<PAGE>

                                                                   EXHIBIT 10.11


================================================================================

                                    FORM OF

                              PURCHASE AGREEMENT

                                    Between

                         ROYSTER-CLARK RESOURCES, LLC

                                      And

                               G. WADDY GARRETT





                             Dated March 17, 2000

================================================================================
<PAGE>

                               Table of Contents

<TABLE>
<CAPTION>
                                                                                  Page
<S>                                                                               <C>
EXHIBITS

     Exhibit 1                Sellers Release
     Exhibit 2-1              Noncompetition Agreement
     Exhibit 3                Sellers Closing Certificate
     Exhibit 4                Buyer's Closing Certificate
     Exhibit 5                Consulting Agreement
     Exhibit 6                Escrow Agreement
     Exhibit 7                Sellers Legal Opinion
     Exhibit 8                Estoppel Certificate
     Exhibit 9                Buyer's Legal Opinion

SCHEDULES

                    (i)       Schedule 1     List of Shareholders of the Company

     Schedule 2.3             Adjustment Amount Accounting Principles
     Schedule 2.4(b)(i)       Closing Payment Allocation
     Schedule 3.1.1           Foreign Qualification Jurisdictions of the Company
     Schedule 3.1.2           Required Sellers Consents
     Schedule 3.1.5           Bank Accounts, Etc.
     Schedule 3.1.6           Real Property Owned or Leased
     Schedule 3.1.7           Subleases, etc.
     Schedule 3.1.8           Accounts Receivable
     Schedule 3.1.9           Other Material Liabilities
     Schedule 3.1.10          Tax Return Audits
     Schedule 3.1.12          Employee Benefit Plans
     Schedule 3.1.13          Noncompliance with Legal Requirements; Government
                              Authorizations
     Schedule 3.1.14          Legal Proceedings
     Schedule 3.1.15          Material Changes or Events
     Schedule 3.1.16          Material Contracts
     Schedule 3.1.17(b)       Alternative Insurance Arrangements
     Schedule 3.1.17(c)       Exceptions to Insurance Representations
     Schedule 3.1.18          Employee Information
     Schedule 3.1.20(b)       Material Intellectual Property Rights Contracts
     Schedule 3.1.23          Interests of Related Persons
     Schedule 3.1.25          Exceptions to Environmental Representations
</TABLE>
<PAGE>

<TABLE>
     <S>                      <C>
     Schedule 3.1.27          Product Warranties, Terms and Conditions
     Schedule 3.1.29(a)(i)    Substantial Customers
     Schedule 3.1.29(a)(ii)   Track Promotions
     Schedule 3.1.29(b)       Changes in Customers
     Schedule 3.1.29(c)       Substantial Suppliers
     Schedule 3.1.29(d)       Changes in Suppliers
     Schedule 3.1.31          Distributions
     Schedule 4.2             Exceptions to Buyer's Representations
     Schedule 5.6(a)          Excluded Assets
     Schedule 5.6(d)          Severance payments
</TABLE>
<PAGE>

          THIS PURCHASE AGREEMENT (together with all Schedules, Exhibits,
amendments and supplements thereto, the "Agreement") is made as of March 17,
2000, by and among Royster-Clark Resources, LLC., a Delaware limited liability
company ("Buyer"), and G. Waddy Garrett, an individual residing at  11 Old
Bridge Lane, Richmond, VA 23229 ("Seller").

                                   RECITALS

          The Seller desires to sell to Buyer, and Buyer desires to purchase
from Seller, all of Seller's equity interest (the "Interest") in Petersburg
Agri-Terminal Associates, a general partnership organized under the laws of the
Commonwealth of Virginia with its principal place of business c/o Alliance
Agronomics Corp., 7104 Mechanicsville Turnpike, Mechanicsville, VA 23111 (the
"Partnership"), for the consideration and on the terms and conditions set forth
in this Agreement.

                                   AGREEMENT

          The parties, intending to be legally bound, agree as follows:

          ARTICLE 1.  DEFINITIONS

          For purposes of this Agreement, the following terms have the meanings
specified or referred to in this Article 1:

          "Agreement" -- as defined in the first paragraph hereof.
           ---------

          "Assignment" -- as defined in Section 2.2.
           ----------

          "Applicable Contract" --  any Contract (a) under which the Partnership
           -------------------
has or may acquire any rights, (b) under which the Partnership has or may become
subject to any obligation or liability, or (c) by which any asset owned or used
by the Partnership is or may become bound.

          "Breach" -- a "Breach" of a representation, warranty, covenant,
           ------
obligation, or other provision of this Agreement or any certificate delivered
pursuant to this Agreement will be deemed to have occurred if there is or has
been any breach of, or any failure to perform or comply with, such
representation, warranty, covenant, obligation, or other provision.

          "Business Day" -- any day (other than a Saturday, Sunday or public
           ------------
holiday in the Borough of Manhattan, City of New York) on which banking
institutions in New York City are not required or permitted by law or executive
order to close.

          "Buyer" -- as defined in the first paragraph of this Agreement.
           -----
<PAGE>

          "Claim" -- as defined in Section 8.7.
           -----

          "Closing" -- as defined in Section 2.4.
           -------

          "Closing Date" -- the date and time as of which the Closing actually
           ------------
takes place.

          "Company" -- Alliance Agronomics, Inc., a Virginia corporation.
           -------

          "Contemplated Transactions" -- all of the transactions contemplated by
           -------------------------
this Agreement, including, without limitation, the sale of the Interest by the
Seller to Buyer; Buyer's acquisition and ownership of the Interest and exercise
of control over the Partnership; the execution, delivery and performance of the
Seller's Release, the Partnership Release, the Petersburg Environmental
Obligations Agreement and the Petersburg Escrow Agreement; and the performance
by the parties hereto of their respective covenants, agreements and obligations
hereunder and thereunder.

          "Contract" -- any agreement, contract, obligation, promise, or
           --------
undertaking (whether written or oral and whether express or implied).

          "Control Person" -- as to any entity, any Person who controls such
           --------------
entity within the meaning of the Securities Act  of 1933, as amended, or the
Securities and Exchange Act of 1934, as amended, and the rules and regulations
promulgated thereunder.

          "Damages" -- as defined in Section 7.2.
           -------

          "Encumbrance" -- any mortgage, easement, servitude, right of way,
           -----------
charge, claim, equitable interest, lien, option, pledge, security interest,
right of first refusal, or restriction of any kind, including any restriction on
use, voting, transfer, or exercise of any other attribute of ownership.

          "Environment" -- soil, land surface or subsurface strata, surface
           -----------
waters (including navigable waters, ocean waters, streams, ponds, drainage
basins, and wetlands), groundwaters, drinking water supply, stream sediments,
ambient air (including indoor air), plant and animal life, and any other
environmental medium or natural resource.

          "Environmental Claim" -- means any actual or reasonably anticipated
           -------------------
claim, action, cause of action, investigation or written notice, order,
direction or requirement by any Person alleging potential liability or remedy,
whether civil, administrative, criminal or quasi-criminal (including, without
limitation, potential liability for investigatory costs, cleanup, remediation or
preventive costs, governmental response costs, natural resources damages,
property damages, personal injuries, fines, penalties or monetary and non-
monetary sanctions) arising out of, based on or resulting from (a) the presence
or Release or Threat of Release of any Hazardous Materials at any location or
(b) circumstances forming the basis of any violation of any Environmental Laws.

                                       2
<PAGE>

          "Environmental, Health, and Safety Liabilities" -- any cost, damages,
           ---------------------------------------------
expense, liability, obligation, or other responsibility arising from or under
Environmental Laws or Occupational Safety and Health Laws and consisting of or
relating to:

          (a)  any environmental, health, or safety matters or conditions
(including, without limitation, on-site or off-site contamination, pollution
control, occupational safety and health, natural resources, and regulation of
chemical substances or products);


          (b)  fines, penalties, judgments, awards, settlements, legal or
administrative proceedings, damages, losses, claims, demands and response,
investigative, remedial, or inspection costs and expenses arising under
Environmental Laws or Occupational Safety and Health Laws;

          (c)  financial responsibility under Environmental Laws or Occupational
Safety and Health Laws for cleanup costs or corrective action, including any
investigation, cleanup, removal, containment, or other remediation or response
actions ("Cleanup") required by or pursuant to applicable Environmental Laws or
Occupational Safety and Health Laws (whether or not such Cleanup has been
required or requested by any Governmental Body or any other Person) and for any
natural resource damages; or

          (d)  any other compliance, corrective, investigative, or remedial
measures required under Environmental Laws or Occupational Safety and Health
Laws.

          The terms "removal," "remedial," "response action," and "corrective
action" include the types of activities covered by the United States
Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C.
(S) 9601 et seq., as amended ("CERCLA") and the Resource Conservation and
Recovery Act, 42 U.S.C. (S) 6901 et. seq., as amended ("RCRA").

          "Environmental Laws" -- means all United States federal, interstate,
           ------------------
state, and local laws, common law, guidelines, permits, agreements, licenses,
Orders, by-laws, rules, regulations and restrictions of any kind by any
Governmental Body relating to pollution or protection of human health or the
environment, including, without limitation, laws relating to Releases or
Threatened Releases of Hazardous Materials, pollution control, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
transport, handling or disposal of Hazardous Materials or the clean-up thereof
and the Comprehensive Environmental Response Compensation and Liability Act of
1980, as amended, but not including the Occupational Safety and Health Act of
1970, as amended.

          "ERISA" -- the Employee Retirement Income Security Act of 1974, as
           -----
amended, or any successor law, and regulations and rules issued pursuant to that
Act or any successor law.

          "ERISA Affiliate" -- as defined in Section 3.1.12.
           ---------------

                                       3
<PAGE>

          "Facility" -- any real property, leaseholds, or other interests
           --------
currently or formerly owned or operated by the Partnership and any buildings,
plants or structures currently or formerly owned or operated by the Partnership
including, without limitation, all land, buildings and improvements at the
Partnership's Petersburg, Virginia terminal distribution and storage facility,
as more particularly described on Schedule 3.1.6 hereto.
                                  --------------

          "Governmental Authorization" -- any approval, consent, license,
           --------------------------
permit, waiver, or other authorization issued, granted, or given pursuant to any
Legal Requirement.

          "Governmental Body" -- any nation, state, county, city, town, village,
           -----------------
district, or other jurisdiction of any nature; federal, state, local, municipal,
foreign, or other government; governmental or quasi-governmental authority of
any nature (including any governmental agency, branch, department, official, or
entity and any court or other tribunal); multi-national organization or body; or
body exercising, or entitled to exercise, any administrative, executive,
judicial, legislative, police, regulatory, or taxing authority or power of any
nature.

