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

                              RESTATED Cry1Ab GENE
                                LICENSE AGREEMENT

                   effective as of the 24th day of August 2004

                                     between





                           SYNGENTA CROP PROTECTION AG

                                       and

                           DELTA AND PINE LAND COMPANY



<PAGE>



                                Table of Contents

<TABLE>
<S>                                                                                                     <C>


SECTION 1 -- BACKGROUND............................................................................................1


SECTION 2 -- INTERPRETATION........................................................................................1

              2.1     DEFINITIONS..................................................................................1
              2.2     STATUTORY REFERENCES........................................................................12
              2.3     DEFINED TERMS...............................................................................12

SECTION 3 -- LICENSES.............................................................................................13

              3.1     LICENSE TO Cry1Ab GENE......................................................................13
              3.2     LICENSE TO PRODUCE AND SELL LICENSED COMMERCIAL SEED........................................13
              3.3     LICENSE TO MULTIPLY LICENSED COMMERCIAL SEED................................................13
              3.4     EX-U.S. SUBLICENSES.........................................................................13
              3.5     RIGHTS RETAINED BY SYNGENTA.................................................................14
              3.6     COMBINED GENE COTTON SEED...................................................................17
              3.7     CONDITIONS ON LICENSES......................................................................19
              3.8     GENE TRADEMARK..............................................................................20
              3.9     THIRD PARTY VIOLATIONS OR INVALIDITY OF RESTRICTIONS ON SUBLICENSE..........................21

SECTION 4 -- COMMERCIAL DEVELOPMENT ACTIVITIES OF THE PARTIES.....................................................21

              4.1     COMMERCIAL DEVELOPMENT PLAN.................................................................21
              4.2     CONSULTATION................................................................................22
              4.3     GENE PROTECTION AND REGULATORY ACTIVITIES...................................................22
              4.4     SEED DEVELOPMENT AND COMMERCIALIZATION RESPONSIBILITIES.....................................29
              4.5     LICENSE MANAGEMENT COMMITTEE................................................................32

SECTION 5 -- OWNERSHIP OF TECHNOLOGY..............................................................................37

              5.1     SYNGENTA TECHNOLOGY AND LICENSED PATENT RIGHTS..............................................37
              5.2     D&PL TECHNOLOGY.............................................................................37
              5.3     SAFETY, TOXICOLOGY AND EFFICACY DATA........................................................37
              5.4     USE OF DATA.................................................................................38

SECTION 6 -- TECHNOLOGY FEES AND ROYALTY..........................................................................38

              6.1     TECHNOLOGY FEE..............................................................................38
              6.2     COMPENSATION TO SYNGENTA FOR LICENSE TO THE GENE............................................42
              6.3     ROYALTY PERIOD..............................................................................42

SECTION 7 -- BUSINESS RECORDS/PAYMENTS............................................................................44

              7.1     D&PL BUSINESS RECORDS.......................................................................44
              7.2     D&PL REPORTS AND PAYMENTS...................................................................44
              7.3     SYNGENTA BUSINESS RECORDS...................................................................45
              7.4     SYNGENTA REPORTS AND PAYMENTS...............................................................46
              7.5     PAYMENT ADDRESS.............................................................................46
              7.6     PAYMENTS....................................................................................47
              7.7     INTEREST ON OUTSTANDING BALANCES............................................................48
              7.8     SYNGENTA PATENT RECORDS.....................................................................48



<PAGE>




SECTION 8 -- CONFIDENTIALITY......................................................................................48

              8.1     NON-DISCLOSURE OF CONFIDENTIAL INFORMATION..................................................48
              8.2     PERIOD OF CONFIDENTIALITY...................................................................48
              8.3     USES OF CONFIDENTIAL INFORMATION............................................................49

SECTION 9 -- FORCE MAJEURE........................................................................................50

              9.1     FORCE MAJEURE...............................................................................50

SECTION 10 -- TERM AND TERMINATION................................................................................51

              10.1    TERM OF LICENSES............................................................................51
              10.2    TERMINATION.................................................................................51
              10.3    BREACH OF OBLIGATIONS.......................................................................51
              10.4    DEFAULT ON PAYMENT..........................................................................51
              10.5    EFFECT OF TERMINATION.......................................................................52
              10.6    SURVIVAL OF COVENANTS.......................................................................52

SECTION 11 -- WARRANTIES AND WARRANTY LIMITATIONS.................................................................52

              11.1    SYNGENTA WARRANTIES.........................................................................52
              11.2    D&PL WARRANTIES.............................................................................53
              11.3    MUTUAL WARRANTIES...........................................................................54
              11.4    NO OTHER WARRANTIES.........................................................................54
              11.5    EXCLUSIVE REMEDY............................................................................55

SECTION 12 -- PATENT INFRINGEMENT.................................................................................55

SECTION 13 -- CLAIMS BY VENDEES FOR FAILURE OF GENE PERFORMANCE...................................................55

SECTION 14 -- GENERAL.............................................................................................55

              14.1    ASSIGNMENT OF D&PL'S RIGHTS AND OBLIGATIONS.................................................55
              14.2    ASSIGNMENT OF SYNGENTA'S RIGHTS AND OBLIGATIONS.............................................56
              14.3    RELATION OF PARTIES.........................................................................57
              14.4    INTEGRATION OF CONTRACT.....................................................................57
              14.5    WAIVERS AND AMENDMENTS......................................................................57
              14.6    HEADINGS....................................................................................58
              14.7    REFERENCES TO SECTIONS, SUBSECTIONS AND EXHIBITS............................................58
              14.8    PARTIAL INVALIDITY..........................................................................58
              14.9    GOVERNING CONTRACT LAW......................................................................58
              14.10   GOVERNING PATENT LAW........................................................................59
              14.11   NOTICES.....................................................................................59
              14.12   DISPUTE RESOLUTION..........................................................................60
              14.13   INCORPORATION OF EXHIBITS...................................................................61

</TABLE>


<PAGE>


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

Exhibit A - *****
Exhibit B - Cry1Ab Gene Trademark License Agreement
Exhibit C - *****
Exhibit D - Agronomic Criteria
Exhibit E - Seed Purity Standards
Exhibit F - Pricing Regions in the United States
Exhibit G - *****
Exhibit H - *****
Exhibit I - *****
Exhibit J - *****
Exhibit K - *****
Exhibit L - *****
Exhibit M - *****




<PAGE>



                          RESTATED Cry1Ab GENE LICENSE AGREEMENT
                          --------------------------------------

     THIS  RESTATED  Cry1Ab GENE  LICENSE  AGREEMENT  ("LICENSE  AGREEMENT")  is
effective  as of the 24th day of  August  2004  (the  "EFFECTIVE  DATE")  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.

                            SECTION 1 -- BACKGROUND
                            -----------------------

     1.1  SYNGENTA  has  developed  the  Cry1Ab  GENE  which  is  useful  in the
production of  genetically-modified  cotton plants  exhibiting INSECT RESISTANCE
and also  possesses  certain  know-how  and  germplasm  relating  to such cotton
plants.

     1.2 SYNGENTA and D&PL desire to enter into a license  agreement under which
D&PL  would be  granted a  worldwide  license  under  certain  patents  to which
SYNGENTA has rights to produce and sell LICENSED  COMMERCIAL SEED containing the
Cry1Ab  GENE  and to  sublicense  cotton  farmers  the  right  to  use  LICENSED
COMMERCIAL  SEED  exhibiting  INSECT  RESISTANCE to produce a single  commercial
cotton crop.

                          SECTION 2 -- INTERPRETATION
                          ---------------------------

     2.1 DEFINITIONS.  In this LICENSE  AGREEMENT,  unless the context otherwise
         -----------
requires:

     2.1.1 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 Item 1 of Exhibit K].
<PAGE>

     2.1.2 The term  "AGRONOMIC  CRITERIA"  means the standard for the agronomic
and commercial  acceptability as to yield,  fiber quality and disease resistance
which must be satisfied by  cultivars  of LICENSED  COMMERCIAL  SEED offered for
COMMERCIAL SALE as set forth in Exhibit D to this LICENSE AGREEMENT, as the same
may be amended in accordance with Subsection 4.4(a) of this LICENSE AGREEMENT.

     2.1.3 [Text in Exhibit I]

     2.1.4 The term "COMBINED GENE COTTON SEED" means a LICENSED COMMERCIAL SEED
which contains one or more NON-SYNGENTA GENE(S).

     2.1.5  The  term  "COMMERCIAL   DEVELOPMENT"  means  the  evaluation  of  a
particular  Cry1Ab GENE EVENT  (either  alone or in  combination  with any other
particular  SYNGENTA  GENE(S)  and/or  NON-SYNGENTA  GENE(S)),  (a) by  D&PL  in
DELTAPINE  CULTIVARS;  (b) by D&PL'S  sublicensees in DELTAPINE  CULTIVARS or in
SUBLICENSEE CULTIVARS;  (c) if permitted under this LICENSE AGREEMENT, by or for
SYNGENTA in cultivars other than DELTAPINE CULTIVARS;  or (d) if permitted under
this  LICENSE  AGREEMENT,  by a third  party  licensed by SYNGENTA in such third
party's  cultivars,   pursuant  to  the  COMMERCIAL  DEVELOPMENT  PLAN  after  a
determination  is made in  accordance  with  Subsection  4.4(b) of this  LICENSE
AGREEMENT that the  particular  Cry1Ab GENE EVENT has exhibited the criteria for
COMMERCIAL INSECT RESISTANCE.

     2.1.6 The term "COMMERCIAL DEVELOPMENT PLAN" means the plan for development
of LICENSED  COMMERCIAL SEED to be adopted in accordance with Subsection  4.4(a)
of this  LICENSE  AGREEMENT  as the same  may be  amended  from  time to time in
accordance with Section 4 of this LICENSE AGREEMENT.

     2.1.7 The term "COMMERCIAL INSECT RESISTANCE" means LEPIDOPTERAN RESISTANCE
meeting the criteria for  LEPIDOPTERAN  RESISTANCE in LICENSED  COMMERCIAL  SEED
sold for planting in THE TERRITORY or in any particular part of THE TERRITORY as
set  forth  in the  COMMERCIAL  DEVELOPMENT  PLAN  adopted  in  accordance  with
Subsection 4.4(a) of this LICENSE AGREEMENT.

     2.1.8 The term "COMMERCIAL SALE" with respect to a GENE means sale or other
transfer  for  value of cotton  seed  containing  such GENE for use by  LICENSED
GROWERS in producing a single commercial  commodity cotton crop (other than sale
or other transfer for testing or increase on behalf of the transferor).
<PAGE>

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

     2.1.9 [Text in Exhibit J]

     2.1.10 The term "COMPETITIVE  TECHNOLOGY FEE ADJUSTMENTS" means the amounts
established in accordance with Section 6 that D&PL may provide as adjustments to
the  TECHNOLOGY  FEES to meet  competitive  conditions in the  marketplace  in a
particular PRICING REGION.

     2.1.11 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.

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

     2.1.13 The term "Cry1Ab GENE EVENT" means a transformation event by which a
Cry1Ab  GENE is  inserted  in the  genome of a  sexually  viable  cotton  plant,
including,  but not limited to, the transformation events designated by SYNGENTA
as ***** and any  back-up  or  additional  Cry1Ab  GENE  transformation  events
resulting from current or subsequent work by or on behalf of SYNGENTA.

     2.1.14 The term "Cry1Ab GENE TRADEMARK" means a trademark owned by SYNGENTA
relating to the Cry1Ab GENE.

     2.1.15  The  term  "Cry1Ab  GENE  TRADEMARK  LICENSE  AGREEMENT"  means  an
agreement in  substantially  the form attached  hereto as Exhibit B, as the same
may be completed  and/or  amended from time to time by written  agreement of the
PARTIES on a country by country basis.

     2.1.16 The term "D&PL" means, collectively, DELTA AND PINE LAND COMPANY and
its AFFILIATES, provided that if a notice is required to be given by or to D&PL,
or a document is to be executed by D&PL under Section 14.5,  the term shall mean
DELTA AND PINE LAND COMPANY.

     2.1.17 [Text in Exhibit J]
<PAGE>

     2.1.18 The term "D&PL  TECHNOLOGY" means any information,  data,  know-how,
technology,  and  germplasm  that  D&PL now owns or  licenses  (other  than from
SYNGENTA) or hereafter develops,  produces, makes, licenses in or obtains (other
than from  SYNGENTA),  relating to the breeding and  development  of  commercial
varieties or hybrids of LICENSED  COMMERCIAL  SEED or other varieties or hybrids
of cotton.  D&PL  TECHNOLOGY  shall not  include  information,  data,  know-how,
technology,  or germplasm  that has become part of the public domain  through no
fault of  SYNGENTA or which has been  provided  to  SYNGENTA,  as  evidenced  by
SYNGENTA'S   written  records,   by  a  third  party  having  no  obligation  of
confidentiality to D&PL with respect thereto.

     2.1.19 The term "DATE OF APPROVAL  FOR  COMMERCIAL  SALE" with respect to a
particular Cry1Ab GENE EVENT means the date on which D&PL or its  sublicensee(s)
commences  COMMERCIAL SALE by D&PL (or its sublicensee(s) of LICENSED COMMERCIAL
SEED containing that Cry1Ab GENE EVENT in a particular  country in THE TERRITORY
or SYNGENTA or its licensee(s)  commences COMMERCIAL SALE of LICENSED COMMERCIAL
SEED in a particular country pursuant to Subsection 4.3(k).

     2.1.20 The term "DATE OF GOVERNMENT  APPROVAL"  with respect to any country
in THE  TERRITORY  with  respect to a Cry1Ab  GENE EVENT means the date on which
GOVERNMENT APPROVAL of such Cry1Ab GENE EVENT has been obtained in that country.

     2.1.21 The term "DEADLOCK  MATTER" shall have the meaning  ascribed to that
term in Section 4.5(d)(v).

     2.1.22 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.

     2.1.23 The term  "DELTAPINE  Cry1Ab  CULTIVAR"  means a DELTAPINE  CULTIVAR
which contains the Cry1Ab GENE.

     2.1.24 The term  "DELTAPINE  CULTIVAR"  means a cultivar of cotton produced
from  germplasm  which  D&PL has the  right to use for  plant-breeding  purposes
and/or which D&PL otherwise has the right to use for COMMERCIAL SALE.

     2.1.25 The term  "DISPUTE"  shall have the meaning  ascribed to the term in
Section 14.12.
<PAGE>

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

     2.1.26 [Text in Exhibit I]

     2.1.27 The term "EFFECTIVE DATE" means the date first above written.

     2.1.28 The term  "EXECUTIVE  MANAGEMENT  COMMITTEE"  shall have the meaning
ascribed to that term in Section 4.5(d)(v).

     2.1.29 The term "EXPIRATION," with respect to any patent, means the earlier
of the date upon which such patent expires or upon which an applicable  claim is
cancelled,  or declared  invalid or  permanently  unenforceable  by any court or
administrative agency of competent  jurisdiction from which no appeal has or can
be taken.

     2.1.30  The  term  "FTE  RATE"  means  cost  of  a   full-time   equivalent
person-year,  based on a total of one thousand eight hundred forty (1,840) hours
of work  per  year by a  person  appropriately  qualified  for the  tasks  to be
completed,  and  who  holds a Ph.D.  or  Masters  of  Science  (or is  otherwise
appropriately  trained)  in an  appropriate  discipline,  which rate shall equal
***** in base year 2004,  and which rate shall be  adjusted  annually  beginning
January 1, 2005,  by any  percentage  change in the Consumer  Price Index of All
Urban Consumers (CPI-U) published by the United States Department of Labor.

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

     2.1.32 The term "GENE  EQUIVALENCY  STANDARDS" means standards,  protocols,
and processes for verification of insecticide protein expression in cultivars of
LICENSED  COMMERCIAL  SEED  proposed  for  COMMERCIAL  SALE in  accordance  with
standards  set forth in the  COMMERCIAL  DEVELOPMENT  PLAN adopted in accordance
with Subsection 4.4(a) of this LICENSE AGREEMENT.

     2.1.33 The term  "GOVERNMENT  APPROVAL" with respect to a Cry1Ab GENE EVENT
(or other GENE event) in a particular country means that official  clearances or
written approvals for COMMERCIAL SALE of seed to produce genetically-transformed
cotton plants  containing that Cry1Ab GENE EVENT (or other GENE event) have been
obtained from all government  agencies in that country  which,  as of that date,
are required for the import, testing, development,  production, use, and sale of
such plants or seed produced  therefrom  under  applicable  laws as required for
D&PL (or its  sublicensees)  activities under this LICENSE  AGREEMENT,  provided

<PAGE>

that, to constitute GOVERNMENT APPROVAL,  such clearances or approvals shall not
place  materially  greater  regulatory  restrictions  or economic  burdens  that
adversely  affect the  COMMERCIAL  SALE or use of the subject  Cry1Ab GENE EVENT
than on any other LEPIDOPTERAN-ACTIVE GENE available for COMMERCIAL SALE in that
country  (unless this  requirement  is waived by notice from D&PL to  SYNGENTA),
provided, further, however, that nothing in this LICENSE AGREEMENT shall require
SYNGENTA to obtain approval from any agency with respect to the issuance of seed
certificates  or  phytosanitary  certificates  or  certificates of plant variety
protection  under the U. S.  Plant  Variety  Protection  Act or any  other  laws
relating to plant variety  protection,  which  approvals,  when  appropriate  or
required, shall be the responsibility of D&PL (or its sublicensee).

     2.1.34  The term  "HERBICIDE  TOLERANCE  GENE"  means a GENE which does not
occur naturally in cotton that causes cotton plants not to sustain  economically
significant damage when exposed to a glyphosate-based herbicide.

     2.1.35 The term "INSECT  RESISTANCE" or "INSECT RESISTANCE TRAIT" means the
property  of cotton  plants (a) to exhibit  LEPIDOPTERAN  RESISTANCE  due to the
presence of  LEPIDOPTERAN-ACTIVE  GENE(S) and/or (b) to be toxic to insect pests
of  cotton   other  than   LEPIDOPTERAN   INSECTS   due  to  the   presence   of
NON-LEPIDOPTERAN ACTIVE GENE(S).

     2.1.36 [Text in Exhibit J]

     2.1.37 [Text in Exhibit J]

     2.1.38 The term  "LEPIDOPTERAN-ACTIVE  GENE" means a GENE containing one or
more sequences  encoding one or more toxins which do(es) not occur  naturally in
cotton, that provides LEPIDOPTERAN RESISTANCE.

     2.1.39 The term  "LEPIDOPTERAN  INSECTS" means a group of cotton  bollworms
including:  Helicoverpa  zea (Cotton  Bollworm),  Heliothis  virescens  (Tobacco
Budworm), and Pectinophora gossypiella (Pink Bollworm).

     2.1.40 The term  "LEPIDOPTERAN  RESISTANCE"  means the  property  of cotton
plants to be toxic to LEPIDOPTERAN INSECTS due to the presence of a gene(s) that
encodes a toxin which does not occur naturally in cotton.
<PAGE>

     2.1.41 The term "LICENSE ACQUISITION  AGREEMENT" means the Restated License
Acquisition Agreement dated August 24, 2004, between SYNGENTA CROP PROTECTION AG
and DELTA AND PINE LAND COMPANY  whereby D&PL  acquired the right to licenses to
certain  GENES,  including  the right to the  LICENSES  to the Cry1Ab  GENE more
particularly described herein.

     2.1.42  The  term  "LICENSE  MANAGEMENT   COMMITTEE"  means  the  committee
established  by D&PL and  SYNGENTA  pursuant to  Subsection  4.5 of this LICENSE
AGREEMENT.

     2.1.43 The term "LICENSE  PURCHASE PRICE" means all amounts payable by D&PL
to  SYNGENTA  under the  LICENSE  ACQUISITION  AGREEMENT  and  allocated  to the
acquisition of the LICENSES set forth in this LICENSE AGREEMENT.

     2.1.44  The  term  "LICENSED  COMMERCIAL  SEED"  means  cotton  seed  which
incorporates the Cry1Ab GENE.

     2.1.45 The term "LICENSED  GROWER(S)"  means any person or entity which has
been sublicensed by D&PL or its  sublicensees  (whether through a grower license
agreement executed by such person or entity or by wording on container labels or
sales documents used in lieu of execution of grower license agreement) under the
LICENSED  PATENT  RIGHTS to use LICENSED  COMMERCIAL  SEED for  production  of a
single commercial cotton crop.

     2.1.46 The term  "LICENSED  PATENT  RIGHTS"  means the  patents  and patent
applications  listed in Exhibit A which are owned by  SYNGENTA  or  licensed  to
SYNGENTA (including any patent applications and patents filed, granted or issued
pursuant to any parent,  extension,  confirmation,  continuation,  registration,
reexamination, continuation-in-part,  reissue, or divisional thereof anywhere in
the world), and any additional such patent rights of SYNGENTA or of others which
may be added to said Exhibit A by SYNGENTA by written  notice to D&PL.  LICENSED
PATENT  RIGHTS  shall  include any patent  rights which are acquired by SYNGENTA
with the right to license or  sublicense to D&PL during the term of this LICENSE
AGREEMENT which, in the absence of the LICENSES,  potentially would be infringed
by D&PL'S performance  hereunder or by D&PL'S making,  using or selling LICENSED
COMMERCIAL  SEED or other  activities  hereunder.  SYNGENTA  shall  periodically

<PAGE>

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

update  Exhibit A with any such patent rights which have been newly  acquired by
SYNGENTA.  It is the  intention of the PARTIES  that D&PL be licensed  under all
patents and  applications  owned or  controlled  by SYNGENTA  (with the right to
grant  rights to D&PL) that D&PL  requires  for  performance  under this LICENSE
AGREEMENT.  The listing of a patent or patent application on Exhibit A shall not
be an admission by either PARTY that such patent would, in the absence of

license, be infringed. Similarly, the failure to list a patent or patent
application on Exhibit A shall not necessarily be determinative of whether such
patent or patent application is a LICENSED PATENT RIGHT.

