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Sales Contract - Shell Chemical Co. and Ultrafem inc.

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                                                      Control No. 74110-96

                                  SALES CONTRACT
[LOGO]                         DATED JANUARY 1, 1996

     1.    PARTIES.

Shell:     SHELL CHEMICAL COMPANY, for itself and as agent for SHELL OIL 
           COMPANY ("Seller"), P. O. Box 2463, Houston, TX 77252-2463, 
           facsimile no. 713-241-6465.

Buyer:     ULTRAFEM, INC., 500 Fifth Avenue, Suite 3620, New York, NY 10110
           facsimile no. 212-575-5741

                        Annual                         Shipment      Price
     2.    PRODUCT     Quantity       FOB Point        Quantity    (Per Unit)
                    (thousand lbs.)

     Compound                        Seller's Shipping  See (1)     See (1)
     Grades:(2)                      Location           below.      below.

     GRP 6571       1996:     122.2
                    1997:     620.4
                    1998:   1,475.8

     GRP 6582       1996:     527.8
                    1997:   2,679.6
                    1998:   6,374.2


     (1) - For full truck loads delivered east of the Rockies, the price will
     be $2.21/lb., freight prepaid from Seller's shipping location.
     ($0.03/lb. will be added for full truck load shipments delivered west of
     Rockies). For less than full truck loads, the price will be $2.21/lb.
     plus standard differential per Seller's pricing policy, freight collect.
     An additional charge of $0.05/lb. will be added for GRP 6582-3075, as
     described on Exhibit B.

     (2) - See Exhibit B, "Product Description".

     3.    PERIOD. The period of this Contract will begin on January 1, 1996 
and end on December 31, 1998, but will continue from year-to-year thereafter, 
subject to termination on such ending date or on any date thereafter by 
either party giving the other at least one hundred eighty (180) days prior 
written notice.

     4.    PRICE AND PAYMENT TERMS. Price is subject to change by Seller from 
time to time on at least fifteen (15) days' notice.


Seller may institute or withdraw a Temporary Voluntary Allowance (TVA) or 
other similar competitive allowance off the then current contract price 
without notice and the institution or withdrawal of such an allowance will 
not be deemed a change in price. Any tax (other than on income), duty or 
other governmental charge now or hereafter imposed on the Product or on any 
raw material used in manufacturing the Product (or on Seller, or required to 
be paid or collected by Seller, by reason of the manufacture, transportation, 
sale or use of such Product or raw material) will be paid by Buyer in 
addition to the price. If Seller is prevented by law, regulation or 
governmental action from increasing or continuing any price already in effect 
under this Contract, Seller may terminate this Contract on ninety (90) days 
written notice. If Buyer gives satisfactory evidence that it can purchase a 
product of like quality and quantity produced in the United States (including 
its territories or possessions) at a lower price and under terms and 
conditions similar to those of this Contract and Seller elects not to meet 
the lower price, all quantities actually purchased by Buyer at the lower 
price will be deducted from the applicable remaining quantity obligation. If 
Seller elects to meet the lower price, Seller may withdraw its lower price on 
notice or immediately upon termination of the competitive lower price.

Payment terms are net thirty (30) days from date of invoice.

     5.    QUANTITY LIMITATION. During each year of the contract period, 
Buyer will purchase the specified Annual Quantity or, if Buyer's requirements 
are reduced, an annual quantity that bears the same ratio to the reduced 
requirements as the specified Annual Quantity bore to Buyer's estimated total 
requirements as of the date the Contract was executed. On or before the 15th 
day of the month preceding each calendar quarter, Buyer shall provide Seller 
with quarterly forecasts for expected Product needs for planning purposes. In 
addition to Seller's right to apportion in an event excusing performance (as 
provided in Article 8 below), Seller shall also have the right to limit the 
quantity of Products to be supplied to Buyer as follows:

     A.    during the first three (3) years of the Period, Seller may limit 
     the quantity of Product(s) to be supplied in any month to one-third 
     (1/3) of the quarterly amount forecasted for the relevant calendar 
     quarter by Buyer; or

     B.    after the first three (3) years of the Period, Seller may limit 
     the quantity to be supplied in any month to one-twelfth (1/12) of the 
     Annual Quantity or, after the initial ninety (90) days of each Contract 
     year, the average of the monthly quantities shipped during the expired 
     months of that Contract year.

