**CONFIDENTIAL TREATMENT REQUESTED BY DELTA AND PINE LAND COMPANY**

                     RESTATED LICENSE ACQUISITION AGREEMENT
                     dated as of the 24th day of August 2004

                                      among

                           SYNGENTA CROP PROTECTION AG

                                       and

                           DELTA AND PINE LAND COMPANY



<PAGE>



                                Table of Contents
<TABLE>
<S>                                                                                                             <C>

ARTICLE 1 - DEFINITIONS AND INTERPRETATIONS.......................................................................2

                1.1      Definitions..............................................................................2
                1.2      Interpretations..........................................................................4

ARTICLE 2 - ACQUISITION OF LICENSES...............................................................................4

                2.1      Sale of LICENSES by SYNGENTA CROP PROTECTION AG to DELTA AND
                         PINE LAND COMPANY........................................................................4
                2.2      LICENSE Purchase PRICE...................................................................5
                2.3      closing..................................................................................5
                2.4      PURPOSE OF PAYMENTS......................................................................5

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES........................................................................6

                3.1      SYNGENTA CROP PROTECTION AG..............................................................6
                3.2      DELTA AND PINE LAND COMPANY..............................................................7

ARTICLE 4 - CONFIDENTIAL INFORMATION..............................................................................8

                4.1      CONFIDENTIAL INFORMATION.................................................................8
                4.2      PERIOD OF CONFIDENTIALITY................................................................8
                4.3      USES OF CONFIDENTIAL INFORMATION.........................................................9
                4.4      RIGHTS AND REMEDIES UPON BREACH.........................................................10
                4.5      SEVERABILITY OF COVENANTS...............................................................10
                4.6      PUBLIC ANNOUNCEMENT.....................................................................10

ARTICLE 5 - FORCE MAJEURE........................................................................................10

                5.1      FORCE MAJEURE...........................................................................10

ARTICLE 6 - LIABILITY............................................................................................11

                6.1      LIABILITY TO ANY OTHER PARTY............................................................11

ARTICLE 7 - TERMINATION..........................................................................................11

                7.1      TERM....................................................................................11
                7.2      BREACH OF OBLIGATIONS...................................................................11
                7.3      DEFAULT ON PAYMENT......................................................................12
                7.4      ADDITIONAL REMEDIES.....................................................................12
                7.5      SURVIVAL................................................................................13

ARTICLE 8 - GENERAL..............................................................................................13

                8.1      ASSIGNMENT OF DELTA AND PINE LAND COMPANY'S RIGHTS AND
                         OBLIGATIONS.............................................................................13
                8.2      ASSIGNMENT OF SYNGENTA CROP PROTECTION AG'S RIGHTS AND
                         OBLIGATIONS.............................................................................13
                8.3      RELATION OF PARTIES.....................................................................14
                8.4      INTEGRATION OF CONTRACT.................................................................14
                8.5      WAIVERS AND AMENDMENTS..................................................................15
                8.6      HEADINGS................................................................................15
                8.7      REFERENCES TO SECTIONS, SUBSECTIONS AND EXHIBITS........................................15
                8.8      PARTIAL INVALIDITY......................................................................15

<PAGE>

                8.9      GOVERNING CONTRACT LAW..................................................................16
                8.10     GOVERNING PATENT LAW....................................................................16
                8.11     NOTICES.................................................................................16
                8.12     DISPUTE RESOLUTION......................................................................17
                8.13     INCORPORATION OF EXHIBITS...............................................................18
                8.14     PARTIES BOUND AND BENEFIT...............................................................18
                8.15     EXPENSES................................................................................19
                8.16     COUNTERPARTS............................................................................19

         SCHEDULE 1.1 ...........................................................................................21
         SCHEDULE 2.2............................................................................................22

         Exhibits

         Exhibit A - VIP3A Gene License Agreement
         Exhibit B - Cry1Ab Gene License Agreement
         Exhibit C - Enabling Technology License Agreement

</TABLE>


<PAGE>




                         RESTATED LICENSE ACQUISITION AGREEMENT
                         --------------------------------------

     THIS RESTATED LICENSE ACQUISITION  AGREEMENT (this "AGREEMENT"),  effective
as of the 24th day of August 2004 by and between  SYNGENTA CROP  PROTECTION  AG,
having  a  place  of  business  at  Schwarzwaldallee  215,  CH  -  4058,  Basel,
Switzerland,  and DELTA AND PINE LAND COMPANY, having a place of business at One
Cotton Row, Scott, Mississippi 38772.

                                   WITNESSETH:
                                   -----------

         WHEREAS, SYNGENTA CROP PROTECTION AG has developed the VIP3A GENE and
the Cry1Ab GENE which are useful in the production of genetically-modified
cotton plants exhibiting traits that are of interest to DELTA AND PINE LAND
COMPANY and also possesses certain know-how and germplasm related to such cotton
plants; and
         WHEREAS, DELTA AND PINE LAND COMPANY desires to acquire worldwide
licenses from SYNGENTA CROP PROTECTION AG, under certain patents to which
SYNGENTA CROP PROTECTION AG has rights, to produce and sell LICENSED COMMERCIAL
SEED containing the VIP3A GENE and/or the Cry1Ab GENE with the right to
sublicense cotton farmers the right to use LICENSED COMMERCIAL SEED containing
such LICENSED GENES to produce commercial cotton crops and to sublicense third
parties in countries outside the United States of America; and
         WHEREAS, SYNGENTA CROP PROTECTION AG has developed certain enabling
technology relevant to genetically-engineered plants; and
         WHEREAS, DELTA AND PINE LAND COMPANY desires to acquire a worldwide
license from SYNGENTA CROP PROTECTION AG to such enabling technology; and
         WHEREAS, SYNGENTA CROP PROTECTION AG desires to sell such licenses to
DELTA AND PINE LAND COMPANY in accordance with the terms set forth herein and in
the LICENSE AGREEMENTS entered into in conjunction herewith.
         NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the other RELATED AGREEMENTS, the PARTIES agree as
follows:

<PAGE>

                  ARTICLE 1 - DEFINITIONS AND INTERPRETATIONS
                  -------------------------------------------

     1.1  Definitions.  As used in this Agreement,  the following terms have the
          -----------
following meanings:

     1.1.1 The term "AFFILIATE" means any corporation,  firm,  limited liability
company,  partnership or other entity that directly or indirectly CONTROLS or is
CONTROLLED by or is under common CONTROL with another corporation, firm, limited
liability  company,  partnership  or other  entity;  provided  that,  any  other
provisions hereof  notwithstanding,  (a) a company organized to operate a cotton
seed  business in a country  where DELTA AND PINE LAND COMPANY is  prohibited by
local laws or regulations  from owning fifty percent (50%) or more of the voting
stock or equity  interests of such  company,  DELTA AND PINE LAND COMPANY  owns,
directly or  indirectly,  the maximum  amount of voting stock it is permitted to
own in such company,  under local laws and  regulations,  shall be considered an
AFFILIATE of DELTA AND PINE LAND COMPANY and [Text in Schedule 1.1].