          "Hazardous Activity" -- the distribution, generation, handling,
           ------------------
importing, management, manufacturing, processing, production, refinement,
Release, storage, transfer, transportation, treatment, disposal or use
(including any withdrawal or other use of groundwater) of Hazardous Materials
in, on, under, about, or from the Facility or any part thereof into or in the
Environment, and any other act, business, operation, or thing that increases the
damages, or risk of damages, or poses an unreasonable risk of harm to Persons or
property on or off the Facility or that may affect the value of the Facility or
the Partnership or that may result in an Environmental, Health, and Safety
Liability.

          "Hazardous Materials" -- means (i) all substances defined, listed,
           -------------------
regulated or otherwise classified as "Hazardous Substances", "Hazardous
Materials", "Hazardous Wastes", "Toxic Substances", "Pesticides", "Oils",
"Pollutants" or "Contaminants" in the National Oil and Hazardous Substances
Pollution Contingency Plan, 40 C.F.R.300.5, or under any other Environmental
Law, or (ii) wastes, pollutants, contaminants and substances listed, classified
or regulated as such and that could form the basis for an Environmental Claim
under any Environmental Law, or (iii) petroleum or petroleum-derived substances,
methane, natural gas, any flammable substances or explosives, radioactive
materials, asbestos or asbestos - containing material, polychlorinated biphenyls
("PCB") or PCB - containing materials, or (iv) nitrogen or phosphorus containing
substances.

          "Intellectual Property Assets" -- as defined in Section 3.1.20.
           ----------------------------

          "Interest" -- as defined in the recitals.
           --------

          "IRC" -- the Internal Revenue Code of 1986, as amended to the date
           ---
hereof and regulations issued by the IRS pursuant to the IRC.

                                       4
<PAGE>

          "IRS" -- the United States Internal Revenue Service or any successor
           ---
agency, and, to the extent relevant, the United States Department of the
Treasury.

          "Knowledge" -- an individual will be deemed to have "Knowledge" of a
           ---------
particular fact or other matter if such individual is actually aware of such
fact or other matter. The Partnership will be deemed to have "Knowledge" of a
particular fact or other matter if any individual who is listed on Schedule 1.1
                                                                   ------------
has Knowledge of such fact or other matter.

          "Legal Requirement" -- any federal, state, local, municipal, foreign,
           -----------------
international, multinational, or other administrative Order, constitution, law,
ordinance, principle of common law, rule, regulation, statute, or treaty, and
specifically including Environmental Laws and Occupational Safety and Health
Laws.

          "Material Contract" -- any Applicable Contract which, if breached or
           -----------------
terminated, will or is reasonably likely to result in a change or effect which
is or is likely to be materially adverse to the business, financial condition,
or results of operations of the Partnership.

          "Occupational Safety and Health Laws" -- any Legal Requirement
           -----------------------------------
designed to provide safe and healthful working conditions and to reduce
occupational safety and health hazards.

          "Order" -- any award, decision, injunction, judgment, order, ruling,
           -----
subpoena, or verdict entered, issued, made, or rendered by any court,
administrative agency, or other Governmental Body or by any arbitrator.

          "Ordinary Course of Business" -- an action taken by the Partnership
           ---------------------------
will be deemed to have been taken in the "Ordinary Course of Business" only if
(a) such action is consistent with the past practices of the Partnership and is
taken in the ordinary course of its normal day-to-day operations; and (b)  such
action is not required to be specifically authorized by the partners of the
Partnership.

          "Organizational Documents" -- (a) the articles or certificate of
           ------------------------
incorporation and the bylaws of a corporation; (b) the partnership agreement and
any statement of partnership of a general partnership; (c) the limited
partnership agreement and the certificate of limited partnership of a limited
partnership; (d) any charter or similar document adopted or filed in connection
with the creation, formation, or organization of a Person; and (e) any amendment
to any of the foregoing.

          "Partnership" -- as defined in the Recitals.
           -----------

          "Partnership Agreement" -- the Amended and Restated Partnership
           ---------------------
Agreement dated January 1, 1990, between Seller and the Company, a copy of which
is annexed hereto as Schedule 1.2.
                     ------------

                                       5
<PAGE>

          "Partnership Release" -- as defined in Section 2.2(b)(iii).
           -------------------

          "PBGC"  -- as defined in Section 3.1.12(c).
           ----

          "Person" -- any individual, corporation (including any non-profit
           ------
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, labor union, or other entity
or Governmental Body.

          "Petersburg Environmental Obligations Agreement" -- as defined in
           ----------------------------------------------
Section 2.2(c).

          "Petersburg Escrow" -- as defined in Section 2.2(c).
           -----------------

          "Petersburg Escrow Agreement" -- as defined in Section 2.2(c).
           ---------------------------

          "Plan" -- as defined in Section 3.1.12.
           ----

          "Proceeding" -- any action, arbitration, audit, hearing,
           ----------
investigation, litigation, or suit (whether civil, criminal, administrative,
investigative, or informal) commenced, brought, conducted, or heard by or
before, or otherwise involving, any Governmental Body or arbitrator.

          "Proprietary Rights Agreement" -- as defined in Section 3.1.18.
           ----------------------------

          "Purchase Price" -- as defined in Section 2.1.
           --------------

          "Related Person" -- with respect to an individual: (a) each other
           --------------
member of such individual's Family; (b) any Person that is directly or
indirectly controlled by such individual or one or more members of such
individual's Family; (c) any Person in which such individual or members of such
individual's Family hold (individually or in the aggregate) a Material Interest;
and (d) any Person with respect to which such individual or one or more members
of such individual's Family serves as a director, officer, partner, executor, or
trustee (or in a similar capacity).

          With respect to a Person other than an individual: (a) any Person that
directly or indirectly controls, is directly or indirectly controlled by, or is
directly or indirectly under common control with such specified Person; (b) any
Person that holds a Material Interest in such specified Person; (c) each Person
that serves as a director, officer, partner, executor, or trustee of such
specified Person (or in a similar capacity); (d) any Person in which such
specified Person holds a Material Interest; (e) any Person with respect to which
such specified Person serves as a general partner or a trustee (or in a similar
capacity); and (f) any Related Person of any individual described in clause (b)
or (c).

          For purposes of this definition, (a) the "Family" of an individual
includes (i) the individual, (ii) the individual's spouse and former spouses,
(iii) any other natural person who is

                                       6
<PAGE>

related to the individual or the individual's spouse within the second degree,
and (iv) any other natural person who resides with such individual, and (b)
"Material Interest" means direct or indirect beneficial ownership (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934) of voting securities or
other voting interests representing at least 5% of the outstanding voting power
of a Person or equity securities or other equity interests representing at least
5% of the outstanding equity securities or equity interests in a Person.

          "Release" -- means any release, spill, emission, discharge, leaking,
           -------
pumping, injection, deposit, disposal, dispersal, leaching or migration into the
environment (including, without limitation, ambient air, surface water,
groundwater and surface or subsurface strata) or into or out of any property,
including the movement of Hazardous Materials through or in the air, soil,
surface water, groundwater, environment or property.

          "Representative" -- with respect to a particular Person, any director,
           --------------
officer, employee, agent, consultant, advisor, or other representative of such
Person, including legal counsel, accountants, and financial advisors.

          "Seller" -- as defined in the first paragraph of this Agreement.
           ------

          "Seller's Release" -- as defined in Section 2.2(a)(ii).
           ----------------

          "Shares" -- as defined in Section 6.1.
           ------

          "Stock Purchase Agreement" -- as defined in Section 6.1.
           ------------------------

          "Subsidiary" -- with respect to any Person (the "Owner"), any
           ----------
corporation or other Person of which securities or other interests having the
power to elect a majority of that corporation's or other Person's board of
directors or similar governing body, or otherwise having the power to direct the
business and policies of that corporation or other Person (other than securities
or other interests having such power only upon the happening of a contingency
that has not occurred) are held by the Owner or one or more of its Subsidiaries;
when used without reference to a particular Person, "Subsidiary" means a
Subsidiary of the Partnership.

          "Tax" -- any federal, state, local or foreign tax, including income,
           ---
gross receipts, windfall profits, value added, ad valorem, profits, payroll,
stamp, occupational, premium, severance, property, production, sales, use,
license, excise, franchise, employment, withholding or similar taxes.

          "Tax Return" -- any return (including any information return), report,
           ----------
statement, schedule, notice, form, or other document or information filed with
or submitted to, or required to be filed with or submitted to, any Governmental
Body in connection with the determination, assessment, collection, or payment of
any Tax or in connection with the administration, implementation, or enforcement
of or compliance with any Legal Requirement relating to any Tax.

                                       7
<PAGE>

          "Threatened" -- a claim, Proceeding, dispute, action, or other matter
           ----------
will be deemed to have been "Threatened" if any demand, statement or notice has
been given(orally or in writing) or other overt indication has been made, that
would lead a prudent Person to conclude that such a claim, Proceeding, dispute,
action, or other matter is reasonably likely to be asserted, commenced, taken,
or otherwise pursued in the future.

          "Threat of Release" -- a substantial likelihood of a Release that may
           -----------------
require action in order to prevent or mitigate damage to the Environment that
may result from such Release.

          "Trade Secrets" -- as defined in Section 3.1.20(a)(iv).
           -------------

          ARTICLE 2.  SALE AND TRANSFER OF INTEREST; CLOSING

          2.1  SALE OF INTEREST

          At the Closing, the Seller shall sell and transfer the Interest to
Buyer, and Buyer shall purchase the Interest from the Seller, upon the terms set
forth in this Agreement. The purchase price (the "Purchase Price") for the
Interest shall be Three Million Five Hundred Thousand Dollars ($3,500,000.00).

          2.2  CLOSING

          The Contemplated Transactions will be consummated at a closing (the
"Closing") to be held at the offices of McGuire, Woods, Battle & Boothe LLP at
10:00 AM on March 17, 2000 or at such other time and place as the parties may
agree. At the Closing:

          (a)  The Seller will deliver to Buyer:

               (i)  an assignment of the Interest in form and substance
satisfactory to Buyer and in compliance with the provisions of the Partnership
Agreement, for transfer to Buyer (the "Assignment"); and

               (ii) a mutual release in the form attached as Exhibit 1 hereto
                                                             ---------
("Mutual Release") executed by Seller.

          (b)  Buyer will deliver to Seller:

                                       8
<PAGE>

                (i)  a bank cashier's or certified check in the amount of the
Purchase Price, minus the Petersburg Escrow amount, payable to the order of, or
confirmation of wire transfer in such amount to any account which was specified
in writing to the Buyer by Seller at least three (3) Business Days prior to the
Closing; and

                (ii) a Mutual Release executed by Buyer.

          (c)   Buyer and Seller will enter into an escrow agreement in the form
attached as Exhibit 2 hereto (the "Petersburg Escrow Agreement") with First
            ---------
Union National Bank as Escrow Agent; and Buyer will deliver the sum of
$300,000.00 (the "Petersburg Escrow") to the Escrow Agent by bank cashier's
check or wire transfer to the account specified by such Escrow Agent by notice
to Buyer in writing prior to the Closing.