     2.1.47 The term "LICENSES" means the licenses granted to D&PL under Section
3.

     2.1.48 [Text in Item 2 of Exhibit K]

     2.1.49 [Text in Item 2 of Exhibit K]

     2.1.50 [Text in Item 2 of Exhibit K]

     2.1.51 [Text in Item 2 of Exhibit K]

     2.1.52 [Text in Item 2 of Exhibit K]

     2.1.53 [Text in Item 2 of Exhibit K]

     2.1.54 The term "NET TECHNOLOGY FEE REVENUE" means the TECHNOLOGY  FEES, as
modified by COMPETITIVE TECHNOLOGY FEE ADJUSTMENTS, collected for the license or
use of the Cry1Ab GENE in LICENSED  COMMERCIAL  SEED,  less amounts paid for (a)
the reasonable  costs of grower licensing and collection of TECHNOLOGY FEES, (b)
payments,  discounts and rebates to  distributors  and retailers,  (c) payments,
discounts and rebates to growers under crop  destruct,  crop replant,  SEED DROP
RATE exception,  refugia refund (i.e. price  adjustments or rebates based on the
grower's  choice  among  refugia  options),  trait  investment,  regional  price
adjustment (i.e. price adjustments or rebates targeted at encouraging growers in
specific  geographical  areas to use LICENSED  COMMERCIAL SEED containing Cry1Ab
GENES)  and  other  grower  incentive  programs,   and  (d)  advertising  (e.g.,
electronic  media and print) which,  as to (a) through (d), (i) are directly and
exclusively  attributable  to the licensing or use of the Cry1Ab GENE (including
the  HERBICIDE  TOLERANCE  GENE as  described in Exhibit H with which the Cry1Ab
GENE is stacked,  except to the extent paid or  reimbursed by a party other than
SYNGENTA  or D&PL)  or,  *****,  and (ii)  have  been  approved  by the  LICENSE
MANAGEMENT  COMMITTEE in accordance with Subsection 4.4(c) hereof and (iii) have
been  paid to  distributors,  retailers,  and/or  growers  (or,  in the  case of
advertising  programs,  expended) in accordance  with their terms and conditions
and in each case in connection with the license or use of the Cry1Ab GENE and/or
such other GENE(S) in LICENSED  COMMERCIAL  SEED,  and  calculated in accordance
with U.S. generally accepted accounting principles, consistently applied, during
the applicable  period for which a ROYALTY  payment is being  determined.  There
shall be no duplication of  reimbursement or payment for such costs and expenses
under this LICENSE  AGREEMENT and under any RELATED  AGREEMENT.  For purposes of
payments to be made under Section 7, the amounts to be deducted  under  Subparts
(a)-(d) above to determine NET TECHNOLOGY FEE REVENUE may be estimated  based on
accruals made in good faith and in accordance with generally accepted accounting
principles  consistently  applied by the applicable PARTY incurring such expense
and then trued-up on the next  December 31 based on the actual  amounts paid for
such items.

     2.1.55 The term "NON-INSECT RESISTANCE GENE" means a GENE containing one or
more DNA  sequences  which do(es) not occur  naturally  in cotton that  cause(s)
cotton  plants to express a trait,  other than INSECT  RESISTANCE,  not found in
cotton.  NON-INSECT  RESISTANCE  GENES  shall  include  but are not  limited  to
HERBICIDE TOLERANCE GENES.

     2.1.56 The term "NON-LEPIDOPTERAN-ACTIVE  GENE" means a GENE containing one
or more DNA  sequences  encoding  one or more  toxins,  which  do(es)  not occur
naturally in cotton, that provide(s)  resistance to insect pests of cotton other
than LEPIDOPTERAN INSECTS and do(es) not qualify as a LEPIDOPTERAN-ACTIVE GENE.
<PAGE>

     2.1.57 The term  "NON-SYNGENTA  GENE" means a GENE not  licensed to D&PL by
SYNGENTA  expressing a trait not  naturally  occurring  in cotton or  modulating
expression of a characteristic naturally found in cotton.

     2.1.58 The term  "NON-Cry1Ab  SYNGENTA  LEPIDOPTERAN-ACTIVE  GENE"  means a
LEPIDOPTERAN-ACTIVE  GENE (other than the Cry1Ab GENE) which is licensed to D&PL
by SYNGENTA.

     2.1.59 The term "NON-Cry1Ab SYNGENTA  LEPIDOPTERAN-ACTIVE GENE EVENT" means
a transformation event by which a NON-Cry1Ab SYNGENTA  LEPIDOPTERAN-ACTIVE  GENE
is inserted in the genome of a sexually viable cotton plant.

     2.1.60 The "PANEL" shall have the meaning  ascribed to that term in Section
14.12.

     2.1.61 The term  "PARTIES"  shall mean SYNGENTA and D&PL, and "PARTY" shall
mean either SYNGENTA or D&PL, provided with respect to the recipient of a notice
or execution of documents under  Subsection  14.5,  "PARTY" shall mean either of
(and  "PARTIES"  shall mean both of) SYNGENTA  CROP  PROTECTION AG and DELTA AND
PINE LAND COMPANY.

     2.1.62 [Text in Exhibit I]

     2.1.63 [Text in Exhibit I]

     2.1.64 The term "PRICING REGION" means (a) in the United States of America,
each of the geographic  regions described in attached Exhibit F (which Exhibit F
may be amended by D&PL by notice to  SYNGENTA on or before  September  15 of the
calendar year before the  commencement  of the cotton  planting  season in which
such amended  description of the PRICING REGIONS in the United States of America
will take  effect)  and (b)  outside  the United  States,  each  nation in which
LICENSED  COMMERCIAL  SEED is  marketed  by D&PL or its  AFFILIATES,  by  D&PL'S
sublicensee(s), or if permitted under this LICENSE AGREEMENT, by or on behalf of
SYNGENTA and/or by a third party licensed by SYNGENTA.

     2.1.65  The term  "RECIPIENT"  means a party  which  receives  confidential
information of another party as described in Section 8.

     2.1.66 The term  "RELATED  AGREEMENTS"  means this LICENSE  AGREEMENT,  the
LICENSE ACQUISITION AGREEMENT,  and all other license agreements entered into by

<PAGE>

D&PL  and  SYNGENTA  pursuant  to the  LICENSE  ACQUISITION  AGREEMENT,  as such
agreements may be amended from time to time in writing.

     2.1.67 The term "RESPONSIBLE PARTY" shall have the meaning ascribed to that
term in Subsection 4.5(d)(ii).

     2.1.68  The term  "ROYALTY"  means the  compensation  to be paid by D&PL to
SYNGENTA for the LICENSES equal to the SYNGENTA ROYALTY PERCENTAGE multiplied by
the NET TECHNOLOGY FEE REVENUE.

     2.1.69 The term "SEED DROP RATE" means the average  number of cotton seeds,
as reasonably  determined by D&PL, which cotton growers in a particular  PRICING
REGION or in any distinct subdivision thereof typically plant on an acre of farm
land to achieve an appropriate plant population for cotton production.

     2.1.70 The term "SEED  PURITY  STANDARD"  means the  standard  for  genetic
purity of  LICENSED  COMMERCIAL  SEED as set forth in Exhibit E to this  LICENSE
AGREEMENT,  as the same may be amended in accordance with  Subsection  4.4(a) of
this LICENSE AGREEMENT.

     2.1.71  The term  "SPECIAL  TECHNOLOGY  FEE PANEL"  shall have the  meaning
ascribed to that term in Subsection 6.1(d)(iv).

     2.1.72 The term "SUBLICENSEE  CULTIVAR" means a cultivar of cotton produced
from  germplasm  which a third  party  that is  sublicensed  by D&PL  under this
LICENSE AGREEMENT has the right to use for plant-breeding purposes.

     2.1.73 The term "SUBLICENSEE Cry1Ab CULTIVAR" means a SUBLICENSEE  CULTIVAR
which contains a Cry1Ab GENE.

     2.1.74 The term "SYNGENTA" means collectively,  SYNGENTA CROP PROTECTION AG
and its AFFILIATES, including but not limited to SYNGENTA AG, provided that if a
notice is required to be given to  SYNGENTA,  or a document is to be executed by
SYNGENTA under Section 14.5, the term shall mean SYNGENTA CROP PROTECTION AG.

     2.1.75 The term "SYNGENTA AG" means Syngenta AG, a company  organized under
the laws of Switzerland,  having a place of business at Schwarzwaldallee 215, CH
- 4058, Basel, Switzerland.
<PAGE>

     2.1.76 The term  "SYNGENTA  GENE"  means a GENE owned by, or  licensed  to,
SYNGENTA  expressing a trait not  naturally  occurring  in cotton or  modulating
expression of a  characteristic  naturally  found in cotton.  SYNGENTA GENES may
consist of INSECT RESISTANCE GENES and NON-INSECT RESISTANCE GENES.

     2.1.77 The term "SYNGENTA ROYALTY PERCENTAGE" means thirty percent (30%).

     2.1.78  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.

     2.1.79 The term "SYNGENTA TECHNOLOGY" means information, data, know-how and
technology  which are owned by SYNGENTA  or licensed to SYNGENTA  (other than by
D&PL) that  relates  to the use of a Cry1Ab  GENE in cotton  including,  but not
limited to,  information  and  technology  relating to cells and seeds of cotton
plants, DNA sequences and probes therefor,  transformation  methodology,  tissue
cultures, assays, residue analyses, regeneration and selection procedures, plant
genetic constituents,  vectors useful in transforming such genetic constituents,
construction  and use of such vectors in cotton.  SYNGENTA  TECHNOLOGY shall not
include information,  data, know-how,  or technology that has become part of the
public domain  through no fault of D&PL or which is or has been provided to D&PL
as evidenced by D&PL'S written records, by a third party having no obligation of
confidentiality to SYNGENTA with respect thereto.

     2.1.80  The  term  "TECHNOLOGY"  means  SYNGENTA   TECHNOLOGY  and/or  D&PL
TECHNOLOGY as appropriate.

     2.1.81 The term "TECHNOLOGY FEE" means the  consideration (in whatever form
of value  capture)  received  from  LICENSED  GROWERS  for the rights to use the
Cry1Ab GENE embodied in LICENSED  COMMERCIAL SEED to produce a single commercial
cotton crop,  the amount of which shall be established as provided in Subsection
6.1.

     2.1.82 [Text in Exhibit I]

     2.1.83 The term "THE TERRITORY" means the world.

     2.1.84 The term "UNIT"  means a quantity of packaged  delinted  cotton seed
containing 250,000 seed; provided that in all calculations involving UNITS, seed

<PAGE>

being processed or that is packaged in other size containers  shall be converted
to 250,000 seed UNITS.

     2.1.85 The term  "VARIETAL  NAME" means a word or  combination  of words or
other combination of letters or numbers which identifies a cotton variety.

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

     2.1.87 The term "VIP3A GENE EVENT" means a transformation  event by which a
VIP3A GENE is inserted in the genome of a sexually viable cotton plant.

     2.2 STATUTORY  REFERENCES.  Each  reference in this LICENSE  AGREEMENT to a
         ---------------------
statute or a provision  of a statute  shall be  construed as a reference to that
statute or  provision  as it exists on the  EFFECTIVE  DATE,  and any amended or
successor statute.

     2.3 DEFINED TERMS.  Terms appearing in all upper-case  letters,  other than
         -------------
section headings and  U.C.C.-related  disclaimers of warranties,  shall have the
meanings set forth in Subsection 2.1.

                             SECTION 3 -- LICENSES
                             ---------------------

     3.1 LICENSE TO Cry1Ab GENE. SYNGENTA hereby grants to D&PL, and D&PL hereby
         ----------------------
accepts, on and subject to the terms and conditions of this LICENSE AGREEMENT, a
license  in THE  TERRITORY,  under  the  LICENSED  PATENT  RIGHTS  and  SYNGENTA
TECHNOLOGY,  to  sublicense  LICENSED  GROWERS to use LICENSED  COMMERCIAL  SEED
containing the Cry1Ab GENE (alone or in combination  with other SYNGENTA GENE(S)
and/or  NON-SYNGENTA  GENE(S)) to produce a single  commercial  cotton crop. The
terms and conditions of such sublicense to LICENSED GROWERS (whether in the form
of grower license agreement executed by LICENSED GROWERS or wording on container
labels  or  sales  documents  used  in  lieu  of  execution  of  grower  license
agreements)  shall be recommended by D&PL and adopted by the LICENSE  MANAGEMENT
COMMITTEE in accordance  with  Subsection  3.7(e) and Subsection  4.4(c) of this
LICENSE AGREEMENT.

     3.2 LICENSE TO PRODUCE AND SELL LICENSED  COMMERCIAL SEED.  SYNGENTA hereby
         -----------------------------------------------------
grants  to D&PL,  and D&PL  hereby  accepts,  on and  subject  to the  terms and
conditions of this LICENSE AGREEMENT,  a license in THE TERRITORY under LICENSED
PATENT RIGHTS and SYNGENTA TECHNOLOGY (a) to test, develop and produce (directly

<PAGE>

or through the services of third parties)  LICENSED  COMMERCIAL SEED, and (b) to
sell (directly or through third party distributors and dealers, by sublicense or
otherwise)  LICENSED COMMERCIAL SEED to the LICENSED GROWERS sublicensed by D&PL
under  LICENSED  PATENT  RIGHTS and SYNGENTA  TECHNOLOGY  to use the Cry1Ab GENE
embodied in such LICENSED COMMERCIAL SEED.

     3.3 LICENSE TO MULTIPLY  LICENSED  COMMERCIAL  SEED.  The rights granted to
         -----------------------------------------------
D&PL include the right to multiply LICENSED COMMERCIAL SEED (for subsequent sale
to LICENSED  GROWERS)  directly or through third party contract growers selected
by D&PL (in any  country  in THE  TERRITORY  where  SYNGENTA  and/or  D&PL  have
obtained all necessary government approvals for such seed multiplication) and to
carry out all other activities  reasonably necessary for the production for sale
of LICENSED COMMERCIAL SEED.

     3.4 EX-U.S.  SUBLICENSES.  In addition to sublicenses to LICENSED  GROWERS,
         --------------------
distributors and dealers, in countries outside the United States of America D&PL
may grant  sublicenses  to third parties  under the LICENSES  granted to D&PL in
Subsections 3.1, 3.2 and 3.3. D&PL shall give notice to SYNGENTA of the grant of
such sublicenses. D&PL shall require any such sublicensee to agree in writing to
comply with the terms and  conditions  of this LICENSE  AGREEMENT  applicable to
D&PL in its sublicensed territory. D&PL shall have no right to sublicense except
as provided in Subsections 3.1, 3.2, 3.3 and 3.4. [Text in Item 3 of Exhibit K].

     3.5 RIGHTS RETAINED BY SYNGENTA.
         ---------------------------

     (a) Except as provided in  Subsections  3.5(b) and 3.5(c) and in Subsection
4.3(k),  the LICENSES  granted in Subsections 3.1, 3.2, 3.3 and 3.4 shall be the
only licenses  granted by SYNGENTA under the LICENSED PATENT RIGHTS and SYNGENTA
TECHNOLOGY in THE TERRITORY with respect to Cry1Ab GENE in cotton.

     (b) The provisions of Subsection 3.5(a) notwithstanding, except as provided
in Subsection  3.5(c)(i) and/or  Subsection  4.3(k),  during the period prior to
occurrence  of one or more  of the  events  expressly  described  in  Subsection
3.5(c)(ii),  SYNGENTA shall retain a right,  without the right to grant licenses
to third parties or to use the services of third parties engaged in the breeding
or sale of cotton  planting  seed other than to provide (1) ordinary  farming or
harvesting  services,  (2) seed delinting and ginning  services,  (3) laboratory

<PAGE>

services  and/or  (4)  testing  in  field  trials  conducted  by  United  States
Department of Agriculture and public  university  trialists in the United States
of America, to test,  develop,  produce,  and have produced,  but not to sell or
otherwise commercialize,  cottonseed containing the Cry1Ab GENE in any germplasm
and cotton  cultivars  owned by SYNGENTA  or  licensed  by  SYNGENTA  from third
parties. Use of the services of third parties described in items (1) through (4)
in  the  preceding   sentence  shall  be  subject  to  an  appropriate   written
confidentiality  agreement  being  executed by each such third party and, in the
case of the  services  described  in items (2) and (3),  receipt of D&PL's prior
written consent,  which will not be unreasonably  withheld or delayed.  SYNGENTA
and  its  AFFILIATES  shall  not  sell  or  otherwise  commercialize  cottonseed
containing  the Cry1Ab GENE EVENT  except as expressly  permitted in  Subsection
3.5(c)(ii),  and/or Subsection 4.3(k). Except [Text in Item 4 of Exhibit K] and,
except pursuant to the COMMERCIAL  DEVELOPMENT  PLAN, during the period prior to
occurrence  of one or more  of the  events  expressly  described  in  Subsection
3.5(c)(ii),  SYNGENTA  shall  not make and  shall  use  commercially  reasonable
efforts not to permit others to make public comments  concerning the performance
of the Cry1Ab  GENE in cotton  cultivars  owned by  SYNGENTA  or third  parties.
Except pursuant to the COMMERCIAL  DEVELOPMENT PLAN,  SYNGENTA shall not conduct
and shall use  commercially  reasonable  efforts not to permit third  parties to
conduct trials involving  cultivars that incorporate a Cry1Ab GENE which utilize
DELTAPINE Cry1Ab CULTIVARS and/or SUBLICENSEE Cry1Ab CULTIVARS for comparison or
as checks or controls.  SYNGENTA'S  rights  described in this Subsection  3.5(b)
shall include the right to stack the Cry1Ab GENE with any other SYNGENTA GENE or
NON-SYNGENTA  GENE.  Restrictions in this Subsection 3.5(b) on SYNGENTA'S rights
to use and license the Cry1Ab GENE shall not apply (i) after the  occurrence  of
one or more of the events expressly  described in Subsection  3.5(c)(ii) or (ii)
in any  country in THE  TERRITORY  after the date on which  SYNGENTA'S  right to
receive  the  ROYALTY  for use of the Cry1Ab  GENE  expires  in that  country as
provided in Subsection 6.3 or (iii) in any country as to which D&PL has notified
SYNGENTA or is deemed to have  notified  SYNGENTA  that it will that it will not
commercialize  LICENSED  COMMERCIAL SEED with the Cry1Ab GENE in that country in
accordance with Subsection 4.3(k).

     (c) [Text in Exhibit J]

     (d) Any other provision of Subsection 3.5 notwithstanding,  so long as D&PL
or its corporate  successor is selling LICENSED  COMMERCIAL SEED, SYNGENTA shall
use  commercially  reasonable  efforts  not to sell and shall  use  commercially

<PAGE>

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

reasonable  efforts (which  efforts shall include,  but shall not be limited to,
incorporating  such  requirements  in all licenses with permitted  licensees and
using reasonable  efforts to enforce such requirements) not to permit any of its
permitted  licensees to sell (i) any LICENSED COMMERCIAL SEED unless SYNGENTA or
such  licensee has  confirmed to its  reasonable  satisfaction  that the subject
cultivar of LICENSED  COMMERCIAL SEED meets the AGRONOMIC CRITERIA as reasonably
determined by SYNGENTA or such licensee based on equivalent  testing required by
D&PL to verify compliance with AGRONOMIC CRITERIA, (ii) any LICENSED COMMERCIAL
SEED  that does not meet the SEED  PURITY  STANDARDS  and GENE  EQUIVALENCY
STANDARDS   applicable  to  LICENSED   COMMERCIAL  SEED  sold  by  D&PL  or  its
sublicensees,  nor (iii) any  LICENSED  COMMERCIAL  SEED in any  country  in THE
TERRITORY in which  GOVERNMENT  APPROVAL has not been  obtained;  provided  that
SYNGENTA  shall have no liability  to D&PL under this  LICENSE  AGREEMENT or any
RELATED  AGREEMENT  unless  D&PL can prove  that D&PL or its  sublicensees  have
suffered losses of sales of LICENSED COMMERCIAL SEED as a result of SYNGENTA not
having used such  commercially  reasonable  efforts to prevent the  marketing of
LICENSED  COMMERCIAL  SEED not satisfying the  requirements  of this  Subsection
3.5(d).

     (e) *****.

     (f) *****.

