Exhibit 10.1


                   TECHNOLOGY AND TRADEMARK LICENSE AGREEMENT

         THIS TECHNOLOGY AND TRADEMARK  LICENSE  AGREEMENT  (this  "Agreement"),
dated as of  _______________,  by and between a corporation  duly  organized and
validly existing under the laws of _______________________________, (AGX"),  and
________________________________________,   a  corporation  duly  organized  and
validly  existing  under  the laws of  ______  with  its  principal  offices  at
__________________________________________________________________ ("Licensee").

         WHEREAS,  Ralston Purina Company,  a corporation  organized and validly
existing  under  the laws of the  State of  Missouri,  U.S.A.,  ("Ralston")  has
developed  since 1894 a  world-wide  reputation  with  manufacturing  facilities
located on four  continents for the quality of its animal feed products which is
reflected in the preference for animal feed products bearing its trademarks;

         WHEREAS,  Agribrands  International,  Inc., a corporation organized and
validly existing under the laws of the State of Missouri, U.S.A., ("Agribrands")
is engaged in the international  agricultural  animal feeds business which prior
to April 1, 1998 had been conducted by Ralston;

         WHEREAS, Ralston is record owner of many registrations and applications
to register various  trademarks  consisting of or containing the words "PURINA,"
"CHOW,"  "Checkerboard,"  Checkerboard  designs,  and  variations on such marks,
including,  but not limited to, the applications and registrations identified as
Ralston Trademarks shown on Schedule A hereto (the "Ralston Trademarks"); and

         WHEREAS,  Ralston has granted  Agribrands  a license to use the Ralston
Trademarks on certain Agricultural Products (as hereafter defined) excluding Pet
Products (as hereafter defined); and

         WHEREAS,  Agribrands is record owner of registrations  and applications
to register various  trademarks,  including the  registrations  and applications
identified as Agribrands  Trademarks shown on Schedule B hereto (the "Agribrands
Trademarks"); and

         WHEREAS,  Ralston  has  granted  Agribrands  a license  to use  certain
technology  relating  to  Agricultural  Products  excluding  Pet  Products  (the
"Ralston Technology"); and

         WHEREAS,  Agribrands  is the owner of certain  technology  relating  to
Agricultural  Products (the "Agribrands  Technology") which Agribrands  acquired
from  Ralston  pursuant to the terms of that  certain  Technology  Transfer  and
License  Agreement  effective  April  1,  1998 and such  further  technology  as
developed independently of Ralston; and

         WHEREAS,  Agribrands  has granted AGX a  sublicense  to use the Ralston
Trademarks  and  Ralston  Technology,  subject  to the  licenses  from  Ralston,

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together  with a  license  to  use  the  Agribrands  Trademarks  and  Agribrands
Technology;

         WHEREAS,  AGX is the record owner of registrations  and applications to
register  various  trademarks,  including  the  registrations  and  applications
identified as AGX Trademarks on Schedule C hereto (the "AGX Trademarks");

         WHEREAS,  AGX has developed and is the owner of certain technology (the
"AGX Technology");

         WHEREAS,  Licensee  desires to secure from AGX and AGX desires to grant
to Licensee  pursuant to the terms set forth in this  Agreement the right to use
the Ralston  Trademarks,  Agribrands  Trademarks,  the AGX  Trademarks,  Ralston
Technology, Agribrands Technology and AGX Technology within the Territory;

         NOW,  THEREFORE,  the parties,  in consideration of the mutual premises
set forth  herein-above  and the mutual  covenants  contained  herein,  agree as
follows:

1.       DEFINITIONS.

         a.       "Affiliate" shall mean any person and/or entity that directly,
                  or indirectly through one or more intermediaries, controls, or
                  is controlled  by, or is under common  control with the person
                  or entity specified.

         b.       "Agricultural  Products"  shall mean  products  formulated  to
                  provide  nourishment  to or care  of  horses  (whether  or not
                  agricultural),  laboratory  or zoo animals (but not  including
                  Pet  Products  sold to  such  institutions)  and  agricultural
                  animals (whether terrestrial, aquatic, or aviary) including by
                  way of illustration, but not limitation, commercial livestock,
                  commercial  poultry,  fish,  reptiles or  shellfish  raised in
                  commercial   aquaculture   facilities;   rabbits   raised  for
                  commercial  purposes;  animals  raised  for fur;  wild or game
                  birds;  and services for the care and feeding of such animals.
                  Except as provided elsewhere in this Agreement,  "Agricultural
                  Products" shall also include accessories,  health products and
                  services  for the care and  feeding  of horses,  zoo  animals,
                  laboratory animals and agricultural animals.

         c.       "Fiscal Quarter" shall mean the three-month quarters ending on
                  the last business day of February, May, August and November.

         d.       "Fiscal Year" shall mean the period beginning on the first day
                  of  September  and  ending  of the last  day of the  following
                  August.

         e.       "Licensed  Products"  shall  mean  the  Agricultural  Products
                  produced  by Licensee  as of April 1, 1998,  new  Agricultural
                  Products  produced by  Licensee  subsequent  thereto  with the
                  prior written  approval of AGX and other products  Licensee is

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                  authorized  in writing  by AGX to make or sell  using  certain
                  trademarks and technology licensed hereunder.

         f.       "Licensed  Technology"  shall  mean  all  Ralston  Technology,
                  Agribrands  Technology,  and AGX Technology  supplied or given
                  access  to  Licensee  during  the  effective  period  of  this
                  Agreement or any prior agreement  between  Licensee and AGX or
                  between Licensee and any Affiliate of AGX.

         g.       "Licensed  Trade  Name"  shall mean use by  Licensee of one or
                  more  of the  Licensed  Trademarks  in its  trade  name in the
                  Territory pursuant to and as permitted by Section 3.c.

         h.       "Licensed   Trademarks"  shall  mean  the  Ralston  Trademarks
                  identified on Schedule A, Agribrands  Trademarks identified on
                  Schedule B and the AGX  Trademarks  identified  on Schedule C,
                  all of which are attached  hereto and  incorporated  herein by
                  reference.  Schedules  A, B and C may  from  time  to  time be
                  amended by mutual  agreement  signed by both parties to add or
                  delete trademarks to the relevant Schedule.

         i.       "Net  Sales" as used herein  shall mean actual  gross sales of
                  Licensed  Products  to  all  customers,   including  sales  by
                  sublicensees  of Licensee of Licensed  Products  and  Licensed
                  Products used in  Licensee's  integrated  operations,  if any,
                  less: (a) trade,  quantity or cash discounts,  (b) commissions
                  to  brokers  or  agents,   if  any,  (c)  return   credits  or
                  allowances,   (d)   sales   taxes,   excise   taxes  or  other
                  governmental   charges;   (e)  freight  and  insurance  during
                  carriage;  and (f) inter-company  sales between  Affiliates of
                  AGX upon which a royalty has already been charged.

         j.       "Owners" as used  herein  shall mean the owners of the Ralston
                  Trademarks,  the  Agribrands  Trademarks  and AGX  Trademarks,
                  namely, Ralston, Agribrands and AGX, respectively.

         k.       "Pet  Products"  as used herein  shall mean  products  for and
                  services related to the nourishment or care of pets other than
                  horses.

         l.       "Product    Standards"    shall   mean   the   standards   and
                  specifications  prescribed  in  Section  4.a  hereof  and  the
                  Appendices referred to therein.

         m.       "Ralston  Trademarks"  shall  mean the  trademarks  listed  on
                  Schedule  A  attached  hereto  and  incorporated   hereto  and
                  incorporated herein by reference which schedule may be amended
                  from time to time by the parties hereto.

         n.       "Technology"   shall  mean  technical   information,   Product
                  Standards,  know-how,  formulation systems, computer modelling


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                  programs  for  animal  and  feeding  simulations,   laboratory
                  standards and data, new ingredient developments, manufacturing
                  equipment  advances,  information which improves the processes
                  and  procedures  for the  manufacture  of  Licensed  Products,
                  sales/marketing  programs,  systems developed for the delivery
                  of  proprietary   technology  and  information,   as  well  as
                  conferences, training and seminars provided by or on behalf of
                  AGX.

         o.       "Territory"  shall mean the territory  described on Schedule D
                  attached  hereto and  incorporated  herein by reference  which
                  schedule  may be  amended  from  time to  time by the  parties
                  hereto.

         p.       "Trade Name" shall mean  corporate  name and/or other business
                  name including,  but not limited to, names of partnerships and
                  joint  ventures  (whether or not contained in the schedules of
                  Trademarks).

         q.       "U.S.A.",  "US" and  "United  States"  shall each refer to the
                  United States of America.