          (d)   Buyer and Seller will enter into an Environmental Obligations
Agreement in the form annexed hereto as Exhibit 3 (the "Petersburg Environmental
                                        ---------
Obligations Agreement").

          ARTICLE 3.  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

          3.1   REPRESENTATIONS AND WARRANTIES AS TO THE PARTNERSHIP

          The Seller hereby represents and warrants to Buyer as follows:

          3.1.1 ORGANIZATION AND GOOD STANDING

          (a)   The Partnership is a general partnership duly organized, validly
existing, and in good standing under the partnership laws of the Commonwealth of
Virginia, with full power and authority to conduct its business as it is now
being conducted, to own or use the properties and assets that it purports to own
or use, and to perform all its obligations under Applicable Contracts. The
Partnership is duly qualified to do business and is in good standing under the
laws of each state or other jurisdiction where the failure so to qualify would
have a material adverse effect on its financial condition, business, assets or
results of operations.

          (b)   The Partnership has made available to Buyer copies of all of its
Organizational Documents, as currently in effect.

          3.1.2 AUTHORITY; NO CONFLICT

                                       9
<PAGE>

          (a)   This Agreement has been duly executed and delivered by Seller.

          (b)   Neither the execution and delivery of this Agreement nor the
consummation or performance of any of the Contemplated Transactions will,
directly or indirectly (with or without notice or lapse of time or both):

                (i)   contravene, conflict with, or result in a violation of any
provision of the Organizational Documents of the Partnership;

                (ii)  contravene, conflict with, or result in a violation of, or
give any Governmental Body or other Person the right to challenge any of the
Contemplated Transactions or to exercise any remedy or obtain any relief under,
any Legal Requirement or any Order to which the Partnership or any of the assets
owned or used by it, may be subject;

                (iii) contravene, conflict with, or result in a violation of any
of the terms or requirements of, or give any Governmental Body the right to
revoke, withdraw, suspend, cancel, terminate, or modify, any Governmental
Authorization that relates to the business of the Partnership or that otherwise
relates to any assets owned or used by the Partnership;

                (iv)  contravene, conflict with, or result in a violation or
breach of any provision of, or give any Person the right to declare a default or
exercise any remedy under, or to accelerate the maturity or performance of, or
to cancel, terminate, or modify, any Material Contract; or

                (v)   result in the imposition or creation of any Encumbrance
upon or with respect to the Interest or any of the assets owned or used by the
Partnership.

          (c)   Except as set forth in Schedule 3.1.2, neither Seller nor the
                                       --------------
Partnership is or will be required to give any notice to or obtain any Consent
from any Person in connection with the execution and delivery of this Agreement
or the consummation or performance of any of the Contemplated Transactions which
has not been previously given or obtained.

          3.1.3 CAPITALIZATION

          Seller is and will be on the Closing Date the exclusive record and
beneficial owner and holder of the Interest, free and clear of all Encumbrances.
The Interest represents approximately a Ninety-One Percent (91%) equity interest
in the Partnership, all of the remaining equity interest in the Partnership
being owned beneficially and of record by a wholly-owned subsidiary of the
Company free and clear of all Encumbrances. There are no Contracts (other than
the Partnership Agreement) relating to the issuance, sale, or transfer of any
equity securities or other securities of the Partnership. Neither the Interest
nor any other outstanding partnership interest, equity securities or other
securities of the Partnership have been issued in

                                       10
<PAGE>

violation of the Securities Act of 1933, as amended, or any other Legal
Requirement. Upon Buyer's acquisition from Seller of all of the outstanding
capital stock of the Company as described in Section 5.8 below, Buyer and the
Company shall be the owners of 100% of the equity of the Partnership free and
clear of all Encumbrances. Except as set forth on Schedule 3.1.3, the
                                                  --------------
Partnership has no Subsidiaries and does not own, or have any Contract to
acquire, any equity securities or other securities of any Person, or any direct
or indirect equity interest in any other business.

          3.1.4 [Intentionally left blank]

          3.1.5 BOOKS AND RECORDS; BANK AND BROKERAGE ACCOUNTS, ETC.; ACCESS

          Except as set forth on Schedule 3.1.5, the books of account, record
                                 --------------
books, and other records of the Partnership, all of which have been made
available to Buyer, are complete and correct and contain accurate and complete
records of all meetings held of, and action taken by, the partners of the
Partnership requiring specific approval of the partners thereof under the
Partnership Agreement or under applicable law.  On the Closing Date, all of
those books and records will be in the possession of the Partnership.  Schedule
                                                                       --------
3.1.5 sets forth a complete list of all bank, brokerage, mutual fund, money
-----
market and other financial services accounts maintained by the Partnership and
the identity of all authorized signatories thereon. Seller has and has caused
the Partnership and its Representatives to, (a) afford Buyer and its
Representatives full and free access to personnel, properties, contracts, books
and records, and other documents and data, (b) furnish Buyer and Buyer's
Representatives with copies of all such Contracts, books and records, and other
existing documents and data as Buyer may have reasonably requested, and (c)
furnish Buyer and Buyer's Representatives with such additional financial,
operating, and other data and information (including, without limitation,
accountants' work papers)  as Buyer may have reasonably requested.

          3.1.6 TITLE TO PROPERTIES; ENCUMBRANCES

          Schedule 3.1.6 contains a complete and accurate list of all real
          --------------
property, leaseholds, or other interests therein owned or operated by the
Partnership. Seller has delivered or made available to Buyer copies of the
deeds, leases and other instruments (as recorded, where applicable) by which the
Partnership acquired such real property, leaseholds and interests, and copies of
all title insurance policies, opinions, abstracts, and surveys in the possession
of Seller or the Partnership and relating to such property, leaseholds or
interests. The Partnership owns (with good and marketable title in the case of
real property , subject only to the matters permitted by the following sentence)
all the properties and assets (whether real, personal, or mixed and whether
tangible or intangible) that are located at the Facility, and such properties
and assets constitute all of the properties and assets owned or used by the
Partnership. All of the properties and assets owned by the Partnership are
listed in Schedule 3.1.6. All such properties and assets are free and clear of
          --------------
all Encumbrances and are not, in the case of real property, subject to any

                                       11
<PAGE>

rights of way, building use restrictions, exceptions, variances, easements,
Encumbrances, reservations, or limitations of any nature except, with respect to
all such properties and assets, (a) mortgages or security interests described on
Schedule 3.1.6 securing specified liabilities or obligations, with respect to
--------------
which no default (or event that, with notice or lapse of time or both, would
constitute a default) exists, (b) liens for current taxes not yet due, and (c)
with respect to real property, (i) minor imperfections of title, if any, none of
which is substantial in amount, materially detracts from the value or materially
impairs the use of the property subject thereto, or materially impairs the
operations of the Partnership, (ii) zoning laws and other land use restrictions
that do not impair the present or anticipated use of the property subject
thereto, (iii) mechanics', carriers', workers', repairers' and other similar
liens arising as a matter of law, which are not material in nature or amount,
(iv) encumbrances of record that are disclosed in title commitments and title
documents provided to Buyer, and (v) exceptions shown on surveys provided by
Sellers or the Acquired Companies to Buyer, or otherwise obtained by Buyer,
prior to the Closing Date; and (e) those items listed on Schedule 3.1.6. All
                                                         --------------
buildings, plants, and structures owned by the Partnership lie wholly within the
boundaries of the real property owned by the Partnership and do not encroach
upon the property of, or otherwise conflict with the property rights of, any
other Person.

          3.1.7 CONDITION AND SUFFICIENCY OF ASSETS

          (a)   The buildings, plants, structures, and equipment owned, leased
or otherwise used or operated by the Partnership are structurally sound, are in
good operating condition and repair, and are adequate for the uses to which they
are being put, and none of such buildings, plants, structures, or equipment is
in need of maintenance or repairs except for ordinary, routine maintenance and
repairs that are not material in nature or cost. The building, plants,
structures, and equipment owned, leased or otherwise used or operated by the
Partnership are sufficient for the continued conduct of the Partnership's
business after the Closing in substantially the same manner as conducted prior
to the Closing. Except as set forth in Schedule 3.1.7, there are no subleases,
                                       --------------
space-sharing agreements or other similar arrangements giving or purporting to
give any Person any rights relating to any of the Partnership's real property,
whether owned or leased, that are not terminable by the Partnership without
cause on less than 6 months' notice.

          (b)   The Partnership has no inventory of any kind.

          3.1.8 ACCOUNTS RECEIVABLE

          All accounts receivable of the Partnership on the accounting records
of the Partnership as of the Closing Date (collectively, the "Accounts
Receivable") represent or will represent valid obligations arising from sales
actually made or services actually performed in the Ordinary Course of Business.

          3.1.9 NO UNDISCLOSED LIABILITIES

                                       12
<PAGE>

          Except as set forth in Schedule 3.1.9, as of the Closing Date the
                                 --------------
Partnership has no liabilities or obligations in excess of $10,000, in the
aggregate.

          3.1.10  TAXES

          (a)     The Partnership has filed or caused to be filed (on a timely
basis since January 1, 1996) all Tax Returns that are or were required to be
filed by or with respect to it, either separately or as a member of a group,
pursuant to applicable Legal Requirements. Seller has delivered or made
available to Buyer copies of all such Tax Returns filed since December 31, 1997.
The Partnership has paid, or made provision for the payment of, all Taxes that
have become due as shown in those Tax Returns, or otherwise.

          (b)     The United States federal and state Tax Returns of the
Partnership has been audited by the IRS or relevant state tax authorities or are
closed by the applicable statute of limitations for all taxable years through
December 31, 1995. Schedule 3.1.10 contains a complete and accurate list of all
                   ---------------
audits of all such Tax Returns, including a reasonably detailed description of
the nature and outcome of each audit. All deficiencies proposed as a result of
such audits have been paid, reserved against, settled, or, as described in
Schedule 3.1.10, are being contested in good faith by appropriate proceedings.
---------------
Except as described in Schedule 3.1.10, neither Seller nor the Partnership has
                       ---------------
given or been requested to give waivers or extensions (or is or would be subject
to a waiver or extension given by any other Person) of any statute of
limitations relating to the payment of Taxes of any Partnership or for the any
Partnership may be liable.

          (c)     The charges, accruals, reserves and receivables with respect
to Taxes on the books of the Partnership are adequate and are at least equal to
the Partnership's liability for Taxes. There exists no proposed tax assessment
against the Partnership except as disclosed in the Closing Balance Sheet or
Schedule 3.1.10 and Seller has no Knowledge of any basis for any such
---------------
assessment. No consent to the application of Section 341(f)(2) of the IRC has
been filed with respect to any material property or assets held, acquired, or to
be acquired by the Partnership. All Taxes that the Partnership is or was
required by Legal Requirements to withhold or collect have been duly withheld or
collected and, to the extent required, have been paid to the proper Governmental
Body or other Person.