     3.6 COMBINED GENE COTTON SEED.
         -------------------------

     (a) D&PL may incorporate in LICENSED COMMERCIAL SEED any SYNGENTA GENE that
is licensed to D&PL and/or any NON-SYNGENTA GENE; [Text in Item 5 of Exhibit K].
Upon  request  from  D&PL,  SYNGENTA  shall  provide   commercially   reasonable
assistance  to D&PL in obtaining  any  government  clearances  or approvals  (in
addition to  GOVERNMENT  APPROVAL for the Cry1Ab GENE and/or  Cry1Ab GENE EVENT)
required for sale by D&PL of COMBINED GENE COTTON SEED as follows:  (i) SYNGENTA
shall  provide  such  commercially  reasonable  assistance  at  SYNGENTA'S  cost
(without   reimbursement  from  D&PL)  with  respect  to  government  approvals,
clearances and GOVERNMENT  APPROVAL for COMMERCIAL  SALE of COMBINED GENE COTTON
SEED  incorporating  a NON-SYNGENTA  GENE that is a HERBICIDE  TOLERANCE GENE as

<PAGE>

described in Exhibit H, which COMBINED GENE COTTON SEED has been developed by or
on behalf of D&PL to satisfy the  requirements of Subsection  3.6(b) and (ii) as
to any  COMBINED  GENE COTTON  SEED,  other than that  described  in subpart (i)
immediately above, (A) such commercially  reasonable assistance shall consist of
providing D&PL with access to relevant plant materials, purified Cry1Ab proteins
and all regulatory applications,  regulatory data and other data and information
owned or developed by SYNGENTA  prior to the  EFFECTIVE  DATE and/or  during the
term of this LICENSE  AGREEMENT  for  registration  of the Cry1Ab GENE or Cry1Ab
GENE  EVENTS  with  respect to which D&PL has rights to use in cotton,  and such
additional assistance SYNGENTA may agree to provide pursuant to mutual agreement
between  SYNGENTA  and  D&PL,  and (B) D&PL  shall  reimburse  SYNGENTA  for the
reasonable  costs of such  assistance  provided by  SYNGENTA  at D&PL'S  express
request,  which costs of assistance  shall be based on the then current FTE RATE
plus  reimbursement  of out of pocket third party  expenses.  In accordance with
Subsection  4.3(h),  the  budget  for such  assistance  shall be agreed  upon in
advance of the  assistance  being  provided.  SYNGENTA  shall not be required to
provide  assistance  under this  Subsection  3.6(a) with  respect to any country
after the date on which the  period in which  SYNGENTA'S  right to  receive  the
ROYALTY for use of the Cry1Ab GENE has commenced and has subsequently expired in
that country as provided in Subsection 6.3.  Notwithstanding any other provision
in this  LICENSE  AGREEMENT,  SYNGENTA  shall not be  obligated  to obtain or to
provide  assistance  with  respect  to  government  clearances,   approvals,  or
GOVERNMENT  APPROVAL for any COMBINED GENE COTTON SEED that requires  regulatory
and other data with respect to a  NON-SYNGENTA  GENE  contained  therein or with
respect to the combination of the Cry1Ab GENE and/or other SYNGENTA  GENE(S) and
the NON-SYNGENTA GENE(S) contained therein, unless D&PL at its cost and expense,
if any,  provides  SYNGENTA  with access and rights to use such  regulatory  and
other data for purposes of obtaining  or  providing  assistance  with respect to
such  government  clearances,  approvals or GOVERNMENT  APPROVAL of the COMBINED
GENE COTTON SEED.  Nothing in this LICENSE  AGREEMENT shall require  SYNGENTA to
obtain  or  to  provide  assistance  with  respect  to  government   clearances,
approvals,  or  GOVERNMENT  APPROVAL  for a  NON-SYNGENTA  GENE except as may be
necessary  in  connection  with  GOVERNMENT  APPROVAL of a  combination  of such
NON-SYNGENTA GENE with a SYNGENTA GENE.


<PAGE>

     (b) D&PL  shall use  commercially  reasonable  efforts  to  incorporate  in
LICENSED  COMMERCIAL SEED of DELTAPINE Cry1Ab CULTIVARS a NON-SYNGENTA GENE that
is a HERBICIDE TOLERANCE GENE.

     3.7  CONDITIONS  ON  LICENSES.  In  partial  consideration  for  the  above
          ------------------------
LICENSES:

     (a) D&PL shall choose VARIETAL NAMES to designate  cotton seed of DELTAPINE
Cry1Ab CULTIVARS.

     (b) At SYNGENTA'S  written  request,  D&PL shall  conspicuously  display on
packages and/or containers  containing  LICENSED COMMERCIAL SEED, covered by the
LICENSED PATENT RIGHTS and/or on invoices  relating to such LICENSED  COMMERCIAL
SEED to be sold or  transferred  to third parties,  the following  notice,  or a
notice  having  substantially  the same  meaning  and  effect,  with the  blanks
appropriately filled in:

          THESE  SEEDS  ARE  COVERED  UNDER   [APPLICABLE   COUNTRY]   PATENT(S)
                    . NO SUBLICENSE IS CONVEYED UNDER SAID PATENTS TO USE THESE
          ----------
          SEEDS  SOLELY BY THE PURCHASE OF SUCH SEEDS.  A SUBLICENSE  UNDER SAID
          PATENTS  TO USE THESE  SEEDS TO PRODUCE A SINGLE  COTTON  CROP MUST BE
                                                                         ----
          OBTAINED FROM [D&PL].

     (c) D&PL shall use  commercially  reasonable  efforts not to sell and shall
use commercially  reasonable efforts (which efforts shall include, but shall not
be limited to, incorporating such requirements in all licenses with sublicensees
and using  commercially  reasonable efforts to enforce such requirements) not to
permit its sublicensees to sell LICENSED  COMMERCIAL SEED that does not meet the
AGRONOMIC  CRITERIA,  SEED PURITY STANDARDS and GENE  EQUIVALENCY  STANDARDS and
which does not otherwise meet the warranties set forth in Subsection  11.2(a) of
this LICENSE  AGREEMENT;  provided that D&PL shall have no liability to SYNGENTA
under this  LICENSE  AGREEMENT or any RELATED  AGREEMENT  (except as provided in
Section 13) unless  SYNGENTA can prove that  SYNGENTA  has suffered  losses as a
result of D&PL'S not having used such commercially reasonable efforts to prevent
the marketing of LICENSED  COMMERCIAL  SEED not satisfying the  requirements  of
Subsection  3.7(c).  D&PL shall require in any  sublicense  granted  pursuant to

<PAGE>

Section 3.4 that the  sublicensee  shall not sell  LICENSED  COMMERCIAL  SEED of
DELTAPINE  Cry1Ab  CULTIVARS or SUBLICENSEE  Cry1Ab CULTIVARS that does not meet
the AGRONOMIC CRITERIA,  SEED PURITY STANDARDS,  and GENE EQUIVALENCY  STANDARDS
and which does not meet the warranties  set forth in Subsection  11.2(a) of this
LICENSE AGREEMENT.

     (d) D&PL shall not modify, use, isolate,  analyze, sequence or characterize
any DNA sequence  contained in a Cry1Ab GENE that is physically  isolated from a
seed,  plant or cell culture that has been  transferred  by SYNGENTA to D&PL, or
progeny of such seed,  plant or cell culture,  for any purpose without the prior
written consent of SYNGENTA;  provided,  however, that (i) D&PL may identify and
utilize DNA  sequences  in  furtherance  of its  activities  under this  LICENSE
AGREEMENT and (ii) the prohibitions of this Subsection 3.7(d) shall not apply to
modification  or use of such DNA  sequences  that has become  part of the public
domain  in the  subject  country  through  no fault  of D&PL or  which  D&PL has
received from a third party having no obligation of confidentiality to SYNGENTA.
As used in this Subsection 3.7(d),  material shall be deemed to have become part
of the  public  domain if a member  of the  public in the  subject  country  can
lawfully  sell or transfer  the material  without  infringing a valid claim of a
LICENSED PATENT.

     (e) D&PL and SYNGENTA,  acting through the LICENSE MANAGEMENT  COMMITTEE in
accordance with Subsection 4.4(c),  will approve the terms and conditions of any
form of sublicense  agreement to be executed by LICENSED  GROWERS or the wording
of  container  labels or sales  documents  used in lieu of execution of a grower
license  agreement,  which may  include  provisions  required  to  maintain  the
GOVERNMENT  APPROVALS (such as the requirement for insect resistance  management
and  stewardship),  and  restrictions  on the  licensee  to grow  only a  single
commercial  crop  from the  LICENSED  COMMERCIAL  SEED  purchased.  D&PL will be
responsible for enforcing the terms and conditions of this sublicense agreement.
D&PL shall use  commercially  reasonable  efforts to collect all TECHNOLOGY FEES
due with respect to LICENSED COMMERCIAL SEED sold by D&PL. D&PL shall require in
sublicenses with permitted  sublicensees that such sublicensees use commercially
reasonable  efforts to collect all TECHNOLOGY  FEES due with respect to LICENSED
COMMERCIAL  SEED sold by such  sublicensees.  SYNGENTA  shall  use  commercially

<PAGE>

reasonable  efforts to collect,  and shall require that any permitted  licensees
(including  but not limited to any third parties  listed in Item 6 of Exhibit K)
to use commercially  reasonable efforts to collect, all TECHNOLOGY FEES due with
respect  to sales of  LICENSED  COMMERCIAL  SEED on which  D&PL is  entitled  to
receive a portion of the TECHNOLOGY FEE.

     3.8 GENE TRADEMARK:
         --------------
     (a)  D&PL  shall  conspicuously  display  the  Cry1Ab  GENE  TRADEMARK  and
accompanying logo on all packages of LICENSED COMMERCIAL SEED in accordance with
the Cry1Ab GENE TRADEMARK LICENSE AGREEMENT. SYNGENTA shall utilize, and require
any other permitted licensees to utilize,  the same Cry1Ab GENE TRADEMARK in the
same manner  prescribed in the Cry1Ab GENE  TRADEMARK  LICENSE  AGREEMENT on all
packages of LICENSED COMMERCIAL SEED.

     (b) It is agreed that the Cry1Ab GENE  TRADEMARK  shall be licensed to D&PL
on a  non-exclusive  royalty-free  basis  pursuant to the Cry1Ab GENE  TRADEMARK
LICENSE AGREEMENT.  The parties shall execute said Cry1Ab GENE TRADEMARK LICENSE
AGREEMENT following  identification of the final graphic form of the Cry1Ab GENE
TRADEMARK by SYNGENTA.

     (c) The Cry1Ab GENE TRADEMARK shall be utilized in the manner  specified in
the Cry1Ab GENE TRADEMARK LICENSE  AGREEMENT.  SYNGENTA shall inform D&PL of the
final  graphic  form  of the  Cry1Ab  GENE  TRADEMARK  to be  used  on  LICENSED
COMMERCIAL SEED as soon as practicable, and in no event later than June 15 prior
to the marketing year in which the Cry1Ab GENE TRADEMARK is to be used.

     3.9 THIRD PARTY VIOLATIONS OR INVALIDITY OF RESTRICTIONS ON SUBLICENSE. The
         ------------------------------------------------------------------
use of LICENSED  COMMERCIAL SEED or its progeny by LICENSED GROWERS for purposes
other than, or in addition to, production of a single commercial commodity crop,
unless  expressly  authorized by D&PL,  shall not be considered a breach of this
LICENSE  AGREEMENT  by D&PL.  The LICENSE  granted to D&PL shall not be revoked,
diminished,  or  otherwise  affected  in the  event  that  the  limitations  and
restrictions  of the  license  or  sublicense  to  purchasers  are  found  to be
unenforceable  as a  matter  of law,  in  whole  or in  part,  by any  court  or
government agency.

         SECTION 4 -- COMMERCIAL DEVELOPMENT ACTIVITIES OF THE PARTIES
         -------------------------------------------------------------

     4.1 COMMERCIAL  DEVELOPMENT PLAN.  SYNGENTA and D&PL shall cooperate in the
         ----------------------------
commercial  development  activities outlined in the COMMERCIAL DEVELOPMENT PLAN.

<PAGE>

The COMMERCIAL  DEVELOPMENT PLAN will be adopted, and may be revised and amended
as  necessary,  by SYNGENTA  and D&PL,  acting  through  the LICENSE  MANAGEMENT
COMMITTEE,  in accordance  with the procedures for decision  making set forth in
Subsection 4.5 of this LICENSE AGREEMENT.  The COMMERCIAL DEVELOPMENT PLAN shall
include:

     (a)   Activities   to  obtain  and  maintain   GOVERNMENT   APPROVALS   for
commercialization  of  LICENSED  COMMERCIAL  SEED  including  activities  to  be
undertaken by SYNGENTA at its expense  (subject to  reimbursement by D&PL to the
extent  provided  in this  LICENSE  AGREEMENT)  and  the  field  evaluation  and
development of GENE EVENTS and field testing of LICENSED  COMMERCIAL  SEED to be
undertaken by D&PL at its expense; and

     (b)  Activities   undertaken  to  provide  LICENSED   COMMERCIAL  SEED  for
COMMERCIAL SALE by D&PL and its permitted sublicensees.

     The COMMERCIAL  DEVELOPMENT PLAN shall also include specific activities and
standards,  targeted timelines and the responsibility of each PARTY with respect
to each such activity.

     4.2 CONSULTATION.  SYNGENTA and D&PL shall consult regularly throughout the
         ------------
term of this LICENSE AGREEMENT relative to activities  affecting the development
and  maintenance  of  sales  of  LICENSED   COMMERCIAL  SEED  by  D&PL  and  its
sublicensees,  including but not limited to, SYNGENTA'S  creation and release of
Cry1Ab GENE EVENTS for COMMERCIAL DEVELOPMENT,  D&PL'S plans for and progress in
production  and field testing of such  LICENSED  COMMERCIAL  SEED,  intellectual
property  protection  including  activities to obtain and maintain  intellectual
property rights covering Cry1Ab GENES,  Cry1Ab GENE EVENTS and related  SYNGENTA
TECHNOLOGY, freedom to operate, regulatory approvals and other matters of mutual
interest to the PARTIES.  The LICENSE  MANAGEMENT  COMMITTEE shall  periodically
meet as  described  in  Section  4.5 to discuss  such  activities  and  progress
hereunder.  Subject to any obligations of  confidentiality  to third parties and
subject to neither  PARTY'S being required to waive attorney  client  privilege,
SYNGENTA and D&PL shall provide each other with all data, reports, documents and
information  reasonably required for the LICENSE MANAGEMENT COMMITTEE to perform
its responsibilities.

     4.3 GENE PROTECTION AND REGULATORY ACTIVITIES.
         -----------------------------------------

<PAGE>

     As owner and  licensor  of the  LICENSED  PATENT  RIGHTS  and the  SYNGENTA
TECHNOLOGY and in consideration for its share of the NET TECHNOLOGY FEE REVENUE,
SYNGENTA  shall  be  responsible  for  activities  to  support  such  licensing,
including but not limited to the following:

     (a)  Subject to Section  12,  SYNGENTA  shall use  commercially  reasonable
efforts,  necessary in its judgment, to obtain and maintain protection of Cry1Ab
GENE,  Cry1Ab GENE EVENTS and related  SYNGENTA  TECHNOLOGY  and the Cry1Ab GENE
TRADEMARK against  unauthorized  third party use in the United States of America
and in each other  country in THE  TERRITORY  designated  by notice from D&PL to
SYNGENTA as countries where D&PL and its  sublicensees  intend to  commercialize
LICENSED  COMMERCIAL SEED,  including payment of all expenses to prepare,  file,
prosecute,  maintain and defend  product  and/or  process  patents and trademark
registrations  that cover the Cry1Ab  GENE,  Cry1Ab  GENE  EVENTS,  and  related
SYNGENTA  TECHNOLOGY  and the Cry1Ab GENE  TRADEMARK in each such country and to
prosecute legal actions against infringement of such patent or trademark rights.
SYNGENTA  shall  perform such  activities  at its sole  expense,  provided  that
SYNGENTA shall be entitled to reimbursement of its reasonable and necessary cost
of patent and trademark  infringement  actions from  recoveries  from infringing
third parties. Notwithstanding the above, any decision to prosecute infringement
actions  and the  extent  of such  actions  shall be at the sole  discretion  of
SYNGENTA.

     (b) SYNGENTA shall support the  development and  commercialization  of each
Cry1Ab GENE EVENT  approved for COMMERCIAL  DEVELOPMENT  by developing  gene and
event  specific PCR primers and  protocols  for detection of the Cry1Ab GENE and
each Cry1Ab  GENE EVENT that is released  for field  testing,  developing  event
specific PCR primers and protocols for detection and zygosity  determination  of
each  Cry1Ab  GENE EVENT  released  to D&PL,  developing  ELISA  strip and plate
antibodies and protocols for detection of transgenic  proteins  produced by each
Cry1Ab GENE  released to D&PL and providing  technical  training and support for
the  proper  utilization  of the  above  tests  by D&PL as D&PL  may  reasonably
request.

     (c)  SYNGENTA  shall use  commercially  reasonable  efforts to perform  the
regulatory  and  registration  activities  to  obtain  and  maintain  GOVERNMENT

<PAGE>

APPROVAL of the Cry1Ab GENE and the particular  Cry1Ab GENE EVENT(S)  designated
for  COMMERCIAL  DEVELOPMENT  in  accordance  with Section  4.4(b) hereof in the
United States of America. SYNGENTA shall bear the expense of such activities for
GOVERNMENT  APPROVAL  in the United  States of America  for the period  from the
EFFECTIVE DATE and ending six and one half (6.5) years from the EFFECTIVE  DATE,
and  thereafter so long as an event set forth in Subsection  3.5(c)(ii)  has not
occurred,  SYNGENTA shall bear such expense for such GOVERNMENT  APPROVAL in the
United  States of  America  subject  to  reimbursement  by D&PL for one  hundred
percent  (100%) of such  expenses.  [Text in Item 7 of  Exhibit  K].  Subject to
SYNGENTA'S providing D&PL with necessary information to determine the amount due
for the  subject  twelve (12) month  period,  D&PL shall pay its portion of such
expenses to SYNGENTA  each year on the later of September 30 or thirty (30) days
after D&PL  receives the  necessary  information  from SYNGENTA to determine the
amount due.

     (d) Subject to Subsection  4.3(g),  for countries outside the United States
of America  designated  by D&PL in a written  notice to  SYNGENTA as being those
countries  in which  D&PL  and its  sublicensees  intend  to  commercialize  the
LICENSED COMMERCIAL SEED, SYNGENTA shall use commercially  reasonable efforts to
perform  the  regulatory  and  registration  activities  to obtain and  maintain
GOVERNMENT APPROVAL of the Cry1Ab GENE and the Cry1Ab GENE EVENT(S),  designated
for COMMERCIAL  DEVELOPMENT.  The expenses shall be borne by SYNGENTA subject to
reimbursement  by D&PL for one hundred percent (100%) of such expenses,  subject
to Subsection 4.3(g),  provided that if an event set forth in Section 3.5(c)(ii)
occurs,  such  expenses in each country  outside the United States of America in
each  twelve (12) month  period  ending on August 31 shall be shared by D&PL and
SYNGENTA  on the basis of the formula set forth in  Subsection  4.3(c)  based on
TECHNOLOGY  FEES from sales of LICENSED  COMMERCIAL  SEED in the subject country
during the subject twelve (12) month period.  Upon thirty (30) days notice, D&PL
may revoke a notice given to SYNGENTA under this Subsection 4.3(d) in which D&PL
had asked SYNGENTA to obtain and maintain GOVERNMENT APPROVAL of the Cry1Ab GENE
and  Cry1Ab  GENE  EVENTS in a  particular  country  provided  that  D&PL  shall
reimburse  SYNGENTA for  one-hundred  (100%) percent of the reasonable  costs of
obtaining  GOVERNMENT  APPROVAL  that  have  been  incurred  by or on  behalf of
SYNGENTA  or cannot  reasonably  be  avoided  as of the date of  receipt of such
notice.


<PAGE>

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

     (e)  Subject  to the  other  provisions  in  Sections  3 and 4,  SYNGENTA'S
activities  under  Subsections   4.3(c)  and  4.3(d)  will  also  include  using
commercially  reasonable  efforts to (i) obtain  import,  movement  and  release
approvals and permits as may be necessary to permit D&PL or its  sublicensees or
D&PL'S contract growers to conduct  development and increase activities prior to
and after  GOVERNMENT  APPROVAL in the subject  country and (ii) compliance with
any  post-registration  and  approval  requirements  imposed as a  condition  of
GOVERNMENT  APPROVAL  in the  subject  country  as to  which  SYNGENTA  has  the
responsibility to maintain such  registrations or approvals.  SYNGENTA shall use
commercially  reasonable efforts to obtain such GOVERNMENT APPROVALS and/or such
import,  movement and release  approvals  and permits at the earliest  practical
date, provided, however, SYNGENTA makes no representations or warranties to D&PL
that  SYNGENTA  will be able to  obtain  and/or  maintain  any  such  GOVERNMENT
APPROVAL or such  import,  movement  and release  approvals  and permits or that
SYNGENTA  will  be able to  obtain  such  GOVERNMENT  APPROVAL  or such  import,
movement and release  approvals  and permits by the targeted  dates which may be
set forth in the COMMERCIAL DEVELOPMENT PLAN or otherwise estimated.  Subject to
the  other  provisions  in  Sections  3  and  4,  SYNGENTA  shall  also  provide
commercially  reasonable assistance to D&PL with respect to import, movement and
release  approvals,  clearances,  and  permits  necessary  for  D&PL to  conduct
counterseason  nurseries,   trials  and  seed  increases  for  DELTAPINE  Cry1Ab
CULTIVARS in Costa Rica and other  countries  reasonably  designated by D&PL for
counterseason  nurseries,  trials and seed increases  whether or not SYNGENTA is
seeking GOVERNMENT APPROVAL in such countries.

