SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-K

  X  Annual Report  Pursuant to Section 13 or 15(d) of the  Securities  Exchange
---- Act of 1934 for the fiscal year ended August 31, 2001

     Transition  Report  Pursuant  to  Section  13 or  15(d)  of the  Securities
---- Exchange Act of 1934


Commission File Number:    000-21788


                           DELTA AND PINE LAND COMPANY
             (Exact name of registrant as specified in its charter)

    Delaware                                                     62-1040440
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

One Cotton Row, Scott, Mississippi                                      38772
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code:  (662) 742-4000

           Securities registered pursuant to Section 12(b) of the Act:

                                                          Name of each exchange
Title of each class                                        on which registered
-------------------                                        -------------------
Common Stock,  $0.10 par value                     New York Stock Exchange, Inc.

           Securities registered pursuant to Section 12(g) of the Act:

                                      None

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                       Yes   X                 No
                           -----                  -----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The  aggregate  market  value of  Common  Stock  held by  non-affiliates  of the
Registrant, based upon the closing sale price of the Common Stock on October 31,
2001 as reported on the New York Stock Exchange, was approximately $630,753,000.
Shares of Common  Stock held by each officer and director and by each person who
owns 5% or more of the outstanding  Common Stock have been excluded in that such
persons may be deemed to be affiliates.  This  determination of affiliate status
is not necessarily a conclusive determination for other purposes.

As of October 31, 2001,  Registrant had 38,346,867  outstanding shares of Common
Stock.
<PAGE>

                                     PART I

ITEM 1.         BUSINESS

Domestic

Delta and Pine Land Company, a Delaware corporation, and subsidiaries ("D&PL" or
the "Company") is primarily  engaged in the breeding,  production,  conditioning
and  marketing of  proprietary  varieties of cotton  planting seed in the United
States  and  other  cotton  producing  nations.  D&PL  also  breeds,   produces,
conditions and distributes soybean planting seed in the United States.

Since 1915, D&PL has bred,  produced and/or marketed upland picker  varieties of
cotton planting seed for cotton varieties that are grown primarily east of Texas
and in Arizona.  The Company has used its  extensive  classical  plant  breeding
programs to develop a gene pool  necessary for producing  cotton  varieties with
improved  agronomic  traits  important  to farmers,  such as crop yield,  and to
textile manufacturers, such as enhanced fiber characteristics.

In 1980,  D&PL added soybean seed to its product line. In 1996,  D&PL  commenced
commercial  sales in the  United  States  of  cotton  planting  seed  containing
Bollgard(R) gene technology  licensed from Monsanto Company  ("Monsanto")  which
expresses a protein toxic to certain lepidopteran cotton pests. Since 1997, D&PL
has marketed in the U.S. cotton planting seed that contains a gene that provides
tolerance to glyphosate-based  herbicides ("Roundup Ready(R) Cotton").  In 1997,
D&PL  commenced  commercial  sales in the U.S.  of  soybean  planting  seed that
contains a gene that provides tolerance to glyphosate-based herbicides ("Roundup
Ready  Soybeans").  In 1998,  D&PL  commenced  sales of  cottonseed of varieties
containing both the Bollgard and Roundup Ready genes.

International

During the 1980's, as a component of its long-term growth strategy,  the Company
began to market its  products,  primarily  cottonseed,  internationally.  Over a
period of years,  the Company has  strengthened  and expanded its  international
staff  in order to  support  its  expanding  international  business,  primarily
through joint ventures.  In foreign  countries,  cotton acreage is often planted
with  farmer-saved  seed which has not been  delinted  or treated  and is of low
overall quality.  Management believes that D&PL has an attractive opportunity to
penetrate  foreign  markets  because of its widely  adaptable,  superior  cotton
varieties,  technological  know-how in producing and  conditioning  high-quality
seed and its brand name recognition. Furthermore, in many countries the Bollgard
gene  technology  and Roundup  Ready gene  technology  licensed from Monsanto is
effective and could bring value to farmers.

D&PL sells its  products in foreign  countries  through (i) export  sales,  (ii)
direct  in-country  operations  through  either  joint  ventures or wholly owned
subsidiaries and to a lesser degree (iii) distributors or licensees.  The method
varies and evolves,  depending  upon the  Company's  assessment of the potential
size and profitability of the market, governmental policies, currency and credit
risks,  sophistication of the target country's  agricultural  economy, and costs
(as  compared  to risks)  of  commencing  physical  operations  in a  particular
country. Prior to 1999, a majority of the Company's international sales resulted
from  exports  from  the U.S.  of the  Company's  products  rather  than  direct
in-country  operations.  In 2001, the majority of international  sales came from
joint ventures and export sales (primarily  China,  Greece,  Brazil,  Australia,
Mexico, and Spain). In 2000, the majority of international sales came from joint
ventures  and  export  sales  (primarily  China,  Australia,  Greece,  and South
Africa).  In 1999,  direct  in-country  operations  through  joint  ventures  or
subsidiaries (primarily Argentina,  Australia,  Brazil, China, and South Africa)
comprised  over  one-half  of  total   international   sales  which  represented
approximately 10% of consolidated sales.

See Note 10 of the  Notes to  Consolidated  Financial  Statements  in Item 8 for
further details about business segments.

Joint Ventures

D&M  International,  LLC, is a venture formed in March,  1995 through which D&PL
(the managing  member) and Monsanto plan to introduce,  in  combination,  cotton
planting  seed  in  international   markets   combining  D&PL's  acid  delinting
technology and elite  germplasm and  Monsanto's  Bollgard and Roundup Ready gene
technologies.

In November 1995,  D&M  International,  LLC formed a subsidiary,  D&PL China Pte
Ltd.  ("D&PL  China") and in November  1996,  D&PL China  formed with parties in
Hebei  Province,  one of the major  cotton  producing  regions  in the  People's
Republic of China, Hebei Ji Dai Cottonseed Technology Company Ltd. ("Ji Dai"), a
joint  venture  controlled  by  D&PL  China.  In  June  1997,  Ji Dai  commenced
construction of a cottonseed  conditioning and storage facility in Shijiazhuang,
Hebei,  China,  pursuant to the terms of the joint  venture  agreement.  The new
facility was completed in December 1997 and seed processing and sales of seed of
a D&PL cotton variety containing  Monsanto's  Bollgard  technology  commenced in
1998.

In December 1997,  D&M  International,  LLC,  formed a joint venture with Ciagro
S.R.L.  ("Ciagro"), a distributor of agricultural inputs in the Argentine cotton
region,  for the  production and sale of genetically  improved  cottonseed.  CDM
Mandiyu S.R.L., is owned 60% by D&M  International,  LLC, and 40% by Ciagro. CDM
Mandiyu  S.R.L.  has been  licensed  to sell D&PL  cotton  varieties  containing
Monsanto's Bollgard gene technology.  Sales of such varieties commenced in 1999.
Future  plans  include  the  production  and sale of  Roundup  Ready  cottonseed
varieties, which received government approval in 2001.

In July 1998,  D&PL China and the Anhui  Provincial  Seed  Corporation  formed a
joint  venture,  Anhui An Dai Cotton Seed  Technology  Company,  Ltd. ("An Dai")
which is  located  in Hefei  City,  Anhui,  China.  Under the terms of the joint
venture agreement, the newly formed entity will produce, condition and sell acid
delinted D&PL varieties of cottonseed  which contain  Monsanto's  Bollgard gene.
Commercial  sales  of  D&PL  cotton  varieties   containing  the  Bollgard  gene
technology began in 2000.

In November 1998, D&M International LLC and Maeda  Administracao e Participacoes
Ltda, an affiliate of Agropem - Agro Pecuria Maeda S.A.,  formed a joint venture
in Minas Gerais,  Brazil. The new company,  MDM Maeda Deltapine Monsanto Algodao
Ltda.  ("MDM"),  produces,  conditions and sells acid-delinted D&PL varieties of
cotton  planting  seed. In 2000,  the Company  began  selling D&PL  conventional
cotton  varieties  and first  year sales  accounted  for more than 20% of cotton
acreage planted in Brazil. MDM will introduce  transgenic  cottonseed  varieties
containing  both Bollgard and Roundup Ready gene  technologies  in the Brazilian
market as soon as government approvals are obtained.

In October 2001, the Company  announced  that it had recently  signed Letters of
Intent with two parties in China to form two new joint ventures there,  one each
in Hubei and  Henan  provinces.  These two new  potential  markets  contain  1.2
million acres which is almost 1.5 times the size of the combined Hebei and Anhui
markets.

Subsidiaries

The Company's operations in Groblersdal,  South Africa and Catamarca,  Argentina
process foundation seed grown in these countries. The use of Southern Hemisphere
winter  nurseries and seed production  programs such as these can accelerate the
introduction of new varieties because D&PL can raise at least two crops per year
by taking  advantage  of the Southern  Hemisphere  growing  season.  The Company
maintains a winter nursery in Canas,  Costa Rica and has completed  construction
of a delinting  plant there to process  foundation seed for export to the United
States.  Multiple  winter nursery  locations are used to manage seed  production
risks.

Deltapine  Australia  Pty. Ltd., a wholly owned  Australian  subsidiary of D&PL,
conducts  breeding,  production,  conditioning  and marketing of cotton planting
seed in Australia.  Certain varieties developed in Australia are well adapted to
other Southern  Hemisphere cotton producing  countries and Australian  developed
varieties  are  exported  to  these  areas.  The  Company  sells  seed  of  both
conventional  and transgenic  varieties in Australia.  The Company,  through its
Australian  operations,  is identifying smaller potential export markets for the
Company's products throughout  Southeast Asia. The adaptability of the Company's
germplasm must be evaluated in the target markets before such sales can be made.

Employees

As of October 31, 2001, the Company  employed a total of 538 full time employees
worldwide  excluding an estimated  150 employees of joint  ventures.  Due to the
nature of the business, the Company utilizes seasonal employees in its delinting
plants and its research and  foundation  seed  programs.  The maximum  number of
seasonal employees approximates 300 and typically occurs in October and November
of each year. The Company considers its employee relations to be good.

Biotechnology

Insect Resistance for Cotton

Collaborative  biotechnology  licensing  agreements,  which were  executed  with
Monsanto in 1992 and  subsequently  revised in 1993 and amended and  restated in
1996 and further amended in December 1999, provide for the  commercialization of
Monsanto's Bollgard ("Bacillus thuringiensis" or "Bt") gene technology in D&PL's
varieties in the United States.  The selected Bt is a bacterium  found naturally
in soil  and  produces  proteins  toxic  to  certain  lepidopteran  larvae,  the
principal  cotton  pests  in many  cotton  growing  areas.  Monsanto  created  a
transgenic  cotton plant by inserting  Bt genes into cotton plant  tissue.  This
transgenic  plant tissue is lethal to certain  lepidopteran  larvae that consume
it. The gene and related  technology  were  patented or licensed  from others by
Monsanto  and were  licensed to D&PL for use under the trade name  Bollgard.  In
D&PL's  primary  markets,  the  cost  of  insecticides  is  the  largest  single
expenditure  for many  cotton  growers.  The insect  resistant  capabilities  of
transgenic  cotton  containing  the  Bollgard  gene may  reduce  the  amount  of
insecticide  required  to be  applied  by cotton  growers  using  planting  seed
containing the Bollgard  gene. In October 1995, the United States  Environmental
Protection  Agency ("EPA")  completed its initial  registration  of the Bollgard
gene  technology,  thus clearing the way for commercial sales of seed containing
the  Bollgard  gene.  In 1996,  D&PL sold  commercially  for the first  time two
Deltapine  varieties,  which contained the Bollgard gene, in accordance with the
terms of the Bollgard Gene License and Seed Services  Agreement  (the  "Bollgard
Agreement") between the Company and Monsanto.  This initial EPA registration had
been set to expire on January 1, 2001 but was updated to expire January 1, 2002.
In September  2001,  the EPA renewed the  registration  for an  additional  five
years,  at  which  time  the  EPA  will,  among  other  things,  reevaluate  the
effectiveness  of the insect  resistance  management  plan and decide whether to
convert the registration to a non-expiring (and/or unconditional) registration.

Pursuant to the terms of the Bollgard Agreement,  farmers must buy a limited use
sublicense for the technology from D&M Partners, a partnership of D&PL (90%) and
Monsanto  (10%),  in  order  to  purchase  seed  containing  the  Bollgard  gene
technology.  D&M Partners  contracts the billing and  collection  activities for
Bollgard and Roundup Ready licensing fees to Monsanto.  The  distributor/dealers
who coordinate the farmer  licensing  process  receive a service  payment not to
exceed  20%  of  the  technology   sublicensing   fee.  After  the  dealers  and
distributors are compensated,  D&M Partners pays Monsanto a royalty equal to 71%
of the net sublicense fee (technology  sublicensing fees less distributor/dealer
payments)  and D&PL retains 29% for its  services.  The  expiration  date of the
Bollgard  Agreement  is  determined  by the last to expire of the patent  rights
licensed under that agreement.  Unless sooner  terminated by the Company,  as is
permitted after October 11, 2008, the expiration date of the Bollgard  Agreement
based on the last to expire of the patents currently licensed thereunder will be
September 28, 2016.

Pursuant to the Bollgard  Agreement,  Monsanto  must defend and  indemnify  D&PL
against claims of patent infringement,  including all damages awarded or amounts
paid in  settlements.  Monsanto  must also  indemnify  D&PL  against a) costs of
inventory and b) lost profits on inventory which becomes  unsaleable  because of
patent  infringement  claims.  Monsanto  must  defend  any  claims of failure of
performance of a Bollgard gene.  Monsanto and D&PL share the cost of any product
performance claims in proportion to each party's share of the royalty. Indemnity
from Monsanto only covers performance claims involving failure of performance of
the Bollgard gene and not claims arising from other causes.

Herbicide Tolerance for Cotton

In February  1996,  the Company and  Monsanto  executed  the Roundup  Ready Gene
License and Seed  Services  Agreement  (the  "Roundup  Ready  Agreement")  which
provides for the commercialization of Roundup Ready cottonseed.  Pursuant to the
collaborative biotechnology licensing agreements executed in 1996 and amended in
December 1999,  D&PL has also  developed  transgenic  cotton  varieties that are
tolerant to Roundup,  a  glyphosate-based  herbicide sold by Monsanto.  In 1996,
such Roundup Ready plants were approved by the Food and Drug Administration, the
USDA,  and the EPA.  The Roundup  Ready  Agreement  grants a license to D&PL and
certain of its affiliates  the right in the United States to sell  cottonseed of
D&PL's varieties that contain  Monsanto's  Roundup Ready gene. The Roundup Ready
gene makes cotton plants tolerant to contact with Roundup herbicide.  Similar to
the Bollgard Agreement, farmers must execute limited use sublicenses in order to
purchase seed  containing the Roundup Ready Gene. The  distributors/dealers  who
coordinate  the farmer  licensing  process  receive a portion of the  technology
sublicensing  fee.  D&PL's  portion of the Roundup Ready  technology  fee varies
depending on the  technology fee per acre  established by Monsanto.  In 2000 and
2001,  D&M  Partners  paid  Monsanto  approximately  70%  of the  Roundup  Ready
technology  fees and D&PL retained the remaining 30%. The expiration date of the
Roundup Ready Agreement is determined by the last to expire of the patent rights
licensed under that agreement.  Unless sooner  terminated by the Company,  as is
permitted  after  October 11, 2008,  the  expiration  date of the Roundup  Ready
Agreement  based  on the  last  to  expire  of the  patents  currently  licensed
thereunder will be May 27, 2014.

Pursuant to the Roundup Ready Agreement, Monsanto must defend and indemnify D&PL
against claims of patent infringement,  including all damages awarded or amounts
paid in  settlements.  Monsanto  will also  indemnify  D&PL  against the cost of
inventory that becomes  unsaleable  because of patent  infringement  claims, but
Monsanto  is not  required  to  indemnify  D&PL  against  lost  profits  on such
unsaleable  seed.  In contrast  with the Bollgard Gene License where the cost of
gene  performance  claims  will be  shared  in  proportion  to the  division  of
sublicense  revenue,  Monsanto  must  defend  and must bear the full cost of any
claims of failure of performance of the Roundup Ready Gene. In both  agreements,
generally,  D&PL  is  responsible  for  varietal/seed  performance  issues,  and
Monsanto is responsible for failure of the genes.

Herbicide Tolerance for Soybeans

In February  1997,  the Company and Monsanto  executed the Roundup Ready Soybean
License Agreement (the "Roundup Ready Soybean Agreement") which provides for the
commercialization of Roundup Ready soybean seed. D&PL and Monsanto  renegotiated
the  terms of sale of  Roundup  Ready  Soybeans  for 2001 and  future  years and
executed a new agreement in September 2001.

Since  1987,  D&PL has  conducted  research to develop  soybean  plants that are
tolerant to certain  DuPont ALS(R)  herbicides.  Such plants  enable  farmers to
apply these  herbicides  for weed control  without  significantly  affecting the
agronomics  of the  soybean  plants.  Since  soybean  seed  containing  the  ALS
herbicide-tolerant trait was not genetically engineered,  sale of this seed does
not require  government  approval,  although the herbicide to which they express
tolerance must be EPA approved.

Transformation, Enabling and Other Technologies

On July 27, 1999,  United States  Patent No.  5,929,300,  entitled  POLLEN BASED
TRANSFORMATION  SYSTEM  USING SOLID  MEDIA,  was issued to the United  States of
America as  represented  by the  Secretary of  Agriculture  (USDA).  This patent
covers transformation of plants. D&PL and the USDA executed on December 18, 2000
a  commercialization  agreement,  providing D&PL exclusive rights to market this
technology, subject to certain rights reserved to the USDA.

In March 1998,  D&PL was granted  United States Patent No.  5,723,765,  entitled
CONTROL OF PLANT GENE  EXPRESSION.  This patent is owned jointly by D&PL and the
United States of America,  as represented by the Secretary of  Agriculture.  The
patent  broadly  covers  all  species of plants and seed,  both  transgenic  and
conventional,  for a system  designed to allow control of progeny seed viability
without harming the crop. One application of the technology  could be to control
unauthorized  planting of seed of proprietary varieties (sometimes called "brown
bagging") by making such a practice  non-economic  since unauthorized saved seed
will not germinate,  and, therefore,  would be useless for planting.  The patent
has the prospect of opening  significant  worldwide  seed markets to the sale of
transgenic  technology in varietal  crops in which crop seed  currently is saved
and used in subsequent  seasons as planting  seed.  D&PL and the USDA executed a
commercialization  agreement on July 6, 2001 for this  technology.  D&PL intends
licensing of this technology to be widely available to other seed companies.

The patents  were  developed  from a research  program  conducted  pursuant to a
Cooperative  Research  and  Development  Agreement  between  D&PL  and the  U.S.
Department  of  Agriculture's  Agricultural  Research  Service  ("USDA-ARS")  in
Lubbock,  Texas. The technologies  resulted from basic research and will require
further development, currently underway, in order to be used in commercial seed.
The Company  estimates  that it will be several years before these  technologies
could be available commercially.

The Company  also has  exclusive  rights to market to third  parties a method of
plant  transformation  that  was  developed  by the  USDA-ARS  under a  research
contract  (funded by D&PL).  This patent and the  marketing  rights apply to all
plant  species  on  which  the  method  of  transformation  is  effective.  This
transformation  method uses  techniques  and plant parts that are not covered by
currently  issued plant  transformation  U.S.  patents  held by others.  It is a
method  which  should be more  efficient  and  effective  than many other  plant
transformation techniques currently available.

Other

The  Company  has  licensing,  research  and  development,  confidentiality  and
material  transfer  agreements  with providers of technology that the Company is
evaluating  for  potential  commercial  applications  and/or  introduction.  The
Company also contracts  with third parties to perform  research on the Company's
behalf for  enabling  and other  technologies  that the  Company  believes  have
potential commercial applications in varietal crops around the world.

Commercial Seed

In 2001, the Company had available for sale 95 varieties as cotton planting seed
for either commercial or experimental purposes. Of those varieties, 11 contained
the Bollgard gene technology, 22 contained the Roundup Ready gene technology, 18
contained both gene technologies, and 44 were conventional varieties.

Seed of all commercial plant species is either varietal or hybrid. D&PL's cotton
and soybean seed are  varietals.  Varietal  plants can be  reproduced  from seed
produced by a parent  plant,  with the offspring  exhibiting  only minor genetic
variations.  The Plant  Variety  Protection  Act of 1970, as amended in 1994, in
essence prohibits,  with limited  exceptions,  purchasers of varieties protected
under the amended Act from selling seed harvested from these  varieties  without
permission  of the plant  variety  protection  certificate  owner.  Some foreign
countries provide similar legal protection for breeders of crop varieties.

Although  cotton is varietal  and,  therefore,  can be grown from seed of parent
plants saved by the growers,  most farmers in D&PL's  primary  domestic  markets
purchase seed from commercial  sources each season because  cottonseed  requires
delinting  prior to seed  treatment  with  chemicals  and in order to be sown by
modern planting  equipment.  Delinting and  conditioning may be done either by a
seed company on its  proprietary  seed or by independent  delinters for farmers.
Modern  cotton  farmers in upland picker areas  generally  recognize the greater
assurance of genetic purity,  quality and convenience that professionally  grown
and conditioned seed offers compared to seed they might save. Additionally, U.S.
patent laws make unlawful any unauthorized  planting of seed containing patented
genetic technology saved from prior crops.

The Company farms approximately 2,500 acres in the U.S.,  primarily for research
purposes and for production of cotton and soybean  foundation  seed. The Company
has annual  agreements  with  various  growers  to  produce  seed for cotton and
soybeans.  The growers plant parent seed  purchased  from the Company and follow
quality assurance procedures required for seed production. If the grower adheres
to established Company quality assurance standards throughout the growing season
and if the seed  meets  Company  standards  upon  harvest,  the  Company  may be
obligated to purchase specified minimum quantities of seed, usually in its first
and second fiscal quarters, at prices equal to the commodity market price of the
seed plus a grower premium. The Company then conditions the seed for sale.

The  majority of the  Company's  sales are made from early in the second  fiscal
quarter  through the beginning of the fourth fiscal  quarter.  Varying  climatic
conditions can change the quarter in which seed is delivered,  thereby  shifting
sales and the  Company's  earnings  between  quarters.  Thus,  seed  production,
distribution  and sales are seasonal and interim results will not necessarily be
indicative of the Company's results for a fiscal year.

Revenues from domestic seed sales are recognized when seed is shipped.  Revenues
from Bollgard and Roundup Ready  licensing fees are recognized  when the seed is
shipped.  The  licensing  fees  charged to farmers are based on  pre-established
planting rates for eight  geographic  regions and considers the estimated number
of seed  contained in each bag which may vary by variety,  location  grown,  and
other factors.

International  export  revenues  are  recognized  upon the later of when seed is
shipped or the date letters of credit are  confirmed.  Generally,  international
export sales are not subject to return.  All other  international  revenues from
the sale of planting seed, less estimated  reserves for returns,  are recognized
when the seed is shipped.

Domestically,  the  Company  promotes  its cotton and soybean  seed  directly to
farmers  and  sells  its  seed  through  distributors  and  dealers.  All of the
Company's  domestic  seed  products   (including   Bollgard  and  Roundup  Ready
technologies) are subject to return or credit, which vary from year to year. The
annual level of returns and,  ultimately,  net sales are  influenced  by various
factors,  principally  commodity prices and weather conditions  occurring in the
spring  planting  season during the  Company's  third and fourth  quarters.  The
Company  provides for  estimated  returns as sales occur.  To the extent  actual
returns differ from estimates,  adjustments to the Company's  operating  results
are recorded  when such  differences  become  known,  typically in the Company's
fourth  quarter.  All  significant  returns occur or are accounted for by fiscal
year end.

Euro Currency Conversion

On January 1, 1999,  the euro became the common  legal  currency of 11 of the 15
member  countries  of the  European  Union.  On  that  date,  the  participating
countries fixed  conversion  rates between their sovereign  currencies  ("legacy
currencies")  and the euro.  On  January  4,  1999,  the euro  began  trading on
currency  exchanges and became available for non-cash  transactions.  The legacy
currencies will remain legal tender through December 31, 2001. Beginning January
2, 2002,  euro-denominated  bills and coins will be  introduced,  and by July 1,
2002,  legacy  currencies will no longer be legal tender.  To date, D&PL has not
been  affected  by the  euro  currency  conversion,  nor  does it  expect  to be
adversely  affected  by  these  changes  due to  the  nature  of  the  Company's
activities  there.  For the  foreseeable  future,  the Company does not expect a
material amount of its transactions to be denominated in the euro.

Outlook

From time to time, the Company may make  forward-looking  statements relating to
such matters as anticipated financial performance,  existing products, technical
developments,  new products,  research and  development  activities  and similar
matters.  The Private  Securities  Litigation Reform Act of 1995 provides a safe
harbor for forward-looking  statements. In order to comply with the terms of the
safe  harbor,  the  Company  notes  that a variety of  factors  could  cause the
Company's   actual  results  and  experience  to  differ   materially  from  the
anticipated   results  or  other   expectations   expressed  in  the   Company's
forward-looking  statements.  The risks and  uncertainties  that may  affect the
operations,  performance,  development  and  results of the  Company's  business
include those noted elsewhere in this Item and in "Risks and  Uncertainties"  in
Item 7.

ITEM 2.   PROPERTIES

D&PL maintains facilities primarily used for research, delinting,  conditioning,
storage and distribution.  The Company's world headquarters is located in Scott,
Mississippi.  This location is used for corporate  offices,  quality  assurance,
research and  development,  sales and  marketing,  seed  production,  and cotton
planting seed delinting, conditioning and storage.

The  Company's  other  owned  cottonseed  delinting,  conditioning  and  storage
facilities in the United States are in: Eloy, Arizona; Hollandale,  Mississippi;
Tunica,  Mississippi;  and Aiken,  Texas. The Company owns a soybean  processing
plant in  Harrisburg,  Arkansas.  The  Company  also owns  cottonseed  delinting
facilities in Narromine, New South Wales, Australia;  Groblersdal, South Africa;
Canas, Costa Rica; Shijiazhuang, Hebei, China (through a Chinese joint venture);
and Saenz Pena, Chaco, Argentina (through an Argentine joint venture).

The Company's plant breeders  conduct research at eight facilities in the United
States,  six of which are owned by the Company and two of which are leased.  The
Company  also  owns  a  research  facility  in  Australia  and  leases  research
facilities in Brazil,  Greece, and Australia.  In connection with its foundation
seed program,  the Company  leases land in the United States,  Argentina,  Costa
Rica, South Africa, Turkey, China, Brazil, and Australia.

All owned properties are free of encumbrances.  Management  believes that all of
D&PL's facilities, including its conditioning,  storage and research facilities,
are well maintained and generally adequate to meet its needs for the foreseeable
future. (See "Liquidity and Capital Resources" in Item 7).

PRINCIPAL COMPANY LOCATIONS, AFFILIATES AND SUBSIDIARIES:
<TABLE>
<CAPTION>
<S>                                                       <C>
World Headquarters                                         Operations Facilities
Scott, Mississippi, USA                                    Scott, Mississippi, USA
                                                           Hollandale, Mississippi, USA
Research Centers                                           Tunica, Mississippi, USA
Scott, Mississippi, USA                                    Chandler, Arizona, USA
Winterville, Mississippi, USA                              Eloy, Arizona, USA
Maricopa, Arizona, USA                                     Harrisburg, Arkansas, USA
Tifton, Georgia, USA                                       Aiken, Texas, USA
Hartsville, South Carolina, USA                            Lubbock, Texas, USA
Hale Center, Texas, USA                                    Catamarca, Argentina
Haskell, Texas, USA                                        Saenz Pena, Chaco, Argentina
Lubbock, Texas, USA                                        Narromine, New South Wales, Australia
Goondiwindi, Queensland, Australia                         Canas, Costa Rica
Narrabri, New South Wales, Australia                       Shijiazhuang, Hebei, People's Republic of China
Capinopolis, Minas Gerais, Brazil                          Groblersdal, South Africa
Larissa, Greece

                                                           Foreign Offices
                                                           Narrabri,  New  South Wales, Australia
                                                           Beijing, People's Republic   of   China
                                                           Thessaloniki,  Greece
                                                           Mexicali,      Mexico
                                                           Mexico  City,  Mexico
                                                           Wassenaar, The Netherlands
                                                           Seville, Spain
                                                           Izmir,  Turkey
                                                           Uberlandia, Minas Gerais,  Brazil
                                                           Hefei City, Anhui, People's Republic   of   China
                                                           Adana, Turkey
</TABLE>


<PAGE>


ITEM 3.  LEGAL PROCEEDINGS

Product Claims

The Company and Monsanto are named as defendants in four pending  lawsuits filed
in the State of Texas. Two lawsuits were filed in Lamb County, Texas on April 5,
1999;  one lawsuit was filed in Lamb County,  Texas on April 14,  1999;  and one
lawsuit was filed in Hockley County,  Texas,  on April 21, 1999.  These lawsuits
were  removed  to the  United  States  District  Court,  Lubbock  Division,  but
subsequently  were  remanded  back to the state court where they were filed.  In
each case the plaintiff  alleges,  among other things,  that certain  cottonseed
acquired  from  Paymaster did not perform as the farmers had  anticipated  or as
allegedly  represented to them. This litigation is identical to seed arbitration
claims  previously  filed in the State of Texas,  which  were  concluded  in the
Company's  favor.  The  Company and  Monsanto  have  investigated  the claims to
determine  the cause or causes of the  alleged  problems  and they  appear to be
totally caused by environmental factors.

The  Company  and  Monsanto  were also  named as  defendants  in two  additional
lawsuits  filed in the  State of  Texas.  One  lawsuit  was  filed in the  106th
Judicial  District  Court of Gaines  County,  Texas,  on April 27, 2000, and the
other was filed in the 106th Judicial District Court of Dawson County, Texas, on
April 20, 1999, although D&PL was not served with process until May 23, 2001. In
both cases the plaintiffs  allege,  among other things,  that certain cottonseed
acquired from D&PL that  contained the Roundup  Ready(R) gene did not perform as
the farmer had  anticipated.  The Company and  Monsanto  are  investigating  the
claims to determine the cause or causes of the alleged problem.  Pursuant to the
terms of the Roundup  Ready(R)  Gene License and Seed Services  Agreement  ("the
Roundup  Ready  Agreement")  between  D&PL and  Monsanto,  D&PL has tendered the
defense of this claim to  Monsanto  and  requested  indemnity.  Pursuant  to the
Roundup Ready(R)  Agreement,  Monsanto is contractually  obligated to defend and
indemnify  the  Company  against  all claims  arising  out of the failure of the
Roundup(R)   glyphosate   tolerance   gene.  D&PL  will  not  have  a  right  of
indemnification  from  Monsanto,  however,  for any  claim  involving  defective
varietal characteristics separate from or in addition to the herbicide tolerance
gene and such claims are contained in this litigation.

The  Company  and  Monsanto  are named as  defendants,  along with local seed or
technology  distributors  in twenty-three  lawsuits filed in Alabama.  Four were
filed in  Autauga  County,  three on March 23,  2000 and one on March 27,  2000;
three were filed in Barbour County, two on October 19, 2000, and one on November
7, 2000;  three were filed in Chilton County on March 22, 2000; one was filed in
Dallas  County on March 22,  2000;  one was filed in Elmore  County on March 22,
2000;  two were  filed in Lowndes  County,  one on March 14 and one on March 22,
2000;  and one was filed in Wilcox  County on March 22, 2000;  six were filed in
Limestone  County,  one on April  25,  2001,  one on May 17,  2001,  and four on
September  14, 2001;  and two were filed in Lauderdale  County,  one on April 6,
2001 and one on April 20, 2001. In each case the plaintiff alleges,  among other
things,  that certain cottonseed  acquired from D&PL, which contained either the
Roundup  Ready(R)  gene,  the  Bollgard(R)  gene or both of such genes,  did not
perform as the farmers had  anticipated  or as  allegedly  represented  to them.
These lawsuits also include varietal claims aimed solely at the Company.  Eleven
of these lawsuits were earlier filed as seed arbitration claims with the Alabama
Department of  Agriculture,  all of which were dismissed by that entity for lack
of jurisdiction.  The Company and Monsanto have investigated the claims, and are
continuing to  investigate  the claims,  to determine the cause or causes of the
alleged problem. Pursuant to the terms of the Roundup Ready(R) Agreement between
D&PL and Monsanto and the Bollgard(R)  Gene License and Seed Services  Agreement
("the  Bollgard  Agreement")  between D&PL and Monsanto,  D&PL has a right to be
contractually  indemnified  against  all claims  arising  out of the  failure of
Monsanto's  gene  technology.  D&PL  will not  have a right to  indemnification,
however, from Monsanto for any claim involving varietal characteristics separate
from or in addition to the failure of the  Monsanto  technology  and such claims
are contained in each of these lawsuits.

The Company and Monsanto and various  retail seed  suppliers were named in three
pending lawsuits in the State of South Carolina.  One lawsuit was filed November
15, 1999, in the Beaufort Division of the United States District Court, District
of South  Carolina;  both of the other cases were filed on November 15, 1999, in
the Court of Common Pleas of Hampton County, South Carolina. The two state court
lawsuits  were removed to the United States  District  Court for the District of
South Carolina but were  subsequently  remanded back to the state court in which
they were  filed.  In each of these  cases the  plaintiff  alleges,  among other
things,  that  certain  seed  acquired  from D&PL which  contained  the  Roundup
Ready(R)  gene  and/or the  Bollgard(R)  gene did not  perform as the farmer had
anticipated.  These  lawsuits also include  varietal  claims aimed solely at the
Company.  Of these cases, one filed in Hampton County and the other filed in the
United States  District Court seek class action  treatment for all purchasers of
certain D&PL varieties  which contain the Monsanto  technology.  The Company and
Monsanto are  continuing  to  investigate  the claims to determine  the cause or
causes of the alleged  problem.  Pursuant  to the terms of the Roundup  Ready(R)
Agreement  between D&PL and Monsanto and the Bollgard(R)  Agreement between D&PL
and  Monsanto,  D&PL has a right to be  contractually  indemnified  against  all
claims arising out of the failure of Monsanto's gene  technology.  D&PL will not
have a right to indemnification,  however, from Monsanto for any claim involving
varietal  characteristics  separate  from or in  addition  to the failure of the
Monsanto technology and such claims are contained in each of these lawsuits.

The Company was named in two  lawsuits  filed in the State of  Mississippi.  One
lawsuit was filed in the Circuit Court of Lowndes  County,  Mississippi  on July
11,  2001.  That  suit  alleges  that  certain  cottonseed  sold by D&PL did not
germinate  properly  or at the rate  stated on the label  causing  the farmer to
incur  losses  during the 1998 growing  season.  The other suit was filed in the
Circuit Court of Webster  County on August 10, 2001.  That suit alleges that the
seed purchased by plaintiff  failed to perform as represented  and seeks damages
for crop  losses  incurred  during  the 1999  growing  season.  The  Company  is
presently  investigating  both  claims to  determine  the cause or causes of the
alleged  problems.  Neither  Mississippi  lawsuit alleges that the Monsanto gene
technology failed, and accordingly, it does not appear that D&PL has a claim for
indemnity or defense under the Roundup Ready(R) Gene Agreement.

On March 7, 2001, the Company and Monsanto and local  distributors were named in
a lawsuit filed in Bladen County,  North Carolina.  This case was removed to the
United States District Court for the Eastern  District of North  Carolina.  This
lawsuit  alleges  that  certain  cottonseed  varieties  containing  the  Roundup
Ready(R)  gene did not  perform as  promised  and that the farmer  suffered as a
result of lack of tolerance of his growing crop to  applications  of Roundup(R).
The Company and Monsanto are investigating  this claim to determine the cause or
causes of the alleged  problem.  Pursuant  to the terms of the Roundup  Ready(R)
Agreement between D&PL and Monsanto, D&PL has tendered the defense of this claim
to Monsanto and requested indemnity. Pursuant to the Roundup Ready(R) Agreement,
Monsanto is contractually  obligated to defend and indemnify the Company against
all claims arising out of the failure of the Roundup  Ready(R)  gene.  D&PL will
not  have a right to  indemnification  from  Monsanto,  however,  for any  claim
involving defective varietal characteristics separate from or in addition to the
failure of the  herbicide  tolerance  gene and such claims are contained in this
complaint.

On February 5, 2001, D&PL and Monsanto and a local seed  distributor  were named
in a  lawsuit  filed  in the  Sixth  Judicial  Court,  Parish  of East  Carroll,
Louisiana.  This lawsuit alleges that certain cottonseed  varieties sold by D&PL
which contained  Monsanto's  licensed gene technology suffered from a disease or
malady   known  as  bronze  wilt.   The  Company  and  Monsanto  are   presently
investigating  this  claim to  determine  the  cause or  causes  of the  alleged
problem.  The lawsuit does not allege that the Monsanto gene  technology  failed
and,  accordingly,  it does not appear  that D&PL has a claim for  indemnity  or
defense  under the Roundup  Ready(R)  Agreement as the claim  alleges  defective
varietal characteristics only.

On June 7, 2001,  the Company was named in a lawsuit  filed in the Circuit Court
of the County of Crockett,  Tennessee. This case was subsequently removed to the
United  Sates  District  Court for the Western  District of  Tennessee,  Eastern
Division. This lawsuit alleges that a specific cotton variety did not perform as
promised and that the plaintiff farmers suffered lower than expected yields as a
result of the allegedly  defective  variety.  Although  this lawsuit  involves a
cotton  variety  which  contains the Roundup  Ready(R)  gene,  no claim  against
Monsanto was alleged,  nor is there an allegation  that the Monsanto  technology
caused  or  contributed  to  plaintiffs'   problems,   thus,   Monsanto  is  not
contractually  obligated  to defend or indemnify  the Company in this case.  The
Company is presently  investigating  this claim to determine the cause or causes
of the alleged problem.

Other Matters

On May 15, 2000, several farmers and a seller of farm supplies filed suit in the
United  States  District  Court for the  Northern  District of Alabama,  against
Monsanto,  the Company, and D&M International,  LLC (a joint venture of Monsanto
and the Company) under federal antitrust laws and requested class certification.
Plaintiffs  claim that defendants  have: (1) unlawfully  attempted to monopolize
the U.S.  cotton seed and herbicide  market in violation of ss. 2 of the Sherman
Act; (2) monopolized  the U.S. cotton seed and herbicide  market in violation of
ss. 2 of the Sherman Act; (3) conspired to  unreasonably  restrain  trade in the
U.S. cotton seed and herbicide  market in violation of ss. 1 of the Sherman Act;
and (4) engaged in unlawful  tying of cotton seed and  herbicide in violation of
ss. 3 of the Clayton  Act.  Plaintiffs  demand  unspecified  antitrust  damages,
including treble and compensatory damages,  plus costs of litigation,  including
attorneys' fees. In July 2000, the Company answered the complaint and in October
2000,  moved for  dismissal  of the action on the ground  that  plaintiffs  have
failed to allege any conduct or action by the Company that  violates the federal
antitrust laws. Discovery has not commenced. On October 22, 2001, the Magistrate
Judge to whom the case is assigned recommended that Monsanto's and DPL's motions
to dismiss the  complaint  be granted  with the  plaintiffs  having the right to
replead and file a revised complaint within 30 days. The Court has not yet acted
on the Magistrate Judge's recommendation.

In December 1999,  Mycogen Plant Science,  Inc.  ("Mycogen") filed a suit in the
Federal Court of Australia  alleging that Monsanto  Australia  Ltd.,  Monsanto's
wholly-owned  Australian  subsidiary,  and Deltapine Australia Pty. Ltd., D&PL's
wholly-owned  Australian  subsidiary,  have  been  infringing  two of  Mycogen's
Australian  patents by making,  selling,  and  licensing  cotton  planting  seed
expressing insect  resistance.  The suit seeks injunction against continued sale
of seed  containing  Monsanto's  Ingard(R)  gene and recovery of an  unspecified
amount of damages.  The  litigation  is  currently  in  discovery  and  pretrial
proceedings. Consistent with its commitments, Monsanto has agreed to defend D&PL
in this suit and to indemnify D&PL against damages, if any are awarded. Monsanto
is providing  separate  defense counsel for D&PL. D&PL is assisting  Monsanto to
the extent reasonably necessary.

In November  1999,  Bios  Agrosystems  S.A.  ("Bios"),  a former  distributor of
SureGrow brand cottonseed in Greece,  brought suit in the U.S. District Court in
Delaware against D&PL International Technology, D&PL's subsidiary, to enjoin the
termination of its  distributorship  which was to become effective at the end of
November 1999. The suit demanded a declaratory  judgment that the termination is
not effective and compensatory  and punitive  damages for wrongful  termination.
Bios also filed a request for arbitration and a parallel suit seeking injunctive
relief in a Greek court.  In January 2000,  the U.S.  District  Court denied the
request for an injunction to prevent  termination of Bios'  distributorship  and
subsequently enjoined Bios from proceeding with parallel litigation in the Greek
courts.  Bios  appealed  to the United  States  Court of  Appeals  for the Third
Circuit. In March 2001, Bios gave notice that it was dismissing its appeal. Bios
has not  indicated  whether or not it will  continue  to seek to  arbitrate  its
claims.

A corporation  owned by the son of the Company's former  Guatemalan  distributor
sued in 1989  asserting  that  the  Company  violated  an  agreement  with it by
granting  to another  entity an  exclusive  license in certain  areas of Central
America and southern  Mexico.  The suit seeks  damages of  5,300,000  Guatemalan
quetzales  (approximately  $650,000 at current exchange rates) and an injunction
preventing the Company from distributing seed through any other licensee in that
region.  The  Guatemalan  court,  where  this  action is  proceeding,  has twice
declined to approve the injunction  sought.  The Company continues to offer seed
for sale in Guatemala.

US Department of Justice - Civil Investigative Demands

On July 18, 1996, the United States  Department of Justice,  Antitrust  Division
("USDOJ"),  served a Civil Investigative Demand (the "1996 CID") on D&PL seeking
information  and  documents  in  connection  with  its   investigation   of  the
acquisition  by D&PL of the stock of Arizona  Processing,  Inc.,  Ellis Brothers
Seed, Inc. and Mississippi Seed, Inc. (which own the outstanding common stock of
Sure Grow Seed,  Inc.). The CID states that the USDOJ is  investigating  whether
these  transactions may have violated the provisions of Section 7 of the Clayton
Act, 15 USC ss.18.  D&PL has  responded to the CID,  employees  were examined in
1997 by the USDOJ,  and D&PL is  committed to full  cooperation  with the USDOJ.
D&PL believes that it has  demonstrated  to the USDOJ that this  acquisition did
not constitute a violation of the Clayton Act or any other  anti-trust  law. The
USDOJ has taken no further action in connection with 1996 CID.

On August 9, 1999, D&PL and Monsanto received Civil  Investigative  Demands from
the  USDOJ,  seeking  to  determine  whether  there  had been any  inappropriate
exchanges of information  between  Monsanto and D&PL or if any  acquisitions are
likely to have substantially  lessened competition in the sale or development of
cottonseed or cottonseed  genetic traits.  In September 1999, D&PL complied with
the USDOJ's request for information and documents in the 1999 CID. The USDOJ has
taken no further action directed toward D&PL in connection with the 1999 CID.

D&PL vs. Monsanto Company and Pharmacia Corp.

On December  20,  1999,  Monsanto  withdrew its  pre-merger  notification  filed
pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act")
effectively  terminating  Monsanto's efforts to gain government  approval of the
merger of Monsanto with the Company under the May 8, 1998, Merger Agreement.  On
December 30, 1999,  the Company filed suit (the "December 30 Suit") in the First
Judicial  District of Bolivar County,  Mississippi,  seeking among other things,
the  payment  of the $81  million  termination  fee due  pursuant  to the merger
agreement,  compensatory  damages and punitive damages.  On January 2, 2000, the
Company and Monsanto reached an agreement whereby the Company would withdraw the
December 30 Suit, and Monsanto would immediately pay the $81 million. On January
3,  2000,  Monsanto  paid to the  Company a  termination  fee of $81  million as
required by the merger agreement.  On January 18, 2000, the Company filed a suit
(the "January 18 Suit") reinstating essentially all of the allegations contained
in the  December 30 Suit.  The January 18 Suit by the Company  against  Monsanto
seeks in excess of $1 billion in compensatory and $1 billion in punitive damages
for breach of  contract  under the merger  agreement  between the  parties.  The
Company  alleges that  Monsanto  failed to make its best  efforts,  commercially
reasonable efforts,  and/or reasonable best efforts to obtain antitrust approval
from the U.S.  Department of Justice,  as required under the terms of the merger
agreement.  The  Company  also seeks  damages  for breach of the January 2, 2000
agreement  pursuant  to which the  parties  were to  negotiate  for two weeks to
resolve the dispute over failure of the merger to close.

The parties  litigated for several months over the appropriate forum to hear the
case.  A  Delaware  Court of  Chancery  ruling  rejected  Monsanto's  attempt to
maintain the action in Delaware  and  returned the parties to the Circuit  Court
for the First Judicial District of Bolivar County, Mississippi. Monsanto filed a
motion for summary  judgment on the breach of contract  claims alleging that the
Company  suffered no  cognizable  damages as a result of the failed  merger.  On
December  18,  2000,  the Company  amended its  complaint to include a claim for
tortious  interference with prospective  business  relations on the grounds that
Monsanto's  unreasonable delay prevented the consummation of the merger and kept
the  Company  from  being  in  a  position  to  enter  into   transactions   and
relationships  with others in the  industry.  In light of the merger of Monsanto
into Pharmacia & Upjohn,  Inc., after the filing of the original complaint,  the
Company named both Pharmacia  Corp.  (the newly formed  corporation and existing
defendant) and Monsanto Company (a newly spun-off majority-owned  subsidiary) as
defendants in the amended complaint.  The parties are in discovery.  The Company
filed two motions to compel additional discovery from Monsanto. Monsanto filed a
motion for summary  judgment and a motion to dismiss the added claim of tortious
interference  contained in the amended  complaint.  Monsanto alleged that it was
entitled to 1) dismissal of the action on the grounds that the Company's amended
complaint did not satisfy any of the elements of a tortious  interference  claim
and, thus,  did not state a viable claim;  and 2) summary  judgment  because the
Company  has not  suffered  any  injury as a result of  Monsanto's  actions.  On
November  15,  2001,  the Circuit  Court  denied  Monsanto's  motion for summary
judgment on the breach of contract claims, holding that the case presents issues
for trial by jury.  The Court also  denied  Monsanto's  motion to dismiss or for
summary  judgment  on  D&PL's  claim for  tortious  interference  with  business
relationships.  The Court also granted substantially all of the discovery sought
by D&PL in its motion to compel.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of the  Shareholders  of Delta and Pine Land Company was held
on June 20, 2001.  The  following  matters were brought to a vote with the noted
results:
<TABLE>
<CAPTION>
                     Item                              For           Against         Abstain          Non-Voted

<S>                                                 <C>                 <C>          <C>              <C>
1.  Re-elect Class II Director                      32,238,202          0            41,605           6,259,187
     Joseph M. Murphy


2.   Re-elect Class II Director                     32,248,308          0            31,499           6,259,187
      Rudi E. Scheidt
</TABLE>

Messrs.  Jon E. M. Jacoby and F. Murray Robinson  continue to serve as Class III
Directors. Class III Directors were elected at the March 30, 2000 Annual Meeting
(which  served as a  make-up  meeting  for the 1999  Annual  Meeting)  to a term
effectively expiring at the 2002 Annual Meeting.

Messrs. Stanley P. Roth and Nam-Hai Chua continue to serve as Class I Directors.
Class I Directors  were elected at the December 29, 2000 Annual Meeting to serve
a term expiring at the 2003 Annual Meeting.

                                     PART II

ITEM 5.  MARKET  FOR THE  REGISTRANT'S  COMMON  EQUITY AND  RELATED  STOCKHOLDER
         MATTERS

The Company's stock trades on the New York Stock Exchange (the "NYSE") under the
trading  symbol DLP.  The range of closing  prices for these shares for the last
two fiscal years, as reported by the NYSE, was as follows:
<TABLE>
<CAPTION>
Common Stock Data                                1st Qtr        2nd Qtr          3rd Qtr        4th Qtr
-----------------                                -------        -------          -------        -------
FYE August 31, 2000
<S>                                                 <C>            <C>              <C>            <C>
Market Price Range - Low                            $22.38         $14.87           $17.45         $21.35
                   - High                            32.69          24.39            23.37          28.59

FYE August 31, 2001
Market Price Range - Low                            $21.75         $20.00           $22.15         $18.65
                   - High                            26.88          25.55            26.80          25.09
</TABLE>

Annual  dividends  of $0.12  and  $0.15  per  share  were paid in 2000 and 2001,
respectively.  In  November  2001,  the  Board  of  Directors  announced  it had
increased the  quarterly  dividend to be paid to the  shareholders  of record on
November 30, 2001 to $0.05 per share. It is anticipated that quarterly dividends
of $0.05 per share will continue to be paid in the future; however, the Board of
Directors reviews this policy quarterly.  Aggregate  dividends paid in 2001 were
$5.8 million and should approximate $7.7 million in 2002.

On  October  31,  2001,  there  were  approximately  6,000  shareholders  of the
Company's 38,346,867 outstanding shares.


<PAGE>


ITEM 6.  SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
FINANCIAL HIGHLIGHTS                                              (In thousands, except per share amounts)
                                                                    As of and for Year Ended August 31,
------------------------------------------------------------------------------------------------------------------------------------
                                              1997            1998            1999            2000           2001
                                           -----------     ------------    -----------     -----------    ------------
Operating Results:
<S>                                          <C>              <C>            <C>             <C>             <C>
Net sales and licensing fees                 $183,249         $192,339       $260,465        $301,181        $305,806
Special charges and unusual
   items(1)                                  (20,700)         (22,662)       (29,884)          71,233         (6,301)
Net income applicable to
common          shares                          6,850            1,783          7,477          79,198          32,147
Balance Sheet Summary:
Current assets                               $145,449         $174,502       $217,543        $313,701        $337,737
Current liabilities                           112,524          116,136        174,947         215,315         208,041
Working capital                                32,925           58,366         42,596          98,386         129,696
Total assets                                  220,656          251,791        295,758         390,134         411,521
Long-term debt                                 30,572           47,070         17,000           2,482           2,836
Stockholders' equity                           72,531           80,651         89,404         159,628         188,408
Per Share Data:
Net income applicable to
common          shares - Basic                  $0.18            $0.05          $0.19           $2.06           $0.84
Book value                                       1.93             2.12           2.33            4.15            4.90
Cash dividends per common share                 0.078             0.12           0.12            0.12            0.15
Weighted average number of
shares        used in per share
calculations -            Basic                37,579           38,011         38,438          38,496          38,473

------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  In 1997, the Company announced a production and cost  optimization  program
     which  resulted in the  Company  taking a special  charge of $19.0  million
     along with $1.7 million for  nonrecurring  charges related to acquisitions.
     In 1998,  the  Company  reported  (a) a $17.5  million  special  charge for
     inventory  write-offs  due to a reduction  in cotton  acreage in 1998,  the
     realignment of the Company's product line to seed with new technologies and
     the recall of certain  products  and (b) $5.1  million in costs  associated
     with the Company's evaluation of various strategic  alternatives  including
     the Monsanto merger.  In 1999, the Company reported (a) special charges for
     inventory write-offs of $15.2 million resulting from the Company's decision
     to  purchase  additional  seed in 1999 to ensure  that  ample  seed of both
     transgenic and conventional  varieties were available and due to lower than
     expected soybean sales,  (b) special charges of approximately  $9.0 million
     related to the now failed acquisition by Monsanto (c) nonrecurring  charges
     for  severance  pay and  relocation  expenses of $2.0 million  related to a
     reorganization of the sales and marketing and technical  services divisions
     and (d) the loss on the  disposal  of fixed  assets and other  nonrecurring
     charges of $3.7  million.  In 2000,  the Company  reported  the $81 million
     merger  termination fee, net of related expenses as an unusual income item.
     In 2001, the Company reported (a) a $3.0 million special charge for closing
     of a  delinting  plant and a write down of other  long  lived  assets to be
     disposed of and (b) a $3.3 million  charge for severance pay related to the
     plant closing and reductions in operations and corporate staffs.


<PAGE>


ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

Overview

The shift from conventional  cottonseed varieties to transgenic varieties in the
U.S. continues.  Overall, both domestic and international  cottonseed sales were
up while the soybean business was a  disappointment.  Domestically,  despite low
cotton fiber  prices,  picker  cotton seed unit sales  increased as did per unit
selling  prices.  D&PL continued the successful  execution of its  international
business  plan as  evidenced  by the 41%  increase  in  international  revenues.
Conversely,  soybean sales were below both 2001  expectations and 2000 sales due
to pricing  decisions  that  priced our  products  higher  than those of the two
southern soybean market leaders. Lower sales resulted in excess soybean seed and
higher than  expected  inventory  writeoffs.  Due to poor weather and low cotton
fiber  prices  the  number  of  stripper  cotton  units  sold  fell  below  2001
expectations  and 2000 actual  sales.  Since the revenue  potential per acre for
farmers  who  plant  in areas  where  stripper  cotton  varieties  are  grown is
significantly lower than the potential for picker cotton (grown elsewhere in the
U.S.),  when  commodity  prices fall farmers will either choose not to plant the
acreage or will plant it with less expensive conventional or farmer-saved seed.

In August 2001, the Company  announced a plant closing and a  reorganization  of
the corporate  staff which  resulted in the Company taking a $6.3 million charge
of which $3.0  million was related to asset write down and $3.3  million was for
severance pay and related  benefits to those  terminated.  Essentially  all such
severance payments were made by fiscal year end. The changes were made to reduce
excess plant  capacity,  to reduce  production  costs,  and to reduce  corporate
overhead by eliminating  positions and realigning the Company's soybean breeding
efforts.  The Company expects annual payroll savings to approximate $2.0 million
in 2002 resulting from these charges.

The  litigation  with Monsanto  continues.  The trial court has acted on pending
motions.  The  parties  are now in  discovery.  As  discussed  in Item 3 and the
footnotes to the financial statements, the Company collected (after D&PL filed a
lawsuit) the $81 million  termination fee in 2000 and recorded it net of related
expenses as an unusual item in fiscal 2000.

In July 1999, the Company  announced the  consolidation  of the three divisional
sales and marketing staffs and three divisional  technical  services staffs into
one  Company-wide  sales  and  marketing  team  and one  Company-wide  technical
services  team  that  will  serve the three  brands  (Deltapine,  SureGrow,  and
Paymaster).   Approximately  forty  salaried  positions  were  eliminated  which
generated  severance pay and relocation  costs of approximately $2 million which
were recorded as special  charges.  Actual  savings  approximated  $4 million in
fiscal 2000. The three divisional  research programs were combined into a single
Company-wide  program,  and two new  research  facilities  were  launched in the
Company's  effort to invest  its  resources  where it  believes  it has the best
opportunity for developing new products for commercial introduction.

Outlook

Although  cotton  fiber  prices  continued  to decline in 2001,  cotton  farmers
planted  more  cotton in 2001 over 2000 due in part to low  commodity  prices of
potentially  competing crops and the level of government  payments under various
farm programs.  At the present time, we expect domestic cotton acreage to remain
relatively  flat in 2002  for the  same  reasons  noted  above  and  since  2002
represents  the last year of the  Freedom to Farm bill put into  effect in 1996.
Both houses of Congress  are  presently  working on farm  legislation  presently
expected  to go into  effect in 2003.  The  provisions  of this bill are not yet
final and could in fact affect domestic  planted acreage of cotton and other row
crops after the expiration of the current Farm bill.

Total cotton acreage worldwide has remained relatively  consistent at 80 million
to 85 million  acres over the last  several  decades.  The Company  continues to
expand its Ex-U.S. presence by forming new joint ventures and working to improve
the  operating  results of existing  Ex-U.S.  operations.  The tragic  events of
September  11, 2001 are not  expected to directly  affect our  existing  Ex-U.S.
operations  in 2002,  however,  the  Company's  five year business plan includes
target markets such as Pakistan (2004) and Uzbekistan  (2003).  Presently we are
unable to ascertain  the effect of recent  events on the  Company's  longer term
growth  markets.  The Company  announced the recent signing of Letters of Intent
with two parties in China to form two new ventures  there in addition to the two
existing ventures to further  penetrate  Ex-U.S.  markets in connection with the
execution of its  international  business plans. The Company remains  optimistic
about its ability to execute its domestic and international growth strategies.

The Company also continues to review and evaluate  alternative sources and types
of technology that could bring valuable  products to farmers.  As agreements are
reached with those  parties,  announcements  will be made. In the meantime,  the
Company continues to maintain its cash position.  The necessity to do so will be
regularly evaluated.

Subsequent to August 31, 2001, the Company, pursuant to its previously announced
re-purchase plan, has purchased in the open market, approximately 200,000 shares
of its common stock and has increased its quarterly  dividend to $0.05 per share
from $0.04.  The Board  reviews the  dividend  policy  quarterly.  Assuming  the
dividend rate is maintained  through 2002,  the aggregate  payments will be $7.7
million paid to the holders of the 38.5 million shares  outstanding.  See "Risks
and Uncertainties" located in this item 7.

Net Sales and Licensing Fees

In 2001,  D&PL's  consolidated  net sales and licensing  fees  increased 1.5% to
$305.8 million from 2000 sales of $301.2 million. This increase is primarily the
result of (a) a continued  market  penetration  of the  Company's  stacked  gene
products in the domestic  segment,  (b) price  increases in the domestic  cotton
segment,  (c)  increased  export  sales to  Mexico,  Greece,  and Brazil and (d)
increased sales by the Company's joint ventures in China and Brazil. The effects
of these  increases  were  partially  offset  by lower  than  expected  sales of
soybeans. In 2001, domestic transgenic cottonseed sales comprised  approximately
91% of total domestic unit sales of cottonseed, compared to approximately 89% in
2000.  International sales increased to $43.9 million in 2001 from $31.0 million
in 2000 due to sales increases in Mexico,  Greece,  China, and Brazil.  In 2001,
soybean sales and licensing fees decreased 34% from 2000.

In 2000,  D&PL's  consolidated  net sales and licensing fees increased  15.6% to
$301.2 million from 1999 sales of $260.5 million.  The increase is primarily the
result of (a) increased sales of upland picker cottonseed varieties that contain
either  or both  of the  Bollgard  and  Roundup  Ready  gene  technologies,  (b)
increased sales of Roundup Ready soybeans and (c) increased international sales.
In 2000,  domestic  transgenic  cottonseed sales comprised  approximately 89% of
total domestic unit sales of cottonseed,  compared to approximately 80% in 1999.
Roundup Ready soybean units comprised  approximately  80% of total units sold in
2000 compared to 64% in 1999.  International sales increased to $31.0 million in
2000 from $26.5 million in 1999 due to sales  increases in China,  Australia and
Greece.  The effects of these  increases were  partially  offset by a decline in
export sales in certain smaller markets.

Gross Profit

D&PL's consolidated gross profit increased to $105.6 million in 2001 compared to
$99.4  million in 2000.  This  increase is primarily  attributable  to continued
penetration of transgenic  cottonseed varieties in the U.S., a price increase in
the U.S. market, and increased sales in the Company's  international  segment as
discussed  above,  the  positive  effects of which were  partly  offset by lower
soybean margins.

D&PL's  consolidated gross profit increased to $99.4 million in 2000 compared to
$75.2  million  in  1999.  This  is  primarily  attributable  to  the  increased
penetration of transgenic  cottonseed  varieties in the U.S., increased sales in
the  Company's  international  segment  as  discussed  above and the  absence of
special  charges in 2000 compared to special charges of $15.2 million which were
recorded in 1999.

Operating Expenses

Operating  expenses  before special  charges  increased to $47.6 million in 2001
from $46.0 million in 2000. This increase is primarily due to higher general and
administrative  and research costs which were partially offset by continued cost
savings  generated  from the  Company's  1999  reorganization  of the  sales and
marketing  staff and the related  synergies  for the Company's  advertising  and
promotional efforts.

Operating  expenses  before special  charges  decreased to $46.0 million in 2000
from $46.4  million in 1999.  This  decrease is primarily  due to savings  which
resulted from the 1999  reorganization  of the Company's sales and marketing and
technical  service  staffs which were  partially  offset by higher  research and
general and administrative  costs. In 1999, special charges related to severance
pay  and  benefits  of  $2.0  million  resulting  from  the  elimination  of the
divisional sales and marketing and divisional  technical  services  staffs,  and
costs  associated  with the  ultimately  terminated  merger with Monsanto  which
approximated $9.0 million, were included as operating expenses.

Research and Development Expenses

Research and development  expenses  increased 6.6% to $19.9 million in 2001 from
$18.7  million in 2000.  The increase was primarily  attributable  to additional
breeding programs in Georgia and Texas,  advanced breeding programs,  evaluation
of new technologies, and additional international seed testing.

Research and  development  expenses did not change  materially in 2000 from 1999
levels since savings achieved by the 1999  consolidation were offset by the cost
of new research programs.

Selling Expenses

Selling  expenses  decreased 9.3% to $12.9 million in 2001 from $14.2 million in
2000.  Selling  expenses  decreased  11.6% to $14.2  million  in 2000 from $16.1
million in 1999.  These  decreases are primarily  attributable  to the Company's
previous  reorganization  of the  sales  and  marketing  staff  and the  related
synergies of combining the Company's advertising and promotional efforts.

General and Administrative Expenses

General and  administrative  expenses  increased  12.9% to $14.8 million in 2001
from $13.1 million in 2000.  The increase  primarily  consists of an increase in
property, casualty and health insurance costs.

General and  administrative  expenses  increased  12.7% to $13.1 million in 2000
from $11.6 million in 1999. The increase  primarily consists of expenses related
to expansion of the Company's operations in Argentina and Brazil, an increase in
insurance  costs and higher legal fees  associated  with the  non-U.S.  patents,
trademark and variety registrations.

Special Charges and Unusual Item

In connection with the closing of its Chandler,  Arizona delinting facility,  as
of August 31, 2001,  and the reduction in its domestic  operations and corporate
staffs,  the Company  recorded a $6.3 million  charge for the  severance,  plant
closing,  and related costs associated with these actions.  Of the $6.3 million,
$3.0  million is related to the write down of fixed  assets and $3.3  million to
severance pay and related benefits.

In fiscal 2000, the Company reported, as an unusual income item, the $81 million
merger  termination fee, net of related expenses,  which was paid by Monsanto to
D&PL pursuant to the terms of the May 8, 1998, merger agreement.

In 1999, the Company incurred approximately $9.0 million in costs related to the
planned merger with Monsanto.  Such costs are primarily  legal and  professional
fees and reserves  established for losses on the planned  disposition of certain
assets.  The Company also paid severance and related  benefits of  approximately
$2.0 million to  approximately  forty  employees who were  terminated in August,
1999 in  connection  with the  reorganization  of the  sales and  marketing  and
technical services departments.

Interest Income/Expense

The Company  reported net  interest  income of $3.5 and $0.9 million in 2001 and
2000,  respectively,  compared to net interest  expense of $3.5 million in 1999.
The  interest  income was  primarily  earned on cash  generated  from  operating
activities and the $81 million merger termination fee collected from Monsanto in
early 2000.

Net Income and Earnings Per Share

Net income after special charges  applicable to common shares was $32.1 million,
$79.2 million, and $7.5 million in 2001, 2000 and 1999, respectively. Net income
per share (diluted) after special and nonrecurring  charges was $0.81, $1.98 and
$0.18 in 2001, 2000, and 1999, respectively.

Net income per share  (diluted)  before  special  and  nonrecurring  charges was
$0.91.,  $0.90, and $0.66 in 2001, 2000, and 1999,  respectively.  The number of
shares deemed  outstanding was 40.1 million,  40.2 million,  and 41.0 million in
2001, 2000 and 1999, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The seasonal nature of the Company's  business  significantly  impacts cash flow
and working capital requirements.  The Company has maintained credit facilities,
and used early  payments by customers  and cash from  operations to fund working
capital needs. For more than 18 years D&PL has borrowed on a short-term basis to
meet seasonal working capital needs.  However, cash generated from operations in
2000 and 2001 along with the collection of the merger  termination  fee has been
used to meet working  capital needs in 2001 and to a lesser degree in 2000.  The
Company is currently  evaluating  potential  uses of its cash for purposes other
than for working  capital needs.  One potential  such use is the  acquisition or
funding of alternative  technologies that could be used to enhance the Company's
product  portfolio and ultimately the Company's  long-term  earnings  potential.
Another  potential  use is the  repurchase  in the open market of the  Company's
shares pursuant to its previously announced share repurchase program. Subsequent
to August 31, 2001, the Company repurchased  approximately  200,000 shares. Once
the evaluation of certain  transactions  that are currently being  considered is
brought to conclusion (perhaps resulting in such acquisitions),  the Company may
reconsider  other  potential  uses of the  remaining  cash,  up to and including
repurchasing  shares more aggressively  depending on market  considerations  and
other factors.

In the United States, D&PL purchases seed from contract growers in its first and
second fiscal quarters. Seed conditioning,  treating and packaging commence late
in the first  fiscal  quarter and  continue  through the third  fiscal  quarter.
Seasonal cash needs  normally  begin to increase in the first fiscal quarter and
cash  needs  peak in the  third  fiscal  quarter.  Cash is  generated  and  loan
repayments  normally  begin in the middle of the third  fiscal  quarter  and are
typically completed by the first fiscal quarter of the following year. D&PL also
offers customers financial incentives to make early payments. To the extent D&PL
attracts  early  payments  from  customers,  bank  borrowings  under the  credit
facility are reduced.

In the United States, the Company records accounts receivable for licensing fees
on Bollgard and Roundup Ready seed sales as the seed is shipped,  usually in the
Company's second and third quarters.  The Company has contracted the billing and
collection activities for Bollgard and Roundup Ready licensing fees to Monsanto.
In  September,  the  technology  fees are due at which  time D&PL,  as  managing
partner of D&M Partners, receives payment from Monsanto. D&PL then pays Monsanto
its royalty for the Bollgard and Roundup  Ready  licensing  fees. As a result of
the timing of these events,  accounts  receivable and accrued expenses generally
peak at year end.

In April 1998, the Company  entered into a syndicated  credit  facility with its
then existing  lender and two other  financial  institutions  which provided for
aggregate borrowings of $110 million.  This agreement provided a base commitment
of $55 million and a seasonal commitment of $55 million. The base commitment was
a long-term  loan that could be  borrowed  upon at any time and was due April 1,
2001.  The seasonal  commitment  was a working  capital loan that could be drawn
upon from  September 1 through  June 30 of each  fiscal  year.  Each  commitment
offered variable and fixed interest rate options and required the Company to pay
facility or commitment fees and to comply with certain financial covenants. This
agreement expired on April 1, 2001.

The financial  covenants under the loan agreements  required the Company to: (a)
maintain a ratio of total  liabilities  to  tangible  net worth at August 31, of
less than or equal to 2.25 to 1 (4.0 to 1.0 at the Company's other quarter ends)
(b) maintain a fixed charge  coverage  ratio at the end of each quarter  greater
than or equal to 2.0 to 1.0 and (c) maintain at all times  tangible net worth of
not less than the sum of (i) $40  million  plus (ii) 50% of net income  (but not
losses)  determined on the last day of each fiscal year,  commencing with August
31, 1998. At August 31, 2001,  the Company was in compliance  with the covenants
of the now  expired  credit  facility.  See Note 4 of the Notes to  Consolidated
Financial Statements in Item 8. D&PL and the lenders are currently negotiating a
replacement  facility that will provide for aggregate borrowings of $100 million
plus a $25 million overline and will contain terms and conditions similar to the
1998 facility.

Capital expenditures were $7.5 million, $7.1 million, and $8.1 million in fiscal
2001,  2000  and  1999,  respectively.  The  Company  anticipates  that  capital
expenditures  are expected to  approximate  $9.0 million in 2002.  In 2001,  the
Company paid dividends aggregating $5.9 million,  approximately $0.15 per share.
In November 2001 the Board increased the quarterly dividend, commencing with the
first  quarter,  to $0.05 per  share.  The Board  reviews  the  dividend  policy
quarterly.  However,  assuming  that the present rate is  maintained  throughout
2002, aggregate dividends will approximate $7.7 million in 2002.

Cash provided from  operations,  cash on hand, early payments from customers and
borrowings  under the loan  agreement if necessary  should be sufficient to meet
the Company's 2002 working capital needs.

