AMENDMENT NO. 1 TO UNITED STATES ASSET PURCHASE AGREEMENT
            ---------------------------------------------------------

      This Amendment is made as of June 14, 2001, between Phibro Tech, Inc., a
Delaware corporation (the "Seller") and Nufarm, Inc., a Delaware corporation
(the "Buyer").

      WHEREAS, Seller and Buyer are parties to a certain United States Asset
Purchase Agreement, dated as of May 1, 2001 (the "Agreement");

      WHEREAS, Seller and Buyer wish to amend the Agreement as set forth below.
Capitalized terms used herein and not otherwise defined shall have the meaning
assigned in the Agreement.

      NOW THEREFORE, for value received, Seller and Buyer hereby agree that the
Agreement shall be amended as follows:

I. Section 2.1(a) shall hereby be amended and restated in its entirety as
follows:

      "(a)  In consideration of the sale, assignment and transfer of the
            Purchased Assets, at the Closing (i) Buyer shall pay to the Seller
            the sum of $15,459,000 (the "Cash Amount") and (ii) Buyer shall
            deliver to Seller an unsecured promissory note substantially in the
            form attached as Exhibit A hereto (the "Buyer Note") in the
            Aggregate Amount of $1,224,990 (the "Note Amount," and together with
            the Cash Amount, as adjusted pursuant to Sections 2.1(d) and 2.3,
            the "Purchase Price"). All payments under this Section shall be by
            wire transfer of immediately available funds in U.S. dollars to an
            account or accounts specified in writing by the Seller prior to
            Closing."

II. Section 6.10 shall hereby be amended and restated in its entirety as
follows:

            "Stock Sales. The parties shall act in good faith to consummate the
      sale of all of the issued and outstanding equity interests of Agtrol
      Argentina (the "Argentina Stock Sale") and Agtrol Mexico (the "Mexico
      Stock Sale") from the Seller to Buyer for aggregate consideration of
      $41,010 pursuant to separate Stock Purchase Agreements that shall
      substantially replicate the terms and conditions hereof to the extent
      applicable and subject to such changes (i) as may be necessary or
      desirable under applicable local law or (ii) as may be reasonable in light
      of the size and type of the operations of Agtrol Argentina and Agtrol
      Mexico."

III. This Amendment may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument, and any of the
Parties hereto may execute this Amendment by signing any such counterpart.


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IV. All terms of the Agreement, except as modified hereby, shall remain in full
force and effect.

      IN WITNESS WHEREOF, the parties have duly executed this Amendment to the
Agreement as of the date first above written.

                                            PHIBRO TECH, INC.

                                            By: /s/ W.D. Glover
                                                ----------------------------
                                                Name:  W.D. Glover
                                                Title: President

                                            NUFARM, INC.

                                            By: /s/ D.A. Pullan
                                                ----------------------------
                                                Name:  D.A. Pullan
                                                Title: Group General Manager
                                                       Operations