Exhibit 10.13

                            INDEMNIFICATION AGREEMENT

     INDEMNIFICATION  AGREEMENT  (the  "Agreement")  made  this 1st day of April
1998,  between  AGRIBRANDS  INTERNATIONAL,  INC.,  a Missouri  corporation  (the
"Company") and ____________________ ("Director").

     WHEREAS,  Director is a member of the Board of Directors of Company, and in
such capacity is performing a valuable service for Company; and

     WHEREAS,  the Company's  Articles of Incorporation  (the "Articles") permit
the indemnification of directors,  officers, employees and certain agents of the
Company,  and  indemnification  is also  authorized  by  Section  351.355 of the
Missouri Revised Statutes, as amended to date (the  "Indemnification  Statute");
and

     WHEREAS,   the  Articles  and  the  Indemnification   Statute  permit  full
indemnification of directors absent knowingly fraudulent, deliberately dishonest
or willful misconduct; and

     WHEREAS,  in order to induce  Director to serve as a member of the Board of
Directors  of  Company,  Company  has  determined  and agreed to enter into this
contract with Director;

     NOW  THEREFORE,  in  consideration  of  Director's  continued  service as a
director after the date hereof, the Company and Director agree as follows:

     1.  Indemnity  of  Director.  Company  hereby  agrees to hold  harmless and
indemnify  Director to the full extent authorized or permitted by the provisions
of the  Indemnification  Statute,  or by any  amendment  thereof,  or any  other
statutory  provisions  authorizing or permitting such  indemnification  which is
adopted after the date hereof.

     2. Additional  Indemnity.  Subject to the exclusions set forth in Section 3
hereof,  Company further agrees to hold harmless and indemnify  Director against
any and all expenses (including attorneys' fees),  judgments,  fines and amounts
paid in settlement,  actually and reasonably  incurred by Director in connection
with any threatened,  pending or completed  action,  claim,  suit or proceeding,
whether civil, criminal, administrative or investigative (including an action by


                                       
<PAGE>

or in the right of the Company) to which Director is, was or at any time becomes
a  party,  or is  threatened  to be made a party,  by  reason  of the fact  that
Director  is,  was or at any  time  whether  before  or  after  the date of this
Agreement,  becomes a director, officer, employee or agent of the Company, or is
or was  serving  or at any  time  serves  at the  request  of the  Company  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise.

     3. Limitations on Additional Indemnity.  No indemnity pursuant to Section 2
hereof  shall be paid by  Company:  

          (a)  Except to the extent the  aggregate  of losses to be  indemnified
     thereunder  exceeds  the amount of such  losses for which the  Director  is
     indemnified  pursuant  to  Section 1 hereof or  pursuant  to any  insurance
     policies or other  comparable  policies  purchased  and  maintained  by the
     Company;

          (b) In respect to remuneration paid to Director if it shall be finally
     judicially adjudged that such remuneration was in violation of law;

          (c) On account of any suit for an  accounting of profits made from the
     purchase or sale by Director of securities  of the Company  pursuant to the
     provisions  of Section  16(b) of the  Securities  Exchange Act of 1934,  as
     amended or similar provisions of any state or local statutory law;

          (d) On  account of  Director's  conduct  which is  finally  judicially
     adjudged  to have been  knowingly  fraudulent,  deliberately  dishonest  or
     willful misconduct;

          (e) If a final decision by a Court having  jurisdiction  in the matter
     (all appeals having been denied or none having been taken) shall  determine
     that such indemnification is not lawful.

     4.  Continuation  of Indemnity.  All agreements and  obligations of Company
contained  herein shall continue  during the period  Director is a member of the
Board of Directors of Company and shall continue  thereafter so long as Director
shall be subject  to any  possible  claim or  threatened,  pending or  completed
action or claim, suit or proceeding, whether civil, criminal,  administrative or


                                       2
<PAGE>

investigative, by reason of the fact that Director was a director of the Company
or was serving in any other capacity referred to herein.