RISKS AND UNCERTAINTIES

From time to time, the Company may publish  forward-looking  statements relating
to  such  matters  as  anticipated  financial  performance,  existing  products,
technical developments, new products, new technologies, research and development
activities, and similar matters. The Private Securities Litigation Reform Act of
1995 provides a safe harbor for forward-looking  statements.  In order to comply
with the terms of the safe harbor,  the Company  notes that a variety of factors
could cause the Company's  actual  results and  experience to differ  materially
from the anticipated  results or other  expectations  expressed in the Company's
forward-looking  statements.  The risks and  uncertainties  that may  affect the
operations,  performance,  development  and  results of the  Company's  business
include those noted elsewhere in this Item and filing and the following:

     Demand for D&PL's seed will be affected by government programs and policies
     and, most  importantly,  by weather.  Demand for seed is also influenced by
     commodity  prices and the demand for a crop's  end-uses  such as  textiles,
     animal feed,  food and raw materials for  industrial  use.  These  factors,
     along  with  weather,  influence  the  cost  and  availability  of seed for
     subsequent seasons.  Weather impacts crop yields,  commodity prices and the
     planting  decisions  that farmers make  regarding  both  original  planting
     commitments and, when necessary, replanting levels.

     The planting  seed market is highly  competitive,  and D&PL  products  face
     competition  from  a  number  of  seed  companies,   diversified   chemical
     companies,  agricultural biotechnology companies, governmental agencies and
     academic   and   scientific   institutions.   A  number  of  chemical   and
     biotechnology   companies   have  seed   production   and/or   distribution
     capabilities  to  ensure  market  access  for  new  seed  products  and new
     technologies  that may compete  with the  Bollgard  and Roundup  Ready gene
     technologies.  The  Company's  seed  products  and  technologies  contained
     therein may encounter substantial  competition from technological  advances
     by others or  products  from new  market  entrants.  Many of the  Company's
     competitors are, or are affiliated with, large  diversified  companies that
     have substantially greater resources than the Company.

      The production, distribution or sale of crop seed in or to foreign markets
      may be  subject  to  special  risks,  including  fluctuations  in  foreign
      currency, exchange rate controls, expropriation, nationalization and other
      agricultural,   economic,   tax  and   regulatory   policies   of  foreign
      governments.  Particular  policies  which  may  affect  the  domestic  and
      international  operations of D&PL include the use of and the acceptance of
      products that were produced  from plants that were  genetically  modified,
      the testing,  quarantine and other restrictions relating to the import and
      export of plants and seed products and the  availability (or lack thereof)
      of proprietary  protection for plant products. In addition,  United States
      government  policies,  particularly  those  affecting  foreign  trade  and
      investment, may impact the Company's international operations.

     The  publicity  related  to  genetically  modified  organisms  ("GMOs")  or
     products  made  from  plants  that  contain  GMOs may have an effect on the
     Company's sales in the future. In 2001,  approximately 90% of the Company's
     cottonseed that was sold contained  either the Bollgard,  Roundup Ready, or
     both  gene  technologies  and  86%  of the  Company's  soybean  seed  sales
     contained  the Roundup  Ready gene  technology.  Although many farmers have
     rapidly  adopted  these  technologies,  the alleged  concern over  finished
     products  that contain GMOs could impact  demand for crops (and  ultimately
     seed) raised from seed containing such traits.

     Due to the varying  levels of  agricultural  and social  development of the
     international  markets in which the Company operates and because of factors
     within  the  particular  international  markets  targeted  by the  Company,
     international  profitability  and growth may be less stable and predictable
     than domestic profitability and growth. Furthermore, recent action taken by
     the U.S.  government,  including  that  taken by the U.S.  Military  in the
     aftermath of the tragic events of September 11, 2001,  may serve to further
     complicate the Company's ability to execute its long range Ex-U.S. business
     plans because those plans include future  expansion into Uzbekistan  (2003)
     and Pakistan (2004).

     Overall  profitability  will depend on the  factors  noted above as well as
     weather conditions,  government policies in all countries where the Company
     sells  products and operates,  worldwide  commodity  prices,  the Company's
     ability to  successfully  open new  international  markets,  the  Company's
     ability to successfully continue the development of the High Plains market,
     the technology  partners' ability to obtain timely government approval (and
     maintain  such  approval)  for  existing and for  additional  biotechnology
     products  on which  they and the  Company  are  working  and the  Company's
     ability  to  produce  sufficient  commercial  quantities  of  high  quality
     planting seed of these products.  Any delay in or inability to successfully
     complete these projects may affect future profitability.

RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

SFAS No. 144,  "Accounting for the Impairment or Disposal of Long-Lived Assets,"
addresses the financial  accounting and reporting for the impairment or disposal
of long-lived  assets.  This  statement is effective for fiscal years  beginning
after  December 15, 2001, and interim  periods  within those fiscal years,  with
early application encouraged. Therefore, D&PL must adopt this statement no later
than September 1, 2002.  Management has not determined the impact,  if any, that
this statement will have on its  consolidated  financial  position or results of
operations.

SFAS No. 143, "Accounting for Asset Retirement Obligations," addresses financial
accounting  and  reporting for  obligations  associated  with the  retirement of
tangible  long-lived  assets and the associated  asset  retirement  costs.  This
statement  is  effective  for  fiscal  years  beginning  after  June  15,  2002.
Therefore,  D&PL must adopt this  statement  no later  than  September  1, 2002.
Management has not determined the impact,  if any, that this statement will have
on its consolidated financial position or results of operations.

SFAS No. 142,  "Goodwill and Other Intangible  Assets,"  addresses the financial
accounting  and reporting  for acquired  goodwill and other  intangible  assets.
Amortization  of  goodwill,   including   goodwill  recorded  in  past  business
combinations,  will cease upon  adoption of this  statement.  This  statement is
effective for fiscal years  beginning  after December 15, 2001,  however,  early
application  is permitted for entities with fiscal years  beginning  after March
15, 2001,  provided the first interim financial  statements have not been issued
previously.  Effective  September 1, 2001, the Company adopted SFAS 142 at which
time all goodwill  amortization ceased (fiscal 2002 goodwill  amortization would
have been  approximately  $366,000).  Other provisions of the statement  require
that goodwill be measured periodically for impairment. The impact of adoption on
the Company's  consolidated financial position and results of operations related
to those provisions has not yet been determined.

SFAS No.  141,  "Business  Combinations,"  requires  all  business  combinations
initiated  after June 30, 2001 to be accounted  for under the  purchase  method.
SFAS No. 141 also sets forth  guidelines  for applying  the  purchase  method of
accounting  in  the  determination  of  intangible  assets,  including  goodwill
acquired in a business combination, and expands financial disclosures concerning
business combinations  consummated after June 1, 2001. Management has determined
the  impact  of this  statement  will not  have an  effect  on its  consolidated
financial position or results of operations.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has exposure  relative to  fluctuations  in the price of soybean raw
material  inventory,  foreign  currency  fluctuations and interest rate changes.
From time to time the Company enters into various agreements that are considered
derivatives to reduce its commodity price risk. During the year ended August 31,
2001,  derivative  instruments  have not been used to manage foreign currency or
interest  rate risks.  The  Company  does not enter into  speculative  hedges or
purchase or hold any derivative financial instruments for trading purposes.

A  discussion  of  the  Company's  accounting  policies  related  to  derivative
financial  instruments  is  included  in  Note 1 of the  Notes  to  Consolidated
Financial Statements in Item 8. Further information on the Company's exposure to
market  risk is  included  in Note 12 of the  Notes  to  Consolidated  Financial
Statements in Item 8.

The fair value of derivative commodity instruments  outstanding as of August 31,
2001, was $210,000.  A 10 percent  adverse  change in the  underlying  commodity
prices  upon  which  these  contracts  are based  would not result in a material
impact on future earnings.

The  Company's  earnings are also affected by  fluctuations  in the value of the
U.S.  dollar  compared  to foreign  currencies  as a result of  transactions  in
foreign markets.  The Company conducts non-U.S.  operations through subsidiaries
and joint ventures in, primarily, Argentina, Australia, Brazil, China, and South
Africa. At August 31, 2001, the result of a uniform 10 percent  strengthening in
the value of the dollar relative to the currencies in which our transactions are
denominated would not cause a material impact on earnings.

The Company utilizes fixed and variable-rate debt to maintain liquidity and fund
its  business  operations,   with  the  terms  and  amounts  based  on  business
requirements,  market  conditions and other  factors.  At August 31, 2001, a 100
basis point change to interest rates (with all other variables held constant) on
the portion of the Company's debt with variable  interest rates would not result
in a material change to the Company's interest expense or cash flow.


<PAGE>


PART II

ITEM 8.       CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
<TABLE>
<CAPTION>
                                                        INDEX

<S>                                                                                                        <C>
Financial Statements                                                                                       Page(s)

The following  consolidated  financial statements of Delta and Pine Land Company
and subsidiaries are submitted in response to Part II, Item 8:

       Report of Independent Public Accountants...............................................................23

         Management's Report     .............................................................................24

      Consolidated Statements of Income - for each of the three years in the
          period ended August 31, 2001........................................................................25

      Consolidated Balance Sheets - August 31, 2000 and 2001..................................................26

      Consolidated Statements of Cash Flows - for each of the three years in the
         period ended August 31, 2001.........................................................................27

      Consolidated Statements of Stockholders' Equity - for each of the three years
         in the period ended August 31, 2001..................................................................28

      Notes to Consolidated Financial Statements..............................................................29
</TABLE>






<PAGE>



                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THE BOARD OF DIRECTORS AND THE SHAREHOLDERS OF DELTA AND PINE LAND COMPANY:

We have audited the accompanying  consolidated  balance sheets of DELTA AND PINE
LAND COMPANY (a Delaware corporation) and subsidiaries as of August 31, 2000 and
2001,  and the  related  consolidated  statements  of  income,  cash  flows  and
stockholders'  equity for each of the three years in the period ended August 31,
2001.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of Delta and Pine Land
Company and  subsidiaries as of August 31, 2000 and 2001, and the results of its
operations  and its cash flows for each of the three  years in the period  ended
August 31, 2001, in conformity with accounting  principles generally accepted in
the United States.

Arthur Andersen LLP

Memphis, Tennessee,
October 26, 2001.



<PAGE>


MANAGEMENT'S REPORT:

The Company is  responsible  for preparing the financial  statements and related
information  appearing in this report.  Management  believes  that the financial
statements  present  fairly the  Company's  financial  position,  its results of
operations and its cash flows in conformity with accounting principles generally
accepted in the United  States.  In  preparing  its  financial  statements,  the
Company is required to include  amounts based on estimates and judgments that it
believes are reasonable under the circumstances.

The  Company  maintains   accounting  and  other  systems  designed  to  provide
reasonable  assurance  that  financial  records  are  reliable  for  purposes of
preparing  financial  statements and that assets are properly  accounted for and
safeguarded. Compliance with these systems and controls is reviewed by executive
management and the accounting  staff.  Limitations exist in any internal control
system,  recognizing  that the  system's  cost  should not  exceed the  benefits
derived.

The Board of Directors pursues its  responsibility  for the Company's  financial
statements  through its Audit  Committee,  which is composed solely of directors
who are not Company  officers or employees.  The Audit  Committee meets at least
annually with the independent public accountants and management. The independent
public  accountants have direct access to the Audit Committee,  with and without
the presence of management representatives.


<PAGE>



                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES

                        Consolidated Statements of Income

                         FOR THE YEARS ENDED AUGUST 31,

                    (In thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                                           1999             2000             2001
                                                                       -------------    -------------     ------------
<S>                                                                       <C>              <C>             <C>
NET SALES AND LICENSING FEES                                              $ 260,465        $ 301,181       $  305,806
COST OF SALES                                                              (170,127)        (201,814)        (200,236)
SPECIAL CHARGES                                                             (15,187)               -                -
                                                                       -------------    -------------     ------------
GROSS PROFIT                                                                 75,151           99,367          105,570
                                                                       -------------    -------------     ------------
OPERATING EXPENSES:
   Research and development                                                  18,702           18,685           19,924
   Selling                                                                   16,054           14,198           12,878
   General and administrative                                                11,624           13,104           14,797
                                                                       -------------    -------------     ------------
                                                                             46,380           45,987           47,599
SPECIAL CHARGES AND UNUSUAL INCOME ITEM                                     (10,997)          71,233           (6,301)
                                                                       -------------    -------------     ------------
OPERATING INCOME                                                             17,774          124,613           51,670
INTEREST (EXPENSE) INCOME, net                                               (3,502)             852            3,455
OTHER (EXPENSE) INCOME                                                       (3,747)              67           (4,255)
MINORITY INTEREST IN  LOSS / (EARNINGS) OF SUBSIDIARIES                         475              909             (390)
                                                                       -------------    -------------     ------------
INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF
ACCOUNTING CHANGE                                                            11,000          126,441           50,480
PROVISION FOR INCOME TAXES                                                   (3,427)         (44,150)         (18,173)
                                                                       -------------    -------------     ------------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING
     FOR START-UP COSTS                                                       7,573           82,291           32,307

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING FOR START-UP
COSTS                                                                             -          (2,965)                -
                                                                       -------------    -------------     ------------
NET INCOME                                                                    7,573          79,326            32,307
DIVIDENDS ON PREFERRED STOCK                                                    (96)           (128)             (160)
                                                                       -------------    -------------     ------------
NET INCOME APPLICABLE TO COMMON SHARES                                    $   7,477       $  79,198         $  32,147
                                                                       =============    =============     ============
BASIC EARNINGS PER SHARE                                                  $    0.19       $    2.06         $    0.84
                                                                       =============    =============     ============
WEIGHTED AVERAGE NUMBER OF SHARES
   USED IN PER SHARE CALCULATIONS - BASIC                                    38,438          38,496            38,473
                                                                       =============    =============     ============
DILUTED EARNINGS PER SHARE                                                $    0.18       $    1.98         $    0.81
                                                                       =============    =============     ============
WEIGHTED AVERAGE NUMBER OF SHARES
   USED IN PER SHARE CALCULATIONS - DILUTED                                  40,973          40,159            40,111
                                                                       =============    =============     ============
</TABLE>



The accompanying notes are an integral part of these consolidated statements.


<PAGE>


                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES

                           Consolidated BALANCE SHEETS

                                AS OF AUGUST 31,

               (In thousands, except share and per share amounts)
<TABLE>
<CAPTION>
                                                                                                 2000                2001
                                                                                            ---------------      --------------
ASSETS
CURRENT ASSETS:
<S>                                                                                              <C>                <C>
   Cash and cash equivalents                                                                     $ 87,467           $ 114,003
   Receivables, net                                                                               181,305             176,177
   Inventories                                                                                     35,278              36,745
   Prepaid expenses                                                                                 2,231               2,138
   Deferred income taxes                                                                            7,420               8,674
                                                                                           ---------------     ---------------
       Total current assets                                                                       313,701             337,737
PROPERTY, PLANT AND EQUIPMENT, NET                                                                 65,044              62,839
EXCESS OF COST OVER NET ASSETS OF
      BUSINESSES ACQUIRED, net of accumulated amortization of $686 and $772                         4,514               4,148
INTANGIBLES, net of accumulated amortization of $854 and $1,118                                     4,250               4,383
OTHER ASSETS                                                                                        2,625               2,414
                                                                                           ---------------      --------------
Total Assets                                                                                    $ 390,134           $ 411,521
                                                                                           ===============      ==============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES :
   Notes payable                                                                                 $  2,000           $   1,629
   Accounts payable                                                                                23,441              15,279
   Accrued expenses                                                                               164,702             175,085
   Income taxes payable                                                                            25,172              16,048
                                                                                           ---------------     ---------------
        Total current liabilities                                                                 215,315             208,041
                                                                                           ---------------     ---------------
LONG-TERM DEBT                                                                                      2,482               2,836
DEFERRED INCOME TAXES                                                                               4,975               4,706
COMMITMENTS AND CONTINGENCIES (Notes 7 and 13)
MINORITY INTEREST IN SUBSIDIARIES                                                                   7,734               7,530

STOCKHOLDERS' EQUITY:
Preferred stock, par value $0.10 per share;  2,000,000 shares authorized:  Series
A
   Junior  Participating  Preferred,  par value $0.10 per share;  456,989  shares
authorized;                                                                                           107                 107
   no shares issued or outstanding;  Series M Convertible  Non-Voting  Preferred,
par

   value $0.l0 per share;  1,066,667 shares  authorized,  issued and outstanding
Common stock, par value $0.10 per share; 100,000,000 shares

   authorized; 38,945,725 and 39,111,233 shares issued;
   38,377,759 and 38,543,267 shares outstanding                                                     3,895               3,911
Capital in excess of par value                                                                     45,096              48,406
Retained earnings                                                                                 123,552             149,923
Accumulated other comprehensive loss                                                               (3,146)             (4,063)
Treasury stock, at cost; 567,966 shares                                                            (9,876)             (9,876)
                                                                                                                --------------
                                                                                          ---------------
    Total stockholders' equity                                                                    159,628             188,408
                                                                                          ---------------      --------------
Total Liabilities and Stockholders' Equity                                                     $  390,134          $  411,521
                                                                                          ===============      ==============
</TABLE>




The  accompanying  notes  are an  integral  part of these  consolidated  balance
sheets.


<PAGE>


                  DELTA AND PINE LAND COMPANY AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                         FOR THE YEARS ENDED AUGUST 31,

                                 (in thousands)
<TABLE>
<CAPTION>
                                                                                  1999           2000          2001
                                                                              ----------    -----------     ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                               <C>           <C>           <C>
   Net Income                                                                    $ 7,573       $ 79,326       $ 32,307
   Adjustments to reconcile net income to net
      cash provided by operating activities:
      Depreciation and amortization                                                6,882          7,114          7,435
      Noncash items associated with special charges and disposition of             8,902            203          2,348
      assets
      Minority interest in net (loss) income of subsidiaries                        (475)          (909)           390
      Change in deferred income taxes                                             (7,704)         4,647         (1,523)
      Changes in assets and liabilities:
           Receivables                                                           (42,822)       (33,379)         5,128
           Inventories                                                            (4,416)        12,449         (1,257)
           Prepaid expenses                                                         (279)          (758)            93
           Accounts payable                                                       (3,320)         3,451         (8,162)
           Accrued expenses                                                       51,465         21,646         10,383
           Income taxes                                                           17,028         18,763         (8,669)
           Intangibles and other assets                                           (2,769)         1,438             89
                                                                              ----------    -----------     ----------
              Net cash provided by operating activities                           30,065        113,991         38,562
                                                                              ----------    -----------     ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                             (8,093)        (7,144)        (7,466)
  Sale of investments and property                                                   100            171            243
                                                                              ----------    -----------     ----------
              Net cash used in investing activities                               (7,993)        (6,973)        (7,223)
                                                                              ----------    -----------     ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of short-term debt                                                      (53,889)        (9,487)        (1,838)
Payments of long-term debt                                                       (38,185)       (33,000)       (19,269)
Dividends paid                                                                    (4,712)        (4,744)        (5,936)
Proceeds from long-term debt                                                       9,000         18,482         19,623
Proceeds from short-term debt                                                     56,500          7,668          1,467
Minority interest portion of investment in Subsidiaries                            6,459            250              -
Minority interest in dividends paid by Subsidiaries                                 (263)          (241)          (594)
Payments to acquire treasury stock                                                     -         (7,703)             -
Proceeds from exercise of stock options                                            1,974          2,273          2,871
                                                                              ----------    -----------    -----------
              Net cash used in financing activities                              (23,116)       (26,502)        (3,676)
                                                                              ----------    -----------    -----------
EFFECTS OF FOREIGN CURRENCY TRANSLATION GAINS (LOSSES)                               534           (601)        (1,127)
                                                                              ----------    -----------    -----------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                (510)        79,915         26,536
CASH AND CASH EQUIVALENTS, beginning of year                                       8,062          7,552         87,467
                                                                              ----------    -----------    -----------
CASH AND CASH EQUIVALENTS, end of year                                           $ 7,552       $ 87,467      $ 114,003
                                                                              ==========    ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid during the year for:
      Interest, net of capitalized interest                                      $ 3,600       $  1,100      $     500

      Income taxes                                                               $   600       $ 18,200      $  27,600

   Noncash financing activities:
      Tax benefit of stock option exercises                                      $ 3,400       $  1,700      $     500
</TABLE>

The accompanying notes are an integral part of these consolidated statements.


<PAGE>


                           DELTA AND PINE LAND COMPANY
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
               FOR THE YEARS ENDED AUGUST 31, 1999, 2000 AND 2001
                      (In thousands, except per share data)
<TABLE>
<CAPTION>

                                                                                           Accumulated
                                                                Capital in                    Other                      Total
                                      Preferred      Common      Excess of     Retained   Comprehensive   Treasury    Stockholders'
                                        Stock        Stock       Par Value     Earnings   Income/(Loss)    Stock        Equity
                                     -------------------------- ------------ ---------------------------------------- ------------
<S>                                     <C>         <C>          <C>           <C>          <C>          <C>                   <C>
Balance at August 31, 1998               $    107    $   3,847    $  35,840     $  46,109    $  (3,079)   $  (2,173)     $ 80,651

Net income                                      -            -            -         7,573             -            -        7,573
Foreign currency translation                    -            -            -             -           534            -          534
adjustment
                                                                                                                      ------------
     Total comprehensive income                                                                                             8,107
Exercise of stock options and
     tax benefit of stock option                -           19        5,339            -              -            -        5,358
exercises
Cash dividends, $0.12 per share                 -            -            -       (4,712)             -            -       (4,712)
                                     -------------------------- ------------ ---------------------------------------- ------------
Balance at August 31, 1999                    107        3,866       41,179        48,970        (2,545)      (2,173)      89,404
Net income                                      -            -            -        79,326             -            -       79,326
Foreign currency translation                    -            -            -             -          (601)           -         (601)
adjustment
                                                                                                                      ------------
      Total comprehensive income                                                                                           78,725
Exercise of stock options and tax
benefit                                         -           29        3,917             -             -            -        3,946
       of stock option exercises
Cash dividends, $0.12 per share                 -            -            -        (4,744)            -            -       (4,744)
Purchase of common stock                        -            -            -             -             -       (7,703)      (7,703)
                                     -------------------------- ------------ ---------------------------------------- ------------
Balance at August 31, 2000                    107        3,895       45,096       123,552        (3,146)      (9,876)     159,628

Net income                                      -            -            -        32,307             -            -       32,307
Foreign currency translation                    -            -            -             -        (1,127)           -       (1,127)
adjustment

Unrealized gain on hedging                      -            -            -             -           210            -          210
instruments

                                                                                                                      ------------
      Total comprehensive income                                                                                           31,390
Exercise of stock options and tax
benefit                                         -           16        3,310             -             -            -        3,326
       of stock option exercises
Cash dividends, $0.15 per share                 -            -            -       (5,936)             -            -      (5,936)
                                     -------------------------- ------------ ---------------------------------------- ------------
Balance at August 31, 2001               $    107    $   3,911    $  48,406     $ 149,923    $  (4,063)   $  (9,876)   $  188,408
                                     ========================== ============ ======================================== ============
</TABLE>

The accompanying notes are an integral part of these consolidated statements.


<PAGE>




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Delta and Pine Land Company and  subsidiaries  (the  "Company" or "D&PL") breed,
produce,  condition and market cotton and soybean  planting  seed. In connection
with its seed operations,  the Company farms approximately 2,500 acres,  largely
for the production of cotton and soybean foundation seed.

The Company  has annual  agreements  with  various  growers to produce  seed for
cotton and  soybeans.  The  growers  plant seed  purchased  from the Company and
follow quality assurance procedures required for seed production.  If the grower
adheres to  established  Company  quality  assurance  standards  throughout  the
growing season and if the seed meets Company quality standards upon harvest, the
Company may be obligated to purchase  specified  minimum  quantities  of seed at
prices equal to the commodity  market price of the seed,  plus a grower premium.
The Company then conditions the seed for sale as planting seed.

Basis of Presentation

The  accompanying  financial  statements  include the accounts of Delta and Pine
Land  Company  and its  subsidiaries.  Significant  inter-company  accounts  and
transactions have been eliminated in consolidation.

Special Charges/Unusual Items

2001

In August  2001,  D&PL  announced a series of actions to enhance  the  company's
ability to execute  its  long-term  growth  plans and  improve  performance  and
profitability.  The Company closed its Chandler,  Arizona facility, as of August
31, 2001, and reduced its operations and corporate staffs.  The Company recorded
a $6.3 million charge; $3.0 million for fixed asset write downs and $3.3 million
for  severance  and  related  benefits  in its fourth  quarter.  This  charge is
included  in  "SPECIAL  CHARGES AND  UNUSUAL  INCOME  ITEM" in the  accompanying
Consolidated Statements of Income.

2000

On May 8,  1998,  Delta and Pine Land  Company  ("DPLC")  entered  into a Merger
Agreement with Monsanto  Company  ("Monsanto"),  pursuant to which DPLC would be
merged with and into  Monsanto.  On December  20,  1999,  Monsanto  withdrew its
pre-merger  notification  filed  pursuant  to  the  Hart-Scott-Rodino  Antitrust
Improvements Act of 1976 ("HSR Act") effectively  terminating Monsanto's efforts
to gain  government  approval of the merger.  On December 30, 1999,  the Company
filed suit (the  "December 30 Suit") in the Circuit Court for the First Judicial
District of Bolivar County, Mississippi, seeking among other things, the payment
of the $81 million  termination  fee due pursuant to the merger  agreement,  and
compensatory damages and punitive damages for Monsanto's breach of contract.  On
January 2, 2000,  the  Company and  Monsanto  reached an  agreement  whereby the
Company would withdraw the December 30 Suit, and Monsanto would  immediately pay
the $81 million.  On January 3, 2000, Monsanto paid to the Company a termination
fee of $81 million,  as required by the merger  agreement,  which is  separately
presented as "SPECIAL  CHARGES AND UNUSUAL INCOME ITEM" net of related  expenses
in the accompanying Consolidated Statements of Income.

1999

In July 1999, D&PL announced a restructuring  program aimed to improve operating
efficiencies by consolidating  the Company's three domestic  divisions into one.
The  Company  recorded  a $2.0  million  charge in its  fourth  quarter  for the
severance  and related costs  associated  with this plan,  substantially  all of
which were paid prior to August 31,  1999.  This  charge is included in "SPECIAL
CHARGES AND UNUSUAL INCOME ITEM" in the accompanying  Consolidated Statements of
Income  as is $9.0  million  in costs  related  to the now  failed  merger  with
Monsanto.  In 1999, the Company wrote off inventory that was deemed to be excess
or obsolete.  The portion of this inventory  write-off deemed to be in excess of
normal levels ($15.2 million) is separately  presented as a component of cost of
sales.  Other income and expense includes a $3.7 million loss on the disposition
of fixed assets and other nonrecurring charges.

At August 31, 2001, all reserves  established in 2000,  1999 and prior years for
the above matters have been fully utilized.  At August 31, 2001  essentially all
amounts related to severance pay for the 2001 reorganization have been paid.

Cash Equivalents

Cash equivalents  include overnight  repurchase  agreements and other short-term
investments having an original maturity of less than three months.

Property, Plant and Equipment

Property,  plant and equipment are stated at cost. Depreciation and amortization
are provided for financial  reporting  purposes using the  straight-line  method
over the estimated useful lives of the assets.  Accelerated methods are used for
income tax  purposes.  The  estimated  useful  lives of the  various  classes of
property, in years, are as follows:

     Land improvements                                         5-20
     Buildings and improvements                               10-35
     Machinery and equipment                                   3-15
     Germplasm                                                10-15
     Breeder and foundation seed                                 40

The  germplasm,   breeder  and  foundation   seed  were  purchased  as  part  of
acquisitions and include amounts for specifically  identified  varieties and for
breeding stocks.  The amounts  associated with specific  varieties are amortized
over the  expected  commercial  life of those  varieties.  Breeding  stocks  are
amortized  over 40 years,  since they can be  revitalized  from time to time and
remain viable indefinitely after such revitalization.

Intangible Assets and Deferred Charges

Intangible assets consist of trademarks, patents and other intangible assets and
are being amortized using the straight-line method over 5 to 40 years. Excess of
cost  over net  assets  of  businesses  acquired  is being  amortized  using the
straight-line  method over 40 years  (amortization  will be  discontinued  as of
September  1, 2001 as  discussed  under  Recently  Issued  Financial  Accounting
Standards  below).  Organization  costs for foreign  ventures are amortized over
five years.

Foreign Currency Translation

Financial  statements  of foreign  operations  where the local  currency  is the
functional  currency are translated using exchange rates in effect at period end
for assets and  liabilities  and average  exchange  rates  during the period for
results  of   operations.   Financial   statements   of  foreign   entities   in
highly-inflationary  economies are translated as though the functional  currency
is the  United  States  currency.  Translation  adjustments  are  reported  as a
separate  component  of  stockholders'  equity.  Gains and losses  from  foreign
currency transactions are included in earnings.

Fair Value of Financial Instruments

The fair  value of the  Company's  financial  instruments  at  August  31,  2001
approximates their carrying value.

Income Taxes

The Company uses the liability method of accounting for income taxes. Under this
method,  deferred tax assets and liabilities are determined based on differences
between  financial  reporting  and tax bases of assets and  liabilities  and are
measured using enacted tax rates and laws.

Revenue Recognition

Revenues from domestic seed sales are generally recognized when seed is shipped.
Revenues from Bollgard and Roundup Ready  licensing fees are recognized when the
seed  is  shipped.   The  licensing   fees  charged  to  farmers  are  based  on
pre-established  planting  rates for each of eight  geographic  regions  and the
estimated  number  of seed  contained  in each bag  which  may vary by  variety,
location grown, and other factors.  International export revenues are recognized
upon the  later of when  seed is  shipped  or the date  letters  of  credit  are
confirmed. Generally,  international export sales are not subject to return. All
other  international  revenues from the sale of planting  seed,  less  estimated
reserves for returns, are recognized when the seed is shipped.

All of the  Company's  domestic seed  products  (including  Bollgard and Roundup
Ready  technologies) are subject to return or credit risks, which vary from year
to year. The annual level of returns and,  ultimately,  net sales are influenced
by  various  factors,   principally  commodity  prices  and  weather  conditions
occurring in the spring  planting  season during the Company's  third and fourth
quarters.  The Company  provides for  estimated  returns as sales occur.  To the
extent  actual  returns  differ from  estimates,  adjustments  to the  Company's
operating results are recorded when such differences become known,  typically in
the Company's fourth quarter. All significant returns occur or are accounted for
by fiscal year end.

Research and Development

All research and  development  costs incurred to breed and produce  experimental
seed are expensed.  Costs incurred to produce sufficient  quantities of planting
seed needed for  commercialization  are carried as inventory  until such seed is
sold.  Cotton lint and other  by-products of seed production are also carried as
inventory until sold.

Accounting for Stock-Based Compensation

Effective in fiscal 1996, the Company adopted the disclosure  provisions of SFAS
No. 123,  "Accounting  for  Stock-Based  Compensation."  In accordance  with the
provisions  of SFAS No. 123, the Company  applies  Accounting  Principles  Board
Opinion 25 and related  interpretations  in  accounting  for its employee  stock
option plans. See Note 14 for a summary of the pro forma effects on reported net
income and earnings  per share for fiscal 2001,  2000 and 1999 based on the fair
value of options and shares granted as prescribed by SFAS No. 123.

Derivative Financial Instruments

The Company uses various financial  instruments that are considered  derivatives
to mitigate its risk to variability  in cash flows related to soybean  purchases
and to  effectively  fix the cost of a  significant  portion of its  soybean raw
material inventory. The terms of the hedging derivatives used by the Company are
negotiated to approximate  the terms of the forecasted  transaction;  therefore,
the Company  expects the instruments  used in hedging  transactions to be highly
effective in offsetting changes in cash flows of the hedged items.  Realized and
unrealized  hedging  gains and  losses  are  recorded  as a  component  of other
comprehensive  income and are reclassified  into earnings in the period in which
the forecasted  transaction  affects  earnings  (i.e.,  is sold or disposed) and
generally  occurs  during  the  Company's  second  and  third  fiscal  quarters.
Quantities  hedged that do not exceed the forecasted  transactions are accounted
for as cash flow  hedges.  However,  to the extent  that the  quantities  hedged
exceed the  forecasted  transactions  due to  intra-season  changes to the sales
forecast where it is probable that the originally forecasted transaction will no
longer  occur,  the  Company  accounts  for  these  derivative   instruments  as
discontinued  cash flow hedges.  The Company does not enter into any  derivative
instruments  that  extend  into the future for more than one  fiscal  year.  The
Company  adopted  the  requirements  of SFAS  133,  "Accounting  for  Derivative
Instruments and Hedging Activities," September 1, 2000. The adoption of SFAS 133
did not have a material impact on the Company's financial statements.

Impairment of Assets

D&PL assesses  recoverability  and  impairment  of  intangible  assets and other
long-lived assets whenever events or changes in circumstances  indicate that the
carrying  amount may not be  recoverable.  D&PL  determines  if the  unamortized
balance can be recovered  through  projected future operating cash flows. If the
sum of the expected  future cash flows is less than the  carrying  amount of the
asset,  an  impairment  loss is  recognized  in  accordance  with SFAS No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of".  Otherwise,  an  impairment  loss is not  recognized,  and D&PL
continues  to  amortize  its  intangible  assets and other  assets  based on the
remaining estimated useful life.

Use of  Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of income and expenses during the reporting period.  Actual
results could differ from those estimates.

Reclassifications

Certain  prior year  amounts  have been  reclassified  to conform  with the 2001
presentation.

Recently Issued Financial Accounting Standards

SFAS No. 144,  "Accounting for the Impairment or Disposal of Long-Lived Assets,"
addresses the financial  accounting and reporting for the impairment or disposal
of long-lived  assets.  This  statement is effective for fiscal years  beginning
after  December 15, 2001, and interim  periods  within those fiscal years,  with
early application encouraged. Therefore, D&PL must adopt this statement no later
than September 1, 2002.  Management has not determined the impact,  if any, that
this statement will have on its  consolidated  financial  position or results of
operations.

SFAS No. 143, "Accounting for Asset Retirement Obligations," addresses financial
accounting  and  reporting for  obligations  associated  with the  retirement of
tangible  long-lived  assets and the associated  asset  retirement  costs.  This
statement  is  effective  for  fiscal  years  beginning  after  June  15,  2002.
Therefore,  D&PL must adopt this  statement  no later  than  September  1, 2002.
Management has not determined the impact,  if any, that this statement will have
on its consolidated financial position or results of operations.

SFAS No. 142,  "Goodwill and Other Intangible  Assets,"  addresses the financial
accounting  and reporting  for acquired  goodwill and other  intangible  assets.
Amortization  of  goodwill,   including   goodwill  recorded  in  past  business
combinations,  will cease upon  adoption of this  statement.  This  statement is
effective for fiscal years  beginning  after December 15, 2001,  however,  early
application  is permitted for entities with fiscal years  beginning  after March
15, 2001,  provided the first interim financial  statements have not been issued
previously.  Effective  September 1, 2001, the Company adopted SFAS 142 at which
time all goodwill  amortization ceased (fiscal 2002 goodwill  amortization would
have been  approximately  $366,000).  Other provisions of the statement  require
that goodwill be measured periodically for impairment. The impact of adoption on
the Company's  consolidated financial position and results of operations related
to those provisions has not yet been determined.

SFAS No.  141,  "Business  Combinations,"  requires  all  business  combinations
initiated  after June 30, 2001 to be accounted  for under the  purchase  method.
SFAS No. 141 also sets forth  guidelines  for applying  the  purchase  method of
accounting  in  the  determination  of  intangible  assets,  including  goodwill
acquired in a business combination, and expands financial disclosures concerning
business combinations  consummated after June 1, 2001. Management has determined
the  impact  of this  statement  will not  have an  effect  on its  consolidated
financial position or results of operations.

2.   INVENTORIES

Inventories at August 31, consisted of the following:

                               2000                         2001
                       -----------------------      ----------------------
 Finished goods        $    28,649,000                   $   31,835,000
 Raw materials              11,327,000                       12,515,000
 Growing crops               1,744,000                        2,218,000
 Supplies                    1,165,000                        1,162,000
                       -----------------------      ----------------------
                            42,885,000                       47,730,000
 Less reserves              (7,607,000)                     (10,985,000)
                       -----------------------      ----------------------
                       $    35,278,000                   $   36,745,000
                       =======================      ======================


Substantially  all finished  goods and raw  material  inventory is valued at the
lower of average  cost or market.  Growing  crops and  supplies  are recorded at
cost.

3.   PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at August 31, consisted of the following:

                                       2000                     2001
                              -----------------------    --------------------

Land and improvements                $     4,046,000           $   4,284,000
Buildings and improvements                37,759,000              38,777,000
Machinery and equipment                   46,239,000              48,279,000
Germplasm                                  7,500,000               7,500,000
Breeder and foundation seed                2,000,000               2,000,000
Construction in progress                   4,444,000               1,529,000
                              -----------------------    --------------------
                                         101,988,000             102,369,000
Less accumulated depreciation           (36,944,000)            (39,530,000)
                              -----------------------    --------------------

                                     $    65,044,000          $   62,839,000
                              =======================    ====================

4.     NOTES PAYABLE AND LONG-TERM DEBT

The Company had a syndicated  credit facility with three financial  institutions
which provided for aggregate unsecured borrowings of $110 million comprised of a
base  commitment of $55 million and a seasonal  commitment  of $55 million.  The
base commitment was a long-term loan that could be borrowed upon at any time and
was due April 1, 2001. The seasonal  commitment was a working  capital loan that
could be drawn upon from  September  1 through  June 30 of each  fiscal year and
expired April 1, 2001. Each commitment  offered variable and fixed interest rate
options and  required  the Company to pay  facility  or  commitment  fees and to
comply with certain financial covenants.

The  interest  rate charged for each loan was based on LIBOR plus 35 to 55 basis
points  depending on the achievement of certain  financial  ratios.  The average
interest  rate  was  5.6%,   7.26%  and  5.34%  during  1999,   2000  and  2001,
respectively.

The financial  covenants  required the Company to: (a) maintain a ratio of total
liabilities to tangible net worth at August 31, of less than or equal to 2.25 to
1 (4.0 to 1.0 at the Company's  fiscal quarter ends) (b) maintain a fixed charge
coverage  ratio at the end of each  quarter  greater than or equal to 2.0 to 1.0
and (c) maintain at all times tangible net worth of not less than the sum of (i)
$40 million,  plus (ii) 50% of net income (but not losses)  determined as of the
last day of each fiscal year,  commencing  with August 31, 1998.  This agreement
expired April 30, 2001 and was replaced with a $30 million unsecured credit line
with the same  covenants.  At August  31,  2000 and  2001,  the  Company  was in
compliance  with these  covenants.  The lenders  and the  Company are  currently
negotiating  a replacement  facility  that provides for unsecured  borrowings of
$100  million.  The lender and the  Company  have  executed a term sheet and are
finalizing the formal agreement.

5.   ACCRUED EXPENSES

Accrued expenses at August 31, consisted of the following:

                                             2000                   2001
                                       ------------------     ------------------
Bollgard and Roundup Ready
royalties and related expenses
   due Monsanto                             $128,581,000           $133,956,000
Sales returns and allowances                  11,285,000             16,383,000
Payroll                                        4,011,000              4,162,000
Other accrued expenses                        20,825,000             20,584,000
                                       ------------------     ------------------
                                           $ 164,702,000          $ 175,085,000
                                       ==================     ==================
6.   INCOME TAXES

The provisions for income taxes for the years ended August 31,  consisted of the
following:
<TABLE>
<CAPTION>
                                  1999                        2000                       2001
                             ---------------            -----------------          -----------------
         Current-
<S>                             <C>                          <C>                       <C>
             Federal            $ 9,628,000                  $43,452,000               $ 16,972,000
             State                  858,000                    1,647,000                  2,064,000
         Deferred               (7,059,000)                    (949,000)                  (863,000)
                             ---------------            -----------------          -----------------
                                $ 3,427,000                  $44,150,000               $ 18,173,000
                             ===============            =================          =================
</TABLE>

The differences  between the statutory federal income tax rate and the effective
rate are as follows:
<TABLE>
<CAPTION>
                                                                                1999            2000           2001
                                                                             -----------     -----------    ------------

<S>                                                                               <C>             <C>             <C>
           Statutory rate                                                         35.0%           35.0%           35.0%
           Increases (decreases) in tax resulting from:
              State taxes, net of federal tax benefit                              2.3             0.7             2.4
              Research and development tax credits                                (8.6)           (0.4)           (1.0)
              Tax effects resulting from non deductible costs
                   and foreign activities                                         (1.2)           (1.1)           (1.7)
              Other                                                                3.7             0.6             1.3
                                                                             -----------     -----------    ------------
           Effective rate                                                         31.2%           34.8%           36.0%
                                                                             ===========     ===========    ============
</TABLE>




Deferred income taxes at August 31, consisted of the following:

  Deferred tax assets:                         2000                2001
                                          ----------------    ----------------
         Inventory                            $ 3,821,000         $ 4,098,000
         Seed claims                              582,000           1,635,000
         Other                                  3,649,000           3,818,000
                                          ----------------    ----------------
                                              $ 8,052,000         $ 9,551,000
                                          ================    ================
  Deferred tax liabilities:

         Property                           $ (5,285,000)        $(5,034,000)
         Other                                  (322,000)           (549,000)
                                                              ----------------
                                          ----------------
                                              (5,607,000)         (5,583,000)
                                          ----------------    ----------------
         Net deferred income taxes            $ 2,445,000         $ 3,968,000
                                          ================    ================

Income  taxes  have not been  provided  for the  undistributed  earnings  of the
Company's  foreign  subsidiaries,   either  because  any  income  taxes  on  the
distribution  of  those  earnings  in the  form of  dividends  would  be  offset
substantially by foreign tax credits, or because the Company intends to reinvest
those earnings  indefinitely.  It is not  practicable to estimate the income tax
liability  that might be incurred if such  earnings  were remitted to the United
States.

7.   LEASES

The  Company  leases  real  estate  and  machinery  and  equipment  used  in its
operations.  Substantially  all rent  expense is recorded as cost of sales.  The
Company has no capital  leases.  Future minimum rental payments after 2001 under
operating leases with initial or remaining noncancellable terms in excess of one
year are as follows:

                         2002      $        462,000
                         2003      $        136,000
                         2004      $         29,000
                         2005      $              -
                         2006      $              -

Rent and lease expense including land rent approximated  $2,993,000,  $3,354,000
and $3,182,000 in 2001, 2000 and 1999, respectively.


<PAGE>


8. EMPLOYEE BENEFIT PLANS

Defined Benefit Plan

Substantially all full-time  employees are covered by a noncontributory  defined
benefit  plan  (the  "Plan").   Benefits  are  paid  to   employees,   or  their
beneficiaries, upon retirement, death or disability based on their final average
compensation  over the  highest  consecutive  five years.  Plan  assets  consist
primarily of U.S.  government  securities and common stock and are managed by an
independent   portfolio  manager.  The  Company's  funding  policy  is  to  make
contributions  to the  Plan  that  are at least  equal  to the  minimum  amounts
required to be funded in accordance with the provisions of ERISA.

Effective  January  15,  1992,  the  Company  adopted a  Supplemental  Executive
Retirement Plan (the "SERP"),  which will pay  supplemental  pension benefits to
certain  employees  whose  benefits from the Plan were  decreased as a result of
certain  changes made to the Plan.  The  benefits  from the SERP will be paid in
addition to any benefits the participants may receive under the Plan and will be
paid from Company assets, not Plan assets.

The Company has adopted SFAS No. 132, "Employers' Disclosures About Pensions and
Other  Postretirement  Benefits."  The  measurement  of Plan and SERP assets and
obligations  was  performed  as of June  30.  The  following  table  provides  a
reconciliation  of the changes in the Plan's and SERP's benefit  obligations and
fair value of assets over the  two-year  period  ended  August 31,  2001,  and a
statement of the funded status as of August 31, 2000 and 2001.
<TABLE>
<CAPTION>

                                                                      Plan                             SERP
                                                 ------------------------------------    -----------------------------------
                                                        2000             2001                  2000            2001
                                                 ----------------    ----------------    ---------------   -----------------
CHANGE IN BENEFIT OBLIGATIONS
<S>                                               <C>                  <C>              <C>                   <C>
Benefit obligation at beginning of  year          $ 10,387,000         $ 11,223,000     $      643,000        $   642,000
     Service cost                                      571,000              634,000              6,000              7,000
     Interest cost                                     754,000              815,000             46,000             46,000
     Actuarial  loss (gain)                            229,000              (90,000)             8,000            (94,000)
     Benefits paid                                    (718,000)            (677,000)           (61,000)           (54,000)
                                                 ----------------    ----------------    ---------------   -----------------
Benefit obligation at end of year                 $ 11,223,000         $ 11,905,000     $      642,000        $   547,000
                                                 ================    ================    ===============   =================
CHANGE IN PLAN ASSETS
Fair value of plan assets at beginning of year    $ 11,213,000         $ 12,123,000    $       641,000        $   642,000
     Actual return on plan assets                    1,722,000           (1,144,000)            64,000            (47,000)
     Benefits paid                                   (718,000)             (677,000)           (61,000)           (54,000)
     Expenses                                         (94,000)              (71,000)            (2,000)            (1,000)
                                                 ----------------    ----------------    ---------------   -----------------
Fair value of plan assets at end of year          $ 12,123,000         $ 10,231,000     $      642,000        $   540,000
                                                 ================    ================    ===============   =================
Funded status                                       $  900,000        $  (1,674,000)          $      -        $    (7,000)
Unrecognized transition obligation                     184,000               65,000                  -                  -
Unrecognized prior service cost                         50,000               47,000                  -                  -
Unrecognized net (gain) loss                        (2,160,000)             102,000                  -              9,000
                                                ----------------     ----------------   ----------------  -----------------
Accrued pension cost                              $(1,026,000)         $(1,460,000)           $      -       $      2,000
                                                ================     ================   ================  =================
</TABLE>



<PAGE>
<TABLE>
<CAPTION>
Periodic Pension Expense:
                                                      Plan                                           SERP
                                ----------------------------------------------- ----------------------------------------------
                                      1999            2000           2001           1999             2000           2001
                                ----------------  ------------- --------------- --------------  --------------- --------------
<S>                             <C>                  <C>        <C>             <C>                <C>          <C>
Service cost                    $       482,000      $ 571,000  $      634,000  $      39,000      $     6,000  $       7,000
Interest cost on projected
benefit                                 687,000        754,000         815,000         43,000           46,000         46,000
  obligation
Expected  return on                    (850,000)      (974,000)     (1,055,000)       (43,000)         (55,000)       (55,000)
assets
Amortization of transitional
  obligation                            119,000        120,000         119,000              -                -              -
Net unrecognized  (gain)/loss
  and amortization                      (52,000)       (58,000)        (79,000)        20,000          (38,000)             -
                                  --------------  -------------  -------------- --------------  ---------------  -------------
Net periodic pension
  expense/(income)                      386,000        413,000         434,000         59,000          (41,000)        (2,000)
                                  ==============  =============  ============== ==============  ===============  =============
Company contributions           $       700,000        $     - $             -      $  85,000         $      - $            -
                                ================  =============  ============== ==============  ===============  =============
</TABLE>


The actuarial present value of the projected benefit  obligation of the Plan and
the SERP was determined using a discount rate of 7.5% in 2000 and 7.25% in 2001,
with  assumed  salary  increases  of 4% in 2000 and 2001 to age 65. The expected
long-term  rate of return on assets was 9% in 2000 and 2001.  Prior service cost
is amortized over 15 years.

Defined Contribution Plan

D&PL sponsors a defined  contribution  plan under Section 401(k) of the Internal
Revenue Code which covers  substantially all full-time employees of the Company.
The Company,  at its option,  may elect to make  matching  contributions  to the
Plan. No matching contributions were made in 1999, 2000 or 2001.

9. MAJOR CUSTOMERS

In fiscal 1999,  2000,  and 2001 seed sales to each of three  customers  and the
related  licensing  fees  ultimately  billed to farmers  for sales made by these
customers for  transgenic  products  comprised  more than 10% of total sales and
licensing fees. The table below presents the approximate  amount of annual sales
including technology fees to each of the customers.  These amounts were reported
in the Company's domestic segment.

   Customer            1999                  2000                  2001
---------------  ------------------   -------------------   -------------------
      A                $34,615,000           $34,246,000           $31,833,000
      B                 50,767,000            51,938,000            54,937,000
      C                 74,710,000            69,951,000            72,358,000

10. BUSINESS SEGMENT INFORMATION

The  Company  is in a single  line of  business  and  operates  in two  business
segments,  domestic and international.  The Company's  reportable segments offer
similar products;  however, the business units are managed separately due to the
geographic dispersion of their operations.  D&PL breeds,  produces,  delints and
conditions,  and markets  proprietary  varieties of cotton  planting seed in the
United States.  D&PL also breeds,  produces,  conditions and distributes soybean
planting seed in the United  States.  The  international  segment offers similar
cottonseed in several foreign  countries.  The Company  develops its proprietary
seed products  through  research and development  efforts  throughout the United
States and certain foreign  countries.  The Company's  chief operating  decision
maker utilizes revenue  information in assessing  performance and making overall
operating  decisions and resource  allocations.  Profit and loss  information is
reported  by segment to the chief  operating  decision  maker and the  Company's
Board of  Directors.  The  accounting  policies of the  segments are the same as
those described in the summary of significant accounting policies.

Information  about the  Company's  segments for the years ended August 31, is as
follows (in thousands):
<TABLE>
<CAPTION>
                                             1999                   2000                      2001
                                        ---------------       ------------------       --------------------
Net sales
<S>                                    <C>                         <C>                       <C>
     Domestic                          $      233,949              $   270,205               $    261,883
     International                             26,516                   30,976                     43,923
                                       ---------------       ------------------       --------------------
                                       $      260,465              $   301,181               $    305,806
                                       ===============       ==================       ====================
Operating income/(loss)
     Domestic                          $       19,856              $   120,305               $     43,429
     International                             (2,082)                   4,308                      8,241
                                       ---------------       ------------------       --------------------
                                       $       17,774              $   124,613               $     51,670
                                       ===============       ==================       ====================
Capital expenditures
     Domestic                          $        3,824              $     6,805               $      6,594
     International                              4,269                      339                        872
                                       ---------------       ------------------       --------------------
                                       $        8,093               $    7,144                $     7,466
                                       ===============       ==================       ====================
</TABLE>

Information about the financial  position of the Company's segments as of August
31, is as follows (in thousands):

                                          2000                    2001
                                    -----------------        ----------------
Long-term assets
    Domestic                               $ 62,033                $ 60,215
    International                            14,400                  13,569
                                    ----------------         ----------------
                                           $ 76,433                $ 73,784
                                    ================         ================
Total assets
    Domestic                              $ 367,600               $ 382,879
    International                            22,534                  28,642
                                    -----------------        ----------------
                                          $ 390,134               $ 411,521
                                    =================        ================

11.  RELATED PARTY TRANSACTIONS

A partner of a law firm that  represents  the Company is also a stockholder  and
serves as  corporate  secretary.  The  Company  paid  legal fees to that firm of
approximately  $740,000,   $943,000,  and  $833,000  in  1999,  2000  and  2001,
respectively.

During 1999, 2000 and 2001 the Institute of Molecular Agrobiology ("IMA"), which
is owned by the National  University of Singapore  and the National  Science and
Technology Board of Singapore,  conducted  contract  research upon the Company's
instruction  related to the  development  of certain  technologies  for varietal
crops such as cotton and  soybeans.  The Company  paid  approximately  $340,000,
$296,000 and $406,000 in 1999,  2000 and 2001,  respectively,  for such research
projects.

Dr. Chua, a member of the Board of Directors of the Company, was the Chairman of
the  Management  Board of  Directors  of IMA  until  September  2000 and  Deputy
Chairman from that time until  September 2001 and was also Chairman of the Board
of an  affiliate  of IMA,  IMAGEN,  until August  2001.  IMAGEN,  together  with
Singapore  Bio-Innovations  Pte.  Ltd.,  STIC  Investments  Pte.  Ltd., and OCBC
Wearnes and Walden  Investments  Pte.  Ltd.,  own 20% of the stock of D&PL China
Pte. Ltd.

In 1999,  the Company sold at a loss of  approximately  $1.1 million its site at
Centre,  Alabama to an entity  that is  controlled  by an officer  who is also a
shareholder.  This  shareholder  was an officer and shareholder of the Sure Grow
Companies at the time of their acquisition by D&PL.

12. DERIVATIVE FINANCIAL INSTRUMENTS

Net losses of $631,000  were deferred to other  comprehensive  income during the
year ended August 31, 2001.  During the year ended August 31, 2001,  $841,000 of
losses  that  previously  had been  deferred to other  comprehensive  income was
reclassified  from equity into current year net income,  of which $205,000 arose
in the fourth quarter due to positions that were opened and closed in the fourth
quarter.  These charges are  reflected as a component of cost of sales.  For the
year ended August 31, 2001, the Company  recorded no gains or losses in earnings
as a result of hedge  ineffectiveness  or discontinuance of cash flow hedges. At
August 31,  2001,  the deferred  gain of  $210,000,  reflected as a component of
accumulated other  comprehensive  loss, includes realized gains of approximately
$84,000.  If the value of the  underlying  commodity  does not  change  from the
quarter  ended August 31, 2001,  the deferred  gain would be  reclassified  into
earnings   within  the  next  fiscal  year.  The  actual  amount  that  will  be
reclassified  in  earnings  may vary from this  amount as a result of changes in
market conditions.

13.  COMMITMENTS AND CONTINGENCIES

Product Liability Claims

The Company is named as a defendant in various lawsuits that allege, among other
things, that certain of the Company's products (including Monsanto's technology)
did not  perform as the farmer had  anticipated  or  expected.  In many of these
suits,  Monsanto and, in some cases, the  distribution/dealer  who sold the seed
were also named.  In all cases where the seed sold  contained  either or both of
Monsanto's  Bollgard  and Roundup  Ready gene  technologies,  D&PL  tendered the
defense of these  cases to Monsanto  and  requested  indemnity.  Pursuant to the
terms of the February 2, 1996 Bollgard Gene License and Seed Services  Agreement
(the "Bollgard  Agreement")  and the February 2, 1996 Roundup Ready Gene License
and Seed Services  Agreement  (the "Roundup Ready  Agreement")  (both as amended
December 8, 1999) D&PL has a right to be  contractually  indemnified by Monsanto
against all claims  arising out of the failure of  Monsanto's  gene  technology.
Some of the product  liability  lawsuits contain varietal claims which are aimed
solely at the Company.  D&PL does not have a right to indemnification,  however,
from Monsanto for any claims involving varietal characteristics separate from or
in addition to the failure of the Monsanto technology. The Company believes that
the  resolution  of  these  matters  will  not  have a  material  impact  on the
consolidated  financial  statements.  The Company  intends to vigorously  defend
itself in these matters. See Part I, Item III for a discussion of each case.

Other Matters

On May 15, 2000, several farmers and a seller of farm supplies filed suit in the
United  States  District  Court for the  Northern  District of Alabama,  against
Monsanto,  the Company, and D&M International,  LLC (a joint venture of Monsanto
and the Company) under federal antitrust laws and requested class certification.
Plaintiffs  claim that defendants  have: (1) unlawfully  attempted to monopolize
the U.S.  cotton seed and herbicide  market in violation of ss. 2 of the Sherman
Act; (2) monopolized  the U.S. cotton seed and herbicide  market in violation of
ss. 2 of the Sherman Act; (3) conspired to  unreasonably  restrain  trade in the
U.S. cotton seed and herbicide  market in violation of ss. 1 of the Sherman Act;
and (4) engaged in unlawful  tying of cotton seed and  herbicide in violation of
ss. 3 of the Clayton  Act.  Plaintiffs  demand  unspecified  antitrust  damages,
including treble and compensatory damages,  plus costs of litigation,  including
attorneys' fees. In July 2000, the Company answered the complaint and in October
2000,  moved for  dismissal  of the action on the ground  that  plaintiffs  have
failed to allege any conduct or action by the Company that  violates the federal
antitrust laws. Discovery has not commenced. On October 22, 2001, the Magistrate
Judge to whom the case is assigned recommended that Monsanto's and DPL's motions
to dismiss the  complaint  be granted  with the  plaintiffs  having the right to
replead and file a revised complaint within 30 days. The Court has not yet acted
on the Magistrate Judge's recommendation.

In December 1999,  Mycogen Plant Science,  Inc.  ("Mycogen") filed a suit in the
Federal Court of Australia  alleging that Monsanto  Australia  Ltd.,  Monsanto's
wholly-owned  Australian  subsidiary,  and Deltapine Australia Pty. Ltd., D&PL's
wholly-owned  Australian  subsidiary,  have  been  infringing  two of  Mycogen's
Australian  patents by making,  selling,  and  licensing  cotton  planting  seed
expressing insect  resistance.  The suit seeks injunction against continued sale
of seed  containing  Monsanto's  Ingard(R)  gene and recovery of an  unspecified
amount of damages.  The  litigation  is  currently  in  discovery  and  pretrial
proceedings. Consistent with its commitments, Monsanto has agreed to defend D&PL
in this suit and to indemnify D&PL against damages, if any are awarded. Monsanto
is providing  separate  defense counsel for D&PL. D&PL is assisting  Monsanto to
the extent reasonably necessary.

In November  1999,  Bios  Agrosystems  S.A.  ("Bios"),  a former  distributor of
SureGrow brand cottonseed in Greece,  brought suit in the U.S. District Court in
Delaware against D&PL International Technology, D&PL's subsidiary, to enjoin the
termination of its  distributorship  which was to become effective at the end of
November 1999. The suit demanded a declaratory  judgment that the termination is
not effective and compensatory  and punitive  damages for wrongful  termination.
Bios also filed a request for arbitration and a parallel suit seeking injunctive
relief in a Greek court.  In January 2000,  the U. S. District  Court denied the
request for an injunction to prevent  termination of Bios'  distributorship  and
subsequently enjoined Bios from proceeding with parallel litigation in the Greek
courts.  Bios  appealed  to the United  States  Court of  Appeals  for the Third
Circuit. In March 2001, Bios gave notice that it was dismissing its appeal. Bios
has not  indicated  whether or not it will  continue  to seek to  arbitrate  its
claims.  D&PL believes this litigation will be resolved  without material effect
on  D&PL's  combined  financial  condition  and  without  interference  with the
distribution of SureGrow brand cottonseed in Greece.

A corporation  owned by the son of the Company's former  Guatemalan  distributor
sued in 1989  asserting  that  the  Company  violated  an  agreement  with it by
granting  to another  entity an  exclusive  license in certain  areas of Central
America and southern  Mexico.  The suit seeks  damages of  5,300,000  Guatemalan
quetzales  (approximately  $650,000 at current exchange rates) and an injunction
preventing the Company from distributing seed through any other licensee in that
region.  The  Guatemalan  court,  where  this  action is  proceeding,  has twice
declined  to  approve  the  injunction  sought.  Management  believes  that  the
resolution  of the  matter  will not have a  material  impact  on the  Company's
consolidated financial statements.  The Company continues to offer seed for sale
in Guatemala.

U.S. Department of Justice - Civil Investigation Demands

On July 18, 1996, the United States  Department of Justice,  Antitrust  Division
("USDOJ"),   served  a  Civil  Investigative  Demand  ("CID")  on  D&PL  seeking
information  and  documents  in  connection  with  its   investigation   of  the
acquisition  by D&PL of the stock of Arizona  Processing,  Inc.,  Ellis Brothers
Seed, Inc. and Mississippi Seed, Inc. (which own the outstanding common stock of
Sure Grow Seed,  Inc).  The CID states that the USDOJ is  investigating  whether
these  transactions may have violated the provisions of Section 7 of the Clayton
Act, 15 USC ss.18.  D&PL has  responded to the CID,  employees  were examined in
1997 by the USDOJ,  and D&PL is  committed to full  cooperation  with the USDOJ.
D&PL believes that it has  demonstrated  to the USDOJ that this  acquisition did
not constitute a violation of the Clayton Act or any other  anti-trust  law. The
USDOJ has taken no further action in connection with the 1996 CID.

On August 9, 1999, D&PL and Monsanto received Civil  Investigative  Demands from
the  USDOJ,  seeking to  determine  whether  there  have been any  inappropriate
exchanges of information  between Monsanto and D&PL or if any prior acquisitions
are likely to have substantially lessened competition in the sale or development
of cottonseed or cottonseed  genetic traits.  D&PL is complying with the USDOJ's
request for  information  and documents and with the recent Civil  Investigative
Demand.   In  September  1999,  D&PL  complied  with  the  USDOJ's  request  for
information and documents in the 1999 CID. The USDOJ has taken no further action
directed toward D&PL in connection with the 1999 CID.

14.  STOCKHOLDERS' EQUITY

Preferred Stock

The Board of Directors  of D&PL is  authorized,  subject to certain  limitations
prescribed  by law,  without  further  stockholder  approval,  to issue up to an
aggregate of 2,000,000 shares of Preferred Stock, in one or more series,  and to
determine or alter the designations, preferences, rights and any qualifications,
limitations or restrictions on the shares of each such series thereof, including
dividend rights,  dividend rates,  conversion  rights,  voting rights,  terms of
redemption  (including  sinking fund  provisions),  redemption  price or prices,
liquidation  preferences  and the  number of shares  constituting  any series or
designations of such series.

In  August  1996,  the Board of  Directors  adopted a  Stockholder  Rights  Plan
("Rights  Plan") and declared a dividend of one preferred  stock  purchase right
("right") for each outstanding share of D&PL's Common Stock. Similar rights have
been,  and  generally  will be,  issued in respect of Common Stock  subsequently
issued. Each right becomes  exercisable,  upon the occurrence of certain events,
for one  one-hundredth  of a share of  Series A Junior  Participating  Preferred
Stock,  $0.10 par value, at a purchase price of $175 per one  one-hundredth of a
Preferred Share, subject to adjustment.  In the event that D&PL is acquired in a
merger or other business  combination  transaction  not approved by the Board of
Directors, each holder of a right shall have the right to receive that number of
shares of common stock of the surviving  company which would have a market value
of two times the exercise price of the right. The Board of Directors  previously
approved the Monsanto  merger and modified the Rights Plan to  deactivate it for
such merger. Upon the merger termination, the Board rescinded that deactivation.
Under the Rights Plan, 456,989 shares of Series A Junior Participating Preferred
Stock have been reserved.  The rights  currently are not exercisable and will be
exercisable  only if a person or group acquires  beneficial  ownership of 15% or
more of D&PL's outstanding  shares of Common Stock. The rights,  which expire on
August 30, 2006, are  redeemable in whole,  but not in part, at D&PL's option at
any time for a price of $0.01 per right.

D&PL  issued  1,066,667  shares  (after  effect  of stock  splits)  of  Series M
Convertible  Non-voting  Preferred Stock, as  consideration  for the purchase in
1996 of Hartz  Cotton,  Inc.  from  Monsanto.  The holders of Series M Preferred
Stock are  entitled to receive  dividends  at the same rate per share as is paid
from time to time on each share of the Common Stock of D&PL,  and no more,  when
and as  declared  by the Board of  Directors.  In the event of any  liquidation,
dissolution or winding up of D&PL, either voluntary or involuntary,  the holders
of Series M  Preferred  Stock  shall be  entitled  to  receive,  prior to and in
preference to any  distribution to holders of Common Stock or any other class of
security of D&PL,  $10.452 per share of Series M Preferred  Stock.  The Series M
Preferred  Stock is convertible  beginning  upon the seventh  anniversary of the
date on which the Series M Preferred Stock was issued or the occurrence of other
specified events, whichever occurs first.

Stock Option Plans

The 1993 Stock Option Plan authorized options to purchase up to 2,560,000 shares
(after  effect of all stock  splits) of Common Stock at an option price not less
than the market price on the date of grant.

The 1995 Long-Term  Incentive  Plan, as amended and restated in March 2000, (the
"LTIP") allows for the awarding of stock options to officers,  key employees and
directors.  The amended and  restated  1995 plan  eliminates  the ability of the
Board of  Directors to award stock  appreciation  rights,  restricted  shares of
common stock and  performance  units.  Under the LTIP,  5,120,000  shares (after
effect of stock  splits  through  November  1997) of  Common  Stock of D&PL were
available  for  grant.  Shares  subject  to  options  and  awards  which  expire
unexercised  are available for new option grants and awards.  New members of the
Board of Directors receive automatic grants of 62,222 shares upon being named to
the Board and each director is given an additional  annual grant of 2,666 shares
for each of the second  through sixth years each director  serves as such (which
grants began in February 1998). At the March 30, 2000 Annual Meeting,  the Board
of Directors  agreed to grant  options to each Director for 80,000 shares of the
Company  Common  Stock.  Such  options are  exercisable  ratably over five years
commencing after one year from the date of grant.

Additional  information  regarding options granted and outstanding is summarized
below:
<TABLE>
<CAPTION>
Stock Options                           Number of
                                         Shares                 Price Range

                                      --------------     --------------------------
<S>                                       <C>                   <C>          <C>
Outstanding at August 31,1998             3,320,467             4.67         49.31
Granted                                      70,996            32.80         37.80
Exercised                                  (194,948)            4.67         26.82
Lapsed or canceled                          (53,558)           10.69         41.97
                                      --------------     ------------    ----------
Outstanding at August 31, 1999            3,142,957             4.67         49.31
Granted                                   1,785,443            16.91         19.81
Exercised                                  (281,160)            4.67         26.82
Lapsed or canceled                         (209,620)           10.69         48.56
                                      --------------     ------------    ----------
Outstanding at August 31, 2000            4,437,620             4.67         49.31
Granted                                      84,218            23.68         25.19
Exercised                                  (165,508)            4.67         22.36
Lapsed or canceled                         (300,370)           15.71         49.31
                                      --------------     ------------    ----------
Outstanding at August 31, 2001            4,055,960           $ 4.67       $ 49.31
                                      ==============     ============    ==========
</TABLE>





<PAGE>


The pro forma  effects of the total  compensation  expense  that would have been
recognized under SFAS No. 123 are as follows:
<TABLE>
<CAPTION>
                                                                               August 31,
(Dollars in thousands, except per share data)                  1999               2000                2001
--------------------------------------------------------- ---------------  -------------------  ----------------
<S>                                                            <C>                 <C>            <C>
Pro forma compensation cost                                    $   3,621           $    4,568     $       5,743
Net income applicable to common shares, as reported                7,477               79,198            32,147
Pro forma net income                                               3,856               74,630            26,404
Basic earnings per share, as reported                               0.19                 2.06              0.84
Pro forma basic earnings per share                                  0.10                 1.94              0.69
Diluted earnings per share, as reported                             0.18                 1.98              0.81
Pro forma diluted earnings per share                           $    0.10            $    1.86     $        0.66
</TABLE>

The  determination  of fair  value is only  required  for stock  options  issued
beginning in fiscal 1996. The weighted average fair values of options granted in
fiscal  1999,   2000  and  2001  were  $19.24,   $9.61  and  $10.41  per  share,
respectively.  D&PL utilized the Black-Scholes  Option Pricing Model to estimate
the fair value of stock options granted using the following assumptions:

                                 1999                2000            2001
                              ---------------  ---------------   --------------
Expected dividend yield                    3%               3%               3%
Expected option lives                 5 years          5 years          5 years
Expected volatility                    64.41%           51.88%           39.09%
Risk-free interest rates                6.29%            5.96%            5.86%


The  following  table  summarizes  certain  information  about  outstanding  and
exercisable stock options ended August 31, 2001:
<TABLE>
<CAPTION>
                                                          Options Outstanding            Options Exercisable
                             ---------------------------------------------------   --------------------------------------
                                            Weighted Average
                                               Remaining            Weighted                           Weighted
                                            Contractual Life        Average                            Average
Exercise Price Range        Number              in Years            Exercise          Number           Exercise
                          Outstanding                                Price          Outstanding         Price
---------------------    --------------    -------------------    -------------    --------------    -------------
<S>         <C>              <C>                  <C>                <C>               <C>              <C>
  $ 4.67 to 16.50            1,029,251            3.48               $ 8.73            1,004,960        $ 8.55
  $ 16.91 to 28.90           2,886,717            7.23              $ 21.62            1,258,166       $ 22.63
  $ 32.80 to 39.19              86,992            7.22              $ 35.85               37,996       $ 35.98
  $ 41.69 to 49.31              53,000            6.62              $ 45.95               31,800       $ 45.95
</TABLE>


Treasury Stock

In February 2000, the Board of Directors authorized a program for the repurchase
of up to $50 million of the Company's common stock. The shares repurchased under
this program are to be used to provide for option  exercises,  conversion of the
Company's Series M Convertible Non-Voting Preferred shares and for other general
corporate  purposes.  At August 31, 2001,  the Company had  repurchased  453,700
shares at an aggregate  purchase price of  approximately  $7,703,000  under this
program.  The Company purchased no additional shares under this plan in the year
ended August 31, 2001.  Subsequent to August 31, 2001,  the Company  repurchased
approximately 200,000 shares.