          (d)     All Tax Returns filed by (or that include on a consolidated
basis) the Partnership are true, correct and complete. There is no tax sharing
agreement that will require any payment by the Partnership after the date of
this Agreement. The Partnership has not given a power of attorney to any Person,
which is still in effect.

          3.1.11  NO MATERIAL ADVERSE CHANGE

          Since December 31, 1999, there has not been any material adverse
change in the

                                       13
<PAGE>

business, operations, properties, prospects, assets, or condition of the
Partnership and no event has occurred or circumstance exists that is reasonably
likely to result in such a material adverse change or which may materially
impair or impede the ability of the Partnership to conduct its business in the
Ordinary Course of Business after the Closing Date and Seller has no Knowledge
of any basis for any such material adverse change or event or circumstances.

          3.1.12  EMPLOYEE BENEFITS

          (a)     There are no deferred compensation, bonus or other incentive
compensation plans, programs, agreements or arrangements; severance or
termination pay, medical, surgical, hospitalization, life insurance or other
"welfare" plans, funds or programs (within the meaning of Section 3(1) of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA")), profit-
sharing or other "pension" plans, funds or programs (within the meaning of
Section 3(2) of ERISA), employment, termination or severance agreements, or
other employee benefit plans, funds, programs, agreements or arrangements that
are sponsored, maintained or contributed to or required to be contributed to by
the Partnership or by any trade or business, whether or not incorporated (an
"ERISA Affiliate"), that together with the Partnership would be deemed a "single
employer" within the meaning of Section 4001 (b) of ERISA, or to which the
Partnership or an ERISA Affiliate is party, whether written or oral, for the
benefit of any employee or former employee of the Partnership. Neither the
Partnership nor any ERISA Affiliate has any commitment or formal plan, whether
legally binding or not, to create any employee benefit plans that would affect
any employee or former employee of the Partnership. At no time has the
Partnership maintained or been a party to a multi-employer plan as defined in
(S) 4001(a)(3) of ERISA.

          (b)     No liability under Title IV or Section 302 of ERISA has been
incurred by the Partnership or any ERISA Affiliate that has not been satisfied
in full, and no condition exists that presents a material risk to the
Partnership or any ERISA Affiliate of incurring any such liability.

          (c)     The consummation of the transactions contemplated by this
Agreement will not, either alone or in combination with another event, (i)
entitle any Person affiliated with the Partnership or any ERISA Affiliate to
severance pay, unemployment compensation or any other payment, or (ii)
accelerate the time of payment or vesting, or increase the amount of
compensation due any such Person.

          3.1.13  COMPLIANCE WITH LEGAL REQUIREMENTS; GOVERNMENTAL
                  AUTHORIZATIONS

          (a)     Except as set forth in Schedule 3.1.13:
                                         ---------------

                                      14
<PAGE>

               (i)    the Partnership is, and at all times since December 31,
1993 has been, in material compliance with each Legal Requirement that is or was
applicable to it or to the conduct or operation of its business or the ownership
or use of any of its assets;

               (ii)   no event has occurred or circumstance exists that (with or
without notice or lapse of time or both) (A) shall constitute or result in a
violation by the Partnership of, or a failure on the part of the Partnership to
comply with, any Legal Requirement in all material respects, or (B) shall give
rise to any obligation on the part of the Partnership to undertake, or to bear
all or any portion of the cost of, any remedial action of any nature; and

               (iii)  the Partnership has not received any notice or other
communication from any Governmental Body or any other Person regarding (A) any
violation of, or failure to comply with, any Legal Requirement, or (B) any
obligation on the part of the Partnership to undertake, or to bear all or any
portion of the cost of, any remedial action of any nature.

          (b)  Schedule 3.1.13 contains a complete and accurate list of each
               ---------------
Governmental Authorization that is held by the Partnership or that otherwise
relates to the business of, or to any of the assets owned or used by, the
Partnership. Each Governmental Authorization listed or required to be listed in
Schedule 3.1.13 is valid and in full force and effect. Except as set forth in
---------------
Schedule 3.1.13:
---------------

               (i)    the Partnership is, and at all times since December 31,
1993 has been, in material compliance with the terms and requirements of each
Governmental Authorization identified or required to be identified in Schedule
                                                                      --------
3.1.13.
------

               (ii)   no event has occurred or circumstance exists that shall
(A) constitute or is reasonably likely to result directly or indirectly in a
violation of, or a failure to comply with, any term or requirement of any
Governmental Authorization listed or required to be listed in Schedule 3.1.13 in
                                                              ---------------
all material respects, or (B) result in the revocation, withdrawal, suspension,
cancellation, or termination of, or any modification to, any Governmental
Authorization listed in Schedule 3.1.13;
                        ---------------

               (iii)  the Partnership has not received, at any time since
December 31, 1993, any notice or other communication from any Governmental Body
or any other Person regarding (A) any violation of, or failure to comply with,
any term or requirement of any Governmental Authorization in any material
respect, or (B) any revocation, withdrawal, suspension, cancellation,
termination of, or modification to any Governmental Authorization listed in
Schedule 3.1.13; and
---------------

               (iv)   all applications required to have been filed for the
renewal of the Governmental Authorizations listed in Schedule 3.1.13 have been
                                                     ---------------
duly filed on a timely basis with the appropriate Governmental Bodies, and all
other filings required to have been made with

                                       15
<PAGE>

respect to such Governmental Authorizations have been duly made on a timely
basis with the appropriate Governmental Bodies.

          (c)     The Governmental Authorizations listed in Schedule 3.1.13
                                                            ---------------
collectively all of the Governmental Authorizations necessary to permit the
Partnership to lawfully conduct and operate its business in the manner it
currently conducts and operates such business and to permit the Partnership to
own and use its assets in the manner in which it currently owns and uses such
assets.

          3.1.14  LEGAL PROCEEDINGS; ORDERS

          (a)     Except as set forth in Schedule 3.1.14, there is no pending
                                         ---------------
Proceeding:

                  (i)    that has been commenced by or against the Partnership
or that otherwise relates to or may affect the business of, or any of the assets
owned or used by, the Partnership; or

                  (ii)   that challenges, or that may have the effect of
preventing, delaying, making illegal, or otherwise interfering with, any of the
Contemplated Transactions.

                  (iii)  To the Knowledge of the Seller and the Partnership, no
such Proceeding has been Threatened. Seller has delivered to Buyer copies of all
pleadings, correspondence, and other documents, if any, relating to each
Proceeding listed in Schedule 3.1.14.
                    ----------------

          (b)     Except as set forth in Schedule 3.1.14:
                                         ---------------

                  (i)    there is no Order to which the Partnership, or any of
the assets owned or used by the Partnership, is subject;


                  (ii)   Seller is not subject to any Order that relates to the
business of, or any of the assets owned or used by, the Partnership; and

                  (iii)  to the Knowledge of Seller and the Partnership, no
officer, director, agent, or employee of the Partnership is subject to any Order
that prohibits such officer, director, agent, or employee from engaging in or
continuing any conduct, activity, or practice relating to the business of the
Partnership as it is presently being conducted.

          (c)     Except as set forth in Schedule 3.1.14:
                                         ---------------


                                       16
<PAGE>

                  (i)    the Partnership is, and at all times since December 31,
1993 has been, in material compliance with all of the terms and requirements of
each Order to which it, or any of the assets owned or used by it, is or has been
subject;

                  (ii)   no event has occurred or circumstance exists that shall
constitute or is reasonably likely to result in a violation of or failure to
comply with any term or requirement of any Order to which the Partnership, or
any of the assets owned or used by the Partnership, is subject; and

                  (iii)  the Partnership has not received, at any time since
December 31, 1993, any notice or other communication (whether oral or written)
from any Governmental Body or any other Person regarding any violation of, or
failure to comply with, any term or requirement of any Order to which the
Partnership, or any of the assets owned or used by the Partnership, is or has
been subject.

          3.1.15  ABSENCE OF CERTAIN CHANGES AND EVENTS

          Except as set forth in Schedule 3.1.15 or pursuant to the Contemplated
                                 ---------------
Transactions, since December 31, 1999, the Partnership has conducted its
businesses in the Ordinary Course of Business and there has not been any:

          (a)     change in the Partnership's capitalization; grant of any
option or right to purchase any equity interest in the Partnership; or
declaration or payment of any distribution or payment in respect of Partnership
interests;

          (b)     amendment to the Organizational Documents of the Partnership;

          (c)     payment or increase by the Partnership of any bonuses,
salaries, or other compensation, except in the Ordinary Course of Business to
any partnership employee or entry into any employment, severance, or similar
Contract with any partner or employee;

          (d)     adoption of, or increase in the payments to or benefits under,
any profit sharing, bonus, deferred compensation, savings, insurance, pension,
retirement, employee benefit or other Plan for or with any partners or employees
of the Partnership;


          (e)     damage to or destruction or loss of any asset or property of
the Partnership whether or not covered by insurance, materially and adversely
affecting the properties, assets, business, financial condition, or prospects of
the Partnership;

          (f)     sale, lease, or other disposition of any material asset or
property of the Partnership or mortgage, pledge, or imposition of any
Encumbrance on any material asset or property of the Partnership;

                                       17
<PAGE>

          (g)     material change in the accounting methods used by the
Partnership;


          (h)     material change in the Partnership's policies or practices
concerning its operations; or

          (i)     agreement, whether oral or written, by the Partnership to do
any of the foregoing.

          3.1.16  CONTRACTS; NO DEFAULTS

          (a)     Schedule 3.1.16 contains a complete and accurate list, and
                  ---------------
Seller has delivered to Buyer true and complete copies, of

          (i)     each Applicable Contract that involves performance of services
or delivery of goods or materials by the Partnership of an amount or value in
excess of $1,000;

          (ii)    each Applicable Contract that was not entered into in the
Ordinary Course of Business and that involves expenditures or receipts of the
Partnership in excess of $1,000;

          (iii)   each lease, rental or occupancy agreement, license,
installment and conditional sale agreement, and other Applicable Contract
affecting the ownership of, leasing of, title to, use of, or any leasehold or
other interest in, any real or personal property (except personal property
leases and installment and conditional sales agreements having a value per item
or aggregate payments of less than $1,000 and with terms of less than one
year);

          (iv)    each licensing agreement or other Applicable Contract with
respect to patents, trademarks, copyrights, or other intellectual property,
including agreements with current or former employees, consultants, or
contractors regarding the appropriation or the non-disclosure of any of the
Intellectual Property Assets;

          (v)     each collective bargaining agreement and other Applicable
Contract to or with any labor union or other employee representative of a group
of employees;

          (vi)    each joint venture, partnership, and other Applicable Contract
(however named) involving a sharing of profits, losses, costs, or liabilities by
the Partnership with any other Person;

          (vii)   each Applicable Contract containing covenants that in any way
purport to restrict the business activity of the Partnership or any Affiliate of
the Partnership or limit the freedom of the Partnership or any Affiliate of the
Partnership to engage in any line of business or to compete with any Person;

                                       18
<PAGE>

               (viii)  each Applicable Contract providing for payments to or by
any Person based on sales, purchases, or profits, other than direct payments for
goods;

               (ix)    each power of attorney that is currently effective and
outstanding;

               (x)     each Applicable Contract entered into other than in the
Ordinary Course of Business that contains or provides for an express undertaking
by the Partnership to be responsible for special, exemplary or consequential
damages;

               (xi)    each Applicable Contract for capital expenditures in
excess of $1,000;

               (xii)   each written warranty, guaranty, and or other similar
undertaking with respect to contractual performance extended by the Partnership
other than in the Ordinary Course of Business;

               (xiii)  each warehouse, safety deposit box and other storage
rental or lease agreement to which the Partnership is a party or pursuant to
which any assets of the Partnership are stored; and

               (xiv)   each amendment, supplement, and modification (whether
oral or written) in respect of any of the foregoing.