     1.1.2 The term "AGREEMENT" means this License Acquisition Agreement,  as it
may from time to time be amended or modified in accordance with its terms.

     1.1.3  The  term  "CLOSING"  means  closing  of  the  license   acquisition
transactions contemplated by this AGREEMENT.

     1.1.4 The term  "CLOSING  DATE" means August 24, 2004 or such other date as
may be  agreed  upon  between  the  PARTIES  for  the  closing  of  the  license
acquisition transactions contemplated by this AGREEMENT.

     1.1.5 The term  "CONFIDENTIAL  INFORMATION" shall have the meaning ascribed
to that term in Section 4.1.

     1.1.6 The term "CONTROL," "CONTROLS," OR "CONTROLLED" means with respect to
any  corporation,  the  ownership of fifty  percent  (50%) or more of the voting
stock of a corporation and with respect to any other legal entity,  ownership of
fifty percent (50%) or more of total equity interests; provided, however, that a
person,  partnership,  corporation  or other legal entity that controls  another
person,  partnership,  corporation  or other legal entity shall be considered as
having control over every person, partnership, corporation or other legal entity
that such  controlled  person,  partnership,  corporation  or other legal entity
controls.

     1.1.7 The term  "Cry1Ab  GENE"  means a GENE(S)  and/or  gene  construct(s)
inserted into the cotton genome that encode part or all of a Cry1Ab protein.

<PAGE>

     1.1.8 The term "Cry1Ab GENE LICENSE  AGREEMENT"  means that certain license
agreement  between  SYNGENTA CROP  PROTECTION AG and DELTA AND PINE LAND COMPANY
relating to Cry1Ab GENE(S) attached hereto as Appendix B.

     1.1.9 The term  "DELTA  AND PINE LAND  COMPANY"  means  Delta and Pine Land
Company, a company incorporated in the State of Delaware, USA, having offices at
One Cotton Row, Scott, Mississippi 38772, USA.

     1.1.10 The term "DISPUTE"  shall have the meaning  ascribed to that term in
Section 8.12.

     1.1.11 The term "ENABLING  TECHNOLOGY LICENSE AGREEMENT" means that certain
license  agreement  between  SYNGENTA CROP PROTECTION AG and DELTA AND PINE LAND
COMPANY relating to enabling technology attached hereto as Appendix C.

     1.1.12 The term "Force  Majeure"  shall have the  meaning  ascribed to that
term in Section 5.1 hereof.

     1.1.13 The term "GENE"  means a DNA  sequence  contained in the genome of a
sexually viable cotton plant.

     1.1.14  The  term  "LICENSE   AGREEMENTS"  means  the  VIP3A  GENE  LICENSE
AGREEMENT, the Cry1Ab GENE LICENSE AGREEMENT and the ENABLING TECHNOLOGY LICENSE
AGREEMENT,  as such  LICENSE  AGREEMENTS  may be  amended  from  time to time in
accordance with their respective terms.

     1.1.15 The term "LICENSE PURCHASE PRICE" shall have the meaning ascribed to
that term in Section 2.2 of this AGREEMENT.

     1.1.16 The term "LICENSES"  means,  collectively,  the licenses  granted to
DELTA AND PINE LAND  COMPANY by SYNGENTA  CROP  PROTECTION  AG under each of the
VIP3A GENE LICENSE AGREEMENT, the Cry1Ab GENE LICENSE AGREEMENT and the ENABLING
TECHNOLOGY LICENSE AGREEMENT.

     1.1.17 [Text in Schedule 1.1]

     1.1.18 [Text in Schedule 1.1]

     1.1.19 The term "PARTY" means either  SYNGENTA CROP  PROTECTION AG or DELTA
AND PINE LAND COMPANY,  and "PARTIES" means both SYNGENTA CROP PROTECTION AG and
DELTA AND PINE LAND COMPANY.

<PAGE>

     1.1.20  The term  "RECIPIENT"  means a PARTY  which  receives  CONFIDENTIAL
INFORMATION of another PARTY as described in Section 4.

     1.1.21 The term "RELATED  AGREEMENTS" means this Agreement,  the VIP3A GENE
License Agreement, the Cry1Ab GENE LICENSE Agreement and the ENABLING technology
license agreement.

     1.1.22  The  term  "SYNGENTA  CROP   PROTECTION  AG"  means  Syngenta  Crop
Protection AG, a company organized under the laws of Switzerland, having a place
of business at Schwarzwaldallee 215, CH - 4058, Basel, Switzerland.

     1.1.23  The  term  "TRADEMARK  LICENSE   AGREEMENTS"  means  those  certain
Trademark  License  Agreements to be executed by the PARTIES pursuant to certain
of the LICENSE AGREEMENTS.

     1.1.24 The term  "VIP3A  GENE"  means a GENE(S)  and/or  gene  construct(s)
inserted into the cotton genome that encode part or all of a VIP3A protein.

     1.1.25 The term "VIP3A GENE LICENSE  AGREEMENT"  means that certain license
agreement  between  SYNGENTA CROP  PROTECTION AG and DELTA AND PINE LAND COMPANY
relating to VIP3A GENE(S) attached hereto as Appendix A.

     1.2 Interpretations.
         ---------------
     (a) Terms. As used in this Agreement, terms denoting gender shall be deemed
         -----
to include male and female.  In addition,  the singular form of a plural defined
term shall mean one (1) of such  plural  defined  term and the plural  form of a
singular  defined  term  shall mean more than one (1) of such  singular  defined
term.

     (b) Headings.  The Article and Section  headings of this  Agreement are for
         --------
reference  purposes  only and are to be given no effect in the  construction  or
interpretation of this Agreement.

             ARTICLE 2 - ACQUISITION OF LICENSES
             ------------------------------------

     2.1 SALE OF LICENSES BY SYNGENTA CROP  PROTECTION AG TO DELTA AND PINE LAND
         -----------------------------------------------------------------------
COMPANY.  DELTA AND PINE LAND  COMPANY  agrees to  purchase  the  LICENSES  from
-------
SYNGENTA CROP  PROTECTION AG, and SYNGENTA CROP PROTECTION AG agrees to sell and
deliver  the  LICENSES  to DELTA AND PINE LAND  COMPANY,  for the  consideration
specified below in this Section 2 and on and subject to the terms and conditions
of this AGREEMENT and the LICENSE AGREEMENTS.