Earnings Per Share

Dilutive  common  share  equivalents  consist  of both  the  Company's  Series M
Convertible  Non-Voting Preferred Shares and outstanding stock options under the
Company's  1993  Stock  Option  Plan  and the  1995  Long-Term  Incentive  Plan.
Approximately  142,000,  781,000 and 748,000  outstanding stock options were not
included in the  computation  of diluted  earnings per share for the years ended
August  31,  1999,  2000 and 2001,  respectively,  because  the  effect of their
exercise was not  dilutive  based on the average  market price of the  Company's
common stock for each  respective  reporting  period.  These  options  expire at
various dates from 2006 to 2011.
<TABLE>
<CAPTION>
                                                                       For the Twelve Months Ended August 31,
                                                                      ---------------------------------------
                                                                 1999                2000                2001
                                                           -----------------    ----------------    ---------------
Basic Earnings per Share:
<S>                                                        <C>                  <C>                 <C>
Net income per share before cumulative effect of
accounting change                                          $           0.19     $          2.14     $         0.84
Cumulative effect of accounting change
                                                                          -               (0.08)                 -
                                                           -----------------    ----------------    ---------------
Net income                                                 $           0.19     $          2.06     $         0.84
                                                           =================    ================    ===============

Diluted Earnings per Share:
Net income per share before cumulative effect of
accounting change                                          $           0.18     $          2.05     $         0.81
Cumulative effect of accounting change
                                                                          -               (0.07)                 -
                                                           -----------------    ----------------    ---------------
Net income                                                 $           0.18     $          1.98     $         0.81
                                                           =================    ================    ===============
Number of shares used in basic earnings per
share calculations                                                   38,438              38,496             38,473
                                                           =================    ================    ===============
Number of shares used in diluted earnings per
share calculations                                                   40,973              40,159             40,111
                                                           =================    ================    ===============
</TABLE>

The table below  reconciles  the basic and diluted  per share  computations  for
income before the cumulative effect of a change in accounting principle:
<TABLE>
<CAPTION>
                                                                      For the Twelve Months Ended August 31,
                                                                      --------------------------------------
                                                                 1999                2000                2001
                                                           -----------------    ----------------    ---------------
Income
<S>                                                                <C>               <C>                 <C>
    Income before cumulative
       effect of accounting change                                 $ 7,573           $ 82,291            $ 32,307
    Less:  Preferred stock dividends                                   (96)              (128)               (160)
                                                          -----------------    ---------------     ---------------
    Basic EPS:
      Income available to common stockholders                        7,477             82,163              32,147
    Effect of Dilutive Securities:
      Convertible Preferred Stock Dividends                             96                128                 160
                                                          -----------------    ---------------     ---------------
    Diluted EPS:
    Income available to common stockholders
       plus assumed conversions                                    $ 7,573           $ 82,291            $ 32,307
                                                          =================    ===============     ===============
Shares
    Basic EPS shares                                                38,438             38,496              38,473
    Effect of Dilutive Securities:
        Options to purchase common stock                             1,468                596                 571
        Convertible preferred stock                                  1,067              1,067               1,067
                                                          -----------------    ---------------     ---------------
    Diluted EPS shares                                              40,973             40,159              40,111
                                                          =================    ===============     ===============
Per Share Amounts
    Basic                                                          $  0.19            $  2.14             $  0.84
                                                          =================    ===============     ===============
    Diluted                                                        $  0.18            $  2.05             $  0.81
                                                          =================    ===============     ===============
</TABLE>

15.   UNAUDITED QUARTERLY FINANCIAL DATA

All of D&PL's  domestic  seed  products are subject to return or credits,  which
vary from year to year. The annual level of returns and ultimately net sales and
net income are influenced by various  factors,  principally  weather  conditions
occurring in the spring planting season (spanning the Company's third and fourth
fiscal quarters).  The Company provides for estimated returns as sales are made.
To the extent actual returns differ from estimates, adjustments to the Company's
operating results are recorded when such differences become known,  typically in
the Company's fourth quarter. All significant returns occur or are accounted for
by fiscal year end. Generally,  international sales are not subject to return. A
substantial  portion of Company sales are  concentrated  in the second and third
fiscal quarters.  As a result,  the Company generally expects to incur losses in
the first and fourth  quarters.  Management  believes that such  seasonality  is
common throughout the seed industry.


<PAGE>


Summarized unaudited quarterly financial data is as follows:
<TABLE>
<CAPTION>
                                                                                               (In thousands, except per share data)
------------------------------------------------------------------------------------------------------------------------------
              Fiscal 1999: Three months ended
                                                                November 30    February 28         May 31    August 31
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>    <C>             <C>          <C>
         Net sales and licensing fees                                 7,195  $      72,800   $    158,591 $     21,879
         Gross profit(2)                                              2,248         23,116         51,378       (1,591)
         Net income (loss) applicable to
            common shares(2)                                         (6,463)         2,382         20,724       (9,166)
         Net income (loss) per share-basic(1)(2)                      (0.17)          0.06           0.54        (0.24)
         Weighted average number of shares  used
            in quarterly per share calculations -basic               38,380         38,422         38,454       38,513
         Net  income(loss) per share- diluted(1)(2)                   (0.17)          0.06           0.51        (0.24)
         Weighted average number of shares used
              in quarterly per share calculations- diluted           38,380         41,085         41,017       38,513
         Fiscal 2000: Three months ended
------------------------------------------------------------------------------------------------------------------------------
                                                                November 30    February 29         May 31    August 31
------------------------------------------------------------------------------------------------------------------------------

         Net sales and licensing fees                               $ 4,549      $ 104,203      $ 177,365     $ 15,064
         Gross profit                                                   301         31,041         65,190        2,835
         Net income (loss) applicable to
              common shares(3)                                       (9,540)        58,595         34,856       (4,713)
         Net income (loss) per share-basic(1)(3)                      (0.25)          1.52           0.91        (0.12)
         Weighted average number of shares  used
            in quarterly per share calculations -basic               38,662         38,664         38,319       38,363
         Net income (loss) per share-diluted(1)(3)                    (0.25)          1.46           0.88        (0.12)
         Weighted average number of shares used
              in quarterly per share calculations-diluted            38,662         40,110         39,845       38,363
         Fiscal 2001: Three months ended
------------------------------------------------------------------------------------------------------------------------------
                                                                November 30    February 28         May 31    August 31
------------------------------------------------------------------------------------------------------------------------------

         Net sales and licensing fees                               $ 9,694      $ 150,154      $ 139,331     $  6,627
         Gross profit                                                 2,295         51,782         48,596        2,897
         Net income (loss) applicable to
              common shares(4)                                       (4,958)        23,843         22,885       (9,623)
         Net income (loss) per share-basic(1)(4)                      (0.13)          0.62           0.59        (0.25)
         Weighted average number of shares  used
            in quarterly per share calculations -basic               38,386         38,425         38,963       38,543
         Net income (loss) per share- diluted(1)(4)                   (0.13)          0.59           0.56        (0.25)
         Weighted average number of shares used
              in quarterly per share calculations- diluted           38,386         40,101         40,667       38,543
</TABLE>
(1)  The sum of the  quarterly net income (loss) per share amounts may not equal
     the  annual   amount   reported   since  per  share  amounts  are  computed
     independently for each quarter, whereas annual earnings per share are based
     on the annual weighted average shares deemed outstanding during the year.
(2)  The fourth quarter of 1999 includes the effect of recording special charges
     of $20.3 million of which $15.2 million is recorded as cost of sales and is
     associated with inventory write-offs due to product phase outs and reserves
     established  for  excess  inventory,  $3.1  million in  operating  expenses
     related to the  merger  and  approximately  $2.0  million  in other  income
     associated with loss on sale of fixed assets.
(3)  The second  quarter  includes  the effect of  recording  the $81.0  million
     merger termination fee paid by Monsanto, net of related expenses.
(4)  The fourth  quarter  includes the effect of recording a $6.3 million charge
     for the closing of a delinting plant and severance related to the reduction
     in operations and corporate staffs.

ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

Not applicable.
                                    PART III

ITEM 10.        DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
------------------------------ ---------------------- --------------------------------------------------------------
                                                                       Offices Held with Company;
          Name (Age)                Position (1)                 Principal Occupation for Past Five Years
------------------------------ ----------------------- --------------------------------------------------------------
<S>                            <C>                     <C>
Jon E. M. Jacoby (63)          Chairman of the Board   Mr. Jacoby has been employed by Stephens, Inc. and Stephens
                                                       Group, Inc., companies that engage in investment banking
                                                       activities, since 1963 and is presently a director and
                                                       officer for each of these companies. Stephens Inc. and
                                                       Stephens Group, Inc. are stockholders of D&PL. Mr. Jacoby is
                                                       a director of Sangamo Bio- sciences, Eden Bioscience Corp.,
                                                       Energy Exploration Technologies and Power-One, Inc. He was a
                                                       director of American Classic Voyages Co. until he resigned
                                                       on June 30, 1997 and of Beverly Enterprises, Inc. until May
                                                       24, 2001.
------------------------------ ----------------------- --------------------------------------------------------------
Stanley Roth (64)              Vice Chairman           Mr. Roth controls and has been the Chairman of NACC, a
                                                       private merchant banking firm, since 1976. Since 1988, Mr.
                                                       Roth has served as the Chairman of Royal-Pioneer Industries,
                                                       Inc., and a director of Hollis Corporation. Mr. Roth became
                                                       the Vice Chairman of CPG International, Inc., in 1990 and
                                                       the Chairman of GPC International, Inc., its successor
                                                       corporation, in 1994.  In 2001, Mr. Roth relinquished the
                                                       Chairmanship of GPC International, Inc. but continues to
                                                       serve as a director.  Mr. Roth is not an employee of D&PL and receives
                                                       no additional compensation for his role as Vice-Chairman.
------------------------------ ----------------------- --------------------------------------------------------------
F. Murray Robinson (67)        Vice Chairman and       Mr. Robinson has been employed by D&PL as Chief Executive
                               Chief Executive         Officer and Vice Chairman since October 2000. Prior to his
                               Officer                 retirement from D&PL in April 1999, Mr. Robinson had been
                                                       employed by D&PL  serving as Executive Vice President  from  December
                                                       1998 until April 1999 and President  and  COO  from February 1989 until
                                                       December 1998  and Executive  Vice President from   April  1988  until
                                                       February 1989.  From 1981 through  1988, Mr. Robinson  served  in
                                                       various   capacities  for Agrigenetics Corporation, an  agribusiness
                                                       company with various seed divisions and biotechnology  plant
                                                       operations.
------------------------------ ---------------------- --------------------------------------------------------------
Charles R. Dismuke, Jr. (46)   Senior Vice President  Mr. Dismuke has served as Senior Vice President since August
                                                      1999.  From January 1997 until August 1999, he served as
                                                      Senior Vice President and as President of Deltapine Seed
                                                      Division.  From October 1989 until January 1997, he served
                                                      as Vice President-Operations.  Mr. Dismuke was a General
                                                      Manager of one of the Company's subsidiaries, Greenfield
                                                      Seed Company, from 1982 until 1989.  Mr. Dismuke has been
                                                      employed by D&PL or one of its subsidiaries since June 1977.
------------------------------ ---------------------- --------------------------------------------------------------
W. Thomas Jagodinski (45)      Senior Vice            Mr. Jagodinski has served as Senior Vice President and Chief
                               President, Chief       Financial Officer and Assistant Secretary since September
                               Financial Officer      2000 and from March 2000 until September 2000 as Senior Vice
                               and Assistant          President-Finance, Treasurer and Assistant Secretary. From
                               Secretary              February 1993 until March 2000, he served as Vice President
                                                      -  Finance  and  Treasurer and  Assistant  Secretary.
                                                      From   May   1992    until February  1993,  he served
                                                      as  Treasurer   and  Chief Financial  Officer.   From
                                                      October  1991 to May 1992, Mr.  Jagodinski  served as
                                                      the  Director of Corporate Accounting  and  Financial
                                                      Reporting    and    Income Taxes.  Prior  to  joining
                                                      the      Company,      Mr. Jagodinski was employed by
                                                      Arthur   Andersen  LLP  in various  capacities  since 1983.
------------------------------ ---------------------- --------------------------------------------------------------
Harry B. Collins (60)          Vice                   Dr. Collins has served as Vice President-Technology Transfer
                               President-Technology   since April 1998.  From 1985 until April 1998, Dr. Collins
                               Transfer               served as the Company's Vice President-Research.  Prior to
                                                      that, Dr. Collins was the senior soybean breeder for the
                                                      Company.  Dr. Collins has been employed by D&PL since 1974.
------------------------------ ---------------------- --------------------------------------------------------------
Earl E. Dykes (48)             Vice                   Mr. Dykes has served as Vice-President - Operations since
                               President-Operations   February 1997 until present.  Prior to that time, Mr. Dykes
                                                      served as the General Manger - Arizona Processing, Inc.
                                                      (which was acquired by the Company in May 1996 as the result
                                                      of the Sure Grow merger).  Mr. Dykes was a shareholder of
                                                      Arizona Processing, Inc. at the time of acquisition.
------------------------------ ---------------------- --------------------------------------------------------------
Ricky D. Greene (31)           Vice                   Mr. Greene has served as Vice President-Business Development
                               President-Business     since September 2000. From May 1997 until September 2000,
                               Development            Mr. Greene served as Director of International Taxation and
                                                      Finance. Prior to joining the Company, Mr. Greene was
                                                      employed by Arthur Andersen LLP in various capacities since
                                                      1991.
------------------------------ ---------------------- --------------------------------------------------------------
Dr. Kater D. Hake (49)         Vice                   Dr. Hake has served as Vice President - Technology
                               President-Technology   Development since May 2001. From September 1996 until May
                               Development            2001, he served as International Division Vice President -
                                                      Technical Services. Prior to joining the company, Dr. Hake
                                                      was Associate Professor with Texas A&M University, Manager
                                                      of Cotton Physiology for the National Cotton Council of
                                                      America and Extension Farm Advisor with the University of
                                                      California.
------------------------------ ---------------------- --------------------------------------------------------------
William V. Hugie (42)          Vice President-        Dr. Hugie has served as Vice President-Research since
                               Research               September 1998.  From September 1996 until August 1998, he
                                                      served  as  Vice President-New Technologies.  From August
                                                      1994 until September 1996, he  served  as  a  Project
                                                      Leader  of the  Transgenic Cotton  Breeding  Program,
                                                      and  from   December  1988 until  August   1994,   he
                                                      served as a Project Leader of  the  Sorghum  Breeding
                                                      Program.  Prior to joining the Company, Dr. Hugie was
                                                      employed   by  Funk   Seed International from 1986 to
                                                      1988.
------------------------------ ---------------------- --------------------------------------------------------------
Thomas A. Kerby (57)           Vice                   Dr. Kerby has served as Vice President-Technical Services
                               President-Technical    since September 1994 and Director - Technical Services from
                               Services               November 1993, when he joined D&PL, until 1994.  Prior to
                                                      joining the  Company,  Dr. Kerby  served  the  cotton
                                                      industry of California and  the University of California
                                                      as  Extension Cotton Agronomist from 1981 through October 1993.
------------------------------ ---------------------- --------------------------------------------------------------
Donald L. Kimmel (63)          Vice                   Mr. Kimmel has served as Vice President-Industry Relations
                               President-Industry     of D&PL since September 2001, and prior to that time, as
                               Relations              Vice-President Sales and Marketing of D&PL since 1986.  From
                                                      1985 to 1986, Mr. Kimmel served as D&PL Marketing Manager.
------------------------------ ---------------------- --------------------------------------------------------------
Charles V. Michell (39)        Vice                   Mr. Michell has served as Vice President-Supply Chain
                               President-Supply       Management, Corporate Quality Assurance, and Information
                               Chain Management,      Systems since August 2001.  From April 2000 until August
                               Corporate Quality      2001, he served as Vice President-Supply Chain Management
                               Assurance, and         and Information Systems.  From October 1998 until April
                               Information Systems    2000, he served as Vice President of Information Systems,
                                                      and prior to that time, as Corporate Director-Information
                                                      Systems and Telecommunications since March 1995.  He joined the
                                                      Company in 1987 as Manager of  Information   Systems.
                                                      Prior   to   joining   the Company,  Mr.  Michell was
                                                      Manager    of     Computer Operations at St.  Dominic
                                                      Jackson Memorial  Hospital and he  was  self-employed
                                                      as     an      Information Technology  Consultant  in
                                                      the hospital,  banking and custom welding industries.
------------------------------ ---------------------- --------------------------------------------------------------
<PAGE>
------------------------------ ---------------------- --------------------------------------------------------------
Ann J. Shackelford (43)        Vice                   Ms. Shackelford has served as Vice President - Corporate
                               President-Corporate    Services since September 1997 and, until that time, as
                               Services               Director of New Business Product Development since January
                                                      1997.  From October 1994 until December 1996, she served as
                                                      Legal Coordinator.  Prior to joining the Company, Ms.
                                                      Shackelford was involved in private business.

------------------------------ ---------------------- --------------------------------------------------------------
John D. Stewart (42)           Vice                   Mr. Stewart has served as Vice President and President of
                               President-President    D&PL International  Division since September 2000. From June
                               D&PL International     1988 to September  2000, Mr. Stewart served as the General
                               Division               manager for Europe and  Africa. He joined the company in
                                                      1996  as   Marketing   and Technical  Service manager Deltapine
                                                      Australia,   a subsidiary. Prior to joining the  company,  Mr.
                                                      Stewart   established  and managed  a  private consulting business,
                                                      serving  cotton farmers in Australia.
------------------------------ ---------------------- --------------------------------------------------------------
James H. Willeke (57)          Vice President-        Mr. Willeke has served as Vice President- Sales and
                               Sales and Marketing    Marketing since August 1999.  From January 1997 until August
                                                      1999,  he served as Senior Vice   President   and  as
                                                      President-Paymaster  Division.  From 1987 until
                                                      1996,    he    served   as  President  - Hartz Seed in
                                                      Stuttgart,   Arkansas,   a subsidiary   of   Monsanto
                                                      Company.   From   1982  to  1987, he directed Lynks in
                                                      Marshalltown,     IA,    a  subsidiary    of   Mycogen
                                                      Seeds, as General Manager.
------------------------------ ---------------------- --------------------------------------------------------------
Jerome C. Hafter (56)          Secretary              Mr. Hafter has served as Secretary of D&PL since July 1993,
                                                      and he served as Assistant Secretary from April 1990 until
                                                      July 1993. From 1976 until September 30, 2001, Mr. Hafter
                                                      was a partner in Lake Tindall, LLP, D&PL's general counsel
                                                      where he had performed legal services for D&PL since 1983,
                                                      and from October 1, 2001, he has been a partner of Phelps
                                                      Dunbar, LLP, now D&PL's general counsel.
------------------------------ ---------------------- --------------------------------------------------------------
</TABLE>
(1) All biographical information is provided as of October 31, 2001.

DIRECTORS OF THE COMPANY
<TABLE>
<CAPTION>
---------------------------------------- ------------ --------------------------------------------------------------
                Name (1)                                               Offices Held with Company;
    (Year First Elected a Director)                              Principal Occupation for Past Five Years
---------------------------------------- ------------ --------------------------------------------------------------
<S>                                                   <C>
Jon E. M. Jacoby (1992)                                (See the description of Mr. Jacoby's offices with the
                                                       company and principal occupation under the "Officers of the
                                                       Company".)
---------------------------------- ------------------- --------------------------------------------------------------
Nam-Hai Chua (1993)                                    Dr. Chua has acted as a consultant to D&PL since April 1991.
                                                       Dr. Chua is the Andrew W. Mellon Professor and Head of the
                                                       Plant Molecular Biology Laboratory of Rockefeller
                                                       University, New York, New York, and has been with the
                                                       University for over 20 years. In addition, Dr. Chua served
                                                       as the Chairman of the Management Board of Directors of the
                                                       Institute of Molecular Agrobiology ("IMA") until September
                                                       2000, Deputy Chairman from that time until September 2001,
                                                       and Chairman of the Board of IMAGEN Holdings Pte. Ltd, an
                                                       affiliate of IMA, until August 2001. Dr. Chua was also a
                                                       member of the Board of Directors of DNAP Holdings (formerly
                                                       DNA Plant Technology Corporation), until he resigned in 1998
                                                       and BioInnovations of America (an entity owned by the
                                                       Government of Singapore, which invest in United States
                                                       biotechnology companies) until he resigned in 2000.  Dr.
                                                       Chua also acted as a scientific consultant to Monsanto
                                                       Company for matters relating to plant biology through 1995.
                                                       Dr. Chua is 57 years of age.
---------------------------------- ------------------- --------------------------------------------------------------
Joseph M. Murphy (1992)                                Since 1987 and February 1993, respectively, Mr. Murphy has
                                                       been the Chairman of Value Investors, Inc., a closely-held
                                                       real estate investment company, and the Chairman of Country
                                                       Bank, New York, New York.  Mr. Murphy is 66 years of age.
---------------------------------- ------------------- --------------------------------------------------------------
F. Murray Robinson (2000)                              (See the description of Mr. Robinson's offices with the
                                                       company and principal occupation under the "Officers of the
                                                       Company".)
------------------------------ ----------------------- --------------------------------------------------------------
Stanley P. Roth (1988)                                 (See the description of Mr. Roth's offices with the company
                                                       and principal occupation under the " Officers of the
                                                       Company".)
------------------------------ ----------------------- --------------------------------------------------------------
Rudi E. Scheidt (1993)                                 Since 1990, Mr. Scheidt has been a private investor.  From
                                                       1973 to 1989, he served as President of Hohenberg Bros. Co.,
                                                       a worldwide cotton merchant, headquartered in Memphis,
                                                       Tennessee, and as its Chairman during 1990.  Mr. Scheidt is
                                                       Director Emeritus of National Commerce Financial
                                                       Corporation, a bank holding company, headquartered in
                                                       Memphis, Tennessee.  Mr. Scheidt is 76 years of age.

------------------------------ ----------------------- --------------------------------------------------------------
</TABLE>
(1)      All biographical information is provided as of October 31, 2001.






Section 16(a) Beneficial Ownership Reporting Compliance

Based  solely on  review  of the  copies of  reporting  forms  furnished  to the
Company,  or written  representations  that no forms were required,  the Company
believes that during fiscal 2001, all required events of its officers, directors
and  10%  stockholders  to the  Securities  and  Exchange  Commission  of  their
ownership  and changes in ownership  of Shares (as required  pursuant to Section
16(a) of the Securities  Exchange Act of 1934) have been filed,  except that the
following individuals filed the following number of late reports with respect to
the following  number of  transactions:  One Form 4 for Mr. Scheidt  relating to
shares donated pursuant to a gift to the family  foundation,  one Form 4 for Mr.
Dykes  relating to the sale of stock,  and one Form 5 for Mr. Roth relating to a
stock option grant.

ITEM 11.         EXECUTIVE COMPENSATION

                             EXECUTIVE COMPENSATION

Note: Roger D. Malkin died November 22, 2000. Mr. Malkin was the Chief Executive
Officer of Delta and Pine Land  Company  until he retired on October  30,  2000.
Steven M.  Hawkins  resigned  effective  September  30,  2001.  Mr.  Hawkins was
President and Chief Operating  Officer.  F. Murray Robinson has been employed by
D&PL as Chief Executive  Officer and Vice Chairman since October 2000.  Prior to
his retirement  from D&PL in April 1999, Mr.  Robinson had been employed by D&PL
serving as Executive  Vice  President  from  December  1998 until April 1999 and
President  and COO  from  February  1989  until  December  1998.  Following  are
compensation  related  tables and  information as required by the Securities and
Exchange  Commission  reflecting  Messrs.  Malkin's,  Robinson's,  and  Hawkins'
compensation for the fiscal year ended August 31, 2001.




































Annual Compensation

The following table sets forth certain information  regarding  compensation paid
to, or accrued for, the Company's Chief Executive Officer and the Company's four
other most  highly-compensated  executive officers (the "Named Officers") during
the year ended August 31, 2001:

                           Summary Compensation Table
<TABLE>
<CAPTION>
                                                                               Long- Term
                                            Annual Compensation               Compensation
                                            -------------------               ------------
                                                                     Securities
Name and                                                             Underlying             All Other
Principal Position             Year.     Salary($)   Bonus($)         Options(1)         Compensation
------------------             ----      ---------   --------      --------------         ------------
<S>                            <C>          <C>                                            <C>
Roger D. Malkin                2001         82,500         --              --              $  6,667(3)
  Chief Executive Officer      2000        290,000    300,000         199,113(2)            $29,000(3)
  (Retired October 30, 2000)   1999        290,000    487,228(4)        2,666(2)            $30,000(3)

F. Murray Robinson             2001        205,000    155,000          64,888               $50,583(3)
Chief Executive Officer        2000             --         --              --                    --
                               1999        126,667         --              --                    --

Steven M. Hawkins              2001        280,000    150,000              --                    --
   President and Chief         2000        240,000    200,000         150,000                    --
   Operating Officer           1999        218,000    150,000              --                    --

W. Thomas Jagodinski           2001        205,000    215,000              --                    --
   Senior Vice President,      2000        180,000    200,000         137,000                    --
   Chief Financial Officer,    1999        162,500     75,000              --                    --
   and Assistant Secretary

Charles R. Dismuke, Jr.        2001        204,000    135,000              --                    --
   Senior Vice President       2000        179,000    115,000         100,000                    --
                               1999        170,000     45,000              --                    --

James H. Willeke               2001        180,600     80,000              --                    --
   Vice President Sales        2000        170,600     65,000          20,000                    --
   and Marketing               1999        165,600     25,000              --                    --
</TABLE>



(1)  All stock options reflected on a post-split basis.
(2)  Includes options for 80,000 Shares granted to Mr. Malkin in his capacity as
     a  director  of the  Company,  concurrently  with  identical  grants to all
     directors of the Company,  2,666 shares granted by formula to Mr. Malkin in
     his capacity as a director,  and 116,447  shares granted in his capacity as
     chief executive officer.
(3)  Director's and attendance fees for serving as a director of the Company.
(4)  Consists of a cash bonus of $250,000 and the transfer by the Company to Mr.
     Malkin of certain real property with a fair market value of $237,228.

Employment Contracts and Change-In-Control Arrangements

Mr.  Jagodinski  is  employed  pursuant  to an  employment  agreement  effective
September 1, 1997 which  provided for an annual base salary of $150,000  subject
to upward adjustment plus bonus, the amount of which is determined in accordance
with the bonus  program  described  herein,  plus  insurance  and  other  fringe
benefits.  The agreement is automatically extended each day so that at any given
date, the time  remaining  under the contract will be for an additional two year
period.  The  contract  may be  terminated,  except  as a result  of a change in
control or in  anticipation  of a change in control,  upon three months  written
notice.  The  employment  agreement  includes  provisions  pursuant to which Mr.
Jagodinski  will receive,  in the event of the termination of his employment due
to a change in control or in anticipation of a change in control, an amount that
in effect is equal to two times his highest  salary and bonus paid during any of
the previous  five  calendar  years;  plus a  continuation  for 24 months of his
insurance and fringe benefits. Mr. Jagodinski's agreement provides him the right
to surrender his stock options to the Company and receive cash in lieu of stock,
plus provides for certain tax  protection  payments of amounts paid to him under
this plan. In addition,  Mr.  Jagodinski was granted an option for 53,333 shares
of common  stock at $28.04 per share.  Pursuant to the terms of this  agreement,
Mr.  Jagodinski  shall  not  compete  with the  Company  for one  year  upon his
termination in the event of a change in control.

Option Grants in Last Fiscal Year

The  only  options   exercisable  into  securities  of  the  Company  are  those
outstanding  under the 1993 Stock Option Plan adopted in April 1993 and the 1995
Long-term  Incentive  Plan.  The 1993 Plan has not been  available  for  further
grants since 1996. The Company  granted options for 84,218 Shares under the 1995
Plan in 2001. All options granted under both plans vest 20% per annum commencing
on the first day of the second and each succeeding year following each grant and
expire ten years from the date of grant.

The following  table sets forth  certain  information  concerning  stock options
granted during fiscal 2001:
<TABLE>
<CAPTION>
                                            Option Grants in Fiscal 2001
                                            ----------------------------
                Number of      Percentage of Total                                      Potential Realized Value at
                Securities     Options Granted                                     Assumed Annual Rates of Stock
                Underlying    to Employees In                                        Price Appreciation of Option
Name             Options        Fiscal Year      Exercise Price  Expiration Date                 Term (1)
----             -------        -----------      --------------  ---------------                --------
                                                                                     0 %      5%             10%
                                                                                     ---      --             ---
<S>                <C>            <C>              <C>            <C>  <C>                 <C>          <C>
F. Murray          62,222         73.88%           $ 25.19        10/2/10             --   986,000      2,498,000
Robinson            2,666          3.16%           $ 23.68        6/20/11             --    40,000        101,000
</TABLE>

(1)  The dollar amount under these columns are the result of  calculations at 5%
     and 10% rates  arbitrarily  set by the Securities  and Exchange  Commission
     and, therefore,  are not intended to forecast possible future appreciation,
     if any,  of the  Company's  stock  price.  Any actual  gain on  exercise of
     options is dependent on the future performance of the Company's stock.

Options Exercised in Last Fiscal Year

The  following  table sets forth  certain  information  concerning  stock option
exercises during 2001and unexercised options held as of August 31, 2001 for each
of the Named Officers:

<TABLE>
<CAPTION>
 Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values
 ---------------------------------------------------------------------------------

                                                          Number of Securities
                                                      Underlying Unexercised Options        Value of Unexercised
                                                                  at the                   In-The-Money Options at
                                                              Fiscal Year End              The Fiscal Year End (1)
                                                              ---------------              -----------------------
                               Shares     Gain
                              Acquired    Realized
                                 on          on
                              Exercise     Exercise    Exercisable     Unexercisable    Exercisable     Unexercisable
---------------------------- ------------ ----------- -------------- ----------------- -------------- -----------------
<S>             <C>                       <C>            <C>                             <C>             <C>
Roger D. Malkin (2)(3)           --       $  --          141,777                -        $  57,486       $        -
F. Murray Robinson               --          --           77,510           64,888                -                -
Steven M. Hawkins (3)            --          --          140,667          192,667          255,493          332,373
W.T. Jagodinski (3)              --          --          123,044          125,600          559,549          197,984
Charles R. Dismuke, Jr.(3)       --          --          111,022           84,978        1,019,773           89,760
James H. Willeke                 --          --           59,000           16,000          249,270            9,280
</TABLE>

(1)  Based on $20.20 per Share, the August 31, 2001,  closing value as quoted by
     the New York Stock Exchange.
(2)  According to the terms of Mr. Malkin's  options,  all of his options became
     fully exercisable upon his retirement because he was over 65 years of age.
(3)  Computation  excludes  the  "out-of-the-money"  options  for the  following
     number of shares:  42,664  shares for Mr.  Malkin,  142,398  shares for Mr.
     Robinson, 130,000 shares for Mr. Hawkins, 74,667 shares for Mr. Jagodinski,
     and 24,889 shares for Mr. Dismuke.

Compensation Pursuant to Plans

     Pension Plan

The Company  maintains a  noncontributory  defined  benefit  plan (the  "Pension
Plan") that covers  substantially all full-time  employees,  including the Named
Officers. All employees of the Company and its domestic  subsidiaries,  who have
both attained age 21 and completed one year of eligibility service, are eligible
to  participate  in the  Pension  Plan.  The  Pension  Plan  provides  a  normal
retirement  benefit (if  employment  terminates on or after age 65) equal to the
sum of: (i) 22.75% of the average compensation (the average of the participant's
five highest  consecutive  calendar  years of earnings,  including  overtime but
excluding bonuses) reduced by 1/25th for each year of credited service less than
25 at normal retirement;  and (ii) 22.75% of average compensation  exceeding the
greater of one-half of average social security covered compensation and $10,000,
reduced  by 1/35th  for each  year of  credited  service  less than 35 at normal
retirement.


<PAGE>



The  following  table  shows the  estimated  benefits  payable  in the form of a
single-life annuity upon retirement in specified average  compensation and years
of credited service classifications:

                               Pension Plan Table

                            Years of Credited Service
<TABLE>
<CAPTION>
Compensation          15                20               25                30               35
------------          --                --               --                --               --
<S>                <C>               <C>              <C>               <C>              <C>
$ 25,000           4,036             5,381            6,727             6,934            7,142
$ 50,000           9,886            13,181           16,477            17,497           18,517
$ 75,000          15,736            20,981           26,227            28,059           29,892
$100,000          21,586            28,781           35,977            38,622           41,267
$150,000          33,286            44,381           55,477            59,747           64,017
$200,000          36,562            48,749           60,937            65,662           70,387
$250,000          36,562            48,749           60,937            65,662           70,387
$300,000          36,562            48,749           60,937            65,662           70,387
$400,000          36,562            48,749           60,937            65,622           70,387
</TABLE>


The above  estimated  annual  benefits  were  calculated  by the actuary for the
Pension Plan.  Benefit amounts shown are the annual pension  benefits payable in
the form of a single-life  annuity for an individual  attaining the age of 65 in
2001. In addition, such amounts reflect the 2001 maximum compensation limitation
under the Internal Revenue Code of 1986, as amended,  and are not subject to any
deduction for social security or other amounts.

The estimated years of credited  service and eligible  average  compensation for
each of the Named  Officers as of January 1, 2001,  the most recent Pension Plan
valuation date, are as follows:

                                        Years of Credited      Average Plan
        Name                                 Service           Compensation
        ----                                 -------           ------------
        F. Murray Robinson                      11             154,000
        Steven M. Hawkins                       4              159,375
        W.T. Jagodinski                         9              150,417
        Charles R. Dismuke, Jr.                 24             158,500
        James H. Willeke                        5              161,133















Supplemental Executive Retirement Plan

The Company adopted a Supplemental  Executive  Retirement  Plan ("SERP"),  which
became  effective  January 1, 1992,  and covers  certain  management  personnel,
including  certain of the Named  Officers.  The SERP  provides  for  payments to
participants in the form of a single-life  annuity,  or as otherwise provided by
the SERP commencing at age 65 or the  participant's  postponed  retirement date.
The following table sets forth the scheduled  estimated annual benefits expected
to be  paid  pursuant  to the  SERP to the  Named  Officers  who  are  currently
participants:

         Name (1)                             Annual Cash Benefit

      F. Murray Robinson..........................      $27,000

(1)         Benefits  in the  amount  of  $3,000  were  paid to Roger D.  Malkin
            pursuant to the SERP during  fiscal 2001;  however,  these  payments
            ceased upon the death of Mr. Malkin in November 2000.

The SERP also provides that on the death of an active employee, the Company will
pay a death benefit to the participant's surviving spouse equal to the actuarial
equivalent  of the  participant's  accrued  benefit,  which  is  based  upon the
participant's  years of service  with the  Company  and the years of service the
participant  would  have  had at age  65,  if  employment  had  continued.  If a
participant's  employment  with the  Company is  terminated  prior to age 65 for
reasons other than death, then the participant shall be paid a vested percentage
of his accrued  benefit  equal to the  participant's  annual cash benefit  above
multiplied by a fraction  (not greater than one),  the numerator of which is the
participant's  years of service as of the date of  termination of employment and
the denominator of which is the  participant's  projected years of service as of
age 65, if employment had not terminated.

Each participant's vested percentage in the SERP is determined as follows:

     Number of Years of Service                      Vested Percentage

     1 but less than 2....................................   20%
     2 but less than 3....................................   40%
     3 but less than 4....................................   60%
     4 but less than 5....................................   80%
     5 or more............................................  100%

Under the terms of the SERP, the Company may discontinue  additional eligibility
and planned  payments  under the SERP at any time. The Named Officer noted above
is fully vested in the SERP.

Defined Contribution Plan

Effective  April 1, 1994, the Company  established a defined  contribution  plan
under the rules of Internal Revenue Code Section 401(k) (the "401(k) Plan"). The
401(k) Plan covers substantially all full-time employees.  Eligible employees of
the Company and its  domestic  subsidiaries,  who have both  attained age 21 and
completed  one year of service,  may  participate  in the 401(k) Plan.  Prior to
January 1, 2001, a participant could elect to contribute up to 18% of his or her
eligible  earnings to the 401(k)  Plan,  however,  effective  January 1, 2001, a
participant may elect to contribute up to 25% of his or her eligible earnings to
the 401(k)  Plan.  The 401(k)  Plan allows the Company to match a maximum of six
percent of eligible employee  contributions.  As of August 31, 2001, the Company
has elected not to match such contributions.

Incentive Plans

The Company  maintains two  incentive  plans that  compensate  key employees and
directors  through the grant of options to buy shares of Common  Stock.  In July
1993,  the Company  adopted the 1993 Stock Option Plan, but no more options were
granted  under  the plan  effective  with  the  adoption  of the 1995  Long-term
Incentive  Plan. On October 17, 1995, the Company's  Board of Directors  adopted
the 1995 Long-term  Incentive Plan which the  shareholders  ratified at the 1996
Annual Meeting. In March 2000, the plan was amended and restated eliminating the
ability of the Board of Directors to award stock appreciation rights, restricted
Shares of Common  Stock and  performance  units.  Pursuant  to the  amended  and
restated 1995 Plan,  the Board of Directors may award stock options to officers,
key employees and directors. Under the amended and restated 1995 Plan, 5,120,000
Shares  are  authorized  for  grant,  which is an  increase  from  the  original
2,560,000 Shares. As of August 31, 2001,  options for 4,288,645 Shares have been
granted  under the 1995 Plan,  leaving  available  for grant  1,463,591  Shares,
including  632,236  Shares  that  have  been  forfeited  and are  available  for
re-grant.

Under both plans, all options for stock granted vest 20% per annum commencing on
the first day of the second and each  succeeding  year  following each grant and
expire ten years from the date of grant.  Shares  subject to options  and awards
under the LTIP which expire  unexercised are available for new option grants and
awards.  The  number of  shares  available  for  grant  under the 1993 Plan upon
forfeitures of options  outstanding  thereunder has been reduced to zero and the
granting of options thereunder has ceased.

Director's Compensation

Effective  December 1, 2000, each Director receives an annual fee of $40,000 and
attendance  fees of $1,000 for each meeting of the Board of Directors  attended.
Prior to December 1, the annual fee was $25,000.  Directors are  reimbursed  for
actual  expenses  incurred  in  connection  with  attending  Board or  Committee
meetings.  Under the 1995  Long-Term  Incentive  Plan,  as amended,  the initial
option  granted to each new  director  of the Company  was  increased  to 62,222
shares (on a post-split  basis).  In  addition,  each  director  will be granted
options for an additional 2,666 shares in each of the second through sixth years
each  director  serves as such  (which  began in  February  1998 for the present
directors  at that time).  At the March 30, 2000  Annual  Meeting,  the Board of
Directors  agreed to grant  options to each  Director  for 80,000  shares of the
Company Common Stock.

Performance of Delta and Pine Land Company Shares

The Company's  Shares were first publicly traded on June 29, 1993. The following
table shows a comparison of  cumulative  total return to  stockholders  for D&PL
Common Stock, the NYSE/AMEX/NASDAQ Market Index and the S&P Supercap Agriculture
Index. Pioneer HiBred International, Inc., DeKalb Genetics Corp., Mycogen Corp.,
and  Calgene,  Inc.,  each of which has been  included  in the peer group in the
past,  are  excluded  from  the  Company's  current  peer  group  because  their
respective  stocks are no longer  traded on a public  market.  The table assumes
$100 invested on August 31, 1996, and the reinvestment of dividends.


                 COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
                       AMONG DELTA AND PINE LAND COMPANY,
                       THE S&P SUPERCAP AGRICULTURE INDEX
           AND THE NYSE/AMEX/NASDAQ STOCK MARKET (US COMPANIES) INDEX
<TABLE>
<CAPTION>
                                                                       Cumulative Total Return
                                                        -------------------------------------------------
                                                        8/96      8/97     8/98    8/99     8/00     8/01
                                                        ----      ----     ----    ----     ----     ----
<S>                                                   <C>       <C>      <C>     <C>      <C>      <C>
Delta and Pine Land Company                           100.00    173.30   270.86  179.28   155.60   129.45
S&P Supercap Agriculture                              100.00    133.19   103.94   94.28    72.14   110.02
NYSE/AMEX/NASDAQ Stock Market (US Companies)          100.00    136.95   140.58  195.51   237.32   175.83
</TABLE>
*$100  Invested  on  8/31/96  in  Stock  or  Index  (including  reinvestment  of
dividends) for each fiscal year ending August 31.

Graph provided by Research Data Group, Inc. and the University of Chicago Center
for Research in Security Price


















ITEM 12.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Share Ownership by Principal Stockholders and Management

To the best  knowledge  of the  Company  based  on  information  filed  with the
Securities  and  Exchange  Commission  and  the  Company's  stock  records,  the
following table sets forth as of October 31, 2001, Shares  beneficially owned by
each director, each nominee for director, certain executive officers, any person
owning  more  than  5% of  the  Shares  individually,  others  with  significant
ownership, and by all executive officers and directors as a group.
<TABLE>
<CAPTION>
Name of Beneficial Owner                                   Shares Beneficially Owned

                                                            Amount of
                                                           Beneficial       Percentage
                                                            Ownership        of Class
------------------------------------------------------- ------------------ --------------
<S>                 <C>                                     <C>                    <C>
Stephens Group, Inc.(1)                                     2,589,137              6.8
Monsanto Company (2)                                        1,777,776              4.6
John Hancock Financial Services, Inc.(3)                    1,264,698              3.3
F. Murray Robinson (4)                                        113,246               *
W. Thomas Jagodinski (4)(5)                                    70,211               *
James H. Willeke (4)                                               --               *
Charles R. Dismuke, Jr. (4)                                    82,666               *
Joseph M. Murphy (6)                                              698               *
Jon E. M. Jacoby (7)                                          133,731               *
Rudi E. Scheidt (8)                                            45,112               *
Nam-Hai Chua (9)                                               45,505               *
Stanley P. Roth (10)                                           27,500               *
All Directors and Executive Officers as a Group               812,990               *
</TABLE>
[19 persons]  (11) (12)
--------------------------
*    Less than one percent
(1)  Mr. Jacoby, a director of Stephens Group,  Inc. ("SGI") and its subsidiary,
     Stephens,  Inc.,  owns 133,731  Shares which are not  included.  See Note 7
     below.  The mailing address for Stephens Group,  Inc. and affiliates is 111
     Center Street, Little Rock, Arkansas 72201.
(2)  Excludes shares obtainable by conversion of Series M Convertible  Preferred
     Stock. If Monsanto  converts  pursuant to the terms of the preferred stock,
     Monsanto  would receive  1,066,667  Shares of Common Stock which would make
     its amount of beneficial  ownership  2,844,443 Shares, or 7.4%. The mailing
     address for  Monsanto  Company is 800 North  Lindbergh  Blvd.,  St.  Louis,
     Missouri 63167.
(3)  The  mailing  address for John  Hancock  Financial  Services,  Inc. is John
     Hancock Place, Post Office Box 111, Boston, Massachusetts 02117.
(4)  The mailing address for Messrs. Robinson,  Jagodinski,  Willeke and Dismuke
     is One Cotton Row, Scott, Mississippi 38772.
(5)  Includes  3,555  Shares  owned by Mr.  Jagodinski's  wife.  Mr.  Jagodinski
     disclaims beneficial ownership of Shares owned by his wife.
(6)  The Shares  indicated are owned by Mr. Murphy's wife. Mr. Murphy  disclaims
     beneficial ownership of these Shares. The mailing address for Mr. Murphy is
     2687 North Ocean Boulevard, Boca Raton, Florida 33431.
(7)  Includes the following Shares:  113,637 Shares owned by Jacoby Enterprises,
     Inc.,  as to which  Mr.  Jacoby  has sole  power to vote and sole  power of
     disposition;  and 20,094 Shares owned beneficially by Mr. Jacoby.  Does not
     include Shares owned by Stephens  Group,  Inc., or other of its affiliates,
     except Jacoby  Enterprises,  Inc. See Note 1 above. The mailing address for
     Jacoby Enterprises, Inc., and Mr. Jacoby is 111 Center Street, Little Rock,
     Arkansas 72201.
(8)  The  mailing  address  for Mr.  Scheidt  is 54 South  White  Station  Road,
     Memphis, Tennessee 38117.
(9)  Consists of 10,666  Shares owned by Dr.  Chua's wife and 34,839 Shares held
     jointly  by Dr.  Chua's  wife and  child.  Dr.  Chua  disclaims  beneficial
     ownership  of  these  Shares.  The  mailing  address  for  Dr.  Chua is c/o
     Laboratory of Plant Molecular Biology,  Rockefeller  University,  1230 York
     Avenue, New York, New York 10021-6399.
(10) These Shares are owned by North American Capital  Corporation,  as to which
     Mr. Roth has sole power to vote and sole power of disposition.  The mailing
     address for Mr. Roth is 510 Broad Hollow  Road,  Suite 206,  Melville,  New
     York 11747.
(11) Includes the  following  Shares:  698 Shares owned by the wife of Joseph M.
     Murphy; 3,555 Shares owned by the wife of Mr. Jagodinski; and 45,505 Shares
     owned by the wife and child of Dr. Chua.
(12) As a group,  the 812,990 Shares shown exclude  vested and unvested  options
     for 461,811  Shares  pursuant to the 1993 Delta and Pine Land Company Stock
     Option Plan and options for 1,654,826 Shares pursuant to the 1995 Long-Term
     Incentive  Plan for a total of  2,116,637.  These  option  amounts  include
     vested options for each individual  listed in the table as follows:  Joseph
     M. Murphy, 24,532; Jon E.M. Jacoby, 79,644; W. Thomas Jagodinski,  128,378;
     Rudi E. Scheidt,  79,644;  Charles R. Dismuke, Jr., 116,000;  Nam-Hai Chua,
     79,644;  Stanley P. Roth, 79,644; F. Murray Robinson,  89,954; and James H.
     Willeke, 59,000 for a total of 736,440.

ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                              CERTAIN TRANSACTIONS

Registration Rights

John Hancock  Mutual Life  Insurance  Company has a one-time  right to register,
under the Act,  Shares owned by it on June 28,  1993,  less the number of Shares
sold by Hancock in the Company's initial public offering. All of the expenses of
such registration,  except for the cost of printing and Hancock's counsel,  will
be paid by the Company. Hancock's registration rights are conditioned on Hancock
providing  the Company with a legal opinion that its Shares may not otherwise be
publicly sold.

The holder of the  convertible  Series M Non-Voting  Preferred Stock has certain
registration  rights  associated  with the Common Stock into which the Preferred
Stock is  convertible.  The  Preferred  Stock is  convertible  into Common Stock
beginning  upon the  seventh  anniversary  of the  date on  which it was  issued
(February 2, 1996) or the  occurrence  of certain  specified  events,  whichever
occurs first.

Cotton Biotechnology Research Contract

The Company has a Cotton  Biotechnology  Research contract with the Institute of
Molecular Agrobiology ("IMA").  Nam-Hai Chua, a director of the Company, was the
Deputy  Chairman of the Management  Board of Directors of IMA,  until  September
2001. The value of the contract exceeds $60,000,  however, the contract is not a
material  contract,  as  defined  by the  Securities  Exchange  Commission.  The
contract is also not a material  contract for IMA, and  according to Dr. Chua he
derives no particular or direct benefit from the contract.

Future Transactions with Affiliates and Advances

The Company  requires that any  transactions  between the Company and persons or
entities affiliated with officers,  directors,  employees or stockholders of the
Company be on terms no less  favorable  to the Company than could be obtained in
an arm's-length  transaction with an unaffiliated  party. Such transactions will
also be subjected to approval by a majority of the non-employee directors of the
Company.  The Board of Directors has adopted  resolutions  prohibiting  advances
without  its  approval,  except for  ordinary  business  and travel  advances in
accordance with the Company's policy.


<PAGE>


                                     PART IV

ITEM 14.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

          1.   Financial  Statements  -  the  following  consolidated  financial
               statements  of Delta and Pine Land Company and  subsidiaries  are
               submitted in response to Part II, Item 8:

               Report of Independent Public Accountants

               Consolidated  Statements  of Income - for each of the three years
               in the period ended August 31, 2001

               Consolidated Balance Sheets - August 31, 2000 and 2001

               Consolidated  Statements  of Cash  Flows - for each of the  three
               years in the period ended August 31, 2001

               Consolidated  Statements of Changes in Stockholders' Equity - for
               each of the three years in the period ended August 31, 2001

               Notes to Consolidated Financial Statements

          2.   Financial  Statement Schedule - the following financial statement
               schedule  of Delta  and Pine Land  Company  and  subsidiaries  is
               submitted in response to Part IV, Item 14:

               Report of Independent Public Accountants.......................65

               Schedule II - Consolidated Valuation and Qualifying Accounts...66

               All  other  schedules  have been  omitted  as not  required,  not
               applicable  or because all the data is included in the  financial
               statements.

          3.   Results of Shareholder Vote

               The Result of  Shareholder  Vote is submitted in response to Part
               I, Item 4 on Page 13.

          4.   Exhibits

               The  exhibits  to the  Annual  Report  of the Delta and Pine Land
               Company filed herewith are listed on Page 67.

          5.   Reports on Form 8-K

               No reports on Form 8-K were filed during the quarter ended August
               31, 2001.


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this Report to be signed on its
behalf by the undersigned, thereunto duly authorized on November 26, 2001.

DELTA AND PINE LAND COMPANY
(Registrant)

/s/ Jon E. M. Jacoby                                           November 26, 2001
-------------------------------------------------
By:  Jon E. M. Jacoby, Chairman of the Board

Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
Report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S>                                 <C>                               <C>
        Signature                          Title                            Date

/s/ F. Murray Robinson
---------------------------         Vice Chairman and                  November 26, 2001
F. Murray Robinson                  Chief Executive Officer
                                    (Principal Executive Officer)
/s/ W. Thomas Jagodinski
---------------------------         Senior Vice President and          November 26, 2001
W. Thomas Jagodinski                Chief Financial Officer
                                    (Principal Financial and
                                    Accounting Officer)
/s/ Stanley P. Roth
---------------------------         Vice Chairman and Director         November 26, 2001
Stanley P. Roth

/s/ Nam-Hai Chua
---------------------------         Director                           November 26, 2001
Nam-Hai Chua

/s/ Joseph M. Murphy
---------------------------         Director                           November 26, 2001
Joseph M. Murphy

/s/ Rudi E. Scheidt
---------------------------         Director                           November 26, 2001
Rudi E. Scheidt
</TABLE>


<PAGE>





                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO DELTA AND PINE LAND COMPANY:

We have audited in accordance with auditing standards  generally accepted in the
United States, the financial  statements of Delta and Pine Land Company included
in this Form 10-K. Our audits were made for the purpose of forming an opinion on
the basic  financial  statements  taken as a whole.  The schedule  listed in the
Index of Part IV, Item 14(a)2, is the responsibility of the Company's management
and is  presented  for purposes of complying  with the  Securities  and Exchange
Commission's  rules  and is not  part of the  basic  financial  statements.  The
schedule has been subjected to the auditing  procedures  applied in the audit of
the  basic  financial  statements  and,  in our  opinion,  fairly  states in all
material  respects  the  financial  data  required  to be set forth  therein  in
relation to the basic financial statements taken as a whole.

Arthur Andersen LLP

Memphis, Tennessee,
October 26, 2001.

<PAGE>




SCHEDULE II

DELTA AND PINE LAND COMPANY AND SUBSIDIARIES
CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>
(In thousands)
Column A                              Column B                            Column C       Column D             Column E
Description                           Balance at       Charged           Charged to                          Balance
                                       Beginning       to Costs             Other                              at End
                                          of           and                Accounts        Deductions             of
                                        Period          Expenses                                               Period
------------------------------------------------------------------------------------------------------------------------
Fiscal year ended August 31, 1999
<S>                                  <C>              <C>               <C>             <C>                 <C>
Allowance for doubtful accounts      $        368     $       118       $     -         $        (11)(a)    $       475

Inventory valuation reserve          $      9,922     $    15,365(d)    $     -         $    (11,179)(c)    $    14,108

Fiscal year ended August 31, 2000

Allowance for doubtful accounts      $        475     $       643       $     -         $        (27)(a)    $     1,091

Inventory valuation reserve          $     14,108     $     8,500       $     -         $    (15,001)(c)    $     7,607

Fiscal year ended August 31, 2001

Allowance for doubtful accounts      $      1,091     $       153       $     -         $        (57)(a)    $     1,187

Inventory valuation reserve          $      7,607     $    10,818       $  (49)(b)      $     (7,391)(c)    $    10,985
</TABLE>

(a)  Write off of uncollectible accounts, net of recoveries

(b)  Amount charged to cumulative  translation  adjustment for  fluctuations  in
     non-U.S. dollar denominated reserves.

(c)  Disposal and/or write-off of inventory

(d)  Reserves of excess  planting seed inventory and for the  realignment of the
     Company's product line.




<PAGE>



                                      INDEX

                     EXHIBITS TO ANNUAL REPORT ON FORM 10-K

                           YEAR ENDED AUGUST 31, 2001

                           DELTA AND PINE LAND COMPANY

Exhibits(1)                                          Description

2.01 Agreement  and Plan of  Merger  dated  as of May 8,  1998,  by and  between
     Monsanto Company and Delta and Pine Land Company. (2)

2.02 Termination  Option  Agreement  dated  as of May 8,  1998,  by and  between
     Monsanto, Company and Delta and Pine Land Company. (2)

3.01 Restated  Certificate of  Incorporation  of the  Registrant  dated June 11,
     1993.

3.02 Amended and Restated By-Laws of the Registrant dated April 26, 1993.

4.01 Certificate of Designation,  Convertible  Preferred Stock of Delta and Pine
     Land Company. (3)

4.02 Specimen  Certificate  representing  the Common  Stock,  par value $.10 per
     share.

4.03 Letter  from  Registrant  to John  Hancock  Mutual Life  Insurance  Company
     regarding certain registration rights dated June 28, 1993.

4.04 Rights Agreement,  dated as of August 13, 1996, between Delta and Pine Land
     Company and Harris  Trust and  Savings  Bank,  including  the form of Right
     Certificate  and related  form of Election to Purchase as Exhibit A and the
     Summary of Rights to Purchase Preferred Shares as Exhibit B. (4)

4.05 Amendment No. 1 to the Rights  Agreement  dated May 8, 1998, by and between
     Delta and Pine Land Company and the Harris Trust and Savings Bank. (2)

4.06 Amendment  No. 2 to the Rights  Agreement  dated May 8, 1998 by and between
     Delta and Pine Land Company and the Harris Trust and Savings Bank. (14)

4.07 Certificate of  Designations  of the rights and privileges of the shares of
     junior  participating  preferred  stock  created on August 13, 1996,  to be
     filed pursuant to Section 151 of the Delaware General Corporation Law. (4)

10.05 Incentive Bonus Program. (1)(6)

10.06 Retirement Plan of the Company, dated January 2, 1992,  Amendment No. 1 to
      the Plan dated April 30, 1992, Amendment No. 2 to the Plan dated  December
      20, 1992, and Amendment No. 3 to the Plan dated October 6, 1994. (1)(5)

10.08 Supplemental Executive  Retirement  plan dated May 22, 1992, and effective
      January 1, 1992. (1)(6)

10.10 1993 Stock Option Plan of Registrant, as adopted on June 11, 1993. (1)(6)

10.11 Asset Purchase  agreement between Delta and Pine Land Company and Cargill,
      Inc. dated May 2, 1994 (8)

10.13 1994 Saving Plan of Registrant, as adopted on April 1, 1994, Amendment No.
      1 dated May 1, 1994. (5)(6)

10.15 Hartz Cotton  Acquisition  Agreement dated February 2, 1996 among Monsanto
      Company ("Monsanto"), Hartz Cotton, Inc. ("Hartz Cotton"),  Delta and Pine
      Land Company (the "Company") and Paymaster Technology Corp. ("PTC"). (3)

10.16 Trademark License  Agreement  dated February 2, 1996 between  Monsanto and
      the Company. (3)

10.17 Registration Rights  Agreement  between  the Company  and  Monsanto  dated
      February 2, 1996. (3)

10.18 Temporary Services Agreement dated February 2, 1996 between Monsanto,  the
      Company, and PTC. (3)

10.19 Research Facility  Lease with  Option to Purchase  dated  February 2, 1996
      between Monsanto and PTC. (3)

10.20 Greenhouse Lease dated February 2, 1996 between Monsanto and PTC. (3)

10.21 Research Agreement dated February 2, 1996 between Monsanto and PTC. (3)

10.22 Partnership  Agreement dated  February  2, 1996  between  the  Company and
      Monsanto.(3)

10.23 Marketing Services  Agreement  dated February 2, 1996 between the Company,
      Monsanto and D&M Partners. (3)

10.24 Bollgard Gene License and Seed Services  Agreement dated  February 2, 1996
      between Monsanto, D&M Partners, and the Company. (3)

10.25 Roundup Ready Gene License and Seed Services Agreement  dated  February 2,
      1996 between Monsanto, D&M Partners and the Company. (3)

10.26 Option Agreement dated February 2, 1996 between  Monsanto and the Company.
      (3)(6)

10.27 Agreement between the D&PL  Companies  and the Sure Grow  Companies,  Sure
      Grow Shareholders and Sure Grow Principals dated May 20, 1996. (9)

10.28 Delta and Pine Land Company 1995 Long-Term  Incentive  Plan, as adopted on
      February 6, 1996. (6)(10)

10.29 Amendment  to Agreements  dated as of  December  8, 1999,  by and  between
      Monsanto Company, Registrant,  D&M Partners, a partnership of Monsanto and
      D&PL, and Paymaster Technology Corp. (12)

10.30 D&M International Operating Agreement on March 10, 1995, between Delta and
      Pine Land Company, through its wholly owned subsidiary D&PL  International
      Technology Corp. and Monsanto Company. (13)

10.31 Bollgard(R)II Gene License and Seed Services Agreement. (11)

10.32 Roundup Ready(R)Soybean  License  and  Seed  Services  Agreement  and  the
      Amended and Restated Licensee Incentive Agreement. (11)

10.33 Bollgard(R)Gene License Agreement for the Republic of Mexico. (11)

10.34 Roundup Ready(R)License Agreement for the Republic of South Africa. (11)

10.35 Glyphosate-Tolerant Cotton Agreement - Australia. (11)

21.01 Subsidiaries of the Registrant. (11)

23.01 Consent of Independent Public Accountants. (11)

-------------------------
(1)  All incorporated by reference from Registration Statement on form S-1, File
     No. 33-61568, filed June 29, 1993 except as otherwise noted herein.
(2)  Incorporated by reference from Form 8-K filed May 14, 1998
(3)  Incorporated by reference from Form 8-K, File No. 000-14136, filed February
     19, 1996
(4)  Incorporated  by  reference  from  Form  8-A,  File  No.  000-21293,  filed
     September 3, 1996
(5)  Incorporated by reference from Form 10-K, File No. 00-21788, filed November
     22, 1995
(6)  Represents management contract or compensatory plan
(7)  Incorporated  by reference from Form 10-Q, File No.  000-21788,  filed July
     14, 1995
(8)  Incorporated by reference from Form 8-K filed May 16, 1994
(9)  Incorporated by reference from Form 8-K, File No. 000-21788,  filed June 4,
     1996
(10) Incorporated  by  reference  from  Form  10-K,  File No.  001-14136,  filed
     November 27, 1996
(11) Filed herewith
(12) Incorporated by reference from Form 8-K filed May 18, 2000
(13) Incorporated by reference from Form 8-K filed September 14, 2000
(14) Incorporated by reference from Form 10-K filed November 24, 1998


<PAGE>

Exhibit 10.31

             BOLLGARD(R) II GENE LICENSE AND SEED SERVICES AGREEMENT


         THIS  AGREEMENT is made as of the _____ day of December,  2000,  by and
between Monsanto Company, a subsidiary of Pharmacia Corporation,  having a place
of business at 800 North Lindbergh  Boulevard,  St. Louis,  Missouri 63167,  and
Delta and Pine Land  Company,  having a place of  business  at One  Cotton  Row,
Scott, Mississippi 38772.

                             SECTION 1 -- BACKGROUND

         1.1 MONSANTO,  D&M PARTNERS, and D&PL have entered into the BOLLGARD(R)
GENE LICENSE, pertaining to the commercialization of certain MONSANTO TECHNOLOGY
in the United States.

         1.2 MONSANTO has developed  and has a present  intention to continue to
develop  TECHNOLOGY  which is useful in the production of  genetically  modified
cotton plants exhibiting  resistance to LEPIDOPTERAN  INSECTS and also possesses
certain  know-how and  germplasm  relating to such cotton  plants.  MONSANTO has
developed  a  line  of  cotton,   known  as  EVENT  15985,   that  contains  two
LEPIDOPTERAN-ACTIVE GENES and will be marketed as BOLLGARD(R) II cotton. The two
LEPIDOPTERAN-ACTIVE GENES are the FIRST GENE and a SUBSEQUENT GENE.

         1.3 In July of 1998,  MONSANTO  delivered to D&PL pollen of EVENT 15985
and D&PL  proceeded  to increase  seed of that event and to  introgress  the two
LEPIDOPTERAN-ACTIVE  GENES into various cotton varieties,  including stacking it
with the ROUNDUP READY GENE now being commercialized by the parties.

         1.4 D&PL has an option to acquire a license for SUBSEQUENT  GENES under
the  BOLLGARD(R)  GENE  LICENSE  and  MONSANTO  desires  for D&PL to have such a
license.

                           SECTION 2 - INTERPRETATION

         2.1  DEFINITIONS:  In this  Agreement,  unless  the  context  otherwise
requires,  all  capitalized  terms  shall  have  the  meaning  set  forth in the
BOLLGARD(R) GENE LICENSE, if present, or:

         2.1.1 The term "ROUNDUP READY(R) GENE" means a DNA molecule,  including
regulatory  sequences,  or a replicate thereof supplied by MONSANTO,  which when
inserted into cotton results in increased tolerance to GLYPHOSATE.

         2.1.2  The term  "EVENT  15985"  means  the line of  transgenic  cotton
containing  two   LEPIDOPTERAN-ACTIVE   GENES  for  which  MONSANTO  is  seeking
GOVERNMENTAL APPROVAL(S) as of the date first written above.

         2.1.3 The term  "BOLLGARD(R)  GENE LICENSE means the  Bollgard(R)  Gene
License and Seed Services  Agreement  between MONSANTO,  D&M PARTNERS,  and D&PL
dated  February 2, 1996,  and amended as of December 8, 1999, as the same may be
further amended in accordance with its terms.

         2.1.4 The term "COST OF GOODS" with respect to LICENSED COMMERCIAL SEED
means the sum of costs  required  to acquire  and  prepare a  particular  lot or
amount of seed.  Such costs shall be  calculated in  accordance  with  generally
accepted  accounting  principles and are all direct and indirect costs for fuzzy
seed, field inspection,  quality  assurance,  transportation of seed, storage of
fuzzy  seed,  processing  of fuzzy seed into  delinted  seed,  seed  treatments,
package costs, including bags and labels and labor, and storage of bagged seed.

         2.1.5 The term  "COTTON  PLANTING  SEED"  means  cotton  seed  which is
intended  for and has been so produced  and  conditioned  as to be suitable  for
planting to produce a commercial cotton crop.

                        SECTION 3 -- TERMS AND CONDITIONS

         3.1 As prescribed by Section  3.4(a) of the  BOLLGARD(R)  GENE LICENSE,
MONSANTO  hereby licenses the SUBSEQUENT GENE contained in EVENT 15985 under the
terms and  conditions of the  BOLLGARD(R)  GENE LICENSE,  as they pertain to the
FIRST GENE, except for any differences explicitly stated herein, to D&PL.

        3.2 Exhibit A contains the  LICENSED  PATENT  RIGHTS  relevant to the
Event 15985. The trademark  "BOLLGARD" shall be applied as follows:
                                  BOLLGARD II
and any shorthand designation used in documents shall be "BGII".

         3.3 MONSANTO hereby agrees to pay to D&PL ______________ of the COST OF
GOODS, including warehousing costs through ______________, for seed derived from
Event 15985  which meets the purity  standard as set forth in Section 3.2 of the
DEVELOPMENT PLAN of the BOLLGARD(R) GENE LICENSE and which is (i) produced on __
acres in winter  nurseries in _________ and (ii) produced in field  plantings in
____ in an amount to be agreed upon in writing  between  MONSANTO and D&PL on or
before  ________________,  such  agreement  not to be  unreasonably  withheld or
delayed by either MONSANTO or D&PL  provided that in the absence of such mutual
agreement,  then the amount shall be seed  produced in field  plantings on up to
_____ acres.  Payment shall be made by MONSANTO on ______________,  if, and only
if, the Event 15985 seed covered by this reimbursement provision (i) is not sold
as COTTON  PLANTING  SEED on or  before  _______________,  because  GOVERNMENTAL
APPROVAL of the  SUBSEQUENT  GENE is not  obtained and (ii) has not been used to
produce  COTTON  PLANTING  SEED which may be later sold,  provided  that, in the
event that MONSANTO obtains  GOVERNMENTAL  APPROVAL of the SUBSEQUENT GENE after
______________,  and thereafter  D&PL sells any of such seed as COTTON  PLANTING
SEED, D&PL shall refund to MONSANTO payments received by D&PL under this Section
3.3 with respect to the seed thus sold or used, provided further,  however, that
this provision  shall not require D&PL to retain any seed beyond ______________,
or to sell  any  seed as  COTTON  PLANTING  SEED  which  does  not  meet  D&PL's
applicable  quality assurance  standards.  All seed subject to the reimbursement
provisions  of this Section 3.3 shall be  considered  to be LICENSED  COMMERCIAL
SEED and subject to all terms governing LICENSED COMMERCIAL SEED.

         3.4      INCORPORATION OF EXHIBITS:  The Exhibit is incorporated herein
and made a part hereto.

         IN WITNESS WHEREOF, this Agreement has been executed by duly authorized
representatives of the parties herein.


                           DELTA AND PINE LAND COMPANY

                           By:________________________________

                           Title:_____________________________


                           MONSANTO COMPANY

                           By:________________________________

                           Title:_____________________________



<PAGE>


                                    Exhibit A

                             LICENSED PATENT RIGHTS

_________ (but do not add to bag label)
_________ (but do not add to bag label)
_________ (but do not add to bag label)
_________
_________
_________
_________
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Serial number ___________ to issue soon
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<PAGE>
Exhibit 10.32

          Roundup Ready(R) Soybean License and Seed Services Agreement
          ------------------------------------------------------------


     This Agreement (the  "AGREEMENT") is made by and between Monsanto  Company,
and Delta and Pine Land Company regarding the  non-exclusive  license of certain
patent  rights  and  proprietary  technology  of  Monsanto  Company  for  use in
producing  soybean plants with tolerance to glyphosate  herbicide.  Based on the
mutual  consideration  between the parties recited below,  the parties agree and
covenant as set forth below.

                        Section 1-Background and Parties

          1.01 MONSANTO is a corporation  organized and existing  under the laws
     of the  State  of  Delaware  with  principal  offices  at 800 N.  Lindbergh
     Boulevard, St. Louis, MO 63167.

          1.02 LICENSEE is a corporation  organized and existing  under the laws
     of Delaware with principal offices at 100 Main Street, Scott, MS 38772.

          1.03 MONSANTO has certain  rights  relating to  BIOLOGICAL  MATERIALS,
     including  technical  information  and  know-how  relating  to, among other
     things,  transformed plants and seeds,  useful for making SOYBEAN varieties
     exhibiting  tolerance  to  glyphosate  herbicide  and has  rights in and to
     patents and/or patent applications covering the BIOLOGICAL MATERIAL.

          1.04  LICENSEE  possesses  knowledge  or has legal access to know-how,
     technical  information,  germplasm and expertise regarding the development,
     production and marketing of SOYBEAN varieties.

          1.05  LICENSEE  is  interested  in the  commercialization  of  SOYBEAN
     varieties  exhibiting such herbicide tolerance and LICENSEE seeks to obtain
     a limited license under MONSANTO's  proprietary rights and MONSANTO desires
     to grant such license,  all upon the terms and conditions  provided herein.
     Such  terms and  conditions  shall  include  either a ROYALTY  and a GROWER
     AGREEMENT  as  provided  below or a GROWER  FEE and a GROWER  AGREEMENT  as
     provided below.

          1.06 LICENSEE and MONSANTO are parties to a Roundup  Ready(R)  Soybean
     License and Seed Services Agreement  effective February 12, 1997, as it may
     have  been  amended  from  time to  time,  under  which  LICENSEE  has been
     commercializing  such  herbicide  tolerant  SOYBEANS.  The parties  wish to
     terminate that prior agreement and replace it with this AGREEMENT.


                              Section 2-Definitions

     For purposes of this AGREEMENT,  the following words and phrases shall have
the following meanings:

          2.01 The term "AFFILIATE(S)" shall mean with respect to an entity, any
     other entity that,  directly or indirectly,  is  wholly-owned  by, are each
     wholly-owned by a common owner, or wholly-owns that entity.

          2.02  The  term  "BIOLOGICAL  MATERIALS"  shall  mean  any  biological
     material  or  germplasm  and  data  obtained,  produced  or  made by or for
     MONSANTO  relating to the GENE and its expression in SOYBEANS  disclosed to
     LICENSEE by MONSANTO pursuant to this AGREEMENT.