2.       GRANT OF LICENSES.

         a.       License to Use Licensed  Technology.  Subject to the terms and
                  conditions  of this  Agreement,  AGX, on its own behalf and as
                  representative  for the  Owners,  hereby  grants to Licensee a
                  non-exclusive  and  non-transferable  license  to use,  in the
                  manner  provided  herein,  the  Licensed   Technology  in  the
                  manufacture of the Licensed  Products;  anything herein to the
                  contrary  notwithstanding,  this sublicense to use the Ralston
                  Technology  is  subject  to the  terms and  conditions  of the
                  licenses  from Ralston  pursuant to which AGX has granted this
                  sublicense. Unless otherwise agreed by the parties in writing,
                  the  Licensed  Technology  shall be  supplied  by AGX from its
                  offices in written form in the English language  utilizing the
                  standard units of measures used in the United States.

                  It is  understood  and agreed that  nothing in this  Agreement
                  shall preclude  Owners or AGX from licensing its Technology to
                  any  other  persons  or  entities,  subject  to the  terms and
                  conditions  of the Ralston  license  pursuant to which AGX has
                  granted this sublicense.

         b.       Trademark License. Subject to the terms and conditions of this
                  Agreement,  AGX, as representative  for the Owners and itself,
                  grants  to  Licensee  a  non-exclusive  and   non-transferable
                  license to use the  Licensed  Trademarks  on or in  connection
                  with the  manufacture,  marketing,  distribution,  sale and/or
                  advertising  of the Licensed  Products  within the  Territory;
                  anything   herein  to  the  contrary   notwithstanding,   this
                  sublicense  to use the  Ralston  Trademarks  is subject to the


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                  terms and conditions of the licenses from Ralston  pursuant to
                  which AGX has granted this sublicense.

         c.       Sublicenses.  The  licenses  granted to  Licensee  pursuant to
                  Sections 2.a and 2.b and the other rights  granted  under this
                  Agreement   do  not  include   the  right  to  grant   further
                  sublicenses except as follows:

                  i.       prior to entering into any sublicense, Licensee shall
                           have first obtained the prior written  consent of AGX
                           and, if deemed  necessary by AGX,  the prior  written
                           consent of Agribrands and/or Ralston;

                  ii.      no such sublicense  shall be granted to the extent it
                           is inconsistent with or not permitted by the terms of
                           this Agreement or the terms of any agreement to which
                           AGX or  Agribrands  is  subject,  including  but  not
                           limited to the licenses from Ralston ;

                  iii.     the sub-licensee  shall  have agreed in writing to be
                           bound by the provisions of Sections 3, 6 and 8.d;

                  iv.      Licensee  shall  promptly  provide AGX with a copy of
                           all executed sublicense agreements and if appropriate
                           an English translation thereof;

                  v.       all  sublicenses  granted  hereunder  shall terminate
                           upon the  earlier of the  termination,  for any cause
                           whatsoever,   of  this  Agreement,   the  Ralston  to
                           Agribrands  license  of  Ralston  Trademarks,  or the
                           Ralston  to   Agribrands   license  of  the   Ralston
                           Technology; and

                  vi.      Licensee   shall   include   all  Net  Sales  by  any
                           sublicensee in the  calculation of the amounts due to
                           AGX under this Agreement.

         d.       Toll Milling or Contract  Manufacturers.  Each proposed use of
                  independent,  unrelated,third  party  manufacturers to produce
                  Licensed  Products shall require the prior written approval of
                  AGX.

         e.       Governmental  Registration  and  Approval.  Licensee  shall be
                  responsible  for  obtaining at its sole cost and expense,  all
                  licenses,  permits or governmental approvals necessary to give
                  effect to this  Agreement and to effect timely  payment of the
                  fees due to AGX.  AGX  agrees  to  reasonably  cooperate  with
                  Licensee,  at Licensee's sole cost and expense,  in connection
                  therewith.

3.       ADDITIONAL TRADEMARK LICENSE TERMS AND RESTRICTIONS.

         a.       Trademark   License   for   Ralston   Trademarks   Limited  to
                  Agricultural  Products.  The Trademark License with respect to


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                  the Ralston  Trademarks  granted pursuant to Section 2.b shall
                  be limited to Agricultural  Products;  provided,  however that
                  Licensee may use the Ralston  Trademarks for publications such
                  as   educational,   training,   advertising   and  promotional
                  material, relating to the Agricultural Products business it is
                  permitted to conduct.

         b.       Pet  Products.  Notwithstanding  any other  provision  of this
                  Agreement,  Licensee  shall not use the Ralston  Trademarks or
                  the Ralston  Technology  in  connection  with the  production,
                  distribution  or  sale of Pet  Products.  Licensee  shall  not
                  produce, distribute or sell any Pet Products without the prior
                  written  consent  of  AGX.  In  the  event  that  Licensee  is
                  authorized,  in writing, by AGX to produce, market or sell one
                  or more Pet Products, then Licensee shall not:

                  (i)             display,  accompany or otherwise associate the
                        Ralston Trademarks with such Pet Products; and

                  (ii)            the Trade Name of Licensee if it contains
                        a Ralston Trademark shall not appear on the packaging or
                        promotional  materials  for  any  Pet  Product;  unless,
                        expressly  authorized  in  writing in advance by AGX and
                        then only if:

                        (a)            Licensee  is  required  by law to include
                              the manufacturer's full and true corporate name on
                              the package and  alternatives  thereto  (including
                              but  not  limited  to,  the  use  of  names  of an
                              Affiliate  (although  not  required  to  establish
                              specifically  therefor),  a fictitious  name or an
                              abbreviation) are not permitted; and

                        (b)            Then  such   corporate  name  shall  only
                              appear  on a side  panel of the  packaging  in the
                              smallest typeface legally permissible.

                        Licensee  shall at all times  endeavor  in good faith to
                        prevent any  association of Licensee's Pet Products with
                        those of Ralston's.

         c.       Trade  Name.  Subject  to the  terms  and  conditions  of this
                  Agreement, the license from Ralston and upon the prior written
                  consent of AGX, Licensee may use, where legally feasible,  one
                  or  more  Licensed   Trademarks  in  its  trade  name  in  the
                  Territory. In the event that Licensee is authorized in advance
                  in  writing  by AGX to use a  Ralston  Trademark  in its Trade
                  Name,  the Trade  Name  shall  include a word  reflecting  the
                  agricultural or aquacultural related nature of the business of
                  Licensee,  such as "Agribrands  Purina", and provided such use
                  is not  likely  to cause  confusion  with any other use of the
                  Ralston Trademarks by Ralston, its Affiliates or licensees.