<PAGE>

**CONFIDENTIAL TREATMENT REQUESTED BY DELTA AND PINE LAND COMPANY**

     2.2 LICENSE  PURCHASE PRICE.  Subject to the terms and conditions set forth
         -----------------------
in the  LICENSE  AGREEMENTS,  specifically  including,  but not  limited to, the
provisions of Section 7 of the LICENSE AGREEMENTS concerning payments, DELTA AND
PINE LAND COMPANY agrees to pay to SYNGENTA CROP  PROTECTION AG a total of Forty
Six Million Eight Hundred  Thousand United States Dollars  (US$46,800,000)  (the
"LICENSE  Purchase  Price") for the  Licenses,  allocable  among the LICENSES as
follows:

     (a)  US$24,200,000  allocated  to the VIP3A GENE  LICENSE  AGREEMENT  *****
payable  US$7,600,000 on or within five (5) business days after CLOSING DATE and
the remainder in installments as set forth in Schedule 2.2;

     (b)  US$22,300,000  allocated  to the Cry1Ab GENE LICENSE  AGREEMENT  *****
payable  US$6,200,000 on or within five (5) business days after CLOSING DATE and
the remainder in installments as set forth in Schedule 2.2;

     (c)  US$300,000  allocated to the  ENABLING  TECHNOLOGY  LICENSE  AGREEMENT
payable on or within five (5) business days after CLOSING DATE;

     (d) No amount is being paid for the  TRADEMARK  LICENSE  AGREEMENTS  or any
trademarks licensed pursuant to the TRADEMARK LICENSE AGREEMENTS.

     2.3 CLOSING.  At CLOSING,  the parties  shall execute and deliver the VIP3A
         -------
GENE  LICENSE  AGREEMENT,  the Cry1Ab GENE  LICENSE  AGREEMENT  and the ENABLING
TECHNOLOGY LICENSE AGREEMENT, and, subject to the execution and delivery of each
of the LICENSE  AGREEMENTS,  DELTA AND PINE LAND  COMPANY  shall pay to SYNGENTA
CROP  PROTECTION  AG by wire  transfer to a bank account  designated by SYNGENTA
CROP  PROTECTION AG by written notice to DELTA AND PINE LAND COMPANY the amounts
of the LICENSE PURCHASE PRICE specified in Section 2.2 as payable at CLOSING.

     2.4 PURPOSE OF PAYMENTS.  The payments made at CLOSING and the  installment
         -------------------
payments to be made thereafter relate solely to the purchase of the LICENSES and
do not constitute the funding of on-going  research and  development  efforts by
SYNGENTA CROP PROTECTION AG or its AFFILIATES or  reimbursement of costs related
thereto.

                   ARTICLE 3 - REPRESENTATIONS AND WARRANTIES
                  -------------------------------------------

     3.1 SYNGENTA CROP PROTECTION AG. SYNGENTA CROP PROTECTION AG represents and
         ---------------------------
warrants to DELTA AND PINE LAND COMPANY as follows:

<PAGE>

     (a) SYNGENTA CROP PROTECTION AG is a corporation  duly  organized,  validly
existing  and in good  standing  under the laws of  Switzerland.  SYNGENTA  CROP
PROTECTION  AG has all  necessary  corporate  power and authority to execute and
deliver this AGREEMENT and the RELATED AGREEMENTS and to perform its obligations
thereunder.  SYNGENTA CROP  PROTECTION AG is duly qualified and in good standing
in each jurisdiction  where the nature of its activities make such qualification
necessary.

     (b) SYNGENTA  CROP  PROTECTION  AG has all  requisite  corporate  power and
authority,  and each have taken all corporate action  necessary,  to execute and
deliver  this   AGREEMENT  and  the  RELATED   AGREEMENTS,   to  consummate  the
transactions  contemplated hereby and to perform its obligations hereunder. This
AGREEMENT and the RELATED  AGREEMENTS  have been duly  authorized,  executed and
delivered by SYNGENTA CROP  PROTECTION AG and  constitute  the legal,  valid and
binding   obligations  of  SYNGENTA  CROP   PROTECTION  AG  and  its  AFFILIATES
enforceable against each of them in accordance with their terms.

     (c) The  execution  and  delivery by SYNGENTA  CROP  PROTECTION  AG of this
AGREEMENT  and  the  RELATED  AGREEMENTS,   the  performance  by  SYNGENTA  CROP
PROTECTION  AG  and  its  AFFILIATES  of  its  obligations   hereunder  and  the
consummation  by SYNGENTA CROP  PROTECTION AG of the  transactions  contemplated
hereby do not require  SYNGENTA CROP  PROTECTION AG or its  AFFILIATES to obtain
any  consent,  approval or action of, or make any filing with or give any notice
to, any corporation,  partnership,  person,  firm or other entity or any public,
governmental  or  judicial  authority,   and  this  AGREEMENT  and  the  RELATED
AGREEMENTS will be in full force and effect on the CLOSING DATE.

     (d) The  execution,  delivery and  performance  of this  AGREEMENT  and the
RELATED AGREEMENTS and the consummation of the transactions  contemplated hereby
in  accordance  with the terms and  conditions  hereof  will not (i) violate any
provision of the  certificate  of  incorporation,  bylaws,  or other  charter or
organizational documents of SYNGENTA CROP PROTECTION AG or its AFFILIATES;  (ii)
violate, conflict with or result in the breach of any of the terms of, result in
any  modification of the effect of, otherwise give any other  contracting  party
the right to terminate,  or constitute  (or with notice or lapse of time or both
constitute) a default under,  any contract or other  agreement to which SYNGENTA
CROP  PROTECTION AG or its AFFILIATES are a party or by or to which their assets
or properties  may be bound or subject;  (iii) violate (A) any order,  judgment,
injunction, award or decree of a court, arbitrator or governmental or regulatory
body, or (B) any agreement  with, or condition  imposed by, any  governmental or

<PAGE>

regulatory  body,  foreign or domestic,  against or binding upon  SYNGENTA  CROP
PROTECTION AG or its AFFILIATES or upon their securities, assets or business; or
(C) violate any statute,  law or regulation of any jurisdiction as such statute,
law or regulation  relates to SYNGENTA CROP  PROTECTION AG or its  AFFILIATES or
their respective property or businesses.

     3.2 DELTA AND PINE LAND COMPANY. DELTA AND PINE LAND COMPANY represents and
         ---------------------------
warrants to SYNGENTA CROP PROTECTION AG as follows:

     (a) DELTA AND PINE LAND COMPANY is a corporation  duly  organized,  validly
existing and in good standing under the laws of the State of Delaware. DELTA AND
PINE LAND COMPANY has all necessary corporate power and authority to execute and
deliver this AGREEMENT and the RELATED AGREEMENTS and to perform its obligations
thereunder.  DELTA AND PINE LAND COMPANY is duly  qualified and in good standing
in each jurisdiction  where the nature of its activities make such qualification
necessary.