          (b)  Except as set forth in Schedule 3.1.16:
                                      ---------------

               (i)     neither the Seller nor any Related Person of Seller has
or may acquire any rights under, and Seller has not and may not become subject
to any obligation or liability under, any Contract that relates to the business
of, or any of the assets or rights owned, used or exercised by, the Partnership;
and

               (ii)    to the Knowledge of Seller and the Partnership, no
officer, director, agent, employee, consultant, or contractor of the Partnership
is bound by any Contract that purports to limit the ability of such officer,
director, agent, employee, consultant, or contractor to (A) engage in or
continue any conduct, activity, or practice relating to the business of the
Partnership or (B) assign to the Partnership or to any other Person any rights
to any invention, improvement, or discovery.

          (c)  Neither Seller nor the Partnership has taken any action that
could result in the termination, or could materially impair the validity or
enforceability of any Contract identified or required to be identified in
Schedule 3.1.16 and neither Seller nor the has any Knowledge of any such action
---------------
having  been taken by any other Person.

          (d)  Except as set forth in Schedule 3.1.16:
                                      ---------------

                                      19
<PAGE>

                 (i)    the Partnership is, and at all times since December 31,
1999 has been, in compliance in all material respects with all applicable terms
and requirements of each Contract under which the Partnership has or had any
obligation or liability or by which the Partnership or any of the assets owned
or used by the Partnership is or was bound;

                 (ii)   each other Person that has or had any obligation or
liability under any Contract under which the Partnership has or had any rights
is, and at all times since December 31, 1999 has been, in compliance in all
material respects with all applicable terms and requirements of such Contract;

                 (iii)  no event has occurred or circumstance exists that (with
or without notice or lapse of time or both) may contravene, conflict with, or is
reasonably likely to result in a violation or breach of, or give the Partnership
or other Person the right to declare a default or exercise any remedy under, or
to accelerate the maturity or performance of, or to cancel, terminate, or
modify, any Applicable Contract; and


                 (iv)   the Partnership has not given to or received from any
other Person, at any time since December 31, 1999 any notice or other
communication (whether oral or written) regarding any actual, alleged, possible,
or potential violation or breach of, or default under, any Contract.

          (e)    There are no renegotiations of, attempts to renegotiate, or
outstanding rights to renegotiate any material amounts paid or payable to the
Partnership under current or completed Contracts with any Person and no such
Person has made written demand for such renegotiation.

          (f)    The Contracts relating to the sale, design, manufacture, or
provision of products or services by the Partnership have been entered into in
the Ordinary Course of Business and have been entered into without the
commission of any act alone or in concert with any other Person, or any
consideration having been paid or promised, that is or would be in violation of
any Legal Requirement.

          3.1.17 INSURANCE

          (a)    Seller has delivered  to Buyer:

                 (i)    true and complete copies of all policies of insurance to
which the Partnership is a party; and

                 (ii)   true and complete copies of all pending applications for
policies of insurance.

          (b)    Schedule 3.1.17(b) lists:
                 ------------------

                                      20
<PAGE>

                  (i)    any self-insurance arrangement by or affecting the
Partnership, including any reserves established thereunder;

                  (ii)   any contract or arrangement, other than a policy of
insurance, for the transfer or sharing of any risk by the Partnership; and

                  (iii)  all obligations of the Partnership to third parties
with respect to insurance (including such obligations under leases and service
agreements) and identifies the policy under which such coverage is provided.

          (c)     Except as noted on Schedule 3.1.17(c):
                                     ------------------

                  (i)    All insurance policies to which the Partnership is a
party or that provide coverage to the Partnership:

                         (A)  are valid and outstanding;

                         (B)  are issued by an insurer that, to the
Partnership's Knowledge, is financially sound and reputable;

                         (C)  are sufficient for compliance with all Legal
Requirements and Applicable Contracts to which the Partnership is a party or by
which it is bound; and

                         (D)  will continue in full force and effect following
the consummation of the Contemplated Transactions.

                  (ii)   Neither Seller nor the Partnership has received (A) any
refusal of coverage or any notice that a defense will be afforded with
reservation of rights, or (B) any notice of cancellation or any other indication
that any insurance policy is no longer in full force or effect or will not be
renewed or that the issuer of any policy is not willing or able to perform its
obligations thereunder.

                  (iii)  All premiums due under each policy to which the
Partnership is a party or that provides coverage to the Partnership have been
paid, and the Partnership has performed all of its obligations thereunder.

                  (iv)   The Partnership has given timely notice to the insurer
of all existing and Threatened claims that may be insured thereby.

                                      21
<PAGE>

          3.1.18  EMPLOYEES

          The Partnership has no employees and never has had any employees.

          3.1.19  LABOR RELATIONS; COMPLIANCE

          The Partnership has not and is not a party to any collective
bargaining or other labor Contract. There has not been, there is not presently
pending or existing, and to Seller's Knowledge, there is not Threatened, (a) any
strike, slowdown, picketing, work stoppage, or employee grievance process,
against or affecting the Partnership (b) any Proceeding against or affecting the
Partnership relating to the alleged violation of any Legal Requirement
pertaining to labor relations or employment matters, including any charge or
complaint filed by an employee or union with the National Labor Relations Board,
the Equal Employment Opportunity Commission, or any comparable Governmental
Body, organizational activity, or other labor or employment dispute against or
affecting the Partnership or its premises, or (c) any application for
certification of a collective bargaining agent relating to the Partnership. To
Seller's Knowledge, no event has occurred or circumstance exists that could
provide the basis for any work stoppage or other labor dispute relating to the
Partnership. The Partnership has complied in all material respects with all
Legal Requirements relating to employment, equal employment opportunity,
nondiscrimination, immigration, wages, hours, benefits, collective bargaining,
the payment of social security and similar taxes, occupational safety and
health, and plant closings. The Partnership is not liable for the payment of any
material compensation, damages, Taxes, fines, penalties, or other amounts,
however designated, for failure to comply with any of the foregoing Legal
Requirements in all material respects.

          3.1.20  INTELLECTUAL PROPERTY

          (a)     The term "Intellectual Property Assets", as to the Partnership
includes:

                  (i)    the name of the Partnership, all fictional business
names, trading names, registered and unregistered trademarks, service marks, and
applications;

                  (ii)   all patents, patent applications, and inventions and
discoveries that may be patentable;

                  (iii)  all copyrights in both published works and unpublished
works; and

                  (iv)   all know-how, trade secrets, confidential information,
customer lists, software, technical information, data, process technology,
plans, drawings, and blue prints (collectively, "Trade Secrets"); owned, used,
or licensed by the Partnership as licensee or licensor.

                                       22
<PAGE>

                  (b)    There are no Material Contracts relating to the
Intellectual Property Assets to which the Partnership is a party or by which the
Partnership is bound.

                  (c)    The Intellectual Property Assets are all those
necessary for the operation of the Partnership business as it is currently
conducted. The Partnership is the owner of all right, title, and interest in and
to each of the Intellectual Property Assets, free and clear of all Encumbrances,
or has the right to use without payment to a third party all of the Intellectual
Property Assets. To the Seller's Knowledge, no partner or employee of the
Partnership has entered into any Contract with anyone other than the Partnership
that restricts or limits in any way the scope or type of work in which the
partner or employee may be engaged or requires the partner or employee to
transfer, assign, or disclose information concerning his work to anyone other
than the Partnership.

                  (d)    The Partnership has good and valid title to the
absolute right to use the Trade Secrets. The Trade Secrets are not in the public
domain or part of the public literature, and, to Seller's Knowledge, have not
been used, divulged, or appropriated either for the benefit of any Person (other
than the Partnership ) or to the detriment of the Partnership. To Seller's
Knowledge, no Trade Secret is subject to any adverse claim or has been
challenged or Threatened in any way.

                  3.1.21 CERTAIN PAYMENTS

                  Neither the Partnership nor any partner, agent, or employee of
the Partnership or any other Person associated with or acting for or on behalf
of the Partnership has directly or indirectly (a) made, in violation of any
Legal Requirement, any contribution, gift, bribe, rebate, payoff, influence
payment, kickback, or other payment to any Person, private or public, regardless
of form, whether in money, property, or services (i) to obtain favorable
treatment in securing business, (ii) to pay for favorable treatment for business
secured, (iii) to obtain special concessions or for special concessions already
obtained, for or in respect of any the Partnership, or (b) established or
maintained any fund or asset that has not been recorded in the books and records
of the Partnership

                  3.1.22 DISCLOSURE

                  No representation or warranty of Seller in this Agreement and
no statement in any Schedule omits to state a material fact necessary to make
the statements herein or therein, in light of the circumstances in which they
were made, not misleading. There does not exist any item or matter involving the
internal operations or conditions of the Partnership of a material nature that
has either not been disclosed to Buyer in this Agreement, the Schedules attached
hereto or any other information furnished to Buyer in connection with the
Contemplated Transactions or has been disclosed in a manner that is intended to
or is likely to mislead Buyer, the result of which could have a material adverse
effect on the business, operations, financial condition or prospects of the
Partnership.

                                       23
<PAGE>

          3.1.23  RELATIONSHIPS WITH RELATED PERSONS

          Except as set forth in Schedule 3.1.23, no Related Person of Seller or
                                 ---------------
the Partnership has any interest in any property (whether real, personal, or
mixed and whether tangible or intangible), used in or pertaining to the
Partnership business.  Except as set forth in Schedule 3.1.23, no Related Person
                                              ---------------
of Seller or the Partnership owns or has since December 31, 1993, owned (of
record or as a beneficial owner) an equity interest or any other financial or
profit interest in, a Person that has (a) had business dealings or a material
financial interest in any transaction with the Partnership or (b) engaged in
competition with the Partnership with respect to any line of services of the
Partnership (a "Competing Business"), other than for non-material interests in a
publicly traded company, in any market presently served by the Partnership.
Except as set forth in Schedule 3.1.23, no Related Person of Seller or the
                       ---------------
Partnership is a party to any Material Contract with, or has any claim or right
against Seller or the Partnership.  Except as set forth in Schedule 3.1.23, no
                                                           ---------------
Related Person of Seller or the Partnership has any outstanding loans from the
Partnership (other than travel and expense advances which do not exceed $1,000
in the aggregate).