     (f) In  consideration  of SYNGENTA  obtaining  in any  country  outside the
United  States of America  designated  by D&PL for  SYNGENTA to seek  GOVERNMENT
APPROVAL for the Cry1Ab GENE and Cry1Ab GENE EVENTS,  D&PL shall pay to SYNGENTA
a milestone payment of ***** per country payable not later than ninety (90) days
after SYNGENTA  obtains such GOVERNMENT  APPROVAL,  gives notice thereof to D&PL
and delivers to D&PL documents, reasonably satisfactory to D&PL, evidencing that
such GOVERNMENT APPROVAL has been obtained,  provided, however, it is understood
by the PARTIES that SYNGENTA may be requested by D&PL to obtain  registration of
other traits in the same  country  pursuant to the RELATED  AGREEMENTS  and that

<PAGE>

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

D&PL shall be  obligated  to pay SYNGENTA  only one such  milestone  payment per
country,  regardless  of the number of GENES or GENE  events for which  SYNGENTA
obtains GOVERNMENT  APPROVAL in such country under this LICENSE AGREEMENT and/or
any of the RELATED  AGREEMENT(S).  If D&PL has notified  SYNGENTA  that SYNGENTA
should  seek to obtain the  GOVERNMENT  APPROVAL  for the Cry1Ab GENE and Cry1Ab
GENE EVENTS in a particular  country  outside the United States of America,  and
D&PL later revokes such notice after SYNGENTA has commenced  performance and has
made  regulatory  filings  in that  country,  in the  event  that  D&PL  obtains
GOVERNMENT  APPROVAL in that country within  eighteen (18) months after the date
on which  D&PL gave such  notice to  SYNGENTA,  D&PL shall pay to  SYNGENTA  the
milestone payment of ***** for each such country,  payable not later than ninety
(90) days after such  GOVERNMENT  APPROVAL has been  obtained by or on behalf of
D&PL.  It is  understood  by the  PARTIES  that D&PL shall be  obligated  to pay
SYNGENTA only one such milestone  payment per country,  regardless of the number
of GENES or GENE events as to which  GOVERNMENT  APPROVALS  in such  country are
obtained under this LICENSE AGREEMENT and/or any of the RELATED AGREEMENT(S).

     (g) D&PL may, at its  expense,  perform  the  regulatory  and  registration
activities  required to obtain and  maintain  GOVERNMENT  APPROVAL of the Cry1Ab
GENE and Cry1Ab GENE EVENTS in any country outside the United States of America,
in which D&PL has not  designated  by notice to  SYNGENTA  for  SYNGENTA to seek
GOVERNMENT  APPROVAL  (or with  respect  to  which  D&PL  has  revoked  a notice
previously given under  Subsection  4.3(d)),  in which event  Subsection  4.3(f)
shall not apply with  respect to the Cry1Ab GENE or Cry1Ab  GENE  EVENT(S) as to
which D&PL obtains and maintains such  GOVERNMENT  APPROVAL  except as expressly
set forth therein in the case where D&PL has revoked a notice  previously  given
to SYNGENTA to obtain such  GOVERNMENT  APPROVAL.  In such  countries,  SYNGENTA
shall provide reasonable assistance to D&PL with respect to import, movement and
release  approvals and clearances at D&PL's expense.  Subject to Subsections 5.3
and 5.4, D&PL shall have a right to obtain from SYNGENTA and use for the purpose
of  obtaining  and  maintaining  GOVERNMENT  APPROVALS,  as provided for in this
LICENSE  AGREEMENT,  any relevant plant materials,  purified Cry1Ab proteins and
all regulatory  applications,  regulatory  data and other data and  information,
owned or developed by SYNGENTA prior to the EFFECTIVE DATE or during the term of
this LICENSE AGREEMENT for registration of the Cry1Ab GENE or Cry1Ab GENE EVENTS
with  respect  to which D&PL has rights in  cotton.  D&PL at its  expense  shall

<PAGE>

obtain and maintain all permits,  registrations,  clearances or other government
or regulatory  approvals  required  under all  applicable  laws relating to seed
varieties required for the testing, development, production and sale of LICENSED
COMMERCIAL  SEED  of  DELTAPINE  Cry1Ab  CULTIVARS  and/or   SUBLICENSEE  Cry1Ab
CULTIVARS.

     (h) D&PL's  obligations to reimburse SYNGENTA for expenses of obtaining and
maintaining  GOVERNMENT  APPROVALS  outside  the  United  States of  America  as
provided in this  Section 4.3 shall be limited to  application  and  maintenance
fees and similar  administrative,  regulatory or statutory fees or taxes payable
to government regulatory agencies,  incremental  regulatory expenses incurred by
or on  behalf  of  SYNGENTA,  and  expenses  for  post-registration  maintenance
activities  included  but not  limited  to  stewardship  and  insect  resistance
management  activities  (including personnel costs at the then current FTE RATE,
and third party out of pocket  expenses)  specifically  related to obtaining and
maintaining  such  GOVERNMENT  APPROVALS in such countries but shall not include
reimbursement by D&PL of any of SYNGENTA'S  general  administrative  or overhead
expenses or of any expenses of activities  required in any event for SYNGENTA to
obtain  and  maintain,  at its  sole  expense  during  such  period,  GOVERNMENT
APPROVALS  in the United  States of America.  There shall be no  duplication  of
reimbursement  of costs and expenses under this LICENSE  AGREEMENT and under the
RELATED  AGREEMENT(S).  D&PL and SYNGENTA  must agree in advance on a budget for
any activities and expenses for which  SYNGENTA may request  reimbursement  from
D&PL under this LICENSE AGREEMENT, including, but not limited to, activities (i)
to obtain or  maintain  GOVERNMENT  APPROVALS  in  countries  outside the United
States of America, (ii) to obtain or maintain GOVERNMENT APPROVALS in the United
States of America  after six and one half (6.5) years from the  EFFECTIVE  DATE,
(iii) to assist D&PL with obtaining and maintaining  GOVERNMENT  APPROVALS,  and
(iv) to assist D&PL with obtaining GOVERNMENT APPROVALS for COMBINED GENE COTTON
SEED where  SYNGENTA  is  entitled  to request  reimbursement  under  Subsection
3.6(a).  If after good faith  negotiations  SYNGENTA and D&PL do not, within one
hundred twenty (120) days, agree upon a commercially  reasonable  budget for any
specific activities  requested by D&PL to be performed by SYNGENTA under Section
4.3(h),  Subparts (i) through (iv),  SYNGENTA  shall not, on that  occasion,  be
required to perform such specific  activities  requested by D&PL. SYNGENTA shall
invoice  D&PL  quarterly,  not later than thirty (30) days after the end of each
calendar  quarter,  for all personnel costs or out-of-pocket  expenses for which

<PAGE>

SYNGENTA is entitled to  reimbursement  under this LICENSE  AGREEMENT during the
preceding quarter. The invoice shall itemize the services and expenses for which
reimbursement is sought. Payment of amounts due under such invoices shall be due
thirty  (30) days  after  receipt  by D&PL.  For a period  of seven  (7)  years,
SYNGENTA shall keep records  supporting  the amounts  invoiced to D&PL and shall
permit its books and records to be examined on a confidential basis from time to
time by a national auditing firm, reasonably  acceptable to SYNGENTA,  appointed
by and at the  expense  of D&PL,  to the  extent  necessary  to  verify  amounts
invoiced.

     (i) Neither D&PL nor SYNGENTA (if  otherwise  permitted to do so under this
LICENSE AGREEMENT) shall commence COMMERCIAL SALE (nor authorize any other party
to commence  COMMERCIAL  SALE) in any  particular  country in THE  TERRITORY  of
LICENSED  COMMERCIAL SEED containing a particular Cry1Ab GENE EVENT with respect
to which  D&PL  has  rights  in  cotton,  prior to the  later of (i) the DATE OF
GOVERNMENT  APPROVAL or (ii) DATE OF APPROVAL FOR COMMERCIAL SALE of that Cry1Ab
GENE EVENT in the subject  country,  provided  that (ii) shall not apply if D&PL
has notified or is deemed to have notified  SYNGENTA that it or its sublicensees
will not  commercialize  LICENSED  COMMERCIAL SEED containing the Cry1Ab GENE as
provided in Subsection 4.3(k).

     (j) All government approvals and any import, movement and release approvals
and permits  for the Cry1Ab  GENE and Cry1Ab  GENE  EVENTS  obtained by SYNGENTA
shall  be  owned  and  held in the name of  SYNGENTA  or its  AFFILIATES  unless
otherwise required by applicable law in the subject country,  provided that D&PL
shall have the right to use the same with respect to import, export, production,
use and sale of  LICENSED  COMMERCIAL  SEED under this  LICENSE  AGREEMENT.  All
government approvals and any import, movement, and release approvals and permits
for the Cry1Ab  GENE and the Cry1Ab GENE  EVENTS  obtained  by D&PL  pursuant to
Subsection  4.3(g) shall be owned and held in the name of D&PL or its AFFILIATES
unless otherwise required by the applicable law of the subject country, provided
that  SYNGENTA  and its  licensees  shall  have the  right to use the same  with
respect to import, export, production, use and sale of cottonseed containing the
Cry1Ab GENE when SYNGENTA and/or its licensees are permitted to

<PAGE>

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

engage in such activities under Subsection 3.5 of this LICENSE  AGREEMENT.  D&PL
shall not assign or transfer and shall not permit a third party who may hold the
governmental  approvals in its name (if so required by applicable law) to assign
or  transfer  such  government  approvals,  except  that  D&PL may  assign  such
government  approvals under the same  circumstances  under which D&PL may assign
this LICENSE  AGREEMENT and its rights and  obligations  under Section  14.1(a).
Upon termination of the LICENSE AGREEMENT,  at SYNGENTA'S request and subject to
SYNGENTA'S  payment to D&PL of *****,  D&PL shall  assign and transfer and shall
cause any third party as  applicable  to assign or transfer to SYNGENTA,  to the
extent permitted under  applicable law, all government  approvals for the Cry1Ab
GENE and the Cry1Ab GENE EVENTS  obtained by D&PL pursuant to Subsection  4.3(g)
and shall  return all data and other  information  provided  by SYNGENTA to D&PL
under Subsection 4.3(g)

     (k) In the  event  that D&PL  gives  notice  to  SYNGENTA  that D&PL or its
sublicensees  will not  commercialize  LICENSED  COMMERCIAL  SEED containing the
Cry1Ab  GENE in a  particular  country  outside  the United  States of  America,
SYNGENTA shall have the right to  commercialize  the Cry1Ab GENE in that country
in any cotton  cultivars  selected by SYNGENTA  (other than in DELTAPINE  Cry1Ab
CULTIVARS or in SublicensEe Cry1Ab CULTIVARS, unless such cultivars are licensed
by D&PL to SYNGENTA for such  purpose),  including  the right to test,  develop,
produce,  have  produced,  multiply and sell cotton seed  containing  the Cry1Ab
GENE,  alone or in combination  with other GENE(S),  and to grant licenses under
the  LICENSED  PATENT  RIGHTS  and  SYNGENTA  TECHNOLOGY  to any third  party to
develop,  produce, have produced,  multiply,  and sell cottonseed containing the
Cry1Ab GENE in their  germplasm.  If SYNGENTA  elects to exercise this right, it
shall promptly  notify D&PL, in which event SYNGENTA may assume  responsibility,
at its expense, for regulatory and commercialization  activities for that Cry1Ab
GENE and Cry1Ab GENE EVENT in such  country.  After  recovery by SYNGENTA of its
regulatory and other expenses necessary for GOVERNMENT APPROVAL and introduction
of the Cry1Ab GENE and Cry1Ab GENE EVENT into such country,  and after deduction
of any TECHNOLOGY  FEES or other amounts due to or retained by SYNGENTA'S  third
party seed company licensees D&PL shall receive seventy percent (70%) of the net
NET

<PAGE>


     TECHNOLOGY  FEE REVENUE and SYNGENTA  shall receive thirty percent (30%) of
the net NET  TECHNOLOGY  FEE REVENUE in that country;  provided that if an event
under Subsection 3.5(c)(ii) shall have occurred, then the sharing and allocation
of NET  TECHNOLOGY FEE REVENUE shall be governed by the provisions of Subsection
3.5(c)(ii).  D&PL  agrees  that not later  than two (2) years  after  GOVERNMENT
APPROVAL of the Cry1Ab GENE has been  obtained in the United  States of America,
D&PL shall with respect to each of the following countries:  Australia,  Brazil,
India and the  People's  Republic  of China,  either (i) request  that  SYNGENTA
obtain  GOVERNMENT  APPROVAL  or (ii)  notify  SYNGENTA  that D&PL  will  obtain
GOVERNMENT  APPROVAL and then proceed with  commercially  reasonable  efforts to
obtain GOVERNMENT  APPROVAL.  If D&PL does not take one of the actions set forth
in the  preceding  sentence  with  respect  to any one or  more  of  such  named
countries, then with respect to that country(ies),  D&PL shall be deemed to have
notified SYNGENTA that it will not commercialize  LICENSED  COMMERCIAL SEED with
the Cry1Ab GENE in that country and the  provisions  of this  Subsection  4.3(k)
shall apply to such country.

     4.4 SEED DEVELOPMENT AND COMMERCIALIZATION RESPONSIBILITIES. SYNGENTA shall
         -------------------------------------------------------
deliver to D&PL (in viable  cotton  seed) each  Cry1Ab GENE EVENT  developed  by
SYNGENTA  before or during  the term of this  LICENSE  AGREEMENT  that  SYNGENTA
determines  is a potential  candidate  for  COMMERCIAL  DEVELOPMENT.  SYNGENTA'S
obligation  under the preceding  sentence shall  terminate upon occurrence of an
event described in Subsection  3.5(c)(ii),  Subparts (A), (B) and/or (C), and/or
upon the occurrence of an event described in Subsection 3.5(c)(ii), Subpart (E),
if D&PL gives SYNGENTA the notice  described in the third sentence of Subsection
10.2(d),   and/or  upon  termination  of  this  LICENSE  AGREEMENT  pursuant  to
Subsection  14.2(b)(ii)(B).  D&PL shall be responsible for the commercialization
of LICENSED COMMERCIAL SEED of DELTAPINE Cry1Ab CULTIVARS and SUBLICENSEE Cry1Ab
CULTIVARS.  In  furtherance of the  development  and  commercialization  of such
LICENSED COMMERCIAL SEED by D&PL and its permitted sublicensees:

     (a) D&PL shall  determine,  in its  judgment  reasonably  exercised in good
faith, the following provisions of the COMMERCIAL DEVELOPMENT PLAN pertaining to
development and  commercialization of Cry1Ab GENE EVENTS and LICENSED COMMERCIAL
SEED:

     (i) The criteria for COMMERCIAL INSECT RESISTANCE for Cry1Ab GENE EVENTS;

     (ii)  Criteria  for   selection  of  Cry1Ab  GENE  EVENTS  for   COMMERCIAL
DEVELOPMENT;

     (iii) GENE EQUIVALENCY STANDARDS;

     (iv)  Modifications,   if  necessary,  to  the  procedure  for  determining
satisfaction of AGRONOMIC CRITERIA (set forth in Exhibit D); and

     (v)  Modifications,  if necessary,  to SEED PURITY  STANDARDS (set forth in
Exhibit E).
<PAGE>

     D&PL  shall  give  notice  to  the  LICENSE  MANAGEMENT  COMMITTEE  of  its
determination  of  foregoing  provisions  of the  COMMERCIAL  DEVELOPMENT  PLAN,
together  with a written  statement of the basis for D&PL'S  determination  and,
where appropriate, supporting documents. Upon request from SYNGENTA, and subject
to any  obligations  of  confidentiality  to which D&PL is subject in agreements
with third  parties that are in effect on the  EFFECTIVE  DATE and provided that
D&PL shall not be required to waive attorney client  privilege,  representatives
of D&PL shall  discuss  D&PL's  determinations  under  Section  4.4(a)  with the
members of the LICENSE MANAGEMENT COMMITTEE.

     (b) D&PL shall  determine,  in its  judgment  reasonably  exercised in good
faith, and consistent with the COMMERCIAL DEVELOPMENT PLAN:

     (i) Whether  particular  Cry1Ab GENE EVENTS have exhibited the criteria for
COMMERCIAL INSECT RESISTANCE;

     (ii) Which  particular  Cry1Ab GENE EVENTS  shall be subject to  COMMERCIAL
DEVELOPMENT;

     (iii) Whether particular  DELTAPINE Cry1Ab CULTIVARS and SUBLICENSEE Cry1Ab
CULTIVARS  meet the  AGRONOMIC  CRITERIA,  GENE  EQUIVALENCY  STANDARDS and SEED
PURITY STANDARDS; and

     (iv) Which particular  DELTAPINE  Cry1Ab  CULTIVARS and SUBLICENSEE  Cry1Ab
CULTIVARS  that  meet  the  foregoing   standards  shall  be  commercialized  in
particular countries.

     D&PL  shall  give  notice  to  the  LICENSE  MANAGEMENT  COMMITTEE  of  its
determinations with respect to the foregoing,  together with a written statement
of the  basis  for  D&PL'S  determination  and,  where  appropriate,  supporting
documents.   Upon  request  from   SYNGENTA,   and  subject  to  obligations  of
confidentiality  to which D&PL is subject in agreements  with third parties that
are in effect on the EFFECTIVE DATE and provided that D&PL shall not be required
to waive attorney client privilege, representatives of D&PL shall discuss D&PL's
determinations  under Section 4.4(b) with the members of the LICENSE  MANAGEMENT
COMMITTEE.

     (c) D&PL shall make  recommendations to the LICENSE MANAGEMENT COMMITTEE on
the following matters:
<PAGE>

     (i) The mode of  collection  of  TECHNOLOGY  FEES with  respect to sales of
LICENSED  COMMERCIAL SEED in any particular  country or geographical  region, as
provided for in Subsection 6.1(a);

     (ii) The terms and  conditions of any form of  sublicense  agreements to be
executed  by  LICENSED  GROWERS  or the  wording  of  container  labels or sales
documents  used in lieu of or in addition  to the  execution  of grower  license
agreements, as provided for in Subsection 3.1 and Subsection 3.7(e);

     (iii) The strategy, format, and content of promotion and incentive programs
relating to the use of Cry1Ab GENES to LICENSED COMMERCIAL SEED, including items
which may be deducted from  TECHNOLOGY  FEES in  determining  NET TECHNOLOGY FEE
REVENUE, as provided in Subsection 2.1.54;

     (iv)  The  dates  by  which  D&PL  shall  make  recommendations  concerning
appropriate TECHNOLOGY FEES in each PRICING REGION as provided for in Subsection
6.1(d)(i);

     (v)  The  content,   scope,   limitation  and/or  necessary  conditions  of
performance  warranties  which may be made by the PARTIES  concerning the Cry1Ab
GENE and/or LICENSED COMMERCIAL SEED as provided in Section 13.

     D&PL shall give SYNGENTA not less than six (6) months advance notice of the
date(s) by which D&PL will next make a  recommendation  on matters  described in
Subsections  4.4(c)(i),  4.4(c)(ii) and/or  4.4(c)(iii).  The LICENSE MANAGEMENT
COMMITTEE  shall  make a  determination  on each  of the  matters  described  in
Subsection 4.4(c) in accordance with the provisions in Subsection 4.5(d).

     4.5 LICENSE MANAGEMENT COMMITTEE.
         ----------------------------

     (a)  Formation of LICENSE  MANAGEMENT  COMMITTEE.  SYNGENTA and D&PL hereby
          -------------------------------------------
agree to form the LICENSE  MANAGEMENT  COMMITTEE,  to be  comprised  of four (4)
members,  with two (2) members to be appointed by each of SYNGENTA and D&PL. The
LICENSE  MANAGEMENT  COMMITTEE  will be chaired on a rotating  annual basis by a
SYNGENTA member or a D&PL member  designated by SYNGENTA or D&PL as the case may
be. The LICENSE MANAGEMENT COMMITTEE shall be responsible for adopting, revising
and amending (as necessary) and overseeing the COMMERCIAL  DEVELOPMENT  PLAN for

<PAGE>

the Cry1Ab GENE and other matters expressly  delegated to the LICENSE MANAGEMENT
COMMITTEE under this LICENSE AGREEMENT.

     (b)  Meetings.  The  LICENSE  MANAGEMENT  COMMITTEE  shall  meet  at  least
          --------
quarterly,  alternating  between the United States corporate offices of SYNGENTA
and D&PL or at such other sites as the LICENSE  MANAGEMENT  COMMITTEE  may agree
upon.  The first  such  meeting  shall be held at the  United  States  corporate
offices  of  SYNGENTA   within  thirty  (30)  days  after  the  EFFECTIVE  DATE.
Participation  in any  meeting of the  LICENSE  MANAGEMENT  COMMITTEE  may be in
person, by telephone, by video conference or by other means of telecommunication
that enables all members of the LICENSE  MANAGEMENT  COMMITTEE  participating in
the  meeting  to  communicate   simultaneously  with  each  other.  If  personal
participation  in a meeting by a member of the LICENSE  MANAGEMENT  COMMITTEE is
not  practical,  that member may, by written notice to each of the other members
of the LICENSE MANAGEMENT COMMITTEE, designate a proxy with voting authority. In
addition, the LICENSE MANAGEMENT COMMITTEE may act without a formal meeting by a
written consent signed,  in original or counterparts,  by all the members of the
LICENSE MANAGEMENT COMMITTEE. Subject to the obligations set forth in Article 8,
representatives  of either  PARTY,  in  addition  to the  members of the LICENSE
MANAGEMENT  COMMITTEE,  may attend  LICENSE  MANAGEMENT  COMMITTEE  meetings  as
nonvoting observers at the invitation of either PARTY.

     (c) Minutes.  LICENSE  MANAGEMENT  COMMITTEE shall keep accurate minutes of
         -------
its  meetings and record all  decisions  and all actions  recommended  or taken.
Draft  minutes  shall be  delivered  to the  members of the  LICENSE  MANAGEMENT
COMMITTEE within twenty (20) days after each meeting. The members of the LICENSE
MANAGEMENT  COMMITTEE  shall elect or appoint a secretary  for each  meeting and
such secretary  shall be responsible  for the preparation and circulation of the
draft  minutes.  Draft  minutes  shall be edited by the  members of the  LICENSE
MANAGEMENT  COMMITTEE and shall be issued in final form only with their approval
and  agreement  as  evidenced by their  signatures  on the  minutes.  Minutes of
LICENSE MANAGEMENT COMMITTEE meetings shall be Confidential Information.
<PAGE>

     (d) Decision Making.
         ---------------

     (i) At each LICENSE MANAGEMENT  COMMITTEE meeting,  at least one (1) member
appointed  by each of SYNGENTA  and D&PL shall  constitute  a quorum.  Decisions
shall be made by  unanimous  vote,  with all the members  representing  SYNGENTA
collectively  having one vote and the  members  representing  D&PL  collectively
having one vote.