     (b) DELTA AND PINE  LAND  COMPANY  has all  requisite  corporate  power and
authority,  and has taken all corporate action necessary, to execute and deliver
this  AGREEMENT  and the RELATED  AGREEMENTS,  to  consummate  the  transactions
contemplated hereby and to perform its obligations hereunder. This AGREEMENT and
the RELATED  AGREEMENTS  have been duly  authorized,  executed and  delivered by
DELTA AND PINE  LAND  COMPANY  and  constitute  the  legal,  valid  and  binding
obligations  of DELTA  AND PINE  LAND  COMPANY  and its  AFFILIATES  enforceable
against each of them in accordance with their terms.

     (c) The  execution  and  delivery  by DELTA AND PINE LAND  COMPANY  of this
AGREEMENT and the RELATED  AGREEMENTS,  the  performance  by DELTA AND PINE LAND
COMPANY or its AFFILIATES of its obligations  hereunder and the  consummation by
DELTA AND PINE  LAND  COMPANY  of the  transactions  contemplated  hereby do not
require  DELTA AND PINE LAND COMPANY to obtain any  consent,  approval or action
of, or make any filing with or give any notice to, any corporation, partnership,
person, firm or other entity or any public,  governmental or judicial authority,
and this AGREEMENT and the RELATED  AGREEMENTS  will be in full force and effect
on the CLOSING DATE.

     (d) The  execution,  delivery and  performance  of this  AGREEMENT  and the
RELATED AGREEMENTS and the consummation of the transactions  contemplated hereby
in  accordance  with the terms and  conditions  hereof  will not (i) violate any
provision of the  certificate  of  incorporation,  bylaws,  or other  charter or

<PAGE>

organizational documents of DELTA AND PINE LAND COMPANY or its AFFILIATES;  (ii)
violate, conflict with or result in the breach of any of the terms of, result in
any  modification of the effect of, otherwise give any other  contracting  party
the right to terminate,  or constitute  (or with notice or lapse of time or both
constitute) a default under,  any contract or other agreement to which DELTA AND
PINE LAND COMPANY or its  AFFILIATES  is a party or by or to which its assets or
properties  may be bound or  subject;  (iii)  violate  (A) any order,  judgment,
injunction, award or decree of a court, arbitrator or governmental or regulatory
body, or (B) any agreement  with, or condition  imposed by, any  governmental or
regulatory  body,  foreign or  domestic,  against or binding upon DELTA AND PINE
LAND COMPANY or its AFFILIATES or upon their securities,  assets or business; or
(C) violate any statute,  law or regulation of any jurisdiction as such statute,
law or  regulation  relates to DELTA AND PINE LAND COMPANY or its  AFFILIATES or
their properties or business.

                      ARTICLE 4 - CONFIDENTIAL INFORMATION
                      ------------------------------------

     4.1  CONFIDENTIAL  INFORMATION.  Neither DELTA AND PINE LAND COMPANY and/or
          -------------------------
its  AFFILIATES  nor SYNGENTA CROP  PROTECTION AG and/or its  AFFILIATES  shall,
during the period specified in Subsection 4.2,  disclose to any other person (a)
any information received from the other PARTY hereunder which is designated upon
disclosure as "confidential" and/or (b) any information or technology subject to
confidential  treatment  under  any of  the  LICENSE  AGREEMENTS  (collectively,
"CONFIDENTIAL  INFORMATION")  except with the prior written consent of the other
PARTY or as provided in  Subsection  4.3,  provided  that the  disclosure of any
CONFIDENTIAL  INFORMATION  covered by Section 8 of any of the LICENSE AGREEMENTS
shall be governed by the provisions of the applicable LICENSE AGREEMENT(S) which
shall control in the event of conflict with this Article 4.

     4.2 PERIOD OF  CONFIDENTIALITY.  The period  referred to in Subsection  4.1
         --------------------------
shall be the  period  beginning  with the date of  receipt  of the  CONFIDENTIAL
INFORMATION  and  ending,  with  respect  to that  information,  as long as such
information is entitled to trade secret protection under applicable law and such
information is identified in writing by the disclosing PARTY as entitled to such
trade secret protection at the time of disclosure,  and as to other CONFIDENTIAL
INFORMATION,  ten (10) years  after  receipt of such  CONFIDENTIAL  INFORMATION,
provided that, to the extent  information  submitted in support of  applications
for  regulatory  approvals and clearance are subject to  confidential  treatment
under  applicable  laws and  regulations  for a longer  period,  the  period  of
confidentiality under Subsection 4.1 as to such information submitted in support
for regulatory approvals and clearance shall extend until the expiration of such

<PAGE>

longer  period  for  confidential  treatment  under  such  applicable  laws  and
regulations.

     4.3 USES OF  CONFIDENTIAL  INFORMATION.  CONFIDENTIAL  INFORMATION  may be:
         ----------------------------------

     (a)  Disclosed  by  the  RECIPIENT  to  any  of  its  directors,  officers,
employees,  agents or contractors to such extent only as is reasonably necessary
for fulfillment of the RECIPIENT'S obligations under this AGREEMENT or under the
RELATED AGREEMENTS, and subject, in each case, to the RECIPIENT'S obligating the
person in question to hold the same confidential by written agreement coincident
in scope and term with the confidentiality obligation of this AGREEMENT and that
person  further  agreeing  not to use the same except for the purposes for which
the disclosure is made;

     (b) Disclosed by the RECIPIENT to any  governmental  or other  authority or
regulatory  body to the extent  required  by law.  Provided,  however,  that the
RECIPIENT  shall take all  reasonable  measures to ensure that such authority or
body  keeps  the same  confidential  and does  not use the same  except  for the
purpose  for which  such  disclosure  is made to the  extent  that  confidential
treatment is  available  under  applicable  statutes or  regulations.  Provided,
further, that the PARTY proposing to so disclose shall give prior notice of that
intent to the PARTY which  disclosed such  CONFIDENTIAL  INFORMATION  and permit
said other  PARTY,  at its  option,  to  contest  said  requirement  and to seek
confidential treatment of such information;

     (c)  Disclosed to a court or  litigant,  to the extent such  disclosure  is
ordered by a court or  government  agency of competent  jurisdiction.  Provided,
however,  that the RECIPIENT  shall take all reasonable  measures to ensure that
the court, other litigants,  or government agency keep the same confidential and
does not use the same except for the purpose for which such  disclosure is made.
Provided,  further,  that the PARTY  proposing  to so disclose  shall give prior
notice of that intent to the PARTY which disclosed such CONFIDENTIAL INFORMATION
and permit said other PARTY,  at its option to contest said  requirement  and to
seek confidential treatment of such information; and

     (d) Used by the RECIPIENT for any purpose, or disclosed by the RECIPIENT to
any other person, to the extent only that it is on the date of this AGREEMENT or
thereafter  becomes,  public knowledge through no fault of the RECIPIENT,  or is
disclosed  to the  RECIPIENT  by a third  party as a matter of right,  or can be
shown by the RECIPIENT by written  records to have been known to the PARTY prior
to such disclosure.