     6.    SHIPMENTS. Seller will select the origin of shipment and the 
carrier. The quantity of all bulk rail and truck shipments will be determined 
by Seller by outage tables with corrections for temperature or by 
weighmaster's certificate as appropriate and Seller's quantity determination 
will govern. Buyer will promptly unload each shipment at its own risk and 
expense, including any demurrage or detention charges.

     7.    WARRANTIES. Seller warrants that each Product will meet 
specifications designated as such in Exhibit A hereto. Shell warrants that it 
will comply with all applicable laws and governmental rules, regulations and 


     8.    EXCUSES FOR NONPERFORMANCE. Either Seller or Buyer will be excused 
from the sale or purchase obligations of this Contract to the extent that 
performance is delayed or prevented by any circumstance (except financial) 
reasonably beyond its control or by fire, explosion, mechanical breakdown, 
strikes or other labor trouble, plant shutdown, unavailability of or 
interference with the usual means of transporting the Product or compliance 
with any law, regulation, order, recommendation or request of any 
governmental authority. In addition, Seller will be so excused in the event 
it is unable to acquire from its usual sources and on terms it deems to be 
reasonable, any material necessary for manufacturing the Product. If, because 
of such circumstances, there should be a shortage of Product from any of the 
Seller's sources, Shell will not be obligated to purchase Product in order to 
perform this Contract and may apportion its available Product among all its 
customers and its own internal uses in such manner as Seller finds fair and 
reasonable; provided, however, that Seller will not be obligated to apportion 
or otherwise make available to Buyer Product which Shell obtains by purchase 
or exchange for their own internal uses. Quantities of Product consequently 
not shipped will be deducted from the applicable remaining quantity 
obligation unless the Parties agree otherwise.

     9.    SAFETY AND HEALTH COMMUNICATIONS. Seller will furnish to Buyer 
Material Safety Data Sheets which include health, safety and other hazard 
communication information on Product consistent with the Occupational Safety 
and Health Administration's Hazard Communications Standard. Seller will also 
furnish other health or safety information as available. Buyer will 
disseminate appropriate health and safety information to all persons Buyer 
foresees may be exposed to Product (including but not limited to Buyer's 
employees, contractors and customers). If Product is further processed, mixed 
or incorporated into another product, Buyer will likewise disseminate 
appropriate health and safety information to all persons Buyer foresees may be 

     10.   LIABILITIES AND INDEMNITY. Seller expressly disclaims any 
expertise or other special knowledge with regard to Buyer's intended 
applications for utilizing Seller's Products and enters into this Contract on 
the condition that Buyer assumes all responsibility for determining 
suitability of same. Buyer expressly acknowledges that in selecting Seller's 
Products for use in the manufacture of its products, Buyer has made its own 
evaluation concerning the use of Seller's Products and has not relied on any 
representation by any employee or agent of Shell Chemical Company, Shell Oil 
Company, or any of their affiliates, parents and subsidiaries to determine 
the suitability of Seller's Product for use in Buyer's applications. BUYER 

To the maximum extent permitted by applicable law, Buyer shall defend, 
indemnify and hold harmless Shell Chemical Company, Shell Oil Company, their 
affiliated, parent and subsidiary companies (inclusive of the directors, 
officers and employees of each) against any loss, damage, claim, suit, 
liability, judgment, and expense (including but not limited to reasonable 
attorneys' fees and costs of litigation), and any fines, penalties and 
assessments, arising out of bodily or personal injury, disease or death of 
persons, damage to or loss of any property or violation of the applicable law 
of any governmental authority which in any way arises, directly or indirectly, 
out of Buyer's use of Seller's Products, Buyer's marketing and sales of its 
products, or use by any person of


Buyer's products; provided, however, that such indemnification obligation 
shall not apply to the extent such loss, damage, claim, suit, liability, 
judgment, or expense arises out of Seller's failure to meet specifications.