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         d.       Creation  of New  Trademarks.  Licensee  shall  not  coin  new
                  trademarks  which  are,  in whole or in  part,  derived  from,
                  incorporate or are similar to any of the Ralston Trademarks or
                  names or elements of those marks or names.

         e.       Use of Licensed Trademarks.  Except as otherwise  specifically
                  provided for in this Agreement,  Licensee  hereby agrees,  for
                  itself and its Affiliates and  sublicensees,  to limit its and
                  their use of the  Licensed  Trademarks  and Trade Names to the
                  Licensed  Products  within the Territory.  Licensee  agrees to
                  cooperate  to  resolve  conflicts   resulting  from  sales  of
                  Licensed Products violating third-party rights or jeopardizing
                  trademark  rights of the Owners or contractual  obligations of
                  the Owners to third parties.

         f.       Permission   to   Sell  Trademarked  Products  Outside  of the
                  Territory.  Licensee   may  apply,  in  writing,  to  AGX  for
                  permission to market  Licensed  Products  bearing the Licensed
                  Trademarks  outside the  Territory.  The  decision to grant or
                  refuse such  requests  shall be within the sole  discretion of
                  AGX and the Owners,  provided however, that AGX and the Owners
                  shall not be  required  to grant any  permission  to  Licensee
                  which would  conflict or interfere  with any rights granted to
                  any  other  person  or entity  for such  Licensed  Trademarks.
                  Except to the extent permitted by AGX, Licensee hereby agrees,
                  for itself and for its Affiliates and  sublicensees,  to limit
                  its use of the Licensed Trademarks and Licensed Trade Names to
                  the Territory; not to export from the Territory products on or
                  in connection with which Licensed  Trademarks are used and not
                  to sell,  deliver or otherwise  convey such products to anyone
                  Licensee  believes or has reason to believe will take the same
                  outside the Territory.

         g.       Permission  to Use  the  Licensed  Trademarks  on  Other  Than
                  Licensed Products.  Licensee may apply, in writing, to AGX for
                  permission to market products,  other than Licensed  Products,
                  bearing  the  Licensed  Trademarks.  The  decision to grant or
                  refuse such  requests  shall be within the sole  discretion of
                  AGX and the Owners,  provided however, that AGX and the Owners
                  shall not be  required  to grant any  permission  to  Licensee
                  which would  conflict or interfere  with any rights granted to
                  any other person or entity for such Licensed Trademarks.

         h.       Conflict with Owners' Agreements.  Licensee shall cease use of
                  any Licensed Trademark with respect to any Licensed Product or
                  other  manner of use upon  notice  from AGX or the Owners that
                  such  use  may   conflict   with  the   existing   contractual
                  obligations of AGX or the Owners.

         i.       Ownership of Trademarks.  Licensee hereby acknowledges that
                  Ralston,  Agribrands  and AGX are and will forever  remain the
                  sole and rightful owner of the Ralston Trademarks,  Agribrands
                  Trademarks and AGX Trademarks,  respectively, and any use of a

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                  Licensed  Trademark,  or use of a Licensed  Trademark in Trade
                  Names  by  Licensee  or any  Affiliate  or  other  sublicensee
                  pursuant to this  Agreement  shall inure to the benefit of the
                  Owner of the specific  trademark.  Licensee agrees that during
                  the  continuance  and after a termination  of this  Agreement,
                  Licensee will not claim any right in or to any of the Licensed
                  Trademarks and Licensed  Trademarks used in Trade Names, other
                  than  the  license  to use the same as  specifically  provided
                  herein,  nor will Licensee dispute or assist others to dispute
                  the  ownership or validity of any of the  Licensed  Trademarks
                  and Licensed  Trade Names.  Licensee shall not acquire or have
                  any right, title or interest in and to the Licensed Trademarks
                  as a result of the use of the Licensed Trademarks.

         j.       Trademark   Notices  and  Usage.   Licensee   agrees  to  make
                  reasonable efforts to use the Licensed  Trademarks properly as
                  trademarks  or  service  marks,  by,  for  example:  (i) using
                  (R),(TM),   *,  MD  or  MR  or  other  appropriate   trademark
                  registration   symbols,   (ii)  employing  notices  indicating
                  Owner's ownership of the Licensed Trademarks;  and (iii) using
                  Licensed  Trademarks as adjectives  followed by generic terms.
                  Licensee  shall  make  advertising,   packaging  and  labeling
                  available  to AGX and the Owners upon their  request from time
                  to time for the  purposes of  satisfying  the Owners or AGX of
                  Licensee's compliance with this Agreement.

         k.       Registration. Licensee shall provide AGX with evidence of use,
                  specimens or other  materials the Owners or AGX may reasonably
                  request to facilitate  renewal or maintenance of registrations
                  of, or applications to register, the Licensed Trademarks.  AGX
                  and the Owners shall have no further  obligations  to Licensee
                  under this Agreement with respect to any Licensed Trademark or
                  Licensed Trade Name in a given  jurisdiction which has been or
                  will be abandoned as determined  by the law of the  applicable
                  jurisdiction or to the extent a registration covering the same
                  is  canceled  for any  reason  not  caused by the Owners or is
                  canceled or rendered  cancellable  for non-use by Licensee for
                  Licensed  Products in such  country or for which  Licensee has
                  not timely  provided  supporting  evidence of use and paid for
                  renewal or maintenance of such trademarks.

         l.       Registration   of  This  Agreement  for  Trademark   Purposes.
                  Licensee  agrees to assist  the  Owners in the  filing of this
                  Agreement,  subsequent  agreements  or any  other  instruments
                  before  any  governmental  body or agency,  including  but not
                  limited to registered user  agreements,  which may be required
                  by the Owners  and/or AGX and/or any  government  authority in
                  order to protect the trademark rights of the Owners and/or AGX
                  under this Agreement.

         m.       Use Only on Licensed Products. Except as specifically provided
                  elsewhere  in  this  Agreement,  Licensee  shall  not  use any
                  Licensed Trademark,  or term confusingly similar thereto, as a
                  trademark for, or Trade Name  associated  with, any product or

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                  service   other  than  a   Licensed   Product.   If   Licensee
                  manufactures  or sells any other  product or renders any other
                  service,  it shall  conduct its business  with respect to such
                  product or service not licensed to it hereunder  under a Trade
                  Name which is approved by AGX. Licensee shall,  however,  have
                  the right to refer to its  ownership  of such  business in its
                  annual  reports and other  contexts in which it is appropriate
                  to impart  information  about  such  ownership  with the prior
                  written consent of AGX.

         n.       Infringements.  Licensee  shall  forthwith  notify  AGX of any
                  infringement or suspected infringement of a Licensed Trademark
                  or any  application  for  the  registration  of a  mark  which
                  Licensee  believes should be opposed,  any  registration for a
                  mark which Licensee believes should be canceled, or any matter
                  or  circumstance  which  would  likely  adversely  affect  the
                  trademark  interest of the Owner or AGX. The initiation of any
                  action  against any person  using or  infringing  the Licensed
                  Trademarks shall be within the sole discretion of the Owner or
                  AGX, as appropriate;  provided,  however, that the cost of any
                  such  proceedings  (including  but not  limited  to  fees  and
                  disbursements  paid to counsel of the Owner's  choice)  within
                  the  Territory  shall  be borne by  Licensee.  Licensee  shall
                  supply  such  assistance  and  information  as the  Owner  may
                  reasonably  require  in  support  of such  action as the Owner
                  elects to take. Unless otherwise directed by the Owner or AGX,
                  Licensee  shall not  initiate  any action  against  any person
                  using the Licensed Trademarks.

         o.       Reserved Rights of Owners.  Licensee acknowledges that Ralston
                  reserved the right to use, and license  other  parties to use,
                  the Licensed Trademarks anywhere in the world for all products
                  and services  other than Licensed  Products and Agribrands and
                  AGX have  reserved the right to use, and license other parties
                  to use,  the  Licensed  Trademarks,  other  than  the  Ralston
                  Trademarks   anywhere  in  the  world  for  all  products  and
                  services.

         p.       Products  to  Bear  Trademarks.  Unless  otherwise  agreed  in
                  writing by AGX,  all  Licensed  Products  produced and sold by
                  Licensee shall bear one or more of the Licensed Trademarks for
                  which a trademark  registration  is in effect in the Territory
                  at the time of the sale of the Licensed Product.

         q.       No Use of Similar or  Confusing  Trademarks.  Licensee  agrees
                  that neither it nor any of its  Affiliates,  sublicensees  and
                  contract  manufacturers,  shall  use a mark or name  which  is
                  likely  to  be  similar  to or  confusing  with  the  Licensed
                  Trademarks  or which it is  precluded  from using  pursuant to
                  this Agreement.

         r.       Promotional  Products.  Licensee may sell or distribute in the
                  Territory on a non-exclusive basis promotional products,  such
                  as caps,  T-shirts,  hats and agriculturally  oriented apparel
                  (e.g. jackets,  shirts,  pants, boots, belts), pens, balloons,


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                  mugs,  key  chains,  calendars,  pocket  knives  and the  like
                  bearing  Licensee's  Trade Name  and/or  one or more  Licensed
                  Trademarks   for  the  purpose  of  developing   goodwill  and
                  promoting the Licensed Products for which Licensee are allowed
                  to use the  Licensed  Trademarks  pursuant  to this  Agreement
                  provided  such  items do not  infringe  or  otherwise  violate
                  third-party  rights.  Licensee  shall  not  object  to  use or
                  licensing  by  AGX or the  Owners,  Affiliates,  sublicensees,
                  dealers  ,  franchisees  or other  customers  of the  Licensed
                  Trademarks within the Territory.

         s.       Market  Development.  Licensee  shall use its best  efforts to
                  promptly develop and satisfy the broadest  possible market for
                  Licensed Products within the Territory.