     (ii) As to each matter coming before the LICENSE  MANAGEMENT  COMMITTEE one
PARTY (the "RESPONSIBLE PARTY") shall be responsible for making a recommendation
for action or decision. The designation of the RESPONSIBLE PARTY is based on its
primary areas of responsibility under this LICENSE AGREEMENT, provided that:

     (A) SYNGENTA shall be the RESPONSIBLE  PARTY having primary  responsibility
for making  recommendations  to the  LICENSE  MANAGEMENT  COMMITTEE  relating to
activities and decisions with respect to further  development of the Cry1Ab GENE
and  Cry1Ab   GENE   EVENTS  and   technical   support   for   development   and
commercialization activities, as described in Subsection 4.3(b).

     (B) SYNGENTA shall be the RESPONSIBLE  PARTY having primary  responsibility
for making  recommendations to the LICENSE MANAGEMENT  COMMITTEE with respect to
activities  and  decisions  relating to  obtaining  and  maintaining  GOVERNMENT
APPROVAL  of Cry1Ab  GENE  EVENTS  designated  by D&PL in the  United  States of
America and other countries designated by D&PL as countries in which SYNGENTA is
to seek  government  approval  and D&PL shall be the  RESPONSIBLE  PARTY  having
primary  responsibility  for making  recommendations  to the LICENSE  MANAGEMENT
COMMITTEE  with respect to activities  and  decisions  relating to obtaining and
maintaining GOVERNMENT APPROVAL in other countries.

     (C) D&PL shall be the RESPONSIBLE PARTY having primary  responsibility  for
making   recommendations  to  the  LICENSE  MANAGEMENT   COMMITTEE  relating  to
commercialization   of  LICENSED   COMMERCIAL  SEED  on  matters   described  in
Subsections 4.4(c)(i) to (v).


<PAGE>

     (D) D&PL shall be the RESPONSIBLE PARTY having primary  responsibility  for
making  recommendations  to the  LICENSE  MANAGEMENT  COMMITTEE  for  activities
relating to product  performance  including  the content of product  performance
claims and  advertising  and the  handling of product  performance  claims under
Section 13.

     (iii) In any case where a PARTY is required or permitted under this LICENSE
AGREEMENT to make a recommendation  to the LICENSE  MANAGEMENT  COMMITTEE,  that
PARTY will provide with its recommendation to the LICENSE  MANAGEMENT  COMMITTEE
documentation supporting such recommendation reasonably sufficient for the other
PARTY and the LICENSE  MANAGEMENT  COMMITTEE to be able to assess and understand
the  basis for the  recommendation.  In the event  SYNGENTA  disagrees  with any
recommendation   made  by  D&PL  as  the  RESPONSIBLE  PARTY  under  Subsections
4.4(c)(i),  4.4(c)(ii)  and/or  4.4(c)(iii),  SYNGENTA  shall  within  ten  (10)
business days after receipt of D&PL'S recommendation give written notice to D&PL
and  the  LICENSE   MANAGEMENT   COMMITTEE  of  its  disagreement   with  D&PL's
recommendation, and any alternative recommendation, and documentation supporting
such  disagreement  with  D&PL'S   recommendation  and  SYNGENTA'S   alternative
recommendation  reasonably  sufficient  for  D&PL  and  the  LICENSE  MANAGEMENT
COMMITTEE  to be  able  to  assess  and  understand  the  basis  for  SYNGENTA'S
disagreement   and  its  alternative   recommendation.   The  PARTY  making  any
recommendation  or response  and  counter-recommendation  under this  Subsection
4.4(d)(iii)  shall not be required to provide  information to the extent that to
do so would breach such PARTY'S  written  contractual  obligations  to any third
party or waive attorney client privilege.

     (iv) The LICENSE  MANAGEMENT  COMMITTEE shall not unreasonably  withhold or
delay approval of a recommendation  from the RESPONSIBLE PARTY on matters within
its  areas  of  primary  responsibility.  Whether  a  decision  of  the  LICENSE
MANAGEMENT  COMMITTEE on a recommendation from a RESPONSIBLE PARTY is consistent
with  the  preceding  sentence  shall  be  subject  to  the  dispute  resolution
provisions of Subsection  4.5(d)(v) and, as  appropriate,  to arbitration  under

<PAGE>

Subsection 14.12 except as to any recommendation and alternative  recommendation
made with respect to Subsections 4.4(c)(i), 4.4(c)(ii) and/or 4.4(c)(iii), as to
which the procedures set forth in Subsection 4.5(d)(vi) shall apply with respect
to arbitration before the SPECIAL TECHNOLOGY FEE PANEL selected,  empanelled and
reimbursed as provided in Subsection 6.1(d)(iv).

     (v) If the  LICENSE  MANAGEMENT  COMMITTEE  is  unable  to reach  unanimous
agreement on any matter (a "DEADLOCK MATTER"), upon written notice by any one or
more members of the LICENSE MANAGEMENT  COMMITTEE,  the DEADLOCK MATTER shall be
referred for  resolution to an Executive  Management  Committee  consisting of a
member of senior  management  of SYNGENTA as designated by SYNGENTA and a member
of the  senior  management  of  D&PL  as  designated  by  D&PL  (the  "EXECUTIVE
MANAGEMENT COMMITTEE"). The LICENSE MANAGEMENT COMMITTEE shall endeavor to adopt
a resolution  referring the DEADLOCK  MATTER  setting forth the specifics of the
issues  to  be  resolved,  which  resolution,   together  with  information  and
documentation relevant to the DEADLOCK MATTER, shall be forwarded to the members
of the EXECUTIVE MANAGEMENT  COMMITTEE;  provided,  however, that failure of the
LICENSE  MANAGEMENT  COMMITTEE  to agree  upon the  form of such  resolution  or
assembling of documentation  shall not delay the referral of the DEADLOCK MATTER
to the  EXECUTIVE  MANAGEMENT  COMMITTEE.  Upon  receipt of notice of a DEADLOCK
MATTER, the EXECUTIVE  MANAGEMENT COMMITTEE shall meet promptly in person, or by
telephone,  video conference or other means of telecommunication and endeavor to
reach  agreement.  Decisions of the EXECUTIVE  MANAGEMENT  COMMITTEE shall be by
unanimous  vote and shall be  binding  on the  PARTIES  and the  members  of the
LICENSE MANAGEMENT COMMITTEE. If the EXECUTIVE MANAGEMENT COMMITTEE is unable to
unanimously resolve the DEADLOCK MATTER within thirty (30) days from the date of
the deadlock necessitating referral to the EXECUTIVE MANAGEMENT COMMITTEE,  such
dispute may be submitted by either PARTY to  arbitration  pursuant to Subsection
14.12,  provided that in the event the deadlock MATTER is a recommendation  made
by D&PL as the RESPONSIBLE PARTY under Subsections 4.4(c)(i),  4.4(c)(ii) and/or
4.4(c)(iii), such dispute, if submitted to arbitration by either PARTY, shall be
submitted to arbitration  before the SPECIAL TECHNOLOGY FEE PANEL for resolution
in accordance with the procedure set forth in Subsection 4.5(d)(vi).
<PAGE>

     (vi) Within ten (10)  business  days after  either  PARTY  gives  notice of
submission  to the  SPECIAL  TECHNOLOGY  FEE  PANEL of a  DEADLOCK  MATTER  on a
recommendation   made  by  D&PL  as  the  RESPONSIBLE  PARTY  under  Subsections
4.4(c)(i),  4.4(c)(ii) and/or 4.4(c)(iii), (A) D&PL shall submit to SYNGENTA and
to each of the members of the SPECIAL  TECHNOLOGY FEE PANEL a written  statement
setting forth why the subject recommendation made by D&PL is consistent with the
"Purpose" (the "Purpose" shall mean maximizing the NET TECHNOLOGY REVENUE to the
PARTIES under this LICENSE  AGREEMENT and/or any other goals to be served by the
recommendation  under  this  LICENSE  AGREEMENT  which  have been  agreed by the
PARTIES  in  advance)  (and  is more  consistent  with  that  Purpose  than  the
alternative  recommendation by SYNGENTA to the LICENSE MANAGEMENT COMMITTEE) and
(B)  SYNGENTA  shall  submit to D&PL and to each of the  members of the  SPECIAL
TECHNOLOGY  FEE  PANEL  a  written  statement  setting  forth  why  the  subject
recommendation  made by D&PL is not  consistent  with the Purpose and/or why the
alternative  recommendation made by SYNGENTA to the LICENSE MANAGEMENT COMMITTEE
is more consistent with the Purpose than the recommendation by D&PL. Within five
(5) business days after  submission of the  foregoing  statements,  SYNGENTA and
D&PL may submit to the other  PARTY and to each of the  members  of the  SPECIAL
TECHNOLOGY  FEE PANEL further  written  statements  supplementing  their initial
statements. The PARTIES' written statements may be accompanied by any supporting
documents the submitting PARTY deems relevant.  Within twenty (20) business days
after the date of transmission  of the notice under  Subsection  4.5(d)(v),  the
SPECIAL   TECHNOLOGY   FEE  PANEL  shall   meet,   in  person  or  by  means  of
telecommunications,  and shall decide, by majority vote,  whether D&PL'S subject
recommendation  is more consistent with the Purpose than SYNGENTA'S  alternative
recommendation.  In the event that the SPECIAL TECHNOLOGY FEE PANEL finds D&PL'S
recommendation   to  be  more   consistent  with  the  Purpose  than  SYNGENTA'S
alternative recommendation,  then D&PL'S recommendation shall be followed by the
PARTIES for the period for which such recommendation was to be effective, unless
the PARTIES otherwise  mutually agree. In the event that the SPECIAL  TECHNOLOGY
FEE PANEL finds that SYNGENTA'S alternative recommendation to be more consistent
with  the  Purpose  than  D&PL'S  recommendation,  then  SYNGENTA'S  alternative
recommendation  shall be  followed  by the PARTIES for the period for which such
recommendation was to be effective, unless the PARTIES otherwise mutually agree.
The SPECIAL  TECHNOLOGY  FEE PANEL shall make its decision based on the PARTIES'
written  submissions.  No personal  appearances or other communications with the

<PAGE>

members of the  SPECIAL  TECHNOLOGY  FEE PANEL shall be  permitted.  The SPECIAL
TECHNOLOGY  FEE  PANEL  shall  notify  SYNGENTA  and  D&PL in  writing  of their
decision.  The decision of the SPECIAL  TECHNOLOGY  FEE PANEL shall be final and
binding on SYNGENTA and D&PL.

                      SECTION 5 -- OWNERSHIP OF TECHNOLOGY
                      ------------------------------------

     5.1 SYNGENTA TECHNOLOGY AND LICENSED PATENT RIGHTS.
         -----------------------------------------------

     (a)  All  SYNGENTA  TECHNOLOGY  shall  remain  the  property  of  SYNGENTA,
including  all  improvements  thereto  discovered  and  reduced to  practice  by
SYNGENTA or by D&PL in the course of performance of activities  pursuant to this
LICENSE  AGREEMENT,  provided that  SYNGENTA  hereby grants D&PL licenses to any
such improvements  without payment of additional  consideration and otherwise on
the same terms as the LICENSES granted herein (unless any SYNGENTA TECHNOLOGY is
in-licensed  by SYNGENTA  from any third party,  and the license with such third
party contains contrary terms with respect to improvements).

     (b) Each of the  LICENSED  PATENT  RIGHTS  shall remain the property of the
owner  thereof as of the  EFFECTIVE  DATE or as of the date on which such patent
rights are added to the LICENSED PATENT RIGHTS.

     5.2 D&PL TECHNOLOGY.  All D&PL TECHNOLOGY shall remain the property of D&PL
         ---------------
including  all  improvements  thereto  discovered  and  reduced to  practice  by
SYNGENTA or by D&PL in the course of performance of activities  pursuant to this
LICENSE  AGREEMENT  (unless any D&PL  TECHNOLOGY is in-licensed by D&PL from any
third  party,  in which case D&PL will  decide  ownership  in  reference  to the
license terms with such third party).

     5.3 SAFETY,  TOXICOLOGY AND EFFICACY DATA. SYNGENTA shall own all data that
         -------------------------------------
relates solely to the safety, toxicology,  efficacy, and performance of the GENE
including the protein  product and which does not relate to D&PL CULTIVARS or to
a  NON-SYNGENTA  GENE.  D&PL shall own all data that  relates  to the  agronomic
performance and fiber properties of D&PL CULTIVARS and/or  NON-SYNGENTA  GENE(S)
and which does not relate to SYNGENTA  GENE(S).  SYNGENTA and D&PL shall jointly
own all other safety,
<PAGE>

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

toxicological,  and efficacy  data  generated  jointly  through  activities
undertaken  pursuant to the COMMERCIAL  DEVELOPMENT PLAN;  provided that neither
D&PL nor SYNGENTA  shall grant any rights of access or use of such jointly owned
data to any third party to obtain  GOVERNMENT  APPROVALS or  clearances,  unless
expressly agreed by the other PARTY or as expressly permitted under this LICENSE
AGREEMENT.  The provisions of this LICENSE AGREEMENT shall not affect the rights
of any third parties  supplying  NON-SYNGENTA  GENE(S) to access or ownership of
any safety, toxicological, and efficacy data relating to NON-SYNGENTA GENE(S) or
COMBINED GENE COTTON SEED containing NON-SYNGENTA GENE(S) supplied by such third
party.

     5.4 USE OF DATA. SYNGENTA and D&PL shall have a royalty-free license to use
         -----------
data owned by the other PARTY  developed by  activities  undertaken  pursuant to
this LICENSE  AGREEMENT  for the  purposes set forth in this LICENSE  AGREEMENT.
Subject to obligations of  confidentiality  and non-use in agreements with third
parties,  such data shall be  delivered to the other PARTY upon  request,  which
delivery will not be unreasonably delayed.

                    SECTION 6 -- TECHNOLOGY FEES AND ROYALTY
                    ----------------------------------------

     6.1 TECHNOLOGY FEE. The TECHNOLOGY FEE shall be set based on the principles
         --------------
for  establishing  TECHNOLOGY  FEES set  forth in  Section  6.1(c)  through  the
procedure for  establishing  TECHNOLOGY FEES set forth in Section 6.1(d) (except
as otherwise expressly provided in this LICENSE AGREEMENT).

     (a) *****. [Text in Item 8 of Exhibit K].

     (b) Basis of  Calculation  of  TECHNOLOGY  FEES.  Regardless of the form in
which the TECHNOLOGY FEE is charged, the TECHNOLOGY FEE will be calculated based
on the quantity of LICENSED  COMMERCIAL  SEED sold.  In the United  States,  the
TECHNOLOGY FEE will be established for each PRICING REGION, and, if charged on a
per acre basis,  the  TECHNOLOGY FEE shall be converted from a fee per acre to a
fee per UNIT of seed of the  particular  LICENSED  COMMERCIAL  SEED  taking into
consideration  the  applicable  SEED DROP  RATE.  Establishment  of  appropriate
mechanisms for  application of the TECHNOLOGY  FEES to LICENSED  COMMERCIAL SEED
sold in countries  outside of the United States will be determined in accordance
with Section 4.

     (c) [Text in Exhibit J]
<PAGE>

     (d) Procedure For Establishing  TECHNOLOGY FEES. The TECHNOLOGY FEE for use
         -------------------------------------------
of the Cry1Ab GENE  embodied in LICENSED  COMMERCIAL  SEED sold by D&PL for each
PRICING REGION shall be set annually utilizing the following  procedure [Text in
Item 9 of Exhibit K]:

     (i) D&PL shall make  recommendations  annually  concerning the  appropriate
TECHNOLOGY FEE in each PRICING REGION.  D&PL shall also make  recommendations on
COMPETITIVE TECHNOLOGY FEE ADJUSTMENTS that D&PL, in its discretion, can provide
as  discounts  from  the  TECHNOLOGY  FEES  as  approved  by  SYNGENTA  to  meet
competitive  conditions in the marketplace in the particular PRICING REGION. For
the United  States of America,  D&PL'S  recommendations  shall be made not later
than  September 15 of the calendar  year before the  commencement  of the cotton
planting  season in which the  TECHNOLOGY  FEE and  COMPETITIVE  TECHNOLOGY  FEE
ADJUSTMENTS  will be in effect.  For other  countries,  D&PL will  establish  by
notice to SYNGENTA a date by which  D&PL'S  recommendations  shall be made prior
the  commencement  of the  marketing  season  in which  the  TECHNOLOGY  FEE and
COMPETITIVE  TECHNOLOGY FEE ADJUSTMENTS  will be in effect,  which date shall be
not less than six (6) months  before  the  commencement  of the cotton  planting
season in such country. D&PL will provide SYNGENTA with documentation supporting
such recommendation  sufficient for SYNGENTA to be able to assess and understand
the basis for D&PL'S  recommendation  and its conformity with the principles for
establishing  Technology Fees set forth in Subsection 6.1(c). Such documentation
shall include factual support and specific  information to the extent reasonably
available,  provided that D&PL shall not be required to provide  information  to
the extent that to do so would breach D&PL'S written contractual  obligations to
any third party.

     (ii) Within ten (10) business  days after receipt of D&PL  recommendations,
SYNGENTA shall give D&PL written  notice of the  TECHNOLOGY FEE and  COMPETITIVE
TECHNOLOGY  FEE  ADJUSTMENTS  for each of the  subject  PRICING  REGIONS for the
forthcoming marketing season.

     (iii)  In  the  event  that  SYNGENTA'S   notice  of  TECHNOLOGY  FEES  and
COMPETITIVE TECHNOLOGY FEE ADJUSTMENTS for any of the subject PRICING REGIONS is
different from D&PL'S  recommendation with respect thereto,  D&PL may within ten
(10)  business  days  after  receipt  of  SYNGENTA'S   notice  under  Subsection
6.1(d)(ii)  give notice to  SYNGENTA  of  submission  of the  TECHNOLOGY  FEE or

<PAGE>

COMPETITIVE  TECHNOLOGY  FEE  ADJUSTMENTS  for such  PRICING  REGION to  binding
arbitration to as provided in Subsections 6.1(d)(iv) through 6.1(d)(vi).

     (iv) Arbitration  concerning TECHNOLOGY FEES and COMPETITIVE TECHNOLOGY FEE
ADJUSTMENTS  shall be conducted  before a special panel of three (3) arbitrators
each of whom shall be a person with  expertise  and  experience  in the field of
agribusiness  and who has no  current or  previous  employment  nor any  current
ownership  interest in SYNGENTA or D&PL (the  "SPECIAL  TECHNOLOGY  FEE PANEL"),
provided that either PARTY may request a waiver of the  disqualification  of any
member or  proposed  member of the  SPECIAL  TECHNOLOGY  PANEL on  account  of a
current  non-material  ownership  interest in a PARTY,  which request for waiver
shall  not be  unreasonably  denied  or  delayed.  The  members  of the  SPECIAL
TECHNOLOGY FEE PANEL shall be selected by mutual agreement  between SYNGENTA and
D&PL within ninety (90) days after execution of this LICENSE  AGREEMENT.  In the
event that SYNGENTA and D&PL do not mutually agree on the members of the SPECIAL
TECHNOLOGY  FEE PANEL  within  ninety (90) days after  execution of this LICENSE
AGREEMENT,  then within one hundred  twenty  (120) days after  execution of this
LICENSE AGREEMENT, SYNGENTA and D&PL shall each select one member of the SPECIAL
TECHNOLOGY  FEE PANEL and the two members thus  selected  shall select the third
member. In the event of the death,  disability or resignation of a member of the
SPECIAL TECHNOLOGY FEE PANEL, if the subject member was appointed by SYNGENTA or
D&PL, the resulting  vacancy shall be filled by the appointing  PARTY or, if the
subject  member was  appointed  by mutual  agreement  of SYNGENTA  or D&PL,  the
resulting  vacancy  shall be filled by mutual  agreement  of  SYNGENTA  or D&PL,
provide  further  that if SYNGENTA  and D&PL do not fill such  vacancy by mutual
agreement  within ten (10) business days after such a vacancy  occurs or, in any
event,  if the member to be replaced  was  selected by the two members  selected
respectively  by  SYNGENTA  and  D&PL,  the  vacancy  shall be filled by the two
remaining  members.  Members of the SPECIAL  TECHNOLOGY  FEE PANEL shall receive
reimbursement  for  the  reasonable  value  of  their  service  on  the  SPECIAL
TECHNOLOGY  FEE PANEL  and their  reasonable  out of pocket  expenses  connected
therewith. Such amounts shall be paid one-half by SYNGENTA and one-half by D&PL.

     (v) Within  ten (10)  business  days after D&PL gives a notice to  SYNGENTA
under Subsection  6.1(d)(iii),  (A) SYNGENTA shall submit to D&PL and to each of
the  members of the SPECIAL  TECHNOLOGY  FEE PANEL a written  statement  setting
forth  why  each  of the  TECHNOLOGY  FEES  and/or  COMPETITIVE  TECHNOLOGY  FEE

<PAGE>

ADJUSTMENTS  in  SYNGENTA'S  notice under  Subsection  6.1(d)(ii)  that has been
submitted to arbitration is more consistent with the principles for establishing
TECHNOLOGY FEES set forth in Subsection 6.1(c) than was D&PL recommendation with
respect thereto and (B) D&PL shall submit to SYNGENTA and to each of the members
of the SPECIAL TECHNOLOGY FEE PANEL a written statement setting forth why D&PL'S
recommendation as to each of the TECHNOLOGY FEES and/or  COMPETITIVE  TECHNOLOGY
FEE  ADJUSTMENTS  in  SYNGENTA'S  notice  under  Subsection  6.1(d)(ii)  that is
submitted to arbitration is more consistent with the principles for establishing
TECHNOLOGY  FEES set forth in Subsection  6.1(c) than is the  TECHNOLOGY  FEE or
COMPETITIVE  TECHNOLOGY FEE  ADJUSTMENTS in SYNGENTA'S  notice under  Subsection
6.1(d)(ii).  Within five (5) business  days after  submission  of the  foregoing
statements,  SYNGENTA  and D&PL may submit to the other PARTY and to each of the
members  of  the  SPECIAL   TECHNOLOGY  FEE  PANEL  further  written  statements
supplementing their initial  statements.  The PARTIES' written statements may be
accompanied by any supporting documents the submitting PARTY deems relevant.