     4.4 RIGHTS AND REMEDIES  UPON BREACH.  If a PARTY or any of its  AFFILIATES
         --------------------------------
breaches,  or  threatens  to commit a breach of, any of the  provisions  of this
Article 4 or of  Section 8 of any of the  LICENSE  AGREEMENTS,  the other  PARTY
shall have the right and, remedy to have such provisions  specifically  enforced
by any  court of  competent  jurisdiction,  and  appropriate  injunctive  relief
granted in connection therewith,  it being acknowledged and agreed that any such
breach or threatened  breach will cause  irreparable  injury to such other PARTY
and that money damages will not provide an adequate  remedy to such other PARTY.
Nothing in this  Section 4.4 shall be  construed to limit the right of any PARTY
to collect money damages in the event of a breach of such provisions.

     4.5  SEVERABILITY  OF COVENANTS.  If any court  determines  that any of the
          --------------------------
covenants of this Article 4 or of Section 8 of any of the LICENSE AGREEMENTS, or
any part thereof, is invalid or unenforceable,  the remainder of such covenants,
to the extent  enforceable under applicable law, shall not be affected and shall
be given full effect,  without  regard to the portions  which have been declared
invalid or unenforceable.

     4.6 PUBLIC ANNOUNCEMENT.  Neither SYNGENTA CROP PROTECTION AG nor DELTA AND
         -------------------
PINE LAND COMPANY nor their respective  AFFILIATES  and/or successors or assigns
shall make any announcement or  communication  or press release  concerning this
AGREEMENT and/or the LICENSE  AGREEMENTS  without the consent of the other PARTY
and  mutual  written  approval  of such  announcement,  communication  or  press
release,  except as may be  required by  applicable  laws and  regulations  or a
supervisory or regulatory authority.

                           ARTICLE 5 - FORCE MAJEURE
                          ---------------------------

     5.1 FORCE MAJEURE.  Except with regard to any payments required pursuant to
         -------------
this  AGREEMENT,  no PARTY shall be liable for delay or failure to  perform,  in
whole or in part,  by reason of  contingencies  beyond  its  reasonable  control
("FORCE MAJEURE"),  whether herein  specifically  enumerated or not,  including,
among others, acts of God, war, acts of war, revolution, civil commotion, riots,
acts of public enemies, terrorism,  blockade or embargo, delays of carriers, car
shortage,  fire, explosion,  breakdown of equipment,  strike,  chemical reversal
reactions, lockout, labor dispute, casualty or accident,  earthquake,  epidemic,
flood, cyclone, tornado, hurricane or other windstorm,  delays of vendors, or by
reason  of  any  law,  order,  proclamation,   regulation,   ordinance,  demand,
requisition,  requirement  or  any  other  act of  any  governmental  authority;
provided,  however,  that the PARTY so affected shall, as promptly as reasonably
possible  under the  circumstances,  give  written or oral  notice to each other
parties whenever such a contingency  appears likely to occur or has occurred and
shall use all reasonable  efforts to overcome the effects of the  contingency as
promptly as possible and shall allow each such PARTY such access and information
as may be necessary or desirable to evaluate such contingency. No PARTY shall be
required to resolve a strike,  lockout or other labor  problem in a manner which

<PAGE>

it alone does not deem  proper and  advisable.  If any PARTY is  affected  by an
event of the sort  enumerated in or  contemplated by this Subsection 5.1, it may
suspend performance of this AGREEMENT for a period of time equal to the duration
of the event  excusing  such  performance  and the time required to overcome the
consequences  of such event and resume  performance.  The  affected  PARTY shall
complete  performance as required by this AGREEMENT as soon as practicable after
removal or cessation of the cause for the delay or reduction in performance.

                             ARTICLE 6 - LIABILITY
                             ---------------------

     6.1  LIABILITY  TO ANY OTHER  PARTY.  Neither  PARTY shall be liable to the
          ------------------------------
other  PARTY  under this  AGREEMENT  for  indirect,  incidental,  consequential,
special or punitive damages. This provision shall not affect the remedies and/or
limitations of remedies  available  under any of the LICENSE  AGREEMENTS,  which
shall control in the event of conflict with this Article 6.

                            ARTICLE 7 - TERMINATION
                            -----------------------

     7.1 TERM.  This  AGREEMENT  shall be  effective  as of the date first above
         ----
written and shall continue in full force and effect unless and until  terminated
as hereinafter provided.

     7.2 BREACH OF OBLIGATIONS.  Breach by SYNGENTA CROP PROTECTION AG of any of
         ---------------------
the material  provisions of this  AGREEMENT  (other than default upon any of the
payment  obligations  provided herein) shall entitle DELTA AND PINE LAND COMPANY
to give  SYNGENTA  CROP  PROTECTION  AG notice to cure such  breach or  default.
Breach by DELTA AND PINE LAND COMPANY of any of the material  provisions of this
AGREEMENT  (other  than  default  upon any of the payment  obligations  provided
herein)  shall entitle  SYNGENTA CROP  PROTECTION AG to give DELTA AND PINE LAND
COMPANY notice to cure such breach.  If a breach is not cured within ninety (90)
days after such written notice, the materially-affected PARTY may terminate this
AGREEMENT  by  giving  notice  to the other  PARTY to take  effect  immediately,
provided that the non-breaching  PARTY shall not have such right to terminate if
existence  of  the  alleged  breach  is  subject  to  dispute  resolution  under
Subsection  8.12 on the date on which a termination  notice could otherwise have
been  given  and is cured,  as  necessary,  within  thirty  (30) days  after the

<PAGE>

conclusion  of any  dispute  resolution  proceeding  thereunder  (including  any
arbitration  proceedings),  provided that if the DISPUTE relating to the alleged
default is referred to arbitration under Subsection  8.12(b) and the arbitration
panel has not rendered a final decision on the DISPUTE within one hundred eighty
(180) days after the date on which the initial notice of referral of the subject
DISPUTE to arbitration was given, a non-breaching PARTY (if it has not caused or
materially  contributed  to the delay in  rendition of the  arbitration  panel's
decision) may thereupon give notice of  termination  based upon any then uncured
material  breach  described in its original  notice under this Subsection 7.2 to
take effect immediately.

