DAYMON ASSOCIATES, INC.

                   700 FAIRFIELD AVE,, STAMFORD, CT 06902-7337

                      TEL: 203-352-7500 - FAX: 203-352-7575


May 20, 1999

Mr. Richard A. Salter
Senior V.P,, Corporate Development
SafeScience, Inc.
31 St. James Avenue #520
Boston, MA 02116

PARTNERSHIP AGREEMENT
---------------------

The below is the partnering agreement under which we will move for-ward with on
the development on the SafeScience franchise:

I.           It is Daymon's intention to deliver national sales and marketing
             resources for the purpose of selling SafeScience brand, private
             label and co-branded for all customers in North America. Daymon
             will also represent SafeScience in international markets that we
             have offices. (See attached).

II.          A commission will be paid for services rendered specific to
             execution at all customers. The commission rate will be established
             at 3% on all items (total net sales - customer specific).

III.         A "corporate commission" will be paid based on all SafeScience
             sales (total net sales), for services rendered in managing the
             overall SafeScience program. This commission rate is established at
             3% on all items, These monies will not be payable until the total
             value exceeds the monthly dollar amount of $15,000. Any new
             business rendered/developed with SafeScience will be included in
             this management commission, New Business will be defined as:

           -     Retail Chains, Hardware Outlets, Drug Store Chains, Third Party
                 Partnerships (i,e. EcoTerra), C Stores, Automotive Outlets,
                 Mass Merchandisers, Club Stores, Wholesalers, FoodService
                 Providers and Telemarkers.



<PAGE>

IV.          Recognizing the opportunity for greater continuity, better
             communication and efficiency, every reasonable attempt will be made
             to utilize the in-house services at Daymon including Creative
             Services, C&M Design and Marketing Research- Each department will
             quote for services and will be competitive to current SafeScience
             options or they will not participate.

V.           A retainer fee of $15,000 per month will be paid to Daymon
             Associates to assign a dedicated person to manage the SafeScience
             Business. This fee will be paid the first of each month for the
             previous month, If both parties in the middle of the month approve
             this agreement, that month will be prorated according to the number
             of days worked. If this agreement is canceled by either party, with
             a 90-day notification, SafeScience will be obligated to continue
             commissions but will not be obligated to continue to pay the
             $15,000 monthly retainer.

VI.          In the event our partnership dissolves, Daymon Associates will
             continue to represent, at established rates, the entire SafeScience
             line at those accounts already participating in the program as well
             as any Daymon customer accounts that elect to take the SafeScience
             program within 6 months of termination of our partnership.
             (Established rate of 6% - 3% corporate & 3% customer specific
             location).

VII.         Upon completion of the signed agreement Daymon Associates will
             appoint a Brands Manager dedicated to the SafeScience business,
             SafeScience will be involved in the approval process of this
             individual.

VIII.        SafeScience agrees that the appointed Brands Manager will work as
             an agent of SafeScience hired by Daymon Associates and will not be
             offered employment within the SafeScience organization.


                                      -2-
<PAGE>

IX.          Daymon will be compensated on agricultural sales where we have
             educated the retailer to mandate usage of the SafeScience
             technology with the principal/grower.



/s/Pat Collins                                      /s/Richard Salter
--------------                                      -----------------
PAT COLLINS                                         RICHARD A. SALTER
Vice President                                      Senior Vice President
Daymon Associates                                   SafeScience, Inc.

Cc:        Stephen Pall


                                      -3-
<PAGE>

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                                DAYMON ASSOCIATES
                                CUSTOMER NETWORK
                                - INTERNATIONAL -

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