          3.1.24  BROKERS OR FINDERS

          Neither the Partnership nor the Seller has incurred any obligation or
liability, contingent or otherwise, for brokerage or finder's fees or agent's
commissions or other similar payment in connection with this Agreement, except
pursuant to an arrangement with Harris Williams & Co., for which Seller shall be
solely responsible, and whose fees, expenses and other charges shall be paid by
Seller.

          3.1.25  ENVIRONMENTAL MATTERS

          Except as set forth in Schedule 3.1.25:
                                 ---------------

          (a)     The Partnership is, and at all times since January 1, 1995 has
been, in full compliance with, and has not been and is not in violation of or
liable under, any Environmental Laws or any Occupational Safety and Health Laws.
Neither Seller nor the Partnership has any basis to expect, nor has either of
them or any other Person for whose conduct they are or may be held to be
responsible received, any actual or Threatened Order, notice, or other
communication from (i) any Governmental Body or private citizen acting in the
public interest, or (ii) the current or prior owner or operator of the Facility,
of any actual or potential violation or failure to comply with any Environmental
Laws or any Occupational Safety and Health Laws, or of any actual or Threatened
obligation to undertake or bear the cost of any Environmental, Health, and
Safety Liabilities with respect to the Facility or any other properties or
assets (whether real, personal, or mixed) in which Seller or the Partnership has
had an interest, or with respect to any offsite property or facility to which
Seller or the Partnership sent or caused to be sent Hazardous Materials for
treatment, storage or disposal that could reasonably be expected to cause Seller
or the Partnership to have any Environmental Health and Safety Liabilities.

                                       24
<PAGE>

          (b)  There are no pending or Threatened claims, Encumbrances, or other
restrictions of any nature, resulting from any Environmental, Health, and Safety
Liabilities or arising under or pursuant to Environmental Laws or Occupational
Safety and Health Laws, with respect to or affecting the Facility or any other
properties and assets (whether real, personal, or mixed) in which Sellers or the
Partnership has or had an interest, that could reasonably be expected to cause
Seller or the Partnership to have any Environmental Health and Safety Liability.

          (c)  Neither Seller nor the Partnership has any basis to expect, nor
has either of them or any other Person for whose conduct they are or may be held
responsible, received, any citation, directive, inquiry, notice, Order, summons,
warning, or other communication that relates to Hazardous Activity, Hazardous
Materials, or any alleged, actual, or potential violation or failure to comply
with any Environmental Laws or Occupational Safety and Health Laws, or of any
alleged, actual, or potential obligation to undertake or bear the cost of any
Environmental, Health, and Safety Liabilities with respect to the Facility or
any other properties or assets (whether real, personal, or mixed) in which
Seller or the Partnership had an interest, or with respect to any off-site
property or facility to which Hazardous Materials for treatment, storage or
disposal.

          (d)  Neither Seller, the Partnership, nor any other Person for whose
conduct they are or may be held responsible, has any Environmental, Health, and
Safety Liabilities with respect to the Facility or with respect to any other
properties and assets (whether real, personal, or mixed) in which Seller or the
Partnership (or any predecessor), has or had an interest, or at any property
hydrologically adjoining the Facility or any such other property or assets.

          (e)  There are no Hazardous Materials present on or in the Environment
at the Facility adjoining property, including any Hazardous Materials contained
in barrels, above or underground storage tanks, landfills, land deposits, dumps,
equipment (whether moveable or fixed) or other containers, either temporary or
permanent, and deposited or located in land, water, sumps, or any other part of
the Facility or such adjoining property, or incorporated into any structure
therein or thereon. Neither Seller, the Partnership nor any other Person for
whose conduct they are or may be held responsible, or any other Person, has
permitted or conducted, or is aware of, any Hazardous Activity conducted with
respect to the Facility or any other properties or assets (whether real,
personal, or mixed) in which Seller or the Partnership has or had an interest,
that could reasonably be expected to cause Seller or the Partnership to have any
Environmental Health or Safety Liability.

          (f)  There has been no Release or Threatened Release, of any Hazardous
Materials at or from the Facility or at any other locations where any Hazardous
Materials were generated, manufactured, refined, transferred, produced,
imported, used, or processed from or by the Facility, or from or by any other
properties and assets (whether real, personal, or mixed) in which Seller or the
Partnership has or had an interest, or any adjoining property, whether by
Seller, the Partnership or any other Person.

                                       25
<PAGE>

          (g)     Sellers has made available to Buyer true and complete copies
and results of any written reports, studies, analyses, tests, or monitoring
possessed or initiated by Seller or the Partnership pertaining to Hazardous
Materials or Hazardous Activities in, on, or under the Facility, or concerning
compliance by Seller, the Partnership, or any other Person for whose conduct
they are or may be held responsible, with Environmental Laws or Occupational
Safety and Health Laws.

          3.1.26  PRODUCTS

          (a)     The Partnership does not manufacture, advertise, market,
warehouse, distribute or sell any products and has never done so.

          3.1.27  WARRANTIES

          Except for warranties under applicable Legal Requirements, (a) there
are no warranties express or implied, written or oral, with respect to the
Partnership's business and (b) there are no pending or, to the Knowledge of
Seller, Threatened claims with respect to any such warranty.

          3.1.28  TERRITORIAL RESTRICTIONS

          The Partnership is not restricted by any written agreement or
understanding with any other Person from carrying on its business anywhere in
the world.  Buyer, solely as a result of its purchase of the Interest from
Seller hereunder, will not thereby become restricted in carrying on the business
of the Partnership anywhere in the world.

          3.1.29  SUBSTANTIAL CUSTOMERS AND SUPPLIERS

          The Partnership has no customers (other than the Company, as tenant)
     or suppliers.

          3.1.30  TRADE INVENTORIES

          The Partnership has no trade inventories.

          3.1.31  PAYMENT OF CERTAIN INDEBTEDNESS

          All indebtedness owed to the Partnership as of the Closing Date by
Seller or any Related Person of Seller has been paid in full.

                                       26
<PAGE>

     3.2  SELLER'S SEPARATE REPRESENTATIONS AND WARRANTIES

          3.2.1 SELLER'S  REPRESENTATIONS AND WARRANTIES

          Seller hereby represents and warrants to Buyer as to himself and the
Interest:

          (a)   that (i) he has the absolute and unrestricted power, authority
and capacity to execute, deliver, and perform this Agreement, the Petersburg
Escrow Agreement and his guarantee obligations under the Petersburg
Environmental Obligations Agreement and to execute and deliver the Assignment
and Seller's Release; (ii) this Agreement, the Assignment, the Petersburg Escrow
Agreement, the Petersburg Environmental Obligations Agreement and Seller's
Release have been duly executed or endorsed and delivered by him and will
constitute his valid and binding obligations enforceable against him in
accordance with their respective terms, except as such enforcement may be
limited by (A) bankruptcy, insolvency or any other laws affecting creditors'
rights generally, or (B) limitations on the availability of equitable remedies;
and (iii) upon execution and delivery of the Assignment and upon payment for the
Interest pursuant to this Agreement, Buyer will acquire good and marketable
title to and become the legal and beneficial owner of the Interest, free and
clear of all Encumbrances; and

          (b)   that the execution, delivery, and performance of this Agreement,
the execution and delivery of the Assignment, the Petersburg Environmental
Obligations Agreement, the Petersburg Escrow Agreement and Seller's Release and
the consummation of the Contemplated Transactions by him will not, with or
without the giving of notice or the passage of time or both (i) violate any
Legal Requirement, currently in effect, applicable to him; (ii) violate any
Order applicable to him; or (iii) result in a breach or default under any
Contract to which he is a party or by which he is bound.

     3.3  EXCLUSIVITY OF REPRESENTATIONS

          3.3.1 NO OTHER REPRESENTATIONS.

          Except for the representations and warranties contained in this
Article 3 (including the Schedules and disclosures made thereon) and in the
certificates delivered by Seller hereunder, Seller makes no express or implied
representation or warranty, and Seller disclaims any such express or implied
representation or warranty, whether by the Partnership or any of its
Representatives or any other Person, with respect to the execution and delivery
of this Agreement or the consummation of the Contemplated Transactions or the
Interest or the business or assets of the Partnership, notwithstanding the
delivery or disclosure to Buyer or any of its Representatives or any other
Person of any documentation or other information with respect to the foregoing.

                                      27
<PAGE>

          ARTICLE 4.  REPRESENTATIONS AND WARRANTIES OF BUYER

          Buyer represents and warrants to Seller as follows:

          4.1  ORGANIZATION AND GOOD STANDING

          Buyer is a limited liability company duly organized, validly existing,
and in good standing under the laws of the State of Delaware.

          4.2  AUTHORITY; NO CONFLICT; COMPETING BUSINESS

          (a)  This Agreement has been duly executed and delivered by Buyer.
This Agreement, the Petersburg Environmental Obligations Agreement, the
Petersburg Escrow Agreement and Buyer's Release constitute legal, valid, and
binding obligations of Buyer, enforceable against Buyer in accordance with their
respective terms. Buyer has the absolute and unrestricted right, power, and
authority to execute and deliver this Agreement and Buyer's Release and to
perform its obligations hereunder and thereunder and to consummate the
Contemplated Transactions. The entry into this Agreement, the Petersburg
Environmental Obligations Agreement, the Petersburg Escrow Agreement and the
consummation of the Contemplated Transactions has been duly authorized by all
necessary action on the part of Buyer.

          (b)  Except as set forth on Schedule 4.2, neither the execution and
                                      ------------
delivery of this Agreement by Buyer nor the consummation or performance of any
of the Contemplated Transactions by Buyer will directly or indirectly, with or
without notice or lapse of time or both, contravene, conflict with or result in
a violation of or give any Person or Governmental Body the right to prevent,
delay, or otherwise interfere with any of the Contemplated Transactions pursuant
to:

               (i)   any provision of Buyer's Organizational Documents;

               (ii)  any resolution adopted by the members or managers of Buyer;

               (iii) any Legal Requirement or Order to which Buyer may be
subject; or

               (iv)  any Contract to which Buyer is a party or by which Buyer
may be bound.

          (c)  Except as set forth in Schedule 4.2, Buyer is not and will not
                                      ------------
be required to give any notice or obtain any Consent from any Person in
connection with the execution and delivery of this Agreement or the consummation
or performance of any of the Contemplated Transactions that has not already been
given or obtained.

                                       28
<PAGE>

          4.3  CERTAIN PROCEEDINGS

          There is no Order and no pending Proceeding that has been commenced
against Buyer that challenges, or may have the effect of preventing, delaying,
making illegal, or otherwise interfering with, any of the Contemplated
Transactions.  To Buyer's knowledge, no such Proceeding has been Threatened.