4.       PRODUCT STANDARDS.

         a.       Quality  Standards.  Licensee shall at all times  manufacture,
                  distribute and sell Licensed  Products in accordance  with the
                  Product   Standards   (products   which  are  of  a  good  and
                  merchantable quality), and the Legal Standards (products which
                  are  in  compliance  with  applicable  laws  and  governmental
                  regulations relating to the nature and quality of the products
                  and  all  health,   sanitation  and  other   regulations   and
                  requirements   under  the  law  of  the   Territory   for  the
                  manufacture,  distribution  and  sale of such  products).  The
                  Product   Standards   and  the   Legal   Standards   shall  be
                  collectively referred to as the "Quality Standards."

         b.       Samples.  Licensee  shall provide  notice in writing to AGX in
                  advance  of  introduction  of all  new  articles  of  Licensed
                  Products  sufficiently  in advance of sale or  distribution to
                  afford AGX and the Owners an opportunity  to request  samples.
                  Upon  request of AGX, at least two samples of each new article
                  of Licensed  Products shall be furnished free of charge to AGX
                  from  Licensee  for the  purpose  of  AGX's  and  the  Owners'
                  examination and approval hereunder  sufficiently in advance of
                  any sale or distribution thereof. Thereafter, any reduction in
                  the  quality  or change  in the  style of any of the  Licensed
                  Products  shall be  submitted  in like fashion for approval by
                  AGX in advance.  From time to time  reasonable  quantities  of
                  samples  of  Licensed  Products  shall be  submitted  at AGX's
                  request without charge to AGX for its examination and approval
                  as to the maintenance of the approved standards of quality and
                  style.  Any material  variation of a Licensed  Product will be
                  submitted  to AGX for  approval  by AGX and  the  Owners.  The
                  absence of any  objection  by the  Owners or AGX to  submitted
                  samples within 20 days following  submission  thereof shall be
                  deemed to be acceptance.

         c.       Laws  of  Jurisdiction.  Anything  in  this  Agreement  to the
                  contrary   notwithstanding,   if  the  laws  of  a  particular
                  jurisdiction  require a product to be of a higher quality than
                  that  imposed  by this  Section  4 in  order to  preserve  the
                  viability  of  the  Licensed  Trademarks,   then  such  higher

                                       10
<PAGE>

                  requirement shall apply hereunder in such jurisdiction.


         d.       Inspection.  Upon  request of AGX and  without  prior  notice,
                  Licensee shall permit duly authorized  representatives  of AGX
                  and the Owners to inspect and examine  during normal  business
                  hours places of  manufacture  of Licensed  Products  bearing a
                  Licensed Trademark, to determine whether the Quality Standards
                  are being met. At such inspections,  such representative shall
                  have the right to observe the production of Licensed  Products
                  and the delivery of the  services  concerned.  Licensee  shall
                  reimburse  AGX and the  Owners  for  their  incremental  costs
                  reasonably incurred by them in connection with the inspections
                  carried out pursuant to this Section 4.d.

         e.       Product Standards

                  (i)             Ingredients.   Licensee  shall  at  all  times
                        strictly   adhere  to  the   Ingredient   Specifications
                        established from time to time by AGX for the manufacture
                        of each  Licensed  Product.  All raw  materials  used in
                        formulating  the  Licensed   Products  shall  be  of  an
                        appropriate quality and type.

                  (ii)            Production  and  Facilities.   Licensee  shall
                        manufacture each Licensed Product in a safe and sanitary
                        manner. Licensee shall strictly adhere to the Production
                        and Facilities  Specifications  established from time to
                        time by AGX.

                  (iii)           Packaging.  Licensee shall strictly  adhere to
                        the Packaging  Specifications  established  from time to
                        time by AGX.

                  (iv)            Product Storage.  The Licensed  Products shall
                        be  stored  in  accordance  with  the  Licensed  Product
                        Storage Specifications  established from time to time by
                        AGX.

                  (v)             Finished Product Specifications.  The Licensed
                        Products  shall meet all of the Legal  Standards for the
                        sale  of  Licensed  Products  in the  Territory  and the
                        Finished Product Specifications established from time to
                        time by AGX.

         f.       Tests and Records.  Licensee shall on a regular and continuous
                  basis  conduct all  appropriate  tests as may be  necessary to
                  manufacture  Licensed  Products in  compliance  with the above
                  referred to Quality  Standards.  In addition  thereto Licensee
                  shall  conduct  the  tests  and  provide  to AGX  the  reports

                                       11
<PAGE>

                  reasonably  requested  from time to time by AGX.  Furthermore,
                  Licensee agrees to maintain the original records pertaining to
                  all such tests and reports regarding the Licensed Products for
                  a period of not less than six (6)  months  beyond  the  latest
                  date by which the product may be consumed by an animal.

         g.       Governmental  Notices.  Licensee shall notify AGX, in writing,
                  within 24 hours of receipt of any notice from any governmental
                  agency or public  authority  of any action to be taken by such
                  agency  or  authority   which  may  pertain  to  the  Licensed
                  Products.

         h.       Deficient  Products.  Licensee  shall  notify AGX, in writing,
                  within  twenty-four  (24) hours of receipt by  Licensee of any
                  complaint  by  any  customer  that  any  Licensed  Product  is
                  adulterated,  unsafe,  mislabeled or otherwise unfit for sale.
                  Licensee shall, at its sole cost,  promptly  withdraw from the
                  market any Licensed Product which may be adulterated,  unsafe,
                  mislabeled or otherwise unfit for sale.

         i.       Product  Standards  Are  Confidential.  The Product  Standards
                  provided under the terms of this  Agreement are  confidential.
                  During the term of this Agreement and following  expiration or
                  termination  of this  Agreement,  Licensee  shall preserve and
                  protect the confidential  nature of the Product Standards and,
                  subject to the exceptions in Section 6, shall not disclose the
                  Product  Standards to third parties  without the prior written
                  consent of AGX.