Seller shall have the right, but not the duty, to participate in the defense 
of any such claim or suit with attorneys of its own selection (at Seller's 
sole expense) without relieving Buyer of any obligations hereunder.

The obligations, indemnities and liabilities assumed by Buyer under this 
Article shall not be limited by any provisions or limits of insurance 
required in Article 11 below and shall survive the termination of this 

If it is judicially determined that any of the indemnity obligations (which 
Buyer agrees shall be supported by insurance) under this Article or the 
insurance obligations under Article 11 below are invalid, illegal or 
unenforceable in any respect, the parties agree that said obligations shall 
be automatically amended to conform to the maximum monetary limits and other 
provisions in the applicable law for so long as such law is in effect.

11. INSURANCE. Buyer shall maintain at all times (beginning with the first 
date of commercial manufacture of Buyer's products), at Buyer's expense and 
with insurers satisfactory to Shell, General Liability Insurance (to be 
inclusive of Product Liability coverage for Buyer's products and potential 
defects therein) for bodily and personal injury and property damage, combined 
limit of $5,000,000 (five million dollars) per occurrence. Whenever requested 
by Shell, Buyer shall furnish evidence satisfactory to Shell that such 
insurance is in effect. To the maximum extent permitted by law, and without 
in any way limiting Buyer's obligations, indemnities or liabilities as set 
out elsewhere in this Contract, all insurance policies maintained by Buyer as 
described above as well as any other applicable insurance maintained by Buyer 
shall name Shell Oil Company, Shell Chemical Company, and their affiliated, 
parent and subsidiary companies (inclusive of the officers, directors and 
employees of each) as additional insureds with respect to the applicable 
insurance coverage. The policies shall also contain a waiver of subrogation 
in favor of those same parties. All such policies shall be regarded as 
primary insurance underlying any other insurance (including any insurance 
maintained by Shell) and shall not be limited by the liability and indemnity 
provisions contained elsewhere in this Contract.

12. CLAIMS AND LIMITATIONS. Neither Shell nor Buyer will have any liability 
to the other for any claim (except for indebtedness of Buyer to Seller) 
arising out of or in connection with this Contract unless claimant gives the 
other Party notice of the claim, setting forth fully the facts on which it is 
based, within ninety (90) days of the date such facts were discovered or 
reasonably should have been discovered. Shell's liability for defective or 
nonconforming Product, whether or not based on negligence, will not exceed 
the purchase price of the Product involved in the claim. Except as may be 
otherwise expressly provided herein, NEITHER PARTY WILL BE LIABLE FOR ANY 


    A.  USE OF SHELL MARKS. Buyer agrees that it will not utilize the 
tradename "SHELL" or any trademarks (including, but not limited to, 
"KRATON"), service marks, logos, emblems, trade dress or similar identifying 


characteristics pertaining to Shell Chemical Company, Shell Oil Company, or 
any of their affiliated, parent or subsidiary companies in conjunction with 
the marketing, advertising, promotion, sale, branding or display of Buyer's 

    B. USE OF SHELL PRODUCT. Buyer agrees that it will utilize the Products 
purchased hereunder exclusively for manufacture of the basic Ultrafem Softcup 
product, and not for commercial production of a contraceptive version, 
disease prevention/protection version or any other enhanced or 
multiple-purpose version of the basic Softcup, unless Buyer obtains the prior 
express, written consent of Shell.

14. RECORDS OF PRODUCT COMPLAINTS. For Shell's information only, Buyer agrees 
to send to Shell, promptly after receipt by Buyer, copies of any written 
complaints (and summaries of verbal complaints) received by Buyer from users 
of its products and to keep Shell advised of the status of corrective actions 
taken by Buyer in response to such complaints.

Shell agrees to hold such information in strictest confidence and will not 
disclose it to any third party without Buyer's express consent, except to the 
extent such disclosure is required by law or legal process, or requested by 
any governmental entity having the legal authority to compel disclosure.