          2.03 The term  "COMMERCIAL  TOLERANCE"  means  tolerance  under  field
     conditions to 1.5 pounds/acre  acid equivalent of GLYPHOSATE which includes
     a one hundred  percent

<PAGE>

     (100%)  safety  margin  (i.e.,  twice the target use  rate).  The  SOYBEANS
     containing  the GENE shall  satisfy the criteria for  COMMERCIAL  TOLERANCE
     when plants sprayed at the above rates exhibit no  significant  differences
     (at a 95% confidence  level) from control plants in mean yield, as verified
     by the protocol set forth in Exhibit E.

          2.04 The term  "EFFECTIVE  DATE" or "EFFECTIVE DATE OF THIS AGREEMENT"
     shall mean September 1, 2001.

          2.05 The term "FISCAL  YEAR" shall mean a  twelve-month  period ending
     August 31, e.g. Fiscal Year 2002 is the 12 month period that ends on August
     31, 2002.

          2.06 The term "GENE(S)" means a DNA molecule received from MONSANTO or
     a  replicate  thereof  which when  inserted  into the  SOYBEANS  results in
     increased tolerance to GLYPHOSATE.

          2.07 The term  "GLYPHOSATE"  means any herbicidally  effective form of
     N-phosphonomethylglycine   including   any  salt   thereof   or  any  other
     5-enolpyruvyl-3-shikimate phosphate synthase inhibitor.

          2.08 The term  "GROWER  AGREEMENT"  shall mean the  agreement  between
     MONSANTO and the SOYBEAN  grower in the form provided by MONSANTO from time
     to time.

          2.09 The term  "GROWER FEE" shall mean the per UNIT fee charged to the
     SOYBEAN  grower  under the terms of the  GROWER  AGREEMENT  at such time as
     MONSANTO  may have  elected  to  license  growers  pursuant  to  Subsection
     3.10(c).

          2.10 The term  "LICENSED  PATENT  RIGHTS"  shall mean the  patents and
     patent  applications  listed in Exhibit B (which may be amended by MONSANTO
     from time to time to add additional patents or patent applications) and any
     and  all  patents  maturing  from  these   applications  or  maturing  from
     applications that are divisionals,  continuations or  continuations-in-part
     of  these  applications  in the  TERRITORY  and  any and  all  reissues  or
     extensions of any of the foregoing.

          2.11 The term "LICENSED  COMMERCIAL SEED" means LICENSEE-brand seed of
     the SOYBEAN,  identified  by the brand(s)  listed in  Subsection  3.02 (a),
     below, which incorporates the GENE through traditional breeding by LICENSEE
     or another licensee of MONSANTO from transgenic  SOYBEAN germplasm supplied
     by MONSANTO using transgenic SOYBEAN line 40-3.

          2.12 The term  "LICENSEE"  shall mean Delta and Pine Land  Company,  a
     company  organized and existing under the laws of the State of Delaware and
     its wholly-owned AFFILIATES.

          2.13 The term  "NET-GROWER  FEE" shall mean the "GROWER FEE" less: (i)
     any grower rebate on LICENSED  COMMERCIAL SEED provide by MONSANTO directly
     to growers;  and/or (ii) any LICENSEE  rebate on LICENSED  COMMERCIAL  SEED
     provided by MONSANTO directly to LICENSEE.

          2.14 The term  "NET-ROYALTY"  shall mean the "ROYALTY"  less:  (i) any
     grower rebate on LICENSED  COMMERCIAL SEED provided by MONSANTO directly to
     growers;  and/or  (ii) any  LICENSEE  rebate on  LICENSED  COMMERCIAL  SEED
     provided by MONSANTO directly to LICENSEE.

          2.15 The term "NON-MONSANTO  HERBICIDE  TOLERANCE GENE" shall mean any
     DNA  molecule  not  naturally-occurring  in  SOYBEANS  providing  herbicide
     tolerance  from  a  source  other  than  MONSANTO.  For  purposes  of  this
     definition, a DNA molecule shall be considered to be naturally-occurring in
     SOYBEANS  if it exists in a SOYBEAN  plant at a high  enough  frequency  to
     provide


<PAGE>


     herbicide  tolerance  without further  selection  and/or if it has not been
     produced  as a result of tissue  culture  selection,  mutagenesis,  genetic
     engineering  using  recombinant DNA techniques or other in vitro or in vivo
     modification to the plant.

          2.16 The term  "MONSANTO"  shall  mean  Monsanto  Company,  a  company
     organized and existing under the laws of the State of Delaware with offices
     at 800 N. Lindbergh Boulevard, St. Louis, Missouri 63167.

          2.17  The term  "MONSANTO  KNOW-HOW"  shall  mean  any  knowledge  and
     information in the possession of MONSANTO as of the EFFECTIVE DATE relating
     to the GENE and its expression in SOYBEANS  which is reasonably  needed for
     commercialization of LICENSED COMMERCIAL SEED.

          2.18 The term  "MONSANTO  PATENT  RIGHTS" means the patents and patent
     applications  listed  in  Exhibit  A, and any  patents  granted  or  issued
     pursuant  to any of the  foregoing  in the  TERRITORY  and any  extensions,
     continuations, continuations-in-part, reissues or divisions thereof and any
     patent applications and patents hereafter filed, granted or issued relating
     directly to the GENE and wholly-owned by MONSANTO.

          2.19 The term "ROYALTY" shall mean a fee determined annually solely by
     MONSANTO  as  provided in  Subsection  4.02  below,  payable to MONSANTO by
     LICENSEE as provided in Subsection 3.10(b) below.

          2.20 The term "ROUNDUP(R)  HERBICIDE" means any GLYPHOSATE formulation
     sold by MONSANTO  that is  registered  for use on SOYBEANS and includes the
     ROUNDUP(R)  HERBICIDE  brand  name or any other  brand name  designated  by
     MONSANTO to LICENSEE from time to time.

          2.21  The  term  "ROUNDUP  READY(R)  TRADEMARK  AGREEMENT"  means  the
     agreement  between  MONSANTO and  LICENSEE for use of the Roundup  Ready(R)
     trademark attached hereto as Exhibit C.

          2.22 The term "ROUNDUP  READY(R) SOYBEAN SEED SERVICES FEE" shall mean
     the fee to be paid to  LICENSEE  under  Subsection  4.01 and  described  in
     Exhibit G below.

          2.23 The term  "SOYBEAN(S)"  means Glycine max,  other than  varieties
     that are marketed as high or enhanced or modified  oil;  high,  enhanced or
     modified carbohydrate;  high, enhanced or modified protein or as containing
     any other  compositional  attribute  that  distinguishes  the variety  from
     industry-standard commodity SOYBEANS.

          2.24 The term "TERRITORY" shall mean the United States of America.

          2.25 The term "THIRD PARTY(IES)" shall mean any person,  organization,
     firm,  company,  partnership  or entity other than  MONSANTO,  LICENSEE and
     their respective AFFILIATES.

          2.26 The term "UNIT" means:

          (a) If LICENSEE  prices on a per weight  basis,  a quantity of SOYBEAN
     seed weighing fifty (50) pounds;

          (b) If LICENSEE  prices on a seed count basis,  160,000 SOYBEAN seeds.
     MONSANTO  will  notify  LICENSEE  of any  change in the seed  count used to
     determine a "UNIT" under the seed count basis, annually.




<PAGE>



                         Section 3-Conveyance of Rights

          3.01 License Grant:

          (a) MONSANTO hereby grants to LICENSEE and LICENSEE hereby accepts, on
     and  subject  to the terms and  conditions  of this  AGREEMENT,  the right,
     without the right to  sublicense  or otherwise  transfer,  a  non-exclusive
     license in the TERRIITORY under MONSANTO PATENT RIGHTS,  MONSANTO KNOW-HOW,
     BIOLOGICAL MATERIALS and LICENSED PATENT RIGHTS to develop,  produce,  have
     produced, and sell, via LICENSEE'S distribution system, LICENSED COMMERCIAL
     SEED to SOYBEAN  growers  licensed by  MONSANTO  to  purchase  and use such
     LICENSED  COMMERCIAL  SEED without the right to sublicense,  subject to the
     provisions of this  AGREEMENT,  including but not limited to the provisions
     of Section 3 hereof.

          (b) In the event that  LICENSEE  desires to produce  seed of  LICENSED
     COMMERCIAL SEED outside the TERRITORY for subsequent sale in the TERRITORY,
     LICENSEE must obtain the prior written approval of MONSANTO.

          3.02 Distribution of LICENSED COMMERCIAL SEED:

          (a) With respect to the sales of LICENSED COMMERCIAL SEED hereunder in
     the TERRITORY,  LICENSEE shall distribute  and/or sell LICENSED  COMMERCIAL
     SEED  branded   solely  under  the  following   trademarks  or  trade  name
     exclusively owned or used by LICENSEE: Deltapine, Sure-Grow, Paymaster, and
     D&PL.  LICENSEE may establish a new trade name to sell LICENSED  COMMERCIAL
     SEED, provided the new trade name is exclusively owned by LICENSEE and such
     trade name has not been acquired  directly or indirectly from a third party
     with  financial  indebtedness  to  MONSANTO.  LICENSEE  shall  not  use any
     trademark  of  any  THIRD  PARTY  in  connection  with  sales  of  LICENSED
     COMMERCIAL  SEED  other than  trademarks  associated  with  non-genetically
     engineered   traits  present  in  LICENSED   COMMERCIAL  SEED,   trademarks
     associated  with  seed  treatments,  or the  STS(R)  trademark  and logo in
     connection  with LICENSED  COMMERCIAL  SEED containing that trait and which
     have been  approved  by MONSANTO as  provided  for in  Subsection  3.06 (b)
     below.

          (b) Pursuant to Subsection  3.01(a) above,  the LICENSEE may not give,
     sell or  otherwise  transfer  LICENSED  COMMERCIAL  SEED(s)  except  as (1)
     planting seed (A) to growers  directly  licensed by MONSANTO for their sole
     use in producing a commercial grain crop, and/or (B) to retail dealers,  or
     distributors  for  resale to retail  dealers,  for  retail  sale to growers
     directly  licensed by MONSANTO  for the  growers'  sole use in  producing a
     commercial grain crop or (2) for crushing or other  non-reproductive use to
     oil mills subject to agreements  prohibiting use for planting.  In order to
     give  LICENSEE an  opportunity  to sell its excess  quantities  of LICENSED
     COMMERCIAL SEED(s) at wholesale,  the LICENSEE may sell LICENSED COMMERCIAL
     SEED(s) to another of  MONSANTO's  LICENSEEs if and only if such  wholesale
     transactions are (1) brokered through Corn States Hybrid Service, L.L.C. of
     Des Moines,  Iowa; (2) brokered through another  brokerage company approved
     by MONSANTO;  or (3) sold directly to another MONSANTO LICENSEE after first
     identifying such LICENSEE and obtaining MONSANTO's prior written consent to
     the sale.

          (c)  LICENSEE  shall be  permitted  to supply  specific  varieties  of
     LICENSED  COMMERCIAL  SEED in the TERRITORY to THIRD PARTIES for subsequent
     production  and/or  sale by such  THIRD  PARTY so long  as,  at the time of
     supplying  seed of such variety,  the THIRD PARTY is a licensee of MONSANTO
     under the  MONSANTO  PATENT  RIGHTS  and  LICENSED  PATENT  RIGHTS  for the
     development,  production and sale of SOYBEAN seed which exhibits COMMERCIAL
     TOLERANCE to  GLYPHOSATE  herbicide.  If LICENSEE does supply such specific
     varieties to THIRD PARTIES, LICENSEE shall be responsible:  (i) for payment
     of  ROYALTIES  due  under  Subsection  3.10  (b)  below  for  UNITS of such
     varieties  transferred  by such THIRD  PARTIES,  or (ii) for collection and
     transfer to MONSANTO of the GROWER FEES due in connection with transfers of
     such varieties by such THIRD PARTIES if MONSANTO has provided notice of its
     option to use the GROWER FEE approach under  Subsection  3.10(c).  LICENSEE
     may comply with this  responsibility  by  requiring as part of its contract
     with the  THIRD  PARTY  that the  THIRD  PARTY pay  ROYALTIES  directly  to
     MONSANTO  or to collect and  transfer  GROWER  FEES  directly to  MONSANTO,
     provided that THIRD PARTY  agreement  designates  MONSANTO as a THIRD PARTY
     beneficiary  to  such  agreement  and  such  agreement  is  enforceable  by
     MONSANTO.


<PAGE>


          (d)  LICENSEE  shall notify  MONSANTO of the company or companies  and
     employee  contact(s)  therewith  which  LICENSEE  would  like  MONSANTO  to
     consider as licensees of  GLYPHOSATE-tolerant  seed  technology.  MONSANTO,
     with the  permission of its  licensees,  will make known to LICENSEE  those
     companies  which  are  licensed  by  MONSANTO  to sell  GLYPHOSATE-tolerant
     SOYBEAN seed and which may desire to purchase/source SOYBEAN seed/germplasm
     containing the GENE from LICENSEE.

          (e)  Notwithstanding  the  provisions  of  subparagraphs  3.02(c)  and
     3.02(d),  MONSANTO shall have no obligation to grant a license under either
     the MONSANTO PATENT RIGHTS or LICENSED  PATENT RIGHTS for the  development,
     production and sale of SOYBEAN seed which exhibits COMMERCIAL  TOLERANCE to
     GLYPHOSATE  herbicide to any THIRD PARTY,  nor any obligation to require or
     suggest  that any THIRD PARTY which may obtain such a license  procure from
     LICENSEE  transgenic  SOYBEAN   seed/germplasm  which  exhibits  COMMERCIAL
     TOLERANCE to GLYPHOSATE herbicide.

          (f) LICENSEE shall not sell,  under contract or license from any THIRD
     PARTY,  including other licensees of the subject MONSANTO  technology,  any
     SOYBEAN  variety  within the scope of either the MONSANTO  PATENT RIGHTS or
     the LICENSED  PATENT RIGHTS unless seed of such SOYBEAN variety is sold, by
     LICENSEE or its distributor  customers,  only to growers licensed under the
     GROWER AGREEMENT.

          3.03 Marking of LICENSED COMMERCIAL SEED:

          (a) In conjunction  with the use of a GROWER  AGREEMENT and subject to
     Subsection 3.03(b),  LICENSEE shall  conspicuously  display directly on all
     packages  containing  LICENSED COMMERCIAL SEED to be sold or transferred to
     permitted THIRD PARTY growers or customers, the following notice:

          THESE  SEEDS ARE  COVERED  UNDER U.S.  PATENTS  4,940,835;  5,188,642;
          5,352,605;  5,530,196; 5,633,435; 5,717,084; 5,728,925; AND 5,804,425.
          THE PURCHASE OF THESE SEEDS  CONVEYS NO LICENSE  UNDER SAID PATENTS TO
          USE THESE SEEDS. A LICENSE MUST FIRST BE OBTAINED FROM MONSANTO BEFORE
          THESE SEEDS CAN BE USED IN ANY WAY.

          (b)  MONSANTO  reserves  the right to amend,  or  otherwise  specify a
     substitute  notice under  Subsection  3.03(a).  LICENSEE agrees to promptly
     implement and use any amended or substituted  notice as may be specified by
     MONSANTO from time to time.

          3.04 Trademark Usage:

          (a) It is agreed  that the  ROUNDUP  READY(R)  trademark  (or  another
     trademark)   owned  by  MONSANTO   shall  be  licensed  to  LICENSEE  on  a
     non-exclusive basis pursuant to ROUNDUP READY(R) TRADEMARK  AGREEMENT.  The
     parties shall execute said trademark license agreement set forth in Exhibit
     C upon execution of this AGREEMENT.  LICENSEE shall  conspicuously  display
     said trademark and any  accompanying  logo on all packages and  promotional
     literature  containing  or  relating  to  LICENSED  COMMERCIAL  SEED.  Each
     occurrence  of  said  trademark  shall  be  accompanied  by  the  following
     footnote:

          "Roundup Ready(R) is a registered trademark of, and used under license
     from, Monsanto Company."

          (b) Upon notice to LICENSEE, MONSANTO can substitute another trademark
     to be used by the LICENSEE in place of the MONSANTO-owned trademark then in
     use  pursuant  to the terms of  Subsection  3.04(a).  Upon  such  notice by
     MONSANTO,  LICENSEE shall promptly cease use of such trademark and commence
     use of such substitute  trademark.  MONSANTO shall notify LICENSEE by May 1
     prior to the FISCAL YEAR in which the  substitute  trademark is to be first
     used.  LICENSEE shall be permitted to continue use of the current trademark
     for a period of time,  not to exceed one FISCAL YEAR from such  notice,  to
     exhaust  inventory of seed  packaging and other  materials  containing  the
     trademark to be discontinued.


<PAGE>


          (c) In the event that MONSANTO should no longer require the use of the
     ROUNDUP READY(R) trademark by GENE licensees in SOYBEANS, LICENSEE shall be
     so notified, and shall terminate use of the ROUNDUP READY(R) trademark.  In
     such  event,  LICENSEE  shall,  if legally  permissible,  be  permitted  to
     continue use of the current  trademark for a period of time,  not to exceed
     one FISCAL YEAR from such notice,  to exhaust  inventory of seed  packaging
     and other materials containing the trademark to be discontinued.

          (d) In the event that MONSANTO should  terminate the ROUNDUP  READY(R)
     TRADEMARK  AGREEMENT  as  permitted  therein,   without  cause,  LICENSEE's
     obligation to display said trademark  pursuant to Subsection  3.04(a) shall
     be waived.

          3.05 No Other Licenses:

          (a) No license is granted by this  AGREEMENT,  under  MONSANTO  PATENT
     RIGHTS (or any other patent right), MONSANTO KNOW-HOW, BIOLOGICAL MATERIALS
     or LICENSED  PATENT RIGHTS by implication or otherwise to make,  have made,
     use, sell, offer to sell, or import any DNA or genes or transgenic  Glycine
     max cells,  Glycine max plants or Glycine max seed other than that produced
     by LICENSEE through the use of MONSANTO KNOW-HOW and BIOLOGICAL MATERIALS.

          (b) No license is granted by this AGREEMENT, under the MONSANTO PATENT
     RIGHTS  (or any other  patent  right),  MONSANTO  KNOW-HOW  and  BIOLOGICAL
     MATERIALS, or LICENSED PATENT RIGHTS, by implication or otherwise, to make,
     have made,  use, sell,  offer to sell or import  LICENSED  COMMERCIAL  SEED
     produced from direct  transformation  of MONSANTO  KNOW-HOW and  BIOLOGICAL
     MATERIALS or their progeny without the prior express written  authorization
     of MONSANTO.

          (c) No license is granted by this AGREEMENT, under the MONSANTO PATENT
     RIGHTS  (or any other  patent  right),  MONSANTO  KNOW-HOW  and  BIOLOGICAL
     MATERIALS or LICENSED  PATENT RIGHTS by  implication  or otherwise to make,
     have made,  use, sell,  offer to sell, or import  LICENSED  COMMERCIAL SEED
     which contains any gene, not  naturally-occurring  in SOYBEANS,  other than
     the licensed GENE which results in increased tolerance to any herbicide.

          (d) LICENSEE shall not, without the prior written consent of MONSANTO,
     (i) modify the GENE, (ii) modify or use any regulatory  sequence  contained
     in the GENE, or (iii) insert or cross into any LICENSED COMMERCIAL SEED any
     NON-MONSANTO HERBICIDE TOLERANCE GENE which exhibits any in-planta activity
     with the exception of those  NON-MONSANTO  HERBICIDE  TOLERANCE GENEs which
     express the trait of resistance to acetolactate synthase ("ALS") inhibiting
     herbicide  compounds,  trademarked  STS(R).  Without prejudice to any other
     remedy  available under terms of this AGREEMENT,  in the event that (i) the
     GENE or any  regulatory  sequence  is  modified,  or (ii)  any  other  gene
     (non-naturally  occurring  in  SOYBEANS)  sourced  from a party  other than
     MONSANTO is inserted or crossed into any LICENSED COMMERCIAL SEED, LICENSEE
     SHALL DEFEND AND INDEMNIFY  AGAINST,  AND HOLD MONSANTO AND ITS  EMPLOYEES,
     DIRECTORS,  OFFICERS AND AGENTS HARMLESS FROM, ANY LOSS, COST, LIABILITY OR
     EXPENSE  INCLUDING  COURT COSTS AND REASONABLE  FEES OF ATTORNEYS AND OTHER
     PROFESSIONALS)  INCURRED  FROM ANY CLAIM ARISING OR ALLEGED TO ARISE OUT OF
     ANY LICENSED  COMMERCIAL  SEED  CONTAINING  SUCH  MODIFIED  GENE,  MODIFIED
     REGULATORY SEQUENCE OR NON-NATURALLY OCCURRING GENE.

          (e) THE  INDEMNIFICATION  UNDER SUBSECTION  3.05(d) SHALL NOT APPLY TO
     ANY  CLAIM  AGAINST  MONSANTO  FOR  INFRINGEMENT  OF A  PATENT  OWNED  BY A
     THIRD-PARTY PATENTEE, INSOFAR AS SUCH CLAIM ARISES SOLELY OUT OF LICENSEE'S
     USE OF TRANSGENIC  SOYBEAN GERMPLASM  SUPPLIED BY MONSANTO USING TRANSGENIC
     SOYBEAN LINE 40-3 AND TO THE EXTENT SUCH CLAIM SPECIFICALLY  ALLEGES PATENT
     INFRINGEMENT  BASED ON A CLAIM THAT  LICENSEE'S  USE OF TRANSGENIC  SOYBEAN
     GERMPLASM  SUPPLIED  BY  MONSANTO  USING  TRANSGENIC  SOYBEAN  LINE 40-3 IS
     INFRINGING UPON THE PATENT RIGHTS OF SUCH THIRD PARTY.

          (f) No license is granted to  LICENSEE  by  MONSANTO  for any  country
     outside the TERRITORY.

          (g) No  license  is  granted  by this  AGREEMENT,  to any  proprietary
     germplasm of MONSANTO or its AFFILIATES other than as provided herein.



<PAGE>

          3.06 Herbicide Use and Other Herbicide Tolerance Genes

          (a)  If  LICENSEE,   directly  or  indirectly,   uses  any  GLYPHOSATE
     containing  herbicide  or any other EPSP  synthase  inhibitor  herbicide in
     connection  with the SOYBEAN crop produced from LICENSED  COMMERCIAL  SEED,
     the herbicide  shall be a ROUNDUP(R)  HERBICIDE  labeled for use on ROUNDUP
     READY(R)  SOYBEANS.  No other  GLYPHOSATE or other EPSP synthase  inhibitor
     herbicide  may be  used  by  LICENSEE  on  plants  produced  from  LICENSED
     COMMERCIAL SEED. This provision shall not limit the use of herbicides other
     than GLYPHOSATE on such SOYBEAN plants.

          (b)  LICENSEE  agrees  not to  commercialize  a  variety  of  LICENSED
     COMMERCIAL SEED which carries one or more NON-MONSANTO  HERBICIDE TOLERANCE
     GENE(s).  Except, LICENSEE shall be permitted to commercialize varieties of
     LICENSED  COMMERCIAL  SEED which  contain  the trait of  resistance  to ALS
     inhibiting herbicidal compounds, trademarked STS(R), provided that LICENSEE
     will be responsible to secure any rights  necessary to  commercialize  said
     varieties, for example, from E. I. DU PONT DE NEMOURS AND CO, a corporation
     of the State of Delaware,  having its  principal  place of business at 1007
     Market Street,  Wilmington,  Delaware,  19898.  LICENSEE may source SOYBEAN
     germplasm which contains the trait of resistance to  acetolactate  synthase
     ("ALS")  inhibiting   herbicidal  compounds  trademarked  STS(R)  from  any
     available  supplier.  MONSANTO  must  approve  all  varieties  of  LICENSED
     COMMERCIAL  SEED which  contain  the trait of  resistance  to  acetolactate
     synthase ("ALS") inhibiting herbicidal compounds,  as defined in Exhibit E,
     prior to  commercialization  by LICENSEE.  For  avoidance  of doubt,  it is
     understood that LICENSEE shall comply with Subsection 3.06 (a) with respect
     to these stacked lines.

          3.07 Product Specification and Promotion:

          (a) LICENSEE shall not commercialize any germplasm/seed produced using
     MONSANTO KNOW-HOW and BIOLOGICAL MATERIALS as planting seed without written
     authorization from MONSANTO as set forth herein.

          (b) Prior to  marketing a new variety of LICENSED  COMMERCIAL  SEED as
     tolerant to  GLYPHOSATE,  LICENSEE  shall  disclose to MONSANTO  sufficient
     field  evaluation  data for such variety to  demonstrate  to the reasonable
     satisfaction of MONSANTO that such variety  exhibits  COMMERCIAL  TOLERANCE
     and acceptable agronomic  performance according to the procedures set forth
     in Exhibit E. MONSANTO  shall  approve or  disapprove  the marketing of the
     subject  variety of LICENSED  COMMERCIAL SEED in writing within thirty (30)
     days of the receipt of all data pursuant to this Subsection 3.07.

          (c) In the event that  MONSANTO  has  authorized  the  marketing  of a
     variety of LICENSED  COMMERCIAL  SEED,  that  authorization  of the subject
     variety shall  continue  unless the subject  variety should fail to exhibit
     COMMERCIAL TOLERANCE.

          (d) LICENSEE  shall include  ROUNDUP  READY(R)  trademark,  logo,  and
     positioning  statements or taglines  reasonably provided by MONSANTO on all
     promotional materials for LICENSED COMMERCIAL SEED.

          (e) In the event that the data described in this  Subsection  3.07 has
     been previously  supplied to MONSANTO by an authorized  licensee of SOYBEAN
     varieties  containing the GENE,  MONSANTO shall inform  LICENSEE,  upon the
     written request of LICENSEE, and LICENSEE shall not have to supply the data
     previously supplied to MONSANTO.

          3.08  LICENSEE's  Marketing  Responsibilities:  MONSANTO  and LICENSEE
     shall meet from time to time to determine  which of the following  services
     shall be  provided  by  LICENSEE.  Upon the  written  request of  MONSANTO,
     LICENSEE shall perform the following activities:

          (a) Provide the skill, personnel,  equipment,  facilities and supplies
     (including, as may be requested by MONSANTO, providing the GROWER AGREEMENT
     to  growers)  required  to  administer  the  GROWER  AGREEMENT  in the form
     supplied by MONSANTO from time to time. The responsibilities of Subsections
     3.08 and 3.09 shall be performed in an efficient, safe and timely manner at
     the LICENSEE's location and in accordance with such reasonable instructions
     as provided by MONSANTO from time to time. The  responsibilities  set forth
     in  Subsections  3.08 and 3.09 may be  reasonably  amended by MONSANTO from
     time to time.


<PAGE>


          (b) Require in written  agreements  with  distributors  authorized  by
     LICENSEE  to  resell  LICENSED  COMMERCIAL  SEED,  (and in the  event  that
     LICENSEE sells LICENSED  COMMERICAL SEED directly to dealers for resale, in
     written  agreements  with such dealers) by addendum to existing  agreements
     and  inclusion  in  future  agreements,  that such  distributors  (and such
     dealers,  if any) carry out the activities set forth in Exhibit F. LICENSEE
     shall use commercially  reasonable efforts to have each of its distributors
     (and such dealers,  if any) comply with such  requirements  and to obligate
     its   distributors  to  require  dealers  to  which  they  resell  LICENSED
     COMMERCIAL  SEED to comply  with such  requirements.  LICENSEE  shall  only
     permit its distributors to convey or transfer  LICENSED  COMMERCIAL SEED to
     any  THIRD  PARTY  for  further  distribution  if  the  distributor  has an
     agreement  with such THIRD PARTY  obligating  such THIRD PARTY to the terms
     set forth in Exhibit F which  MONSANTO may  reasonably  change from time to
     time.

          (c) LICENSEE shall obligate each  distributor (and any dealer to which
     LICENSEE   sells   LICENSED   COMMERCIAL   SEED)  and  shall  obligate  its
     distributors to obligate  dealers to which they resell LICENSED  COMMERCIAL
     SEED to supply  copies of the  GROWER  AGREEMENT  to  growers  on behalf of
     MONSANTO  for  execution  by the grower,  and remit to LICENSEE  all GROWER
     AGREEMENTS.  Each such  dealer or  distributor  shall  retain a copy of the
     GROWER AGREEMENT,  provide a copy to the grower (or the grower's authorized
     representative)  and  the  designated  LICENSEE  representative  and  shall
     forward the other to MONSANTO or to a THIRD PARTY designated by MONSANTO.

          (d) Keep  appropriate and complete records with respect to all matters
     covered by this  Subsection  3.08 for a period of at least  three (3) years
     from the date the  record is made.  LICENSEE  shall  make all such  records
     available to MONSANTO for  information  at all  reasonable  times and shall
     provide copies thereof as requested by MONSANTO without charge.

          (e) Not utilize as  distributors  or, in the event that LICENSEE sells
     LICENSED  COMMERCIAL  SEED  directly  to dealers  as  dealers  of  LICENSED
     COMMERCIAL  SEED and shall  require  its  distributors  not to  utilize  as
     retailers of LICENSED  COMMERCIAL SEED entities which MONSANTO has notified
     D&PL of in writing to have  previously  breached the covenants set forth in
     Exhibit F or similar  covenants in other  MONSANTO  licenses.  MONSANTO may
     inform LICENSEE of entities which MONSANTO reasonably believes LICENSEE may
     be  considering or then using who are in breach of the activities set forth
     in  Exhibit  F. In the  event  that a dealer  or  distributor  of  LICENSED
     COMMERCIAL  SEED breaches the pertinent  obligations set forth in Exhibit F
     and the involved  dealer or  distributor  does not cure such breach  within
     thirty (30) days,  LICENSEE shall (or shall cause its  distributor,  in the
     case of distributor's retail dealer, to), at its election, either terminate
     its agreement  with such dealer or  distributor or modify such agreement so
     that the involved  dealer or distributor is no longer  involved in the sale
     of LICENSED COMMERCIAL SEED.

          (f) Handle,  in consultation with MONSANTO,  complaints  regarding the
     performance of any LICENSED COMMERCIAL SEED.

          (g)  Provide  information  (to the  extent  LICENSEE  makes  any sales
     directly to growers)  regarding  the  volumes of LICENSED  COMMERCIAL  SEED
     purchased and names and addresses of purchasers of LICENSED COMMERCIAL SEED
     to ensure that GROWER AGREEMENTS are being executed.

          (h) Permit  MONSANTO to use the names and  addresses of  purchasers of
     LICENSED  COMMERCIAL  SEED  disclosed  pursuant to Subsection  3.08(a),  in
     direct  marketing  of LICENSED  COMMERCIAL  SEED;  provided  however  that,
     MONSANTO  shall not  disclose  the names and  addresses  of  purchasers  of
     LICENSED  COMMERCIAL  SEED to any THIRD  PARTY or  competitor  of  LICENSEE
     including any AFFILIATE of MONSANTO.  MONSANTO shall take reasonable action
     to use separate  personnel to handle such  information  from the  personnel
     directly involved in the marketing of LICENSED  COMMERCIAL SEED by MONSANTO
     or its AFFILIATES.

          3.09 Additional Responsibilities of LICENSEE:

          (a)  LICENSEE  shall be  responsible  for the  production,  packaging,
     distribution and sale of LICENSED COMMERCIAL SEED.

          (b) LICENSEE shall handle the initial stages of any customer inquiries
     or complaints  regarding the performance of any LICENSED  COMMERCIAL  SEED.
     LICENSEE shall document all


<PAGE>


     complaints and provide a product performance report within thirty (30) days
     of the  close  of each  FISCAL  YEAR.  MONSANTO  shall  have  the  right to
     participate  in any and all  responses  to  farmer  complaints  at its sole
     discretion.

          (c) LICENSEE shall conduct  technical  training  meetings for its seed
     company  salaried  employees  and  dealers  as  may be  appropriate  in its
     discretion.  Any training  materials not provided directly by MONSANTO must
     be  approved  in  writing  by  MONSANTO  prior  to use by  LICENSEE  or its
     distributors/dealers.

          (d) LICENSEE shall conduct meetings as may be provided for in a grower
     education plan mutually agreed upon by MONSANTO and LICENSEE, to explain to
     growers the benefits of LICENSED COMMERCIAL SEED.

          (e) LICENSEE shall  cooperate with MONSANTO in the  implementation  of
     marketing  programs  developed  for LICENSED  COMMERCIAL  SEED by MONSANTO.
     LICENSEE  shall also  participate  with  MONSANTO in  conducting  marketing
     research, which may include customer surveys targeted at growers.

          (f)  LICENSEE  shall  provide to MONSANTO  quarterly  reports on dates
     specified  by MONSANTO  (in a form to be  designated  by  MONSANTO)  on all
     LICENSED  COMMERCIAL SEED including the seed production  forecast and sales
     forecast  for the  remainder  of the  current  FISCAL  YEAR  and  the  seed
     production  forecast and sales forecast for the upcoming  FISCAL YEAR. This
     report shall  specify the source of the  germplasm  (if from a THIRD PARTY)
     for the supply  and the sales  forecast.  Each  report  shall also  include
     forecast  and actual  sales for total UNITS by maturity  group for both the
     current FISCAL YEAR and the upcoming FISCAL YEAR. This information shall be
     subject to Section 10 below.

          (g)  LICENSEE  shall  provide to  MONSANTO  performance  data for each
     variety of LICENSED  COMMERCIAL  SEED compared to  conventional  varieties.
     MONSANTO shall be permitted to pool data collected for LICENSED  COMMERCIAL
     SEED with  similar  data from other  LICENSEEs  and use the pooled data for
     sales  promotion,   provided  further  that  MONSANTO  shall  not  disclose
     information  obtained from  LICENSEE  relating  specifically  to particular
     LICENSEE  varieties of LICENSED  COMMERCIAL SEED without LICENSEE'S express
     consent.

          (h) LICENSEE shall invite MONSANTO  representatives  to participate in
     annual sales meetings or other meetings to the extent that participation in
     such meetings are requested by MONSANTO as part of its communication  plan,
     to communicate  information about the LICENSED  COMMERCIAL SEED,  including
     market positioning, and grower follow up to assess LICENSED COMMERCIAL SEED
     performance and compliance with the GROWER AGREEMENT.

          (i)  LICENSEE  shall   cooperate  with  MONSANTO  to  educate  growers
     purchasing  LICENSED  COMMERCIAL SEED regarding the terms and conditions of
     the GROWER  AGREEMENT.  LICENSEE  shall  cooperate to educate  growers that
     LICENSED  COMMERCIAL  SEED is to be  used  solely  for  planting  a  single
     commercial crop and shall not be supplied to any other person or entity for
     planting. Growers shall not save any crop produced from LICENSED COMMERCIAL
     SEED for replanting, or supply saved seed to anyone for replanting.

          3.10 GROWER AGREEMENT, ROYALTY and Label License:

          (a) MONSANTO  shall license  growers to purchase  LICENSED  COMMERCIAL
     SEED.  Terms of the  GROWER  AGREEMENT  shall be  determined  by  MONSANTO.
     LICENSEE shall not sell or transfer,  or allow its  distributors or dealers
     to  transfer,  LICENSED  COMMERCIAL  SEED to any THIRD  PARTY for  planting
     unless that THIRD PARTY is licensed by MONSANTO.

          (b) Unless MONSANTO has given notice under  Subsection  3.10(c) of its
     election to license growers to purchase LICENSED COMMERCIAL SEED subject to
     payment of a GROWER  FEE,  LICENSEE  shall pay a ROYALTY to MONSANTO on the
     net number of UNITS (after  replants  and  returns) of LICENSED  COMMERCIAL
     SEED transferred to growers, the net number of UNITS otherwise  transferred
     to THIRD PARTIES for use as planting seed and the net number of UNITS (less
     the number of UNITS planted as foundation seed, research and pre-commercial
     production  blocks of up to 40 acres)  planted by or on behalf of  LICENSEE
     for seed  multiplication.  LICENSEE shall price its entire line of LICENSED
     COMMERCIAL SEED on either a weight basis or a seed count basis.


<PAGE>


          (c) Upon two (2) months written notice to LICENSEE,  but no later than
     July 1 of any calendar  year and  effective as of the  commencement  of the
     next  FISCAL  YEAR,  MONSANTO  shall have the right to  license  growers to
     purchase LICENSED  COMMERCIAL SEED, subject to payment of a GROWER FEE. The
     GROWER FEE shall be  determined  by  MONSANTO.  If,  after  having made the
     election  to  have  growers  pay  the  applicable  GROWER  FEE on  LICENSED
     COMMERCIAL  SEED,  MONSANTO  should  decide to revert  back to the  ROYALTY
     approach  contemplated  in  Subsection  3.10(b),   MONSANTO  shall  provide
     LICENSEE  with three months  notice to that effect but no later than July 1
     of any  calendar  year and  effective  as of the  commencement  of the next
     FISCAL YEAR.  The license  granted  herein to LICENSEE  will remain in full
     force and effect whether the ROYALTY approach or the GROWER FEE approach is
     in effect.

          3.11 New SOYBEAN Line From  MONSANTO:  If MONSANTO  grants  LICENSEE a
     license to a new SOYBEAN  line to be used in  producing  SOYBEANS  that are
     tolerant  to  GLYPHOSATE  herbicide  and  notifies  LICENSEE  in writing of
     MONSANTO'S intention to withdraw the GENE, LICENSEE agrees to withdraw from
     the market all LICENSED  COMMERCIAL SEED produced using transgenic  SOYBEAN
     line  40-3 in 3 years  or less.  MONSANTO  shall  not  notify  LICENSEE  to
     withdraw  LICENSED  COMMERCIAL  SEED from the  market as  provided  in this
     Subsection 3.11,  unless MONSANTO and its AFFILIATES each withdraw (and, to
     the  extent  it is  legally  able to do so,  MONSANTO  requires  its  other
     licensees,  in the  TERRITORY  to withdraw)  from the market seed  produced
     using transgenic SOYBEAN line 40-3.


                Section 4-Payments, Reports and Record Retention

          4.01 ROUNDUP  READY (R) SOYBEAN SEED SERVICES  FEES: In  consideration
     for carrying out the  activities set forth in Section 3, MONSANTO shall pay
     LICENSEE the ROUNDUP  READY(R)  SOYBEAN  SEED  SERVICES FEE as set forth in
     Exhibit G for each UNIT for which the ROYALTY (or GROWER FEE) is  collected
     and  remitted,  provided  however,  that for  purposes of  calculating  the
     ROUNDUP  READY(R)  SOYBEAN SEED SERVICES FEE due LICENSEE,  the  applicable
     ROYALTY  (or GROWER  FEE),  prior to any  offsets  or rebates  set forth in
     Subsections  2.13 and 2.14,  shall not exceed Six Dollars ($6.00) per UNIT.
     No SEED  SERVICES  FEES shall be due or payable to LICENSEE for those UNITS
     of LICENSED COMMERCIAL SEED transferred to growers, if any, unless a signed
     GROWER AGREEMENT and completed  purchase report for such UNITS are returned
     by the  applicable  due date to MONSANTO,  or another  party  designated by
     MONSANTO.  Unless  extended  by  agreement  of the  parties,  this  ROUNDUP
     READY(R) SEED SERVICES FEE shall be discontinued  after the payment for the
     FISCAL YEAR ending August 31, 2007.  Notwithstanding the above, if MONSANTO
     decides to continue to provide  industry-wide ROUNDUP READY(R) SOYBEAN SEED
     SERVICES  FEES to its licensees  during  Fiscal Years 2008 and  thereafter,
     MONSANTO  shall offer  LICENSEE the same  industry-wide  terms to earn such
     industry-wide  ROUNDUP  READY(R)  SOYBEAN  SEED  SERVICE  FEES for sales of
     LICENSED COMMERCIAL SEED.

          4.02 ROYALTY Notification:

          (a) Within ten (10) days  after the  EFFECTIVE  DATE in the year 2001,
     and on or  before  March 1 each  year  thereafter,  MONSANTO  shall  notify
     LICENSEE of its plans for the  ROYALTY  (or GROWER FEE) for the  subsequent
     FISCAL YEAR (e.g.,  March 2002 for the 2003 FISCAL YEAR).  The notice under
     this Subsection  4.02(a) shall not obligate MONSANTO to charge that ROYALTY
     (or GROWER FEE).

          (b) Within ten (10) days  after the  EFFECTIVE  DATE in the year 2001,
     and on or before  July 1 of each year  thereafter,  MONSANTO  shall  notify
     LICENSEE of the amount of the  ROYALTY  (or GROWER FEE) for the  subsequent
     crop year.  The ROYALTY (or GROWER FEE) included in a notice given pursuant
     to this  Subsection  4.02(b) shall be effective for the  subsequent  FISCAL
     YEAR and shall continue to be effective for future FISCAL YEARS  thereafter
     until a notice is given  pursuant to this  Subsection  4.02(b)  changes the
     ROYALTY (or GROWER FEE) for such future year.



<PAGE>


          4.03 Reports and Payments by LICENSEE:

          (a) LICENSEE  shall submit to MONSANTO  four periodic  reports  during
     each FISCAL YEAR in a format  specified  by MONSANTO.  Such  report,  which
     summarizes  the  ROYALTIES  (or GROWER  FEES) from  transfers  and sales of
     LICENSED  COMMERCIAL  SEED to  distributors  and (in the event  D&PL  sells
     LICENSED COMMERCIAL SEED to dealers) to dealers for the prior period of the
     subject  FISCAL  YEAR  and the  total  net  number  of  UNITS  of  LICENSED
     COMMERCIAL SEED sold by LICENSEE shall be submitted  quarterly as specified
     by MONSANTO.  These  reports  shall contain  specific  information  on each
     LICENSED  COMMERCIAL  SEED sold during the  previous  period as  reasonably
     determined by MONSANTO. Additionally, the first report of every FISCAL YEAR
     shall  include  information  on whether  LICENSEE is pricing  its  LICENSED
     COMMERCIAL  SEED on a weight  basis or seed  count  basis.  LICENSEE  shall
     submit to  MONSANTO  a final  report on or  before  September  15th for the
     immediately preceding FISCAL YEAR, which summarizes the ROYALTIES or GROWER
     FEES from transfers and sales of LICENSED  COMMERCIAL  SEED to distributors
     (and in the event  D&PL  sells  LICENSED  COMMERCIAL  SEED TO  dealers)  to
     dealers (minus UNITS wholesaled to Licensed THIRD PARTY seed companies) for
     the last quarter of such FISCAL YEAR and the entire  FISCAL YEAR  including
     information  on each  purchaser  and the total  number of UNITS of LICENSED
     COMMERCIAL  SEED sold by LICENSEE  less returns and any offset for LICENSED
     COMMERCIAL SEED sold for replant acres that has been approved in writing by
     MONSANTO.

          (b) No later than  September 25,  LICENSEE shall remit to MONSANTO all
     ROYALTIES  (or GROWER  FEES).  The ROYALTY (or GROWER  FEE)  remitted  each
     September  25th shall  include  the total  ROYALTY  (or GROWER FEE) for the
     immediately  preceding  FISCAL YEAR.  If no such payment is due to MONSANTO
     for the subject reporting period, the written report shall so state.

          4.04  Records  Retention  by  LICENSEE:  LICENSEE  shall keep  records
     showing  the  amount  of  LICENSED   COMMERCIAL   SEED  sold  or  otherwise
     transferred to THIRD PARTIES.  LICENSEE  further agrees to permit its books
     and records to be  examined  from time to time to the extent  necessary  to
     verify the reports  provided  for in  Subsection  4.03,  such  confidential
     examination to be made at MONSANTO'S discretion by either: (i) Precision Ag
     Services,  Inc., or (ii) an  independent  auditing firm appointed by and at
     the  expense of  MONSANTO,  which firm shall be  reasonably  acceptable  to
     LICENSEE.  Any  information  disclosed  in such audit  shall be  considered
     Confidential  Information subject to Section 10. Such records shall be kept
     and  examination  thereof shall be limited to a period of time no more than
     three (3) FISCAL YEARs immediately preceding the request for examination.

          4.05 Payment of SEED SERVICES FEES by MONSANTO: Within forty-five days
     of  MONSANTO'S  receipt  of the  ROYALTY  (or  GROWER  FEE) as set forth in
     Subsection  4.03,  MONSANTO shall pay LICENSEE the Roundup Ready(R) SOYBEAN
     SEED SERVICES FEE pursuant to Subsection 4.01.

          4.06 Methods for Payment:

          (a) Each payment to MONSANTO hereunder shall either be:

               (i) made by wire transfer to MONSANTO'S account:

                        Citibank, N.A.
                        399 Park Avenue
                        New York, NY  10043
                        ABA #: 021000089
                        Account Number:  30424808
                        Account Name:  Monsanto Agriculture Main

               or another  account  in the  United  States  which  MONSANTO  may
          subsequently  designate  from  time  to time by  notice  to  LICENSEE.
          LICENSEE  shall provide  written  notice of each such wire transfer to
          MONSANTO; or



<PAGE>


               (ii) made by check sent by mail to:

                         MONSANTO Company
                         P.O. Box 14247
                         St. Louis, Missouri 63150-4247

               or another  location  in the United  States  which  MONSANTO  may
          subsequently designate from time to time by notice to LICENSEE; or

               (iii) made by check sent by reputable courier service to:

                         Bank of America (formerly NationsBank)
                         4th Floor Lockbox Area - 14247
                         800 Market Street
                         St. Louis, MO  63101

               or another  location  in the United  States  which  MONSANTO  may
          subsequently designate from time to time by notice to LICENSEE.

          (b) Each payment to LICENSEE hereunder shall either be:

               (i) made by wire transfer to LICENSEE's account:

                         Bank of America
                         Charlotte, North Carolina 28255
                         ABA# 053-000-196
                         Account Number: 0653234203
                         Account Name: Delta and Pine Land Company

               or to another  account in the United  States  which  LICENSEE may
          subsequently  designate  from  time  to time by  notice  to  MONSANTO.
          MONSANTO  shall provide  written  notice of each such wire transfer to
          LICENSEE; or

               (ii) made by check sent to:

                         Delta and Pine Land Company
                         100 Main Street
                         Scott, MS 38772

               or another  location  in the United  States  which  LICENSEE  may
          subsequently designate from time to time by notice to MONSANTO.

               4.07 Late Payments: Except as set forth in Subsection 4.03(a), if
          LICENSEE or MONSANTO  fails to pay on the due date any amount which is
          payable  under  this   AGREEMENT  to  either   MONSANTO  or  LICENSEE,
          respectively,  then,  without  prejudice to other  Subsections of this
          AGREEMENT,  that amount shall bear interest compounded  quarterly from
          the due date until payment is made in full,  both before and after any
          judgment,  at an annual rate of four (4)  percentage  points above the
          prime  interest  rate  offered by CitiBank on the day payment was due,
          until paid,  provided,  however,  if such rate is no longer subject to
          being  ascertained,  MONSANTO  may,  by  written  notice to  LICENSEE,
          designate a reasonably equivalent interest rate.

               4.08 No Non-Monetary  Consideration for Sales: LICENSEE shall not
          accept or solicit any  non-monetary  consideration  in the sale of any
          LICENSED COMMERCIAL SEED.





<PAGE>

                    Section 5-Cooperation Between the Parties

               5.01 Development Information: From time to time during the period
          of this AGREEMENT, LICENSEE shall keep MONSANTO reasonably informed as
          to any  development  work  carried  out by  LICENSEE  with  respect to
          LICENSED COMMERCIAL SEED.

               5.02  MONSANTO  Field  Evaluations:  From time to time during the
          period of this AGREEMENT, LICENSEE shall permit properly qualified and
          authorized  representatives  of MONSANTO to have reasonable  access to
          the field evaluation of new varieties of LICENSED  COMMERCIAL SEED and
          the personnel involved in the development of new varieties of LICENSED
          COMMERCIAL  SEED for the sole purpose of verifying that LICENSEE is in
          compliance with the provisions of this AGREEMENT.

               5.03 Confidentiality: All disclosures made pursuant to any of the
          preceding  provisions  of this  Section  5  shall  be  subject  to the
          confidentiality provisions of Section 10.

               5.04 Contact Points:  Promptly after the EFFECTIVE DATE, MONSANTO
          and  LICENSEE  shall  each  nominate  an  individual  who  will be the
          principal point of contact between the parties for the purposes of the
          cooperation to be undertaken pursuant to this Section 5.


     Section 6-Regulatory Approval, Product Performance and Product Quality

               6.01 Regulatory Approvals:

               (a) The decision to seek regulatory  approval for use of the GENE
          in LICENSED COMMERCIAL SEED shall be made by MONSANTO.

               (b) If  MONSANTO,  in its sole  judgment  shall  seek  regulatory
          approval  for the use of the GENE in LICENSED  COMMERCIAL  SEED,  then
          MONSANTO  shall have sole  responsibility  for seeking  any  necessary
          and/or appropriate  regulatory approvals and/or product  registrations
          for LICENSED  COMMERCIAL  SEED.  The costs of securing such  approvals
          and/or registrations shall be borne solely by MONSANTO.

               (c) LICENSEE  shall be solely  responsible  for  registration  of
          LICENSED COMMERCIAL SEED in the TERRITORY if varietal  registration is
          required.

               6.02 Product Quality:

               (a) LICENSEE shall not sell any LICENSED  COMMERCIAL  SEED unless
          it meets the quality control standards as provided in Exhibit E, which
          may be  reasonably  modified  from time to time by MONSANTO,  provided
          that MONSANTO shall  simultaneously  make the same modification in the
          quality  control  standards  applicable to MONSANTO and its AFFILIATES
          and to the extent highly  permissible in the quality control standards
          applicable  to  each  of  its  other  licensees  of  the  GENE  in the
          TERRITORY.   MONSANTO   shall  provide   LICENSEE  with   commercially
          reasonable notice of such  modifications  prior to such  modifications
          becoming  effective.  LICENSEE shall maintain all testing  records for
          each lot of LICENSED  COMMERCIAL  SEED for a period of three (3) years
          after the final  sale of that seed lot of  LICENSED  COMMERCIAL  SEED.
          LICENSEE  shall  retain  samples  of  LICENSED   COMMERCIAL   SEED  in
          compliance  with  Federal  and State  laws and  regulations.  All test
          results,  inspection  records and other  quality  assurance or quality
          control  documentation shall be available to MONSANTO upon request and
          MONSANTO  shall  have a right  to  audit  LICENSEE's  quality  control
          program and to take and test subsamples  from the samples  retained by
          LICENSEE.

               (b)  MONSANTO  shall make  information  and  materials  available
          which:  (i)  MONSANTO  has in its  possession  and is legally  able to
          transfer to LICENSEE;  and (ii) in MONSANTO's  judgment are reasonably
          needed for LICENSEE to confirm that the LICENSED COMMERCIAL SEED which
          it plans to sell  meet the  quality  control  standards  set  forth in
          Exhibit E. Any such information  and/or materials shall be provided to
          LICENSEE at a price no higher than the price at which  MONSANTO  makes
          such  information  and/or  materials  available to other  licensees of
          MONSANTO'S ROUNDUP READY(R) technology for use in SOYBEANS.




<PAGE>

                                Section 7-Patents

               7.01 Patent Procurement:  MONSANTO shall have the exclusive right
          to apply for,  seek issuance of, and maintain or abandon any or all of
          the MONSANTO PATENT RIGHTS.

               7.02 Patent Enforcement:

               (a)  LICENSEE  shall  give  prompt  notice  to  MONSANTO  of  any
          infringement or claim of infringement of the MONSANTO PATENT RIGHTS or
          LICENSED  PATENT  RIGHTS within the subject  matter of this  AGREEMENT
          which may come to its attention.

               (b)  MONSANTO  shall  have  the  exclusive  right  (but  not  the
          obligation)  to institute and conduct legal action against THIRD PARTY
          infringers  of the  MONSANTO  PATENT  RIGHTS,  and to enter  into such
          settlement  agreements  as  may be  deemed  appropriate  by  MONSANTO.
          MONSANTO  shall  receive  the full  benefits  of any  action  it takes
          pursuant to this Subsection 7.02(b).

               (c)  LICENSEE  shall  cooperate  with  MONSANTO  in  commercially
          reasonable efforts to control grower-saved seed embodying the GENE and
          to  protect  intellectual  property  rights for all  ROUNDUP  READY(R)
          SOYBEAN products for which LICENSEE has obtained, or obtains a license
          from MONSANTO.  Such cooperation  shall include,  without  limitation,
          providing  information  regarding  whether a suspected  infringer is a
          customer of  LICENSEE  for the subject  LICENSED  COMMERCIAL  SEED and
          joining MONSANTO in a suit against the suspected  infringer.  In cases
          determined by LICENSEE to be  appropriate  for such actions,  LICENSEE
          may assert rights under the Plant Variety  Protection  Act against the
          suspected infringer to assist in the abatement of sales of such grower
          saved seed.

               7.03  MONSANTO  Ownership:  All  MONSANTO  KNOW-HOW,  GENE(s) and
          MONSANTO PATENT RIGHTS are and shall remain the property of MONSANTO.

               7.04 LICENSED  PATENT RIGHTS:  All LICENSED PATENT RIGHTS are and
          shall  remain  the  property  of  their  respective  owner  as of  the
          EFFECTIVE DATE OF THIS AGREEMENT.

               7.05  LICENSEE  Ownership:  All  LICENSEE  know-how  and LICENSEE
          germplasm shall remain the property of LICENSEE.

               7.06 Grant-back:

               (a)  LICENSEE  agrees to grant  and  hereby  grants  to  MONSANTO
          options to non-exclusive royalty-bearing licenses in the TERRITORY for
          use in SOYBEANS  (with the right to grant  sublicenses to seed company
          licensees  and  grower-customers)  under any  patent in the  TERRITORY
          owned by  LICENSEE or  licensed  with the right to grant  sublicenses,
          which in the absence of such license from LICENSEE  would be infringed
          by the  production,  use, or sale of LICENSED  COMMERCIAL  SEED in the
          TERRITORY.

               (b)  LICENSEE  agrees to grant  and  hereby  grants  to  MONSANTO
          options to  non-exclusive  royalty-free  licenses in the TERRITORY for
          use in SOYBEANS (with the right to sublicense  seed company  licensees
          to  grower-customers)  to any IMPROVEMENT.  The term  "IMPROVEMENT" as
          used in this Subsection means any invention or discovery which is made
          by LICENSEE in the course of its  activities  under this  Agreement in
          the TERRITORY, which invention or discovery is made as a direct result
          of  LICENSEE'S  use of MONSANTO  technology.  "IMPROVEMENT"  shall not
          include any specific SOYBEAN varieties or cultivars.

               (c) Such licenses shall have terms and conditions that are deemed
          commercially  reasonable  and  customary in the field of  agricultural
          biotechnology. LICENSEE shall not be required to provide MONSANTO with
          any Biological  material under the terms of such license.  The options
          to licenses shall terminate upon the later of: (i) the expiration date
          of this Agreement,  and (ii) the date five (5) years after any earlier
          termination of this  Agreement.  Licenses  resulting from exercises of
          any such  option  shall be of the life of the subject  patent  rights,
          subject to earlier  termination in accordance  with their terms by the
          non-breaching  party in the event of material  breach by the  opposite
          party.


<PAGE>


               (d) The option(s)  under this Subsection 7.06 can be exercised by
          MONSANTO at any time  during the term of the option by written  notice
          of such exercise to LICENSEE.

               (e) Upon notice of exercise  of an option  under this  Subsection
          7.06, MONSANTO and LICENSEE shall negotiate in good faith on the terms
          of such  license.  If despite  good faith  negotiations,  MONSANTO and
          LICENSEE  cannot reach  agreement on the terms of such  license,  then
          determination  of the license  terms in dispute  shall be submitted to
          arbitration  pursuant  to the  provisions  set forth in Appendix G, if
          requested by either MONSANTO or LICENSEE.


                      Section 8-Warranties and Liabilities

               8.01 Representations and Warranties:

               MONSANTO represents and warrants that:

               (a) It is the owner or licensee of the MONSANTO PATENT RIGHTS and
          the  LICENSED  PATENT  RIGHTS to the extent  required for the grant of
          rights contained herein; and

               (b) It has not  previously  granted,  and will  not  grant to any
          THIRD PARTY during the term of this AGREEMENT, any rights and licenses
          under the MONSANTO  PATENT  RIGHTS or the LICENSED  PATENT RIGHTS that
          are in conflict with the rights granted to LICENSEE herein.

               8.02 No Other  Warranties:  EXCEPT FOR THE EXPRESS  WARRANTIES IN
          SUBSECTION  8.01,  MONSANTO  MAKES NO  REPRESENTATIONS  OR WARRANTIES,
          EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, REGARDING:

               (a) MONSANTO  PATENT RIGHTS,  LICENSED  PATENT  RIGHTS,  MONSANTO
          KNOW-HOW AND BIOLOGICAL MATERIALS (INCLUDING,  WITHOUT LIMITATION, THE
          VALIDITY OR SCOPE OF THE  MONSANTO  PATENT  RIGHTS OR LICENSED  PATENT
          RIGHTS); OR

               (b) LICENSED COMMERCIAL SEED OR BIOLOGICAL MATERIALS  (INCLUDING,
          WITHOUT  LIMITATION,  PERFORMANCE,   MERCHANTABILITY,  FITNESS  FOR  A
          PARTICULAR PURPOSE, OR THE NON-INFRINGEMENT OF THE LICENSED COMMERCIAL
          SEED OR BIOLOGICAL MATERIAL ON THIRD PARTY PROPERTY RIGHTS).

               8.03 Product  Performance  Claims:  MONSANTO  and  LICENSEE  each
          recognize that satisfactory handling of claims for product performance
          is of  paramount  importance  to the  success  of  sales  of  LICENSED
          COMMERCIAL  SEED.  Accordingly,  the parties  shall  cooperate  in the
          handling and resolution of such claims, as follows:

               (a)  When  a  party  receives  a  complaint   regarding  LICENSED
          COMMERCIAL  SEED or the use of  ROUNDUP(R)  HERBICIDE on such LICENSED
          COMMERCIAL SEED, it shall immediately inform the other party.

               (b)  The  parties  shall  make a  preliminary  investigation  and
          determination  whether the  complaint  is the result of: (i)  LICENSED
          COMMERCIAL  SEED  (e.g.,   quality  or  performance   other  than  the
          performance of the GENE) or an express representation or warranty made
          by D&PL,  (ii)  ROUNDUP(R)HERBICIDE  (e.g.,  quality  or  application)
          and/or  the  GENE  (e.g.,   quality  or  performance)  or  an  express
          representation or warranty made by MONSANTO, or (iii) unknown causes.

               (c)  If the  complaint  is  wholly  due to  causes  described  in
          Subsection 8.03(b)(i),  then responsibility for handling the complaint
          shall be D&PL'S, and D&PL shall keep MONSANTO  reasonably  apprised of
          the handling of such complaint and shall defend and indemnify  against
          and hold MONSANTO harmless from any loss, cost,  liability  (including
          court costs and reasonable fees of attorneys and other  professionals)
          incurred  from  any  such  claim  by  growers  who  purchase  LICENSED
          COMMERCIAL SEED and of distributors against whom such growers may make
          such claims.

               (d)  If the  complaint  is  wholly  due to  causes  described  in
          Subsections   8.03(b)(ii),   then   responsibility  for  handling  the
          complaint  shall be MONSANTO'S and MONSANTO shall keep D&PL reasonably
          apprised  of the  handling  of such  complaint  and shall  defend  and
          indemnify  against  and  hold  D&PL  harmless  from  any  loss,  cost,
          liability  (including court costs and reasonable fees of attorneys and
          other  professionals)  incurred  from any such  claim by  growers  who
          purchase  LICENSED  COMMERCIAL SEED and of  distributors  against whom
          such growers may make such claims.


<PAGE>


               (e) In the course of  responding  to or handling  any  complaint,
          neither  party shall  disparage  the other party or the other  party's
          product.

               8.04 Indemnification:

               (a) EXCEPT TO THE EXTENT  CAUSED BY A BREACH BY  MONSANTO  OF ITS
          WARRANTIES  UNDER  SUBSECTION  8.01 ABOVE,  LICENSEE  SHALL DEFEND AND
          INDEMNIFY  AGAINST,  AND HOLD MONSANTO AND ITS  EMPLOYEES,  DIRECTORS,
          OFFICERS  AND AGENTS  HARMLESS  FROM,  ANY LOSS,  COST,  LIABILITY  OR
          EXPENSE  (INCLUDING  COURT COSTS AND REASONABLE  FEES OF ATTORNEYS AND
          OTHER  PROFESSIONALS)  INCURRED  FROM ANY CLAIM  ARISING OR ALLEGED TO
          ARISE  OUT  OF THE  MANUFACTURE,  USE,  DISTRIBUTION  OR  SALE  OF ANY
          LICENSED  COMMERCIAL  SEED BY LICENSEE;  PROVIDED,  HOWEVER,  THAT (I)
          LICENSEE  SHALL HAVE SOLE CONTROL OF SUCH  DEFENSE,  AND (II) MONSANTO
          SHALL PROVIDE NOTICE  PROMPTLY TO LICENSEE OF ANY ACTUAL OR THREATENED
          CLAIM  OF  WHICH  MONSANTO   BECOMES  AWARE  AND  SHALL  COOPERATE  AS
          REASONABLY REQUESTED IN THE DEFENSE OF SUCH CLAIM.

               (b) THE INDEMNIFICATION  UNDER SUBSECTION 8.04(a) SHALL NOT APPLY
          TO ANY CLAIM AGAINST  MONSANTO FOR INFRINGEMENT OF A PATENT OWNED BY A
          THIRD-PARTY  PATENTEE,  INSOFAR AS SUCH CLAIM ARISES OUT OF LICENSEE'S
          USE  OF  TRANSGENIC  SOYBEAN  GERMPLASM  SUPPLIED  BY  MONSANTO  USING
          TRANSGENIC SOYBEAN LINE 40-3 AND TO THE EXTENT SUCH CLAIM SPECIFICALLY
          ALLEGES PATENT  INFRINGEMENT  BASED ON A CLAIM THAT  LICENSEE'S USE OF
          TRANSGENIC  SOYBEAN  GERMPLASM  SUPPLIED BY MONSANTO USING  TRANSGENIC
          SOYBEAN LINE 40-3 IS  INFRINGING  UPON THE PATENT RIGHTS OF SUCH THIRD
          PARTY.

               8.05  Limited  Liability:  NEITHER  PARTY  SHALL BE LIABLE TO THE
          OTHER  FOR ANY LOSS OF  PROFITS,  LOSS OF  BUSINESS,  INTERRUPTION  OF
          BUSINESS,  INDIRECT,  SPECIAL  OR  CONSEQUENTIAL  DAMAGES  OF ANY KIND
          SUFFERED  BY SUCH OTHER  PARTY FOR  BREACH  HEREOF,  WHETHER  BASED ON
          CONTRACT  OR TORT  CLAIMS OR  OTHERWISE,  EVEN IF SUCH  PARTY HAS BEEN
          ADVISED OF THE POSSIBILITY OF SUCH LOSS.


                         Section 9-Term and Termination

               9.01  Term:  The  term  of  this  AGREEMENT  shall  begin  on the
          EFFECTIVE  DATE OF THIS  AGREEMENT and shall end on December 31, 2012.
          Subject to the provisions of this Section 9 and Subsection 11.06, this
          AGREEMENT is non-terminable by either party.

               9.02 Termination of AGREEMENT for Breach:

               (a) Either party (i.e.  MONSANTO or LICENSEE) may terminate  this
          AGREEMENT  upon at least thirty (30) days written  notice to the other
          party  should  the  other  party  commit  a  material  breach  of  its
          obligations  or be in  default  under  any of the  provisions  of this
          AGREEMENT if: (i) the party in breach has failed to cure the breach or
          default  within the same thirty (30) day notice  period;  (ii) if such
          breach or default  cannot be cured  within the thirty (30) day period,
          the party in breach has not taken  reasonable steps to cure the breach
          or  default.  If the  breach or  default  can not be cured  within the
          thirty  (30)  day  period,  the  party  in  breach  shall  notify  the
          non-breaching  party of the steps taken toward  curing such default or
          breach and the plans to totally cure such default or breach as soon as
          reasonably  possible.  If the party in breach  fails to  provide  such
          notice,  the  non-breaching  party  shall  be free to  terminate  with
          immediate effect by notice to the party in breach.

               (b)  Notwithstanding  a party's right to terminate this AGREEMENT
          as a result of a non-cured  material  breach by the other  party,  the
          non-breaching  party  shall not be  prevented  from  seeking any other
          remedy,  which may be  available to it in equity,  including  specific
          performance on the part of the party in breach.

               9.03  Insolvency:  Either party (i.e.  MONSANTO or LICENSEE)  may
          terminate this AGREEMENT if, at any time:


<PAGE>


               (a) The  other  party  makes an  assignment  for the  benefit  of
          creditors  or admits in writing its  inability  generally to pay or is
          generally not paying its debts as such debts become due;

               (b) Any decree or order for relief is entered  against  the other
          party under any bankruptcy,  reorganization,  compromise, arrangement,
          insolvency,  readjustment  of  debt,  dissolution  or  liquidation  or
          similar law;

               (c) The other party  petitions or applies to any tribunal for, or
          consents to, the appointment  of, or taking  possession by, a trustee,
          receiver,  custodian,  liquidator or similar  official,  of such other
          party or any substantial part of its assets,  or commences a voluntary
          case under the bankruptcy law of any jurisdiction;

               (d) Any  such  petition  or  application  is  filed,  or any such
          proceedings  are  commenced,  against  the other  party and such other
          party by any act indicates its approval  thereof,  consent  thereto or
          acquiescence  therein,  or an order,  judgment  or  decree is  entered
          appointing  any  such  trustee,  receiver,  custodian,  liquidator  or
          similar  official,  or approving the petition in any such proceedings,
          and such order for relief,  order, judgment or decree remains unstayed
          and in effect for more than sixty (60) days; or

               (e) Any order,  judgment or decree is entered in any  proceedings
          against the other party  decreeing the dissolution of such other party
          and such order,  judgment or decree remains unstayed and in effect for
          more than sixty (60) days.

               9.04 Regulatory Approval and Public Acceptability: MONSANTO shall
          have the right to terminate  this AGREEMENT by giving thirty (30) days
          written  notice to  LICENSEE  if, in  MONSANTO's  reasonable  business
          judgment,  the requirements to attain or maintain  regulatory approval
          and  public  acceptance  in the  TERRITORY  and  any  other  necessary
          countries are prohibitive,  provided that MONSANTO shall not terminate
          this   Agreement   under  this   Subsection   9.04   unless   MONSANTO
          simultaneously  terminates  sales in the TERRITORY of ROUNDUP READY(R)
          SOYBEAN seed by MONSANTO and its  AFFILIATES and to the extent legally
          possible,  terminates  all other  licenses to THIRD PARTIES to produce
          and sell ROUNDUP READY(R) SOYBEAN seed in the TERRITORY.  In the event
          that  MONSANTO  or its  AFFILIATES  thereafter  again  produce or sell
          ROUNDUP  READY(R) SOYBEAN seed in the TERRITORY and/or enters into new
          license  authorizing  any THIRD PARTY to do so, MONSANTO shall offer a
          license to  LICENSEE on  substantially  the same terms as set forth in
          this Agreement.

               9.05 Lack of Sales:  MONSANTO  shall have the right to  terminate
          this  AGREEMENT by giving thirty (30) days written  notice to LICENSEE
          if LICENSEE  fails for two (2)  consecutive  FISCAL  YEARS to sell and
          report at least one thousand (1000) UNITS of LICENSED COMMERCIAL SEED.

               9.06 LICENSEE  shall have the right to terminate  this  Agreement
          without cause by giving  ninety (90) days' written  notice to MONSANTO
          at any time.

               9.07 Effects of Termination/Survival:

               (a) Expiration or termination of this AGREEMENT shall not relieve
          the  parties  of  any  obligation  accruing  prior  to  or  upon  such
          expiration or termination.  Accordingly,  Subsections 7.06, 8.03, 8.04
          and  Section  10  shall  survive  expiration  or  termination  of this
          AGREEMENT and LICENSEE shall not be relieved of any payment obligation
          that may have accrued prior to such expiration or termination.

               (b) Upon an early termination of this AGREEMENT,  LICENSEE shall,
          except  in the case of a breach  by  LICENSEE,  or  termination  under
          Subsection  9.04,  be  entitled  to sell,  for a period of twelve (12)
          months,  remaining  inventories of any LICENSED  COMMERCIAL SEED which
          are on the date LICENSEE receives notice of termination already in its
          possession  or which  LICENSEE is then  obligated  by contract to take
          delivery.  Such sales shall be in accordance  with this  AGREEMENT and
          the parties  shall  continue to be  obligated  to make all  applicable
          payments hereunder. Thereafter, any remaining LICENSED COMMERCIAL SEED
          and all materials and information relating to or provided by MONSANTO,
          if any, shall be destroyed or shall be returned, respectively, and the
          destruction  shall be  certified  to MONSANTO by a  representative  of
          LICENSEE.