     (vi) Within  twenty (20) business  days after the date of  transmission  of
D&PL'S notice under  Subsection  6.1(d)(iii),  the SPECIAL  TECHNOLOGY FEE PANEL
shall meet, in person or by means of  telecommunications,  and shall decide,  by
majority vote, based the principles for determining TECHNOLOGY FEES set forth in
Subsection 6.1(c),  whether the TECHNOLOGY FEE and/or the COMPETITIVE TECHNOLOGY
FEE ADJUSTMENTS recommended by D&PL under Subsection 6.1(d)(i) or the TECHNOLOGY
FEE and/or COMPETITIVE  TECHNOLOGY FEE ADJUSTMENTS designated by SYNGENTA in its
notice  under  Subsection  6.1(d)(ii)  shall be the  TECHNOLOGY  FEE  and/or the
COMPETITIVE  TECHNOLOGY FEE ADJUSTMENTS for the forthcoming  marketing season in
the subject PRICING REGION. The SPECIAL TECHNOLOGY FEE PANEL shall be limited to
selecting only one or the other of these two amounts for the TECHNOLOGY FEE. The
SPECIAL  TECHNOLOGY  FEE PANEL  shall make its  decision  based on the  PARTIES'
written  submissions.  No personal  appearances or other communications with the
members of the  SPECIAL  TECHNOLOGY  FEE PANEL shall be  permitted.  The SPECIAL
TECHNOLOGY  FEE  PANEL  shall  notify  SYNGENTA  and  D&PL in  writing  of their
decision.  The decision of the SPECIAL  TECHNOLOGY  FEE PANEL shall be final and
binding on SYNGENTA and D&PL.

<PAGE>

     (vii) In the event that D&PL fails to submit a  recommendation  to SYNGENTA
under  Subsection  6.1(d)(i)  by the  date  specified  for  its  recommendation,
SYNGENTA  shall  determine  TECHNOLOGY  FEES  and  COMPETITIVE   TECHNOLOGY  FEE
ADJUSTMENTS and give notice thereof to D&PL by the twentieth (20th) business day
after  D&PL'S  recommendation  had been  due,  and the  procedures  set forth in
Subsections 6.1(d)(iii) through 6.1(d)(vi) shall not apply.

     (viii) In the event that D&PL submits its recommendations to SYNGENTA under
Subsection  6.1(d)(i) by the date specified therein,  and SYNGENTA does not give
notice by the date  specified in Subsection  6.1(d)(ii)  of a TECHNOLOGY  FEE or
COMPETITIVE  TECHNOLOGY FEE  ADJUSTMENTS  for any of the subject PRICING REGIONS
that is different from D&PL'S  recommendation,  D&PL'S  recommendation  shall be
deemed to be the TECHNOLOGY FEE or COMPETITIVE TECHNOLOGY FEE ADJUSTMENTS set by
SYNGENTA for the forthcoming  marketing season in the subject PRICING REGION and
the procedures set forth in Subsections 6.1(d)(iii) through 6.1(d)(vi) shall not
apply.

     6.2  COMPENSATION TO SYNGENTA FOR LICENSE TO THE GENE. In  consideration of
          ------------------------------------------------
the rights under the LICENSE granted  pursuant to Subsections  3.1, 3.2 and 3.3,
and for SYNGENTA performing its responsibilities under Section 4, D&PL shall pay
the ROYALTY to SYNGENTA.

     6.3 ROYALTY PERIOD.  SYNGENTA'S right to receive the ROYALTY shall begin on
         --------------
the date of the first COMMERCIAL SALE by D&PL or by its permitted sublicensee of
LICENSED  COMMERCIAL SEED containing the Cry1Ab GENE in a particular  country in
THE TERRITORY and shall end with regard to a particular country as follows:  (a)
where the LICENSED  COMMERCIAL  SEED  contains the Cry1Ab GENE and no NON-Cry1Ab
SYNGENTA  LEPIDOPTERAN-ACTIVE  GENE,  on  the  later  of (i)  EXPIRATION  of the
last-to-expire patent in that country of LICENSED PATENT RIGHTS with one or more
valid and enforceable  claim(s) which, in the absence of a license from SYNGENTA
under this  LICENSE  AGREEMENT,  would be  infringed  by the making,  using,  or
selling of LICENSED COMMERCIAL SEED in that particular country or (ii) the tenth
(10th)  anniversary  of the  date  of the  first  COMMERCIAL  SALE  of  LICENSED
COMMERCIAL SEED containing the Cry1Ab GENE by D&PL or by its sublicensee in that

<PAGE>

country; and (b) where the LICENSED COMMERCIAL SEED contains the Cry1Ab GENE and
a NON-Cry1Ab SYNGENTA LEPIDOPTERAN-ACTIVE GENE, then the later of (i) EXPIRATION
of the  last-to-expire  patent in that country of LICENSED  PATENT  RIGHTS under
this LICENSE AGREEMENT or under LICENSED PATENT RIGHTS under a RELATED AGREEMENT
with respect to such NON-Cry1Ab  SYNGENTA  LEPIDOPTERAN-ACTIVE  GENE with one or
more valid and  enforceable  claim(s)  which,  in the absence of a license  from
SYNGENTA under this LICENSE  AGREEMENT  and/or under the RELATED  AGREEMENT with
respect to the  license of the  NON-Cry1Ab  SYNGENTA  LEPIDOPTERAN-ACTIVE  GENE,
would be infringed by the making,  using, or selling of LICENSED COMMERCIAL SEED
in that particular  country or (ii) the tenth (10th)  anniversary of the date of
the first COMMERCIAL SALE of LICENSED COMMERCIAL SEED containing both the Cry1Ab
GENE and the NON-Cry1Ab  SYNGENTA  LEPIDOPTERAN-ACTIVE  GENE in combination,  by
D&PL or by its  sublicensee in that country.  Upon  expiration of the applicable
above-described  period,  D&PL shall have a permanent,  paid-up  license in that
particular  country  (a) to  sell  LICENSED  COMMERCIAL  SEED,  (b) to use  said
LICENSED  COMMERCIAL SEED and the progeny thereof for any purpose,  including to
introduce the Cry1Ab GENE and related  SYNGENTA  TECHNOLOGY into other DELTAPINE
CULTIVARS, and (c) to use the Cry1Ab GENE, markers, promoters, and other genetic
material that were  transferred into the specific  DELTAPINE Cry1Ab  CULTIVAR(S)
with the  Cry1Ab  GENE  and  related  SYNGENTA  TECHNOLOGY,  in other  DELTAPINE
CULTIVARS, provided that (1) SYNGENTA and D&PL shall each take necessary actions
to maintain  GOVERNMENT APPROVAL of the Cry1Ab GENE and any then approved Cry1Ab
GENE EVENTS in all  countries in THE  TERRITORY  where D&PL is selling  LICENSED
COMMERCIAL SEED upon  expiration of the ROYALTY  period;  provided that SYNGENTA
shall  have  the  option  to  transfer   responsibility   for  maintaining  such
GOVERNMENTAL  APPROVALS to D&PL by giving written notice thereof to D&PL; (2) no
license is provided  either  expressly or by implication  under any patent which
was not part of the LICENSED  PATENT  RIGHTS;  and (3) SYNGENTA and D&PL and its
sublicensees  shall  have  no  future  responsibility  to  each  other,  in that
particular country, under Sections 11, 12, and 13 of this LICENSE AGREEMENT with
respect to the Cry1Ab GENE or LICENSED  COMMERCIAL  SEED  containing  the Cry1Ab
GENE,  or  the  markers,   promoters,  and  other  genetic  material  that  were
transferred   to  D&PL  with  the  Cry1Ab  GENE.   Termination  of  such  future
responsibilities  shall  not  affect  obligations  which  accrued  prior  to the
expiration of such period.


<PAGE>

                     SECTION 7 -- BUSINESS RECORDS/PAYMENTS
                     --------------------------------------

     7.1 D&PL BUSINESS  RECORDS.  D&PL shall keep records (and  require,  in its
         ----------------------
sublicense  agreements with permitted  sublicensees,  that its sublicensees keep
records) and maintain  such records for a period of seven (7) years  showing the
amount of  LICENSED  COMMERCIAL  SEED  sold or  otherwise  transferred  to third
parties by D&PL and its  sublicensees,  if any, and  TECHNOLOGY  FEES billed and
collected in connection with such sales. D&PL further agrees to permit its books
and records to be examined (and to use commercially  reasonable efforts to cause
its  sublicensees to permit their books and records to be examined) from time to
time to the extent  necessary to verify the reports provided for in this Section
7,  such  confidential  examination  to be made  on a  confidential  basis  by a
national auditing firm,  reasonably  acceptable to D&PL, appointed by and at the
expense of  SYNGENTA;  provided  that if the  results of the audit show that the
amount  actually  due  SYNGENTA  is 5% or more over and above the amount paid by
D&PL, then D&PL shall reimburse  SYNGENTA for such audit expenses.  If the audit
determines that there has been an underpayment or overpayment,  the amount shall
be remitted promptly within thirty (30) days with interest at the rate stated in
Subsection 7.7.

     7.2 D&PL REPORTS AND PAYMENTS.
         -------------------------

     (a) On or before the 10th day of each month,  D&PL shall submit to SYNGENTA
a report that  summarizes,  by PRICING  REGION to the extent then known by D&PL,
(i) the gross  TECHNOLOGY FEES associated with UNITS of particular  cultivars of
LICENSED  COMMERCIAL SEED, if any,  shipped by D&PL and its sublicensees  during
the immediately preceding month, and (ii) cash payments, discounts and any other
adjustments to gross TECHNOLOGY FEES which were approved for payment or issuance
during the  immediately  preceding  month that are deductible in determining NET
TECHNOLOGY FEE REVENUE.

     (b) On or before September 30 of each year, D&PL shall submit to SYNGENTA a
report which summarizes,  by PRICING REGION (i) the gross TECHNOLOGY FEES billed
and  collected,  (ii)  the  UNITS  of  LICENSED  COMMERCIAL  SEED of  particular
DELTAPINE Cry1Ab CULTIVARS(S)  purchased by the LICENSED GROWERS stated in total
and, to the extent then known by D&PL, by LICENSED GROWER,  (iii) cash payments,
discounts,  any other adjustments to the published gross TECHNOLOGY FEES and all

<PAGE>

other amounts  deductible  from  TECHNOLOGY FEES to determine NET TECHNOLOGY FEE
REVENUE in total and by each LICENSED  GROWER,  and (iv) the NET  TECHNOLOGY FEE
REVENUE  received by D&PL for the twelve (12) months ending on August 31 of that
year.  With each such annual report,  D&PL shall pay to SYNGENTA  thirty percent
(30%) of the NET TECHNOLOGY  FEE REVENUE shown on such annual report,  including
NET  TECHNOLOGY  FEE REVENUE  received by D&PL with respect to sales of LICENSED
COMMERCIAL  SEED by D&PL and its  sublicensees.  If no such payments are due for
the subject reporting period the written report shall so state.

     7.3 SYNGENTA  BUSINESS  RECORDS.  SYNGENTA  shall keep records (and, in its
         ---------------------------
licenses to permitted  licensees,  require that its licensees  keep records) and
maintain  such  records  for a period of seven (7) years  showing  the amount of
LICENSED  COMMERCIAL  SEED sold or  otherwise  transferred  to third  parties by
SYNGENTA (or its licensees,  if any) and TECHNOLOGY  FEES due in connection with
such  sales  and  shall use  commercially  reasonable  efforts  to  require  any
permitted  licensees on whose sales of LICENSED COMMERCIAL SEED D&PL is entitled
to payment  of a  percentage  of the NET  TECHNOLOGY  FEE  REVENUE  pursuant  to
Subsection 3.5 to keep records  showing the amount of LICENSED  COMMERCIAL  SEED
sold or otherwise  transferred to third parties by such  permitted  licenses and
the TECHNOLOGY FEES due in connection with such sales.  SYNGENTA  further agrees
to  permit  its  books  and  records  to be  examined  and to  use  commercially
reasonable  efforts to cause its  permitted  licensees to permit their books and
records to be examined on a  confidential  basis from time to time to the extent
necessary  to  verify  the  reports   provided  for  in  this  Section  7,  such
confidential  examination  to be made by a national  auditing  firm,  reasonably
acceptable to SYNGENTA,  appointed by and at the expense of D&PL;  provided that
if the results of the audit show that the amount actually due D&PL is 5% or more
over and above the amount paid by SYNGENTA,  then SYNGENTA shall  reimburse D&PL
for  such  audit  expenses.  If the  audit  determines  that  there  has been an
underpayment or overpayment, the amount shall be remitted promptly within thirty
(30) days with interest at the rate stated in Subsection 7.7.

     7.4 SYNGENTA REPORTS AND PAYMENTS.
         -----------------------------

     (a) On or before the 10th day of each month,  SYNGENTA shall submit to D&PL
a report  that  summarizes,  by  PRICING  REGION  to the  extent  then  known by
SYNGENTA,  (i) the UNITS of particular cultivars of LICENSED COMMERCIAL SEED, if
any,  shipped by SYNGENTA or its permitted  licensee(s)  during the  immediately

<PAGE>

preceding  month on which D&PL is entitled to payment of a percentage of the NET
TECHNOLOGY  FEE REVENUE  pursuant to Subsection  3.5, (ii) the gross  TECHNOLOGY
FEES  associated with the UNITS of particular  cultivars of LICENSED  COMMERCIAL
SEED shipped during the immediately  preceding  month,  and (iii) cash payments,
discounts,  and any  other  adjustments  to gross  TECHNOLOGY  FEES  which  were
approved for payment or issuance during the immediately preceding month that are
deductible in determining NET TECHNOLOGY FEE REVENUE.

     (b) On or before September 30 of each year, SYNGENTA shall submit to D&PL a
report which summarizes,  by PRICING REGION (i) the gross TECHNOLOGY FEES billed
and  collected,  (ii) the UNITS of particular  CULTIVARS of LICENSED  COMMERCIAL
SEED  purchased by the LICENSED  GROWERS stated in total and, to the extent then
known by SYNGENTA, by LICENSED GROWER, (iii) cash payments,  discounts,  and any
other   adjustments  to  the  published  gross  TECHNOLOGY  FEES  deductible  in
determining NET TECHNOLOGY FEE REVENUE,  and (iv) the NET TECHNOLOGY FEE REVENUE
due with respect to LICENSED  COMMERCIAL  SEED sold by SYNGENTA or its permitted
licensee(s)  on whose  sales of  LICENSED  COMMERCIAL  SEED D&PL is  entitled to
payment of a percentage  of the NET  TECHNOLOGY  FEE REVENUE for the twelve (12)
months ending on August 31 of that year. With each such annual report,  SYNGENTA
shall pay to D&PL the  applicable  percentage of any NET  TECHNOLOGY FEE REVENUE
shown on such annual report received by SYNGENTA or its permitted licensees with
respect to sales of LICENSED COMMERCIAL SEED by SYNGENTA'S  permitted licensees.
If no such payments are due for the subject  reporting period the written report
shall so state.

     7.5 PAYMENT  ADDRESS.  Reports and  payments due pursuant to this Section 7
         ----------------
shall be sent to:

                  If to DELTA AND PINE LAND COMPANY:

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

                  Attention:  President
<PAGE>

                  If to SYNGENTA:

                  SYNGENTA CROP PROTECTION AG
                  Schwardzwaldallee 215
                  CH- 4058, Basel, Switzerland

                  Attention:  Head of Finance

     or other such  addresses as may be  designated  by the PARTIES from time to
time.

     7.6 PAYMENTS.
         --------

     (a)  Payments  due to SYNGENTA  shall be paid by wire  transfer as SYNGENTA
shall from time to time direct.  Except when such direction is for payment to be
made in local currency or as otherwise  provided herein,  all amounts to be paid
to SYNGENTA  shall be  calculated in U.S.  dollars using the U.S.  dollar buying
exchange rate (if applicable) at D&PL's  financial  institution in effect on the
date on which the  payment  is due.  Payments  due to D&PL shall be paid by wire
transfer as D&PL shall from time to time direct.  Except when such  direction is
for payment to be made in local currency or as otherwise  provided  herein,  all
amounts to be paid to D&PL shall be  calculated  in U.S.  dollars using the U.S.
dollar buying exchange rate (if applicable) at SYNGENTA'S financial  institution
in effect on the date on which the  payment  is due.  Deductions  of income  and
withholding taxes shall be made from payments as required by applicable laws and
regulations.  Deductions  shall  also be made from any  amount  owed  under this
LICENSE  AGREEMENT of one half of the amount of any foreign  exchange  fees, fax
fees,  bank  charges  and  like  transactional  costs.   Appropriate   documents
evidencing  and  supporting  any such  deductions  shall be provided at the time
payment is made.

     (b) With respect to all payments due under this LICENSE  AGREEMENT that are
subject to approval by any government  agency having  regulatory  authority over
the transfer of payments and such other laws and regulations that may apply, the
PARTY obligated to make such payments shall use commercially  reasonable efforts
to obtain  such  approval  and the other  PARTY  shall,  upon  request,  provide
assistance and information  needed to obtain such approval upon request.  In the
event of a lack of government approval to transmit payments hereunder, the PARTY
obligated to make such payments  shall use  commercially  reasonable  efforts to
place all sums  constituting  payments due to the other PARTY under this LICENSE

<PAGE>

AGREEMENT in an interest  bearing  account for the benefit of the PARTY entitled
to the  payment.  Provided  however,  that in the event such  payments  are not,
despite that PARTY'S  commercially  reasonable efforts,  placed in such interest
bearing account, no interest thereon shall accrue.

     7.7 INTEREST ON OUTSTANDING  BALANCES.  If D&PL or SYNGENTA fails to pay on
         ---------------------------------
any due date any amount  which is payable  under this LICENSE  AGREEMENT,  then,
without  prejudice to other  remedies,  that amount  shall bear  interest at the
"Prime Rate on Corporate Loans at Large U. S. Money Center  Commercial Banks" as
reported by the Wall Street Journal on said due date plus three percent (3%) per
annum from the due date until payment is made in full, both before and after any
judgment.

     7.8 SYNGENTA PATENT RECORDS.
         -----------------------
     [Text in Exhibit I]

                          SECTION 8 -- CONFIDENTIALITY
                          ----------------------------

     8.1 NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
         ------------------------------------------

     (a)  Neither  D&PL nor  SYNGENTA  shall,  at any  time  during  the  period
specified  by  Subsection  8.2,  disclose to any other  person any  confidential
TECHNOLOGY or other  confidential  information which has been disclosed to it by
the other PARTY or the terms of this LICENSE AGREEMENT or the RELATED AGREEMENTS
except  with the prior  written  consent of the other  PARTY or as  provided  in
Subsection 8.3; provided,  however,  (i) SYNGENTA shall be permitted to disclose
information  relating  to  performance  of the Cry1Ab  GENE to the  extent  such
disclosure is necessary or desirable for the development  and  commercialization
of cotton seed  containing  the Cry1Ab GENE,  provided,  further that,  SYNGENTA
shall  not  disclose  information   relating   specifically  only  to  DELTAPINE
CULTIVARS, and (ii) D&PL shall be permitted to disclose any information relating
to the performance of DELTAPINE Cry1Ab  CULTIVAR(S) to the extent required under
contracts with licensors of NON-SYNGENTA GENE(S) contained therein.

     (b) SYNGENTA shall not disclose  confidential D&PL pricing,  sales or other
sensitive  information  to any  competitor  of D&PL.  To the  extent  that  such
arrangements  are  commercially  practical with  SYNGENTA'S  existing  personnel
staffing levels,  SYNGENTA shall use separate personnel to handle D&PL sensitive
commercial  information from the personnel with access to commercial information
from any competitor of D&PL.
<PAGE>

     8.2 PERIOD OF  CONFIDENTIALITY.  The period  referred to in Subsection  8.1
         --------------------------
shall be the  period  beginning  with the date of  receipt  of the  confidential
TECHNOLOGY or other  confidential  information and ending,  with respect to that
TECHNOLOGY,  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
8.1 as to such  information  submitted in support for  regulatory  approvals and
clearance   shall  extend  until  the  expiration  of  such  longer  period  for
confidential treatment under such applicable laws and regulations.

     8.3 USES OF CONFIDENTIAL INFORMATION.  Subject to the overriding provisions
         --------------------------------
of  Subsections  5.3 and 5.4, any TECHNOLOGY or other  confidential  information
which is disclosed by either D&PL or SYNGENTA to the other PARTY may be:

     (a)  Disclosed by the  RECIPIENT  to any  directors,  officers,  employees,
agents or  contractors  of the  RECIPIENT,  to such extent only as is reasonably
necessary for  fulfillment  of the  RECIPIENT'S  obligations  under this LICENSE
AGREEMENT  or  under  the  COMMERCIAL  DEVELOPMENT  PLAN or for  the  commercial
exploitation of the cotton seed containing the GENE, 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 LICENSE  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 seek 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 TECHNOLOGY  and/or other
confidential  information and permit said other party, at its option, to contest
said  requirement  and to seek  confidential  treatment  of such  TECHNOLOGY  or
information;
<PAGE>

     (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  reasonable  measures to seek 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 TECHNOLOGY  and/or
other  confidential  information  and permit said other PARTY,  at its option to
contest said requirement and to seek  confidential  treatment of such TECHNOLOGY
or 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  EFFECTIVE  DATE 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  RECIPIENT
prior to such disclosure.