          4.4  BROKERS OR FINDERS

          Buyer and its officers, directors or shareholders have incurred no
obligation or liability, contingent or otherwise, for brokerage or finder's fees
or agent's commissions or other similar payment in connection with this
Agreement.

          4.5  INVESTMENT REPRESENTATION

          Buyer is acquiring the Interest for investment and not with a view to
its sale or distribution other than in a sale or distribution which is
registered under applicable securities laws or is exempt from such registration.

          ARTICLE 5.  ADDITIONAL AGREEMENTS

          5.1  BOOKS AND RECORDS

          Buyer shall retain all of the books and records of the Partnership
existing as of the Closing Date that relate to Taxes for a period of seven (7)
years after the Closing Date or such longer time as may be required by law and
shall make such books and records (or copies thereof) available to Seller or his
Representatives, at reasonable times and upon reasonable notice, after the
Closing Date to the extent reasonably required by Seller.

          5.2  KNOWLEDGE OF BREACH

          Each party hereto, in entering into this Agreement and performing at
the Closing, agrees and acknowledges that it shall not be entitled to rely on
the accuracy and completeness of any representation or warranty of any other
party, including any matter set forth in any Schedule hereto, and shall not be
entitled under Article 8 to assert a Claim for Damages for Breach thereof, if
and to the extent that it shall have discovered any fact contrary to such
representation or warranty during its due diligence investigation or otherwise
and shall not have given to the other party notice thereof prior to the Closing
Date.

          ARTICLE 6.  CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE

                                       29
<PAGE>

          6.1  ACQUISITION OF ALLIANCE AGRONOMICS INC.

          Buyer shall have acquired and shall be the record and beneficial
owner, free and clear of any and all Encumbrances, of all of the shares of the
outstanding capital stock of the Company (the "Shares") pursuant to a Stock
Purchase Agreement between Buyer and the persons identified therein as "Sellers"
of even date herewith (the "Stock Purchase Agreement").

          ARTICLE 7.  CONDITIONS PRECEDENT TO SELLER'S OBLIGATION  TO CLOSE

          7.1  ACQUISITION OF ALLIANCE AGRONOMICS INC.

          The purchase and sale of the Shares under the Stock Purchase Agreement
shall have been consummated.

          ARTICLE 8.  INDEMNIFICATION; REMEDIES

          8.1  SURVIVAL

          All representations, warranties, covenants, and obligations in this
Agreement, the Schedules and any other certificate delivered pursuant to this
Agreement will survive the Closing in accordance with the provisions of Section
8.4.

          8.2  INDEMNIFICATION AND PAYMENT OF DAMAGES BY THE SELLERS

          Subject to the provisions of Section 8.5, the Seller will indemnify
and hold harmless Buyer, and its stockholders, Control Persons, and affiliates
(collectively, the "Buyer Indemnified Persons") for, and will pay to Buyer
Indemnified Persons the amount of, any loss, liability, claim, damage (excluding
incidental or consequential damages or damages for lost profits), expense
(including reasonable costs of investigation and defense and reasonable
attorneys' fees), whether or not involving a third-party claim (collectively,
"Damages"), actually suffered or incurred by such Buyer Indemnified Person
arising from or in connection with:

          (a)  any Breach of any representation or warranty made by Seller in
this Agreement or the Schedules delivered by the Partnership or Seller pursuant
to this Agreement;

          (b)  [Intentionally Left Blank];

          (c)  [Intentionally Left Blank];

                                       30
<PAGE>

          (d)  the Breach by Seller of any of his obligations under the
Petersburg Environmental Obligations Agreement;

          (e)  any breach of any of the representations made in Section 3.1.3
(but only to the extent related to Seller's title to the Interest); or

          (f)  any claim by any Person for brokerage or finder's fees or
commissions or similar payments based upon any agreement or understanding
alleged to have been made by any such Person with Seller or the Partnership (or
any Person acting on their behalf) in connection with any of the Contemplated
Transactions.

          8.3  INDEMNIFICATION AND PAYMENT OF DAMAGES BY BUYER

          Buyer will indemnify and hold harmless the Seller and his heirs,
executors, successors, legal representatives and permitted assigns
(collectively, the " Seller Indemnified Persons") for, and will pay to the
Seller Indemnified Persons the amount of any Damages arising from or in
connection with (a) any Breach of any representation or warranty made by Buyer
in this Agreement, (b) any Breach by Buyer of any covenant or obligation of
Buyer in this Agreement, (c) any claim by any Person for brokerage or finder's
fees or commissions or similar payments based upon any agreement or
understanding alleged to have been made by such Person with Buyer (or any Person
acting on its behalf) in connection with any of the Contemplated Transactions,
or (d) Buyer and/or the Partnership conducting the Partnership's business after
the Closing except that such Damages shall be reduced to the extent that they
are directly attributable to the operation of such business prior to the
Closing.

          8.4  TIME LIMITATIONS

          The Seller will have no liability for indemnification with respect to
any representation or warranty made by him herein (other than those in Section
3.1.3 relating to Seller's title to the Interest, and in Section 3.1.10, subject
in each case to Section 8.5), unless on or before the last day of the eighteenth
(18th) calendar month following the Closing Date, the Buyer Indemnified Person
notifies Seller in writing of a Claim (as hereinafter defined) specifying the
factual basis of that Claim in reasonable detail to the extent then known by
such Buyer Indemnified Person.  Buyer will have no liability for indemnification
with respect to any such representation or warranty made by it herein  unless on
or before the last day of the eighteenth (18th) calendar month following  the
Closing Date, the Seller Indemnified Person notifies Buyer in writing of a Claim
specifying the factual basis of that Claim in reasonable detail to the extent
then known by such Seller Indemnified Person.  A Claim with respect to Section
3.1.3 (but only related to Seller's title to the Interest) or Section 3.1.10 may
be made at any time prior to the expiration of any statute of limitations
applicable to the actions or causes of action which are attributable to the
matters discussed in such Sections.

          8.5  LIMITATIONS ON AMOUNT - THE SELLER

                                       31
<PAGE>

          (a)  The Seller will not have any liability for indemnification with
respect to the matters described in clause (a) of Section 8.2 (other than
matters that are also described in other clauses of Section 8.2 ) unless the
aggregate of all Damages with respect thereto for which Seller would, but for
this Section 8.5 (a), be liable, exceeds on a cumulative basis the sum of
Twenty-Five Thousand Dollars ($25,000.00) (the "Cumulative Basket"), and then
only to the extent of such excess; and no such matter individually which
involves Damages in an amount less than Five Thousand Dollars ($5,000.00) (the
"Individual Basket") shall be included in determining whether the Cumulative
Basket amount has been reached. For purposes of this Section 8.5(a), Damages
shall be calculated after taking into account any tax benefits and tax costs
(including tax costs resulting from reduction in basis, and resulting reduction
in depreciation and amortization, and increase in taxable gain recognized on a
sale) realized by and insurance proceeds paid to Buyer (net of any related cost
incurred by it due to retrospective premium adjustments, experience based
premium adjustments and indemnification obligations), the Buyer Indemnified
Persons or the Partnership.

          (b)  The sole source of payment of any indemnification obligations of
Seller with respect to Section 8.2(a) of this Agreement shall be the Petersburg
Escrow, and Buyer agrees that the payment of any claim made by any Buyer
Indemnified Person with respect to such clauses, for whatever reason, shall be
limited to, and shall only be made from, the Petersburg Escrow. If any
indemnification obligation arises as a result of Damages resulting from a Breach
by Seller of Section 3.1.3 (but only to the extent related to Seller's title to
the Interest), Section 3.1.10 hereof or of the Petersburg Environmental
Obligations Agreement and if the amount of such Damages exceeds the balance (if
any) available in the Petersburg Escrow therefor, Seller shall be liable for the
amount of Damages resulting from such Breach in excess of such Petersburg Escrow
balance, but in no event shall such liability for indemnification exceed the
portion of the Purchase Price hereunder actually received by Seller (net of the
Petersburg Escrow).

          (c)  The limitations of this Section 8.5 will not apply to the extent
any liability for Damages arises due to fraud on the part of Seller, in which
case Seller shall be solely liable for all Damages with respect to such
Breaches.

          8.6  LIMITATIONS ON AMOUNT - BUYER

          Buyer will have no liability for indemnification with respect to the
matters described in clause (a) or clause (b) of Section 8.3 (other than matters
that are also described in other clauses of Section 8.3) unless the aggregate of
all Damages with respect thereto for which Buyer would, but for this Section
8.6, be liable exceeds on a cumulative basis the Cumulative Basket amount, and
then only to the extent of such excess; and no such matter individually which
involves Damages in an amount less than the Individual Basket amount shall be
included in determining whether the Cumulative Basket amount has been reached.
For purposes of this Section 8.6, Damages shall be calculated after taking into
account any tax benefits and tax costs (including tax costs resulting from
reduction in basis, and resulting reduction in depreciation and

                                       32
<PAGE>

amortization, and increase in taxable gain recognized on a sale) realized by and
insurance proceeds paid to Seller (net of any related cost incurred by it due to
retrospective premium adjustments, experience based premium adjustments and
indemnification obligations), the Seller Indemnified Persons. This Section 8.6
will not apply to the extent any liability for Damages arises due to fraud on
the part of Buyer, in which case Buyer will be solely liable for all Damages
with respect to such Breaches.

          8.7  PROCEDURE FOR INDEMNIFICATION--THIRD PARTY CLAIMS

          (a)  Promptly after receipt by an indemnified party under Section 8.2
or 8.3 of notice of the assertion of a claim or of the commencement of any
Proceeding against it (a "Claim"), such indemnified party will, if a Claim is to
be made against an indemnifying party under such Section, give notice to the
indemnifying party of the commencement of such Claim, but the failure to notify
the indemnifying party will not relieve the indemnifying party of any liability
that it may have to any indemnified party, except to the extent that the
indemnifying party demonstrates that the defense of such action is prejudiced by
the indemnified party's failure to give such notice. The indemnified party shall
deliver to the indemnifying party, within five (5) Business Days after the
indemnified party's receipt thereof, copies of all notices and documents
(including court papers) received by the indemnified party relating to the
Claim.