5.       LICENSE FEE.

         a.       License  Fee.  For  the  use of the  Licensed  Technology  and
                  Licensed Trademarks, Licensee agrees to pay to AGX a fee equal
                  to two and  one-quarter  percent (2.25%) of the Net Sales (the
                  "Percentage of Net Sales Method"). In no event, however, shall
                  the fee be less than One  Hundred  Thousand  (U.S.$100,000.00)
                  United States Dollars per Fiscal Year (the "Minimum Fee"). The
                  determination  of  whether  the  fee  is to be  based  on  the
                  Percentage  of Net Sales  Method or the  Minimum  Fee shall be
                  determined  on a yearly  basis for each  Fiscal  Year.  In the
                  event of a partial  Fiscal Year,  the Minimum Fee amount shall
                  be prorated.

         b.       Where  Payable.  The fee  shall  be  paid  to AGX,  or to such
                  accounts as AGX may designate from time-to-time.

         c.       How and When Payable.

                  i.    Prior to the start of each Fiscal Year, Licensee and AGX
                        shall  reasonably  determine  which of the Percentage of
                        Net  Sales  Method  or  Minimum  Fee is  expected  to be
                        applicable for such upcoming Fiscal Year (the "Estimated
                        Method").  Licensee will  calculate and pay an estimated


                                       12
<PAGE>

                        fee  during  the first  three  Fiscal  Quarters  of such
                        upcoming Fiscal Year based upon the Estimated Method. If
                        at any time during the Fiscal Year,  it appears that the
                        alternative  method would be a more accurate estimate of
                        the fee payable for such Fiscal Year, then the Estimated
                        Method shall be changed to the more  accurate  estimate,
                        and,  to the extent  reasonably  necessary,  the payment
                        schedule shall be modified to reflect any overpayment or
                        underpayment from the amount of the fee payable for such
                        Fiscal  Year using the  method  determined  pursuant  to
                        Section 5.a. .

                  ii.   The payment of the fee for the final Fiscal  Quarter for
                        such Fiscal Year shall correct for any  underpayment  or
                        overpayment  of fees paid  during such Fiscal Year using
                        the  Estimated  Method as compared  to fees  payable for
                        such Fiscal Year using the method determined pursuant to
                        Section  5.a. In all events,  the final  payment for the
                        Fiscal Year shall be of the amount necessary so that the
                        total  fee paid  for such  Fiscal  Year  equals  the fee
                        determined pursuant to Section 5.a.

                  iii.  The fee shall be  calculated  and  accrued  on a monthly
                        basis as of the last  business  day of each  month.  The
                        total  amount owed to AGX at the end of each month shall
                        be converted  into United States Dollars at the official
                        rate of exchange for purchasing United States Dollars in
                        effect as of the last  business  day of each month.  The
                        United States Dollar amount so obtained will then become
                        the obligation payable by Licensee to AGX, regardless as
                        to whether the available  exchange rate in effect on the
                        date of the actual wire transfer is  different.  The fee
                        for each month shall be payable  within thirty (30) days
                        following the end of such month.

                  iv.   Notwithstanding the immediately preceding sentence,  (i)
                        if the fee  payable  for the  first  month  of a  Fiscal
                        Quarter  is less than US  $100,000,  then  Licensee  may
                        defer  payment of such fee and pay such monthly fee with
                        the fee for the  second  month of such  Fiscal  Quarter;
                        (ii) if the total fee  payable  for the first and second
                        months  (if the first  month fee is rolled  over) or the
                        second  month  of a  Fiscal  Quarter  is  less  than  US
                        $100,000,  then  Licensee may defer payment of such fees
                        and pay such fees  with the fee for the  third  month of
                        such Fiscal Quarter;  and (iii) by not later than thirty
                        (30) days  following the end of each Fiscal  Quarter the
                        amount payable for each Fiscal Quarter shall be paid.

         d.       Payable  in U.S.  Dollars;  Late  Payment.  The fee  shall  be
                  payable in United  States  Dollars which shall be deemed to be
                  the legal  currency  of  payment.  In the event that  Licensee
                  shall fail to timely  deliver  payment to AGX,  then  interest
                  shall accrue on the amount  payable at three (3%) percent over
                  the London  Inter Bank Offer Rate for a loan of a like  amount
                  in United  States  Dollars for a like period.  Licensee  shall
                  indemnify  and hold  harmless  AGX from any  exchange  risk to

                                       13
<PAGE>

                  which AGX may be exposed in the event that  Licensee  fails to
                  timely deliver payment to AGX.

         e.       Withholding  Taxes.  All withholding  taxes on payments to AGX
                  under the terms of this  Agreement  shall be deducted from the
                  gross  amount  due  hereunder  and  paid  by  Licensee  to the
                  appropriate  government  authority.   Each  payment  shall  be
                  accompanied by one or more receipts evidencing the withholding
                  and  payment  by  Licensee  for  the  account  of  AGX  of the
                  corresponding  amount of income and/or  withholding tax levied
                  thereon by the appropriate authorities within the Territory.

         f.       Report.  By not later than the fifth (5th) day  following  the
                  end of each month  Licensee  shall  deliver to AGX a report in
                  the form established from time to time by AGX.

         g.       Records;  Audit. Licensee agrees to keep complete and accurate
                  production,  inventory and sales books and records relating to
                  the production,  marketing and sale of Licensed Products.  AGX
                  and its duly authorized  representatives shall have the right,
                  during normal business hours, to inspect,  audit and copy such
                  records.   In  the  event  that  any  such  audit  reveals  an
                  underpayment of the license fee,  Licensee shall reimburse AGX
                  for the costs and  expenses of such audit,  including  but not
                  limited  to the  professional  accounting  and legal  fees and
                  expenses incurred in connection therewith.

6.       CONFIDENTIALITY.

         a.       Acknowledgments   and   Covenants.    Licensee   acknowledges,
                  understands  and agrees  that:  (i) the Owners  have  expended
                  substantial time, money and effort  researching and developing
                  their  respective  Licensed  Technology;   (ii)  the  Licensed
                  Technology  provides  them  with  a  significant   competitive
                  advantage in the marketplace;  (iii) the Licensed  Technology,
                  together with all improvements, enhancements and modifications
                  thereto,  is  the  confidential,  proprietary  and  trade  and
                  industrial secret information and property of the Owners; (iv)
                  if the  Licensed  Technology  was  disclosed  or misused,  the
                  Owners would suffer  substantial  irreparable  harm and likely
                  lose their competitive advantage in the marketplace; (v) as of
                  the date of this Agreement, Licensee is not aware of any facts
                  or allegations  which would, in any way or manner,  compromise
                  the confidentiality, propriety and trade and industrial secret
                  status of any of the Licensed  Technology;  and (vi)  Licensee
                  will  not  make  any  use  of  any  portion  of  the  Licensed
                  Technology  in a manner  inconsistent  with the  provisions of
                  this Agreement.

         b.       Security  Measures.  Licensee agrees it will use  commercially
                  reasonable  security  measures  and efforts to ensure that the
                  Licensed  Technology  is kept and retained in  confidence  and


                                       14
<PAGE>

                  secret;  however,  in  no  event  shall  the  degree  of  care
                  exercised  by  Licensee be any less than the degree of care it
                  employs to maintain and protect the confidentiality of its own
                  confidential or proprietary information.

         c.       No  Disclosure.  Licensee  agrees that it will not disclose or
                  reveal to any other  person or  entity  (except  as  permitted
                  herein) the Licensed  Technology  subject to the provisions of
                  Section 6.h.

         d.       Permitted  Disclosure;  Improvements.  Licensee agrees that it
                  will only disclose the Licensed  Technology to its  suppliers,
                  customers,  sublicensees,  employees,  agents,  officers,  and
                  directors  which  have a need  to  know  such  information  in
                  connection with the purpose of any licenses  granted  Licensee
                  herein and,  further,  that prior to  disclosing  any Licensed
                  Technology  to any  such  persons  it will  require  any  such
                  suppliers,   customers,   sublicensees,   employees,   agents,
                  officers, and directors to agree in writing to be bound by and
                  comply  with  the  provisions  of this  Section  6 to the same
                  extent as Licensee  herein.  Licensee  further agrees that all
                  rights in and to any  inventions,  improvements,  enhancements
                  and  modifications  made by any such  persons  related  to the
                  Licensed  Technology,   including  any  intellectual  property
                  rights  therein,  are owned by and are hereby  transferred  to
                  AGX.  Licensee  further  agrees  that  each of its  employees,
                  consultants and agents engaged in research, development and/or
                  formulation  shall  sign and  deliver to the  Licensee,  as an
                  agent for AGX,  Agribrands,  and Ralston, an acknowledgment in
                  the form of Schedule E attached hereto and incorporated herein
                  by reference  which  schedule may be amended from time to time
                  by  the   parties  hereto.  The  original  executed  copies of
                  Schedule  E shall be  maintained  in the  offices of the Human
                  Resources Department of the Licensee and upon request Licensee
                  shall furnish the originals or copies to AGX.