<PAGE>



                           Section 10-Confidentiality

               10.01 CONFIDENTIAL INFORMATION: It is anticipated that it will be
          necessary,  in connection with their obligations under this AGREEMENT,
          for  LICENSEE  and  MONSANTO to  disclose  to each other  CONFIDENTIAL
          INFORMATION.   For   purposes   of   this   AGREEMENT,   "CONFIDENTIAL
          INFORMATION" shall mean any and all proprietary information (including
          without  limitation,  information  related to technical,  business and
          intellectual property matters), know-how, data, intellectual property,
          trade  secrets,  and  germplasm  and  biological  and  other  physical
          materials, including but not limited to BIOLOGICAL MATERIALS, owned or
          held by either party to this AGREEMENT, now and in the future which is
          disclosed by either party to the other party in  connection  with this
          AGREEMENT. The CONFIDENTIAL INFORMATION shall include such proprietary
          information  disclosed in writing or other  tangible  form,  including
          samples  of  materials.   If  disclosed   orally,   the   CONFIDENTIAL
          INFORMATION  shall be  summarized  in written form within  thirty (30)
          days by the disclosing party and a copy provided to the recipient.

               10.02 Confidentiality and Limited Use:

               (a) With respect to all  CONFIDENTIAL  INFORMATION  both LICENSEE
          and MONSANTO agree as follows,  it being  understood that  "recipient"
          indicates   the  party   receiving   the   confidential,   proprietary
          information   from  the   other   "disclosing"   party.   CONFIDENTIAL
          INFORMATION  provided or disclosed to the  recipient  shall remain the
          property of the disclosing party and shall be maintained in confidence
          by the  recipient  and shall not be  provided  or  disclosed  to THIRD
          PARTIES by the recipient  and,  further,  shall not be used except for
          purposes  contemplated  in this  AGREEMENT.  All  confidentiality  and
          limited use obligations with respect to the  CONFIDENTIAL  INFORMATION
          shall  terminate  ten (10) years  after the  termination  date of this
          AGREEMENT.

               (b)  Notwithstanding  any provision to the contrary,  a party may
          disclose  the  CONFIDENTIAL  INFORMATION  of the other  party:  (i) in
          connection  with an order of a court  or other  government  body or as
          otherwise  required by or in compliance with law or regulations of any
          governmental  body or of any  exchange  or market on which the party's
          securities are traded; provided that the disclosing party provides the
          other  party  with  notice  and takes  reasonable  measures  to obtain
          confidential  treatment  thereof;  (ii) in confidence  to  recipient's
          attorneys,  accountants, banks and financial sources and its advisors;
          or (iii) in confidence,  in connection  with the sale or proposed sale
          of  substantially  all the  business  assets to which  this  AGREEMENT
          relates,  so long as, in each case, the entity to which  disclosure is
          made is bound to  confidentiality  on terms  consistent with those set
          forth herein.

               10.03 Exceptions:  The obligations of confidentiality and limited
          use shall not apply to any of the CONFIDENTIAL INFORMATION which:

               (a) Is publicly  available  by  publication  or other  documented
          means or later becomes likewise  publicly  available through no act or
          fault of recipient; or

               (b) Is  already  known  to  recipient  before  receipt  from  the
          disclosing party, as demonstrated by recipient's written records; or

               (c) Is made  known  to  recipient  by a THIRD  PARTY  who did not
          obtain it directly or  indirectly  from the  disclosing  party and who
          does not obligate recipient to hold it in confidence; or

               (d) Is  independently  developed by the recipient as evidenced by
          credible written  research records of recipient's  employees or agents
          who  did  not  have  access  to the  disclosing  party's  CONFIDENTIAL
          INFORMATION.  Specific  information  should not be deemed to be within
          any of these exclusions  merely because it is embraced by more general
          information falling within these exclusions.

               The exceptions set forth in this Subsection 10.03 do not apply to
          Confidential  Information  which  is  in  the  form  of  germplasm  or
          biological or other physical materials.

               10.04 Disclosures to Personnel:  Recipient agrees to advise those
          of   its   officers,   directors,   employees,   associates,   agents,
          consultants,  and  AFFILIATES  who  become  aware of the  CONFIDENTIAL
          INFORMATION,  of these confidentiality and limited use obligations and
          agrees, prior


<PAGE>


          to any disclosure of CONFIDENTIAL  INFORMATION to such  individuals or
          entities,  to make them bound by  obligations of  confidentiality  and
          limited  use of  the  same  stringency  as  those  contained  in  this
          AGREEMENT.

               10.05 Return of  CONFIDENTIAL  INFORMATION:  Upon  termination of
          this AGREEMENT,  originals and copies of  CONFIDENTIAL  INFORMATION in
          written or other  tangible form and all germplasm and  biological  and
          other physical  materials shall be returned to the disclosing party by
          recipient  or  destroyed by  recipient,  provided  that this shall not
          require delivery or destruction of LICENSED COMMERCIAL SEED on account
          of the incorporation therein of the GENE or other MONSANTO KNOW-HOW or
          BIOLOGICAL MATERIALS. One copy of each document may be retained in the
          custody of the recipient's legal counsel solely to provide a record of
          what disclosures were made.

               10.06 Confidential Status of AGREEMENT:

               (a)  The  terms  of  this   AGREEMENT   shall  be  deemed  to  be
          CONFIDENTIAL  INFORMATION  and shall be dealt  with  according  to the
          confidentiality  requirements of this Section 10. Except to the extent
          as may be required by a law or regulation of a governmental body or of
          any exchange or market on which the party's  securities  are traded or
          as may be  appropriate  to prosecute or defend a claim  pertaining  to
          this  Agreement in a court or  arbitration  proceeding,  neither party
          will  make  public  disclosures  concerning  terms  of this  AGREEMENT
          without obtaining the prior written consent of the other party,  which
          consent shall not be unreasonably withheld.

               (b) Except as  provided  in  Section  10.06,  LICENSEE  shall not
          disclose  to any THIRD  PARTY  any  information  concerning  financial
          terms,  including but not limited to, ROYALTY or ROUNDUP READY(R) SEED
          SERVICES  FEES.  It is  understood  that  MONSANTO  has the  right  to
          disclose general information on ROYALTIES.


                            Section 11-Miscellaneous

               11.01  Notices:  Any notice or other  communication  required  or
          permitted  to be given by either party under this  AGREEMENT  shall be
          given in writing and shall be effective when  delivered,  if delivered
          by hand or  reputable  courier  service or five days after  mailing if
          mailed by registered  or certified  mail,  postage  prepaid and return
          receipt requested,  addressed to each party at the following addresses
          or such other address as may be designated by notice  pursuant to this
          Subsection 11.01:

                  If to MONSANTO:   Monsanto Company
                                    700 Chesterfield Pkwy North
                                    St. Louis, Missouri 63017
                                    Attention: Steve Joehl
                                               Director, Soybean Licensing


                  with a copy to:   Monsanto Company
                                    700 Chesterfield Pkwy North
                                    St. Louis, Missouri 63017
                                    Attention: Dennis R. Hoerner
                                               Intellectual Property Counsel

                  If to LICENSEE    Delta and Pine Land Company
                                    100 Main Street
                                    Scott, MS  38772
                                    Attention: Steve Hawkins
                                               President



<PAGE>


                  with a copy to:   Lake Tindall, LLP
                                    127 South Poplar Street
                                    Greenville, Mississippi  38701
                                    Attention:  Jerome C. Hafter
                                                General Counsel

               11.02  Provisions  Contrary to Law: In performing this AGREEMENT,
          the parties  shall comply with all  applicable  laws and  regulations.
          Nothing in this  AGREEMENT  shall be  construed  so as to require  the
          violation of any law, and wherever  there is any conflict  between any
          provisions of this AGREEMENT and any law the law shall prevail, but in
          such event the affected  provision of this AGREEMENT shall be affected
          only to the extent necessary to bring it within the applicable law.

               11.03 Force Majeure:

               (a)  Neither of the  parties  shall be liable for any  default or
          delay in performance of any obligation  under this AGREEMENT caused by
          any  of the  following:  Act  of  God,  war,  riot,  fire,  explosion,
          accident,  flood,  sabotage,  compliance with  governmental  requests,
          laws, regulations, orders or actions, national defense requirements or
          any other event beyond the reasonable  control of such party; or labor
          trouble,  strike,  lockout or injunction (provided that neither of the
          parties  shall be required to settle a labor  dispute  against its own
          best judgment).

               (b) The party invoking this Subsection 11.03 shall give the other
          party written notice and full particulars of such force majeure event.

               (c) Both MONSANTO and LICENSEE  shall use  reasonable  efforts to
          mitigate the effects of any force majeure on their respective part.

               11.04  Relationship of the Parties:  The relationship of MONSANTO
          and  LICENSEE is strictly one of licensor and licensee and the parties
          acknowledge  that  this  AGREEMENT  does not  create a joint  venture,
          partnership,  or the  like,  between  them.  The  various  obligations
          imposed by MONSANTO and  undertaken by LICENSEE in this AGREEMENT with
          respect to marketing,  promotion, etc. are provided only as a means of
          permitting  MONSANTO to exercise control in connection with the use of
          the MONSANTO trademarks licensed herein.  LICENSEE is and shall always
          remain an independent contractor in its performance of this AGREEMENT.
          Any distributors or dealers  acquiring  LICENSED  COMMERCIAL SEED from
          LICENSEE are and shall always remain  independent  contractors and are
          not to be  considered  agents  of either  MONSANTO  or  LICENSEE.  The
          provisions of this AGREEMENT  shall not be construed as authorizing or
          reserving  to MONSANTO  any right to exercise any control or direction
          over the operations,  activities,  officers,  employees,  or agents of
          LICENSEE, nor over  dealer/distributors  acquiring LICENSED COMMERCIAL
          SEED from  LICENSEE,  it being  understood  and agreed that the entire
          control  and  direction  of  its  operations,   activities,  officers,
          employees, or agents shall remain with LICENSEE. Neither party to this
          AGREEMENT shall have any authority to employ any person as an employee
          or agent for or on behalf of the other party to this AGREEMENT for any
          purpose,  and  neither  party  to  this  AGREEMENT,   nor  any  person
          performing  any duties or  engaging in any work at the request of such
          party,  shall be deemed to be an  employee or agent of the other party
          to this AGREEMENT.  In addition,  LICENSEE or any  dealer/distributors
          acquiring LICENSED COMMERCIAL SEED from LICENSEE are not and shall not
          act or purport to act as a commercial agent for MONSANTO  hereunder in
          any capacity other than the implementation of the GROWER AGREEMENT.

               11.05  Use  of  Names:   MONSANTO  may  use  LICENSEE's  name  in
          promotional material to identify LICENSEE as being licensed to produce
          and sell  LICENSED  COMMERCIAL  SEED,  provided such use of LICENSEE'S
          name  shall  not  include  any  statements  comparing  performance  of
          LICENSEE'S   products  with  products  of  other  licensees  based  on
          Confidential Information disclosed by LICENSEE.

               11.06 Assignability/Succession/Change in Control:

               (a) The rights  acquired herein by LICENSEE are not assignable or
          transferable  in  whole or part (by  assignment,  operation  of law or
          otherwise) to any THIRD PARTY. In the event of a


<PAGE>


          "change in  control"  of  LICENSEE,  LICENSEE  shall  promptly  notify
          MONSANTO of such change in control and MONSANTO  shall be permitted to
          terminate the AGREEMENT  subject to the provisions of Subsection 9.06.
          For purposes of this  Subsection  11.06,  "change of control"  means a
          change  in the  direct  or  indirect  power to  direct  or  cause  the
          direction  of the  management  and policies of LICENSEE or the sale of
          substantially  all of the germplasm assets of the LICENSEE that relate
          to production of LICENSED COMMERCIAL SEED. (b) MONSANTO shall have the
          right to assign this AGREEMENT in connection with the  reorganization,
          consolidation,  spin-off, sale or transfer of substantially all of the
          stock or assets related to that portion of its business  pertaining to
          the subject matter of this  AGREEMENT,  either alone or in conjunction
          with  other  MONSANTO  businesses  as  part  of  an  overall  sale  or
          reorganization of MONSANTO. In addition, MONSANTO shall have the right
          to assign  its  respective  rights or  obligations  and  delegate  its
          performance hereunder,  in whole or in part, to any of its AFFILIATES.
          In either  event,  the assignee  shall agree in writing to be bound by
          all the terms of this  AGREEMENT,  and MONSANTO  shall  thereafter  be
          released from all obligations hereunder.

               11.07  Entire  AGREEMENT;   Amendments;  Waiver:  This  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 supersedes any and all prior agreements,
          whether  written or oral,  that may exist  between  the  parties  with
          respect  thereto.  Except as otherwise  specifically  provided in this
          AGREEMENT,  no  conditions,  usage of  trade,  course  of  dealing  or
          performance,  understanding or agreement  purporting to modify,  vary,
          explain or supplement the terms or conditions of this AGREEMENT  shall
          be binding unless hereafter made in writing and signed by the party to
          be bound and no modification  shall be effected by the  acknowledgment
          or acceptance of documents  containing terms or conditions at variance
          with or in addition to those set forth in this AGREEMENT. No waiver by
          any party  with  respect  to any  breach or default or of any right or
          remedy  and no course of dealing  or  performance,  shall be deemed to
          constitute  a  continuing  waiver of any other breach or default or of
          any right or remedy, unless such waiver be expressed in writing signed
          by the party to be bound.  Failure  of a party to  exercise  any right
          shall not be deemed a waiver of such right or rights in the future.

               11.08  Choice  of  Law;  Submission  to  Jurisdiction:  IT IS THE
          INTENTION OF THE PARTIES HERETO THAT ALL QUESTIONS WITH RESPECT TO THE
          CONSTRUCTION  OF THIS AGREEMENT AND THE RIGHTS AND  LIABILITIES OF THE
          PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE  WITH THE LAWS OF THE
          STATE OF DELAWARE APPLICABLE TO BUSINESS ARRANGEMENTS ENTERED INTO AND
          PERFORMED  ENTIRELY  WITHIN THE STATE OF DELAWARE.  THE PARTIES HERETO
          IRREVOCABLY (A) SUBMIT TO THE EXCLUSIVE  PERSONAL  JURISDICTION OF ANY
          STATE OR FEDERAL COURT IN THE STATE OF MISSOURI IN ANY SUIT, ACTION OR
          OTHER LEGAL PROCEEDING RELATING TO THIS AGREEMENT;  (B) AGREE THAT ALL
          CLAIMS IN RESPECT OF ANY SUCH SUIT,  ACTION OR OTHER LEGAL  PROCEEDING
          MAY BE HEARD AND  DETERMINED  IN,  AND  ENFORCED  IN AND BY,  ANY SUCH
          COURT; AND (C) WAIVE ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE
          TO VENUE  IN ANY SUCH  COURT  OR THAT  SUCH  COURT IS AN  INCONVENIENT
          FORUM.

               11.09 Export  Control:  Notwithstanding  any other  provisions of
          this  AGREEMENT,  LICENSEE  agrees to make no disclosure or use of any
          MONSANTO KNOW-HOW or Confidential Information of MONSANTO furnished or
          made  known  to  LICENSEE  pursuant  to  this  AGREEMENT,   except  in
          compliance  with the laws and  regulations  of the  United  States  of
          America,  including the Export Administration  Regulations promulgated
          by  the   Office  of   Export   Administration   International   Trade
          Administration,   United  States   Department  of  Commerce;   and  in
          particular,  LICENSEE  agrees not to export,  directly or  indirectly,
          either:  (i) the  technical  data  furnished or made known to LICENSEE
          pursuant to this AGREEMENT;  or (ii) the "direct product" thereof;  or
          (iii) any commodity produced using such technical data, to any country
          or  countries  for which a  validated  license  is  required  unless a
          validated   license  is  first   obtained   pursuant   to  the  Export
          Administration  Regulations.  The term "direct product" as used above,
          is  defined  to mean the  immediate  product  (including  process  and
          services) produced directly by the use of the technical data.



<PAGE>


               11.10 Meet and Confer: It is the intention of the parties that in
          the event any dispute arises under this  AGREEMENT,  the parties shall
          first meet and confer  with one  another  to  attempt to  negotiate  a
          resolution of such dispute without recourse to litigation.

               11.11  Remedies:  Except as  otherwise  expressly  stated in this
          AGREEMENT,  the rights and  remedies of a party set forth  herein with
          respect  to  failure  of the  other to  comply  with the terms of this
          AGREEMENT (including,  without limitation,  rights of full termination
          of this AGREEMENT) are not exclusive,  the exercise  thereof shall not
          constitute  an election of remedies and the  aggrieved  party shall in
          all events be entitled to seek  whatever  additional  remedies  may be
          available in law or in equity.

               11.12 Fees: Except as otherwise provided herein, each party shall
          bear its own legal fees incurred in connection  with the  transactions
          contemplated  hereby,  provided,  however,  that if any  party to this
          AGREEMENT  seeks to enforce its rights  under this  AGREEMENT by legal
          proceedings,  the non-prevailing  party shall pay all reasonable costs
          and expenses  incurred by the  prevailing  party,  including,  without
          limitation,  all  reasonable  attorneys'  fees,  as  determined by the
          tribunal in which such proceedings are pending.

               11.13 Headings:  Headings herein are for convenience of reference
          only and shall in no way affect interpretation of this AGREEMENT.

               11.14 Counterparts:  This AGREEMENT may be executed in any number
          of counterparts  with the same effect as if all parties had signed the
          same  document.  All such  counterparts  shall be deemed an  original,
          shall be  construed  together  and shall  constitute  one and the same
          instrument.

               11.15 Appendices:  The appended  Appendices form an integral part
          of this AGREEMENT.

               11.16  Termination  of  Prior  Agreement:   The  prior  agreement
          referenced  to in  Subsection  1.06  above  is  terminated  as of  the
          EFFECTIVE DATE and is replaced by the corresponding provisions of this
          AGREEMENT.  All amounts due under such prior  agreement  and all other
          obligations  and  liabilities  that are a result  of  activities  that
          occurred before the EFFECTIVE DATE shall survive this  termination and
          all terms and  conditions  designated as surviving  termination in the
          prior agreement shall also survive this termination.


               IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this
          AGREEMENT.


MONSANTO COMPANY                        DELTA AND PINE LAND COMPANY


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


Title: Director, Soybean Licensing      Title:
      ----------------------------            -----------------------------


Date:                                   Date:
     -----------------------------           ------------------------------



<PAGE>



                                    EXHIBIT A

                             MONSANTO PATENT RIGHTS



o        U.S. Patent Application Serial No. 06/879,814 filed July 7, 1986,
                  now U.S. Patent 4,940,835

o        U.S. Patent Application Serial No. 08/146,621 filed October 28, 1993
                  now U.S. Patent 5,352,605

o        U.S. Patent Application Serial No. 08/300,029 filed September 2, 1994
                  now U.S. Patent 5,530,196

o        U.S. Patent Application Serial No. 07/395,155 filed August 17, 1989
                  now U.S. Patent 5,164,316

o        U.S. Patent Application Serial No. 07/682,049 filed April 8, 1991
                  now U.S. Patent 5,196,525

o        U.S. Patent Application Serial No. 07/977,600 filed November 17, 1992
                  now U.S. Patent 5,322,938

o        U.S. Patent Application Serial No. 08/209,752 filed March 9, 1994
                  now U.S. Patent 5,359,142

o        U.S. Patent Application Serial No. 08/272,900 filed July 11, 1994
                  now U.S. Patent 5,424,200

o        U.S. Patent Application Serial No. 08/306,063 filed September 13, 1994
                  now U.S. Patent 5,633,435

o        U.S. Patent Application Serial No. 07/478,794 filed February 12, 1990
                  now U.S. Patent 5,188,642

o        U.S. Patent Application Serial No. 833,485 filed April 7, 1997
                  now U.S. Patent 5,804,425





<PAGE>



                                    EXHIBIT B

                             LICENSED PATENT RIGHTS



o        U.S. Patent 4,769,061, issued September 6, 1988.

o        U.S. Patent 5,094,945, issued March 10, 1992.

o        U.S. Patent 5,717,084, issued February 10, 1998.

o        U.S. Patent 5,728,925, issued March 17, 1998.







<PAGE>



                                    EXHIBIT C

                           TRADEMARK LICENSE AGREEMENT


     This  agreement  made  as of the  EFFECTIVE  DATE of the  Roundup  Ready(R)
Soybean  License and Seed  Services  Agreement  to which it is an Exhibit by and
between MONSANTO COMPANY, a company organized and existing under the laws of the
State of Delaware, having its principal place of business at 800 North Lindbergh
Boulevard, St. Louis, Missouri 63167 (hereinafter referred to as "MONSANTO") and
Delta and Pine Land  Company,  having a place of  business  at 100 Main  Street,
Scott, MS 38772 (hereinafter referred to as "LICENSEE")

                                  WITNESSETH:

     WHEREAS,  MONSANTO  is the  owner  of the  ROUNDUP  READY(R)trademark  U.S.
registered on April 11, 1995, Reg. No. 1,889,104,  for herbicide-tolerant  genes
for use in the production of agricultural seed (hereinafter "Trademark"); and

     WHEREAS,  LICENSEE  desires  to obtain a license  to use the  Trademark  in
connection  with the sale of SOYBEAN seed containing  herbicide  tolerance genes
supplied  by  MONSANTO  (hereinafter  "Goods");  which sale is  governed  by the
Roundup Ready(R) Soybean License and Seed Services Agreement between the parties
of even date herewith (hereinafter "License Agreement").

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

     1.  MONSANTO  hereby  grants  to  LICENSEE,  subject  to all the  terms and
conditions herein contained,  a non-exclusive,  royalty-free  license to use the
Trademark on or in relation to Goods.

     2.  LICENSEE  agrees that it will use the  Trademark on all Goods or on the
packages  for such Goods,  but only on Goods which are  produced and packaged by
LICENSEE in strict compliance with the standards and directions set forth in the
License Agreement,  and further agrees that it will use the Trademark only on or
in connection  with Goods which meet or exceed  MONSANTO's  standards.  In order
that quality control can be assured, LICENSEE agrees to obtain from MONSANTO all
glyphosate  tolerance  genes used in producing  SOYBEAN seed to be designated by
the  Trademark.  LICENSEE  further  agrees that it will not use any trademark or
brand name other than the  Trademark on or in  connection  with any packaging or
promotion for the Goods or the Trademark, provided however that LICENSEE may use
its own previously  established house mark, company name, and/or trade dress and
LICENSEE  may  use the  STS(R)  trademark  and  logo in  connection  with  Goods
containing  that trait and which have been  approved by MONSANTO as provided for
in Subsection 3.06(b) of License Agreement.

     3.  MONSANTO  shall have the right at all  reasonable  times to inspect and
examine,  through  Precision  Ag  Services,  Inc. or other third party  auditors
selected by MONSANTO and  reasonably  acceptable  to LICENSEE or, if approved by
LICENSEE, through MONSANTO'S own personnel, the methods,  processes,  containers
and materials used by LICENSEE in producing the Goods on which the LICENSEE uses
the Trademark and to request  samples of such Goods and materials,  and LICENSEE
agrees to permit such  inspections and examinations and to furnish such samples.
All  information   disclosed  in  such  inspections  or  examinations  shall  be
considered  Confidential  Information  and shall be subject to Section 10 of the
License Agreement.

     4. LICENSEE  shall have the right to refer to the Trademark in  advertising
and  promotional  literature and the like, as well as on labels for the products
sold under the Trademark.  LICENSEE agrees that, on each label, advertisement or
other  piece of  material  bearing  the mark,  the mark  shall be  conspicuously
displayed and shall be keyed by an (R) with a footnote reading "Roundup Ready(R)
is a Registered  Trademark of, and used under license from,  Monsanto  Company."
LICENSEE  further  agrees that all labels,  advertising  and other  materials in
which the  Trademark  is used,  and which have not been  supplied to LICENSEE by
MONSANTO,  must have the prior  approval of  MONSANTO,  and  LICENSEE  agrees to
submit samples of all such labels, etc. to MONSANTO prior to use.

     5. LICENSEE acknowledges MONSANTO's exclusive ownership of all right, title
and  interest  in and to the  Trademark  and agrees that  LICENSEE's  use of the
Trademark shall inure to the benefit of MONSANTO.  LICENSEE  further agrees that
it will in no way dispute,  impugn or attack the  validity of said  Trademark or
MONSANTO's rights thereto.

     6. The term of this  agreement  shall be the same as the term set  forth in
Section 9 of the License  Agreement,  provided that LICENSEE may continue to use
the TRADEMARK  under the terms of this Agreement in connection  with the sale of
any LICENSED  COMMERCIAL  SEED  permitted  after the  termination of the License
Agreement.

     7. If,  at any  time,  LICENSEE  should  use the  Trademark  for  Goods not
produced in accordance  with the standards and directions laid down by MONSANTO,
or for  Goods  not  meeting  the  quality  standards  set  forth in 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 terminate  thirty (30) days after receipt of written notice
from MONSANTO to that effect, provided that LICENSEE has not cured any breach or
default  to  the  reasonable   satisfaction  of  MONSANTO,  and  has  not  taken
commercially  reasonable measures to prevent repeated breaches in the future, by
the end of said thirty (30) day period.

     8. This agreement is not assignable or otherwise  transferable  by LICENSEE
(by operation of law or otherwise) to any entity.

     9.  LICENSEE  agrees  to  notify  MONSANTO   immediately  of  any  apparent
infringement  of the Trademark.  MONSANTO shall take such action  regarding such
infringement as it deems, in its sole discretion,  to be necessary or desirable,
and LICENSEE agrees to cooperate therein.

     10. MONSANTO will maintain the Trademark registration.

     11. In the event that LICENSEE  should  provide  notice to MONSANTO that it
has  received  written  notice  that its use of such  Trademark  is  alleged  to
infringe upon the trademark right of a THIRD PARTY,  MONSANTO shall be obligated
to either:  (i) provide  written  waiver of the  obligation to use the Trademark
pursuant  to the  provisions  of  Subsection  3.04  and  provide  an  acceptable
substitute;  or (ii) assume the defense and indemnify and hold harmless LICENSEE
against monetary damages arising from infringement of such third-party trademark
rights,  but  only  insofar  as  such  infringement  claim  arises  solely  from
LICENSEE'S use of the Trademark licensed hereunder.

     IN WITNESS  WHEREOF,  the parties have caused this agreement to be executed
in duplicate by their duly authorized  representatives  as of the EFFECTIVE DATE
referred to above.


MONSANTO COMPANY                                Delta and Pine Land Company
                                                (LICENSEE)


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


Title: Director, Soybean Licensing              Title:
      -----------------------------                   --------------------------







<PAGE>



                                    EXHIBIT D


Reserved for future use.



<PAGE>



                                    EXHIBIT E

               VARIETY PERFORMANCE AND QUALITY ASSURANCE CRITERIA


VARIETY PERFORMANCE

                  YIELD:  All varieties must yield at a commercially  acceptable
level. Commercially acceptable yields are defined as 97% of the average of three
commercial  varieties,  selected and agreed upon by MONSANTO and LICENSEE,  that
are included in each yield study.  LICENSEE must submit to MONSANTO data from at
least  eight yield  trials  conducted  over a two year  period of time,  and the
commercial  candidate(s)  varieties  must  yield at least 97% of the  average of
three  commercial  varieties.  Average yield will be  calculated  using the mean
yield from each trial. If more than eight trials are conducted, all data must be
submitted.  A variety may be approved for release in a specific  geography if at
least eight trials are  conducted,  and the data from those trials  supports the
release in that geography.

                  This evaluation should be conducted as soon as practical after
the variety has been identified as a commercial  candidate variety, but no later
than the year prior to  commercialization.  Commercial  candidate  varieties may
utilize  performance  data  submitted  by the  licensee of such  variety if such
entity has submitted sufficient data to MONSANTO.

                  For varieties of LICENSED  COMMERCIAL SEED containing both the
GENE and the trait of resistance to  acetolactate  synthase  ("ALS")  inhibiting
herbicidal compounds (STS(R)),  COMMERCIAL TOLERANCE must be demonstrated in the
presence of tank mix treatments that include  Roundup  UltraMAX at a rate of 1.5
lb.  acid  equivalent  of  glyphosate  per acre (which is equal to 52 oz/acre of
Roundup(R) UltraMAX herbicide) plus the labeled rates of sulfonylurea  herbicide
compounds specified by E.I. DU PONT DE NEMOURS AND CO.

                  VERIFICATION  OF  TOLERANCE  TO  ROUNDUP(R)   HERBICIDE:   All
varieties that meet the above  described  yield  criteria must also  demonstrate
COMMERCIAL TOLERANCE to ROUNDUP(R) HERBICIDE. COMMERCIAL TOLERANCE is defined as
no  significant  differences  in yield at the 95%  confidence  level after spray
applications  under field  conditions  with  Roundup(R)  UltraMAX  herbicide (or
another  glyphosate  herbicide  specified by MONSANTO) at a rate of 1.5 lb./acre
equivalent  of  glyphosate  acid  (which is equal to 52  oz/acre  of  Roundup(R)
UltraMAX herbicide).  This tolerance must be verified in small plots, replicated
a minimum of three times in experiments conducted in at least three locations in
the area of adaptation of the variety.

                  The evaluation  should be conducted as soon as practical after
the variety has been identified as a commercial candidate, but no later than the
year prior to commercialization.  The protocol utilized for these trials must be
approved in writing by MONSANTO.

                  At   MONSANTO's   sole   discretion,   it  may  require   data
demonstrating  COMMERCIAL  TOLERANCE and acceptable  yield  performance  from an
independent seed testing or research entity, reasonably acceptable to MONSANTO.

QUALITY ASSURANCE CRITERIA

                  AGRONOMIC    FIELD    INSPECTION   AND   SEED   PURITY:    All
multiplications  of LICENSED  COMMERCIAL SEED must meet genetic purity standards
as defined by the Crop Improvement  Association field inspection standards.  All
production acres for LICENSED  COMMERCIAL SEED shall be inspected at least twice
during the growing  season.  All production  acres for LICENSED  COMMERCIAL SEED
must be treated  with  Roundup(R)  UltraMAX  herbicide  (or  another  glyphosate
herbicide specified by MONSANTO).  This application can be made during the V1 to
V3 growth stage at a minimum rate of 0.56 lb. acid  equivalent of glyphosate per
acre (which is equal to 20 ounces of  Roundup(R)  UltraMAX  herbicide) OR during
the V4 to V6 growth stage at a minimum of 0.75 lb. acid equivalent of glyphosate
per acre (which is equal to 26 ounces of  Roundup(R)  UltraMAX  herbicide)  in a
single application to insure the purity of LICENSED COMMERCIAL SEED. All quality
assurance  programs other than the State Crop Improvement  Association  programs
must have the prior written approval of MONSANTO. Seed production fields for any
LICENSED  COMMERCIAL  SEED  must be  inspected  by the  State  Crop  Improvement
Association   inspector,   trained-qualified   THIRD  PARTY   inspectors   or  a
trained-qualified  company  inspector  approximately 7 to 17 days after spraying
with  ROUNDUP(R)  HERBICIDE to determine the percent of the LICENSED  COMMERCIAL
SEED exhibiting tolerance to ROUNDUP(R) HERBICIDE.  A second inspection shall be
made at R7 to R8 growth stage (at least one pod has reached  mature pod color to
95% pods have reached  their mature pod color) to determine  variety  pubescence
color and  genetic  purity.  A random  check shall be made (one per 10 acres and
anything  over 100  acres,  one per 20  acres).  At least  100  plants  shall be
examined per check and the average  reported.  At least 98% of the plants in the
field must express  complete  tolerance to the ROUNDUP(R)  HERBICIDE  treatment.
MONSANTO shall have access,  if requested,  to all field inspection  information
for a period of two years including the year of production. These terms shall be
communicated  in writing to all seed  multiplication  growers as a condition  of
contract for production.

                  SEED MULTIPLICATION  CONTRACTS: All ROUNDUP READY SOYBEAN seed
multiplication  by  THIRD  PARTY  growers  shall  be  done  under  written  seed
multiplication  contracts,  which shall contain provisions to include that these
quality assurance criteria are met.

                  CONFIRMATION OF THE PRESENCE OF THE CORRECT GENE IN SEED LOTS:
Every  seed lot of  LICENSED  COMMERCIAL  SEED must have a sample  taken and the
presence of the GENE verified. Verification shall be conducted by an independent
seed testing  laboratory  or the seed  company's  testing  laboratory,  if prior
written approval from MONSANTO is obtained. All testing shall be conducted using
commercially  reasonable procedures supplied or approved by MONSANTO in writing.
The GENE must be confirmed in all lots of LICENSED COMMERCIAL SEED at the 99% or
higher level.

                  COSTS:  All cost  associated with the quality program shall be
borne by LICENSEE.  LICENSEE shall maintain all testing  records for each lot of
LICENSED  COMMERCIAL SEED for a period of three years after the final selling of
the  LICENSED  COMMERCIAL  SEED.  LICENSEE  shall also retain a two (2) pound or
larger sample from each lot of LICENSED  COMMERCIAL SEED for one year after sale
of such LICENSED COMMERCIAL SEED to growers. All test results shall be available
to MONSANTO upon request.

                  RECORDS AND AUDIT: LICENSEE shall maintain all testing records
for each lot of LICENSED  COMMERCIAL  SEED for a period of three (3) years after
the final sale of that seed lot of LICENSED COMMERCIAL SEED. LICENSEE shall also
retain a two (2) pound or larger  sample of LICENSED  COMMERCIAL  SEED from each
seed  lot for one (1)  year  after  last  sale  of  that  seed  lot of  LICENSED
COMMERCIAL  SEED.  All breeding  records,  pedigrees,  test results,  inspection
records and other quality  assurance or quality control  documentation  shall be
available  for  audit  upon  request.  MONSANTO  shall  have a  right  to  audit
LICENSEE'S quality control program through Precision Ag Services, Inc., or other
third party auditors selected by MONSANTO and reasonably  acceptable to LICENSEE
or, if approved by LICENSEE, through MONSANTO'S own personnel, Monsanto shall be
further permitted to test subsamples from the samples retained by LICENSEE.  All
information   disclosed  in  such  audits  shall  be   considered   Confidential
Information and shall be subject to Section 10 of the License Agreement.







<PAGE>



                                    EXHIBIT F

             ROUNDUP READY(R) SOYBEAN DEALER/DISTRIBUTOR OBLIGATIONS



     o   LICENSEE  ROUNDUP  READY(R)  SOYBEANS  will only be sold at the  retail
         level to farmers  who have  signed a ROUNDUP  READY(R)  SOYBEAN  GROWER
         AGREEMENT.

     o   LICENSEE  ROUNDUP  READY(R)  SOYBEANS  will only be sold by LICENSEE to
         Distributors  or Dealers or resold by Distributors to Dealers who agree
         to return the ROUNDUP  READY(R)  SOYBEAN GROWER  AGREEMENT and Purchase
         Reports as outlined below:

         -    ROUNDUP READY(R) SOYBEAN GROWER AGREEMENT - prior to purchase must
              be signed by grower on forms provided by MONSANTO or order/invoice
              forms provided by LICENSEE.  The executed ROUNDUP READY(R) SOYBEAN
              GROWER AGREEMENT will be forwarded to LICENSEE by the Distributors
              or by their Dealers as provided by LICENSEE in its agreements with
              Distributors.

         -    Purchase Report - Dealer must fill in farmer name, address,  phone
              number,  variety  and  number  of UNITS  purchased  and  return to
              MONSANTO.  The  purchase  reports will be forwarded to MONSANTO by
              the  Distributors  under  contract  with  LICENSEE,  or  by  their
              Dealers, or by LICENSEE,  no later than September 15 or such other
              frequency as noticed by LICENSEE.

     o   After grower has signed the ROUNDUP READY(R) SOYBEAN GROWER  AGREEMENT,
         dealer must give grower a copy, and send one to LICENSEE.

     o   Distributors  and their  Dealers  shall  not  knowingly  sell  LICENSED
         COMMERCIAL  SEED to any other THIRD PARTY for resale  without the prior
         written approval of LICENSEE.  Approval of sale of LICENSED  COMMERCIAL
         SEED to a THIRD PARTY  licensee of MONSANTO  for resale  shall  require
         that  THIRD  PARTY  licensee  of  MONSANTO  is in  compliance  with its
         obligations  under its ROUNDUP READY(R) SOYBEAN license  agreement with
         MONSANTO.  MONSANTO  shall confirm after written  request from LICENSEE
         whether or not a THIRD PARTY licensee of MONSANTO is in compliance with
         such obligations.



<PAGE>



                                    EXHIBIT G

                         SCHEDULE OF SEED SERVICES FEES


ROUNDUP READY(R) SOYBEAN SEED SERVICES FEES are based upon the UNITS of LICENSED
COMMERCIAL  SEED sold by  LICENSEE to  distributors  or to dealers for resale to
growers that have signed a ROUNDUP  READY(R)  SOYBEAN  GROWER  AGREEMENT;  which
sales are reported to MONSANTO or its designated  agent in a format  approved by
MONSANTO.  In order to qualify for ROUNDUP  READY(R) SOYBEAN SEED SERVICES FEES,
LICENSEE shall:
         i)       Submit timely quarterly sales reports; and
         ii) Remit  timely  payment of  ROYALTIES  (or GROWER FEES) on the sales
with respect to which ROUNDUP READY(R) SOYBEAN SEED SERVICE FEES are to be paid;
and
         iii) Submit  timely  grower  purchase  reports for any direct  sales to
growers and/or sales to LICENSEE'S distributors (including,  if applicable,  for
each grower the grower name and address,  MONSANTO grower license number and the
number of UNITS of seed purchased). Submission of any report or payment shall be
deemed  timely if  received by MONSANTO on or before the date due or by ten days
following a notice by MONSANTO that such report or payment has not been received
as of the due date.
     The ROUNDUP READY(R) SOYBEAN SEED SERVICES FEE shall be equal to 10% of the
NET-ROYALTY  (or NET GROWER  FEE)  received by MONSANTO on all UNITS of LICENSED
COMMERCIAL  SEED  sold by  LICENSEE,  provided  LICENSEE  has met the  following
requirements:
         i) LICENSEE includes those trademarks, logos and positioning statements
or taglines supplied by MONSANTO for the weed control system,  including ROUNDUP
READY(R)  SOYBEANS  and  those  ROUNDUP(R)  HERBICIDE  brands  as  specified  by
MONSANTO,  in all seed catalogs and on other promotional  materials for LICENSED
COMMERCIAL SEED.
         ii) LICENSEE  carries out education  programs  approved by MONSANTO for
its  dealers  and  distributors  on any Roundup  Ready(R)  promotion  offered by
MONSANTO.
         iii)  The  only  GLYPHOSATE-based  or  other  EPSP  synthase  inhibitor
herbicide LICENSEE promotes along with LICENSED COMMERCIAL SEED and/or any other
brand of SOYBEANS which contains the GENE, is ROUNDUP(R) HERBICIDE. For purposes
of this Schedule,  the term "promote"  shall include any activities  relating to
the endorsement of the use of GLYPHOSATE  herbicide  including,  but not limited
to,  advertising,  recommending  to  farmers  and/or  customers  the  use  of  a
GLYPHOSATE  herbicide with such LICENSED  COMMERCIAL SEED,  bundling of LICENSED
COMMERCIAL  SEED with any  herbicide  product and any other  marketing  activity
directed to  increasing  the sales of a herbicide  product for use with LICENSED
COMMERCIAL SEED.

ROUNDUP  READY(R)  SOYBEAN SEED  SERVICES FEES will not be paid on UNITS where a
ROYALTY or (GROWER  FEE) is waived,  reimbursed  or  otherwise  not  retained by
MONSANTO.

The process for payment of ROUNDUP  READY(R)  SOYBEAN SEED SERVICES FEES will be
determined by MONSANTO and communicated annually.





<PAGE>



                                    EXHIBIT H

                                   ARBITRATION

         In  the  event  that  MONSANTO  and  LICENSEE  do not  reach  agreement
concerning  reasonable license terms (including  ROYALTY) pursuant to Subsection
7.06, a determination of license in dispute shall be made in accordance with the
Commercial  Arbitration Rules of the American Arbitration  Association except as
herein modified:

         A.  COMPOSITION  OF  ARBITRATION  PANEL:  The  Arbitration  Panel shall
include  three (3) members  appointed  as provided in this Exhibit H. Members of
the Arbitration  Panel shall have no personal or financial  interest,  direct or
indirect,  in MONSANTO  or  LICENSEE  or in the outcome of their  deliberations,
provided that it shall not constitute a violation of this provision for a member
of the panel to own publicly  traded  common stock of one or both of the parties
or any of its AFFILIATES valued at $10,000 or less.

         B. ARBITRATION PROCEDURE:  Upon notice from either MONSANTO or LICENSEE
that the services of an  Arbitration  Panel are required under the provisions of
this AGREEMENT,  the Arbitration  Panel shall be formed as described  herein and
meet to  conduct  the  arbitration  in  Chicago,  Illinois  at a time and  place
selected by a majority vote of the Arbitration  Panel upon input of the parties.
The Arbitration Panel so constituted shall conduct the arbitration in accordance
with the rules  hereinafter set forth,  except as such rules may be modified for
the purpose of the  arbitration  with the written  consent of both  MONSANTO and
LICENSEE.  The arbitrators shall only consider the pertinent  evidence presented
by the parties,  in connection with a determination  of reasonable terms for the
subject license including reasonable ROYALTY terms for the subject technology.
                  1. The party desiring  arbitration (the  "Claimant")  shall so
notify the other party (the  "Respondent")  by written notice (the  "Arbitration
Notice"),  which  Arbitration  Notice  shall  contain  a  written  statement  of
Claimant's  position on the subject matter of the  arbitration.  The Arbitration
Notice shall be  transmitted  by overnight  courier  service or  transmitted  by
facsimile or other means of electronic  data  transmission,  which  transmission
shall be confirmed by overnight courier service.
                  2. Each party shall  appoint one person to hear and  determine
the dispute  within ten (10) days after receipt of the  Arbitration  Notice from
the  Claimant.  The two  persons  so  chosen  shall  select  a  third  impartial
arbitrator and their majority  decision shall be final and conclusive  upon both
parties. All such arbitrators shall be partners in nationally-recognized  patent
law firm  experienced in licensing of technology in agricultural  biotechnology.
If either  party  fails to  designate  its  arbitrator  within 20 days after the
Arbitration Notice is received,  then the arbitrator designated by the one party
shall  act  as the  sole  arbitrator  and  shall  be  deemed  to be the  single,
mutually-approved  arbitrator to resolve the controversy.  The arbitrators shall
be compensated  for their services at the average of their normal hourly billing
rate.
                  3. If the Claimant or Respondent  have a substantial  need for
discovery in order to prepare for the  arbitration  hearing,  the parties  shall
attempt  in good  faith to  agree on a  minimum  plan  for  strictly  necessary,
expeditious  discovery.  Should the parties fail to reach  agreement,  discovery
shall be allowed  pursuant to the Federal  Rules of Civil  Procedure  and as the
arbitrators determine appropriate under the circumstances.
                  4. At the  request of either  party,  to protect  Confidential
Information  and any other matter that either party would normally not reveal to
THIRD PARTIES,  the arbitrator(s) shall enter a protective order in such form as
the parties shall stipulate or as the arbitrator(s) shall determine is suitable.
Among other things the protective  order shall  stipulate  that the  arbitrators
themselves shall receive any information designated as "confidential" solely for
purposes of  assessing  the facts for  purposes of making a  determination  of a
reasonable ROYALTY, and shall not otherwise use or disclose such information. In
either  event the order  shall be entered  as an award at the  request of either
party and shall  enable  either  party to obtain  the  assistance  of a court of
competent  jurisdiction  to issue  equitable  orders to  enforce  or modify  the
provisions of the protective order as if the order had been issued by the court.


<PAGE>


                  5. Within  thirty (30) days after  receipt of the  Arbitration
Notice,  Respondent  shall send to the Claimant and the  Arbitration  Panel,  by
overnight  courier service,  a written  statement of Respondent  position on the
subject matter of the arbitration.
                  6. The  Arbitration  Panel  shall  convene a  hearing  for the
purpose of rendering its decision on or before the sixtieth (60th) day following
the  receipt  of the  Arbitration  Notice  by the  Respondent  or the  close  of
permitted  discovery,  whichever date is later. The hearing shall be attended by
all the arbitrators and by representatives of both Claimant and Respondent.  One
person only shall be chosen by each of the Claimant and  Respondent to speak for
it at the  hearing.  Each of the Claimant  and  Respondent  shall have three (3)
hours in which to make an oral presentation to the Arbitration  Panel.  Claimant
shall  make its  presentation  first and may  reserve a portion of its three (3)
hours for the purpose of a rebuttal following Respondent's  presentation.  After
the oral  presentation by Claimant and Respondent,  the parties shall respond to
questions  from the  arbitrators  at the  hearing  and  shall  continue  to make
themselves available for that purpose after the arbitrators have retired for the
purpose of deliberation.  The decision of the Arbitration Panel shall be made no
later  than  five  (5) days  following  the  hearing  and  shall be  immediately
transmitted  to both  Claimant  and  Respondent  by  facsimile or other means of
electronic data transmission and confirmed by overnight courier service.
                  7.  If  Respondent  fails  to  submit  the  written  statement
referred to in paragraph 5 hereinabove  within the time period required  hereby,
or either Claimant or Respondent  fails to appear at the hearing  referred to in
paragraph  6,  the  Arbitration  Panel  shall  nevertheless   proceed  with  the
arbitration on the basis of the material  submitted by the Claimant and the oral
presentation by the party attending the hearing.
                  8. Only the written  statements and evidence  submitted to the
arbitrators  pursuant  to  paragraphs  1 and 5 and  oral  presentations  made or
supplemental  written  statement  (based on information  obtained from permitted
discovery)  submitted at the hearing pursuant to paragraph 6 shall be considered
by the Arbitration  Panel in making its decision.  The  Arbitration  Panel shall
determine  the  authenticity,  materiality  and  relevance of any such  evidence
proffered and the weight to be accorded  thereto and shall not be bound by rules
governing the admissibility of evidence.
                  9. The  Arbitration  Panel may not  permit any party to submit
additional  written material relating to subject matter of the arbitration other
than the written  submissions  pursuant to paragraphs 1, 5 and 8 hereof  without
the consent of both Claimant and Respondent.
                  10. All rulings and  determinations  of the Arbitration  Panel
shall be by a majority of arbitrators.  The  arbitrators  shall issue a detailed
reasoned  written  decision  with respect to the  determination  of a reasonable
ROYALTY and other material terms for the subject  technology.  The determination
of the  Arbitration  Panel  shall be final  and  binding  upon the  parties  and
judgment  thereon  may be  entered  in any court  having  jurisdiction  thereof;
provided however that, either party shall have the right within ten (10) days to
file with the arbitrators a motion to reconsider,  and the arbitrators thereupon
shall  reconsider  the issues raised by said motion and either confirm or change
their  majority  decision  which  shall then be final and  conclusive  upon both
parties  hereto.  The costs of such a motion  for  reconsideration  and  written
opinion of the arbitrators shall be borne by the moving party.
                  11. Each party shall bear its own expenses in connection  with
the preparation for and the  presentation  of its case at the  arbitration.  The
other costs of the arbitration shall be pro-rated between the parties based upon
the positions of the  respective  parties at the  initiation of the  arbitration
hearing and the outcome of the arbitration.  For example, if LICENSEE's offer at
the end of  negotiations  and prior to  arbitration  is a ROYALTY  rate of three
percent (3%) and  MONSANTO's  counter  proposal is a ROYALTY rate of one percent
(1%) and the  arbitration  decision  is that a  reasonable  ROYALTY  rate is two
percent  (2%),  then the  parties  will share the  expenses  of the  arbitration
proceeding  equally.  If the arbitration  involves only license terms other than
ROYALTY,  the  other  costs of such  arbitration  shall  be  borne by the  party
requesting the arbitration.


<PAGE>

                AMENDED AND RESTATED LICENSEE INCENTIVE AGREEMENT
                -------------------------------------------------

This Agreement (the  "Agreement") is made and effective by and between  Monsanto
Company,  and Delta and Pine Land  Company.  Based on the  mutual  consideration
between the parties  recited below,  the parties agree and covenant as set forth
below.


                        SECTION 1-BACKGROUND AND PARTIES

     1.01  Monsanto  Company  ("MONSANTO")  is a  corporation  of the  State  of
Delaware  with  principal  offices at 800 N.  Lindbergh  Boulevard,  St.  Louis,
Missouri 63167.

     1.02 Delta and Pine Land Company  ("D&PL") is a  corporation  organized and
existing under the laws of the State of Delaware with principal  offices located
at 100 Main Street, Scott, MS 38772.

     1.03  MONSANTO  and  LICENSEE  are parties to one or more of the  following
technology licenses:
     (a)  YieldGard(R)Corn License and Seed Services Agreement;
     (b)  Roundup Ready(R)Corn License and Seed Services Agreement;
     (c)  Roundup Ready(R)(NK603) Corn License and Seed Services Agreement,
     (d)  Rootworm Protected Corn License and Seed Services Agreement; and
     (e)  Roundup Ready(R)Soybean License and Seed Services Agreement.

     1.04 MONSANTO and LICENSEE have entered into a previous  agreement entitled
"Licensee Incentive  Agreement" and this Agreement,  when signed by both parties
will replace the previous agreement in its entirety.

     1.05  MONSANTO  desires  to  provide  LICENSEE  with  additional  financial
incentives to exploit the technology that it has licensed from MONSANTO.


                              SECTION 2-DEFINITIONS

     For purposes of this Agreement,  the following words and phrases shall have
the following meanings:

     2.01 The term "Affiliate(s)", as used herein, shall mean with respect to an
entity,  any other entity that,  directly or indirectly,  is wholly-owned by, or
wholly-owns that entity.

     2.02 The term "Corn"  shall mean Zea mays,  other than sweet corn,  popcorn
varieties, and other varieties or hybrids that are marketed as high, enhanced or
modified oil, high,  enhanced or modified  protein,  high,  enhanced or modified
carbohydrate   or  as  containing   any  other   compositional   attribute  that
distinguishes the variety or hybrid from industry-standard  commodity field corn
as of the Effective Date.

     2.03 The term "Effective  Date" or "Effective Date of this Agreement" shall
mean the date  upon  which  duly  authorized  representatives  of  MONSANTO  and
LICENSEE have executed their Agreement.

     2.04 The term  "Fiscal  Year",  as used herein,  shall mean a  twelve-month
period  ending  August 31st,  e.g.  Fiscal Year 1997 is the 12 month period that
ends on August 31, 1997.

     2.05 The term  "Grower Fee" shall mean the per Unit fee charged to the Corn
grower under the terms of the Grower Agreement.

     2.06 The term  "Herbicide-Resistant  Corn Product",  as used herein,  shall
mean  Corn  containing  any  MONSANTO  Herbicide-Resistance  Corn  Gene  or  any
Non-MONSANTO Herbicide-Resistance Corn Gene.


<PAGE>



     2.07 The term "Herbicide-Resistant  Soybean Product", as used herein, shall
mean Soybean  containing any MONSANTO  Herbicide-Resistance  Soybean Gene or any
Non-MONSANTO Herbicide-Resistance Soybean Gene.

     2.08 The term  "Insect-Protected  Corn Product", as used herein, shall mean
Corn  containing  any  MONSANTO  Insect-Control  Corn  Gene or any  Non-MONSANTO
Insect-Control Corn Gene that controls lepidopteran insects.

     2.09 The term "CRW  Protected  Corn Product" as used herein shall mean Corn
containing any MONSANTO CRW  Insect-Control  Corn Gene or any  Non-Monsanto  CRW
Protected Insect-Control Corn Gene that controls corn rootworms.

     2.10 The term "Licensed  CRW-Protected  Corn  Product(s)",  as used herein,
shall mean the Licensed  Corn  Product(s)  as set forth in an agreement  between
LICENSEE  and  MONSANTO  entitled  "Rootworm  Protected  Corn  License  and Seed
Services Agreement".

     2.11 The  term  "Licensed  Herbicide-Resistant  Corn  Product(s)",  as used
herein,  shall mean the Licensed  Corn  Product(s)  as set forth in an agreement
between LICENSEE and MONSANTO  entitled  "Roundup Ready(R) Corn License and Seed
Services  Agreement"  and/or  in an  agreement  between  LICENSEE  and  MONSANTO
entitled "Roundup Ready(R) (NK603) Corn License and Seed Services Agreement".

     2.12 The term "Licensed  Herbicide-Resistant  Soybean Product(s)",  as used
herein,  shall mean the Licensed Soybean Product(s) as set forth in an agreement
between  LICENSEE and MONSANTO  entitled  "Roundup  Ready(R) Soybean License and
Seed Services Agreement".

     2.13 The term "Licensed Insect-Protected Corn Product(s)",  as used herein,
shall mean the Licensed  Corn  Product(s)  as set forth in an agreement  between
LICENSEE  and MONSANTO  entitled  "YieldGard(R)  Corn License and Seed  Services
Agreement".

     2.14 The term "MONSANTO  Herbicide-Resistance  Corn Gene",  as used herein,
means any DNA molecule  received  under license from  MONSANTO  which results in
increased tolerance to Glyphosate.

     2.15 The term "MONSANTO  Insect-Control  Gene", as used herein,  shall mean
any DNA molecule received under license from MONSANTO which results in increased
protection against lepidopteran insect pests in corn.

     2.16 The term "MONSANTO CRW  Insect-Control  Gene",  as used herein,  shall
mean any DNA molecule  received  under  license from  MONSANTO  which results in
increased protection against corn rootworm insect pests.

     2.17 The term "MONSANTO Herbicide-Resistance Soybean Gene", as used herein,
means any DNA molecule  received  under license from  MONSANTO  which results in
increased tolerance to Glyphosate.

     2.18  The  term  "Non-MONSANTO  Herbicide-Resistance  Corn  Gene",  as used
herein,  means any DNA  molecule not  naturally-occurring  in Corn from a source
other than MONSANTO which results in increased tolerance to Glyphosate or to any
other  herbicide.  For  purposes of this  definition,  a DNA  molecule  shall be
considered  to be  naturally  occurring  if it exists in a Corn  plant at a high
enough  frequency to provide  herbicide  resistance  without  further  selection
and/or if it has not been  produced  as a result of  tissue  culture  selection,
mutagenesis,  genetic  engineering  using recombinant DNA techniques or other in
vitro or in vivo modification to the plant.



<PAGE>


     2.19 The term  "Non-MONSANTO  Insect-Control  Gene", as used herein,  shall
mean any DNA molecule not naturally-occurring in Corn encoding an insect control
protein for Lepidopteran from a source other than MONSANTO. For purposes of this
definition, a DNA molecule shall be considered to be naturally-occurring in Corn
if it  exists in a Corn  plant at a high  enough  frequency  to  provide  insect
control without further selection and/or if it has not been produced as a result
of tissue culture selection,  mutagenesis, genetic engineering using recombinant
DNA techniques or other in vitro or in vivo modification to the plant.

     2.20 The term "Non-MONSANTO CRW Insect-Control Gene", as used herein, shall
mean any DNA molecule not naturally-occurring in Corn encoding an insect control
protein for corn  rootworm  from a source other than  MONSANTO.  For purposes of
this definition, a DNA molecule shall be considered to be naturally-occurring in
Corn if it exists in a Corn plant at a high enough  frequency to provide  insect
control without further selection and/or if it has not been produced as a result
of tissue culture selection,  mutagenesis, genetic engineering using recombinant
DNA techniques or other in vitro or in vivo modification to the plant.

     2.21 The term  "Non-MONSANTO  Herbicide-Resistance  Soybean Gene",  as used
herein means any DNA molecule not  naturally-occurring  in Soybean from a source
other than MONSANTO which results in increased tolerance to Glyphosate or to any
other  herbicide.  For  purposes of this  definition,  a DNA  molecule  shall be
considered  to be naturally  occurring if it exists in Soybeans at a high enough
frequency to provide herbicide resistance without further selection and/or if it
has not been  produced  as a result of tissue  culture  selection,  mutagenesis,
genetic  engineering  using  recombinant  DNA techniques or other in vitro or in
vivo modification to the plant.

     2.22  The  term  "Royalty"  as used  herein  shall  mean  the per  unit fee
collected from LICENSEE under terms of the individual technology agreement.

     2.23 The term  "Soybean",  as used herein,  means  Glycine max.  other than
varieties that are marketed as high, enhanced or modified oil, high, enhanced or
modified protein,  high, enhanced or modified  carbohydrate or as containing any
other   compositional    attribute   that   distinguishes   the   variety   from
industry-standard commodity soybean as of the Effective Date.

     2.24 The term "Territory," as used herein,  shall mean the United States of
America.

     2.25 The  term  "Third  Party",  as used  herein,  shall  mean any  person,
organization,  firm,  corporation,  partnership  or entity other than  MONSANTO,
LICENSEE and their respective Affiliates.

     2.26 The term "Unit(s)", as used herein, shall mean:
          (a) In the case of Corn, a quantity of  approximately  Eighty Thousand
     (80,000)  kernels.  Any sale of a quantity  different  from 80,000  kernels
     shall be prorated on the basis of 80,000 kernels to determine the number of
     units sold; and
          (b) In the case of Soybeans:
               i) If  LICENSEE  prices on a per  weight  basis,  a  quantity  of
          SOYBEAN seed weighing fifty (50) pounds.
               ii) If LICENSEE  prices on a seed count  basis,  160,000  SOYBEAN
          seeds.  MONSANTO will notify  LICENSEE of any change in the seed count
          used to determine a "UNIT" under the seed count basis, annually.

     2.27 The term  "Accrued  Interest",  as used  herein,  shall mean  interest
compounded  quarterly at an annual rate of four (4) percentage  points above the
prime interest rate offered by CitiBank on the date payment was due.





<PAGE>

                        SECTION 3-INCENTIVE REQUIREMENTS

     3.01 LICENSEE shall fully comply with each of the following requirements in
order to  qualify  for the  additional  financial  incentives  set forth in this
Agreement:
          (a) If LICENSEE or its  Affiliates  offers any  Insect-Protected  Corn
     Product for sale or license,  LICENSEE and its Affiliates must enter into a
     YieldGard(R)  Corn License and Seed Services  Agreement with MONSANTO,  and
     the total Units of Licensed Insect-Protected Corn Product(s) sold, licensed
     or  otherwise  transferred  by LICENSEE  and its  Affiliates  shall  exceed
     seventy  percent  (70%) of aggregate  Insect-Protected  Corn Product  sold,
     licensed or  otherwise  transferred  by LICENSEE  to any  Third-Party.  The
     requirement of this  Subsection  3.01(a),  that the total Units of Licensed
     Insect-Protected Corn Product(s) sold, licensed or otherwise transferred by
     LICENSEE and its Affiliates in any Fiscal Year exceed seventy percent (70%)
     of the aggregate  Insect-Protected  Corn Products  sold,  licensed or other
     wise  transferred by LICENSEE and its Affiliates to any Third Party,  shall
     be met by December 15, 2001.
          (b) If LICENSEE or its Affiliates offers any Herbicide-Resistant  Corn
     Product for sale or license,  LICENSEE and its Affiliates must enter into a
     Roundup  Ready(R)(NK603)  Corn  License and Seed  Services  Agreement  with
     MONSANTO,  and  the  total  Units  of  Licensed   Herbicide-Resistant  Corn
     Product(s)  sold,  licensed or  otherwise  transferred  by LICENSEE and its
     Affiliates    shall   exceed    seventy    percent   (70%)   of   aggregate
     Herbicide-Resistant Corn Product(s) sold, licensed or otherwise transferred
     by LICENSEE and its Affiliates to any Third-Party.  The requirement of this
     Subsection  3.01(b),  that the total Units of Licensed  Herbicide-Resistant
     Corn Product sold,  licensed or other wise  transferred by LICENSEE and its
     Affiliates in any Fiscal Year exceed seventy  percent (70%)of the aggregate
     Herbicide-Resistant  Corn Products sold, licensed or other wise transferred
     by LICENSEE and its Affiliates to any Third Party, shall be met by December
     15, 2004.
          (c) If  LICENSEE  or its  Affiliates  offers  any  Herbicide-Resistant
     Soybean Product for sale or license, LICENSEE and its Affiliates must enter
     into a Roundup  Ready(R)  Soybean License and Seed Services  Agreement with
     MONSANTO,  and the  total  Units of  Licensed  Herbicide-Resistant  Soybean
     Product(s)  sold,  licensed or  otherwise  transferred  by LICENSEE and its
     Affiliates    shall   exceed    seventy    percent   (70%)   of   aggregate
     Herbicide-Resistant   Soybean   Products   sold,   licensed  or   otherwise
     transferred  by  LICENSEE  and  its  Affiliates  to  any  Third-Party.  The
     requirement of this  Subsection  3.01(c),  that the total Units of Licensed
     Herbicide-Resistant   Soybean  Product(s)  sold,  licensed  or  other  wise
     transferred  by  LICENSEE  and its  Affiliates  in any Fiscal  Year  exceed
     seventy percent (70%) of the aggregate Herbicide-Resistant Soybean Products
     sold,  licensed or other wise transferred by LICENSEE and its Affiliates to
     any Third Party, shall be met by December 15, 2000.
          (d) If LICENSEE or its Affiliates offers any CRW Insect-Protected Corn
     Product for sale or license,  LICENSEE and its Affiliates must enter into a
     CRW Insect Control Corn License and Seed Services  Agreement with MONSANTO,
     and the total Units of Licensed CRW Insect-Protected  Corn Product(s) sold,
     licensed or  otherwise  transferred  by LICENSEE and its  Affiliates  shall
     exceed seventy percent (70%) of aggregate CRW Insect-Protected Corn Product
     sold, licensed or otherwise transferred by LICENSEE to any Third-Party. The
     requirement of this  Subsection  3.01(d),  that the total Units of Licensed
     Insect-Protected Corn Product(s) sold, licensed or otherwise transferred by
     LICENSEE and its Affiliates in any Fiscal Year exceed seventy percent (70%)
     of the aggregate  Insect-Protected  Corn Products  sold,  licensed or other
     wise  transferred by LICENSEE and its Affiliates to any Third Party,  shall
     be met by December 15, 2001.


                 SECTION 4-INCENTIVE COMPENSATION/REIMBURSEMENT

     4.01 Subject to the provisions of this Agreement, MONSANTO shall compensate
LICENSEE as follows:
          (a)
               (i) MONSANTO  shall waive  one-half of the payment  otherwise due
          under  Subsection  4.01(a) of the  YieldGard(R)  Corn License and Seed
          Services  Agreement  and the Roundup  Ready(R)  Corn  License and Seed
          Services  Agreement,  and MONSANTO  shall waive the entire payment due
          under  Subsection  4.01(a) of the Rootworm  Protected Corn License and
          Seed Services Agreement if


<PAGE>


     this  Agreement and the Rootworm  Protected  Corn License and Seed Services
     Agreement are executed and returned to MONSANTO by May 1, 2001.
               (ii)  MONSANTO  shall waive  one-half of the payment due, if any,
          under  Subsection  4.01(b) of the  YieldGard(R)Corn  License  and Seed
          Services  Agreement and the Roundup  Ready(R)(NK603)  Corn License and
          Seed Services Agreement.
               (iii) MONSANTO shall waive one-half of the payment  otherwise due
          under  Subsection  4.01(c) of the  YieldGard(R)Corn  License  and Seed
          Services  Agreement and the Roundup  Ready(R)(NK603)  Corn License and
          Seed Services Agreement.
               (iv) MONSANTO shall waive the remainder of the payment  otherwise
          due under Subsection 4.01(d) of the YieldGard(R)Corn  License and Seed
          Services  Agreement and the Roundup  Ready(R)(NK603)  Corn License and
          Seed Services Agreement.
          (b) MONSANTO  shall pay LICENSEE an  additional  incremental  per Unit
     Seed  Services  Fee (as defined in the  YieldGard(R)  Corn License and Seed
     Services  Agreement) in the amount of five percent (5%),  provided however,
     that  such  additional  incremental  per Unit Seed  Services  Fee shall not
     exceed One Dollar and Seventy Five Cents ($1.75).
          (c) MONSANTO  shall pay LICENSEE an  additional  incremental  per Unit
     Seed Services Fee (as defined in the Roundup Ready(R) Corn License and Seed
     Services  Agreement and the Roundup  Ready(R)(NK603)  Corn License and Seed
     Services  Agreement) in the amount of five percent (5%)  provided  however,
     that  such  additional  incremental  per Unit Seed  Services  Fee shall not
     exceed One Dollar ($1.00).
          (d) MONSANTO  shall pay LICENSEE an  additional  incremental  per Unit
     Seed Services Fee (as defined in the Roundup  Ready(R)  Soybean License and
     Seed  Services  Agreement)  in the  amount of ten  percent  (10%)  provided
     however, that such additional  incremental per Unit Seed Services Fee shall
     not exceed Sixty Cents ($0.60).
          (e) MONSANTO  shall pay LICENSEE an  additional  incremental  per Unit
     Seed  Services Fee (as defined in the Rootworm  Protected  Corn License and
     Seed  Services  Agreement)  in the amount of five  percent  (5%),  provided
     however, that such additional  incremental per Unit Seed Services Fee shall
     not exceed Two Dollars and Fifty Cents ($2.50).

     4.02 In the event that MONSANTO should waive any payment under the terms of
Subsection  4.01(a) of this  Agreement or make any payment to LICENSEE under the
terms of Subsection  4.01(b) and LICENSEE is found not to be in compliance  with
the conditions of Subsection 3.01(a) relating to Insect-Protected  Corn Products
as of December 15, 2001,  then  LICENSEE  shall  reimburse  MONSANTO all payment
amounts waived and all incremental Seed Services Fees received prior to December
15, 2001 with  accrued  interest  from the date  payment was  originally  due or
incremental Seed Services Fees were received, as the case may be.

     4.03 In the event that MONSANTO should waive any payment under the terms of
Subsection  4.01(a) of this  Agreement or make any payment to LICENSEE under the
terms of Subsection  4.01(c) and LICENSEE is found not to be in compliance  with
the  conditions  of  Subsection  3.01(b)  relating to  Herbicide-Resistant  Corn
Products as of December 15, 2002,  then LICENSEE  shall  reimburse  MONSANTO all
payment amounts waived and all incremental  Seed Services Fees received prior to
December 15, 2002 with Accrued Interest from the date payment was originally due
or incremental Seed Services Fees were received, as the case may be.

     4.04 In the event that MONSANTO  should make any payment to LICENSEE  under
the terms of  Subsection  4.01(d) and LICENSEE is found not to be in  compliance
with the  conditions  of  Subsection  3.01(c)  relating  to  Herbicide-Resistant
Soybean Products as of December 15, 2000, then LICENSEE shall reimburse MONSANTO
all  incremental  Seed Services  Fees  received  prior to December 15, 2000 with
Accrued  Interest  from the  dates  such  incremental  Seed  Services  Fees were
received, as the case may be.

     4.05 In the event that MONSANTO should increase any payment under the terms
of  Subsection  4.01(b) of this  Agreement  and  LICENSEE  is found not to be in
compliance with the conditions of


<PAGE>


Subsection 3.01(a) for the applicable Fiscal Year then, without prejudice to any
other remedy available to MONSANTO, LICENSEE shall reimburse MONSANTO the amount
paid pursuant to Subsection 4.01(b) for those Fiscal Year(s) in which conditions
of Subsection  3.01(a) were not met with Accrued  Interest from the date payment
for any such Fiscal Year was made by MONSANTO.

     4.06 In the event that MONSANTO should increase any payment under the terms
of Subsection 4.01(c) of this Agreement  following the applicable date set forth
in Subsection  3.01(b),  and LICENSEE is found not to be in compliance  with the
conditions of Subsection  3.01(b) for the applicable  Fiscal Year then,  without
prejudice to any other remedy  available to MONSANTO,  LICENSEE shall  reimburse
MONSANTO the amount paid pursuant to Subsection 4.01(c) for those Fiscal Year(s)
in which  conditions  of Subsection  3.01(b) were not met with Accrued  Interest
from the date payment for any such Fiscal Year was made by MONSANTO.

     4.07 In the event that MONSANTO should increase any payment under the terms
of Subsection 4.01(d) of this Agreement  following the applicable date set forth
in Subsection  3.01(c),  and LICENSEE is found not to be in compliance  with the
conditions of Subsection  3.01(c) for the applicable  Fiscal Year then,  without
prejudice to any other remedy  available to MONSANTO,  LICENSEE shall  reimburse
MONSANTO the amount paid pursuant to Subsection 4.01(d) for those Fiscal Year(s)
in which  conditions  of Subsection  3.01(c) were not met with Accrued  Interest
from the date payment for any such Fiscal Year was made by MONSANTO.