     5. Notification and Defense of Claim. Promptly after receipt by Director of
notice of the  commencement  of any action,  claim,  suit or proceeding  against
Director  by reason of  Director's  status as a director,  officer,  employee or
agent,  Director  will notify  Company of the  commencement  thereof;  provided,
however,  that the omission so to notify  Company will not relieve  Company from
any liability  which it may have to Director under this Agreement  unless and to
the extent that Company's rights are prejudiced by such failure. With respect to
any such action, claim, suit or proceeding as to which Director notifies Company
of the commencement thereof:

          (a)  Company  will  be  entitled  to  participate  therein  at its own
     expense;

          (b) Except as  otherwise  provided  below,  to the extent  that it may
     wish,  Company  jointly with any other party will be entitled to assume the
     defense thereof,  with counsel satisfactory to Director.  After notice from
     Company to  Director  of its  election  so to assume the  defense  thereof,
     Company will not be liable to Director  under this  Agreement for any legal
     or other expenses  subsequently incurred by Director in connection with the
     defense thereof unless Director shall have reasonably  concluded that there
     may be a conflict of interest  between  Company and Director in the conduct
     of the defense of such action, in which case, Company shall not be entitled
     to assume the defense of any action,  claim, suit or proceeding  brought by
     or on behalf of Company;

          (c)  Company  shall not be liable to  indemnify  Director  under  this
     Agreement  for any  amounts  paid in  settlement  of any  action  or  claim
     effected without its written  consent.  Company shall not settle any action
     or claim in any manner  which  would  impose any penalty or  limitation  on
     Director without Director's  written consent.  Neither Company nor Director
     will unreasonably withhold their consent to any proposed settlement.


                                       3
<PAGE>

     6. Advancement and Repayment of Expenses.

          (a) To the extent that the Company  assumes the defense of any action,
     claim, suit or proceeding  against  Director,  Director agrees that he will
     reimburse Company for all reasonable  expenses paid by Company in defending
     any civil or criminal action, claim, suit or proceeding against Director in
     the event and only to the  extent  that it shall be  ultimately  judicially
     determined  that Director is not entitled to be  indemnified by Company for
     such expenses  under the  provisions of the  Indemnification  Statute,  the
     Articles, this Agreement or otherwise.

          (b) To the extent that the Company  does not assume the defense of any
     action,  claim, suit or proceeding against Director,  Company shall advance
     to Director all reasonable  expenses,  including all reasonable  attorneys'
     fees, retainers,  court costs,  transcript costs, fees of experts,  witness
     fees,  travel  expenses,  duplicating  costs,  printing and binding  costs,
     telephone   charges,   postage,   delivery  service  fees,  and  all  other
     disbursements or expenses of the types  customarily  incurred in connection
     with defending,  preparing to defend or investigating any civil or criminal
     action, suit or proceeding, within twenty days after the receipt by Company
     of a statement  or  statements  from  Director  requesting  such advance or
     advances,  whether prior to or after final disposition of such action, suit
     or proceeding.  Such statement or statements shall reasonably  evidence the
     expenses  incurred  by  Director  and  shall  include  or  be  preceded  or
     accompanied  by an  undertaking by or on behalf of Director to repay all of
     such expenses advanced if it shall be ultimately judicially determined that
     Director is not  entitled to be  indemnified  against  such  expenses.  Any
     advances and  undertakings  to repay  pursuant to this  paragraph  shall be
     unsecured and interest free.

     7. Enforcement.

          (a) Company  expressly  confirms  and agrees that it has entered  into
     this  Agreement and assumed the  obligations  imposed on Company  hereby in


                                       4
<PAGE>

     order  to  induce  Director  to  serve  as  a  director  of  Company,   and
     acknowledges  that  Director is relying  upon this  Agreement in serving in
     such capacity.

          (b) In the event  Director  is required to bring any action to enforce
     rights or to collect  moneys due under this  Agreement and is successful in
     such  action,  Company  shall  reimburse  Director  for  all of  Director's
     reasonable fees and expenses in bringing and pursuing such action.

     8. Separability. Each of the provisions of this Agreement is a separate and
distinct  agreement  and  independent  of the others,  so that if any  provision
hereof  shall  be held to be  invalid  or  unenforceable  for any  reason,  such
invalidity or  unenforceability  shall not affect the validity or enforceability
of the other provisions hereof.

     9. Governing Law; Binding Effect; Amendment and Termination.

          (a) This  Agreement  shall be  interpreted  and enforced in accordance
     with the laws of the State of Missouri.

          (b) This  Agreement  shall be binding upon  Director and upon Company,
     its successors and assigns, and shall inure to the benefit of Director, the
     Director's heirs, personal  representatives and assigns, and to the benefit
     of Company, its successors and assigns.

          (c) No amendment,  modification,  termination or  cancellation of this
     Agreement  shall be  effective  unless in  writing  signed by both  parties
     hereto.

     IN WITNESS WHEREOF,  the parties hereto have executed this Agreement on and
as of the day and year first above written.

                                             AGRIBRANDS INTERNATIONAL, INC.



                                             By:________________________________
                                                  M. J. Costello, Secretary

                                             DIRECTOR


                                                ________________________________


                                       5