          (b)  If any Claim referred to in Section 8.7(a) is asserted or brought
against an indemnified party and it gives notice to the indemnifying party of
the Claim, the indemnifying party will be entitled to participate in the defense
of the Claim and, to the extent that it wishes, exercisable by written notice to
the indemnified party within ten (10) Business Days of receipt of notice from
the indemnified party of a Claim (unless (i) the indemnifying party is also a
party to a Proceeding involving a Claim and the indemnified party determines in
good faith that joint representation would be inappropriate, or (ii) the
indemnifying party fails to provide reasonable assurance to the indemnified
party of its financial capacity to defend such Claim and provide indemnification
with respect to such Claim), to assume the defense of such Claim with counsel
reasonably satisfactory to the indemnified party and, after such notice from the
indemnifying party to the indemnified party of its election to assume the
defense of such Claim, the indemnifying party will not, as long as it diligently
conducts such defense, be liable to the indemnified party under this Article 8
for any fees of other counsel or any other expenses with respect to the defense
of such Claim, in each case subsequently incurred by the indemnified party in
connection with the defense of such Claim, other than reasonable costs of
investigation or if the indemnified party has assumed the defense as provided in
Section 8.7(c). In any event, the indemnifying party shall have the right to
participate in the defense of the Claim. If the indemnifying party assumes the
defense of a Claim, (i) it will be conclusively established for purposes of this
Agreement that the claims made in that Claim are within the scope of and subject
to indemnification; (ii) no compromise or settlement of such Claims may be
effected by the indemnifying party without the indemnified party's consent
(which shall not be unreasonably withheld) unless (A) there is no finding or
admission of any violation of Legal Requirements or

                                       33
<PAGE>

any violation of the rights of any Person and no effect on any other claims that
may be made against the indemnified party, and (B) the sole relief provided is
monetary damages that are paid in full by the indemnifying party; and (iii) the
indemnified party will have no liability with respect to any compromise or
settlement of such claims effected without its consent (which shall not be
unreasonably withheld). If notice is given to an indemnifying party of the
assertion of or commencement of any Proceeding involving a Claim and the
indemnifying party does not, within ten (10) Business Days after the indemnified
party's notice is given, give notice to the indemnified party of its election to
assume the defense of such Claim, the indemnified party shall have the right to
undertake the defense of such claim on behalf of the indemnifying party. The
indemnifying party will not be bound by any determination made in such
Proceeding or any compromise or settlement effected without the consent of the
indemnifying party (which shall not be unreasonably withheld).

          (c)  Notwithstanding the foregoing, if an indemnified party determines
in good faith that there is a reasonable probability that a Claim may adversely
affect it or its affiliates other than as a result of monetary damages for which
it would be entitled to indemnification under this Agreement, the indemnified
party may, by notice to the indemnifying party, assume the exclusive right to
defend, compromise, or settle such Claim but the indemnifying party will not be
bound by any determination of a Claim so defended or any compromise or
settlement effected without its consent (which may not be unreasonably
withheld).

          8.8  PROCEDURE FOR INDEMNIFICATION--OTHER CLAIMS

          A Claim for indemnification for any matter not based on a claim
asserted or Proceeding commenced by a third-party may be asserted by notice to
the party from whom indemnification is sought in accordance with the provisions
of Section 8.4 and following the procedures set forth in this Agreement and the
Petersburg Escrow Agreement.

          8.9  CLAIM AGAINST ESCROW; EXCLUSIVE REMEDY

          (a)  Any Buyer Indemnified Person may make a Claim against the
Petersburg Escrow in any amount to which it may be entitled under this Article
8. The indemnification provided in this Article 8 shall constitute the exclusive
remedy for Breach of the representations and warranties in this Agreement,
regardless of whether any claims or causes of action asserted with respect to
such matters are brought in contract, tort or any other legal theory whatsoever;
provided, however, that only in the case of fraud, the indemnification
provisions in this Article 8 are in addition to, and not in derogation of, any
statutory, equitable or common law remedy any party may have for a Breach of
representation or warranty. All indemnification payments under this Article 8
shall be treated by the parties as adjustments to the Purchase Price hereunder.

          (b)  Notwithstanding any other provision of this Agreement, neither
Seller nor Buyer shall be liable under this Article 8 for an amount to the
extent, if any, that any Breach giving rise to such Damages results from a
failure on the part of any Seller Indemnified Person

                                       34
<PAGE>

or Buyer Indemnified Person, as the case may be, to exercise good faith in not
jeopardizing or prejudicing the interest of Buyer or Seller.

          ARTICLE 9.  GENERAL PROVISIONS

          9.1  EXPENSES

          Each of the parties hereto will bear the expenses incurred by them in
connection with the preparation, execution, and performance of this Agreement
and the Contemplated Transactions, including all fees and expenses of agents,
representatives, counsel, and accountants.  Buyer shall pay all sales, transfer,
use, documentary stamp and other similar Tax with respect to the Contemplated
Transactions.

          9.2  PUBLIC ANNOUNCEMENTS

          Any public announcement or similar publicity with respect to this
Agreement or the Contemplated Transactions will be issued, if at all, at such
time and in such manner as Buyer mutually agree upon. Unless consented to in
advance in writing by both parties hereto,or required by Legal Requirements,
prior to the Closing the parties shall, and Seller shall cause the Partnership
to, keep this Agreement strictly confidential and may not make any disclosure of
this Agreement to any Person.  Seller and Buyer will consult with each other
concerning the means by which those having dealings with the Partnership will be
informed of the Contemplated Transactions, and Buyer will have the right to be
present for any such communication.

          9.3  CONFIDENTIALITY

          Buyer will maintain in confidence, and will cause the directors,
officers, employees, agents, and advisors of Buyer to maintain in confidence,
and Seller will maintain in confidence and not use to the detriment of another
party or of the Partnership any written, oral, or other information obtained in
confidence from another party or  the Partnership in connection with this
Agreement or the Contemplated Transactions, unless (a) such information is
already known to such party or to others not bound by a duty of confidentiality
or such information becomes publicly available through no fault of such party,
(b) the use of such information is necessary or appropriate in making any filing
or obtaining any consent or approval required for the consummation of the
Contemplated Transactions, or (c) the furnishing or use of such information is
required by legal proceedings.

          9.4  NOTICES

          All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by telecopier
(with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received

                                       35
<PAGE>

by the addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and telecopier
numbers set forth below (or to such other addresses and telecopier numbers as a
party may designate by notice to the other parties):

          The Partnership:         Petersburg Agri-Terminal Associates
                                   c/o Royster-Clark, Inc.
                                   600 Fifth Avenue
                                   New York, NY 10020
                                   Attention: Frederick I. Sharp
                                   Facsimile No: (202) 332-2999

           The Seller:             G. Waddy Garrett
                                   11 Old Bridge Lane
                                   Richmond, VA 23229
                                   Facsimile No.: (804) 228-1158

           with a copy to:         McGuire, Woods, Battle & Boothe, LLP
                                   901 East Cary Street
                                   One James Center
                                   Richmond, VA 23219
                                   Attention: Thomas P. Rohman, Esq.
                                   Facsimile No.: (804) 698-2154

           Buyer:                  Royster-Clark Resources LLC
                                   600 Fifth Avenue, 25th Floor
                                   New York, NY 10020
                                   Attention: Francis P. Jenkins
                                   Facsimile No.: (212) 332-2999

           with a copy to:         Satterlee Stephens Burke & Burke LLP
                                   230 Park Avenue
                                   New York, NY 10169
                                   Attention:  William M. Jackson
                                   Facsimile No.: (212) 818-9606

          9.5  FURTHER ASSURANCES

          Each of the parties agrees (a) to furnish upon request to each other
party such further information, (b) to execute and deliver to each other party
such other documents, and (c) to do such other acts and things, all as the other
party may reasonably request for the purpose of carrying out the intent of this
Agreement and the documents referred to in this Agreement.

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          9.6  WAIVER

          Neither the failure nor any delay by any party in exercising any
right, power, or privilege under this Agreement or the documents referred to in
this Agreement will operate as a waiver of such right, power, or privilege, and
no single or partial exercise of any such right, power, or privilege will
preclude any other or further exercise of such right, power, or privilege or the
exercise of any other right, power, or privilege.  To the maximum extent
permitted by applicable law, (a) no claim or right arising out of this Agreement
or the documents referred to in this Agreement can be discharged by one party,
in whole or in part, by a waiver or renunciation of the claim or right unless in
writing signed by the other party; (b) no waiver that may be given by a party
will be applicable except in the specific instance for which it is given; and
(c) no notice to or demand on one party will be deemed to be a waiver of any
obligation of such party or of the right of the party giving such notice or
demand to take further action without notice or demand as provided in this
Agreement or the documents referred to in this Agreement.

          9.7  ENTIRE AGREEMENT AND MODIFICATION

          This Agreement supersedes all prior agreements between the parties
with respect to its subject matter and constitutes (along with the documents
referred to in this Agreement) a complete and exclusive statement of the terms
of the agreement between the parties with respect to its subject matter.  This
Agreement may not be amended except by a written agreement executed by the party
to be charged with the amendment.

          9.8  SCHEDULES

          In the event of any inconsistency between the statements in the body
of this Agreement and those in the Schedules (other than an exception set forth
in the Schedules), the statements in the body of this Agreement will control.

          9.9  ASSIGNMENTS, SUCCESSORS, AND NO THIRD-PARTY RIGHTS

          None of the parties may assign any of their rights under this
Agreement without the prior written consent of the other parties (which shall
not be unreasonably withheld).This Agreement will apply to, be binding in all
respects upon the parties hereto and their permitted assigns and inure to the
benefit of the successors and permitted assigns of the parties hereto.  Nothing
expressed or referred to in this Agreement will be construed to give any Person
other than the parties to this Agreement any legal or equitable right, remedy,
or claim under or with respect to this Agreement or any provision of this
Agreement.  This Agreement and all of its provisions and conditions are for the
sole and exclusive benefit of the parties to this Agreement and their successors
and permitted assigns.

          9.10 SEVERABILITY

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          If any provision of this Agreement is held invalid or unenforceable by
any court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect.  Any provision of this Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to
the extent not held invalid or unenforceable.

          9.11 SECTION HEADINGS; CONSTRUCTION

          The headings of Sections in this Agreement are provided for
convenience only and will not affect its construction or interpretation.  All
references to ASection" or ASections" refer to the corresponding Section or
Sections of this Agreement.  All words used in this Agreement will be construed
to be of such gender or number as the circumstances require.  Unless otherwise
expressly provided, the word "including" shall mean "including, without
limitation" and does not limit the preceding words or terms.

          9.12 TIME OF ESSENCE

          With regard to all dates and time periods set forth or referred to in
this Agreement, time is of the essence.

          9.13 GOVERNING LAW

          This Agreement will be governed by the laws of the Commonwealth of
Virginia without regard to conflicts of laws principles.

          9.14 JURISDICTION; SERVICE OF PROCESS

          Any action or proceeding seeking to enforce any provision of, or based
on any right arising out of, this Agreement may be brought against any of the
parties in the courts of the Commonwealth of Virginia, or, if it has or can
acquire jurisdiction, in the United States District Court for the Eastern
District of Virginia, and each of the parties consents to the jurisdiction of
such courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any objection to venue laid therein.  Process in any
action or proceeding referred to in the preceding sentence may be served on any
party anywhere in the world.

          9.15 COUNTERPARTS

          This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.

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          IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement as of the date first written above.

BUYER:
                                        SELLER:
ROYSTER-CLARK RESOURCES LLC


By:___________________________          _______________________________
Name:_________________________                   G. Waddy Garrett
Title:________________________

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