         e.       Unauthorized Use by Others. Licensee agrees to promptly notify
                  AGX of any unauthorized use of any Licensed  Technology to the
                  extent  Licensee  learns  or  otherwise  becomes  aware of any
                  unauthorized  use and to reasonably  cooperate  with Owners in
                  pursuing  and  protecting  the  legal  rights  of the Owner in
                  regard to such unauthorized use.

         f.       Breach  or  Threatened  Breach.  In the  event of a breach  or
                  threatened  breach of any of Licensee's duties and obligations
                  under the terms and  provisions of this Section 6, each of AGX
                  and the Owners  shall be  entitled,  in  addition to any other
                  legal or equitable  remedies that they,  respectively,  may be
                  entitled to  (including  any rights to damages that such party
                  may suffer),  temporary,  preliminary and permanent injunctive
                  relief restraining such breach or threatened breach.

         g.       Disposal.  Prior to  disposing  of any  documentation,  media,
                  software,  or the like,  containing or reflecting any Licensed
                  Technology,  Licensee  agrees  that  it  will  first  destroy,


                                       15
<PAGE>

                  obliterate,  and/or  otherwise  remove  any and  all  Licensed
                  Technology from such materials.  Prior to disposing of any X4X
                  extruders  supplied by Ralston,  Licensee  shall notify AGX in
                  writing and request what, if any,  alterations need to be made
                  to said extruders to remove any Licensed  Technology  prior to
                  such disposal and Licensee shall make such  alterations  prior
                  to said disposal. AGX shall respond to Licensee within 30 days
                  of the receipt of said notice.

         h.       Exceptions.   Notwithstanding  any  other  provision  of  this
                  Agreement, Licensee shall not have any obligations respecting,
                  nor be liable for, the use and disclosure thereof, if Licensee
                  can prove that the information:  (a) was known to the trade or
                  public at the time that the  information  was disclosed to it;
                  or (b) is or  becomes  generally  known to the trade or public
                  through  no fault on the  recipient  party's  part;  or (c) is
                  independently  generated  after the date of this  Agreement by
                  employees  of a  party,  or  on  its  behalf  by  its  agents,
                  contractors, or consultants, without the use or benefit of any
                  Licensed  Technology;   or  (d)  is  legally  required  to  be
                  disclosed  by Licensee  under  non-confidential  circumstances
                  pursuant  to the laws of any  exchange  on which the shares of
                  Licensee are traded or legal process only so long as Licensee:
                  (i) first provides AGX with reasonable  advance written notice
                  of any  such  impending  disclosure  and/or  service  of legal
                  process; and (ii) Licensee takes all necessary steps to ensure
                  that the Licensed  Technology retains its confidential  status
                  through the  implementation  of, among other  things,  the use
                  and/or entry of appropriate  confidentiality agreements and/or
                  protective orders.

7.       WARRANTIES.

         a.       Licensed Technology.  Licensee  understands,  acknowledges and
                  agrees that  neither  AGX nor the Owners have made any,  makes
                  no, and expressly  disclaims any and all,  representations  or
                  warranties (and Licensee expressly waives and releases AGX and
                  the Owners from any and all  representations  or  warranties),
                  express or implied,  regarding  AGX's and the  Owners'  and/or
                  Licensee's right to make, use, offer for sale, license, and/or
                  sell any of the rights transferred, granted and/or licensed to
                  Licensee  under  this  Agreement,   and/or  any  goods  and/or
                  services  employing  any of the  rights  transferred,  granted
                  and/or licensed to Licensee under this  Agreement,  including,
                  but not limited to, any implied warranties of title, claims of
                  superior rights,  infringement,  right to use, or the like, in
                  or to any of the Licensed Technology.

         b.       AGX and Owner Liability.  Licensee  understands,  acknowledges
                  and agrees  that in no event shall AGX or the Owners be liable
                  to Licensee,  any permitted sub-licensee under this Agreement,
                  and/or any other  persons or entities,  regardless of the form
                  of a cause of  action,  whether in  contract,  tort or under a
                  statute,  including,  but not limited to,  negligence,  strict
                  liability, product liability,  environmental liability, patent
                  infringement,  misappropriation  of trade  secrets,  trademark


                                       16
<PAGE>

                  infringement,  copyright infringement,  unfair competition, or
                  the like,  which in any way arises out of and/or is related to
                  Licensee's,  any  permitted  sub-licensee's,  and/or any other
                  person's and/or  entity's,  manufacture,  use, offer for sale,
                  license,  and/or sale of any of the rights granted to licensed
                  to  Licensee  under this  Agreement,  and/or any goods  and/or
                  services  employing  any of the rights  granted or licensed to
                  Licensee under this Agreement.

         c.       Trademarks.  AGX hereby represents and warrants that it is the
                  Licensee  or  sub-licensee  of  the  Owners  of  the  Licensed
                  Trademarks and that AGX, Agribrands or Owners, as appropriate,
                  are the  owners of record of the  Licensed  Trademarks  in the
                  class indicated on the Schedules hereto.  The Owners are under
                  no  obligation   to  maintain  the   trademark   registrations
                  pertaining  to the  Licensed  Trademarks.  AGX and the  Owners
                  collectively  disclaim any warranty of validity,  right to use
                  or  right   exclusively   to  use  or  register  the  Licensed
                  Trademarks or any of them.

8.       TERM AND TERMINATION.

         a.       Term.  This  Agreement  shall be effective from the date first
                  above  written  and shall  continue in effect,  unless  sooner
                  terminated as provided  below,  for ______ (#) years from such
                  date. The parties agree to extend the Agreement for successive
                  and  consecutive  _________  (#) year  terms,  subject  to the
                  approval of the appropriate  governmental agency, if required,
                  unless by notice in writing a party  notifies  the other party
                  not less than one hundred  and eighty  (180) days prior to the
                  end of the initial term or any subsequent  renewal term of its
                  intention not to renew this Agreement.

         b.       Termination Upon Notice.  Notwithstanding  any other provision
                  of this Agreement, the parties by mutual consent may terminate
                  this Agreement at any time.

         c.       Termination.   This  Agreement   shall,   unless  the  parties
                  otherwise  agree,  terminate upon the occurrence of any of the
                  following:

                  i.      If Licensee fails to timely make any payment when due;

                  ii.     If Licensee breaches the  observance or performance of
                          any of the provisions of  this  Agreement,  including,
                          but not  limited  to,  the  provisions  of  Section 6,
                          thirty  (30)  days  after  notice in  writing  of said
                          breach;

                  iii.    If Licensee  shall be unable to fulfill any provision
                          of  this  Agreement  by reason of force  majeure for a
                          period  of more than  twelve (12) months and AGX shall
                          have given  Licensee notice,  in writing,  terminating
                          this Agreement;

                                       17
<PAGE>

                  iv.      At AGX's option, if any of the assets of Licensee are
                           or if ownership of Licensee is taken or  expropriated
                           by any governmental agency or body or:

                  v.       If Licensee makes an assignment of assets or business
                           for  the  benefit  of its  creditors,  a  trustee  or
                           receiver is  appointed to  administer  or conduct its
                           business or affairs, it is adjudged in any proceeding
                           to be  bankrupt or  insolvent  or it is unable to pay
                           its debts when said debts  become due in the ordinary
                           course of business;

                  vi.      In the event of a significant  change (more than 25%)
                           in the  voting,  profits  or  ownership  interest  of
                           Licensee without the prior written consent of AGX; or

                  vii.     The license with respect to the Ralston Trademarks or
                           Ralston Technology is terminated.

         d.       Upon  Termination of This  Agreement.  Upon the termination of
                  this Agreement for any reason whatsoever:

                  i.       All  amounts  unpaid by  Licensee  shall  accrue  and
                           immediately   become  due  and  payable  to  AGX  and
                           Licensee's  right to use the Licensed  Technology and
                           Licensed Trademarks shall terminate immediately;

                  ii.      Licensee  will  promptly  execute  and deliver to AGX
                           within  thirty  (30)  days   following  the  date  of
                           termination, all assignment documents and instruments
                           deemed  necessary  by AGX  and/or  Owners  to  divest
                           Licensee  of any  and all  rights  or  claims  to the
                           Technology and Licensed  Trademarks  under or arising
                           out of this Agreement;

                  iii.     Licensee shall  immediately cease and desist from all
                           use  of any of the  Licensed  Trademarks,  and  shall
                           deliver to AGX all products,  advertising,  packaging
                           and   promotional   material   bearing  the  Licensed
                           Trademarks  and Licensee  shall deliver such material
                           to AGX  within 30 days from the date of  termination;
                           and

                  iv.      Licensee shall  immediately cease and desist from all
                           use of any of the  Licensed  Technology  in  case  of
                           early  termination  of this  Agreement due to reasons
                           attributable  to the  Licensee,  and  shall  promptly
                           deliver  to AGX all copies of any  documentation  and
                           things  embodying  or  containing  any such  Licensed
                           Technology  and Licensee  shall deliver such material
                           to AGX within 30 days from the date of termination.