     7.3  DEFAULT ON  PAYMENT.  In the event of default  on any  payment  due by
          -------------------
SYNGENTA CROP  PROTECTION AG to DELTA AND PINE LAND COMPANY or by DELTA AND PINE
LAND COMPANY to SYNGENTA  CROP  PROTECTION AG hereunder and failure to cure such
default within sixty (60) days of notice,  the  non-defaulting  PARTY shall have
the  right to  terminate  this  AGREEMENT,  and to  terminate  any or all of the
LICENSE  AGREEMENTS,  by giving  notice to the  defaulting  PARTY to take effect
immediately,  provided that the  non-defaulting  PARTY shall not have a right to
terminate  if the alleged  default is then subject to dispute  resolution  under
Subsection  8.12 on the date on which a termination  notice could otherwise have
been  given  and is cured,  as  necessary,  within  thirty  (30) days  after the
conclusion  of any  dispute  resolution  proceeding  thereunder  (including  any
arbitration  proceedings),  provided that if the DISPUTE relating to the alleged
default is referred to arbitration under Subsection  8.12(b) and the arbitration
panel has not rendered a final decision on the DISPUTE within one hundred eighty
(180) days after the date on which the initial notice of referral of the subject
DISPUTE to arbitration was given, a non-breaching PARTY (if it has not caused or
materially  contributed  to the delay in  rendition of the  arbitration  panel's
decision) may thereupon give notice of  termination  based upon any then uncured
default in payment described in its original notice under this Subsection 7.3 to
take effect immediately.

     7.4 ADDITIONAL  REMEDIES.  Termination of this AGREEMENT by any PARTY under
         --------------------
any circumstances shall in no way be deemed to be or construed as a restriction,
limitation or waiver of such PARTY'S rights to pursue any  additional  remedy at
law  or  in  equity.  This  provision  shall  not  affect  the  remedies  and/or
limitations of remedies  available  under any of the LICENSE  AGREEMENTS,  which
shall control in the event of conflict with this Subsection 7.4.

<PAGE>

     7.5 SURVIVAL.  The rights and  obligations set forth in Articles 4, 5, 6, 7
         --------
or 8 hereof  shall  survive the  termination  of this  AGREEMENT.  In  addition,
termination  of this  AGREEMENT  shall not  affect  any  liability  of any PARTY
accrued prior to the effective date of such termination.

                              ARTICLE 8 - GENERAL
                              --------------------

     8.1 ASSIGNMENT OF DELTA AND PINE LAND COMPANY'S RIGHTS AND OBLIGATIONS. The
         ------------------------------------------------------------------
rights and  obligations  under this AGREEMENT  pertaining to DELTA AND PINE LAND
COMPANY  are  personal  to DELTA AND PINE LAND  COMPANY  and DELTA AND PINE LAND
COMPANY shall not (by operation of law or otherwise) assign, mortgage, pledge as
security,  or sublicense any of its rights  hereunder,  nor shall DELTA AND PINE
LAND COMPANY subcontract or delegate any of its obligations under this AGREEMENT
except with the prior written consent of SYNGENTA CROP PROTECTION AG (other than
in the ordinary  course of  business,  in which case DELTA AND PINE LAND COMPANY
shall remain  liable to SYNGENTA with respect to  performance  of DELTA AND PINE
LAND COMPANY'S  obligations  under this AGREEMENT),  provided that,  without the
consent of SYNGENTA CROP  PROTECTION  AG, DELTA AND PINE LAND COMPANY shall have
the right to assign this AGREEMENT and the rights and obligations  hereunder (A)
to an  AFFILIATE  of DELTA  AND PINE  LAND  COMPANY  or (B) to a third  party in
connection with the reorganization,  consolidation,  spin-off, sale, or transfer
of all or  substantially  all of its stock or the  assets of DELTA AND PINE LAND
COMPANY'S cotton seed business,  either alone or in conjunction with other DELTA
AND  PINE  LAND  COMPANY  business,  provided  that,  as  a  condition  of  such
assignment,  the assignee  shall agree in writing to be bound by the  provisions
hereof.

     8.2 ASSIGNMENT OF SYNGENTA CROP PROTECTION AG'S RIGHTS AND OBLIGATIONS. The
         ------------------------------------------------------------------
rights  and  obligations  under  this  AGREEMENT  pertaining  to  SYNGENTA  CROP
PROTECTION  AG are personal to SYNGENTA  CROP  PROTECTION  AG and SYNGENTA  CROP
PROTECTION AG shall not (by operation of law or otherwise) assign,  mortgage, or
pledge  as  security  any of its  rights  hereunder,  nor  shall  SYNGENTA  CROP
PROTECTION AG subcontract  or otherwise  delegate any of its  obligations  under
this  AGREEMENT  except  with the prior  written  consent of DELTA AND PINE LAND
COMPANY (other than in the ordinary  course of business,  in which case SYNGENTA
shall remain  liable to DELTA AND PINE LAND COMPANY with respect to  performance
of SYNGENTA'S  obligations under this AGREEMENT),  provided,  that,  without the
consent of DELTA AND PINE LAND COMPANY,  (i) when  expressly  permitted to do so
under the provisions of a LICENSE AGREEMENT, SYNGENTA CROP PROTECTION AG may, in

<PAGE>

       **CONFIDENTIAL TREATMENT REQUESTED BY DELTA AND PINE LAND COMPANY**

the ordinary  course of business,  subcontract  or delegate  performance  of its
obligations  under  the  LICENSE  AGREEMENTS  (including,  but not  limited  to,
breeding, development, increase, testing, and marketing seed and collecting fees
for use of technology)  to third parties under contract with SYNGENTA,  and (ii)
SYNGENTA CROP  PROTECTION  AG shall have the right to assign this  AGREEMENT and
the rights and  obligations  hereunder  (A) to an  AFFILIATE  of  SYNGENTA  CROP
PROTECTION  AG or (B) to a third party in  connection  with the  reorganization,
consolidation,  spin-off,  sale, or transfer of all or substantially  all of its
stock or its assets related to research and  development in the field of cotton,
or such  other  business  unit of  SYNGENTA  CROP  PROTECTION  AG as may then be
responsible for compliance  with this AGREEMENT,  either alone or in conjunction
with other SYNGENTA CROP  PROTECTION AG business,  provided that, as a condition
of such  assignment,  the  assignee  shall  agree in  writing to be bound by the
provisions hereof.

     8.3 RELATION OF PARTIES.  Nothing in this  AGREEMENT  shall  create,  or be
         -------------------
deemed to create,  a  partnership,  or the  relationship  of principal and agent
among the parties.