                           SECTION 9 -- FORCE MAJEURE
                           --------------------------

     9.1 FORCE MAJEURE.  Except with regard to any payments required pursuant to
         -------------
this  LICENSE  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 government
authority,  including,  but not limited to,  government  actions  restricting or
preventing  the  growing of  LICENSED  COMMERCIAL  SEED in areas  where D&PL has
historically produced seed; provided, however, that the PARTY so affected shall,
as promptly as reasonably possible under the circumstances, give written or oral
notice to the other PARTY 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

<PAGE>

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 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  9.1, it may suspend  performance  of this  LICENSE  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
LICENSE AGREEMENT as soon as practicable after removal or cessation of the cause
for the delay or reduction in performance.

                       SECTION 10 -- TERM AND TERMINATION
                       ----------------------------------

     10.1 TERM OF LICENSES.  The term of the LICENSES  granted  pursuant to this
          ----------------
LICENSE  AGREEMENT  shall  begin on the  EFFECTIVE  DATE and shall  continue  in
perpetuity so long as LICENSED  COMMERCIAL SEED is sold, licensed or used in THE
TERRITORY  as  provided  herein,  unless the  LICENSES  are  terminated  earlier
pursuant to a provision of this Section 10 or otherwise  under the terms of this
LICENSE AGREEMENT.

     10.2 TERMINATION.
          -----------
     [Text in Exhibit L]

     10.3  BREACH OF  OBLIGATIONS.  Breach by  SYNGENTA  of any of the  material
           ----------------------
provisions of this LICENSE AGREEMENT (other than default upon any of the payment
obligations  provided herein) shall entitle D&PL to give SYNGENTA notice to cure
such breach or default. Breach by D&PL of any of the material provisions of this
LICENSE  AGREEMENT  (other  than  default  upon any of the  payment  obligations
provided herein) shall entitle SYNGENTA to give D&PL notice to cure such breach.
If  a  breach  is  not  cured   within  the   ninety   (90)  day   period,   the
materially-affected  PARTY may terminate this LICENSE 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 14.12 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  14.12(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

<PAGE>

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 10.3 to take effect immediately.

     10.4  DEFAULT ON  PAYMENT.  In the event of default on any  payment  due by
           -------------------
SYNGENTA  to D&PL or by D&PL to  SYNGENTA  hereunder  and  failure  to cure such
default within sixty (60) days of notice,  the  non-defaulting  PARTY shall have
the right to terminate this LICENSE AGREEMENT 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  14.12 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  14.12(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 10.4 to take effect immediately.

     10.5 EFFECT OF TERMINATION.
          ---------------------
     [Text in Exhibit L]

     10.6 SURVIVAL OF COVENANTS. Notwithstanding the termination of this LICENSE
          ---------------------
AGREEMENT  by notice or  otherwise,  the rights  and  obligations  conferred  by
Sections 6, 7, 8 and 11, 12, 13, and 14 with  respect to events  which  occurred
prior to such termination shall survive termination.


<PAGE>

               SECTION 11 -- WARRANTIES and WARRANTY LIMITATIONS
               -------------------------------------------------

     11.1 SYNGENTA WARRANTIES. SYNGENTA hereby warrants and represents that:
          -------------------

     (a) As of the DATE OF  APPROVAL  FOR  COMMERCIAL  SALE of each  Cry1Ab GENE
EVENT in a  particular  country,  SYNGENTA:  (i) is the owner or licensee of the
Cry1Ab GENE, the subject Cry1Ab GENE EVENT, and SYNGENTA  TECHNOLOGY used in the
development  thereof;  (ii) is owner or licensee of the LICENSED  PATENT RIGHTS;
and (iii) has the right to license (or  sublicense) to D&PL the Cry1Ab GENE, the
subject Cry1Ab GENE EVENT,  and LICENSED  PATENT RIGHTS and SYNGENTA  TECHNOLOGY
used in the  development  thereof  for  use  under  the  terms  of this  LICENSE
AGREEMENT in the subject country;

     (b) As of the EFFECTIVE DATE, to the best of SYNGENTA'S  knowledge there is
no valid and enforceable third-party United States patent or foreign patent, not
then a part of the LICENSED PATENT RIGHTS, that will preclude or restrict either
SYNGENTA'S  or D&PL'S  lawful  performance  under this LICENSE  AGREEMENT in the
subject country;

     (c) As of the  date  on  which  SYNGENTA  gives  the  notice  described  in
Subsection 4.3(b) with respect to a Cry1Ab GENE EVENT in a particular country in
which  SYNGENTA is responsible  for obtaining  GOVERNMENT  APPROVAL,  GOVERNMENT
APPROVAL has been obtained for that country; and

     (d) All  material  information  that  SYNGENTA  has  provided or  hereafter
provides  to any  government  agency  for the  purpose of  obtaining  GOVERNMENT
APPROVAL is, to the best of SYNGENTA'S knowledge and belief, true and correct in
all material respects. Provided, however, that this warranty is not made to D&PL
with respect to any such information  which was supplied to SYNGENTA by D&PL and
which was  thereafter  provided  in the same or  substantially  the same form by
SYNGENTA to a government  agency nor information  with respect to a NON-SYNGENTA
GENE received by SYNGENTA from or through D&PL as to which information  SYNGENTA
makes no warranties, express or implied.

     (e)  SYNGENTA'S  utilization  of the procedures and materials that SYNGENTA
has employed or may hereafter  employ in the  development  and evaluation of the
Cry1Ab GENE and/or any Cry1Ab GENE EVENT does not  contravene  any  provision of
any agreement or contract binding upon SYNGENTA.
<PAGE>

     (f) If on the EFFECTIVE  DATE or  thereafter,  SYNGENTA is obligated to pay
royalties  to any third  party for  rights  under the  LICENSED  PATENT  RIGHTS,
SYNGENTA shall pay, in full and by the date due, all such royalties  (subject to
any  reimbursement  as provided  in Section  12.1(b) if  applicable).  As of the
EFFECTIVE  DATE,  no uncured  breach or default  exists  under any  agreement or
contract  relating to SYNGENTA'S rights to practice and to sublicense D&PL under
any  third  party  patent or patent  application  which is part of the  LICENSED
PATENT RIGHTS,  and, to the best of SYNGENTA'S  knowledge,  no condition  exists
which, if not cured, would result in such a breach or default.

     11.2 D&PL WARRANTIES. D&PL hereby warrants and represents that:
          ---------------

     (a) D&PL  shall not sell  (and  shall  require  in any  sublicense  granted
pursuant  to  Section  3.4 that its  sublicensee  shall not sell),  without  the
written  approval of SYNGENTA,  LICENSED  COMMERCIAL SEED that fails to meet the
SEED PURITY  STANDARD  for the Cry1Ab GENE EVENT  embodied  therein  and/or that
fails to meet the GENE  EQUIVALENCY  STANDARD  for the Cry1Ab GENE  EVENT.  D&PL
shall keep lot samples of all LICENSE COMMERCIAL SEED sold by D&PL following the
protocol set forth in the COMMERCIAL DEVELOPMENT PLAN for at least two (2) years
following the date of creation of such lot of LICENSED COMMERCIAL SEED.

     (b) [Text in Item 10 of Exhibit K]

     (c) As of the date on which  D&PL  commences  COMMERCIAL  SALE of  LICENSED
COMMERCIAL  SEED of any particular  DELTAPINE  Cry1Ab CULTIVAR in any particular
country,  the  COMMERCIAL  SALE  of  such  LICENSED  COMMERCIAL  SEED  does  not
contravene  any  provision of any  agreement  with any third party  binding upon
D&PL. D&PL shall have used commercially reasonable efforts to determine that, as
of the  date on which  any  sublicensee  of D&PL  commences  COMMERCIAL  SALE of
LICENSED  COMMERCIAL SEED of any particular  sublicensee  Cry1Ab CULTIVAR in any
particular  country,  the COMMERCIAL SALE of such LICENSED  COMMERCIAL SEED does
not  contravene any provision of any agreement with any third party binding upon
such sublicensee.

     11.3 MUTUAL WARRANTIES.
          -----------------

     (a)  SYNGENTA  warrants to D&PL that this LICENSE  AGREEMENT  does not and,
performance by SYNGENTA of its  obligations  hereunder will not,  contravene any
provision of any agreement or contract binding upon SYNGENTA.
<PAGE>

     (b) D&PL  warrants to SYNGENTA  that this LICENSE  AGREEMENT  does not, and
performance  by D&PL of its  obligations  hereunder  will  not,  contravene  any
provision of any agreement or contract binding upon D&PL.

     11.4 NO OTHER WARRANTIES. IT IS EXPRESSLY UNDERSTOOD THAT D&PL and SYNGENTA
          -------------------
MAKE NO REPRESENTATIONS,  EXTEND NO WARRANTIES,  EITHER EXPRESS OR IMPLIED,  AND
ASSUME NO  RESPONSIBILITIES,  OTHER THAN  EXPRESSLY  PROVIDED  FOR HEREIN,  WITH
RESPECT TO:

     (a) THE PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF
THE GENE,  RELATED SYNGENTA  TECHNOLOGY,  LICENSED  COMMERCIAL  SEED,  DELTAPINE
CULTIVARS, AND DELTAPINE Cry1Ab CULTIVARS;

     (b) THE SCOPE OR VALIDITY OF ANY PATENT OF THE LICENSED PATENT RIGHTS, OR

     (c) THE Cry1Ab GENE, RELATED SYNGENTA TECHNOLOGY, LICENSED COMMERCIAL SEED,
DELTAPINE CULTIVARS,  DELTAPINE Cry1Ab CULTIVARS, OR USE THEREOF BEING FREE FROM
INFRINGEMENT OF PATENTS OTHER THAN LICENSED PATENT RIGHTS.

     11.5 EXCLUSIVE  REMEDY.  Except to the extent that D&PL establishes that it
          -----------------
was induced to enter this  LICENSE  AGREEMENT as a result of  SYNGENTA'S  fraud,
intentional  misrepresentation  or  misrepresentation  due to  gross  negligence
related to whether D&PL's and its  sublicensees'  activities  under this LICENSE
AGREEMENT  infringe  a claim of a third  party  patent or whether  the  LICENSED
PATENTS and/or the SYNGENTA TECHNOLOGY are valid or enforceable,  D&PL'S and its
sublicensees'  exclusive remedies for losses,  damages, or liability,  resulting
from a claim that their activities under this LICENSE AGREEMENT infringe a claim
of a third  party  patent  or that the  LICENSED  PATENTS  and/or  the  SYNGENTA
TECHNOLOGY  are  not  valid  or  enforceable,  are  the  patent  indemnification
obligations  expressly  set forth in Section  12 of this  LICENSE  AGREEMENT.  A
dispute  as to whether  D&PL has  established  that it was so  induced  shall be
subject to the dispute resolution process under Subsection 14.12 of this LICENSE
AGREEMENT. Notwithstanding anything to the contrary in this LICENSE AGREEMENT or
a RELATED  AGREEMENT,  including without  limitation  Section 12, SYNGENTA shall
have no  liability  or  obligations  with respect to a claim that D&PL's and its

<PAGE>

sublicensees'  activities  under this LICENSE  AGREEMENT or a RELATED  AGREEMENT
infringe a claim of third party patent with respect to a GENE which has not been
licensed  by SYNGENTA to D&PL under this  LICENSE  AGREEMENT  or under a RELATED
AGREEMENT.

                        SECTION 12 -- PATENT INFRINGEMENT
                        ---------------------------------

                               [Text in Exhibit I]

        SECTION 13 -- CLAIMS BY VENDEES FOR FAILURE OF GENE PERFORMANCE
        ---------------------------------------------------------------

                               [Text in Exhibit M]

                             SECTION 14 -- GENERAL
                             ---------------------

     14.1 ASSIGNMENT OF D&PL'S RIGHTS AND OBLIGATIONS.
          -------------------------------------------

     (a) The rights and obligations under this LICENSE  AGREEMENT  pertaining to
D&PL are personal to D&PL and D&PL shall not (by  operation of law or otherwise)
assign, mortgage, pledge as security, or sublicense any of its rights hereunder,
nor shall D&PL  subcontract  or delegate  (other than in the ordinary  course of
business) any of its obligations hereunder (except as otherwise provided in this
LICENSE AGREEMENT),  except with the prior written consent of SYNGENTA, provided
that,  without the consent of SYNGENTA,  (i) D&PL may, in the ordinary course of
business,  subcontract  or delegate  performance of its  obligations  under this
LICENSE  AGREEMENT  (including,  but  not  limited  to,  breeding,  development,
increase,  testing, and marketing seed and collecting  TECHNOLOGY FEES) to third
parties  under  contract  with D&PL,  provided  that D&PL shall remain liable to
SYNGENTA with respect to  performance of D&PL'S  obligations  under this LICENSE
AGREEMENT by such third party(ies), and (ii) D&PL shall have the right to assign
this  LICENSE  AGREEMENT  and the rights  and  obligations  hereunder  (A) to an
AFFILIATE of D&PL 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  D&PL'S  cotton  seed  business,  either  alone  or in
conjunction  with other D&PL  business,  provided  that,  as a condition of such
assignment,  the assignee  shall agree in writing to be bound by the  provisions
hereof.

     (b) The provisions of Subsection 14.1(a) notwithstanding, in the event of a
MONSANTO/D&PL  CHANGE OF CONTROL  TRANSACTION,  the  provisions  of the  LICENSE

<PAGE>

ACQUISITION  AGREEMENT  and  this  LICENSE  AGREEMENT  expressly  relating  to a
MONSANTO/D&PL CHANGE OF CONTROL TRANSACTION shall apply.

     14.2 ASSIGNMENT OF SYNGENTA'S RIGHTS AND OBLIGATIONS.
          -----------------------------------------------

     (a) The rights and obligations under this LICENSE  AGREEMENT  pertaining to
SYNGENTA are personal to SYNGENTA and SYNGENTA shall not (by operation of law or
otherwise) assign,  mortgage, or pledge as security any of its rights hereunder,
nor shall SYNGENTA subcontract or otherwise delegate (other than in the ordinary
course of  business)  any of its  obligations  hereunder  (except  as  otherwise
provided in this LICENSE  AGREEMENT),  except with the prior written  consent of
D&PL,  provided that, without the consent of D&PL, (i) when expressly  permitted
to do so under other provisions of this LICENSE AGREEMENT,  SYNGENTA may, in the
ordinary  course  of  business,  subcontract  or  delegate  performance  of  its
obligations  under  this  LICENSE  AGREEMENT  (including,  but not  limited  to,
breeding,  development,  increase,  testing,  and marketing  seed and collecting
TECHNOLOGY  FEES) to third parties under contract with  SYNGENTA,  provided that
SYNGENTA  shall remain liable to D&PL with respect to  performance of SYNGENTA'S
obligations  under this  LICENSE  AGREEMENT by such third  party(ies),  and (ii)
SYNGENTA  shall have the right to assign this LICENSE  AGREEMENT  and the rights
and  obligations  hereunder  (A) to an  AFFILIATE  of SYNGENTA 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 as may then be responsible for compliance with this LICENSE  AGREEMENT,
either alone or in conjunction with other SYNGENTA business, provided that, as a
condition of such assignment, the assignee shall agree in writing to be bound by
the provisions hereof.

     (b) [Text in Item 11 of Exhibit K]

     14.3 RELATION OF PARTIES.  Nothing in this LICENSE  AGREEMENT shall create,
          -------------------
or be deemed to create,  a  partnership,  or the  relationship  of principal and
agent among the parties.  SYNGENTA  CROP  PROTECTION  AG and DELTA AND PINE LAND
COMPANY shall each be primarily  liable for and shall  guarantee the payment and
performance of all of the obligations of their respective AFFILIATES hereunder.


<PAGE>

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

     14.4 INTEGRATION OF CONTRACT.  This LICENSE AGREEMENT  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 LICENSE  AGREEMENT  and the LICENSE  ACQUISITION  AGREEMENT and the RELATED
AGREEMENTS entered into by D&PL and SYNGENTA pursuant to the LICENSE ACQUISITION
AGREEMENT,  provided  that *****

     14.5  WAIVERS  AND  AMENDMENTS.  This  LICENSE  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 LICENSE  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 LICENSE
AGREEMENT.
<PAGE>

     14.6  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  LICENSE  AGREEMENT  or as a limitation  of the
scope of the particular Section or Subsection to which they refer.

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

     14.8 PARTIAL INVALIDITY. If any provision of this LICENSE AGREEMENT is held
          ------------------
by any competent  authority to be invalid or  unenforceable in whole or in part,
this LICENSE  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 LICENSE  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).

     14.9  GOVERNING  CONTRACT  LAW.  THIS LICENSE  AGREEMENT  SHALL,  EXCEPT AS
           ------------------------
PROVIDED IN  SUBSECTION  14.10,  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.

     14.10  GOVERNING  PATENT LAW.  Any  question  arising  out of this  LICENSE
            ---------------------
AGREEMENT 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.

     14.11 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

<PAGE>

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 D&PL:               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:           SYNGENTA CROP PROTECTION AG
                                            Schwarzwaldallee 215
                                            CH - 4058, Basel
                                            Switzerland

                                            Attention: Chief Operating Officer,
                                                       Syngenta Seeds

                  With copy to:             SYNGENTA INTERNATIONAL AG
                                            Schwarzwaldallee 215
                                            CH - 4058, Basel
                                            Switzerland

                                            Attention: General Counsel

     14.12 DISPUTE RESOLUTION.
           ------------------

     (a) Any claim,  dispute,  difference  or  controversy  between  the PARTIES
arising  out of, or  relating  to,  this  LICENSE  AGREEMENT  which has not been
settled by mutual  understanding  between  the  PARTIES (a  "DISPUTE")  shall be
submitted within thirty (30) days of the initial written notice of the existence
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  except as to those  matters  which are to be  submitted  to the  SPECIAL
TECHNOLOGY FEE PANEL as provided in this LICENSE AGREEMENT:


<PAGE>

     (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  14.12.  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.  Unless  the period for
consideration by the PANEL is extended by mutual written  agreement,  any demand
for  arbitration  shall be made  within  ten (10) days after  expiration  of the
thirty  (30) day period for  resolution  of the DISPUTE in question by the PANEL
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 and one
(1) of whom shall be appointed by D&PL. 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 do not 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.

     (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.
<PAGE>

     (c) Pending  resolution of any DISPUTE,  each PARTY involved in the DISPUTE
shall make reasonable  efforts to minimize adverse economic  consequences to the
PARTIES  under this LICENSE  AGREEMENT and the other  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  14.12 shall serve to
preclude any PARTY from its right to seek any  judicial  remedy at law or equity
to enforce the award of the arbitrators or to exercise its other rights, if any,
under this LICENSE AGREEMENT.

     (d) Anything in this  Subsection  14.12  notwithstanding,  this  Subsection
14.12 shall not apply to the  establishment  of TECHNOLOGY FEES where Subsection
6.1(d)  applies and shall not apply to any dispute with respect to matters under
Subsection 4.4(c)(i),  4.4(c)(ii) and/or 4.4(c)(iii) where such dispute has been
submitted  to the  SPECIAL  TECHNOLOGY  FEE  PANEL as  provided  in  Subsections
4.5(d)(iv) and (v).

     14.13 INCORPORATION OF EXHIBITS.  Exhibits A-M, inclusive, are incorporated
           -------------------------
herein and made a part hereto.

     IN WITNESS  WHEREOF,  this  LICENSE  AGREEMENT  has been  executed  by duly
authorized representatives of the PARTIES herein.

DELTA AND PINE LAND COMPANY

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

Title: Vice President - Finance and Treasurer
      -----------------------------------------------

SYNGENTA CROP PROTECTION AG

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

Title: Head of Business Development
      -----------------------------------------------

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

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


<PAGE>


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

                                     *****


                                     *****





<PAGE>



                                    EXHIBIT B

                     Cry1Ab GENE TRADEMARK LICENSE AGREEMENT

     This Agreement,  made as of the         day of            ,  20    , by and
                                     -------        -----------     ----
between  SYNGENTA  PARTICIPATIONS  AG, a  company  organized  under  the laws of
Switzerland, having a place of business at Schwarzwaldallee 215, CH-4058, Basel,
Switzerland  (hereinafter  referred to as  "SYNGENTA"),  and Delta and Pine Land
Company,  a corporation  organized  and existing  under the laws of the State of
Delaware,  having its  principal  place of business  at One Cotton  Row,  Scott,
Mississippi 38772 (hereinafter referred to as "LICENSEE"). SYNGENTA and LICENSEE
each a "Party" and, jointly, the "Parties".

