EXHIBIT 10.12.2

                               OPTION AGREEMENT
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     THIS OPTION AGREEMENT is made and entered into as of the 23/rd/ day of
December, 1998 by and between BORDEN CHEMICAL, INC., a Delaware corporation
("BCI") and BORDEN CHEMICALS AND PLASTICS OPERATING LIMITED
PARTNERSHIP, a Delaware limited partnership ("BCP").


                                  WITNESSETH:
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     WHEREAS, BCP and Borden, Inc. entered into a Methanol Purchase Agreement
dated November 30, 1987; and

     WHEREAS, effective January 1, 1996, Borden Inc. assigned to BCI and BCI
assumed from Borden, Inc., all of Borden, Inc.'s right, title and interest in
and to the Methanol Purchase Agreement; and

     WHEREAS, BCP wishes to extend to BCI, and BCI wishes to acquire from BCP,
the right and option to extend the term of the Methanol Purchase Agreement for
one (1) additional year beyond its current November 30, 2002 expiration date.

     NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby mutually acknowledged, BCP and BCI agree as
follows:

     1.   BCI shall have the right and option to extend the term of the Methanol
          Purchase Agreement for one (1) additional year, commencing November
          30, 2002 and ending November 30, 2003. Such right and option may be
          exercised by BCI by giving written notice of exercise to BCP no less
          than six (6) months prior to the expiration of the initial term of the
          Methanol Purchase Agreement.

     2.   All original terms and conditions of the Methanol Purchase Agreement
          shall remain and continue in force and effect during the extension
          period.

     IN WITNESS WHEREOF, the parties have caused this Option Agreement to be
executed by their duly authorized officers as of the day and year first above
written.

BORDEN CHEMICAL, INC.                 BORDEN CHEMICALS AND PLASTICS
                                      OPERATING LIMITED PARTNERSHIP
                                      BY:  BCP Management Inc., General Partner

By: /s/ Michael Ducey                 By: /s/ L. L. Dicker
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Title: Exec, VP & COO                 Title: VP & General Counsel
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