     8.4  INTEGRATION  OF CONTRACT.  This  AGREEMENT and the LICENSE  AGREEMENTS
          ------------------------
constitutes  the full  understanding  of the PARTIES,  a complete  allocation of
risks  between  them and a complete  and  exclusive  statement  of the terms and
conditions of their agreement  relating to the subject matter hereof and thereof
and all prior agreements,  negotiations,  dealings and  understandings,  whether
oral or written,  regarding the subject  matter  hereof and thereof,  are hereby
superceded  and merged into this  AGREEMENT and the RELATED  AGREEMENTS  entered
into by DELTA AND PINE LAND COMPANY and SYNGENTA CROP  PROTECTION AG pursuant to
this AGREEMENT,  provided that *****

<PAGE>


     8.5 WAIVERS AND  AMENDMENTS.  This  AGREEMENT  may be amended,  superceded,
         -----------------------
canceled,  renewed or extended,  and the terms  hereof may be waived,  only by a
written  instrument signed by both PARTIES,  or, in the case of a waiver, by the
PARTY or PARTIES waiving  compliance.  Except where a specific period for action
or inaction is provided herein,  no delay on the part of any PARTY in exercising
any right, power or privilege  hereunder shall operate as a waiver thereof.  Nor
shall any waiver on the part of any PARTY of any such right, power or privilege,
nor any  single or  partial  exercise  of any such  right,  power or  privilege,
preclude any further exercise thereof or the exercise of any subsequent or other
such  right,  power or  privilege.  Except  as  otherwise  provided  herein,  no
conditions,  usage of trade, course of dealing or performance,  understanding or
agreement  purporting  to  modify,  vary,  explain  or  supplement  the terms or
conditions of this AGREEMENT  shall be binding unless  hereafter made in writing
and signed by the PARTY to be bound, or by a written  amendment  hereof executed
by both PARTIES, and no modification shall be effected by the acknowledgement or
acceptance  of any forms or other  documents  containing  terms or conditions at
variance with or in addition to those set forth in this AGREEMENT.

     8.6  HEADINGS.  Section  and  Subsection  headings  as to the  contents  of
          --------
particular  Sections and Subsections are for convenience  only and are in no way
to be construed as part of this AGREEMENT or as a limitation of the scope of the
particular Section or Subsection to which they refer.

     8.7  REFERENCES TO SECTIONS,  SUBSECTIONS  AND EXHIBITS.  Unless  otherwise
          --------------------------------------------------
expressly stated,  all Sections and Subsections  referred to herein are Sections
and  Subsections  of this  AGREEMENT,  and all  Exhibits  referred to herein are
Exhibits attached hereto.

     8.8 PARTIAL  INVALIDITY.  If any provision of this AGREEMENT is held by any
         -------------------
competent  authority to be invalid or  unenforceable  in whole or in part,  this
AGREEMENT shall continue to be valid as to the other provisions  thereof and the
remainder of the affected provision, provided that in the event that the absence
of such  provision(s)  causes a material  adverse  change in either the risks or
benefits of this  AGREEMENT to any PARTY,  the PARTIES  shall  negotiate in good
faith  concerning a commercially  reasonable  substitute or replacement  for the
invalid or unenforceable provision(s).

     8.9  GOVERNING  CONTRACT LAW.  THIS  AGREEMENT  AND THE RELATED  AGREEMENTS
          -----------------------
SHALL,  EXCEPT AS PROVIDED IN SUBSECTION  8.10, BE GOVERNED AND CONSTRUED IN ALL
RESPECTS IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF DELAWARE  (OTHER THAN ITS
CONFLICTS  OF LAW  RULES),  INCLUDING,  BUT NOT  LIMITED  TO,  ITS  STATUTES  OF
LIMITATION.

<PAGE>

     8.10  GOVERNING  PATENT LAW. Any question  arising out of this AGREEMENT or
           ---------------------
RELATED  AGREEMENTS  as to the  validity,  construction  or effect of any United
States patent shall be decided in  accordance  with Title 35 United States Code,
related  provisions of the United States Code and  applicable  judicial and U.S.
Patent and  Trademark  Office  precedents,  and of any foreign  patent  shall be
decided in accordance with applicable patent laws.

     8.11  NOTICES.  Any notice or other  information  required or authorized by
           -------
this  LICENSE  AGREEMENT to be given by either PARTY to the other PARTY shall be
given in writing and shall be deemed  sufficiently given when delivered by hand,
or transmitted by express mail or overnight  courier service,  or transmitted by
facsimile or other means of electronic data  transmission,  confirmed by express
mail or overnight courier service, to the following addresses of the other PARTY
or such other  address(es) as is (are) notified to such PARTY by the other PARTY
from time to time.

                  If to DELTA AND PINE LAND COMPANY:

                           Delta and Pine Land Company
                           One Cotton Row
                           Scott, Mississippi 38772
                           USA

                           Attention:       President

                  With copy to:

                           Jerome C. Hafter
                           Phelps Dunbar, LLP
                           111 East Capitol Street
                           Suite 600
                           Jackson, Mississippi 39201
                           USA

                  If to SYNGENTA CROP PROTECTION AG:

                           Syngenta Crop Protection AG
                           Schwarzwaldallee 215
                           CH - 4058, Basel
                           Switzerland

                           Attention:  Chief Operating Officer, Syngenta Seeds
<PAGE>

                  With copy to:

                           SYNGENTA INTERNATIONAL AG
                           Schwarzwaldallee 215
                           CH - 4058, Basel
                           Switzerland

                           Attention:  General Counsel

     8.12 DISPUTE RESOLUTION.
          ------------------

     (a) Any claim,  dispute,  difference  or  controversy  between  the PARTIES
arising out of, or relating  to, this  AGREEMENT  which has not been  settled by
mutual understanding between the parties (a "DISPUTE") shall be submitted within
thirty (30) days of such  DISPUTE to a panel  consisting  of a senior  executive
nominated by each PARTY (the "PANEL").  Such PANEL shall meet and use reasonable
efforts to resolve said DISPUTE.

     (b) If the  DISPUTE  has not  been  resolved  within  thirty  (30)  days of
submission to the Panel, then either PARTY may invoke the following  arbitration
rights:

     (i) The DISPUTE  shall be referred  to  arbitration  under the rules of the
American  Arbitration  Association  (AAA) to the extent  that such rules are not
inconsistent  with the  provisions of this  Subsection  8.12.  Judgment upon the
award of the arbitrators may be entered in any court having jurisdiction thereof
or  application  may be made to such  court for a judicial  confirmation  of the
award  and an  order  of  enforcement,  as the  case  may  be.  The  demand  for
arbitration shall be made within a reasonable time after the DISPUTE in question
has arisen and, in any event,  shall not be made after the date when institution
of legal or equitable proceedings,  based on such DISPUTE would be barred by the
applicable statute of limitations;

     (ii)  The  independent   arbitration  panel  shall  consist  of  three  (3)
independent  arbitrators,  one (1) of whom shall be appointed  by SYNGENTA  CROP
PROTECTION  AG and one (1) of which  shall be  appointed  by DELTA AND PINE LAND
COMPANY.  In the event that one (1) PARTY does not designate an arbitrator,  the
other PARTY may request  the  Executive  Secretary  of the AAA to  designate  an
arbitrator for such PARTY. The two (2) arbitrators thus appointed shall choose a
third (3rd) arbitrator;  provided, however, that, if the arbitrators selected by
the PARTIES  involved in the Dispute are unable to agree on the  appointment  of
such  additional  arbitrator,  any of the selected  arbitrators may petition the
Executive  Secretary  of the  AAA to make  the  appointment  of such  additional
arbitrator; and

<PAGE>

     (iii) The place of arbitration shall be Memphis, Tennessee, USA.