                                       18
<PAGE>

         e.       Survivability.  The  provisions  of  Sections 5, 6, 8.d  and 9
                  shall survive the termination of this Agreement.


9.       INDEMNIFICATION AND INSURANCE.

         a.       Indemnification. Licensee agrees to defend, indemnify and hold
                  Owners,  AGX,  and  their  respective  Affiliates,   officers,
                  directors,  employees, agents, successors and assigns harmless
                  from and against any and all claims, demands,  actions, causes
                  of action,  judgments,  losses,  damages,  costs and  expenses
                  (including,  but not limited to, attorneys' and expert witness
                  fees and  expenses)  arising  out of or  relating  to: (i) the
                  breach by Licensee of any warranty, representation,  covenant,
                  commitment  or  undertaking  made  hereunder;  (ii) any act or
                  omission  of  Licensee,  its  agents or  employees;  (iii) any
                  allegation relating to the production,  manufacture, shipment,
                  disposal,  marketing,  advertising,  promotion,  distribution,
                  use,  offer for sale, or sale of any goods and/or  services by
                  Licensee and/or on Licensee's behalf  including:  (iv) any and
                  all  alleged  negligent  acts,  fraud  or  omissions  of or by
                  Licensee,   its  officers,   directors,   employees,   agents,
                  independent contractors,  and/or sub-licensees,  in connection
                  with  the  production,  manufacture,  marketing,  advertising,
                  promotion,  distribution,  use, offer for sale, or sale of any
                  goods and/or services  including:  (v) any and all allegations
                  relating in any way or manner to products liability, defective
                  goods,  failure to warn,  environmental  law, or the like,  as
                  applied  to  goods  and/or  services  produced,  manufactured,
                  marketed, advertised, promoted, distributed, used, offered for
                  sale, or sold by or on behalf of Licensee;  or (vi) Licensee's
                  alleged  or actual  failure  to comply  with any  governmental
                  and/or  other  laws,  statutes,   ordinances,   rules,  and/or
                  regulations.

         b.       Indemnification  Procedure.  AGX or the Owners shall  promptly
                  notify Licensee of such liability,  claim,  demand,  action or
                  cause of action; provided,  however, that failure to give such
                  prompt  notification  shall  not  release  Licensee  from  its
                  indemnity obligation. Licensee shall have the right to control
                  the defense of such claim;  provided,  however,  that Licensee
                  shall not settle any claim  affecting any Owner's right to use
                  any  Licensed  Trademark  or Licensed  Technology  without the
                  prior  written  consent  of such  Owner.  The Owner  shall not
                  unreasonably delay or withhold its consent. Licensee may elect
                  to  defend  against  any claim  without  thereby  waiving  any
                  objection as to  Licensee's  obligation  to defend AGX and the
                  Owners  therefrom.  AGX and the Owners shall have the right to
                  participate  in the defense of such claim  through  counsel of
                  its own  selection  at its own expense.  If Licensee  does not
                  defend  against a claim for which it is obligated to indemnify
                  AGX and the Owners, then AGX and the Owners may defend against
                  all such claim at Licensee's expense.

                                       19
<PAGE>

         c.       Required  Insurance.  Licensee  at all  times  shall  maintain
                  adequate  levels  of  public  liability  insurance,  including
                  products  liability  which  protects  Licensee,  AGX  and  the
                  Owners.   Such   coverage   shall  also   include   broad-form
                  contractual  coverage  applicable to all indemnities  given by
                  Licensee under this  Agreement.  Such insurance  shall provide
                  for thirty (30) days advance  written  notice of  termination,
                  revocation or  diminution  of coverage.  AGX from time to time
                  may advise  Licensee,  in writing,  of the minimum  amounts of
                  coverage it deems to be adequate.

         d.       Certificates  of  Insurance.  At all times  during the term of
                  this  Agreement,  Licensee,  upon  request by AGX, in writing,
                  shall  furnish  AGX  with  a  certificate   from  its  insurer
                  verifying that it has the foregoing  insurance in effect. Such
                  certificate of insurance  shall require  Licensee's  insurance
                  carrier  to give AGX not less than  thirty  (30) days  written
                  notice of any cancellation or change in the coverage.

10.      ASSIGNMENT.  Licensee may not assign, license,  sublicense or otherwise
         transfer  its  rights or  obligations  under this  Agreement  either by
         affirmative  act, by operation of law, by share ownership or otherwise,
         without the prior  written  consent of AGX and the Owners  which may be
         withheld in their  respective sole  discretions.  "Transfer" as used in
         this Section 10 shall mean: (a) the transfer, assignment, or conveyance
         (by any means  including,  but not limited to, operation of law) of all
         or part of Licensee's  interest in, to, or under this  Agreement or its
         rights  or   obligations   hereunder;   and/or   (b)  to  one  or  more
         third-party(ies)  acquiring,  purchasing,  and/or gaining (by any means
         including,  but not limited to, operation of law) a voting,  profits or
         equity  interest of 10% or more in  Licensee.  AGX may  transfer all or
         some of its rights and obligations  under this Agreement at any time or
         times.  This  Agreement  shall  bind and  inure to the  benefit  of the
         parties, and their respective successors and permitted assigns.

11.      INDEPENDENT  CONTRACTOR.  This  Agreement  shall not make or constitute
         Licensee the legal  representative  or agent of AGX or the Owners,  nor
         shall  Licensee have the right or authority to assume,  create or incur
         any liability or obligation  of any kind,  express or implied,  against
         the interest or in the name of AGX or the Owners.

12.      NON-WAIVER  OF RIGHTS.  Neither party shall be deemed to have waived or
         impaired  any  right,  power or  option  created  or  reserved  by this
         Agreement  (including without limitation,  each party's right to demand
         compliance  with every term herein,  or to declare any breach a default
         and exercise its rights in accordance  with the terms hereof) by virtue
         of: (i) any custom or  practice  of the  parties at  variance  with the
         terms  hereof;  (ii) any  failure,  refusal or neglect to exercise  any
         right hereunder,  or to insist upon compliance with any term; (iii) any
         waiver,  forbearance,  delay, failure or omission to exercise any right
         or option,  whether of the same,  similar or different  natures,  under
         this Agreement or in any other circumstances; or (iv) the acceptance by

                                       20
<PAGE>

         either  party of any  payment  or other  consideration  from the  other
         following any breach of this Agreement.

13.      NOTICES.  All notices required under this Agreement shall be in writing
         and may be sent via facsimile or international air courier and shall be
         deemed to be properly delivered upon receipt by the appropriate party.

         If to AGX at:


         If to Licensee at:


         or to  such  other  address  as  either  party  may  from  time to time
         designate to the other party in writing.

14.      ENTIRE  AGREEMENT.  This  Agreement and the  Schedules,  constitute the
         entire agreement between Licensee and AGX (on its own behalf and as the
         representative  for the Owners) in connection  with the subject  matter
         thereof and  supersedes all documents and  correspondence  entered into
         prior to the date hereof.