         WITNESSETH:

     WHEREAS,  syngenta is the owner of the  trademark,  which is the subject of
[country]  trademark  application  no.                    for Cry1Ab GENE(S) (as
                                        ----------------
defined in the LICENSE AGREEMENT)  (hereinafter  referred to as the "Cry1Ab Gene
Trademark"); and

     WHEREAS,  SYNGENTA'S Affiliate Syngenta Crop Protection AG and LICENSEE are
parties to the Cry1Ab  Gene  License  Agreement  effective  ____________,  2004,
directed to the  licensing  of certain  SYNGENTA  patent  rights and  technology
relating  to  transgenic   cotton  plants  containing  insect  resistance  genes
(hereinafter referred to as the "LICENSE AGREEMENT"); and

     WHEREAS,  LICENSEE  desires  to obtain a  license  to use the  Cry1Ab  Gene
Trademark  in  connection  with the sale of  transgenic  cotton seed  containing
Cry1Ab  insect  resistance  genes  licensed  to  D&PL  pursuant  to the  LICENSE
AGREEMENT  and the Parties wish to use the Cry1Ab GENE  TRADEMARK in  accordance
with the LICENSE AGREEMENT;

     NOW, THEREFORE, in consideration of the mutual undertakings and obligations
herein obtained, the parties agree as follows:

     1.  SYNGENTA  hereby  grants to  LICENSEE,  subject to all of the terms and
conditions herein contained,  a non-exclusive,  royalty-free  license to use the
Cry1Ab Gene  Trademark on or in relation to  cottonseed  which  contains  Cry1Ab
GENE(S)  and  which  has  been  produced   pursuant  to  the  LICENSE  AGREEMENT

<PAGE>

(hereinafter  referred to as "Goods").  This license  shall be  assignable  to a
third  party  only in the  manner  specified  in  Section  14.1  of the  LICENSE
AGREEMENT and only as part and parcel of an assignment of the LICENSE AGREEMENT.

     2. LICENSEE agrees that to use the Cry1Ab Gene Trademark on all Goods,  but
only on Goods which meet the  criteria for  "COMMERCIAL  INSECT  RESISTANCE"  as
defined in the LICENSE AGREEMENT.

     3.  SYNGENTA  shall have the right at all  reasonable  times to inspect and
examine  the  methods,  processes  and  containers  used by LICENSEE in bagging,
treating  and  storing  the Goods on which the  LICENSEE  uses the  Cry1Ab  Gene
Trademark and to request samples of such Goods and  containers.  LICENSEE agrees
to permit such inspections and  examinations  and to furnish such samples.  Such
inspection and examination  shall be for the sole purpose of confirming that the
quality of the Goods meets the  standards  set forth in writing by SYNGENTA  and
shall not be used for any competitive purpose  whatsoever.  D&PL may at any time
require that such  inspections  and  evaluations  be conducted on a confidential
basis by a third-party  inspector  selected by SYNGENTA and  acceptable by D&PL,
which inspector shall report to SYNGENTA and D&PL only whether or not D&PL is in
compliance with this Cry1Ab GENE TRADEMARK AGREEMENT,  and if not in compliance,
the areas of  non-compliance  without  otherwise  disclosing to SYNGENTA  D&PL's
methods and procedures.

     4.  LICENSEE  shall  have the right to use the  Cry1Ab  Gene  Trademark  in
advertising  and  promotional  literature  and the like,  as well as on  labels,
packaging,  containers  and the like, for the Goods sold pursuant to the LICENSE
AGREEMENT. LICENSEE agrees that each such use of the Cry1Ab Gene Trademark shall
be in accordance with the provisions of Section 3.8 of the LICENSE AGREEMENT and
agrees  that the  Cry1Ab  Gene  Trademark  shall be  keyed by an  asterisk  to a
footnote  reading  "Trademark  of, and used under license from, a Syngenta Group
Company".  After the Cry1Ab Gene  Trademark  has been  registered  in [Country],
SYNGENTA will notify the LICENSEE of the  registration  and thereafter  LICENSEE
shall change the asterisk to the (R) symbol which shall be keyed to the footnote
"Registered  trademark  of,  and used  under  license  from,  a  Syngenta  Group
Company".

     5. LICENSEE agrees to submit to SYNGENTA'S  representatives upon reasonable
request,  samples of labels,  packaging,  containers,  advertising,  promotional
materials and other materials to which the Cry1Ab Gene Trademark is applied.
<PAGE>

     6. The term of this  Agreement  shall be  coextensive  with the term of the
LICENSE  AGREEMENT  unless sooner  terminated  in  accordance  with the terms of
Section 7 hereof.

     7. If at any time,  LICENSEE should use the Cry1Ab Gene Trademark for Goods
not produced in accordance with the terms of the LICENSE AGREEMENT, or if at any
time LICENSEE breaches any other provision of this Agreement or fails to observe
any of its obligations  hereunder the license granted herein shall be terminable
upon  written  notice from  SYNGENTA to that  effect.  Provided,  however,  that
LICENSEE shall have ninety (90) days from the receipt of such notice to cure any
breach or  default,  and all  provisions  of the LICENSE  AGREEMENT  relating to
notice of breach,  cure and dispute  resolution  shall apply to this Cry1Ab GENE
TRADEMARK LICENSE AGREEMENT.

     8. To the  extent  that  such  reporting  would  not  conflict  with  other
obligations legally binding on D&PL, LICENSEE agrees to notify SYNGENTA promptly
of any  apparent  infringement  of the  Cry1Ab  Gene  Trademark  which  comes to
LICENSEE'S knowledge. SYNGENTA will take such action regarding such infringement
as it deems, in its sole discretion,  to be necessary or desirable, and LICENSEE
agrees to cooperate therein.

     9. SYNGENTA agrees to indemnify and hold LICENSEE harmless from and against
all  claims,  suits,  damages  and  costs  arising  out of a claim of  trademark
infringement  or unfair  competition  on account of LICENSEE'S use of the Cry1Ab
Gene Trademark.  Provided however,  that LICENSEE shall promptly notify SYNGENTA
of such  claim or suit and  shall  reasonably  cooperate  with  SYNGENTA  in the
defense thereof.
<PAGE>

     IN WITNESS  WHEREOF,  the parties have caused this Agreement to be executed
in duplicate by their duly authorized  representatives  as of the date first set
forth above.

                           SYNGENTA PARTICIPATIONS AG


                           By:
                              -------------------------------------------------

                           Title:
                                 ----------------------------------------------


                           DELTA AND PINE LAND COMPANY


                           By:
                              -------------------------------------------------

                           Title:
                                 ----------------------------------------------


<PAGE>


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

                                      *****



<PAGE>


                                    EXHIBIT D

                   AGRONOMIC CRITERIA FOR DELTAPINE CULTIVARS
                   ------------------------------------------

     Agronomic  performance and suitability of each DELTAPINE Cry1Ab CULTIVAR is
the  responsibility  of D&PL. A new DELTAPINE Cry1Ab CULTIVAR  (hereinafter "new
variety")  shall be  deemed  to have met the  AGRONOMIC  CRITERIA  and  shall be
approved for commercial  release in THE TERRITORY if D&PL confirms in writing to
SYNGENTA  that the new  variety  has been tested for  agronomic  and  commercial
acceptability as to yield,  fiber quality,  and disease resistance and, based on
such  testing,  has been found  acceptable  for  commercial  release.  D&PL will
conduct at least four (4)  agronomic  trials in THE TERRITORY in each of two (2)
years to determine  acceptability.  Data from these and other trials  considered
relevant by D&PL will be analyzed by D&PL and used to determine  suitability  of
the new variety for COMMERCIAL SALE.


<PAGE>


                                    EXHIBIT E

                              SEED PURITY STANDARDS
                              ---------------------

     All  multiplications  of  LICENSED  COMMERCIAL  SEED must meet the  genetic
purity standards set forth in this Exhibit E and comply with all applicable seed
laws and  regulations  of the applicable  country in THE  TERRITORY.  Breeder or
pre-breeder  seed  lots will be  sampled  and  tested  for  verification  of the
presence of the intended event(s) and the absence of unintended events. The term
"unintended  events"  shall  mean  DNA  molecules,  vector,  or  constructs  (or
replicates  thereof)  not  naturally  occurring in cotton and not intended to be
present in the variety according to the bag label.

     Section E.1. PURITY STANDARDS In the absence of more restrictive applicable
government standards, the SEED PURITY STANDARDS shall be:

     (a) At least 98% of the seed in a lot of commercial  seed will contain each
GENE  intended  to be there.  For  clarity,  LICENSED  COMMERCIAL  SEED which is
intended to contain more than one GENE may be sold only if the testing indicates
that  each  GENE is  present  in 98% of the  seed.  Every  seed lot of  LICENSED
COMMERCIAL  SEED (one seed lot shall not exceed 2,000 UNITS of seed) must have a
sample taken and stored using the procedures set forth in Section E.2 below, and
the  presence  of the  Cry1Ab  GENE  and  each  other  intended  GENE  verified.
Verification  shall be conducted by D&PL'S testing  laboratory or an independent
seed  testing  laboratory.   SYNGENTA  shall  have  the  right  to  conduct  DNA
verification on any lot, including the retained samples,  at SYNGENTA'S expense.
Any seed samples  obtained by SYNGENTA for DNA verification to check seed purity
shall be used for that purpose only and any residue thereof shall be destroyed.

     (b) Adventitious amounts of commercially  approved,  unintended GENE(S) are
allowed in  commercial  lots of seed to the extent  permitted  under  applicable
laws. It is D&PL'S  responsibility  to define  acceptable  adventitious  amounts
based on knowledge of the industry and compliance with applicable laws, and D&PL
shall notify  SYNGENTA of its  determinations  form time to time and on request.
"Commercially approved" means accepted by all applicable government agencies for
sale in the applicable country.

     (c) Breeder or pre-breeder seed lots will be tested for  non-approved  GENE
at a 0.1%  threshold at a 95%  confidence  level.  History and  knowledge of the
presence of potential  non-approved  genes in D&PL'S  research  program and seed
production   fields  will  determine  which  seed  lots  are  tested  for  which
non-approved  GENES. The testing program and breeding history will be documented
by D&PL. Seed lots testing positive for a non-approved GENE will not be sold and
SYNGENTA  will  be  notified  in  writing.   If  the  non-approved   GENE  is  a
SYNGENTA-produced  gene, the identity of the GENE and the event will be included
in the  notification.  "Non-approved"  means  not  accepted  by  all  applicable
government agencies for sale in the applicable country.

     (d) D&PL  shall  maintain  all  testing  records  for each lot of  LICENSED
COMMERCIAL SEED for three years after sale of such LICENSED COMMERCIAL SEED. All
test results, inspection records, and other quality assurance or quality control
documentation  shall be  reasonably  available  to  SYNGENTA  upon  request  and
SYNGENTA shall have a right to audit D&PL'S quality  control program and to take
and test  subsamples  from the samples  retained by D&PL.  Such  inspections and
evaluations  shall  be  conducted  on a  confidential  basis  by an  independent
third-party  inspector  selected  by  SYNGENTA  and  acceptable  by D&PL,  which
inspector  shall  report to  SYNGENTA  and D&PL only  whether  or not D&PL is in
compliance with the SEED PURITY STANDARD and, if D&PL is not in compliance,  the
areas of non-compliance  without otherwise disclosing to SYNGENTA D&PL's methods
and  procedures.  Any such  tests and  inspections  shall be  subject  to D&PL'S
obligations  to  owners/licensors  of  NON-SYNGENTA  GENE(S)  contained  in such
LICENSED COMMERCIAL SEED.

     (e) All costs associated with the seed purity verification program shall be
borne by D&PL,  except for costs of any  testing  conducted  by  SYNGENTA  under
Section E.1(a) or audits conducted by SYNGENTA under Sections E.1(d) or E.2(c).

Section E.2.      PROCEDURE FOR ARCHIVING/STORAGE OF SAMPLES OF SEED LOTS

     (a) Purpose. This protocol focuses on the collection, storage, and security
of file samples representing processed lots of LICENSED COMMERCIAL SEED. Storage
of said samples is to satisfy applicable legal requirements, for the development
of historical data, and for confirmation and evaluation in the event of customer
inquiries  and legal  claims and to confirm  SYNGENTA'S  and D&PL'S legal rights
and/or obligations under the LICENSE AGREEMENT.

     (b)  Responsibility

     (1) D&PL'S Quality Assurance Department will obtain a representative sample
from every finished seed lot during the conditioning process. The sample will be
taken by the  automatic  sampling  device at the  bagging  station (or probed by
hand, whichever is appropriate) and divided into representative  portions as per
the  Association of Official Seed Analysts Rules for Testing Seeds.  The portion
for storage will weigh approximately 1.5 pounds.

     (2) These  samples will be labeled with lot number,  variety,  class,  year
grown,  date,  and  number of bag per lot,  then  immediately  sealed in a 4-mil
linear low density polyethylene bag that is laminated with saran-coated 48 gauge
polyester or comparable container, to provide a good moisture barrier.

     (3) In order to preserve  seed  quality,  samples  will be stored in either
air-conditioned  storage,  or in dry, arid  environments so that seed quality is
reasonably preserved for testing purposes.

     (4) Access to these samples will be restricted to  individuals  approved by
D&PL and will be kept in a physically secure location.

     (5) In order to  safeguard  samples  from  natural and other  disasters,  a
portion of every retained sample may be kept in another location.

     (6) These  samples will be stored for a period of three (3) years after the
last sale of seed from the lot. If, prior to expiration  of this period,  claims
or other legal  proceedings  have been commended which involve the specific lot,
the sample will be retained until a matter is finally concluded.

     (c)  SYNGENTA  shall have the right to  appoint a  qualified  third  party,
reasonably acceptable to D&PL, to conduct a confidential audit of D&PL'S quality
assurance  activities  to assure  trait  purity is  maintained.  The third party
auditor may not disclose  D&PL'S methods for quality  assurance but shall report
to SYNGENTA  whether D&PL is in compliance with the requirements of this Exhibit
E and how they are not in compliance.

<PAGE>


                                    EXHIBIT F

                      PRICING REGIONS IN THE UNITED STATES
                      ------------------------------------

Region             States                     Counties
------             ------                     --------

A                  Missouri                 All Counties

                   Tennessee                Benton                 Houston
                                            Carroll                Humphreys
                                            Chester                Lake
                                            Crockett               Lauderdale
                                            Decatur                Madison
                                            Dyer                   McNary
                                            Fayette                Obion
                                            Gibson                 Perry
                                            Hardeman               Shelby
                                            Hardin                 Stewart
                                            Haywood                Tipton
                                            Henderson              Weakley
                                            Henry

                   Northern Arkansas        Baxter                 Lawrence
                                            Benton                 Logan
                                            Boone                  Madison
                                            Carroll                Marion
                                            Clay                   Mississippi
                                            Cleburne               Newton
                                            Conway                 Poinsett
                                            Craighead              Pope
                                            Crawford               Randolph
                                            Crittenden             Saint Francis
                                            Cross                  Searcy
                                            Faulkner               Sebastian
                                            Franklin               Sharp
                                            Fulton                 Stone
                                            Greene                 Van Buren
                                            Independence           Washington
                                            Izard                  White
                                            Jackson                Woodruff
                                            Johnson

B                  Georgia                  All Counties Except:
                                            Bartow                 Haralson
                                            Catoosa                Murray
                                            Chattooga              Paulding
                                            Dade                   Polk
                                            Floyd                  Walker
                   s                        Gordon                 Whitfield

                   Florida                  All Counties

                   Southern Alabama         Autauga                Geneva
                                            Baldwin                Greene
                                            Barbour                Hale
                                            Bibb                   Henry
                                            Bullock                Houston
                                            Butler                 Lee
                                            Chambers               Lowndes
                                            Chilton                Macon
                                            Choctaw                Marengo
                                            Clarke                 Mobile
                                            Coffee                 Monroe
                                            Conecuh                Montgomery
                                            Coosa                  Perry
                                            Covington              Pike
                                            Crenshaw               Russell
                                            Dale                   Sumter
                                            Dallas                 Tallapoosa
                                            Elmore                 Washington
                                            Escambia               Wilcox

C                  Mississippi              All Counties

                   Louisiana                All Parishes

                   Southern Arkansas        Arkansas               Lincoln
                                            Ashley                 Little River
                                            Bradley                Lonoke
                                            Calhoun                Miller
                                            Central                Monroe
                                            Chicot                 Montgomery
                                            Clark                  Nevada
                                            Cleveland              Ouachita
                                            Dallas                 Perry
                                            Desha                  Phillips
                                            Drew                   Pike
                                            Garland                Polk
                                            Grant                  Prairie
                                            Hempstead              Pulaski
                                            Hot Spring             Saline
                                            Howard                 Scott
                                            Jefferson              Sevier
                                            Lafayette              Union
                                            Lee                    Yell

                   East Texas               Bowie                  Newton
                                            Cass                   Panola
                                            Harrison               Sabine
                                            Marion                 Shelby

D                  East Texas               Anderson               Karnes
                                            Angelina               Kaufman
                                            Aransas                Kendall
                                            Atascosa               Kenedy
                                            Austin                 Kerr
                                            Bandera                Kimble
                                            Bastrop                Kinney
                                            Bee                    Kleberg
                                            Bell                   Lamar
                                            Bexar                  Lampasas
                                            Blanco                 La Salle
                                            Bosque                 Lavaca
                                            Brazoria               Lee
                                            Brazos                 Leon
                                            Brooks                 Liberty
                                            Burleson               Limestone
                                            Burnet                 Live Oak
                                            Caldwell               McLennan
                                            Calhoun                McMullen
                                            Cameron                Madison
                                            Camp                   Mason
                                            Chambers               Matagorda
                                            Cherokee               Maverick
                                            Clay                   Medina
                                            Collin                 Menard
                                            Colorado               Milam
                                            Comal                  Montague
                                            Cooke                  Montgomery
                                            Coryell                Morris
                                            Dallas                 Nacogdoches
                                            Delta                  Navarro
                                            Denton                 Nueces
                                            De Witt                Orange
                                            Dimmit                 Palo Pinto
                                            Duval                  Parker
                                            Edwards                Polk
                                            Ellis                  Rains
                                            Erath                  Real
                                            Falls                  Red River
                                            Fannin                 Refugio
                                            Fayette                Robertson
                                            Fort Bend              Rockwall
                                            Franklin               Rusk
                                            Freestone              San Augustine
                                            Frio                   San Jacinto
                                            Galveston              San Patricio
                                            Gillespie              Smith
                                            Goliad                 Somervell
                                            Gonzales               Starr
                                            Grayson                Tarrant
                                            Gregg                  Titus
                                            Grimes                 Travis
                                            Guadalupe              Trinity
                                            Hamilton               Tyler
                                            Hardin                 Upshur
                                            Harris                 Uvalde
                                            Hays                   Val Verde
                                            Henderson              Van Zandt
                                            Hidalgo                Victoria
                                            Hill                   Walker
                                            Hood                   Waller
                                            Hopkins                Washington
                                            Houston                Webb
                                            Hunt                   Wharton
                                            Jack                   Willacy
                                            Jackson                Williamson
                                            Jasper                 Wilson
                                            Jefferson              Wise
                                            Jim Hogg               Wood
                                            Jim Wells              Zapata
                                            Johnson                Zavala

E                  Oklahoma                 All Counties

                   New Mexico               All Counties

                   West Texas               Andrews                Jones
                                            Archer                 Kent
                                            Armstrong              King
                                            Bailey                 Knox
                                            Baylor                 Lamb
                                            Borden                 Lipscomb
                                            Brewster               Llano
                                            Briscoe                Loving
                                            Brown                  Lubbock
                                            Callahan               Lynn
                                            Carson                 McCulloch
                                            Castro                 Martin
                                            Childress              Midland
                                            Cochran                Mills
                                            Coke                   Mitchell
                                            Coleman                Moore
                                            Collingsworth          Motley
                                            Comanche               Nolan
                                            Concho                 Ochiltree
                                            Cottle                 Oldham
                                            Crane                  Parmer
                                            Crockett               Pecos
                                            Crosby                 Potter
                                            Culberson              Presidio
                                            Dallam                 Randall
                                            Dawson                 Reagan
                                            Deaf Smith             Reeves
                                            Dickens                Roberts
                                            Donley                 Runnels
                                            Eastland               San Saba
                                            Ector                  Schleicher
                                            El Paso                Scurry
                                            Fisher                 Shackelford
                                            Floyd                  Sherman
                                            Foard                  Stephens
                                            Gaines                 Sterling
                                            Garza                  Stonewall
                                            Glasscock              Sutton
                                            Gray                   Swisher
                                            Hale                   Taylor
                                            Hall                   Terrell
                                            Hansford               Terry
                                            Hardeman               Throckmorton
                                            Hartley                Tom Green
                                            Haskell                Upton
                                            Hemphill               Ward
                                            Hockley                Wheeler
                                            Howard                 Wichita
                                            Hudspeth               Wilbarger
                                            Hutchinson             Winkler
                                            Irion                  Yoakum
                                            Jeff Davis             Young

F                  Arizona                  All Counties

                   California               Imperial               San Diego
                                            Riverside              San Bernadino

G                  Northern Alabama         Blount                 Lawrence
                                            Calhoun                Limestone
                                            Cherokee               Madison
                                            Clay                   Marion
                                            Cleburne               Marshall
                                            Colbert                Morgan
                                            Cullman                Pickens
                                            De Kalb                Randolph
                                            Etowah                 Saint Clair
                                            Fayette                Shelby
                                            Franklin               Talladega
                                            Jackson                Tuscaloosa
                                            Jefferson              Walker
                                            Lamar                  Winston
                                            Lauderdale

                   Northwest Georgia        Bartow                 Haralson
                                            Catoosa                Murray
                                            Chattooga              Paulding
                                            Dade                   Polk
                                            Floyd                  Walker
                                            Gordon                 Whitfield

                  Middle Tennessee          Bedford                Lawrence
                                            Coffee                 Lincoln
                                            Franklin               Moore
                                            Giles                  Wayne

H                  San Joaquin/
                   Sacramento Valley
                   California               All Counties Except:
                                            Imperial               San Diego
                                            Riverside              San Bernadino

I                  Virginia                 All Counties

                   North Carolina           All Counties

                   South Carolina           All Counties


<PAGE>


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

                                    EXHIBIT G

                                      *****




<PAGE>


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

                                      *****


<PAGE>


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

                                      *****

<PAGE>


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

                                    EXHIBIT J

                                      *****

<PAGE>


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

                                    EXHIBIT K

                                      *****

<PAGE>


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

                                    EXHIBIT L

                                      *****
<PAGE>


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

                                    EXHIBIT M

                                      *****