     (iv) The arbitrators  shall be instructed to render their final decision on
the DISPUTE at the earliest practical date and, in any event, not later than one
hundred  eighty (180) days from the date on which the demand for  arbitration of
the subject DISPUTE was made by a PARTY.

     (v) The arbitration  filing fees and other costs of the  arbitration  panel
shall be paid by the  PARTY  that has  submitted  the  DISPUTE  to  arbitration;
provided that the PARTY that does not prevail based on the arbitrators' decision
shall reimburse the prevailing PARTY for such fees and expenses if they had been
initially paid by such prevailing PARTY. Otherwise each PARTY shall bear its own
costs and expenses of the arbitration including its own attorneys fees.

     (c) Pending  resolution of any DISPUTE,  each PARTY involved in the DISPUTE
shall make every reasonable effort to minimize adverse economic  consequences to
the PARTIES under the AGREEMENT  and the RELATED  AGREEMENTS  which would result
from any delays  caused by  attempts  to resolve the  DISPUTE.  Such  reasonable
effort shall  include,  without  limitation,  continued  performance of relevant
obligations   under  a  reservation  of  rights  in  lieu  of  termination   and
nonperformance,  and nothing  contained in this  Subsection  8.12 shall serve to
preclude any party from its right to seek any remedy at law to enforce the award
of the arbitrators or to exercise its other rights under this AGREEMENT.

     8.13  INCORPORATION  OF EXHIBITS.  Schedules  1.1 and 2.2 and Exhibits A-C,
           --------------------------
inclusive,  are incorporated  herein and made a part hereto.

     8.14 PARTIES  BOUND AND BENEFIT.  Except as  otherwise  expressly  provided
          --------------------------
herein,  all  provisions  of this  AGREEMENT  shall be binding on,  inure to the
benefit  of, and be  enforceable  by or against the  successors  and assigns and
AFFILIATES of each PARTY.  None of the provisions of this AGREEMENT shall be for
the benefit of or enforceable by any third party, including, without limitation,
any  creditor  of any PARTY.  No third  party  shall  obtain any right under any
provision of this AGREEMENT or shall, by reason of any such provision,  make any
claim in respect of any debt,  liability,  or obligation (or otherwise)  against
any of the PARTIES.

     8.15  EXPENSES.  Except as otherwise  provided in this  AGREEMENT or in any
           --------
other  RELATED  AGREEMENT,  each PARTY  shall  assume  and pay its own  expenses
related to the  negotiation  and  execution  of this  AGREEMENT  and the RELATED

<PAGE>

AGREEMENTS,  the preparation for carrying them into effect and the  consummation
of the transactions contemplated thereby. Without limiting the generality of the
foregoing, but subject to the same exception, each PARTY shall pay all legal and
accounting  fees,  and other fees to  consultants  and  advisers  incurred by it
relating to this AGREEMENT and the RELATED  AGREEMENTS and such transactions and
shall  indemnify  and hold the other  PARTIES free and harmless from any of such
expenses and fees. No broker,  finder,  agent or similar  intermediary has acted
for or on  behalf  of  any  PARTY  in  connection  with  this  agreement  or the
transactions contemplated hereby.

     8.16 COUNTERPARTS.  This AGREEMENT may be executed in counterparts, each of
          ------------
which shall be an original and all of which shall  together  constitute  one and
the same instrument.

     IN WITNESS  WHEREOF,  the PARTIES have caused this AGREEMENT to be executed
by their respective  representatives  thereunto duly authorized,  as of the date
first above written.


DELTA AND PINE LAND COMPANY              SYNGENTA CROP PROTECTION AG


By: /s/ R. D. Greene                     By: /s/ D. J. Jones
  ---------------------------------          ----------------------------------

Title:  Vice President - Finance         Title: Head of Business Development
        and Treasurer
      -----------------------------            --------------------------------


                                         By: /s/ G. J. Walker
                                            -----------------------------------

                                         Title: Financial Controller
                                               --------------------------------



<PAGE>


       **CONFIDENTIAL TREATMENT REQUESTED BY DELTA AND PINE LAND COMPANY**
                                  SCHEDULE 1.1

                                      *****

*****



<PAGE>




                                  SCHEDULE 2.2

                        SCHEDULED INSTALLMENT PAYMENTS OF
                  LICENSE PURCHASE PRICE OF LICENSE AGREEMENTS





<TABLE>
<S>                     <C>              <C>              <C>                   <C>
PAYMENT              VIP3A GENE       Cry1Ab GENE        ENABLING             TOTAL OF
DATE                 LICENSE          LICENSE            TECHNOLOGY           SCHEDULED PAYMENTS
                     AGREEMENT        AGREEMENT          LICENSE AGREEMENT    ON STATED DATE

WITHIN 5
BUSINESS
DAYS OF
CLOSING
DATE          2004       7,600,000.00       6,200,000.00        300,000.00       14,100,000.00

July 15       2005       3,200,000.00       2,600,000.00                 0        5,800,000.00

October 15    2005       3,200,000.00       2,600,000.00                 0        5,800,000.00

July 15       2006       2,200,000.00       2,150,000.00                 0        4,350,000.00

October 15    2006       2,200,000.00       2,150,000.00                 0        4,350,000.00

July 15       2007         700,000.00         900,000.00                 0        1,600,000.00

October 15    2007         700,000.00         900,000.00                 0        1,600,000.00

July 15       2008         700,000.00         900,000.00                 0        1,600,000.00

October 15    2008         700,000.00         900,000.00                 0        1,600,000.00

July 15       2009         750,000.00         750,000.00                 0        1,500,000.00

October 15    2009         750,000.00         750,000.00                 0        1,500,000.00

July 15       2010         750,000.00         750,000.00                 0        1,500,000.00

October 15    2010         750,000.00         750,000.00                 0        1,500,000.00
                        -------------      -------------        ----------       -------------

TOTAL                   24,200,000.00      22,300,000.00        300,000.00       46,800,000.00


             ALL SCHEDULED PAYMENTS STATED IN UNITED STATES DOLLARS


</TABLE>




<PAGE>




                                    EXHIBIT A

                          VIP3A GENE LICENSE AGREEMENT


<PAGE>


                                    EXHIBIT B

                          Cry1Ab GENE LICENSE AGREEMENT


<PAGE>


                                    EXHIBIT C

                      ENABLING TECHNOLOGY LICENSE AGREEMENT