15. CONFIDENTIALITY. Seller agrees not to disclose Buyer's formulations for 
GRP 6571 and GRP 6582 to any third party (including third parties engaged in 
the manufacture of female hygiene products) and not to use the same except to 
supply Buyer, in each case for a period of five (5) years from the contract 
date, after which period Seller's obligation of non-use shall cease. Buyer 
agrees that Seller may thereafter treat GRP 6571 and GRP 6582 in the same 
manner as Seller treats its own proprietary and confidential information.

However, during the period of Seller's obligation of non-disclosure and 
non-use, if Buyer's formulations are publicly disclosed by Buyer or any other 
entity having the right to disclose same, Seller's obligation shall cease 
immediately upon such disclosure.

16. REMEDIES. If Buyer fails to continuously maintain insurance as provided 
under Article 11 above or utilizes an identifying characteristic in breach of 
Article 13 above, Seller may, in addition to any other remedies, terminate 
this Contract without liability to Buyer, such termination to become 
effective upon receipt of written notice by Buyer. If Buyer fails to pay any 
indebtedness to Seller when due, Seller may, in addition to any other 
remedies, suspend shipments and/or change terms of payment immediately with 
written notice to Buyer. In addition, Seller may send Buyer written demand 
for payment and if payment (or other mutually agreed disposition) is not made 
within thirty (30) days of Buyer's receipt of such notice, Seller may terminate
this Contract effective at any time upon or after expiration of said thirty (30)
day period. Buyer's obligation to perform will not be limited by any previous 
waiver by Seller.

In addition to the foregoing, if at any time during the Period of this 
Contract Shell reasonably concludes that (based on credible information 
available to Shell) the continuation of supply of Products to Buyer poses an 
unreasonable risk of significant financial exposure to Shell, Shell may 
terminate this Contract effective sixty (60) days after receipt of written 
notice by Buyer. Shell will 


use best efforts to assist Buyer's transition to an alternate supply of 
material in substitution of Seller's Products.

17. NOTICES. Notice by either Shell or Buyer will be made only by facsimile 
or similar electronic transmission, effective at the time sent to the number 
set out in Article 1 with confirmation, or by letter or telegram addressed to 
the other Party at its address in Article 1 and will be considered given as 
of the time it is sent by facsimile transmission or deposited with the U.S. 
Postal Service or the telegraph company, postage or charges prepaid.


19. ASSIGNABILITY. Neither this Contract (including all rights, duties and 
obligations hereunder) nor any claim against Shell or Buyer arising directly 
or indirectly out of or in connection with this Contract will be assignable 
by Shell or Buyer or by operation of law, without the prior written consent 
of the other Party, such consent not to be unreasonably withheld. However, 
notwithstanding the above, Seller shall have the right to assign this  
Contract to an affiliate or to a wholly-owned subsidiary of Seller without 
the consent of Buyer.

20. ENTIRETY AND RELEASE. This Contract, as of the beginning date of its Period,
contains the complete and exclusive agreement of Shell and Buyer concerning 
the Product identified in Article 2, merges and supersedes all prior 
understandings and representations (oral or written) and terminates all prior 
contracts between Shell and Buyer concerning the same product. Except for any 
indebtedness or indemnity obligation of Buyer to Seller, each releases the 
other from all claims arising in connection with any such prior contract. 
Neither this Contract nor any agreement supplementing or amending this 
Contract (including any purchase order or other document issued by Buyer) 
will be binding unless signed by the Parties, and performance prior to such 
execution will not constitute a waiver of this requirement.

EFFECTIVE ONLY if signed by Buyer and returned within thirty (30) days of the 
contract date, and then signed by Seller. Any shipment of Product made during 
the period of this Contract, but prior to execution, will be deemed to have 
been made under the terms hereof.


By Audrey Contente                    By James H. Johnson
   ------------------------              -----------------------------
Title Senior Vice President           Title General Manager-Elastomers
      ---------------------                 --------------------------
Date February 23, 1996                Date February 29, 1996
     ----------------------                ---------------------------