     4.08 In the event that MONSANTO should increase any payment under the terms
of Subsection 4.01(e) of this Agreement  following the applicable date set forth
in Subsection  3.01(d),  and LICENSEE is found not to be in compliance  with the
conditions of Subsection  3.01(d) for the applicable  Fiscal Year then,  without
prejudice to any other remedy  available to MONSANTO,  LICENSEE shall  reimburse
MONSANTO the amount paid pursuant to Subsection 4.01(e) for those Fiscal Year(s)
in which  conditions  of Subsection  3.01(d) were not met with Accrued  Interest
from the date payment for any such Fiscal Year was made by MONSANTO.

     4.09 In the event that MONSANTO should decide to increase the Grower Fee or
Royalty for either  YieldGard(R)  Corn,  Roundup  Ready(R)  Corn, MON TM Corn or
Roundup  Ready(R)  Soybean to a level such that the per Unit Seed  Services  Fee
otherwise  payable  by  MONSANTO  to  LICENSEE  under the  terms of  Subsections
4.01(b)-(d) would be greater than the upper limit on such Seed Services Fees set
forth therein, MONSANTO and LICENSEE shall meet and discuss potential sharing of
such additional Grower Fees or Royalties.

     4.10 If MONSANTO  fails to pay on the due date any amount  which is payable
under this  Agreement  to  LICENSEE,  or any sum paid to  LICENSEE  or waived by
MONSANTO is found to be reimbursable  or payable by LICENSEE to MONSANTO,  then,
without prejudice to other Subsections of this Agreement, that amount shall bear
interest  compounded  quarterly from the due date until payment is made in full,
both before and after any  judgment,  at an annual  rate of four (4)  percentage
points above the prime  interest rate offered by CitiBank on the day payment was
due, until paid.



                     SECTION 5-REPORTS AND RECORD RETENTION

     5.01 At the  time  LICENSEE  submits  its  final  report  set  forth in the
applicable License Agreements (i.e., YieldGard(R) Corn License and Seed Services
Agreement,  Roundup Ready(R) Corn License and Seed Services  Agreement,  Roundup
Ready(R) (NK603) Corn License and Seed Services  Agreement,  Rootworm  Protected
Corn License and Seed Services  Agreement and Roundup  Ready(R)  Soybean License
and Seed Services Agreement) for any subject Fiscal Year, LICENSEE shall certify
compliance with the conditions set forth in 3.01.

     5.02 At the  time  LICENSEE  submits  its  final  report  set  forth in the
applicable License Agreements (i.e., YieldGard(R) Corn License and Seed Services
Agreement, Roundup Ready(R)Corn License and Seed


<PAGE>


Services  Agreement,  Roundup  Ready(R)  (NK603) Corn License and Seed  Services
Agreement,  Rootworm  Protected  Corn License and Seed  Services  Agreement  and
Roundup  Ready(R) Soybean License and Seed Services  Agreement),  LICENSEE shall
report the total amounts of the  respective  Herbicide-Resistant  Corn Products,
Herbicide-Resistant  Soybean Products and  Insect-Protected  Corn Products sold,
licensed or otherwise  transferred  to any Third Party during the subject Fiscal
Year.

     5.03 LICENSEE shall keep records showing the amount of  Herbicide-Resistant
Corn  Products,  Herbicide-Resistant  Soybean  Products,  Insect-Protected  Corn
Products,   and  CRW-Protected   Corn  Products  sold,   licensed  or  otherwise
transferred  to any Third Party  during the each Fiscal Year.  LICENSEE  further
agrees to permit its books and records to be  examined  from time to time to the
extent necessary to verify the reports provided for in Subsection 5.01 and 5.02,
such confidential examination to be made at MONSANTO'S discretion by either:
          (a) Precision Ag Services, Inc., or
          (b) An  independent  auditing firm  appointed by and at the expense of
     MONSANTO,  which firm shall be  reasonably  acceptable  to  LICENSEE.  Such
     records shall be kept and examination  thereof shall be limited to a period
     of time no more than  three (3)  Fiscal  Years  immediately  preceding  the
     request for examination.

     5.04 Each payment to LICENSEE hereunder shall either be:

          (i) made by wire transfer to LICENSEE'S account:

                           Bank of America
                           Charlotte, North Carolina 28255
                           ABA#: 053-000-196
                           Account Number: 0653234203
                           Account Name: Delta and Pine Land Company

          or to  another  account  in  the  United  States  which  LICENSEE  may
     subsequently  designate  from time to time by notice to MONSANTO.  MONSANTO
     shall provide written notice of each such wire transfer to LICENSEE; or

          (ii) made by check sent to:

                           Delta and Pine Land Company
                           100 Main Street
                           Scott, Mississippi 38772

          or  another   location  in  the  United  States  which   LICENSEE  may
     subsequently designate from time to time by notice to MONSANTO.


                         SECTION 6-TERM AND TERMINATION

     6.01 The term of this  Agreement  shall begin on the Effective Date of this
Agreement and shall end on the earlier of the first date upon which

          (a) LICENSEE  fails to fully comply with the  conditions  set forth in
          Subsection  3.01, (b) Either party terminates this Agreement under the
          terms of this  Subsection 6, (c) MONSANTO  terminates  this  Agreement
          under the terms of Subsection 8.06, or (d) December 31, 2007.

     6.02 Either party, i.e. MONSANTO and LICENSEE, may terminate this Agreement
upon at least  thirty (30) days  written  notice to the other  party  should the
other party commit a material  breach of its  obligations or be in default under
any of the provisions of this Agreement if:


<PAGE>


          (a) The  party in breach  has  failed  to cure the  breach or  default
     within the same thirty (30) day notice period;
          (b) If such breach or default  cannot be cured  within the thirty (30)
     day period,  and the party in breach has not taken reasonable steps to cure
     the breach or default.  If the breach or default cannot be cured within the
     thirty (30) day period,  the party in breach shall notify the non-breaching
     party of the steps taken toward curing such default or breach and the plans
     to totally cure such default or breach as soon as reasonably  possible.  If
     the party in breach fails to provide such notice,  the non-breaching  party
     shall be free to terminate with immediate  effect by notice to the party in
     breach.

     6.03  Notwithstanding  a party's  right to  terminate  this  Agreement as a
result of a non-cured  material  breach by the other  party,  the  non-breaching
party  shall  not be  prevented  from  seeking  any  other  remedy  which may be
available to it in equity,  including  specific  performance  on the part of the
party in breach.

     6.04 Either party (i.e.  MONSANTO or LICENSEE) may terminate this Agreement
if, at any time:

          (a) The other party makes an  assignment  for the benefit of creditors
     or admits in writing its  inability  generally to pay or is  generally  not
     paying its debts as such debts become due;
          (b) Any decree or order for relief is entered  against the other party
     under any bankruptcy, reorganization,  compromise, arrangement, insolvency,
     readjustment of debt, dissolution or liquidation or similar law;
          (c) The other  party  petitions  or applies to any  tribunal  for,  or
     consents  to,  the  appointment  of, or taking  possession  by, a  trustee,
     receiver, custodian, liquidator or similar official, of such other party or
     any substantial part of its assets, or commences a voluntary case under the
     bankruptcy law of any jurisdiction;
          (d) Any such petition or application is filed, or any such proceedings
     are  commenced,  against  the other  party and such other  party by any act
     indicates its approval thereof, consent thereto or acquiescence therein, or
     an order,  judgment  or  decree is  entered  appointing  any such  trustee,
     receiver,  custodian,  liquidator  or similar  official,  or approving  the
     petition  in any  such  proceedings,  and such  order  for  relief,  order,
     judgment or decree remains  unstayed and in effect for more than sixty (60)
     days; or
          (e) Any  order,  judgment  or decree  is  entered  in any  proceedings
     against the other party  decreeing the  dissolution of such other party and
     such order, judgment or decree remains unstayed and in effect for more than
     sixty (60) days.

     6.05  Expiration or  termination  of this  Agreement  shall not relieve the
parties  of  any  obligation  accruing  prior  to or  upon  such  expiration  or
termination.  Accordingly,  Subsections  6.03,  6.04 and Section 7 shall survive
expiration or  termination  of this Agreement and LICENSEE shall not be relieved
of any payment  obligation  that may have accrued  prior to such  expiration  or
termination.


                            SECTION 7-CONFIDENTIALITY

     7.01 It is anticipated that it will be necessary,  in connection with their
obligations under this Agreement,  for LICENSEE and MONSANTO to disclose to each
other Confidential  Information.  For purposes of this Agreement,  "Confidential
Information" shall mean any and all proprietary  information  (including without
limitation, information related to technical, business and intellectual property
matters),  know-how,  data, intellectual property,  trade secrets, and germplasm
and  biological and other  physical  materials  owned or held by either party to
this Agreement,  now and in the future which is disclosed by either party to the
other party in connection  with this  Agreement.  The  Confidential  Information
shall  include  such  proprietary  information  disclosed  in  writing  or other
tangible  form.  If disclosed  orally,  the  Confidential  Information  shall be
summarized in written form within thirty (30) days by the disclosing party and a
copy provided to the recipient.

     7.02 (a) With respect to all  Confidential  Information,  both LICENSEE and
MONSANTO agree as follows,  it being understood that  "recipient"  indicates the
party  receiving  the  confidential,  proprietary  information  from  the  other
"disclosing"  party.  Confidential  Information and MONSANTO Biological Material
provided  or  disclosed  to the  recipient  shall  remain  the  property  of the
disclosing party and shall be


<PAGE>


maintained in confidence by the recipient and shall not be provided or disclosed
to any Third Party by the recipient and,  further,  shall not be used except for
purposes  contemplated in this Agreement.  All  confidentiality  and limited use
obligations  with respect to the  Confidential  Information  shall terminate ten
(10) years after the termination date of this Agreement.

          (b)  Notwithstanding  any  provision  to the  contrary,  a  party  may
     disclose the Confidential Information of the other party: (i) in connection
     with an order of a court or other government body or as otherwise  required
     by or in compliance with law or regulations of any governmental  body or of
     any exchange or market on which the party's securities are traded; provided
     that the  disclosing  party  provides the other party with notice and takes
     reasonable  measures  to obtain  confidential  treatment  thereof;  (ii) in
     confidence  to  recipient's  attorneys,  accountants,  banks and  financial
     sources and its advisors;  or (iii) in confidence,  in connection  with the
     sale or proposed  sale of  substantially  all the business  assets to which
     this  Agreement  relates,  so long as, in each  case,  the  entity to which
     disclosure is made is bound to  confidentiality  on terms  consistent  with
     those set forth herein.

     7.03 The obligations of confidentiality  and limited use shall not apply to
any of the Confidential Information which:
          (a) Is publicly  available by publication or other documented means or
     later  becomes  likewise  publicly  available  through  no act or  fault of
     recipient; or
          (b) Is already known to recipient  before  receipt from the disclosing
     party, as demonstrated by recipient's written records; or
          (c) Is made known to  recipient by a Third Party who did not obtain it
     directly or indirectly from the disclosing  party and who does not obligate
     recipient to hold it in confidence; or
          (d) Is  independently  developed  by the  recipient  as  evidenced  by
     credible written  research  records of recipient's  employees or agents who
     did not have access to the  disclosing  party's  Confidential  Information.
     Specific  information  should  not be  deemed  to be  within  any of  these
     exclusions  merely  because  it is  embraced  by more  general  information
     falling within these exclusions.

The exceptions set forth in this  Subsection  7.03 do not apply to  Confidential
Information  which is in the form of germplasm or biological  or other  physical
materials.

     7.04  Recipient  agrees  to  advise  those  of  its  officers,   directors,
employees,  associates,  agents, consultants, and Affiliates who become aware of
the  Confidential   Information,   of  these  confidentiality  and  limited  use
obligations and agrees,  prior to any disclosure of Confidential  Information to
such   individuals   or  entities,   to  make  them  bound  by   obligations  of
confidentiality  and limited use of the same  stringency  as those  contained in
this Agreement.

     7.05  Upon   termination  of  this  Agreement,   originals  and  copies  of
Confidential Information in written or other tangible form and all germplasm and
biological  and other  physical  materials  shall be returned to the  disclosing
party by recipient or destroyed by  recipient.  One copy of each document may be
retained in the custody of the  recipient's  legal  counsel  solely to provide a
record of what disclosures were made.

     7.06  The  terms  of this  Agreement  shall be  deemed  to be  Confidential
Information   and  shall  be  dealt  with   according  to  the   confidentiality
requirements  of this Section 7. Except as to the extent as may be required by a
law or regulation or a  governmental  body or of any exchange or market on which
the party's  securities  are traded,  or as may be  appropriate  to prosecute or
defend claims pertaining to the Agreement in a court or arbitration  proceeding,
neither party will make public  disclosures  concerning  other specific terms of
this Agreement  without  obtaining the prior written consent of the other party,
which consent shall not be unreasonably withheld.



                             SECTION 8-MISCELLANEOUS

     8.01 Any notice or other communication required or permitted to be given by
either  party  under  this  Agreement  shall be given in  writing  and  shall be
effective when delivered, if delivered by hand, reputable


<PAGE>


courier  service or five days after mailing if mailed by registered or certified
mail, postage prepaid and return receipt  requested,  addressed to each party at
the  following  addresses or such other  address as may be  designated by notice
pursuant to this Subsection 8.01:

         If to MONSANTO:   Monsanto Company
                           700 Chesterfield Pkwy North
                           Chesterfield, Missouri 63017
                           Attention: Stephen E. Joehl
                                      Director, Soybean Licensing

         with a copy to:   Monsanto Company
                           700 Chesterfield Pkwy North
                           Chesterfield, Missouri 63017
                           Attention: Dennis R. Hoerner
                                      Intellectual Property Counsel

         If to LICENSEE:   Delta and Pine Land Company
                           100 Main Street
                           Scott, Mississippi 38772
                           Attention: Steve Hawkins, President

         with a copy to:   Lake Tindall, LLP
                           127 South Poplar Street
                           Greenville, Mississippi 38701
                           Attention: Jerome C. Hafter, Esq.

     8.02 In  performing  this  Agreement,  the  parties  shall  comply with all
applicable laws and regulations. Nothing in this Agreement shall be construed so
as to require the  violation  of any law,  and  wherever  there is any  conflict
between any provision of this Agreement and any law the law shall  prevail,  but
in such event the affected provision of this Agreement shall be affected only to
the extent necessary to bring it within the applicable law.

     8.03 (a) Neither of the parties shall be liable for any default or delay in
performance  of  any  obligation  under  this  Agreement  caused  by  any of the
following:  Act of God, war, riot, fire, explosion,  accident,  flood, sabotage,
compliance with governmental  requests,  laws,  regulations,  orders or actions,
national defense  requirements or any other event beyond the reasonable  control
of such party; or labor trouble,  strike,  lockout or injunction  (provided that
neither of the parties shall be required to settle a labor  dispute  against its
own best judgment).
          (b) The party invoking this Subsection 8.03 shall give the other party
     written notice and full particulars of such force majeure event.
          (c) Both  MONSANTO  and  LICENSEE  shall  use  reasonable  efforts  to
     mitigate the effects of any force majeure on their respective part.

     8.04  LICENSEE,  its  Affiliate(s)  and  dealer/distributors  are and shall
always remain independent contractors in its performance of this Agreement.  The
provisions of this Agreement  shall not be construed as authorizing or reserving
to MONSANTO any right to exercise any control or direction over the  operations,
activities,  officers,  employees,  or agents of LICENSEE,  its  Affiliate(s) or
distributors in connection with this Agreement,  it being  understood and agreed
that the entire control and direction of such operations,  activities, officers,
employees, or agents shall remain with LICENSEE. Neither party to this Agreement
shall have any  authority to employ any person as an employee or agent for or on
behalf of the other party to this  Agreement for any purpose,  and neither party
to this Agreement, nor any person


<PAGE>


performing  any duties or  engaging  in any work at the  request of such  party,
shall be deemed to be an employee or agent of the other party to this Agreement.
In addition, LICENSEE, its Affiliate(s) or dealer/distributors are not and shall
not act or purport to act as a commercial  agent for  MONSANTO  hereunder in any
capacity other than the collection of the Grower Fee.

     8.05  Neither  party  shall  use the name of the  other in any  promotional
materials or advertising  without the prior written  consent of the other except
as specifically provided in this Agreement or other related agreements.

     8.06 Assignability/Succession/Change in Control:
          (a) The rights  acquired  herein by  LICENSEE  are not  assignable  or
     transferable  in  whole  or  part  (by  assignment,  operation  of  law  or
     otherwise)  to any Third  Party.  In the event of a "Change in  Control" of
     LICENSEE, LICENSEE shall promptly notice MONSANTO of such change in control
     and MONSANTO shall be permitted to terminate the Agreement. For purposes of
     this  Section  8.06,  "Change of  Control"  means a change in the direct or
     indirect  power to direct  or cause the  direction  of the  management  and
     policies  of  LICENSEE or the sale of  substantially  all of the  germplasm
     assets   of  the   LICENSEE   that   relate   to   production   of   either
     Herbicide-Resistant  Corn Products,  Herbicide-Resistant  Soybean Products,
     Insect-Protected Corn Products or CRW Protected Corn Products.
          (b)  MONSANTO  shall  have  the  right to  assign  this  Agreement  in
     connection  with  the  reorganization,  consolidation,  spin-off,  sale  or
     transfer  of  substantially  all of the  stock or  assets  related  to that
     portion of its business pertaining to the subject matter of this Agreement,
     either alone or in conjunction with other MONSANTO businesses as part of an
     overall sale or  reorganization  of MONSANTO.  In addition,  MONSANTO shall
     have the right to assign its respective  rights or obligations and delegate
     its performance  hereunder,  in whole or in part, to any of its AFFILIATES.
     In either event, the assignee shall agree in writing to be bound by all the
     terms of this Agreement, and MONSANTO shall thereafter be released from all
     obligations hereunder.

     8.07 This  Agreement  along with the  YieldGard(R)  Corn  License  and Seed
Services  Agreement,  Roundup Ready(R) Corn License and Seed Services Agreement,
Roundup  Ready(R)  (NK603) Corn License and Seed  Services  Agreement,  Rootworm
Protected Corn License and Seed Services  Agreement and Roundup Ready(R) Soybean
License and Seed  Services  Agreement  between  MONSANTO and  LICENSEE,  if any,
constitute 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 supersede any and
all prior  agreements,  whether  written  or oral,  that may exist  between  the
parties with respect thereto.  Except as otherwise specifically provided in this
Agreement,  no  conditions,  usage of trade,  course of dealing or  performance,
understanding or agreement purporting to modify, vary, explain or supplement the
terms or conditions of this Agreement shall be binding unless  hereafter made in
writing  and  signed  by the  party to be  bound  and no  modification  shall be
effected by the  acknowledgment  or acceptance of documents  containing terms or
conditions at variance with or in addition to those set forth in this Agreement.
No waiver by any party with  respect to any breach or default or of any right or
remedy and no course of dealing or performance,  shall be deemed to constitute a
continuing  waiver of any other  breach or  default  or of any right or  remedy,
unless  such  waiver be  expressed  in writing  signed by the party to be bound.
Failure of a party to  exercise  any right  shall not be deemed a waiver of such
right or rights in the future.

     8.08 IT IS THE  INTENTION  OF THE PARTIES  HERETO THAT ALL  QUESTIONS  WITH
RESPECT TO THE  CONSTRUCTION OF THIS AGREEMENT AND THE RIGHTS AND LIABILITIES OF
THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE  WITH THE LAWS OF THE STATE
OF MISSOURI  APPLICABLE  TO BUSINESS  ARRANGEMENTS  ENTERED  INTO AND  PERFORMED
ENTIRELY WITHIN THE STATE OF MISSOURI. THE PARTIES HERETO IRREVOCABLY (A) SUBMIT
TO THE  EXCLUSIVE  PERSONAL  JURISDICTION  OF ANY STATE OR FEDERAL  COURT IN THE
STATE OF MISSOURI IN ANY SUIT, ACTION OR OTHER LEGAL PROCEEDING RELATING TO THIS
AGREEMENT;  (B) AGREE THAT ALL  CLAIMS IN  RESPECT  OF ANY SUCH SUIT,  ACTION OR
OTHER LEGAL PROCEEDING MAY BE HEARD AND DETERMINED IN,


<PAGE>


AND ENFORCED IN AND BY, ANY SUCH COURT;  AND (C) WAIVE ANY  OBJECTION  THAT THEY
MAY NOW OR  HEREAFTER  HAVE TO VENUE IN ANY SUCH  COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM.

     8.09 It is the  intention  of the  parties  that in the event  any  dispute
arises under this  Agreement,  the parties  shall first meet and confer with one
another to attempt to negotiate a resolution of such dispute without recourse to
litigation.

     8.10 Except as otherwise expressly stated in this Agreement, the rights and
remedies  of a party set forth  herein  with  respect to failure of the other to
comply with the terms of this Agreement (including,  without limitation,  rights
of full  termination of this Agreement) are not exclusive,  the exercise thereof
shall not  constitute an election of remedies and the  aggrieved  party shall in
all events be entitled to seek whatever  additional remedies may be available in
law or in equity.

     8.11 Except as  otherwise  provided  herein,  each party shall bear its own
legal fees incurred in connection  with the  transactions  contemplated  hereby,
provided,  however,  that if any party to this  Agreement  seeks to enforce  its
rights  under  this   Agreement  by  legal   proceedings   or   otherwise,   the
non-prevailing party shall pay all costs and expenses incurred by the prevailing
party, including, without limitation, all reasonable attorneys' fees.

     8.12 Headings  herein are for convenience of reference only and shall in no
way affect interpretation of this Agreement.

     8.13 This Agreement may be executed in any number of counterparts  with the
same  effect  as  if  all  parties  had  signed  the  same  document.  All  such
counterparts shall be deemed an original,  shall be construed together and shall
constitute one and the same instrument.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

MONSANTO COMPANY                                 DELTA AND PINE LAND COMPANY
                                                 (LICENSEE)


By:                                              By:
   ----------------------------                     ----------------------------
Title:                                           Title:
      -------------------------                        -------------------------
      Director, Soybean Licensing

Date:                                            Date:
     --------------------------                       --------------------------



<PAGE>
Exhibit 10.33
                       BOLLGARD(R) GENE LICENSE AGREEMENT
                           FOR THE REPUBLIC OF MEXICO


     THIS  AGREEMENT  is made as of the  _____  day of  November,  2000,  by and
between Monsanto Company, a subsidiary of Pharmacia Corporation,  having a place
of business at 800 North Lindbergh  Boulevard,  St. Louis,  Missouri 63167,  and
Delta and Pine Land  Company,  having a place of  business  at One  Cotton  Row,
Scott, Mississippi 38772.

                             SECTION 1 -- BACKGROUND

     1.1  MONSANTO  has  developed  and has a present  intention  to continue to
develop  TECHNOLOGY  which is useful in the production of  genetically  modified
cotton plants exhibiting  resistance to LEPIDOPTERAN  INSECTS and also possesses
certain know-how and germplasm relating to such cotton plants.

     1.2 MONSANTO, D&M PARTNERS, and D&PL have entered into the BOLLGARD(R) GENE
LICENSE  pertaining to the  commercialization  of the  above-described  MONSANTO
TECHNOLOGY in the United States.

     1.3  Simultaneously  with the  execution of the  BOLLGARD(R)  GENE LICENSE,
MONSANTO and D&PL entered into the OPTION AGREEMENT in which MONSANTO granted to
D&PL rights to obtain exclusive  licenses to commercialize  MONSANTO  TECHNOLOGY
pertaining to LEPIDOPTERAN  RESISTANCE in certain  countries  outside the United
States.

     1.4 MONSANTO has been selling  DELTAPINE  LEPIDOPTERAN-ACTIVE  CULTIVARS in
the Republic of Mexico by agreement  with D&PL through  D&PL's  distributor  and
might continue to do so as long as the GOVERNMENTAL APPROVALS in the Republic of
Mexico  necessitate  such an  arrangement.  The parties  wish to enter into this
Agreement to meet MONSANTO's  obligations to D&PL under the OPTION AGREEMENT and
set forth the rights and  obligations  of the parties,  apart from the supply of
COTTON  PLANTING  SEED,  relevant to the sale,  by either  party,  of  DELTAPINE
LEPIDOPTERAN-ACTIVE CULTIVARS in the Republic of Mexico. The parties acknowledge
that a supply  agreement  related  to COTTON  PLANTING  SEED of those  DELTAPINE
LEPIDOPTERAN-ACTIVE  CULTIVARS may supersede the provisions of this Agreement in
part.

                           SECTION 2 - INTERPRETATION

     2.1 DEFINITIONS: In this Agreement, unless the context otherwise requires:

          2.1.1 The term "AVERAGE UNIT GROSS MARGIN  PERCENTAGE" with respect to
     a particular  CLASS of COTTON PLANTING SEED means one minus the quotient of
     the COST OF GOODS  SOLD  divided by the  WHOLESALE  PRICE per unit for that
     particular  CLASS averaged over all units of that particular  CLASS sold in
     the applicable FISCAL YEAR, expressed as a percentage.

          2.1.2 The term "B.t.  TOXIN" means the  insecticidal  protein  derived
     from  Bacillus  thuringiensis,   and  any  active  fragment,  modification,
     deletion, or mutation thereof, which is toxic to LEPIDOPTERAN INSECTS.

          2.1.3 The term  "BACKCROSS"  means a cross of a hybrid  with either of
     its parents.

          2.1.4  The term  "BACKCROSSES"  or  "BACKCROSSING"  means a system  of
     breeding whereby  recurrent crosses are made to one (1) of the parents of a
     hybrid,  accompanied  by the  selection  for a specific  characteristic  or
     characteristics donated by the other parent of the hybrid.

          2.1.5 The term  "BOLLGARD(R)  GENE LICENSE means the Bollgard(R)  Gene
     License and Seed Services  Agreement  between MONSANTO,  D&M PARTNERS,  and
     D&PL dated  February 2, 1996,  and  amended as of December 8, 1999,  as the
     same may be further amended in accordance with its terms.

          2.1.6 The term "BOLLGARD(R) GENE TRADEMARK" means a trademark owned by
     MONSANTO   relating   to   LEPIDOPTERAN-ACTIVE   GENE(S),   which   may  be
     "BOLLGARD(R)"  or  "INGARD(R)"  or any other  marked  owned by MONSANTO and
     registered for use with LEPIDOPTERAN-ACTIVE GENE(S).

          2.1.7 The term "BOLLGARD(R)  GENE TRADEMARK  LICENSE  AGREEMENT" means
     the agreement  attached hereto as APPENDIX 2 or a similar agreement between
     the  parties  licensing  rights to a  BOLLGARD(R)  GENE  TRADEMARK  for the
     LICENSED COUNTRY from MONSANTO to D&PL.

          2.1.8  The  term  "CLASS"  means  a  type  of  COTTON   PLANTING  SEED
     categorized  by the  presence  or absence  of a trait or traits  introduced
     using the  biotechnology  of MONSANTO or another.  An example of a class is
     LICENSED  COMMERCIAL  SEED  containing  only the FIRST  LEPIDOPTERAN-ACTIVE
     GENE; another example is LICENSED COMMERCIAL SEED containing both the FIRST
     LEPIDOPTERAN-ACTIVE GENE and a ROUNDUP READY(R) GENE.

          2.1.9 The term "COMMERCIAL  DEVELOPMENT" of a LEPIDOPTERAN-ACTIVE GENE
     means the  evaluation  of such  LEPIDOPTERAN-ACTIVE  GENE by D&PL in one or
     more  DELTAPINE  CULTIVARS  and/or by a third  party in such third  party's
     cultivars.

          2.1.10   The   term    "COMMERCIAL    SALE"   with    respect   to   a
     LEPIDOPTERAN-ACTIVE  GENE means sale or other  transfer for value of COTTON
     PLANTING SEED containing such LEPIDOPTERAN-ACTIVE GENE for use in producing
     a commercial  commodity  cotton crop (other than sale or other transfer for
     testing or seed multiplication on behalf of the transferor).

          2.1.11 The term  "COMPENSATION  PERIOD"  means,  with  respect to each
     LEPIDOPTERAN-ACTIVE GENE, that period of time pursuant to Subsection 6.3(a)
     that D&PL is  obligated  to pay the ROYALTY to MONSANTO for sale of LICENSE
     COMMERCIAL SEED containing that particular LEPIDOPTERAN-ACTIVE GENE.

          2.1.12 The term  "COST OF GOODS  SOLD"  with  respect to a  particular
     "NON-LEPIDOPTERAN  RESISTANT  COTTON SEED" or a "LICENSED  COMMERCIAL SEED"
     means the average of the sums of all costs  required to acquire and prepare
     that  particular  seed.  Such costs shall be calculated in accordance  with
     generally  accepted  accounting  principles  applied under D&PL's inventory
     costing policies. Such costs will include all direct and indirect costs for
     fuzzy  seed,  field  inspection,  quality  assurance,  bulk seed  handling,
     storage, processing, conditioning,  delinting, treating, seed treatment(s),
     packaging  costs,  storage of bagged seed, plus cost of dump seed less cull
     seed sales..

          2.1.13 The term  "COTTON  PLANTING  SEED"  means  cotton seed which is
     intended for and has been so produced and conditioned as to be suitable for
     planting to produce a commercial cotton crop.

          2.1.14 The term "D&M PARTNERS" means the partnership  between D&PL and
     MONSANTO created under the PARTNERSHIP AGREEMENT.

          2.1.15 The term "D&PL" means Delta and Pine Land  Company,  a Delaware
     corporation  having a principal place of business at One Cotton Row, Scott,
     Mississippi 38772.

          2.1.16 The term "D&PL FOREIGN  AFFILIATE" means a corporation or other
     entity  organized for operation in the LICENSED COUNTRY (a) in which either
     (i) D&PL owns fifty percent (50%) or more of the voting stock or, in regard
     to any entity which does not issue voting  stock,  fifty  percent  (50%) or
     more of  outstanding  equity  interests  and (ii) if D&PL is  prohibited by
     local laws or  regulations  from owning fifty  percent (50%) or more of the
     voting  stock or equity  interests  of such  entity in which  D&PL owns the
     maximum amount of voting stock or equity interests,  it is permitted to own
     under local laws and regulations, or (b) which D&PL effectively controls by
     contract or otherwise.

          2.1.17  The term "D&PL  TECHNOLOGY"  means any  information,  data and
     germplasm that D&PL develops,  produces, makes, or obtains (other than from
     MONSANTO), relating to the breeding and development of commercial varieties
     or hybrids of LICENSED  COMMERCIAL  SEED or other  varieties  or hybrids of
     cotton.

          2.1.18 The term "DATE OF APPROVAL FOR COMMERCIAL SALE" with respect to
     a  LEPIDOPTERAN-ACTIVE   GENE  means  the  date  on  which  MONSANTO  first
     authorizes the COMMERCIAL SALE by D&PL of cotton seed of specific DELTAPINE
     LEPIDOPTERAN-ACTIVE CULTIVAR(S) containing that LEPIDOPTERAN-ACTIVE GENE in
     the LICENSED COUNTRY.

          2.1.19 The term "DATE OF FIRST COMMERCIAL LICENSING" with respect to a
     particular LEPIDOPTERAN-ACTIVE GENE in the LICENSED COUNTRY means the first
     date on which  MONSANTO  or D&PL  (when  D&PL is  permitted  to do so under
     Section  3.11)  sublicenses  to a third party  (other  than a D&PL  FOREIGN
     AFFILIATE  or a third  party under  contract  with D&PL for testing or seed
     multiplication) the right to use a specific cultivar of LICENSED COMMERCIAL
     SEED  containing  that  particular  LEPIDOPTERAN-ACTIVE  GENE  for  use  in
     producing a commercial  commodity  cotton crop in LICENSED  COUNTRY.  It is
     stipulated  that  the  DATE OF  FIRST  COMMERCIAL  LICENSING  of the  FIRST
     LEPIDOPTERAN-ACTIVE GENE occurred in 1996.

          2.1.20  The term  "DELTAPINE  CULTIVAR"  means a  cultivar  of  cotton
     produced from germplasm  which D&PL has the right to use for plant breeding
     purposes.

          2.1.21  The  term  "DELTAPINE  LEPIDOPTERAN-ACTIVE  CULTIVAR"  means a
     DELTAPINE CULTIVAR which contains a LEPIDOPTERAN-ACTIVE GENE.

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

          2.1.23  The  term  "FIRST  LEPIDOPTERAN-ACTIVE  GENE"  means  the gene
     encoding the B.t. TOXIN contained in cotton seed sold by D&PL in the United
     States as of the EFFECTIVE DATE.

          2.1.24  The term  "FISCAL  YEAR"  means a  twelve  (12)  month  period
     beginning on the first day of  September  and ending on the last day of the
     following August.

          2.1.25 The term "GENE  EQUIVALENCY  TEST(S)" means the field tests and
     bioequivalency  assays carried out as described in Appendix 5 or such other
     equivalency  test as MONSANTO and D&PL may mutually agree to substitute for
     the initial GENE EQUIVALENCY TEST.

          2.1.26 The term "GENE  INTROGRESSION  SCHEDULE" means the schedule for
     introgression  of one or more SUBSEQUENT  LEPIDOPTERAN-ACTIVE  GENES and of
     combinations  of one or more  SUBSEQUENT  LEPIDOPTERAN-ACTIVE  GENES with a
     ROUNDUP  READY(R) GENE  supplied by MONSANTO into  varieties of the species
     Gossypium hirsutum  appropriate for the LICENSED COUNTRY which D&PL owns or
     has a right  under a license  from a third  party to  commercialize  in the
     LICENSED COUNTRY.  "Introgression" of a gene into a variety for purposes of
     this  Agreement  means the  introduction  of a gene or genetic  sequence by
     BACKCROSSING or other  conventional  breeding methods into cotton plants of
     the  target  variety  so that such gene or  genetic  sequence  expresses  a
     designated protein in viable cotton plants.

     The term "GENE INTROGRESSION SCHEDULE - Part 1" means that part of the GENE
INTROGRESSION  SCHEDULE  that  represents  the crossing and selfing  generations
carried out during the BACKCROSS breeding program.  "GENE INTROGRESSION SCHEDULE
- Part 2" means that part of the GENE INTROGRESSION SCHEDULE that represents the
schedule for breeder,  foundation,  and production seed increases as well as for
agronomic,  gene equivalency,  and variety  registration trials and evaluations.
The schedule for a given gene or  combination  of genes shall start on the first
day of May that  follows the date when the  applicable  gene or  combination  of
genes (in the form of a transgenic  event) is made available to D&PL embodied in
not less than 12 viable  cotton seeds or in viable pollen of cotton plants in an
amount  equivalent  to not less than the  pollen of 100  flowers  and  tested to
contain the  applicable  gene or  combination  of genes by  MONSANTO  and not to
contain  unwanted or unintended  transgenic  events,  provided that such gene or
combination  of genes has been made available to D&PL on or before the first day
of the month of March immediately  preceding such first day of May. D&PL will be
notified in writing when future genes are available.

     D&PL will begin the GENE INTROGRESSION  SCHEDULE for the subject SUBSEQUENT
LEPIDOPTERAN-ACTIVE  GENE and any applicable ROUNDUP READY(R) GENE for varieties
that D&PL projects will represent 50% of D&PL's sales in the LICENSED COUNTRY in
Year 5 of GENE INTROGRESSION  SCHEDULE - Part 2. Each generation of seed will be
tested and  commercially  reasonable  efforts will be used to protect  purity of
material  during the GENE  INTROGRESSION  SCHEDULE - Part 1. Each  generation of
seed produced during the GENE INTROGRESSION SCHEDULE - Part 2 will meet the SEED
PURITY STANDARD and the Quality Specifications where applicable.

     (1) GENE INTROGRESSION SCHEDULE BG II:

     Unless modified as provided for herein, the GENE INTROGRESSION SCHEDULE for
the first SUBSEQUENT  LEPIDOPTERAN-ACTIVE  GENE designated as the combination of
Event 531 and Event 15985 shall consist of the following actions by D&PL:

                      GENE INTROGRESSION SCHEDULE - Part 1

          Year 1
          May 1, 1999 - beginning of GENE INTROGRESSION SCHEDULE

          April 30, 2000 - BC2F1 seed for transformed versions of varieties that
          D&PL projects will  represent not less than 50% of D&PL's sales in the
          LICENSED COUNTRY in Year 5 of GENE INTROGRESSION  SCHEDULE - Part 2 is
          harvested.

          Year 2
          April 30, 2001 - BC2F3 seed for progeny rows for transformed  versions
          of varieties  that D&PL  projected in Year 1 would  represent not less
          than 50% of D&PL's  sales in the  LICENSED  COUNTRY  in Year 5 of GENE
          INTROGRESSION SCHEDULE - Part 2 is harvested.

                      GENE INTROGRESSION SCHEDULE - Part 2

         Year 3
         April 30, 2002 - Breeder  seed  increase  for  transformed  versions of
         varieties that D&PL  projected in Year 1 would  represent not less than
         50% of  D&PL's  sales  in  the  LICENSED  COUNTRY  in  Year  5 of  GENE
         INTROGRESSION SCHEDULE - Part 2 is harvested.

         Year 4
         April 30, 2003 - Foundation seed increase for  transformed  versions of
         varieties that D&PL  projected in Year 1 would  represent not less than
         50% of  D&PL's  sales  in  the  LICENSED  COUNTRY  in  Year  5 of  GENE
         INTROGRESSION SCHEDULE - Part 2 is harvested.

         Year 5
         April 30, 2004 -  Production  seed of  varieties  transformed  with the
         subject  gene  combination  in  a  quantity  that  D&PL  projects  will
         represent not less than 10% of D&PL's sales in the LICENSED  COUNTRY of
         LICENSED COMMERCIAL SEED containing a LEPIDOPTERAN-ACTIVE  GENE in Year
         6 of GENE INTROGRESSION SCHEDULE - Part 2 is harvested.

         Year 6
         May 1,  2004-April  30, 2005 - Seed of varieties  transformed  with the
         subject gene  combination in a quantity  sufficient to satisfy not less
         than 10% of D&PL's  previous  year's sales of LICENSED  COMMERCIAL SEED
         containing  a  LEPIDOPTERAN-ACTIVE  GENE  in the  LICENSED  COUNTRY  is
         available to supply the market in the LICENSED COUNTRY.

     (2) GENE INTROGRESSION SCHEDULE BG II/RR:

     Unless modified as provided for herein, the GENE INTROGRESSION SCHEDULE for
the  combination of above described first  SUBSEQUENT  LEPIDOPTERAN-ACTIVE  GENE
with the first ROUNDUP  READY(R) GENE  designated as Event 1445 shall consist of
the following actions by D&PL:

                      GENE INTROGRESSION SCHEDULE - Part 1

         Year 1
         May 1, 2000 - beginning of GENE INTROGRESSION SCHEDULE

         April 30, 2001 - BC2F1 seed for transformed  versions of varieties that
         D&PL projects  will  represent not less than 50% of D&PL's sales in the
         LICENSED COUNTRY in Year 5 of GENE  INTROGRESSION  SCHEDULE - Part 2 is
         harvested.

         Year 2
         April 30, 2002 - BC2F3 seed for progeny rows for  transformed  versions
         of varieties  that D&PL  projected in Year 1 would  represent  not less
         than 50% of  D&PL's  sales in the  LICENSED  COUNTRY  in Year 5 of GENE
         INTROGRESSION SCHEDULE - Part 2 is harvested.

                      GENE INTROGRESSION SCHEDULE - Part 2

         Year 3
         April 30, 2003 - Breeder  seed  increase  for  transformed  versions of
         varieties that D&PL  projected in Year 1 would  represent not less than
         50% of  D&PL's  sales  in  the  LICENSED  COUNTRY  in  Year  5 of  GENE
         INTROGRESSION SCHEDULE - Part 2 is harvested.

         Year 4
         April 30, 2004 - Foundation seed increase for  transformed  versions of
         varieties that D&PL  projected in Year 1 would  represent not less than
         50% of  D&PL's  sales  in  the  LICENSED  COUNTRY  in  Year  5 of  GENE
         INTROGRESSION SCHEDULE - Part 2 is harvested.

         Year 5
         April 30, 2005 -  Production  seed of  varieties  transformed  with the
         subject  gene  combination  in  a  quantity  that  D&PL  projects  will
         represent not less than 10% of D&PL's sales in the LICENSED  COUNTRY of
         LICENSED    COMMERCIAL    SEED    containing   a   combination   of   a
         LEPIDOPTERAN-ACTIVE  GENE and a ROUNDUP READY(R) GENE in Year 6 of GENE
         INTROGRESSION SCHEDULE - Part 2 is harvested.

         Year 6
         May 1,  2005-April  30, 2006 - Seed of varieties  transformed  with the
         subject gene  combination in a quantity  sufficient to satisfy not less
         than 10% of D&PL's  previous  year's sales of LICENSED  COMMERCIAL SEED
         containing a combination  of a  LEPIDOPTERAN-ACTIVE  GENE and a ROUNDUP
         READY(R) GENE in the LICENSED COUNTRY is available to supply the market
         in the LICENSED COUNTRY.

         The  foregoing   notwithstanding,   the   introgression  of  the  first
         SUBSEQUENT LEPIDOPTERAN-ACTIVE GENE and the first ROUNDUP READY(R) GENE
         into  varieties  the  RECURRENT  PARENTS  of which are  NuCOTN  33B and
         SUREGROW  125,  respectively,  shall follow the time sequence set forth
         above in GENE INTROGRESSION SCHEDULE BG II.

     D&PL will  determine  which  generation  of  BACKCROSS  selfed  generations
(BC2F3,  BC3F3 and/or BC4F3) will be planted in the field as progeny rows and be
continued in the GENE  INTROGRESSION  SCHEDULE - Part 2. This  decision  will be
based on genetics of donor parent and general agronomic acceptability of current
generation of plants. Before each planting season on GENE INTROGRESSION SCHEDULE
- Part 2, D&PL and MONSANTO  will discuss and  determine by mutual  agreement if
the GENE INTROGRESSION SCHEDULE - Part 2 will be delayed or discontinued for the
particular  LEPIDOPTERAN-ACTIVE GENE and/or ROUNDUP READY(R) GENE. This decision
will be based on current knowledge of regulatory, patent, and other intellectual
property issues, agronomic and commercial issues.

     D&PL shall  provide  MONSANTO  with annual  reports on its progress on each
applicable GENE INTROGRESSION  SCHEDULE on or before May 31 of each FISCAL YEAR.
MONSANTO shall have the right to audit D&PL's  records,  books and processes for
compliance with this schedule.

     D&PL shall be excused from the activities  described in GENE  INTROGRESSION
SCHEDULE - Part 2 for a combination of genes including any ROUNDUP READY(R) GENE
unless  MONSANTO  has  granted  D&PL a license  in  accordance  with the  OPTION
AGREEMENT to use, produce,  and sell COTTON PLANTING SEED containing the subject
ROUNDUP  READY(R) GENE in the LICENSED COUNTRY prior to the commencement of GENE
INTROGRESSION SCHEDULE - Part 2.

     The applicable  GENE  INTROGRESSION  SCHEDULE shall be amended from time to
time to take into consideration the projected schedule for GOVERNMENTAL APPROVAL
of the subject SUBSEQUENT  LEPIDOPTERAN-ACTIVE  GENE or ROUNDUP READY(R) GENE in
the  LICENSED  COUNTRY.  MONSANTO  shall  provide  D&PL with  annual  reports by
February 1 of each FISCAL YEAR on the progress of GOVERNMENTAL APPROVAL for each
such gene or gene combination in a GENE  INTROGRESSION  SCHEDULE.  D&PL shall be
excused from the activities described in the GENE INTROGRESSION  SCHEDULE - Part
2 for any such gene or gene combination  until MONSANTO  provides written notice
that,  in  its  commercially  reasonable  judgment,   LICENSED  COMMERCIAL  SEED
containing such gene or gene combination will receive GOVERNMENTAL  APPROVAL for
sale in Year 5 of the GENE INTROGRESSION SCHEDULE - Part 2.

     D&PL  shall  be  excused  from  the   activities   described  in  the  GENE
INTROGRESSION SCHEDULE for so long as D&PL's performance is prevented or delayed
by events of force  majeure as  provided  in Section 9 or when D&PL is unable to
secure a reasonable  opinion of invalidity or  noninfringement  of  intellectual
property  rights held by third  parties  not  included  in the  LICENSED  PATENT
RIGHTS. D&PL may request that MONSANTO shall make relevant information available
to D&PL's patent counsel on a confidential basis for the purpose of rendering an
opinion on this subject.

     An appropriate GENE INTROGRESSION  SCHEDULE will be set by mutual agreement
of MONSANTO  and D&PL when each new gene or gene  combination  is  delivered  to
D&PL, provided that the GENE INTROGRESSION  SCHEDULE for any future gene or gene
combination will be patterned after the schedule set forth above.

     Anything in this  Agreement to the contrary  notwithstanding,  in any given
year,  D&PL shall not be  required to be in  compliance  with more than ten (10)
GENE INTROGRESSION  SCHEDULES in the GENE  INTROGRESSION  SCHEDULE -Part 1, more
than  five  (5)  GENE  INTROGRESSION  SCHEDULES  in  years  3 and 4 of the  GENE
INTROGRESSION  SCHEDULE-  Part 2, or more  than  three  (3)  GENE  INTROGRESSION
SCHEDULES in year 5 and 6 of the GENE INTROGRESSION  SCHEDULE - Part 2. MONSANTO
and D&PL shall mutually agree on which genes or  combinations  of genes shall be
designated  for  advancement  consistent  with  these  limits  on number of GENE
INTROGRESSION SCHEDULES.

     It is  stipulated  that as of the  EFFECTIVE  DATE,  D&PL is  deemed  to be
current in its  obligations  under the respective GENE  INTROGRESSION  SCHEDULES
with respect to the above described first  SUBSEQUENT  LEPIDOPTERAN-ACTIVE  GENE
and the  combination of the first  SUBSEQUENT  LEPIDOPTERAN-ACTIVE  GENE and the
first ROUND-UP READY(R) GENE.

          2.1.27 The term  "GOVERNMENTAL  APPROVAL" with respect to the LICENSED
     COUNTRY with respect to a  particular  LEPIDOPTERAN-ACTIVE  GENE means that
     any  required  official  clearances  or  written  approvals,  if  any,  for
     COMMERCIAL  SALE of seed to produce  genetically-transformed  cotton plants
     containing  that  LEPIDOPTERAN-ACTIVE  GENE have been  obtained by MONSANTO
     from all  governmental  agencies in the LICENSED  COUNTRY which, as of that
     date,  have  authority  to regulate the  production,  use, and sale of such
     plants or seed produced therefrom.  Provided,  however, that this shall not
     require  MONSANTO to obtain  approval  from any agency with  respect to the
     issuance of seed certificates or phytosanitary certificates or certificates
     of plant variety  protection under any plant variety  protection act, which
     approvals,  when appropriate or required,  shall be the  responsibility  of
     D&PL.

          2.1.28  The  term  "IMPROVEMENT"  means  any  invention  or  discovery
     embodied in the LICENSED  COMMERCIAL SEED or its use, which is made by D&PL
     or its sublicensees in the course of its activities under this Agreement in
     the  LICENSED  COUNTRY,  which  invention  or discovery is made as a direct
     result of D&PL's use of MONSANTO TECHNOLOGY which is not part of the public
     domain or has been obtained by D&PL from a third party having no obligation
     of  confidentiality  to MONSANTO  or which,  but for the  LICENSES  granted
     herein,  would infringe a MONSANTO  PATENT RIGHT.  "IMPROVEMENT"  shall not
     include any invention or discovery  related to the breeding or selection of
     specific DELTAPINE LEPIDOPTERAN-ACTIVE CULTIVARS.

          2.1.29  The  term  "LEPIDOPTERAN-ACTIVE  GENE"  means  a DNA  molecule
     received from MONSANTO,  or a replicate thereof,  encoding a toxin (whether
     or not a B.t. TOXIN) that provides LEPIDOPTERAN RESISTANCE.

          2.1.30 The term "LEPIDOPTERAN  INSECTS" means any insects of the Order
     Lepidoptera  which have an  economic  impact in the  production  of cotton,
     including,  but not limited to, cotton boll worms,  tobacco  budworms,  and
     pink boll worms.

          2.1.31 The term "LEPIDOPTERAN RESISTANCE" means the property of cotton
     plants to be toxic to  LEPIDOPTERAN  INSECTS due to the  presence of one or
     more heterologous gene sequences (whether or not encoding a B.t. TOXIN).

          2.1.32 The term "LICENSE" or "LICENSES"  means the license(s)  granted
     to D&PL under Section 3.

          2.1.33 The term "LICENSED  COMMERCIAL SEED" means COTTON PLANTING SEED
     which incorporates a LEPIDOPTERAN-ACTIVE  GENE and/or is produced by use of
     MONSANTO TECHNOLOGY.

          2.1.34 The term "LICENSED COUNTRY" means the Republic of Mexico.

          2.1.35 The term "LICENSED  GROWER(S)"  means any entity which has been
     licensed by MONSANTO under LICENSED  PATENT RIGHTS,  or sublicensed by D&PL
     (when D&PL is permitted to do so under Section 3.11) to produce,  and/or to
     use MONSANTO TECHNOLOGY in the production of, a commercial cotton crop.

          2.1.36 The term "LICENSED  PATENT RIGHTS" means MONSANTO PATENT RIGHTS
     and patent  rights of others  acquired or  licensed  by MONSANTO  (with the
     right to  sublicense)  during  the  term of this  Agreement  under  which a
     license is required for D&PL's performance hereunder.  Each patent included
     within the LICENSED PATENT RIGHTS is listed on Appendix 1, which Appendix 1
     shall be amended by written notice from MONSANTO to D&PL whenever  MONSANTO
     acquires any such  additional  LICENSED  PATENT RIGHTS or the LICENSES take
     effect for a  SUBSEQUENT  LEPIDOPTERAN-ACTIVE  GENE as  provided in Section
     3.14.  MONSANTO shall periodically  notify D&PL of the patent numbers to be
     included in the notice provided in Section 3.5(b).

          2.1.37 The term  "MARKET"  means one of two groups of growing  regions
     within the LICENSED  COUNTRY.  Unless otherwise  mutually agreed in writing
     between  MONSANTO  and D&PL,  the  MARKETS in the  LICENSED  COUNTRY  shall
     consist of the following groups:

          Group1: (1) the States of Sinaloa and Sonora;  (2) the  northern  area
               of the  State of Baja  California  and the  northern  area of the
               State of  Tamaulipas;  (3) the  States  of  Chihuahua,  Coahuila,
               Durango, and the southern area of the State of Baja California;

          Group2:  (4) the  States  of San  Luis  Potosi  and  Veracruz  and the
               southern of area of the State of  Tamaulipas;  and (5) the States
               of Chiapas,  Campeche,  Michoacan, and all other states and areas
               not included in areas described in Items (1) through (4).

          2.1.38  The  term  "MARKETING  SERVICES  FEES"  means  fees  or  other
     compensation  paid to retailers  and/or  distributors for their services in
     granting  licenses or  sublicenses  to use MONSANTO  TECHNOLOGY to LICENSED
     GROWERS and/or collect license fees from LICENSED GROWERS. Unless otherwise
     mutually agreed to by MONSANTO and D&PL,  MARKETING SERVICES FEES shall not
     exceed sixteen  percent (16%) of the gross license fees for use of MONSANTO
     TECHNOLOGY collected from LICENSED GROWERS.

          2.1.39  The  term  "MONSANTO"  means  Monsanto   Company,   a  company
     incorporated  in the State of  Delaware,  having a place of business at 800
     North Lindbergh Boulevard, St. Louis, Missouri, 63167.

          2.1.40 The term "MONSANTO PATENT RIGHTS" means any applicable  ex-U.S.
     patents  and patent  applications  which are owned by MONSANTO or for which
     MONSANTO  has the right to license to D&PL,  and any  applicable  U.S.  and
     ex-U.S.  patents  owned by or for which  MONSANTO  has the right to license
     D&PL,  a license to which is required  to permit  D&PL to produce  LICENSED
     COMMERCIAL  SEED for export  and sale into the  LICENSED  COUNTRY,  and any
     patents  granted  or  issued  pursuant  to  any of the  foregoing  and  any
     extensions,  continuations,  continuations-in-part,  reissues or  divisions
     thereof.

          2.1.41 The term "MONSANTO  ROYALTY  PERCENTAGE"  means seventy percent
     (70%);  however,  it shall be  seventy-five  percent  (75%) for each FISCAL
     YEAR,  except as excused or otherwise  provided in Section  2.1.26 or other
     provisions of this  Agreement,  in which D&PL fails to meet the  applicable
     requirements for any GENE INTROGRESSION  SCHEDULE in effect for that FISCAL
     YEAR and has not cured such failure  within six (6) months after the end of
     that FISCAL YEAR. The MONSANTO  ROYALTY  PERCENTAGE in a particular  FISCAL
     YEAR may also be increased under the provisions of Sections 4.3(c) and 4.5.

          2.1.42  The  term  "MONSANTO  TECHNOLOGY"  means  information,   data,
     know-how,  and technology to which MONSANTO has rights, that has to do with
     the use of a LEPIDOPTERAN-ACTIVE  GENE in cotton including, but not limited
     to,  information  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  and
     registration  approvals.  MONSANTO TECHNOLOGY shall not include information
     or technology that has become part of the public domain through no fault of
     D&PL.

          2.1.43 The term "NET  LICENSE  FEES"  means the  aggregate  of (i) the
     aggregate fees received by MONSANTO  and/or by D&PL (when D&PL is permitted
     to sublicense  LICENSED  GROWERS under Subsection 3.11) for use of MONSANTO
     TECHNOLOGY and LICENSED  PATENT RIGHTS from LICENSED  GROWERS who purchased
     varieties of  DELTAPINE  LEPIDOPTERAN-ACTIVE  CULTIVARS,  less any rebates,
     refunds,  taxes (other than income taxes) and MARKETING  SERVICES FEES; and
     (ii) interest, if any, received from LICENSED GROWERS for financing of such
     fees by either party.

          2.1.44 The term "NON-LEPIDOPTERAN-RESISTANT  COTTON SEED" means COTTON
     PLANTING SEED which has not been genetically engineered to cause resistance
     to LEPIDOPTERAN INSECTS.

          2.1.45 The term "OPTION  AGREEMENT" means the Option Agreement between
     MONSANTO  and D&PL dated  February  2, 1996,  and amended as of December 8,
     1999, as the same may be further amended in accordance with its terms.

          2.1.46  The  term   "PARTNERSHIP   AGREEMENT"  means  the  Partnership
     Agreement between D&PL and MONSANTO dated February 2, 1996, as the same may
     be amended in accordance with its terms.

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

          2.1.48  The  term  "RECURRENT   PARENT"  means  the  parent  to  which
     successive BACKCROSSES are made in BACKCROSS breeding.

          2.1.49  The  term  "ROUNDUP  READY(R)  GENE"  means  a  DNA  molecule,
     including  regulatory  sequences,   or  a  replicate  thereof  supplied  by
     MONSANTO, which when inserted into cotton results in increased tolerance to
     GLYPHOSATE.

          2.1.50 The term "ROYALTY" means the compensation to be paid by D&PL to
     MONSANTO in consideration for the LICENSES equal to the applicable MONSANTO
     ROYALTY PERCENTAGE times the ROYALTY BASE.

          2.1.51 The term  "ROYALTY  BASE"  means,  for each  FISCAL  YEAR,  the
     aggregate  of the (1) NET LICENSE  FEES  collected by D&PL (if D&PL is then
     permitted  to do so under  Section  3.11) for UNITS of LICENSED  COMMERCIAL
     SEED of all  DELTAPINE  LEPIDOPTERAN-ACTIVE  CULTIVAR(S)  sold by (and  not
     returned  to) D&PL and (2) the  aggregate  revenue  earned by D&PL (a) from
     that portion,  if any, of the average unit gross margin PERCENTAGE on sales
     in  the  LICENSED   COUNTRY  of  LICENSED   COMMERCIAL  SEED  of  DELTAPINE
     LEPIDOPTERAN-ACTIVE CULTIVARS in excess of fifty-five percent (55%) and (b)
     from that portion,  if any, of the AVERAGE UNIT GROSS MARGIN  PERCENTAGE on
     sales in the  LICENSED  COUNTRY of LICENSED  COMMERCIAL  SEED of  DELTAPINE
     LEPIDOPTERAN-ACTIVE  CULTIVARS which is not in excess of fifty-five percent
     (55%) but which is in excess of the average unit gross margin PERCENTAGE on
     D&PL'S sales in the LICENSED COUNTRY of  NON-LEPIDOPTERAN  RESISTANT COTTON
     SEED  calculated  separately for each CLASS of COTTON PLANTING SEED sold by
     D&PL in each MARKET in the LICENSED COUNTRY in such FISCAL YEAR.

          2.1.52 The term "SEED PURITY  STANDARD" means that, as measured by the
     sampling procedures of Appendix 4 and the testing procedures of Appendix 3,
     the subject COTTON PLANTING SEED is
               (a) at least 98% pure as to each  intended  LEPIDOPTERAN-  ACTIVE
          GENE(S) and ROUNDUP READY(R) GENE, if stacked with it; and
               (b)  no  more   than  a   total   of  1%  of   other   unintended
          genetically-modified  traits;  and such other standards and thresholds
          (i) as is required by applicable  laws and regulations for its sale as
          COTTON  PLANTING SEED in the LICENSED  COUNTRY,  including those which
          regulate  unapproved  transgenes,  or  (ii)  as may  be set by  mutual
          written  agreement  between  MONSANTO  and D&PL at  least  one year in
          advance of the first FISCAL YEAR in which such additional standards or
          thresholds will be applicable.

          2.1.53  The term  "SUBSEQUENT  LEPIDOPTERAN-ACTIVE  GENE"  means  each
     LEPIDOPTERAN-ACTIVE  GENE, other than the FIRST  LEPIDOPTERAN-ACTIVE  GENE,
     authorized by MONSANTO for COMMERCIAL  DEVELOPMENT in the LICENSED COUNTRY.
     It is understood that a SUBSEQUENT  LEPIDOPTERAN-ACTIVE GENE may be sold in
     combination with the FIRST LEPIDOPTERAN-ACTIVE GENE and such is intended at
     the EFFECTIVE DATE.

          2.1.54 The term  "TECHNOLOGY"  means MONSANTO  TECHNOLOGY  and/or D&PL
     TECHNOLOGY as appropriate.

          2.1.55  The  term  "TECHNOLOGY  FEE"  means  the fee  set by  MONSANTO
     annually  according  to Section 6.4 to be charged by D&PL to its  customers
     for the MONSANTO TECHNOLOGY in the LICENSED COMMERCIAL SEED. The TECHNOLOGY
     FEE shall be on a UNIT or acreage  basis and may vary  within the  LICENSED
     COUNTRY for different MARKETS.

          2.1.56 The term "UNIT"  means a quantity of delinted  COTTON  PLANTING
     SEED weighing  twenty-five  (25) kilograms or such other package size(s) as
     D&PL  may  use  in  the  LICENSED  COUNTRY.  Provided,  however,  that  all
     calculations  involving  UNITS  shall be made in terms of the  quantity  of
     COTTON PLANTING SEED contained in the packages relevant to the calculation.
     Provided  further,  that  in  all  calculations   requiring  quantities  of
     non-delinted  cotton  seed to be  converted  to  UNITS of  delinted  COTTON
     PLANTING  SEED,  such  conversion  shall  be made on the  basis  of  D&PL'S
     experience for conversion of  non-delinted  cotton seed to delinted  COTTON
     PLANTING SEED averaged for the immediately preceding three (3) years.

          2.1.57  The  term  "WHOLESALE  PRICE"  with  respect  to a  particular
     "NON-LEPIDOPTERAN  RESISTANT  COTTON SEED" or a "LICENSED  COMMERCIAL SEED"
     means the average price invoiced to  distributors  for the applicable  seed
     for reselling to growers,  less sales  returns,  allowances,  discounts and
     incentive  payments.  In the event a discount  or  incentive  for  LICENSED
     COMMERCIAL  SEED  is  contingent  on  sales  of  the   conventional   CLASS
     (characterized by the absence of trait(s)  introduced using  biotechnology)
     of COTTON  PLANTING SEED,  such discount or incentive  shall be apportioned
     among the particular  LICENSED  COMMERCIAL SEED and the conventional  CLASS
     based on the ratio  between  the average  distributor  price of each of the
     conventional CLASS and the LICENSED COMMERCIAL SEED to the aggregate of the
     average  distributor  price  of the  conventional  CLASS  and the  LICENSED
     COMMERCIAL  SEED in order to calculate the WHOLESALE  PRICE of the LICENSED
     COMMERCIAL SEED and the conventional CLASS.

                              SECTION 3 -- LICENSES

     3.1 LIMITED LICENSE TO PRODUCE AND SELL LICENSED  COMMERCIAL SEED: MONSANTO
hereby grants to D&PL, and D&PL hereby accepts,  on and subject to the terms and
conditions  of this  Agreement,  an exclusive  right and license in the LICENSED
COUNTRY  under  LICENSED  PATENT  RIGHTS and  MONSANTO  TECHNOLOGY,  to develop,
produce,  have produced,  and sell LICENSED COMMERCIAL SEED containing the FIRST
LEPIDOPTERAN-ACTIVE GENE to LICENSED GROWERS in the LICENSED COUNTRY.

     3.2 LICENSE TO MULTIPLY  LICENSED  COMMERCIAL  SEED:  The rights granted to
D&PL include the  exclusive  right and license to multiply  LICENSED  COMMERCIAL
SEED (for subsequent sale to LICENSED  GROWERS)  directly or through third party
contract  growers  selected  by D&PL in the  LICENSED  COUNTRY  or in the United
States or, after notice to and approval by MONSANTO  (which approval will not be
unreasonably  delayed or denied),  in any other  country  outside  the  LICENSED
COUNTRY  where D&PL has obtained all  necessary  GOVERNMENTAL  APPROVAL;  and to
carry out all other activities reasonably necessary for the production,  and for
the sale, in the LICENSED COUNTRY, of LICENSED COMMERCIAL SEED.

     3.3 RIGHT TO  SUBLICENSE:  D&PL may upon written  notice to MONSANTO  grant
sublicense under the rights granted herein to a D&PL FOREIGN AFFILIATE. D&PL may
not grant any  other  sublicenses  under the  rights  granted  herein  except as
expressly permitted under other provisions of this Agreement.

     3.4 PROHIBITION AGAINST  MODIFICATION OF GENETIC MATERIALS:  D&PL shall not
modify any  LEPIDOPTERAN-ACTIVE  GENE nor modify or use any isolated  regulatory
control  sequences  contained in a  LEPIDOPTERAN-ACTIVE  GENE that is physically
isolated  from a seed,  plant  or cell  culture  that has  been  transferred  by
MONSANTO  to D&PL,  or  progeny  of such seed,  plant or cell  culture,  for any
purpose without the prior written consent of MONSANTO;  provided,  however, that
(a) the  prohibitions of this subsection  shall not apply to modification or use
in the LICENSED COUNTRY of such isolated  regulatory  control sequences isolated
from a seed,  plant or cell culture that has become part of the public domain in
the LICENSED  COUNTRY through no fault of D&PL or which D&PL has received from a
third party having no obligation of confidentiality to MONSANTO, and (b) nothing
in this subsection provides D&PL with a license under any patent rights owned or
controlled  by  MONSANTO  except  to  the  extent  otherwise  provided  in  this
Agreement. As used in this subsection, a material shall be deemed to have become
part of the public domain if a member of the public in the LICENSED  COUNTRY can
lawfully sell or transfer the material without restriction and without breaching
a contractual obligation to MONSANTO.

     3.5  CONDITIONS  ON  LICENSES:  In  partial  consideration  for  the  above
LICENSES:
          (a)  D&PL  may  insert  into a line  of  LICENSED  COMMERCIAL  SEED of
     DELTAPINE  LEPIDOPTERAN-ACTIVE  CULTIVARS  any  heterologous  gene  or gene
     construct not licensed to D&PL by MONSANTO expressing a trait not naturally
     occurring in cotton (a  "NON-MONSANTO  COTTON GENE")  provided  that,  with
     respect  to any  LICENSED  COMMERCIAL  SEED  sold by  D&PL in the  LICENSED
     COUNTRY which contains any  NON-MONSANTO  COTTON GENE ("STACKED GENE COTTON
     SEED"):

          (1)  D&PL shall not sell in the  LICENSED  COUNTRY  any  STACKED  GENE
               COTTON SEED unless D&PL has sold COTTON  PLANTING SEED containing
               the  same  NON-MONSANTO  COTTON  GENE  in the  United  States  of
               America,  pursuant to the BOLLGARD(R) GENE LICENSE,  for not less
               than two (2) crop years  preceding  the year of first  COMMERCIAL
               SALE in the LICENSED COUNTRY;

          (2)  The STACKED GENE COTTON SEED must meet all  standards for sale in
               the LICENSED COUNTRY as LICENSED  COMMERCIAL SEED except that the
               traits imparted by the designated  NON-MONSANTO COTTON GENE shall
               not be considered  "unintended  genetically-modified  traits" for
               purposes of Subsection 2.1.52(b);

          (3)  D&PL shall,  at its sole  expense,  obtain all required  official
               clearances or written  approvals,  if any, for COMMERCIAL SALE of
               seed   containing   the   NON-MONSANTO   COTTON   GENE  from  all
               governmental  agencies in the LICENSED  COUNTRY which, as of that
               date, have authority to regulate the production, use, and sale of
               such seed in the LICENSED COUNTRY. D&PL may request that MONSANTO
               provide  assistance,  to obtain such approvals,  and, if MONSANTO
               provides such assistance at D&PL's request.  D&PL shall reimburse
               MONSANTO  its  reasonable  expenses  incurred in  providing  such
               requested assistance;

          (4)  MONSANTO  shall  have the  right  by  written  notice  to D&PL to
               prohibit  the  display  of  the  BOLLGARD(R)  GENE  TRADEMARK  on
               packages  containing STACKED GENE COTTON SEED,  provided that, in
               the event such notice is given,  Section 3.6(a)  notwithstanding,
               D&PL may sell such  STACKED  GENE  COTTON SEED in  packaging  not
               displaying the BOLLGARD(R) GENE TRADEMARK.

          (5)  Notwithstanding  the  provisions of Subsection  13.1,  D&PL shall
               defend and indemnify against and hold MONSANTO and its Affiliates
               and their respective employees,  directors,  officers, and agents
               harmless from any loss, cost,  liability,  or expense  (including
               court  costs  and   reasonable   fees  of  attorneys   and  other
               professionals)  incurred  from any  claim by cotton  farmers  who
               purchased  LICENSED  COMMERCIAL SEED and of distributors  against
               whom such farmers may make claims arising or alleged to arise out
               of the  performance  of such  STACKED  GENE COTTON SEED or plants
               grown from  STACKED  GENE COTTON  SEED,  unless  such  failure of
               performance  is  proximately  caused  solely by the presence of a
               gene  received  from  MONSANTO in such  STACKED GENE COTTON SEED,
               provided  that,  on the issue of  causation,  D&PL shall bear the
               burden of proof and provided that costs of claims  covered by the
               immediately  preceding clause (i.e., claims where D&PL meets such
               burden of proof) shall be prorated  between  MONSANTO and D&PL so
               that MONSANTO'S  respective percentage share of the costs of such
               claims shall be based on MONSANTO'S  respective  percentage share
               of the total of the net license  revenues  and seed  premiums (in
               instances  where no technology  license fees are charged for such
               NON-MONSANTO   COTTON   GENE)   derived   from  the  presence  of
               genetically-engineered  technology  in the subject  STACKED  GENE
               COTTON SEED.

          (6)  In any  FISCAL  YEAR D&PL is making  COMMERCIAL  SALES of STACKED
               GENE  COTTON  SEED  in  the  LICENSED  COUNTRY,  in  addition  to
               complying  with the  provisions  of Section 4.5,  D&PL shall have
               available  for sale in the LICENSED  COUNTRY  quantities  of each
               CLASS  of  LICENSED  COMMERCIAL  SEED  containing  only  MONSANTO
               TECHNOLOGY  (and no  NON-MONSANTO  COTTON  GENES)  which equal or
               exceed  the  quantities  of  the  same  CLASS  of  such  LICENSED
               COMMERCIAL  SEED sold by D&PL (net of  returns)  in the  LICENSED
               COUNTRY in the immediately preceding FISCAL YEAR.

