 1993 (the "Share Sale Agreement") with Novacor
Petrochemicals Ltd. ("Vendor"); and

WHEREAS, Seagull's entering into the Share Sale Agreement is conditional upon
Guarantor guaranteeing the obligations of the Vendor under the Share Sale
Agreement; and

WHEREAS, Guarantor is willing to give such a guarantee in order to induce
Seagull to enter into the Share Sale Agreement.

NOW, THEREFORE, Guarantor hereby agrees, in consideration of Seagull's entering
into the Share Sale Agreement, as follows:

1.       Guarantor hereby guarantees performance and payment by the Vendor of
         all of the obligations and liabilities of the Vendor under the Share
         Sale Agreement (the "Obligations"), subject to the terms and
         provisions of the Share Sale Agreement; provided, however, that any
         defense that would be available to the Vendor against a claim made by
         Seagull against the Vendor shall also be available to the Guarantor
         against any claim made by Seagull against the Guarantor.

2.       Guarantor hereby waives notice of (a) any alteration or modification
         of the Share Sale Agreement, and (b) default or demand in the case of
         default, provided such notice or demand has been given to or made upon
         the Vendor.

3.       In the event of default by Vendor, the Guarantor shall make payment
         and cause performance of the defaulted Obligations to Seagull fifteen
         (15) days after demand therefor has been received by the Guarantor
         unless payment has been made and performance has occurred prior
         thereto, and, if payment has not been made and performance has not
         occurred within such fifteen (15) day period, Seagull may institute
         and enforce, directly against the Guarantor, a suit based on this
         Guarantee for payment and performance of the defaulted Obligations.

4.       This Guarantee shall, in all respects, be subject to and be
         interpreted, construed and enforced in accordance with the laws in
         effect in the Province of Alberta.  The Guarantor shall submit to the
         exclusive jurisdiction of the courts of the Province of Alberta.

5.       This Guarantee has been duly executed and delivered by Guarantor, and
         this Guarantee constitutes a legal, valid and binding obligation of
         Guarantor, enforceable in accordance 
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         with its terms.  Guarantor has all requisite power and authority to 
         execute and deliver this Guarantee and to perform its obligations 
         hereunder.  The financial statements for the Guarantor attached as 
         Appendix "I" to the Agreement have been prepared in accordance with 
         GAAP and present the financial position of Guarantor and the results 
         of its operations for the periods referred to therein.  Since the date 
         of such financial statements, the Guarantor has not suffered a 
         material adverse effect to its business or financial condition.

IN WITNESS WHEREOF, Guarantor has executed this Guarantee as of the date set
forth below.



                                        NOVACOR CHEMICALS LTD.


                                        By: ___________________________________

                                        Date: _________________________________