15.      AMENDMENT.  This  Agreement  may  be  amended  pursuant  to  a  written
         agreement between the parties.  This Agreement may also be amended upon
         notice  by AGX to  Licensee  of (i) any  amendments  to this  Agreement
         necessary to reflect any  termination of or amendment by the Ralston to
         the  Agribrands   trademark   license  or  the  Ralston  to  Agribrands
         technology license;  and (ii) such other amendments as deemed necessary
         or reasonable by AGX.

16.      FORCE  MAJEURE.  Neither  party shall be liable in damages or otherwise
         for any delay or default in performance  under this  Agreement  (except
         for the  prompt  payment  of the fees due under  Section  5) where such
         delay or default is due to any cause beyond its  control.  In the event
         that any such delay  shall be  continuing  for a period in excess of 12
         months,  then AGX upon notice,  in writing,  to Licensee may  terminate
         this Agreement.

17.      DISPUTE  RESOLUTION.  In the event that any dispute is not  resolved as
         provided  for  above,   then  all  such  disputes  arising  under  this
         Agreement, including but not limited to the validity and enforceability
         of any  provision  of this  Agreement  shall be  finally  submitted  to
         binding  arbitration in accordance with the  International  Arbitration
         Rules of the American Arbitration  Association in effect as of the date
         of this Agreement.  The number of arbitrators shall be one and shall be
         a person  familiar  with the legal  system  of the  United  States  and
         ____________________.   All  arbitral   proceedings  will  be  held  in
         Wilmington,  Delaware,  U.S.A.  and shall be  conducted  in the English
         language.   The  decisions  of  the  arbitrator   shall  be  final  and

                                       21
<PAGE>

         nonappealable.  The  arbitration  award shall be final and binding upon
         the parties,  not subject to appeal and shall deal with the question of
         the costs and legal fees  incurred in connection  with the  arbitration
         proceeding.

18.      CUMULATIVE  REMEDIES.  The  rights  and  remedies  set  forth  in  this
         Agreement are in addition to any other rights or remedies  which may be
         granted by law.

19.      SEVERABILITY.  If any  obligation or provision of this Agreement or the
         application  thereof shall, to any extent, be invalid or unenforceable,
         then the remainder of the Agreement or application  of such  obligation
         or provision  other than that which is held  invalid or  unenforceable,
         shall be given full force and effect.

20.      GOVERNING  LANGUAGE.  The  official  text of this  Agreement  is in the
         English  language.  If the  Agreement  is  translated  into  any  other
         language for the  convenience  of the parties or any other person,  the
         English  language  text  shall  govern  any  question  with  respect to
         interpretation.

21.      GOVERNING LAW. The construction, interpretation and performance of this
         Agreement  shall be governed by and  construed in  accordance  with the
         internal laws of the State of Delaware.

         IN WITNESS WHEREOF, the duly authorized  representatives of the parties
have executed this Agreement on the day and year first above set forth.

AGX SERVICES, INC.
("AGX")                                            ("Licensee")


By:__________________________                      By: _________________________
Name:________________________                      Name: _______________________
Title:_______________________                      Title: ______________________
Its Authorized Representative                      Its Authorized Representative



                                       22
<PAGE>


                        LIST OF SCHEDULES AND APPENDICES



Schedule A - Ralston Trademarks
Schedule B - Agribrands Trademarks
Schedule C - AGX Trademarks
Schedule D - Territory
Schedule E - Confidentiality and Intellectual Property Rights Acknowledgment









                                       23
<PAGE>


                                   SCHEDULE A
                               Ralston Trademarks







Agreed by and between  the  parties to that  certain  Technology  and  Trademark
License Agreement dated as of ________________.



AGX SERVICES, INC.
("AGX")                                              ("Licensee")


By:__________________________                      By: _________________________
Name:________________________                      Name: _______________________
Title:_______________________                      Title: ______________________
Its Authorized Representative                      Its Authorized Representative








                                       24
<PAGE>


                                   SCHEDULE B
                              Agribrands Trademarks













Agreed to by and between the parties to that certain  Technology  and  Trademark
License Agreement dated as of ___________________.


AGX SERVICES, INC.
("AGX")                                              ("Licensee")


By:__________________________                      By: _________________________
Name:________________________                      Name: _______________________
Title:_______________________                      Title: ______________________
Its Authorized Representative                      Its Authorized Representative



                                       25
<PAGE>



                                   SCHEDULE C
                                 AGX Trademarks

























Agreed to by and between the parties to that certain  Technology  and  Trademark
License Agreement dated as of ________________.


AGX SERVICES, INC.
("AGX")                                              ("Licensee")


By:__________________________                      By: _________________________
Name:________________________                      Name: _______________________
Title:_______________________                      Title: ______________________
Its Authorized Representative                      Its Authorized Representative




                                       26
<PAGE>



                                   SCHEDULE D
                                    Territory
















Licensee  shall  apply for and seek the  prior  written  consent  of AGX for the
amendment of this Schedule to expand the Territory.


Agreed to by and between the parties to that certain  Technology  and  Trademark
License Agreement dated as of _____________________


AGX SERVICES, INC.
("AGX")                                              ("Licensee")


By:__________________________                      By: _________________________
Name:________________________                      Name: _______________________
Title:_______________________                      Title: ______________________
Its Authorized Representative                      Its Authorized Representative



                                       27
<PAGE>


                                   SCHEDULE E
         Confidentiality and Intellectual Property Rights Acknowledgment

I, the undersigned employee, consultant or agent of _______________ ("Licensee")
hereby acknowledge and agree as follows:

1.       I have been  informed  that  Licensee  has been  granted  a license  to
         certain   technology  and  trademarks  of  Ralston  Purina  Company,  a
         corporation  organized  under the laws of  Missouri,  United  States of
         America  ("Ralston"),  Agribrands  International,  Inc., a  corporation
         organized  under  the  laws  of  Missouri,  United  States  of  America
         ("Agribrands")  and ("AGX")  pursuant to that  Technology and Trademark
         License  Agreement  between  Licensee and AGX dated  ______,  199_ (the
         "License  Agreement").  I  understand  that I may  review a copy of the
         License  Agreement  at  the  Licensee's  offices  at  such  times  as I
         reasonably request.

2.       Licensee  proposes to  disclose to me all or a portion of the  Licensed
         Technology  which has been  licensed  to  Licensee  under  the  License
         Agreement.

3.       In  consideration  of such disclosure to me, I agree that I am bound by
         and  subject to the terms,  conditions  and  restrictions  set forth in
         Section 6 of the License  Agreement to the same extent that Licensee is
         obligated  therein.   Without  limiting  such  obligation,   I  further
         understand  and  acknowledge  that  Section 6 of the License  Agreement
         provides in part as follows:

         1.       the  Licensed   Technology,   together  with  all  inventions,
                  improvements,  enhancements and modifications  thereto, is the
                  confidential,  proprietary  and trade secret  information  and
                  property of Ralston, Agribrands and AGX;

         2.       I  will  not  make  any  use of any  portion  of the  Licensed
                  Technology in a manner inconsistent with the provisions of the
                  License Agreement;

         3.       I will not disclose or reveal the Licensed  Technology  to any
                  other  person or entity  except as permitted in and subject to
                  the provisions of the License Agreement; and

         4.       In the event of my breach  or  threatened  breach of any of my
                  duties  and  obligations  under the terms  and  provisions  of
                  Section 6 of the License  Agreement,  each of AGX,  Agribrands
                  and Ralston shall be entitled,  in addition to any other legal
                  or equitable remedies that they, respectively, may be entitled
                  to  (including  any  rights to  damages  that  such  party may
                  suffer),  to temporary,  preliminary and permanent  injunctive
                  relief restraining such breach or threatened breach.

                                       28
<PAGE>

4.       I further agree that all rights in and to any inventions, improvements,
         enhancements  and  modifications  made by me  related  to the  Licensed
         Technology,  including any  intellectual  property rights therein,  are
         owned by and are hereby transferred to AGX.

                                        Signature:
                                                   -----------------------------
                                        Name:
                                              ----------------------------------
                                        Date:
                                              ----------------------------------





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