          (7)  Any  fees  or  other   compensation   paid  to  retailers  and/or
               distributors   for  their   service  in   granting   licenses  or
               sublicenses to growers relating to technology embodied in STACKED
               GENE COTTON SEED and/or to collect  license  fees from growers of
               STACKED  GENE  COTTON  SEED,  not   specifically   related  to  a
               particular  technology,  shall be apportioned  based on the ratio
               between  (i) the  aggregate  of  royalties  received  by MONSANTO
               and/or  D&PL  (when  D&PL is  permitted  to  sublicense  LICENSED
               GROWERS under Subsection 3.11) for use of MONSANTO TECHNOLOGY and
               LICENSED  PATENT  RIGHTS  from  LICENSED  GROWERS  and  (ii)  the
               aggregate  net license  revenues and seed premiums or other value
               received by the subject  technology  provider (in instances where
               no  technology  license  fees are charged  for such  NON-MONSANTO
               COTTON GENE) derived from the presence of  genetically-engineered
               technology  in the  subject  STACKED  GENE COTTON SEED other than
               MONSANTO  TECHNOLOGY,   provided,  however,  in  no  event  shall
               MONSANTO  be  required to pay or bear any amount of fees or other
               compensation to retailers  and/or  distributors for such services
               in excess of that  which  MONSANTO  would  have paid or borne for
               such services  under this  Agreement if the subject  STACKED GENE
               COTTON SEED had been seed  containing  only  LEPIDOPTERAN  ACTIVE
               GENE or other technology provided by MONSANTO. D&PL and any third
               party   technology   provider   will   provide  to  MONSANTO  all
               information  reasonably  necessary to determine  compliance  with
               this  Subsection  3.5(a)(7) and D&PL shall refund to MONSANTO any
               fees or other  compensation  paid by MONSANTO to retailers and/or
               distributors which is in excess of the amount it should have paid
               under  the above  provisions  no later  than one month  following
               notice from MONSANTO of a discrepancy or error.

          (8)  Any costs for acquiring and preparing seed of STACKED GENE COTTON
               SEED which are  additive  to the costs  required  to acquire  and
               prepare  LICENSED   COMMERCIAL  SEED  that  does  not  contain  a
               NON-MONSANTO COTTON GENE shall be excluded from the COST OF GOODS
               SOLD with respect to STACKED GENE COTTON SEED.

          (9)  Prior to D&PL's sale in the  LICENSED  COUNTRY of any  particular
               STACKED GENE COTTON SEED,  D&PL and any third party provider of a
               NON-MONSANTO  COTTON GENE in the  STACKED  GENE COTTON SEED which
               D&PL proposes to sell shall meet with MONSANTO to address  issues
               involving  governmental   regulations,   public  acceptance,   or
               stewardship  in  the  LICENSED  COUNTRY  of  genetic   technology
               embodied in that STACKED  GENE COTTON SEED.  In cases where there
               are bona  fide  disputes  concerning  the sale or the  terms  and
               conditions  of sale of a  particular  STACKED GENE COTTON SEED in
               the LICENSED COUNTRY involving governmental  regulations,  public
               acceptance,  or  stewardship  in the LICENSED  COUNTRY of genetic
               technology  embodied in that STACKED GENE COTTON SEED, D&PL shall
               not sell such STACKED  GENE COTTON SEED in the  LICENSED  COUNTRY
               until MONSANTO,  in its  commercially  reasonable  judgment,  has
               agreed  to  such  sale,  such  agreement  not to be  unreasonably
               withheld or delayed.

          (10) Any disputes between the parties concerning  compliance with this
               Section 3.5(a) shall be settled according to Section 10.11 of the
               OPTION AGREEMENT and arbitration, if needed, shall be private and
               confidential.

          (b)  D&PL  shall,  where  applicable,  conspicuously  display  on  all
     packages  containing  LICENSED  COMMERCIAL  SEED covered by LICENSED PATENT
     RIGHTS, and in all invoices relating to such LICENSED COMMERCIAL SEED to be
     sold or  transferred to third parties,  the following  notice,  or a notice
     having the same meaning and effect, with the blanks appropriately filled in
     using the designations for LICENSED PATENT RIGHTS:

          THESE  SEEDS  ARE  COVERED  UNDER  PATENT(S)  OR  PATENT  APPLICATIONS
          ______________.  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
          ALSO BE OBTAINED FROM MONSANTO COMMERCIAL SA DE CV.

     3.6 GENE TRADEMARK:

          (a) D&PL shall  conspicuously  display the BOLLGARD(R)  GENE TRADEMARK
     and  accompanying  logo on all packages of LICENSED  COMMERCIAL  SEED.  The
     BOLLGARD(R) GENE TRADEMARK and accompanying  logo shall remain at least the
     same  relative  size  as  compared  to  the  largest  D&PL   trademark  and
     accompanying  logo on the same face of the seed package or other label,  as
     MONSANTO and D&PL mutually determine to be commercially  reasonable,  or if
     no such mutual  agreement is reached,  then in the same relative size as in
     LICENSED  COMMERCIAL  SEED sold under the  BOLLGARD(R)  GENE LICENSE in the
     United States.

          (b) It is agreed that the BOLLGARD(R) GENE TRADEMARK shall be licensed
     to D&PL for use in the  LICENSED  COUNTRY on a  non-exclusive  royalty-free
     basis  pursuant to a BOLLGARD(R)  GENE  TRADEMARK  LICENSE  AGREEMENT.  The
     parties shall execute said  BOLLGARD(R)  GENE TRADEMARK  LICENSE  AGREEMENT
     following  identification of the final graphic form of the BOLLGARD(R) GENE
     TRADEMARK  (or other  applicable  trademark)  by MONSANTO.  The form of the
     BOLLGARD(R)  GENE  TRADEMARK  LICENSE for the LICENSED  COUNTRY is shown in
     Appendix 2.

          (c) The  BOLLGARD(R)  GENE  TRADEMARK  shall be utilized in the manner
     specified  in  the  BOLLGARD(R)  GENE  TRADEMARK  LICENSE  AGREEMENT.   All
     advertising  containing  any trademark or tradename  owned or controlled by
     D&PL   and   referring   to   control   of   LEPIDOPTERAN   INSECTS   by  a
     LEPIDOPTERAN-ACTIVE GENE shall use a BOLLGARD(R) GENE TRADEMARK to identify
     the LEPIDOPTERAN-ACTIVE GENE.

     3.7  LIMITATIONS ON LICENSES AND  SUBLICENSES:  This Agreement is not to be
construed as including a grant from MONSANTO to D&PL of any license,  sublicense
or other  right:  (a) to make or sell  LEPIDOPTERAN-ACTIVE  GENE(S) or  MONSANTO
TECHNOLOGY except as expressly set forth herein, (b) to use  LEPIDOPTERAN-ACTIVE
GENE(S) or MONSANTO  TECHNOLOGY  for any purpose other than those  expressly set
forth herein, or (c) to grant sublicenses except as expressly set forth herein.

     3.8 EDUCATIONAL PROGRAM TO DISCOURAGE  FARMER-SAVED SEED: D&PL and MONSANTO
shall each  employ  reasonable  efforts  on a  continuing  basis to  proactively
educate appropriate government officials, farmers' organizations,  purchasers of
LICENSED  COMMERCIAL  SEED  and  others  with  the  nature  of  the  limited-use
sublicense  granted to cotton  farmers,  the  benefits  of  purchasing  LICENSED
COMMERCIAL SEED annually,  and the disadvantages of using  farmer-saved seed and
applicable legal restrictions.

     3.9 THIRD PARTY VIOLATIONS OR INVALIDITY OF RESTRICTIONS ON SUBLICENSE: The
use of LICENSED  COMMERCIAL  SEED by purchasers  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  Agreement by D&PL.
The LICENSES  granted to D&PL,  shall not be revoked,  diminished,  or otherwise
affected in the event that the limitations  and  restrictions of such sublicense
to purchasers are found to be unenforceable,  in whole or in part, by a court of
competent jurisdiction in the LICENSED COUNTRY

     3.10  IDENTIFICATION  OF FIELDS PLANTED WITH  FARMER-SAVED  SEED:  D&PL and
MONSANTO shall cooperate in a reasonable effort to develop and employ methods or
techniques,  which  can be  employed  in a  commercially  efficient  manner,  to
identify  fields of cotton that are planted with seed saved from a crop produced
from LICENSED COMMERCIAL SEED. All costs associated with the cooperative efforts
to develop and employ such methods and techniques shall be borne by MONSANTO.

     3.11  DISCONTINUATION  OF  LICENSING  GROWERS BY  MONSANTO:  At  MONSANTO'S
option,  MONSANTO may discontinue granting licenses to individual cotton growers
in the LICENSED COUNTRY or in any particular segment of a MARKET in the LICENSED
COUNTRY.  MONSANTO  shall  provide  notice of the  discontinuance  no later than
harvest of the last growing season for which MONSANTO did grant such licenses to
individual  growers.  Upon such notice,  the license  granted in Subsection  3.1
shall  include the right to  sublicense  individual  cotton  growers and to sell
LICENSED  COMMERCIAL  SEED in the  LICENSED  COUNTRY  only  to such  sublicensed
growers.

     3.12 ALTERNATIVE LEPIDOPTERAN-ACTIVE GENES:

          (a)  MONSANTO  shall  have  the  right  to  convert  the  LICENSES  to
     non-exclusive  and to  grant  licenses  to  other  parties  to sell  COTTON
     PLANTING SEED containing a LEPIDOPTERAN-ACTIVE GENE in the LICENSED COUNTRY
     beginning  twenty-four  (24) months before the date designated by D&PL by a
     written  notice as the date that D&PL  intends  to  commence  sale,  in the
     LICENSED   COUNTRY  of  COTTON   PLANTING  SEED   containing  one  or  more
     heterologous  genes or gene  sequences  from a source  other than  MONSANTO
     which confer LEPIDOPTERAN  RESISTANCE (a "NON-MONSANTO  LEPIDOPTERAN-ACTIVE
     GENE").  D&PL shall give MONSANTO  notice of its intent to sell such COTTON
     PLANTING SEED in the LICENSED  COUNTRY the greater of (i)  thirty-six  (36)
     months or (ii) the  minimum  period  legally  required  to  obtain  variety
     registration in the LICENSED COUNTRY (if such variety  registration  should
     be required in the LICENSED COUNTRY), prior to the first commercial sale of
     such COTTON  PLANTING  SEED in the  LICENSED  COUNTRY.  If MONSANTO  grants
     licenses  to any other  party on  financial  terms  more  favorable  to the
     licensee than those given D&PL under this  Agreement,  MONSANTO shall amend
     this Agreement to provide D&PL with the same financial terms. Such licenses
     shall not allow the third party licensee to sell  products,  containing the
     subject  LEPIDOPTERAN-ACTIVE  GENE,  earlier than  twenty-four  (24) months
     before the date on which D&PL has notified  MONSANTO it intends to commence
     sale   of   COTTON    PLANTING   SEED    containing    such    NON-MONSANTO
     LEPIDOPTERAN-ACTIVE GENE in the LICENSED COUNTRY.

          (b) In the event  that D&PL fails to provide  the notice  required  in
     paragraph (a) of this  Section,  D&PL shall refund to MONSANTO all payments
     received from MONSANTO  under Section 7 of this  Agreement  with respect to
     any sales of LICENSED COTTON SEED by D&PL made at any time when such notice
     should  have been in effect  but was not,  plus  interest  as  provided  in
     Section 7.3.

     3.13  SALES BY  MONSANTO:  At the  EFFECTIVE  DATE,  sales in the  LICENSED
COUNTRY are made by MONSANTO  to D&PL's  distributor.  For so long as such sales
are made under the terms of a written supply  agreement  between  MONSANTO (or a
subsidiary)  and  D&PL (or a  subsidiary),  any  term(s)  of that  agreement  in
conflict with this Agreement shall supersede the terms of this Agreement.

     3.14 LICENSE TO SUBSEQUENT  LEPIDOPTERAN-ACTIVE GENE(S): The LICENSES shall
be deemed to include  the same rights as granted for  LICENSED  COMMERCIAL  SEED
containing  the FIRST  LEPIDOPTERAN-ACTIVE  GENE for  LICENSED  COMMERCIAL  SEED
containing one or more SUBSEQUENT  LEPIDOPTERAN-ACTIVE  GENES,  provided that no
right shall have effect until such time as all applicable GOVERNMENTAL APPROVALS
have been acquired.

     3.15 TERMS OF NON-EXCLUSIVE  LICENSES: In the event that, if and when it is
permitted  to do so under  any of the  provisions  of this  Agreement,  MONSANTO
converts the LICENSES to non-exclusive  licenses,  then effective from and after
such conversion:

          (a) The provisions of Section 2.1.41  notwithstanding,  and subject to
     Subsection 3.15 (c) below,  the term "MONSANTO  ROYALTY  PERCENTAGE"  shall
     mean seventy percent (70%);

          (b) Sections 3.12, 4.3, and 4.5 shall be of no further effect; and

          (c) If MONSANTO  grants licenses to develop,  produce,  have produced,
     sell or multiply  LICENSED  COMMERCIAL SEED in the LICENSED  COUNTRY to any
     other party on financial  terms more  favorable to the licensee  than those
     granted to D&PL under this  Agreement,  MONSANTO shall amend this Agreement
     to provide D&PL with the same financial terms.

        SECTION 4 -- DEVELOPMENT AND MARKETING ACTIVITIES OF THE PARTIES

     4.1 CONSULTATION:  MONSANTO and D&PL shall consult regularly throughout the
term of this  Agreement  relative to activities  affecting the  development  and
maintenance  of  sales  of  LICENSED  COMMERCIAL  SEED in the  LICENSED  COUNTRY
including,  but  not  limited  to,  MONSANTO'S  plans  for and  progress  in the
development  and  marketing  of  MONSANTO  TECHNOLOGY  and D&PL'S  plans for and
progress in  production  and field  testing of such  LICENSED  COMMERCIAL  SEED.
Representatives  of  MONSANTO  and  D&PL  shall  periodically  meet at  mutually
acceptable times to discuss such activities and progress hereunder. For planning
purposes,  MONSANTO  and D&PL shall meet each year by  September  30 to plan the
activities of the following crop year in the LICENSED COUNTRY.

     4.2 RESPONSIBILITIES OF THE PARTIES: It shall be MONSANTO'S  responsibility
to (1) obtain and maintain using commercially  reasonable means all GOVERNMENTAL
APPROVALS   for  the   FIRST   LEPIDOPTERAN-ACTIVE   GENE  and  any   SUBSEQUENT
LEPIDOPTERAN-ACTIVE  GENE which  MONSANTO  chooses to register  in the  LICENSED
COUNTRY;  and (2) determine the appropriate  marketing claims and prices for the
LEPIDOPTERAN-ACTIVE  GENE(S). It shall be D&PL's responsibility to determine the
appropriate  marketing  claims  and  prices  for  DELTAPINE  LEPIDOPTERAN-ACTIVE
CULTIVARS other than those for the  LEPIDOPTERAN-ACTIVE  GENE.  Decisions on the
best system for  licensing  or  sublicensing  LICENSED  GROWERS to use  MONSANTO
TECHNOLOGY  exhibited in LICENSED COMMERCIAL SEED, including the financing terms
for payment of TECHNOLOGY FEES by LICENSED  GROWERS;  and the best  distribution
system for  LICENSED  COMMERCIAL  SEED shall be  mutual.  It is agreed  that the
systems as in use in the LICENSED  COUNTRY on the EFFECTIVE  DATE are acceptable
at the present time.

     4.3 VARIETY AVAILABILITY:

          (a) D&PL  shall use  commercially  reasonable  efforts  to  develop or
     license  varieties  of  cotton  that  meet or  exceed  the  performance  of
     competitive  varieties  which are then being marketed  commercially  in the
     LICENSED COUNTRY.  If one or more DELTAPINE  LEPIDOPTERAN-ACTIVE  CULTIVARS
     exhibits  reasonably  acceptable yield and other agronomic  characteristics
     for a MARKET in the LICENSED  COUNTRY,  then D&PL may, if required by local
     law or  practice,  register  one or more  such  varieties  for  sale in the
     LICENSED COUNTRY and thereafter,  using reasonable commercial efforts, make
     such  DELTAPINE  LEPIDOPTERAN-ACTIVE  CULTIVARS  available  for sale in the
     LICENSED  COUNTRY.  MONSANTO shall  cooperate as needed to accomplish  such
     registration.  D&PL shall make  available at no more than  seventy  percent
     (70%) of  D&PL'S  wholesale  price for such  seed in the  LICENSED  COUNTRY
     commercially    reasonable    quantities   of   seed   of   any   DELTAPINE
     LEPIDOPTERAN-ACTIVE  CULTIVAR  for  MONSANTO to use for market  development
     testing, including demonstration trials.

          (b) In order to provide an objective  test of D&PL's  compliance  with
     Section  4.3(a),   D&PL  shall  conduct  annual  trials  of  all  DELTAPINE
     LEPIDOPTERAN-ACTIVE  CULTIVARS sold in the LICENSED  COUNTRY,  which trials
     shall be carried out  according to the protocol set forth in Appendix 6, as
     the same may be amended  from time to time by mutual  written  agreement of
     MONSANTO and D&PL. Representative  competitive varieties to be used in such
     trials  shall be  selected  from  among  cotton  varieties  then being sold
     commercially in the applicable  MARKET by mutual  agreement of MONSANTO and
     D&PL,  consent  to which  agreement  on  identification  of  representative
     competitive  varieties  shall not be  unreasonably  withheld  or delayed by
     either party.

          (c) In the event that, in annual  trials  conducted  under  Subsection
     4.3(b) for the current and  previous  FISCAL  YEARS,  the average  yield of
     DELTAPINE  LEPIDOPTERAN-ACTIVE  CULTIVAR(S)  sold in the applicable  MARKET
     does not equal or exceed  ninety-two  percent (92%) of the average yield in
     the same  trials of  representative  competitive  varieties,  the  MONSANTO
     ROYALTY  PERCENTAGE  shall be  increased  for that  FISCAL YEAR by five (5)
     percentage  points for all  LICENSED  COMMERCIAL  SEED sold in the relevant
     MARKET.  In the event that, in annual trials conducted under Section 4.3(b)
     for any four  (4)  consecutive  years,  the  average  yield  for  DELTAPINE
     LEPIDOPTERAN-ACTIVE  CULTIVAR(S)  sold in the  applicable  MARKET  does not
     equal or exceed  ninety-two  percent (92%) of the average yield in the same
     trials of  representative  competitive  varieties,  then the LICENSES shall
     become nonexclusive.

          (d) The  provisions  of Section  4.3(c) shall not have effect prior to
     the FISCAL YEAR beginning September 1, 2003.

     4.4 TESTING OF NEW VARIETIES:  After the EFFECTIVE  DATE, D&PL shall submit
new varieties of LICENSED COMMERCIAL SEED to a GENE EQUIVALENCY TEST. D&PL shall
bear all costs of such  testing and shall  remit to  MONSANTO  the fees shown in
Appendix 5 within sixty (60) days of MONSANTO'S report to D&PL of the outcome of
the assays performed by MONSANTO.

     4.5 SUPPLY OF LICENSED  COMMERCIAL  SEED: Not later than February 1 of each
FISCAL YEAR,  D&PL shall deliver to MONSANTO a list of the inventory of LICENSED
COMMERCIAL SEED of each DELTAPINE LEPIDOPTERAN-RESISTANT CULTIVAR licensed under
this  Agreement  and qualified to be sold in the LICENSED  COUNTRY,  itemized by
CLASS,  variety,  and seed coat treatment option, which D&PL, in the exercise of
its reasonable commercial judgment,  forecasts to have available for sale in the
LICENSED  COUNTRY in the next following  FISCAL YEAR.  This list shall have been
prepared in  consultation  with  MONSANTO.  If MONSANTO  accepts  without change
D&PL's inventory list and either (i) D&PL fails to meet the amounts specified or
(ii) if D&PL cannot fill a bona fide order  because  the CLASS of  inventory  of
COTTON  PLANTING SEED is sold out ("sold out" being defined as there  existing a
bona fide order  received by D&PL from a  distributor  which cannot be filled by
D&PL due to lack of sufficient  inventory of a particular  CLASS), in the FISCAL
YEAR,  then  the  MONSANTO  ROYALTY  PERCENTAGE  will be  increased  by five (5)
percentage points for that FISCAL YEAR.  Alternatively,  within thirty (30) days
after delivery of D&PL's  forecast,  MONSANTO may request,  by written notice to
D&PL, that D&PL increase the forecasted inventory of LICENSED COMMERCIAL SEED of
any particular DELTAPINE LEPIDOPTERAN-RESISTANT  CULTIVAR(S), itemized by CLASS,
variety,  and  seed  coat  treatment  option,  to be  available  for sale in the
LICENSED  COUNTRY in the next following FISCAL YEAR. D&PL shall use commercially
reasonable efforts to produce, or have produced,  and have available for sale in
the LICENSED  COUNTRY in the next following FISCAL YEAR the quantities of COTTON
PLANTING  SEED stated in D&PL's  forecast,  as increased in response to requests
from  MONSANTO  delivered as stated  above,  meeting the SEED PURITY  STANDARDS,
provided that (1) in the event that D&PL,  using  commercially  reasonable sales
efforts,  does not sell any portion of the inventory of LICENSED COMMERCIAL SEED
which D&PL produced, or had produced, to have available for sale in the LICENSED
COUNTRY based on request from MONSANTO,  MONSANTO shall reimburse  D&PL,  within
thirty (30) days of delivery of an invoice  delivered  on or after July 1 of the
FISCAL YEAR for which such LICENSED  COMMERCIAL SEED was made available for sale
at  MONSANTO'S  request,  its cost for carrying  such unsold seed  inventory for
twelve (12) months, including but not limited to (a) storage costs, (b) interest
at  D&PL's  current  cost of  funds  on the  cost of  production,  conditioning,
packaging,  and storage,  and (c) any other expenses  directly  associated  with
carrying such seed inventory to another FISCAL YEAR, and (2) with respect to any
such LICENSED  COMMERCIAL  SEED that was produced and made available for sale at
MONSANTO'S  request  but which was not sold in the  initial  FISCAL YEAR of sale
becomes unsaleable for the next subsequent FISCAL YEAR, or which, despite D&PL's
commercially  reasonable  sales efforts,  is not sold in the LICENSED COUNTRY in
the next  subsequent  FISCAL YEAR,  MONSANTO shall pay D&PL,  within thirty (30)
days of the  delivery of an invoice  delivered on or about July 1 of that FISCAL
YEAR, an amount equal to D&PL's actual costs of  production,  conditioning,  and
packaging  of such  seed,  provided  that if D&PL  should  sell such seed in any
subsequent FISCAL YEAR in the LICENSED COUNTRY or elsewhere when permitted under
agreements  between D&PL and MONSANTO,  D&PL shall reimburse to MONSANTO against
amounts paid by MONSANTO to D&PL any net recovery of such costs realized by D&PL
through  such sales  (after  deduction  of all further  carrying and sales costs
incurred by D&PL in selling of such seed).  Notwithstanding  the  provisions  of
this section, MONSANTO shall not be required to pay D&PL the amount(s) specified
in this Section 4.5 for any increase in inventory of LICENSED COMMERCIAL SEED at
MONSANTO'S  request  that is sold out (as  defined  above)  in  initial  or next
subsequent  FISCAL YEARS , but MONSANTO shall pay any carrying charges due under
this Section 4.5 on such LICENSED  COMMERCIAL SEED carried over from the initial
FISCAL YEAR to the next.

     4.6 PROMOTIONAL ACTIVITIES:  The parties agree that neither may promote the
TECHNOLOGY  of the other  without the  consent of the owner,  which shall not be
unreasonably withheld or delayed.

     4.7 PROTECTION OF DELTAPINE LEPIDOPTERAN-ACTIVE CULTIVARS: D&PL may, in its
sole   discretion,   seek   to   obtain   variety   protection   for   DELTAPINE
LEPIDOPTERAN-ACTIVE  CULTIVARS in the  LICENSED  COUNTRY to the extent that such
protection is available.  D&PL may, in its sole  discretion,  institute  actions
against  infringers of its rights under such. In the event that MONSANTO  learns
of suspected  infringement of D&PL's variety  protection  rights for a DELTAPINE
LEPIDOPTERAN-ACTIVE  CULTIVAR in the LICENSED  COUNTRY,  then to the extent that
MONSANTO is lawfully  permitted  to do so,  MONSANTO  shall  notify D&PL to such
effect and provide D&PL with evidence  concerning the suspected  infringement in
MONSANTO's  possession.  D&PL shall use  reasonable  efforts to  terminate  such
infringement through litigation or otherwise.  Nothing herein shall be construed
as  conferring  on MONSANTO any right to bring suit for  infringement  of D&PL's
variety protection rights.

                      SECTION 5 -- OWNERSHIP OF TECHNOLOGY

     5.1 MONSANTO TECHNOLOGY AND LICENSED PATENT RIGHTS:

          (a)  All MONSANTO TECHNOLOGY shall remain the property of MONSANTO.
          (b)  All  LICENSED  PATENT  RIGHTS  shall  remain the  property of the
               owners as of the EFFECTIVE DATE.

     5.2 D&PL TECHNOLOGY: All D&PL TECHNOLOGY shall remain the property of D&PL.

     5.3 SAFETY AND  TOXICOLOGY  DATA:  D&PL and MONSANTO  shall jointly own all
safety  and  toxicological   data  generated  jointly  through  any  development
activities. All such data solely developed by either party shall be solely owned
by the respective party.

     5.4 EFFICACY  DATA:  D&PL and MONSANTO  shall jointly own all efficacy data
jointly  developed  through  any  development  activities.  All such data solely
developed by either party shall be solely owned by the respective party.

     5.5  USE OF  DATA:  D&PL  and  MONSANTO  shall  be  permitted  to  use  the
jointly-owned safety,  toxicological and efficacy data jointly developed through
any development  activities;  provided,  however, that such use shall not be for
the sole benefit of a third party.

                            SECTION 6 -- COMPENSATION

     6.1 COMPENSATION TO BE PAID TO D&PL:  Until such time as MONSANTO  provides
notice under 3.11, MONSANTO shall collect compensation for licenses to produce a
commercial  cotton crop with  LICENSED  COMMERCIAL  SEED  directly from LICENSED
GROWERS.  In consideration of D&PL's promises and obligations  contained herein,
including, but not limited to, its obligations under Section 4.2, MONSANTO shall
remit to D&PL the  remainder of NET LICENSE  FEES after  deduction of any amount
equal to the NET LICENSE FEES multiplied by the MONSANTO ROYALTY PERCENTAGE.

     6.2  COMPENSATION TO BE PAID TO MONSANTO:  In  consideration  of the rights
under the LICENSES  granted to D&PL  pursuant to  Subsections  3.1 and 3.2, D&PL
shall pay to  MONSANTO  the  ROYALTY for each FISCAL YEAR for which a ROYALTY is
due.  In  addition,  D&PL  hereby  grants to  MONSANTO,  during the term of this
Agreement, a nonexclusive license to IMPROVEMENTS,  with the right to sublicense
where such sublicense is not in conflict with D&PL's exclusive rights under this
agreement or any other agreement with MONSANTO or any third party,  said license
to be on  commercially  reasonable  terms and for any  country  in which D&PL is
licensed to sell DELTAPINE LEPIDOPTERAN-ACTIVE CULTIVARS.

     6.3 COMPENSATION PERIOD:

          (a) With respect to each  LEPIDOPTERAN-ACTIVE  GENE, D&PL's obligation
     to pay a ROYALTY in the LICENSED  COUNTRY  shall begin on the DATE OF FIRST
     COMMERCIAL  LICENSING of any specific cultivar of LICENSED  COMMERCIAL SEED
     containing such  LEPIDOPTERAN-ACTIVE  GENE and shall expire at the later of
     (i)  fifteen  years  from  the DATE OF FIRST  COMMERCIAL  LICENSING  in the
     LICENSED COUNTRY; (ii) the expiration of the last-to-expire of the LICENSED
     PATENT RIGHTS with one or more  enforceable  claim(s) which, in the absence
     of a license from MONSANTO, would be infringed by making, using, or selling
     LICENSED  COMMERCIAL SEED containing such  LEPIDOPTERAN-ACTIVE  GENE in the
     LICENSED  COUNTRY;  or (iii) the date on which  MONSANTO holds no Effective
     Product  Registrations.  The term "Effective Product  Registrations"  means
     official clearances or written approvals,  issued by governmental  agencies
     in the LICENSED  COUNTRY that,  as of such date have  authority to regulate
     the use of the  LEPIDOPTERAN-ACTIVE  GENE,  which are necessary for sale of
     cotton  seed  containing  such  LEPIDOPTERAN-ACTIVE  GENE  in the  LICENSED
     COUNTRY  and which  effectively  prevent  third  parties  not  licensed  by
     MONSANTO from selling seed containing the  LEPIDOPTERAN-ACTIVE  GENE in the
     LICENSED COUNTRY. Product registrations, if any, held by MONSANTO shall not
     be  considered  Effective  Product  Registrations  if seed  containing  the
     LEPIDOPTERAN-ACTIVE GENE produced by third parties not licensed by MONSANTO
     makes  up  ten  percent  (10%)  of  COTTON  PLANTING  SEED  containing  the
     LEPIDOPTERAN-ACTIVE GENE legally sold in the LICENSED COUNTRY in any FISCAL
     YEAR.  MONSANTO may terminate the COMPENSATION PERIOD at an earlier date by
     notice to D&PL.

          (b) Upon  expiration  of the  COMPENSATION  PERIOD  with  respect to a
     specific  LEPIDOPTERAN-ACTIVE  GENE,  D&PL shall have a permanent,  paid-up
     license to sell DELTAPINE LEPIDOPTERAN-ACTIVE CULTIVARS containing that and
     only that specific LEPIDOPTERAN-ACTIVE GENE in the LICENSED COUNTRY, to use
     such DELTAPINE  LEPIDOPTERAN-ACTIVE  CULTIVARS and the progeny  thereof for
     any purpose,  including to introduce the involved  LEPIDOPTERAN-ACTIVE GENE
     into other  DELTAPINE  CULTIVARS,  and to use in the  LICENSED  COUNTRY the
     involved  LEPIDOPTERAN-ACTIVE  GENE and other genetic  materials  that were
     used  with  the  specific   LEPIDOPTERAN-ACTIVE  GENE  in  other  DELTAPINE
     CULTIVARS,  provided, however, that no license is provided either expressly
     or by  implication  under any  patent  owned by a third  party or under any
     MONSANTO  PATENT RIGHT to make, use, or sell any product which does contain
     the specific LEPIDOPTERAN-ACTIVE GENE for which the COMPENSATION PERIOD has
     ended.   At   such   time   as  the   COMPENSATION   PERIOD   ends   for  a
     LEPIDOPTERAN-ACTIVE  GENE, MONSANTO shall have no future  responsibility to
     D&PL  under  this  Agreement  with  respect  to  such  specific   DELTAPINE
     LEPIDOPTERAN-ACTIVE   CULTIVAR  and  other  DELTAPINE   CULTIVARS   derived
     therefrom  or further use of that  LEPIDOPTERAN-ACTIVE  GENE and D&PL shall
     cease using the  BOLLGARD(R)  GENE  TRADEMARK.  Termination  of such future
     responsibilities  shall not affect  obligations  which accrued prior to the
     expiration of such period.  D&PL shall assume full  responsibility  for the
     DELTAPINE  LEPIDOPTERAN-ACTIVE  CULTIVARS  containing  such  GENE and shall
     defend  and  indemnify  against,  and  hold  MONSANTO  and  its  employees,
     directors,  officers and agents harmless from, any loss, cost, liability or
     expense  (including  court costs and reasonable fees of attorneys and other
     professionals) incurred from any claim arising or in any way connected with
     D&PL's use of the LEPIDOPTERAN-ACTIVE  GENE or any biological materials for
     which it holds a paid-up license;  provided,  HOWEVER, THAT: (I) D&PL SHALL
     HAVE SOLE  CONTROL OF SUCH  DEFENSE  AND ALL  NEGOTIATIONS  RELATING TO ITS
     SETTLEMENT,  PROVIDED,  HOWEVER,  THAT, D&PL SHALL KEEP MONSANTO ADVISED OF
     THE STATUS OF THE CLAIM AND ANY SUCH  NEGOTIATIONS  AND THAT ANY SETTLEMENT
     BY D&PL WHICH HAS OR COULD  REASONABLY HAVE A SUBSTANTIAL  DIRECT FINANCIAL
     IMPACT ON MONSANTO  SHALL  REQUIRE THE PRIOR  WRITTEN  APPROVAL OF MONSANTO
     WHICH SHALL NOT BE UNREASONABLY WITHHELD;  (II) THE OBLIGATION TO INDEMNIFY
     IS CONDITIONAL ON MONSANTO  HAVING NOTIFIED D&PL WITHIN THIRTY (30) DAYS OF
     THE  RECEIPT  BY  MONSANTO  OF  A   PERFORMANCE   CLAIM   SUBJECT  TO  THIS
     INDEMNIFICATION;  (III) IF MONSANTO DESIRES TO HAVE ITS COUNSEL PARTICIPATE
     IN THE  PREPARATION  OF SUCH  DEFENSE,  TRIAL,  OR  SETTLEMENT OF ANY CLAIM
     SUBJECT TO THIS INDEMNIFICATION,  SUCH PARTICIPATION SHALL BE AT MONSANTO'S
     EXPENSE;  (IV) IF MONSANTO ASSUMES THE DEFENSE AGAINST ANY SUCH CLAIM, D&PL
     SHALL HAVE NO  OBLIGATION  TO DEFEND OR INDEMNIFY  MONSANTO WITH RESPECT TO
     SUCH CLAIM;  AND (V) MONSANTO MUST PROMPTLY  PROVIDE ALL INFORMATION IN ITS
     POSSESSION REASONABLY REQUESTED BY D&PL AND MAKE AVAILABLE ALL PERSONNEL OF
     MONSANTO FOR  DEPOSITIONS,  TESTIMONY AND  CONSULTATIONS,  AND PROVIDE SUCH
     TECHNICAL  ASSISTANCE  REASONABLY REQUESTED BY D&PL TO THE EXTENT NECESSARY
     FOR THE DEFENSE OF THE ASSERTED CLAIM.

          (c) The  provisions  of Section  6.3(b) do not apply to any  DELTAPINE
     LEPIDOPTERAN-ACTIVE  CULTIVARS  containing a  LEPIDOPTERAN-ACTIVE  GENE for
     which the COMPENSATION PERIOD has not expired.

     6.4  TECHNOLOGY  FEE: In the event that MONSANTO gives notice under Section
3.11 and thereby grants D&PL additional rights in the LICENSED COUNTRY, MONSANTO
shall set the  TECHNOLOGY  FEE for the LICENSED  COUNTRY or, at its option,  for
each MARKET within the LICENSED  COUNTRY.  MONSANTO shall notify D&PL of (1) the
initial  TECHNOLOGY  FEE(S)  within  sixty (60) days after the notice of Section
3.11 and (2) no later than the following September 1 the TECHNOLOGY FEE(S) to be
charged  during the coming  FISCAL YEAR.  If no such notice is sent by MONSANTO,
the  TECHNOLOGY  FEE shall remain the same as that set for the  previous  FISCAL
YEAR.

                     SECTION 7 -- BUSINESS RECORDS/PAYMENTS

     7.1 BUSINESS RECORDS:  D&PL and MONSANTO shall keep records with respect to
the LICENSED  COUNTRY  showing  license  fees due and  collected  from  LICENSED
GROWERS,  the amount and prices of LICENSED  COMMERCIAL  SEED sold or  otherwise
transferred  to third  parties  and  showing  the  results  of their  respective
activities under Sections  3.5(a),  4, and 6. D&PL and MONSANTO further agree to
submit  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 by a national auditing firm appointed by and
at the  expense  of the  party  requesting  such  audit,  which  firm  shall  be
reasonably  acceptable to the other party.  In the event that in any such audit,
errors which in the  aggregate  are  identified  that result in a payment by the
audited  party to the  requesting  party of more than 2.5  percent of the amount
which  should have been paid,  then the audited  party shall pay the  reasonable
expense of such audit.

     7.2 REPORTS AND PAYMENTS:

          (a) On or before March 1 and August 1 of each FISCAL YEAR,  D&PL shall
     submit to MONSANTO for each MARKET in the LICENSED  COUNTRY a report on (i)
     sales of LICENSED COMMERCIAL SEED in each such MARKET since the most recent
     previous report and (ii) information necessary to determine compliance with
     Section  3.5(a),  including  information  from any third  party  technology
     provider  for genes  added to a STACKED  GENE COTTON  SEED.  Each report on
     sales shall include the UNITS invoiced and collected by variety of LICENSED
     COMMERCIAL  SEED, and a calculation of the ROYALTY due along with the basis
     for such calculation. With each such report, D&PL shall pay to MONSANTO the
     ROYALTY  due  pursuant to  Subsection  6.2 and any  amounts  necessary  for
     compliance with the provisions of Subsection  3.5(a). If no such payment is
     due to MONSANTO  for a particular  MARKET in the  LICENSED  COUNTRY for the
     subject reporting period, the written report shall so state.

          (b) On or before  March 1 and August 1 of each FISCAL  YEAR,  MONSANTO
     shall  submit to D&PL for each MARKET in the  LICENSED  COUNTRY a report on
     NET LICENSE FEES invoiced and collected for each such MARKET since the most
     recent  previous  report.  Each report  shall  include the  TECHNOLOGY  FEE
     charged in the LICENSE COUNTRY or each MARKET in the LICENSED COUNTRY. With
     each such report,  MONSANTO  shall pay to D&PL its share of the NET LICENSE
     FEES due  pursuant  to  Subsection  6.1 for fees  collected  since the most
     recent previous report.  If no such payment is due to D&PL for a particular
     MARKET in the  LICENSED  COUNTRY  for the  subject  reporting  period,  the
     written report shall so state.

          (c) Reports and  payments due pursuant to this Section 7 shall be sent
     to:

         If to D&PL:       Delta and Pine Land Company
                           One Cotton Row
                           Scott, Mississippi 38772
                           Attention: President


         If to MONSANTO:  Monsanto Company
                          800 North Lindbergh Boulevard
                          St. Louis, Missouri  63167
                          Attention: Global Product Management, Cotton

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

     7.3 INTEREST ON OUTSTANDING  BALANCES:  If either party fails to pay on any
due date any  amount  which is  payable  under  this  Agreement,  then,  without
prejudice to Subsection 10.5, 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.

     7.4 OFFSETTING PAYMENTS: Either party may request that the parties meet (in
person or by telephone or video) fifteen days prior to the due dates provided in
Section 7.2 to give each other the reports due under  Section 7.2 and  calculate
the net payment owed by one party to the other.  In the event of such an offset,
each report  shall state that all or part of the  compensation  due to the other
party was offset by the same  amount  due to the  reporting  party.  If a debtor
party has  requested  a meeting  under this  Section 7.4 and the other party has
failed to comply,  the  next-due  payment  from such  debtor  party shall not be
subject to interest  payments  under  Section 7.3 until  fifteen  days after the
other  party has sent its report to the debtor  party and made its  payment,  if
applicable.

                          SECTION 8 -- CONFIDENTIALITY

     8.1 NON-DISCLOSURE OF CONFIDENTIAL INFORMATION:

          (a) Neither  D&PL nor  MONSANTO  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 except with the prior written consent of the other party
     or as provided in Subsection  8.3;  provided,  however,  MONSANTO  shall be
     permitted to disclose any general information  relating to performance of a
     LEPIDOPTERAN-ACTIVE  GENE to the extent such  disclosure  is  necessary  or
     desirable   for  the   commercialization   of  cotton  seed   containing  a
     LEPIDOPTERAN-ACTIVE GENE in the LICENSED COUNTRY;  provided,  further that,
     MONSANTO   shall  not  be  permitted  to  disclose   information   relating
     specifically only to DELTAPINE CULTIVARS.

          (b) MONSANTO shall not disclose  confidential D&PL pricing,  sales, or
     other sensitive information to any competitor of D&PL.

     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 or other information, ten (10) years thereafter.

     8.3 USES OF CONFIDENTIAL INFORMATION:  Subject to the overriding provisions
of  Subsections  5.3,  5.4,  and  5.5,  any  TECHNOLOGY  or  other  confidential
information which is disclosed by either D&PL or MONSANTO 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  Agreement  or for the  commercial  exploitation  of the  cotton  seed
     containing a  LEPIDOPTERAN-ACTIVE  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  Agreement and that person  further  agreeing not to use
     the same except for the purposes for which the disclosure is made;

          (b) Disclosed by the RECIPIENT to any  governmental or other authority
     or regulatory body to the extent required by law. Provided,  however,  that
     the  RECIPIENT  shall  take all  reasonable  measures  to ensure  that such
     authority  or body  keeps the same  confidential  and does not use the same
     except  for the  purpose  for  which  such  disclosure  is made.  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;

          (c) Disclosed to a Court or litigant, to the extent such disclosure is
     ordered  by a Court  or  governmental  agency  of  competent  jurisdiction.
     Provided, however, that the RECIPIENT shall take all reasonable measures to
     ensure that the Court,  other  litigants,  or governmental  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  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,  blockade or embargo,  delays of carriers, car shortage,
fire, explosion,  breakdown of equipment,  strike,  chemical reversal reactions,
lockout,  labor  dispute,  casualty or accident,  earthquake,  epidemic,  flood,
cyclone, tornado, hurricane or other windstorm,  delays of vendors, or by reason
of any law, order, proclamation,  regulation,  ordinance,  demand,  requisition,
requirement or any other act of any governmental authority,  including,  but not
limited  to,  governmental  actions  restricting  or  preventing  the growing or
marketing of LICENSED  COMMERCIAL  SEED;  provided,  however,  that the party so
affected shall, as promptly as reasonably possible under the circumstances, give
written or oral notice to each other parties whenever such a contingency appears
likely to occur or has occurred and shall use all reasonable efforts to overcome
the effects of the contingency as promptly as possible and shall allow each such
party such access and  information  as may be necessary or desirable to evaluate
such  contingency.  No party shall be  required to resolve a strike,  lockout or
other  labor  problem  in a  manner  which 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
Agreement for a period of time equal to the duration of the event  excusing such
performance and the time required to overcome the consequences of such event and
resume performance. The affected party shall complete performance as required by
this  Agreement as soon as  practicable  after removal or cessation of the cause
for the delay or reduction in performance.

                       SECTION 10 -- TERM AND TERMINATION

     10.1  TERM OF  AGREEMENT:  The term of this  Agreement  shall  begin on the
EFFECTIVE  DATE and shall  extend  until D&PL is no longer  selling any LICENSED
COMMERCIAL  SEED in the LICENSED  COUNTRY,  unless this  Agreement is terminated
earlier pursuant to a provision of this Section 10.

     10.2 TERMINATION:

          (a)  MONSANTO  shall have the right to  terminate  this  Agreement  by
     giving notice to D&PL if the BOLLGARD(R)  GENE LICENSE is terminated  other
     than a default by MONSANTO, and D&PL shall have the right to terminate this
     Agreement by giving notice to MONSANTO if the  BOLLGARD(R)  GENE LICENSE is
     terminated for any reason other than default by D&PL.

          (b)  MONSANTO  shall have the  right,  with  respect  to a  particular
     LEPIDOPTERAN-ACTIVE  GENE, to terminate this Agreement if, over a period of
     two (2) consecutive  years starting  January 1, 2001,  total annual royalty
     revenue  to  MONSANTO  from  all of its  licensees  for use of the  subject
     LEPIDOPTERAN-ACTIVE  GENE in cotton is less than  MONSANTO'S  total  annual
     royalty due to third parties under  license  agreements  from those parties
     for their  technology  applied to cotton.  MONSANTO  shall notify D&PL when
     annual  royalty  revenue to MONSANTO from all of its licensees is less than
     one hundred  twenty-five  percent (125%) of MONSANTO'S total annual royalty
     due to said third parties.  In the event that MONSANTO  elects to terminate
     this Agreement under this Subsection 10.2(b), MONSANTO shall: (i) terminate
     also all license agreements for the use of the subject  LEPIDOPTERAN-ACTIVE
     GENE with  other  licensees/sublicensees,  if any;  and (ii) allow D&PL and
     other  sublicensees/licensees  to sell only existing  inventories of cotton
     seed containing the subject LEPIDOPTERAN-ACTIVE GENE in their possession as
     of the date of notice of termination or for which each is then obligated by
     contract  to take  delivery.  In the  event  that  MONSANTO  so  elects  to
     terminate this Agreement under this Subsection 10.2(b) all other provisions
     of  this  Agreement  shall  remain  in  force  until  contractual  purchase
     commitments are fulfilled, and such inventories are exhausted.

          (c)  MONSANTO  shall have the right,  at its  option,  to convert  the
     LICENSES to  non-exclusive,  and to grant  licenses to other parties to use
     LEPIDOPTERAN-ACTIVE  GENES and related MONSANTO  TECHNOLOGY in the LICENSED
     COUNTRY if a change of Control of D&PL occurs. In each instance of a change
     of Control,  MONSANTO  shall provide  notice to D&PL of its exercise of its
     option to convert the  LICENSES  within six (6) months of receipt of notice
     from D&PL of the  occurrence of a change of Control.  In the event MONSANTO
     sends no such notice to D&PL within the six (6) month period,  MONSANTO may
     not convert the  LICENSES to  non-exclusive  unless and until a  subsequent
     change of  Control  occurs.  For the  purpose of this  Subsection  10.2(c),
     "Control"  shall mean (i) with  respect to any  corporation,  the direct or
     indirect ownership of sufficient shares of voting stock of such corporation
     which would  enable the holder  thereof to elect a majority of the Board of
     Directors  of the  corporation  or (ii) with  respect  to any  other  legal
     entity, ownership of an interest therein in excess of 50% thereof.

          (d) D&PL shall have the right to terminate this agreement by providing
     written  notice to  MONSANTO by August 31 in any FISCAL YEAR to have effect
     on August 31 of that FISCAL YEAR, in the event that D&PL determines, in its
     sole  discretion,  that (i) the  sale of  LICENSED  COMMERCIAL  SEED in the
     LICENSED COUNTRY does not meet D&PL's targets for  profitability and return
     on investment,  or (ii) the LICENSED PATENT RIGHTS and MONSANTO  TECHNOLOGY
     licensed  hereunder  do not provide a sufficient  competitive  advantage to
     D&PL.  For  the  two (2)  FISCAL  YEARS  following  the  effective  date of
     termination under this Section 10.2(d),  D&PL shall sell to MONSANTO (or an
     affiliate of MONSANTO)  quantities of LICENSED  COMMERCIAL  SEED ordered by
     MONSANTO  not to exceed  quantities  necessary to meet the forecast set the
     previous  February 1 under the  provisions of Section 4.5 solely for resale
     in the LICENSED COUNTRY through D&PL's then existing  distribution  system.
     Such LICENSED  COMMERCIAL  SEED shall be sold by D&PL to MONSANTO at D&PL's
     distributor  price applicable to LICENSED  COMMERCIAL SEED sold by D&PL for
     resale in the LICENSED  COUNTRY in the FISCAL YEAR ending on the  effective
     date of termination,  and, in addition,  D&PL shall receive from MONSANTO a
     payment (a) in the first  FISCAL  YEAR,  following  the  effective  date of
     termination,  equal to the NET LICENSE FEES  collected on UNITS of LICENSED
     COMMERCIAL  SEED invoiced by MONSANTO or its affiliates or licensees in the
     LICENSED  COUNTRY with respect to the quantity of LICENSED  COMMERCIAL SEED
     sold by D&PL under  this  Section  10.2(d)  multiplied  by [100%  minus the
     MONSANTO  ROYALTY  PERCENTAGE  applicable  in the FISCAL YEAR ending on the
     effective date of termination], and in the second FISCAL YEAR following the
     effective date of  termination,  equal to the NET LICENSE FEES collected on
     UNITS of LICENSED COMMERCIAL SEED invoiced by MONSANTO or its affiliates or
     licensees in the LICENSED  COUNTRY with respect to the quantity of LICENSED
     COMMERCIAL SEED sold by D&PL under this Section 10.2(d)  multiplied by [85%
     minus the MONSANTO ROYALTY PERCENTAGE  applicable to the FISCAL YEAR ending
     on the effective date of termination].  In the event that MONSANTO receives
     payment for seed from  distributor(s)  in the LICENSED COUNTRY on or before
     shipment,  payment to D&PL for seed shall be made by MONSANTO in cash or by
     a confirmed irrevocable letter of credit received by D&PL prior to shipment
     of the seed to MONSANTO or its  affiliate.  Otherwise,  payment to D&PL for
     seed  shall be made by  MONSANTO  on  thirty  (30) day net terms or on such
     other terms as may be mutually agreed upon in writing.  Payment of the said
     additional  amounts shall be due, with respect to seed sold in each MARKET,
     on the dates set forth  for  payments  to D&PL of its share of NET  LICENSE
     FEES under Section 7.2 During the first and second  FISCAL YEARS  following
     the effective date of termination  under this Section  10.2(d),  D&PL shall
     provide,  at its  expense,  a  commercially  reasonable  level of technical
     support  relating to sales in the LICENSED  COUNTRY of LICENSED  COMMERCIAL
     SEED sold to MONSANTO  pursuant to this Section 10.2(d).  The provisions of
     Section 13 of this  Agreement  shall  remain in effect with respect to seed
     sold by D&PL to MONSANTO  pursuant to this Section 10.2(d) during the first
     FISCAL YEAR following the effective date of termination  under this Section
     10.2(d), but shall thereafter have no further effect.

     10.3  BREACH OF  OBLIGATIONS:  Breach  by any party of any of the  material
provisions of this  Agreement  (other than the  confidentiality  obligations  of
Section 8 or default upon any of the payment obligations  provided herein) shall
entitle  each of the other  parties  to give the party in breach or  default  at
least  ninety (90) days'  notice to cure such breach or default.  If a breach or
default by the defaulting  party is not cured within the ninety (90) day period,
the  materially-affected  other party may terminate  this  Agreement,  by giving
notice to the other party to take effect immediately. Provided, however, that if
a breach or default is not cured by MONSANTO  within the ninety (90) day period,
D&PL, to the extent that it shall have been materially affected by such default,
may at its option by giving notice to MONSANTO (i) terminate this Agreement,  or
(ii)  terminate  D&PL'S   obligations  under  Subsection  4.4,  with  all  other
provisions of this Agreement to remain in effect.  Such option  selected by D&PL
shall take effect immediately.  Any termination under this Subsection 10.3 shall
not affect any other rights the notifying party may have under this Agreement.

     10.4 DEFAULT ON PAYMENT:  In the event D&PL  defaults on any payment due to
MONSANTO  pursuant  to  Subsection  4.3(d) or Section 6,  unless the  default is
caused by a default or other action by MONSANTO,  and fails to cure such default
within thirty (30) days of notice by MONSANTO,  MONSANTO shall have the right to
terminate  this  Agreement  by  giving  notice to D&PL.  In the  event  MONSANTO
defaults on any payment due to D&PL pursuant to Section 6, unless the default is
caused by a default  or other  action  by D&PL,  and fails to cure such  default
within  thirty  (30)  days of  notice  by D&PL,  D&PL  shall  have the  right to
terminate this Agreement by giving notice to MONSANTO.

     10.5 EFFECT OF  TERMINATION:  In the event this  Agreement is terminated in
its entirety or with respect to the LICENSED COUNTRY by either D&PL or MONSANTO,
D&PL shall lose all rights and LICENSES granted to it pursuant to this Agreement
with respect to the LICENSED COUNTRY, provided,  however, that if this Agreement
is  terminated  or with respect to the LICENSED  COUNTRY by D&PL on account of a
breach or  default  by  MONSANTO,  D&PL  shall  have the right to sell  LICENSED
COMMERCIAL  SEED then in the  possession of D&PL or which D&PL is then obligated
by contract to take delivery in the LICENSED COUNTRY.

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

                       SECTION 11 -- WARRANTY/LIMITATIONS

     11.1 MONSANTO WARRANTIES: MONSANTO hereby warrants and represents that with
respect to each  LEPIDOPTERAN-ACTIVE  GENE authorized by MONSANTO for COMMERCIAL
SALE, as of its DATE OF APPROVAL FOR  COMMERCIAL  SALE in the LICENSED  COUNTRY,
MONSANTO:  (i) is the  owner  of  such  LEPIDOPTERAN-ACTIVE  GENE  and  MONSANTO
TECHNOLOGY  used in the  development  thereof;  (ii) is owner or licensee of any
applicable  LICENSED  PATENT  RIGHTS;  and (iii) has the  right to  license  (or
sublicense)  D&PL such  LEPIDOPTERAN-ACTIVE  GENE and LICENSED PATENT RIGHTS and
MONSANTO  TECHNOLOGY used in the development  thereof for use under the terms of
this Agreement;

     11.2 MUTUAL WARRANTIES:

          (a) MONSANTO  warrants to D&PL that this License  Agreement  does not,
     and  performance  by  MONSANTO  of  its  obligations  hereunder  will  not,
     contravene  any  provision  of  any  agreement  or  contract  binding  upon
     MONSANTO.

          (b) D&PL  warrants to MONSANTO 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.

     11.3 NO OTHER WARRANTIES: It is expressly understood that D&PL and MONSANTO
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 ANY  LEPIDOPTERAN-ACTIVE  GENE(S),  RELATED MONSANTO TECHNOLOGY,
     LICENSED COMMERCIAL SEED, OR DELTAPINE CULTIVARS;

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

          (c)  ANY   LEPIDOPTERAN-ACTIVE   GENE,  RELATED  MONSANTO  TECHNOLOGY,
     LICENSED  COMMERCIAL SEED, OR DELTAPINE CULTIVARS OR USE THEREOF BEING FREE
     FROM INFRINGEMENT OF PATENTS OTHER THAN LICENSED PATENT RIGHTS.

                        SECTION 12 -- PATENT INFRINGEMENT

     12.1 UTILIZATION OF NON-INFRINGING  TECHNOLOGY:  If, in MONSANTO'S opinion,
the  development,  production,  processing,  use,  export  or sale  of  LICENSED
COMMERCIAL SEED with respect to the LICENSED  COUNTRY,  that has been authorized
for COMMERCIAL SALE in writing by MONSANTO, would infringe a third party patent,
MONSANTO  shall employ  reasonable  business  efforts and judgment to access the
necessary  license from said third party at no additional cost to D&PL, at which
time said patent shall become part of the LICENSED  PATENT  RIGHTS.  If MONSANTO
has alternative  TECHNOLOGY  which MONSANTO can lawfully license for use by D&PL
that obviates the need for said third party license which MONSANTO cannot access
at a reasonable cost and results in plants which exhibit LEPIDOPTERAN RESISTANCE
at the same or greater levels as plants  produced from LICENSED  COMMERCIAL SEED
containing   previously   authorized   TECHNOLOGY,   MONSANTO  shall  make  such
alternative  TECHNOLOGY  available  to D&PL.  D&PL shall  promptly  utilize such
alternative  TECHNOLOGY to avoid the need for such third party license.  Nothing
in this Agreement shall preclude D&PL from  negotiating  directly with any third
party for rights  under  patents or patent  applications  held by a third party.
Provided,  however,  that  any  costs  incurred  by D&PL in  negotiating  for or
acquiring  any third  party  patent  rights  shall not be  credited  against any
payments  due to  MONSANTO  by D&PL  unless  MONSANTO  agrees to such  credit in
writing.

     12.2 DEFENSE OF INFRINGEMENT CLAIMS:

          (a) Subject to the  limitations  of Subsection  12.3,  MONSANTO  shall
     assume the defense of any claim  brought  against D&PL by a third party for
     infringement  of any patent of the LICENSED  COUNTRY  insofar as such claim
     arises solely from D&PL'S use in the LICENSED COUNTRY of transgenic  cotton
     germplasm   provided  by  MONSANTO   pursuant  to  this  Agreement   ("D&PL
     Infringement  Claim")  and,  except as  provided  to the  contrary  in this
     Section 12, shall  assume the legal costs and  expenses of  defending  D&PL
     against any such D&PL  Infringement  Claim.  MONSANTO shall be permitted to
     conduct  such  defense  with   nationally-recognized   patent  counsel  and
     litigation  lawyers  of its  choice  experienced  in  patent  law and shall
     regularly  keep D&PL  informed in writing of the status and progress of the
     suit . If D&PL desires to have its counsel  participate in the  preparation
     of such defense,  trial, or settlement of any D&PL Infringement Claim, such
     participation  shall be at D&PL'S  expense.  Subject to the  limitations of
     Subsection 12.2 and 12.3, MONSANTO shall indemnify D&PL against any and all
     monetary  damages and/or costs actually awarded in such suit or any amounts
     paid in settlement in respect to such an D&PL  Infringement  Claim.  In the
     event that D&PL assumes the defense  against any D&PL  Infringement  Claim,
     MONSANTO  shall have no obligation to defend or indemnify D&PL with respect
     to such D&PL Infringement Claim.

          (b) If the D&PL Infringement Claim is made by a third party, and (i) a
     license  agreement  is  available  on  reasonable  terms to settle the D&PL
     Infringement  Claim, and (ii) D&PL does not accept the proposed  reasonable
     license  agreement,  then  MONSANTO's  liability  under its  obligations to
     defend and  indemnify  D&PL with  respect to such D&PL  Infringement  Claim
     shall be limited to sum of the costs incurred and damages  attributable  to
     D&PL's  activities  prior to the availability of the license plus an amount
     not to exceed the  royalties  and other  monetary  payments that would have
     been payable for D&PL's activities after availability of the license to the
     third party licensor had such license agreement been accepted.

          (c) The obligation of MONSANTO  pursuant to this Subsection 12.2 shall
     apply only if:

               (i) D&PL notifies MONSANTO within ten (10) days of the receipt by
          D&PL  of a  notice  of  an  alleged  or  potential  infringement  of a
          third-party  patent  by  the  production,  use  or  sale  of  LICENSED
          COMMERCIAL SEED or a D&PL Infringement Claim.

               (ii) MONSANTO is given  exclusive  control of the defense of such
          D&PL  Infringement   Claim  and  all  negotiations   relating  to  its
          settlement; provided however that, MONSANTO shall keep D&PL advised of
          the status of the D&PL  Infringement  Claim and any such  negotiations
          and that any settlement by MONSANTO which has or reasonably could have
          a substantial  direct financial impact on D&PL shall require the prior
          written  approval  of D&PL which shall not be  unreasonably  withheld;
          provided further that for the purposes of this Subsection 12.2(c)(ii),
          a settlement which requires the payment of not more than the remaining
          indemnification  amount of Subsection 12.3 to the  third-party  patent
          owner and would  require  no further  payment to said third  party for
          continued development,  production, use or sale of LICENSED COMMERCIAL
          SEED  shall not be  considered  to have a direct  financial  impact on
          D&PL; and

               (iii) D&PL  promptly  provides to the  attorney(s)  defending the
          action  all  relevant   information  in  its   possession   (excluding
          information  covered by confidentiality  obligations to third parties)
          reasonably  requested by MONSANTO and reasonably  makes  available all
          personnel of D&PL for depositions,  testimony and  consultations,  and
          provides such technical assistance reasonably requested by MONSANTO to
          the  extent  necessary  for the  conduct of the suit and to the extent
          that D&PL has the power and the legal right to do so.

          (d) In the  event of a D&PL  Infringement  Claim or an  allegation  of
     infringement  of a  third-party  patent in the  LICENSED  COUNTRY  and if a
     reasonable  license agreement with that third party is not available,  then
     D&PL shall,  upon the written request of MONSANTO promptly cease and desist
     the infringing  activity.  If D&PL does not cease and desist such activity,
     MONSANTO  shall have no obligation to defend or indemnify D&PL with respect
     to any such D&PL Infringement Claim.

     12.3  LIMITATION OF LIABILITY:  MONSANTO's  total liability at any time for
all indemnification payments to third parties for patent infringement,  payments
made in settlement  thereof,  and costs  associated with the defense of all D&PL
Infringement  Claims, shall not cumulatively exceed, the total amount of (i) NET
LICENSE FEES retained by MONSANTO  after payment of the amount due to D&PL under
Section 6.1, including those fees retained by MONSANTO for sales in the LICENSED
COUNTRY  prior to the  EFFECTIVE  DATE,  plus (ii) the ROYALTY,  if any, paid to
MONSANTO by D&PL, all for sales in the applicable LICENSED COUNTRY.

     12.4 SUSPECTED  INFRINGEMENT OF LICENSED  PATENT RIGHTS:  In the event D&PL
learns of suspected  infringement of LICENSED PATENT RIGHTS,  then to the extent
that D&PL is lawfully  permitted  to do so, D&PL shall  notify  MONSANTO to such
effect and provide MONSANTO with the evidence concerning suspected  infringement
in D&PL'S  possession.  MONSANTO shall use reasonable  efforts to terminate such
infringement without litigation. Nothing herein shall be construed as conferring
on D&PL any right to bring suit for infringement of LICENSED PATENT RIGHTS.

     12.5 EFFECT OF INVALIDITY OF LICENSED PATENT RIGHTS: In the event any claim
of  LICENSED  PATENT  RIGHTS is  declared  invalid or  unenforceable  by a final
judgment of a court having  competent  jurisdiction,  the LICENSES granted under
Section 3 shall  terminate and have no force or effect as to the subject  matter
covered by that  claim.  However,  subject to the  provisions  of Section 6, the
LICENSES  shall  continue  with respect to any  remaining  patent  claims within
LICENSED PATENT RIGHTS.

     12.6 SUSPECTED  MISAPPROPRIATION OF MONSANTO TECHNOLOGY:  In the event D&PL
learns of any suspected  misappropriation  by a third party of a gene which is a
candidate to become a  LEPIDOPTERAN-ACTIVE  GENE or other  MONSANTO  TECHNOLOGY,
furnished by MONSANTO, or progeny thereof, to the extent that it may lawfully do
so, D&PL shall notify MONSANTO,  provide MONSANTO with the available information
concerning  the  suspected  misappropriation,  and  cooperate  with  MONSANTO to
terminate  such  misappropriation  and/or obtain  redress  therefor,  but at the
expense of MONSANTO.

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

     13.1  PROCEDURE  AND  INDEMNITIES  FOR VENDEE  CLAIMS:  In the event that a
purchaser  of  LICENSED  COMMERCIAL  SEED  makes a claim that one or both of the
parties have breached a warranty for the LICENSED COMMERCIAL SEED or that it has
otherwise failed to provide the expected performance, whether such claim is made
in a governmental forum, such as a court, or by communicating  directly with one
of the parties or a distributor of LICENSED  COMMERCIAL SEED, then the following
shall apply:

          (a) Neither party shall  communicate  to such  purchaser  (hereinafter
     "claimant")  that the alleged failure is due to the TECHNOLOGY of the other
     party.

          (b) A party  receiving  notice of a claim or action  shall  notify the
     other within fifteen days of receipt by the party.

          (c) In the case of any  settlement  in which a party expects the other
     party to share all or any  portion of the cost of  settlement,  the parties
     shall first have agreed to any settlement offer prior to its  communication
     to the claimant, including who shall be responsible for what portion of the
     settlement  payment (whether in cash or goods or services).  Alternatively,
     such   agreement   may  include  the   agreement  to  refer  the  issue  of
     responsibility to arbitration as provided in Subsection 13.1(e)(iv) below.

          (d) The parties shall  jointly  defend any formal action by a claimant
     or class of claimants.

          (e) The  parties  shall  indemnify  each  other  for the costs of such
     defense and any damages awarded or paid by way of a settlement  agreed upon
     as provided  in  Subsection  13.1(c)  (together,  the "action  costs") as a
     result of such action on the following basis:

               i) If the LICENSED  COMMERCIAL SEED involved in the action failed
          to meet the SEED  PURITY  STANDARD  or if the  DELTAPINE  CULTIVAR  or
          COTTON PLANTING SEED is the cause of the alleged failure regardless of
          the  presence  of  the  LEPIDOPTERAN-ACTIVE   GENE,  then  D&PL  shall
          indemnify MONSANTO for one hundred percent of the action costs; or

               ii) If the LICENSED  COMMERCIAL  SEED involved in the action also
          contained a ROUNDUP  READY(R) GENE,  and the claimant used  ROUNDUP(R)
          herbicide  sourced  from  MONSANTO  over the  plants  grown  from such
          LICENSED COMMERCIAL SEED, and such ROUNDUP(R) herbicide is shown to be
          defective,  and such defect is the cause of the alleged failure,  then
          MONSANTO shall  indemnify  D&PL for one hundred  percent of the action
          costs; or

               iii) If neither of (i) or (ii)  applies,  then if the presence of
          the  LEPIDOPTERAN-ACTIVE   GENE  or  the  ROUNDUP  READY(R)  GENE,  if
          applicable, or a failure of performance of either GENE is the cause of
          the alleged failure of the LICENSED COMMERCIAL SEED, MONSANTO shall be
          responsible for a percentage of the action costs equal to the MONSANTO
          ROYALTY PERCENTAGE  applicable to the sale of the LICENSED  COMMERCIAL
          SEED which led to the action  and D&PL  shall be  responsible  for the
          balance of the action costs, (and each party indemnifies the other for
          such amount), provided that D&PL shall have no responsibility for such
          action  costs in the event  that  breach  of an  express  warranty  by
          MONSANTO  or its agents  gave rise to the cause of action and D&PL had
          not agreed to the terms of such express  warranty,  and that  MONSANTO
          shall have no  responsibility  for such action costs in the event that
          breach of an express  warranty  by D&PL or its agents gave rise to the
          cause of  action  and  MONSANTO  had not  agreed  to the terms of such
          express warranty; or

               iv) If MONSANTO and D&PL do not agree on which of (i),  (ii),  or
          (iii)  applies,  then the  parties  shall  submit to  arbitration,  as
          provided in Section  10.11 of the OPTION  AGREEMENT,  the issue of the
          cause of the alleged  failure of  LICENSED  COMMERCIAL  SEED,  and, if
          necessary, the liability of each party under this agreement, following
          the allocations provided in this Section 13.1(e), provided that (A) if
          the Arbitrator  determines  that no one of (i), (ii), or (iii) applies
          but also  determines  that the cause for the  alleged  failure  can be
          allocated  with  reasonable  certainty  among  MONSANTO  and  D&PL  in
          percentage  terms,  the  Arbitrator  may  allocate the action costs in
          accordance  with  such  finding  concerning  cause,  but  (B)  if  the
          Arbitrator  cannot  determine  the  cause of the  alleged  failure  of
          performance  under the above  provisions  of this Section  13.1,  then
          MONSANTO  shall be  responsible  for a percentage  of the action costs
          equal to the MONSANTO ROYALTY PERCENTAGE applicable to the sale of the
          LICENSED  COMMERCIAL  SEED  which led to the  action and D&PL shall be
          responsible  for the  balance  of the  action  costs  (and each  party
          indemnifies the other for such amount).  The  arbitrator(s)  shall not
          have the power to alter,  amend, or otherwise affect the terms of this
          Agreement.

          (f) In the event that  information  comes to the  attention  of either
     MONSANTO or D&PL that a change in conditions has occurred which  reasonably
     necessitates a modification of performance  warranty(ies) previously agreed
     upon by the  parties,  the party having such  information  shall notify the
     other party within sixty (60) days after  receipt of such  information  and
     MONSANTO  and D&PL  shall each act in good  faith to reach  agreement  upon
     appropriate modification(s) of such performance warranty(ies).

          (g) In the event information which has been reasonably  verified comes
     to either MONSANTO'S or D&PL'S attention any time after mutual agreement on
     express  performance  warranty(ies)  which at the time of its  receipt  and
     verification  would be  reasonably  convincing to an expert in the relevant
     field that the express performance warranty(ies) should be modified and the
     party  with  such  information  does not  notify  the  other  party of such
     information  within sixty (60) days thereafter,  then the party withholding
     such  information  shall be solely  liable for the costs of all such claims
     arising from the alleged breach of such express  performance  warranty(ies)
     in connection  with sales  occurring  between (1) the date on which D&PL in
     the exercise of reasonable  commercial  diligence  could have  disseminated
     effective  legally-binding  modification(s)  of  such  express  performance
     warranty(ies)  had such  information  been  known to it and (2) the date on
     which D&PL does,  or in the  exercise of  reasonable  commercial  diligence
     could,  disseminate  effective  legally-binding   modification(s)  of  such
     performance warranty(ies), and the party withholding such information shall
     indemnify  and hold the other party  harmless  from and against any and all
     damages or other  liabilities  arising  from such  claims and for any extra
     expenses  arising  from its  delay in  notifying  the  other  party of such
     information.

     13.2 FAILURE TO COMPLY WITH REQUIRED  PROCEDURES:  If a party  breaches the
provisions  of Section 13.1 with respect to a claim or claims by  purchasers  of
LICENSED  COMMERCIAL  SEED,  then  that  party  shall  be  one  hundred  percent
responsible  for the costs of settling or  defending  such  claim(s) and for any
damages awarded as a result of actions involving such claim(s).

     13.3 D&PL'S INDEMNITY FOR VENDEES CLAIMS:  EXCEPT AS EXPRESSLY  PROVIDED IN
SUBSECTIONS  13.1 AND 13.2,  D&PL SHALL DEFEND AND INDEMNIFY  AGAINST,  AND HOLD
MONSANTO AND ITS EMPLOYEES,  DIRECTORS,  OFFICERS AND AGENTS  HARMLESS FROM, ANY
LOSS, COST,  LIABILITY OR EXPENSE  (INCLUDING COURT COSTS AND REASONABLE FEES OF
ATTORNEYS AND OTHER PROFESSIONALS) INCURRED FROM ANY CLAIM BY COTTON FARMERS WHO
PURCHASE, AND OF DISTRIBUTORS AGAINST WHOM SUCH FARMERS MAY MAKE CLAIMS, ARISING
OR IN ANY WAY CONNECTED WITH LICENSED COMMERCIAL SEED, ANY PLANT GROWN THEREFROM
OR THE PERFORMANCE OF EITHER. PROVIDED,  HOWEVER, THAT: (I) D&PL SHALL HAVE SOLE
CONTROL  OF  SUCH  DEFENSE  AND ALL  NEGOTIATIONS  RELATING  TO ITS  SETTLEMENT;
PROVIDED  HOWEVER THAT,  D&PL SHALL KEEP  MONSANTO  ADVISED OF THE STATUS OF THE
CLAIM AND ANY SUCH  NEGOTIATIONS  AND THAT ANY  SETTLEMENT  BY D&PL WHICH HAS OR
COULD  REASONABLY HAVE A SUBSTANTIAL  DIRECT  FINANCIAL IMPACT ON MONSANTO SHALL
REQUIRE THE PRIOR WRITTEN  APPROVAL OF MONSANTO WHICH SHALL NOT BE  UNREASONABLY
WITHHELD;  (II) THE OBLIGATION TO INDEMNIFY IS  CONDITIONAL  ON MONSANTO  HAVING
NOTIFIED  D&PL  WITHIN  THIRTY  (30)  DAYS  OF  THE  RECEIPT  BY  MONSANTO  OF A
PERFORMANCE CLAIM SUBJECT TO THIS INDEMNIFICATION;  (III) IF MONSANTO DESIRES TO
HAVE ITS COUNSEL  PARTICIPATE  IN THE  PREPARATION  OF SUCH DEFENSE,  TRIAL,  OR
SETTLEMENT  OF ANY CLAIM  SUBJECT TO THIS  INDEMNIFICATION,  SUCH  PARTICIPATION
SHALL BE AT MONSANTO'S EXPENSE; (IV) IF MONSANTO ASSUMES THE DEFENSE AGAINST ANY
SUCH CLAIM,  D&PL SHALL HAVE NO OBLIGATION TO DEFEND OR INDEMNIFY  MONSANTO WITH
RESPECT TO SUCH CLAIM; AND (V) MONSANTO MUST PROMPTLY PROVIDE ALL INFORMATION IN
ITS POSSESSION  REASONABLY REQUESTED BY D&PL AND MAKE AVAILABLE ALL PERSONNEL OF
MONSANTO  FOR  DEPOSITIONS,   TESTIMONY  AND  CONSULTATIONS,  AND  PROVIDE  SUCH
TECHNICAL  ASSISTANCE  REASONABLY  REQUESTED BY D&PL TO THE EXTENT NECESSARY FOR
THE CONDUCT OF THE SUIT.

                              SECTION 14 -- GENERAL

     14.1 ASSIGNMENT OF D&PL'S RIGHTS AND OBLIGATIONS: D&PL shall have the right
to assign this Agreement in connection with the  reorganization,  consolidation,
spin-off,  sale, or transfer of substantially all of the stock or assets related
to that  portion  of its  business  pertaining  to the  subject  matter  of this
Agreement,  either alone or in conjunction with other D&PL businesses as part of
an overall  reorganization  of D&PL.  The assignee  shall agree in writing to be
bound by all terms of this Agreement, and D&PL shall thereafter be released from
all obligations hereunder.  In addition, D&PL shall have the right to assign its
respective  rights or obligations  and delegate its  performance  hereunder,  in
whole or in part, to any one of its affiliates  which carries out the activities
licensed under this Agreement;  provided, however, that D&PL shall remain liable
for the obligations of that affiliate hereunder.  Except as provided above, D&PL
shall not (by operation of law or otherwise) assign, mortgage, give as security,
or license 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  Agreement),  except  with the  written
consent of MONSANTO.

     14.2 ASSIGNMENT OF MONSANTO'S  RIGHTS AND OBLIGATIONS:  MONSANTO shall have
the  right to assign  this  Agreement  in  connection  with the  reorganization,
consolidation,  spin-off, sale, or transfer of substantially all of the stock or
assets related to that portion of its business  pertaining to the subject matter
of this Agreement, either alone or in conjunction with other MONSANTO businesses
as part of an overall  reorganization  of MONSANTO.  The assignee shall agree in
writing  to be bound by all the  terms of this  Agreement,  and  MONSANTO  shall
thereafter be released from all  obligations  hereunder.  In addition,  MONSANTO
shall have the right to assign its respective rights or obligations and delegate
its  performance  hereunder,  in  whole  or in  part,  to any of its  affiliates
provided,  however,  that  MONSANTO  shall  remain  liable  for all  obligations
hereunder.  Except as provided above, MONSANTO shall not (by operation of law or
otherwise)  assign,  mortgage,  give as  security,  or license any of its rights
hereunder,  nor  shall  MONSANTO  subcontract  or  delegate  (other  than in the
ordinary  course  of  business)  any of its  obligations  hereunder  (except  as
otherwise provided in this Agreement), except with the written consent of D&PL.

     14.3 RELATION OF PARTIES:  Nothing in this  Agreement  shall create,  or be
deemed to create,  a  partnership,  or the  relationship  of principal and agent
among the  parties.  No  provision  of this  Agreement is intended to be for the
benefit of or enforceable by any third party.

     14.4  INTEGRATION  OF  CONTRACT:   This  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.  Except as provided in Section 3.13, all
prior agreements,  negotiations,  dealings and  understandings,  whether oral or
written,  regarding the subject  matter hereof are hereby  superseded and merged
into this Agreement.

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

     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 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  Agreement,  and all Appendices  referred to herein are
Appendices attached hereto.

     14.8 PARTIAL INVALIDITY:  If any provision of this Agreement is held by any
competent  authority to be invalid or  unenforceable  in whole or in part,  this
Agreement shall continue to be valid as to the other provisions  thereof and the
remainder  of  the  affected  provision;   provided,   however,   that  if  such
determination  of invalidity or  unenforceability  substantially  diminishes the
value of the Agreement to a party, then the parties shall promptly  negotiate in
good faith to modify the agreement as necessary to make it fair and equitable to
both parties.  If the parties fail to agree upon  modifications of the agreement
to resolve the issue within ninety (90) days from  commencement of negotiations,
either party may then  terminate  the  agreement by written  notice given within
thirty  (30)  days  after  expiration  of said  ninety  (90)  day  period,  said
termination to take effect one year after commencement of negotiations.

     14.9 GOVERNING  CONTRACT LAW: This 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 rules of conflicts of law).

     14.10 NOTICES:  Any notice or other  information  required or authorized by
this  Agreement  to be given by any party to the other shall be given in writing
and shall be deemed sufficiently given when delivered by hand, or transmitted by
express mail or overnight courier service,  or transmitted by facsimile or other
means of electronic  data  transmission,  confirmed by express mail or overnight
courier  service,  to the  following  addresses of the other party or such other
address(es) as is (are) notified to the subject  parties by the other party from
time to time.

         If to D&PL:         Delta and Pine Land Company
                             One Cotton Row
                             Scott, Mississippi  38772
                             Attention:  President

         If to MONSANTO:     Monsanto Company
                             800 North Lindbergh Boulevard
                             St. Louis, Missouri  63167
                             Attention:  Global Product Management, Cotton

     14.11 INCORPORATION OF EXHIBITS: The Appendices are incorporated herein and
made a part hereto.

     IN WITNESS  WHEREOF,  this  Agreement has been executed by duly  authorized
representatives of the parties herein.


                                         DELTA AND PINE LAND COMPANY

                                         By:________________________________

                                         Title:_____________________________


                                         MONSANTO COMPANY

                                         By:________________________________

                                         Title:_____________________________



<PAGE>


                                   APPENDIX 1

                             LICENSED PATENT RIGHTS



Patent Application ______


<PAGE>



                                   APPENDIX 2

                       BOLLGARD(R) GENE TRADEMARK LICENSE


<PAGE>


                    BOLLGARD(R) TRADEMARK LICENSE FOR MEXICO


     This  Agreement,  made  as of the day of  November,  2000,  by and  between
Monsanto  Company,  a corporation  organized and existing  under the laws of the
State of Delaware, having its principal place of business at 800 North Lindbergh
Boulevard,  St. Louis,  Missouri 63167 (hereinafter  referred to as "MONSANTO"),
and Delta and Pine Land Company,  organized  and existing  under the laws of the
State of  Delaware,  having a  principal  place of  business  at One Cotton Row,
Scott, Mississippi 38772 (hereinafter referred to as "LICENSEE")

                                  WITNESSETH:

WHEREAS, MONSANTO is the owner of the trademark, which is the subject of Mexican
trademark  registrations  222783 and 313921 for BOLLGARD(R)  Genes  (hereinafter
referred to as the "BOLLGARD(R) Trademark");

WHEREAS, MONSANTO and LICENSEE have entered into a license agreement for sale by
LICENSEE of cotton  seed  containing  a  LEPIDOPTERAN-ACTIVE  GENE  (hereinafter
referred to as the "LICENSE AGREEMENT"); and

WHEREAS,  LICENSEE desires to obtain a license to use the BOLLGARD(R)  Trademark
in  connection  with the sale in Mexico of  transgenic  cotton  seed  containing
insect resistance genes licensed by MONSANTO pursuant to the LICENSE AGREEMENT;

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

     1.  MONSANTO  hereby  grants to  LICENSEE,  subject to all of the terms and
conditions herein contained,  a non-exclusive,  royalty-free  license to use the
BOLLGARD(R)  Trademark  on or in relation to cotton seed which  contains  insect
resistance genes and which has been produced  pursuant to the LICENSE  AGREEMENT
(hereinafter  referred to as "Goods").  This license  shall be  assignable  to a
third party only in the manner  specified  in  Subsections  14.1 and 14.2 of the
LICENSE  AGREEMENT  and only as part and parcel of an  assignment of the LICENSE
AGREEMENT.

     2. LICENSEE agrees that it will use the  BOLLGARD(R)Trademark on all Goods,
but only on  Goods  which  meet the all  standards  for  quality  set out in the
LICENSE AGREEMENT.

     3.  MONSANTO  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 BOLLGARD 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 MONSANTO and shall not be
used for any competitive purpose whatsoever.

     4.  LICENSEE  shall  have the  right to use the  BOLLGARD(R)  Trademark  in
advertising  and  promotional  literature  and the like,  as well as on  labels,
packaging,  containers  and the like, for the Goods.  LICENSEE  agrees that each
such use of the BOLLGARD(R) Trademark shall be in accordance with the provisions
of  Section  3.6 of the  LICENSE  AGREEMENT  and  agrees  that  the  BOLLGARD(R)
Trademark  shall be used only with the (R)  symbol  which  shall be keyed to the
footnote  "Registered  trademark  of,  and used  under  license  from,  Monsanto
Company".  LICENSEE further agrees to submit to MONSANTO  representative samples
of labels, packaging, containers,  advertising,  promotional materials and other
materials to which the BOLLGARD(R) Trademark is applied.

     5. LICENSEE acknowledges MONSANTO'S exclusive ownership of all right, title
and interest in and to the BOLLGARD(R)  Trademark and agrees that LICENSEE's use
of the BOLLGARD(R)  Trademark  shall inure to the benefit of MONSANTO.  LICENSEE
further agrees that it will in no way dispute,  impugn or attack the validity of
said BOLLGARD(R) Trademark or MONSANTO'S rights thereto.

     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 BOLLGARD(R)  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  MONSANTO to that  effect.  Provided,  however,  that
LICENSEE shall have ninety (90) days from the receipt of such notice to cure any
breach or default.

     8. LICENSEE agrees to notify MONSANTO promptly of any apparent infringement
of the  BOLLGARD(R)  Trademark.  MONSANTO 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. MONSANTO agrees to indemnify and hold LICENSEE harmless from and against
all  claims,  suits,  damages  and  costs  arising  out of a claim of  trademark
infringement  on  account  of  LICENSEE's  use  of  the  BOLLGARD(R)  Trademark.
Provided, however, that LICENSEE shall promptly notify MONSANTO of such claim or
suit and shall reasonably cooperate with MONSANTO in the defense thereof.

     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.


                                      MONSANTO COMPANY
 WITNESS
                                      By

                                      Title




                                      DELTA AND PINE LAND COMPANY

WITNESS
                                      By

                                      Title



<PAGE>



                                   APPENDIX 3

                             Quality Specifications

Seed Production
All production of LICENSED COMMERCIAL SEED must follow guidelines of an approved
Quality Assurance  Program.  Seed production fields for any LICENSED  COMMERCIAL
SEED must be  inspected  by the State Crop  Improvement  Association  inspector,
trained  qualified  third party  inspectors  or trained  qualified  D&PL company
inspectors.


Presence of LEPIDOPTERAN-ACTIVE GENE in LICENSED COMMERCIAL SEED

All seed lots must be tested to verify  that at least 98% of the  finished  seed
contains the  LEPIDOPTERAN-ACTIVE  GENE.  D&PL must conduct  these tests on each
seed lot using a protocol  approved by MONSANTO.  Data should be  maintained  in
D&PL's  possession  for at least three (3) years  following the last sale of the
seed. Data shall promptly be made available to MONSANTO upon request.

Breeder seed lots will be sampled and tested for verification of the presence of
the  intended  event(s)  and the absence of  unintended  events  using  MONSANTO
approved  assays and  tolerances.  The term  "unintended  event"  shall mean DNA
molecules, vector, or constructs (or replicates thereof) not naturally occurring
in  cotton  and  not  intended  to be  present  in the  variety.  Tolerances  of
unintended  events  will  be as set  forth  in the  definition  of  SEED  PURITY
STANDARD.  Seed will not be  offered  for sale  unless it meets the  appropriate
threshold.

MONSANTO shall have a right to audit D&PL's quality  control  program  through a
confidential  examination  to be made by a  qualified  third  party,  reasonably
acceptable to D&PL, who may take and test  sub-samples from the samples retained
by D&PL. All test results,  inspection  records,  and other quality assurance or
quality control  documentation  shall be available to such auditor upon request.
The third party auditor may not disclose  D&PL's  methods for quality  assurance
but shall report to MONSANTO whether D&PL is in compliance with the requirements
of the SEED PURITY STANDARD.

Costs

All costs associated with Quality Assurance programs shall be borne by D&PL.



<PAGE>


                                   APPENDIX 4

             PROCEDURE FOR ARCHIVING/STORAGE OF SAMPLES OF SEED LOTS

         1.1  Purpose.
         The 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 pertinent State and Federal Seed Law requirements, for the
development of historical data, and for confirmation and evaluation in the event
of customer  inquiries  and legal  claims and to confirm  MONSANTO'S  and D&PL'S
legal rights and/or obligations under this Agreement.

         1.2  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 bags 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 sample quality,  where such storage conditions
are commercially  reasonable,  samples will be stored in either  air-conditioned
storage,  or in dry, arid  environments  where relative humidity and temperature
combined  do not  exceed  100 (when the  temperature  is  expressed  in  degrees
Fahrenheit).

         (4) Access to these samples will be restricted to persons authorized 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  (approximately 0.5 pounds) of every file sample will be kept at another
D&PL location.

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

         (7)  MONSANTO  reserves  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 MONSANTO whether D&PL is in compliance with the requirements of this Appendix
4


<PAGE>


                                   APPENDIX 5

                             GENE EQUIVALENCY TESTS


Objective: Ensure that new DELTAPINE LEPIDOPTERAN-ACTIVE CULTIVARS (hereafter in
Appendix  5  referred  to  as  "new  varieties")  meet  a  minimum  standard  of
performance relative to insecticidal protein expression.

Background:  This  protocol  is  designed  for the  purpose of testing  such new
varieties to ensure that they express the B.t. TOXIN(S) at a level that is equal
to or greater than a standard  established  by MONSANTO.  New varieties  will be
tested at representative locations throughout the cotton growing areas of target
world areas and protein expression determined through laboratory bioassays. Each
location  will include  standard  varieties  appropriate  for the world area and
candidate  varieties must meet or exceed the  expression  levels of the standard
varieties.  Standard  varieties  to be used in such trials  shall be selected by
mutual   agreement  of  MONSANTO  and  D&PL,   consent  to  which  agreement  on
identification  of  standard  varieties  shall not be  unreasonably  withheld or
delayed by either party.


Experimental  Design: All new candidate varieties and the appropriate  standards
must be planted at six  locations.  Single row strip plots should be used.  Each
row  should  be no less  than 10 meters in  length.  The plots  areas  should be
uniform in terms of soil properties and agronomic management.

Plot  Management:   Good  agronomic  management  practices  should  be  used  as
appropriate for the site. Use in-furrow and maintenance  insecticides as needed.
Plant growth regulators should be used as appropriate.

Sampling: Two plant parts will be sampled at three times across all varieties at
each location.  Plants with a first position white flower should be selected for
sampling.  The first position  white flower is used as a reference  point in the
plant. Ten plants should be sampled per plot for each sampling date. Plants with
aberrant  growth  patterns,  such as "crazy cotton"  should not be sampled.  All
10-plant samples for each variety/plant part should be placed in the same sample
bag and immediately  placed on ice. Samples should be frozen as soon as possible
after  leaving the field.  Samples  may be stored for short  periods in a normal
freezer prior to shipping.

         Plant parts:

         1.   Terminal leaf 2.5 cm in diameter
         2.   Fruiting structure

                  _   At first two sampling times  (sampling  times 1 & 2 below)
                      collect the first position  squares  located 2 nodes above
                      the first position white flower
                  _   At the  third  sampling  time  (sampling  time 3  below)
                      collect  the  first  position  boll immediately below the
                      white flower

         Sample Times:

          1.   10 -14  days  post  first  flower  (first  flower  is  the  point
               when1/2of the varieties have started blooming)
          2.   Two weeks post first sampling
          3.   Four weeks post first sampling



Plant  Growth  Stage  Documentation:  At the  third  sampling  time  record  the
following parameters for each plant sampled:

         _    Node of first position white flower
         _    Nodes above white flower  (NAWF),  i.e. where the terminal node is
              the upper most node with a leaf greater than 2.5-cm in diameter.
         _    Date

Sample Shipment: Plant samples should remain frozen at all times. Samples should
be packed in dry ice and shipped overnight to the designated lab.


Environmental Data: Any abnormal weather conditions should be recorded,  such as
extremes in temperature,  rainfall, drought, water logged soils, etc. Record the
timing extent and duration of the abnormal weather  conditions.  Also record any
unfavorable or unusual management practices that might cause stress or excessive
growth  in the  plants  such as  over/under  irrigation,  too  much  fertilizer,
herbicide damage, etc.

 Efficacy  Standard:  To meet the minimum  standard of  performance  the average
expression  across all  locations  within a plant part  (squares  and bolls) and
within a sampling time must not be statistically  lower than the standard at the
95%  confidence  level.  This  criteria  must be met for all  plant  part/timing
samples.  In completing  the  statistical  analysis  locations are to be used as
blocks.

 NOTE:  Terminal leaves are being collected but not used as part of the efficacy
standard.  These samples will be used to monitor  expression  in foliar  tissue.
MONSANTO reserves the right to include a reasonable  minimum level of expression
in these samples in the future.

Varieties  that have passed the above  mentioned  protocol  for two years in any
world area may be considered exempt from additional Gene Equivalency  trials and
approved for sale in the licensed  country based on mutual agreement of MONSANTO
and D&PL, such agreement not to be unreasonably withheld or delayed.

Commercial seed production and commercial agronomic testing may be started after
a variety  passes one year of Gene  Equivalency  trials if  approval is obtained
from  MONSANTO  in  writing.  Commercial  agronomic  testing  should  not exceed
whichever  is  smaller:  10,000  acres or one half  percent of the total  cotton
acreage in the MARKET.

 All costs associated with Gene  Equivalency  Trials shall be borne by D&PL. The
cost of the  protein  expression  studies  will be $3,000 per entry for the 2001
season.


<PAGE>



                                   Appendix 6

                           VARIETY COMPARISON PROTOCOL


D&PL will conduct trials in each MARKET in each FISCAL YEAR and will include all
D&PL varieties containing a LEPIDOPTERAN-ACTIVE GENE that are being sold in that
MARKET that year.

The trials will have at least 4 replications,  2 rows, and be at least 15 meters
in length.  The check  variety(ies)  shall be  determined  according  to Section
4.3(b).  Fields will be managed agronomically and for pest control based on best
cultural practices for maximizing return of the competitive  variety.  Data will
be collected on yield and fiber properties.

Trials will be summarized and the data presented to MONSANTO by thirty (30) days
prior to the dates set in Section  7.2.  All data will be  presented to MONSANTO
for review,  but only trials  with valid  L.S.D.'s  0.05 will be included in the
summary  analysis which will compare D&PL varieties to the control  variety(ies)
for the applicable  season(s).  D&PL must provide at least two trials per FISCAL
YEAR and per MARKET that meet this  criterion.  Data shall be evaluated using an
analysis  of variance  across  years,  locations,  and  varieties.  The LSD 0.05
threshold for treatment mean  separation  will be 135 for trials with an average
lint yield of 300 pounds per acre.  The LSD  threshold  will  increase  by 5 for
every 100 pound  increase in average  lint yield;  e.g., a trial with an average
lint yield of 1000 pounds per acre will be  considered  valid if the LSD 0.05 is
less than or equal to 170 (i.e.,  135 + 35 = 170). Seed cotton weights and LSD's
will be  converted to lint  equivalents  using a gin turn out of 0.35% if actual
lint percentages are not available.


<PAGE>
Exhibit 10.34
                       ROUNDUP READY(R) LICENSE AGREEMENT
                        FOR THE REPUBLIC OF SOUTH AFRICA


     THIS  AGREEMENT is made as of the _________ day of September,  2001, by and
between Monsanto Company, a subsidiary of Pharmacia Corporation,  having a place
of business at 800 North Lindbergh  Boulevard,  St. Louis,  Missouri 63167,  and
Delta and Pine Land  Company,  having a place of  business  at One  Cotton  Row,
Scott, Mississippi 38772.

                             SECTION 1 -- BACKGROUND

     1.1  MONSANTO  has  developed  and has a present  intention  to continue to
develop  TECHNOLOGY  which is useful in the production of  genetically  modified
cotton plants  exhibiting  tolerance to GLYPHOSATE  and also  possesses  certain
know-how and germplasm relating to such cotton plants.

     1.2 MONSANTO,  D&M PARTNERS, and D&PL have entered into the RR GENE LICENSE
pertaining to the  commercialization of the above-described  MONSANTO TECHNOLOGY
in the United States.

     1.3 Simultaneously with the execution of the RR GENE LICENSE,  MONSANTO and
D&PL entered into the OPTION  AGREEMENT in which MONSANTO granted to D&PL rights
to obtain nonexclusive licenses to commercialize  MONSANTO TECHNOLOGY pertaining
to ROUNDUP READY(R) GENES in certain countries outside the United States.

     1.4 The parties  wish to enter into this  Agreement  pursuant to the OPTION
AGREEMENT and set forth the rights and  obligations of the parties,  relevant to
the sale of  DELTAPINE  ROUNDUP  READY(R)  CULTIVARS  in the  Republic  of South
Africa.

                           SECTION 2 - INTERPRETATION

     2.1 DEFINITIONS: In this Agreement, unless the context otherwise requires:

          2.1.1 The term "AVERAGE UNIT GROSS MARGIN  PERCENTAGE" with respect to
     a particular  CLASS of COTTON PLANTING SEED means one minus the quotient of
     the COST OF GOODS  SOLD  divided by the  WHOLESALE  PRICE per unit for that
     particular  CLASS averaged over all units of that particular  CLASS sold in
     the applicable FISCAL YEAR, expressed as a percentage.

          2.1.2 The term "B.t.  TOXIN" means the  insecticidal  protein  derived
     from  Bacillus  thuringiensis,   and  any  active  fragment,  modification,
     deletion, or mutation thereof, which is toxic to LEPIDOPTERAN INSECTS.

          2.1.3  The  term  "CLASS"  means  a  type  of  COTTON   PLANTING  SEED
     categorized  by the  presence  or absence  of a trait or traits  introduced
     using the  biotechnology  of MONSANTO or another.  An example of a class is
     LICENSED  COMMERCIAL  SEED  containing  only  a  LEPIDOPTERAN-ACTIVE  GENE;
     another   example  is   LICENSED   COMMERCIAL   SEED   containing   both  a
     LEPIDOPTERAN-ACTIVE GENE and a ROUNDUP READY(R) GENE.

          2.1.4 The term "COMBINED PRODUCT" shall mean LICENSED  COMMERCIAL SEED
     which also contains the LEPIDOPTERAN-ACTIVE GENE .

          2.1.5 The term  "COMMERCIAL  DEVELOPMENT"  of a ROUNDUP  READY(R) GENE
     means the  evaluation of such ROUNDUP  READY(R)GENE  by D&PL in one or more
     DELTAPINE  CULTIVARS  and/or  by  a  third  party  in  such  third  party's
     cultivars.

          2.1.6 The term  "COMMERCIAL  SALE" with respect to a ROUNDUP  READY(R)
     GENE  means  sale or other  transfer  for  value of  COTTON  PLANTING  SEED
     containing  such  ROUNDUP  READY(R)  GENE for use in producing a commercial
     commodity  cotton crop (other  than sale or other  transfer  for testing or
     seed multiplication on behalf of the transferor).

          2.1.7 The term  "COMPENSATION  PERIOD"  means,  with  respect  to each
     ROUNDUP  READY(R) GENE,  that period of time pursuant to Subsection  6.3(a)
     that D&PL is  obligated  to pay the ROYALTY to MONSANTO for sale of LICENSE
     COMMERCIAL SEED containing that particular ROUNDUP READY(R) GENE.

          2.1.8 The term  "COST OF GOODS  SOLD"  with  respect  to a  particular
     NON-GLYPHOSATE TOLERANT COTTON SEED or a LICENSED COMMERCIAL SEED means the
     average of the sums of all costs  required  to  acquire  and  prepare  that
     particular  seed.  Such  costs  shall  be  calculated  in  accordance  with
     generally  accepted  accounting  principles  applied under D&PL's inventory
     costing policies. Such costs will include all direct and indirect costs for
     fuzzy  seed,  field  inspection,  quality  assurance,  bulk seed  handling,
     storage, processing, conditioning,  delinting, treating, seed treatment(s),
     packaging  costs,  storage of bagged seed, plus cost of dump seed less cull
     seed sales.

          2.1.9 The term  "COTTON  PLANTING  SEED"  means  cotton  seed which is
     intended for and has been so produced and conditioned as to be suitable for
     planting to produce a commercial cotton crop.

          2.1.10 The term "D&M PARTNERS" means the partnership  between D&PL and
     MONSANTO created under the PARTNERSHIP AGREEMENT.

          2.1.11 The term "D&PL" means Delta and Pine Land  Company,  a Delaware
     corporation  having a principal place of business at One Cotton Row, Scott,
     Mississippi 38772.

          2.1.12 The term "D&PL FOREIGN  AFFILIATE" means a corporation or other
     entity  organized for operation in the LICENSED COUNTRY (a) in which either
     (i) D&PL owns fifty percent (50%) or more of the voting stock or, in regard
     to any entity which does not issue voting  stock,  fifty  percent  (50%) or
     more of  outstanding  equity  interests  and (ii) if D&PL is  prohibited by
     local laws or  regulations  from owning fifty  percent (50%) or more of the
     voting  stock or equity  interests  of such  entity in which  D&PL owns the
     maximum  amount of voting stock or equity  interests it is permitted to own
     under local laws and regulations, or (b) which D&PL effectively controls by
     contract or otherwise.

          2.1.13  The term "D&PL  TECHNOLOGY"  means any  information,  data and
     germplasm that D&PL develops, produces, makes, or obtains or has the rights
     to (other than from MONSANTO),  relating to the breeding and development of
     commercial  varieties  or  hybrids  of  LICENSED  COMMERCIAL  SEED or other
     varieties  or hybrids of cotton and which is not the  property of MONSANTO.
     D&PL  TECHNOLOGY  does not include any of the above that has become part of
     the public domain through no fault of MONSANTO.

          2.1.14 The term "DATE OF APPROVAL FOR COMMERCIAL SALE" with respect to
     a ROUNDUP  READY(R) GENE means the date on which MONSANTO first  authorizes
     the COMMERCIAL  SALE by D&PL of cotton seed of specific  DELTAPINE  ROUNDUP
     READY(R) CULTIVAR(S)  containing that ROUNDUP READY(R) GENE in the LICENSED
     COUNTRY.

          2.1.15 The term "DATE OF FIRST COMMERCIAL LICENSING" with respect to a
     particular  ROUNDUP  READY(R) GENE in the LICENSED  COUNTRY means the first
     date on which  MONSANTO or D&PL  (according to the provisions of Subsection
     3.3 and 3.11)  sublicenses  to a third  party  (other  than a D&PL  FOREIGN
     AFFILIATE  or a third  party under  contract  with D&PL for testing or seed
     multiplication) the right to use a specific cultivar of LICENSED COMMERCIAL
     SEED containing that particular  ROUNDUP READY(R) GENE for use in producing
     a commercial commodity cotton crop in LICENSED COUNTRY.

          2.1.16  The term  "DELTAPINE  CULTIVAR"  means a  cultivar  of  cotton
     produced from germplasm  which D&PL has the right to use for plant breeding
     purposes.

          2.1.17 The term "DELTAPINE ROUNDUP READY(R)CULTIVAR" means a DELTAPINE
     CULTIVAR which contains a ROUNDUP READY(R)GENE.

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

          2.1.19  The term  "FIRST  ROUNDUP  READY(R)  GENE"  means the  ROUNDUP
     READY(R)  GENE  contained  in cotton  seed  derived  from the  cotton  line
     denominated Event 1445.

          2.1.20  The term  "FISCAL  YEAR"  means a  twelve  (12)  month  period
     beginning on the first day of  September  and ending on the last day of the
     following August.

          2.1.21 The term "GENE  EQUIVALENCY  TEST(S)" means the field tests and
     assays  carried out as  described  in Appendix 5 or such other  equivalency
     test as MONSANTO and D&PL may mutually  agree to substitute for the initial
     GENE EQUIVALENCY TEST.

          2.1.22 The term "GLYPHOSATE" means any herbicidally  effective form of
     N-phosphonomethylglycine  including  any salt  thereof  or any  other  EPSP
     synthase inhibitor.

          2.1.23 The term  "GOVERNMENTAL  APPROVAL" with respect to the LICENSED
     COUNTRY with respect to a particular  ROUNDUP  READY(R) GENE means that any
     required official  clearances or written approvals,  if any, for COMMERCIAL
     SALE of seed to produce  genetically-transformed  cotton plants  containing
     one or both have been obtained by MONSANTO from all  governmental  agencies
     in the LICENSED  COUNTRY which, as of that date, have authority to regulate
     the  production,  use, and sale of such plants or seed produced  therefrom.
     Provided,  however, that this shall not require MONSANTO to obtain approval
     from any  agency  with  respect to the  issuance  of seed  certificates  or
     phytosanitary  certificates  or  certificates  of plant variety  protection
     under any plant variety protection act or any other  governmental  approval
     specific to a DELTAPINE ROUNDUP READY(R)  CULTIVAR,  which approvals,  when
     appropriate or required, shall be the responsibility of D&PL.

          2.1.24  The  term  "IMPROVEMENT"  means  any  invention  or  discovery
     embodied in the LICENSED  COMMERCIAL SEED or its use, which is made by D&PL
     or its sublicensees in the course of its activities under this Agreement in
     the  LICENSED  COUNTRY,  which  invention  or discovery is made as a direct
     result of D&PL's use of MONSANTO TECHNOLOGY which is not part of the public
     domain or has been obtained by D&PL from a third party having no obligation
     of  confidentiality  to MONSANTO  or which,  but for the  LICENSES  granted
     herein,  would infringe a MONSANTO  PATENT RIGHT.  "IMPROVEMENT"  shall not
     include any invention or discovery  related to the breeding or selection of
     specific DELTAPINE ROUNDUP READY(R) CULTIVARS.

          2.1.25  The  term  "LEPIDOPTERAN-ACTIVE  GENE"  means  a DNA  molecule
     received from MONSANTO,  or a replicate thereof,  encoding a toxin (whether
     or not a B.t. TOXIN) that provides LEPIDOPTERAN RESISTANCE.

          2.1.26 The term "LEPIDOPTERAN  INSECTS" means any insects of the Order
     Lepidoptera  which have an  economic  impact in the  production  of cotton,
     including,  but not limited to, cotton boll worms,  tobacco  budworms,  and
     pink boll worms.

          2.1.27 The term "LEPIDOPTERAN RESISTANCE" means the property of cotton
     plants to be toxic to  LEPIDOPTERAN  INSECTS due to the  presence of one or
     more heterologous gene sequences (whether or not encoding a B.t. TOXIN).

          2.1.28 The term "LICENSE" or "LICENSES"  means the license(s)  granted
     to D&PL under Section 3.

          2.1.29 The term "LICENSED  COMMERCIAL SEED" means COTTON PLANTING SEED
     which incorporates the FIRST ROUNDUP READY(R) GENE.

          2.1.30 The term "LICENSED COUNTRY" means the Republic of South Africa.
     All rights and obligations of MONSANTO and D&PL hereunder apply only to the
     LICENSED COUNTRY.

          2.1.31 The term "LICENSED  GROWER(S)"  means any entity which has been
     granted a sublicense by D&PL according to the provisions of Subsection 3.3,
     under  LICENSED  PATENT  RIGHTS,  or licensed by MONSANTO (when MONSANTO is
     permitted  to do so  under  Subsection  3.11)  to  produce,  and/or  to use
     MONSANTO TECHNOLOGY in the production of a commercial cotton crop.

          2.1.32 The term "LICENSED  PATENT RIGHTS" means MONSANTO PATENT RIGHTS
     and patent  rights of others  acquired or  licensed  by MONSANTO  (with the
     right to  sublicense)  during  the  term of this  Agreement  under  which a
     license is required for D&PL's performance hereunder.  Each patent included
     within the LICENSED PATENT RIGHTS is listed on Appendix 1, which Appendix 1
     shall be amended by written notice from MONSANTO to D&PL whenever  MONSANTO
     acquires  any  such  additional  LICENSED  PATENT  RIGHTS.  MONSANTO  shall
     periodically notify D&PL of the patent numbers to be included in the notice
     provided in Subsection 3.5(b).

          2.1.33  The  term  "MARKETING  SERVICES  FEES"  means  fees  or  other
     compensation  paid to retailers  and/or  distributors for their services in
     granting  licenses or  sublicenses  to use MONSANTO  TECHNOLOGY to LICENSED
     GROWERS and/or collect license fees from LICENSED GROWERS. Unless otherwise
     mutually agreed to by MONSANTO through their respective  personnel in South
     Africa  and D&PL  through  their  respective  personnel  in  South  Africa,
     MARKETING  SERVICES FEES shall not exceed twelve percent (12%) of the gross
     license  fees  for  use of  MONSANTO  TECHNOLOGY  collected  from  LICENSED
     GROWERS.

          2.1.34  The  term  "MONSANTO"  means  Monsanto   Company,   a  company
     incorporated  in the State of  Delaware,  having a place of business at 800
     North Lindbergh Boulevard, St. Louis, Missouri, 63167.

          2.1.35 The term "MONSANTO PATENT RIGHTS" means any applicable  ex-U.S.
     patents  and patent  applications  which are owned by MONSANTO or for which
     MONSANTO  has the right to license to D&PL,  and any  applicable  U.S.  and
     ex-U.S.  patents  owned by or for which  MONSANTO  has the right to license
     D&PL,  a license to which is required  to permit  D&PL to produce  LICENSED
     COMMERCIAL  SEED for export  and sale into the  LICENSED  COUNTRY,  and any
     patents  granted  or  issued  pursuant  to  any of the  foregoing  and  any
     extensions,  continuations,  continuations-in-part,  reissues or  divisions
     thereof.

          2.1.36 The term "MONSANTO  ROYALTY  PERCENTAGE"  means _______ percent
     (__%).

          2.1.37  The  term  "MONSANTO  TECHNOLOGY"  means  information,   data,
     know-how,  and technology to which MONSANTO has rights, that has to do with
     the use of a ROUNDUP READY(R) GENE in cotton including, but not limited to,
     information  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  and
     registration  approvals.  MONSANTO TECHNOLOGY shall not include information
     or technology that has become part of the public domain through no fault of
     D&PL.

          2.1.38 The term "NET  LICENSE  FEES"  means the  aggregate  of (i) the
     aggregate fees for use of the applicable  ROUNDUP READY(R) GENE received by
     D&PL or by MONSANTO  (according to the  provisions of Subsection  3.11) for
     use of such ROUNDUP READY(R) GENE,  MONSANTO TECHNOLOGY and LICENSED PATENT
     RIGHTS,  from LICENSED GROWERS who purchased LICENSED COMMERCIAL SEED, less
     any  incentive  rebates  paid  to  LICENSED  GROWERS  for  weed  resistance
     management  data  attributable  either to hectares on which growers planted
     LICENSED COMMERCIAL SEED or to units of LICENSED COMMERCIAL SEED purchased,
     taxes (other than income  taxes),  and MARKETING  SERVICES  FEES;  and (ii)
     interest, if any, received from LICENSED GROWERS for financing of such fees
     by either party.

          2.1.39 The term  "NON-GLYPHOSATE  TOLERANT  COTTON  SEED" means COTTON
     PLANTING  SEED  which  has  not  been  genetically  engineered  to  exhibit
     tolerance to GLYPHOSATE.

          2.1.40 The term "NON-MONSANTO  COTTON GENE" shall have the meaning set
     forth in Subsection 3.5(a).

          2.1.41 The term "OPTION  AGREEMENT" means the Option Agreement between
     MONSANTO  and D&PL dated  February  2, 1996,  and amended as of December 8,
     1999, as the same may be further amended in accordance with its terms.

          2.1.42  The  term   "PARTNERSHIP   AGREEMENT"  means  the  Partnership
     Agreement between D&PL and MONSANTO dated February 2, 1996, as the same may
     be amended in accordance with its terms.

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

          2.1.44  The term  "ROUNDUP  READY(R)  GENE(S)"  means a DNA  molecule,
     including  regulatory  sequences,   or  a  replicate  thereof  supplied  by
     MONSANTO, which when inserted into cotton results in increased tolerance to
     GLYPHOSATE.

          2.1.45 The term "ROUNDUP  READY(R) GENE  TRADEMARK"  means a trademark
     owned by  MONSANTO  relating  to  ROUNDUP  READY(R)  GENE(S),  which may be
     "ROUNDUP READY(R)" or any other marked owned by MONSANTO and registered for
     use with ROUNDUP READY(R) GENE(S).

          2.1.46 The term "RR GENE  LICENSE"  means the  Roundup  Ready(R)  Gene
     License and Seed Services  Agreement  between MONSANTO,  D&M PARTNERS,  and
     D&PL dated  February 2, 1996,  and  amended as of December 8, 1999,  as the
     same may be further amended in accordance with its terms.

          2.1.47 The term "RR TRADEMARK  LICENSE  AGREEMENT" means the Agreement
     attached hereto in Appendix 2.

          2.1.48 The term "ROYALTY" means the compensation to be paid by D&PL to
     MONSANTO  in  consideration  for the  LICENSES  equal to the product of the
     MONSANTO ROYALTY PERCENTAGE times the ROYALTY BASE.

          2.1.49 The term  "ROYALTY  BASE"  means,  for each  FISCAL  YEAR,  the
     aggregate of the (1) NET LICENSE FEES  collected by D&PL  (according to the
     provisions of Subsection 3.3) for UNITS of LICENSED COMMERCIAL SEED sold by
     (and not  returned  to) D&PL and (2) that  portion,  if any, of the AVERAGE
     UNIT GROSS MARGIN  PERCENTAGE on sales in the LICENSED  COUNTRY of LICENSED
     COMMERCIAL  SEED  which is in  excess  of the  average  unit  gross  margin
     PERCENTAGE  on  D&PL'S  sales in the  LICENSED  COUNTRY  of  NON-GLYPHOSATE
     TOLERANT  COTTON  SEED  calculated  separately  for each  CLASS  of  COTTON
     PLANTING SEED sold by D&PL in the LICENSED COUNTRY in such FISCAL YEAR.

          2.1.50 The term "SEED PURITY STANDARD" means those standards set forth
     in, and measured by the sampling  procedures  of Appendix 4 and the testing
     procedures of Appendix 3, and such other  standards and  thresholds  (i) as
     are  required by  applicable  laws and  regulations  for its sale as COTTON
     PLANTING  SEED in the  LICENSED  COUNTRY,  including  those which  regulate
     unapproved  transgenes,  or (ii) as may be set by mutual written  agreement
     between  MONSANTO and D&PL at least one year in advance of the first FISCAL
     YEAR in which such additional standards or thresholds will be applicable.

          2.1.51 The term  "STACKED GENE COTTON SEED" shall have the meaning set
     forth in Subsection 3.5.

          2.1.52 The Term "SUBSEQUENT  ROUNDUP READY(R) GENE" means each ROUNDUP
     READY(R) GENE other than the FIRST  ROUNDUP  READY(R)  GENE,  authorized by
     MONSANTO for commercial development.

          2.1.53 The term  "TECHNOLOGY"  means MONSANTO  TECHNOLOGY  and/or D&PL
     TECHNOLOGY as appropriate.

          2.1.54  The  term  "TECHNOLOGY  FEE"  means  the fee  set by  MONSANTO
     annually according to Subsection 6.4 to be charged by D&PL to its customers
     for the MONSANTO TECHNOLOGY in the LICENSED COMMERCIAL SEED. The TECHNOLOGY
     FEE shall be on a UNIT or acreage basis.

          2.1.55 The term "UNIT"  means a quantity of delinted  COTTON  PLANTING
     SEED weighing  twenty-five  (25) kilograms or such other package size(s) as
     D&PL  may  use  in  the  LICENSED  COUNTRY.  Provided,  however,  that  all
     calculations  involving  UNITS  shall be made in terms of the  quantity  of
     COTTON PLANTING SEED contained in the packages relevant to the calculation.
     Provided  further,  that  in  all  calculations   requiring  quantities  of
     non-delinted  cotton  seed to be  converted  to  UNITS of  delinted  COTTON
     PLANTING  SEED,  such  conversion  shall  be made on the  basis  of  D&PL'S
     experience for conversion of  non-delinted  cotton seed to delinted  COTTON
     PLANTING SEED averaged for the immediately preceding three (3) years.

          2.1.56  The  term  "WHOLESALE  PRICE"  with  respect  to a  particular
     NON-GLYPHOSATE TOLERANT COTTON SEED or a LICENSED COMMERCIAL SEED means the
     average  price  invoiced  to  distributors  for  the  applicable  seed  for
     reselling  to  growers,  less  sales  returns,  allowances,  discounts  and
     incentive  payments.  In the event a discount  or  incentive  for  LICENSED
     COMMERCIAL  SEED  is  contingent  on  sales  of  the   conventional   CLASS
     (characterized by the absence of trait(s)  introduced using  biotechnology)
     of COTTON  PLANTING SEED,  such discount or incentive  shall be apportioned
     among the particular  LICENSED  COMMERCIAL SEED and the conventional  CLASS
     based on the ratio  between  the average  distributor  price of each of the
     conventional CLASS and the LICENSED COMMERCIAL SEED to the aggregate of the
     average  distributor  price  of the  conventional  CLASS  and the  LICENSED
     COMMERCIAL  SEED in order to calculate the WHOLESALE  PRICE of the LICENSED
     COMMERCIAL SEED and the conventional CLASS.

                              SECTION 3 -- LICENSES

     3.1 LIMITED LICENSE TO PRODUCE AND SELL LICENSED  COMMERCIAL SEED: MONSANTO
hereby grants to D&PL, and D&PL hereby accepts,  on and subject to the terms and
conditions of this Agreement,  a non-exclusive right and license in the LICENSED
COUNTRY  under  LICENSED  PATENT  RIGHTS and  MONSANTO  TECHNOLOGY,  to develop,
produce, have produced, and sell LICENSED COMMERCIAL SEED to LICENSED GROWERS in
the LICENSED COUNTRY.

     3.2 LICENSE TO MULTIPLY  LICENSED  COMMERCIAL  SEED:  The rights granted to
D&PL include the non-exclusive right and license to multiply LICENSED COMMERCIAL
SEED (for subsequent sale to LICENSED  GROWERS)  directly or through third party
contract  growers  selected  by D&PL in the  LICENSED  COUNTRY  or in the United
States or, after notice to and approval by MONSANTO  (which approval will not be
unreasonably  delayed or denied),  in any other  country  outside  the  LICENSED
COUNTRY  where D&PL has obtained all  necessary  GOVERNMENTAL  APPROVAL;  and to
carry out all other activities reasonably necessary for the production,  and for
the sale, in the LICENSED COUNTRY, of LICENSED COMMERCIAL SEED.

     3.3 RIGHT AND OBLIGATION TO SUBLICENSE:

          (a) Until such time as MONSANTO notifies D&PL that written sublicenses
     are no longer  required,  D&PL shall  grant  written  sublicenses  to third
     parties  who  purchase   LICENSED   COMMERCIAL  SEED  for  the  purpose  of
     authorizing  use of the  LICENSED  COMMERCIAL  SEED to produce a commercial
     cotton crop, using the form(s)  currently in use in the LICENSED COUNTRY or
     such other forms as MONSANTO may specify from time to time.  The fees to be
     charged  and  collected  by D&PL for use of the  ROUNDUP  READY(R)  GENE in
     LICENSED  COMMERCIAL SEED shall be specified by MONSANTO from time to time.
     Any changes to the sublicense form(s) or the fees shall be provided to D&PL
     no later  than  March 1 for the next  growing  season.  D&PL  shall use all
     commercially  reasonable  efforts  to  collect  all fees  owed  under  this
     Agreement.  In the event  MONSANTO  determines  that such  efforts  are not
     reasonably diligent, MONSANTO shall so notify D&PL and D&PL shall assign to
     MONSANTO  the  right  to  collect  such  unpaid  fees  and  turn  over  all
     documentation related to or necessary for such collection effort.

          (b) D&PL may upon written notice to MONSANTO grant  sublicenses  under
     the rights granted herein to a D&PL FOREIGN  AFFILIATE.  D&PL may not grant
     any other  sublicenses  under the rights granted herein except as expressly
     permitted under other provisions of this Agreement.

     3.4 PROHIBITION AGAINST  MODIFICATION OF GENETIC MATERIALS:  D&PL shall not
modify or use any MONSANTO  ROUNDUP  READY(R) GENE that is  physically  isolated
from a seed, plant or cell culture that has been transferred by MONSANTO to D&PL
or is the progeny of such seed,  plant or cell culture,  for any purpose without
the  prior  written  consent  of  MONSANTO;  provided,  however,  that  (a)  the
prohibitions  of this  subsection  shall not apply to modification or use in the
LICENSE COUNTRY of such isolated  regulatory  control sequences  isolated from a
seed,  plant or cell  culture  that has become part of the public  domain in the
LICENSED  COUNTRY  through  no fault of D&PL or which D&PL has  received  from a
third party having no obligation of confidentiality to MONSANTO, and (b) nothing
in this subsection  provides D&PL with a license under any patent rights owed or
controlled  by  MONSANTO  except  to  the  extent  otherwise  provided  in  this
Agreement. As used in this subsection, a material shall be deemed to have become
part of the public domain if a member of the public in the LICENSED  COUNTRY can
lawfully sell or transfer the material without restriction and without breaching
a contractual obligation to MONSANTO.

     3.5  CONDITIONS  ON  LICENSES:  In  partial  consideration  for  the  above
LICENSES:

          (a)  D&PL  may  insert  into a line  of  LICENSED  COMMERCIAL  SEED of
     DELTAPINE  ROUNDUP  READY(R)   CULTIVARS  any  heterologous  gene  or  gene
     construct not licensed to D&PL by MONSANTO expressing a trait not naturally
     occurring in cotton (a "NON-MONSANTO  COTTON GENE"). D&PL may sell LICENSED
     COMMERCIAL  SEED so produced  ("STACKED  GENE COTTON SEED") in the LICENSED
     COUNTRY only if the following conditions have been met:

          (1)  D&PL shall not sell in the  LICENSED  COUNTRY  any  STACKED  GENE
               COTTON SEED unless the same NON-MONSANTO  COTTON GENE(S) has also
               been approved for commercial sale in the United States of America
               and for import into Japan;

          (2)  The STACKED GENE COTTON SEED must meet all  standards for sale in
               the LICENSED COUNTRY as LICENSED  COMMERCIAL SEED except that the
               traits imparted by the designated  NON-MONSANTO COTTON GENE shall
               not be considered "unintended genes" for purposes of Appendix 3;

          (3)  D&PL shall,  at its sole  expense,  obtain all required  official
               clearances or written  approvals,  if any, for COMMERCIAL SALE of
               seed   containing   the   NON-MONSANTO   COTTON   GENE  from  all
               governmental  agencies in the LICENSED  COUNTRY which, as of that
               date, have authority to regulate the production, use, and sale of
               such seed in the LICENSED COUNTRY. D&PL may request that MONSANTO
               provide  assistance,  to obtain such approvals,  and, if MONSANTO
               provides such assistance at D&PL's request,  D&PL shall reimburse
               MONSANTO  its  reasonable  expenses  incurred in  providing  such
               requested assistance;

          (4)  MONSANTO  shall  have the  right  by  written  notice  to D&PL to
               prohibit the display of the ROUNDUP  READY(R)  GENE  TRADEMARK on
               packages  containing STACKED GENE COTTON SEED,  provided that, in
               the   event   such   notice   is   given,    Subsection    3.6(a)
               notwithstanding,  D&PL may sell such  STACKED GENE COTTON SEED in
               packaging not displaying the ROUNDUP READY(R) GENE TRADEMARK.

          (5)  Notwithstanding  the  provisions of Subsection  13.1,  D&PL shall
               defend and indemnify against and hold MONSANTO and its Affiliates
               and their respective employees,  directors,  officers, and agents
               harmless from any loss, cost,  liability,  or expense  (including
               court  costs  and   reasonable   fees  of  attorneys   and  other
               professionals)  incurred  from any  claim by cotton  farmers  who
               purchased  LICENSED  COMMERCIAL SEED and of distributors  against
               whom such farmers may make claims arising or alleged to arise out
               of the  performance  of such  STACKED  GENE COTTON SEED or plants
               grown from  STACKED  GENE COTTON  SEED,  unless  such  failure of
               performance  is  proximately  caused  solely by the presence of a
               gene  received  from  MONSANTO in such  STACKED GENE COTTON SEED,
               provided  that,  on the issue of  causation,  D&PL shall bear the
               burden of proof and provided that costs of claims  covered by the
               immediately  preceding clause (i.e., claims where D&PL meets such
               burden of proof) shall be prorated  between  MONSANTO and D&PL so
               that MONSANTO'S  respective percentage share of the costs of such
               claims shall be based on MONSANTO'S  respective  percentage share
               of the total of the net license  revenues  and seed  premiums (in
               instances  where no technology  license fees are charged for such
               NON-MONSANTO   COTTON   GENE)   derived   from  the  presence  of
               genetically-engineered  technology  in the subject  STACKED  GENE
               COTTON SEED.

          (6)  In any  FISCAL  YEAR D&PL is making  COMMERCIAL  SALES of STACKED
               GENE  COTTON  SEED  in  the  LICENSED  COUNTRY,  in  addition  to
               complying with the provisions of Subsection  4.5, D&PL shall have
               available  for sale in the LICENSED  COUNTRY  quantities  of each
               CLASS  of  LICENSED  COMMERCIAL  SEED  containing  only  MONSANTO
               TECHNOLOGY  (and no  NON-MONSANTO  COTTON  GENES)  which equal or
               exceed  the  quantities  of  the  same  CLASS  of  such  LICENSED
               COMMERCIAL  SEED sold by D&PL (net of  returns)  in the  LICENSED
               COUNTRY in the immediately preceding FISCAL YEAR.

          (7)  Any  fees  or  other   compensation   paid  to  retailers  and/or
               distributors   for  their   service  in   granting   licenses  or
               sublicenses to growers relating to technology embodied in STACKED
               GENE COTTON SEED and/or to collect  license  fees from growers of
               STACKED  GENE  COTTON  SEED,  not   specifically   related  to  a
               particular  technology,  shall be apportioned  based on the ratio
               between (i) the  aggregate of  royalties  received by D&PL and/or
               MONSANTO  (according  to the  provisions of  Subsections  3.3 and
               3.11) for use of MONSANTO  TECHNOLOGY and LICENSED  PATENT RIGHTS
               from LICENSED GROWERS and (ii) the aggregate net license revenues
               and  seed  premiums  or  other  value  received  by  the  subject
               technology  provider (in instances  where no  technology  license
               fees are charged for such NON-MONSANTO  COTTON GENE) derived from
               the presence of genetically-engineered  technology in the subject
               STACKED  GENE  COTTON  SEED  other  than   MONSANTO   TECHNOLOGY,
               provided,  however, in no event shall MONSANTO be required to pay
               or bear any  amount of fees or other  compensation  to  retailers
               and/or  distributors  for such  services  in excess of that which
               MONSANTO  would have paid or borne for such  services  under this
               Agreement  if the subject  STACKED GENE COTTON SEED had been seed
               containing  only  ROUNDUP   READY(R)  GENE  or  other  technology
               provided  by  MONSANTO.  D&PL  and  any  third  party  technology
               provider  will  provide to MONSANTO  all  information  reasonably
               necessary to determine  compliance with this Subsection 3.5(a)(7)
               and D&PL shall refund to MONSANTO any fees or other  compensation
               paid by MONSANTO to  retailers  and/or  distributors  which is in
               excess  of the  amount  it  should  have  paid  under  the  above
               provisions no later than one month following notice from MONSANTO
               of a discrepancy or error.

          (8)  Any costs for acquiring and preparing seed of STACKED GENE COTTON
               SEED which are  additive  to the costs  required  to acquire  and
               prepare  LICENSED   COMMERCIAL  SEED  that  does  not  contain  a
               NON-MONSANTO COTTON GENE shall be excluded from the COST OF GOODS
               SOLD with respect to STACKED GENE COTTON SEED.

          (9)  Prior to D&PL's sale in the  LICENSED  COUNTRY of any  particular
               STACKED GENE COTTON SEED,  D&PL and any third party provider of a
               NON-MONSANTO  COTTON GENE in the  STACKED  GENE COTTON SEED which
               D&PL proposes to sell shall meet with MONSANTO to address  issues
               involving  governmental   regulations,   public  acceptance,   or
               stewardship  in  the  LICENSED  COUNTRY  of  genetic   technology
               embodied in that STACKED  GENE COTTON SEED.  In cases where there
               are bona  fide  disputes  concerning  the sale or the  terms  and
               conditions  of sale of a  particular  STACKED GENE COTTON SEED in
               the LICENSED COUNTRY involving governmental  regulations,  public
               acceptance,  or  stewardship  in the LICENSED  COUNTRY of genetic
               technology  embodied in that STACKED GENE COTTON SEED, D&PL shall
               not sell such STACKED  GENE COTTON SEED in the  LICENSED  COUNTRY
               until MONSANTO,  in its  commercially  reasonable  judgment,  has
               agreed  to  such  sale,  such  agreement  not to be  unreasonably
               withheld or delayed.

          (10) Any disputes between the parties concerning  compliance with this
               Subsection  3.5(a) shall be settled according to Subsection 10.11
               of the OPTION  AGREEMENT  and  arbitration,  if needed,  shall be
               private and confidential.

          (b)  D&PL  shall,  where  applicable,  conspicuously  display  on  all
     packages  containing  LICENSED  COMMERCIAL  SEED covered by LICENSED PATENT
     RIGHTS, and in all invoices relating to such LICENSED COMMERCIAL SEED to be
     sold or  transferred to third parties,  the following  notice,  or a notice
     having the same meaning and effect, with the blanks appropriately filled in
     using the designations for LICENSED PATENT RIGHTS:  THESE SEEDS ARE COVERED
     UNDER  PATENT(S) OR PATENT  APPLICATIONS  ______________.  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 ALSO BE OBTAINED FROM D&PL South Africa, Inc.


          (c) _.

     3.6 GENE TRADEMARKS:

          (a)  D&PL  shall  conspicuously  display  the  ROUNDUP  READY(R)  GENE
     TRADEMARK  and  accompanying  logo on all  packages of LICENSED  COMMERCIAL
     SEED.  The ROUNDUP  READY(R)  GENE  TRADEMARK and  accompanying  logo shall
     remain at least the same  relative  size as compared  to the  largest  D&PL
     trademark  and  accompanying  logo on the same face of the seed  package or
     other label,  as MONSANTO and D&PL  mutually  determine to be  commercially
     reasonable,  or if no such mutual  agreement  is reached,  then in the same
     relative  size as in  LICENSED  COMMERCIAL  SEED sold  under the RR(R) GENE
     LICENSE in the United States.  It is agreed that the ROUNDUP  READY(R) GENE
     TRADEMARK shall be licensed to D&PL on a non-exclusive  royalty-free  basis
     pursuant to the RR TRADEMARK LICENSE AGREEMENT.

          (b) The licensed  trademark shall be utilized in the manner  specified
     in the  trademark  license.  All  advertising  containing  any trademark or
     tradename owned or controlled by D&PL and referring to LICENSED  COMMERCIAL
     SEED shall use a ROUNDUP  READY(R)  GENE  TRADEMARK to identify the ROUNDUP
     READY(R) GENE. Breach of either or both of the trademark licenses by misuse
     of the  applicable  trademark(s)  shall  not be a  material  breach of this
     Agreement for purposes of  Subsection  10.3 but shall be subject to penalty
     under the following conditions:

          (i)  Upon notice from MONSANTO of a breach by misuse,  LICENSEE  shall
               immediately cease such misuse.

     3.7  LIMITATIONS ON LICENSES AND  SUBLICENSES:  This Agreement is not to be
construed as including a grant from MONSANTO to D&PL of any license,  sublicense
or  other  right:  (a) to make or sell  ROUNDUP  READY(R)  GENE(S)  or  MONSANTO
TECHNOLOGY  except as expressly  set forth herein,  (b) to use ROUNDUP  READY(R)
GENE(S) or MONSANTO  TECHNOLOGY  for any purpose other than those  expressly set
forth herein, or (c) to grant sublicenses except as expressly set forth herein.

     3.8 EDUCATIONAL PROGRAM TO DISCOURAGE  FARMER-SAVED SEED: D&PL and MONSANTO
shall each  employ  reasonable  efforts  on a  continuing  basis to  proactively
educate appropriate government officials, farmers' organizations,  purchasers of
LICENSED  COMMERCIAL  SEED  and  others  with  the  nature  of  the  limited-use
sublicense  granted to cotton  farmers,  the  benefits  of  purchasing  LICENSED
COMMERCIAL SEED annually,  and the disadvantages of using  farmer-saved seed and
applicable legal restrictions.

     3.9 THIRD PARTY VIOLATIONS OR INVALIDITY OF RESTRICTIONS ON SUBLICENSE: The
use of LICENSED  COMMERCIAL  SEED by purchasers  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  Agreement by D&PL;
however,  D&PL shall not sell LICENSED  COMMERCIAL SEED to such purchasers until
such time as the misuse by such purchaser has been cured.  The LICENSES  granted
to D&PL, shall not be revoked,  diminished,  or otherwise  affected in the event
that the limitations and restrictions of such sublicense to purchasers are found
to be unenforceable,  in whole or in part, by a court of competent  jurisdiction
in the LICENSED COUNTRY

     3.10  IDENTIFICATION  OF FIELDS PLANTED WITH  FARMER-SAVED  SEED:  D&PL and
MONSANTO shall cooperate in a reasonable effort to develop and employ methods or
techniques,  which  can be  employed  in a  commercially  efficient  manner,  to
identify  fields of cotton that are planted with seed saved from a crop produced
from LICENSED COMMERCIAL SEED. All costs associated with the cooperative efforts
to develop and employ such methods and techniques shall be borne by MONSANTO.

     3.11  DISCONTINUATION  OF  LICENSING  GROWERS  BY  D&PL:  For  so  long  as
sublicenses  are being granted to purchasers of LICENSED  COMMERCIAL  SEED under
this Agreement  pursuant to Section 3.3, at either  MONSANTO'S or D&PL'S option,
D&PL may  discontinue  granting  licenses to  individual  cotton  growers in the
LICENSED COUNTRY  provided that D&PL similarly  ceases licensing  farmers to use
cotton planting seed containing MONSANTO'S  Lepidopteran-Active  Gene or STACKED
GENE  COTTON  SEED and  provided  further  that  notice is  provided  by D&PL or
MONSANTO,  as applicable,  by March 1 of any year. In such event, if sublicenses
are to be granted to  purchasers of LICENSED  COMMERCIAL  SEED,  MONSANTO  shall
thereafter use commercially  reasonable efforts to license growers identified by
D&PL. MONSANTO or D&PL shall provide notice to discontinue no later than harvest
of the last growing  season for which D&PL may grant such licenses to individual
growers.  Upon such notice,  the license granted in Subsection 3.1 shall include
the right to sell only to individual cotton growers who are licensed by MONSANTO
to purchase and use LICENSED COMMERCIAL SEED in the LICENSED COUNTRY.

     3.12 PRODUCT SPECIFICATION FOR LICENSED COMMERCIAL SEED: Except as provided
below, D&PL shall not sell or offer to sell any LICENSED COMMERCIAL SEED without
the express  written  consent of MONSANTO even though LICENSEE may be evaluating
the  agronomic  performance  of new  varieties.  LICENSEE  shall comply with the
requirements  set forth in  Appendices  3, 4, and 5, to ensure  that the subject
LICENSED  COMMERCIAL  SEED meets the  standards  set forth  therein.  MONSANTO's
consent  to sell  particular  DELTAPINE  ROUNDUP  READY(R)  CULTIVARS  shall  be
withheld unless it is  demonstrated  pursuant to the provisions of Appendices 3,
4, and 5, that those  requirements  have been met,  but shall not  otherwise  be
withheld,  subject to the  following  sentence.  Consent  shall be  withheld  or
withdrawn by MONSANTO  without any liability to LICENSEE,  if in its  reasonable
business  judgment such sales or offer to sell may result in (i) infringement of
third-party  property  rights  based on opinion of patent  counsel  provided the
offer or sales by other  licensees from MONSANTO are  discontinued  in a similar
fashion;  or (ii) product complaints due to identifiable  product quality issues
of the subject  LICENSED  COMMERCIAL  SEED which in the exercise of commercially
reasonable  judgment  are  likely  to have a  measurably  significant  impact on
MONSANTO's  business  and  MONSANTO  gives such  notice of same to D&PL and D&PL
continues to make sales of such ROUNDUP READY(R)  CULTIVAR(S)  without notice to
growers who subsequently  purchased such DELTAPINE ROUNDUP READY(R)  CULTIVAR(S)
of the observation of such identifiable  quality issue, then notwithstanding any
other provision of this agreement,  MONSANTO shall have no liability to D&PL for
any matters regarding those DELTAPINE  ROUNDUP READY(R)  CULTIVAR(S) so sold and
D&PL shall  indemnify  and hold  MONSANTO  harmless  from any third  party claim
concerning such DELTAPINE ROUNDUP READY(R)  CULTIVAR(S) so sold.  Monsanto shall
apply this provision with respect to identifiable  quality issues  substantially
equally to all licensees in the LICENSED COUNTRY.

     3.13 SUBSEQUENT ROUNDUP READY(R) GENE(S): MONSANTO anticipates that it will
develop  SUBSEQUENT  ROUNDUP  READY(R)  GENE(S)  that are  superior to the FIRST
ROUNDUP  READY(R)  GENE in one or more  attributes.  In the event that  MONSANTO
authorizes such a SUBSEQUENT ROUNDUP READY(R) GENE(S) for COMMERCIAL DEVELOPMENT
in any country of the world,  MONSANTO  shall offer a license to the  SUBSEQUENT
ROUNDUP  READY(R) GENE(S) to D&PL in accordance with the terms and conditions of
the OPTION AGREEMENT.

     3.14 MOST FAVORED LICENSE:  The terms of the OPTION AGREEMENT  provide D&PL
certain rights related to the terms and conditions of this Agreement. Nothing in
this  Agreement  shall  supercede  or  otherwise  effect the terms of the OPTION
AGREEMENT in that regard.

        SECTION 4 -- DEVELOPMENT AND MARKETING ACTIVITIES OF THE PARTIES

     4.1 CONSULTATION:  MONSANTO and D&PL shall consult regularly throughout the
term of this  Agreement  relative to activities  affecting the  development  and
maintenance  of  sales  of  LICENSED  COMMERCIAL  SEED in the  LICENSED  COUNTRY
including,  but  not  limited  to,  MONSANTO'S  plans  for and  progress  in the
development  and  marketing  of  MONSANTO  TECHNOLOGY  and D&PL'S  plans for and
progress in  production  and field  testing of such  LICENSED  COMMERCIAL  SEED.
Representatives  of  MONSANTO  and  D&PL  shall  periodically  meet at  mutually
acceptable times to discuss such activities and progress hereunder. For planning
purposes,  MONSANTO and D&PL shall meet, upon request by either party, each year
by  September  30 to plan  the  activities  of the  following  crop  year in the
LICENSED COUNTRY.

     4.2 RESPONSIBILITIES OF THE PARTIES: It shall be MONSANTO'S  responsibility
to (1) obtain and maintain using commercially  reasonable means all GOVERNMENTAL
APPROVALS  for the  FIRST  ROUNDUP  READY(R)  GENE  and any  SUBSEQUENT  ROUNDUP
READY(R) GENE which MONSANTO  chooses to register in the LICENSED  COUNTRY,  (2)
determine the  appropriate  marketing  claims and fees for the ROUNDUP  READY(R)
GENE(S),  (3) develop and make  available  educational  materials  and  training
meetings for the prospective  LICENSED  GROWERS in the LICENSED COUNTRY designed
to train the same as to the use and performance of the ROUNDUP  READY(R) GENE(S)
in LICENSED  COMMERCIAL  SEED,  and (4) develop a replant  policy for  crediting
TECHNOLOGY FEE(S) to LICENSED GROWERS. It shall be D&PL's  responsibility to (1)
comply with all conditions, of which it has been notified, of such registrations
and  approvals  applicable  to its  activities  under  this  Agreement;  and (2)
determine the  appropriate  marketing  claims and prices for  DELTAPINE  ROUNDUP
READY(R) CULTIVARS other than those for the ROUNDUP READY(R) GENE(S).  Decisions
on the best  system  for  licensing  or  sublicensing  LICENSED  GROWERS  to use
MONSANTO  TECHNOLOGY  exhibited  in  LICENSED  COMMERCIAL  SEED,  including  the
financing terms for payment of TECHNOLOGY FEES by LICENSED  GROWERS and the best
distribution  system for LICENSED  COMMERCIAL SEED shall be mutual. It is agreed
that the systems as in use in the  LICENSED  COUNTRY on the  EFFECTIVE  DATE are
acceptable at the present time.

     4.3 TESTING OF NEW VARIETIES:  After the EFFECTIVE  DATE, D&PL shall submit
new varieties of LICENSED COMMERCIAL SEED to a GENE EQUIVALENCY TEST. D&PL shall
bear all costs of such testing.

     4.4  SUPPLY OF  LICENSED  COMMERCIAL  SEED:  D&PL  shall  use  commercially
reasonable  efforts to supply a sufficient  quantity of COTTON  PLANTING SEED of
DELTAPINE ROUNDUP READY(R) CULTIVARS for purchase by LICENSED COMMERCIAL GROWERS
during the term of this Agreement.

     4.5 PROMOTIONAL ACTIVITIES:  The parties agree that neither may promote the
TECHNOLOGY  of the other  without the  consent of the owner,  which shall not be
unreasonably withheld or delayed.

                      SECTION 5 -- OWNERSHIP OF TECHNOLOGY

     5.1 MONSANTO TECHNOLOGY AND LICENSED PATENT RIGHTS:

          (a) All MONSANTO TECHNOLOGY shall remain the property of MONSANTO.

          (b) All LICENSED PATENT RIGHTS shall remain the property of the owners
     as of the EFFECTIVE DATE.

     5.2 D&PL TECHNOLOGY: All D&PL TECHNOLOGY shall remain the property of D&PL.

     5.3 SAFETY AND  TOXICOLOGY  DATA:  D&PL and MONSANTO  shall jointly own all
safety  and  toxicological   data  generated  jointly  through  any  development
activities. All such data solely developed by either party shall be solely owned
by the respective party.

     5.4 EFFICACY  DATA:  D&PL and MONSANTO  shall jointly own all efficacy data
jointly  developed  through  any  development  activities.  All such data solely
developed by either party shall be solely owned by the respective party.

     5.5  USE OF  DATA:  D&PL  and  MONSANTO  shall  be  permitted  to  use  the
jointly-owned safety,  toxicological and efficacy data jointly developed through
any development  activities;  provided,  however, that such use shall not be for
the sole benefit of a third party.

                            SECTION 6 -- COMPENSATION

     6.1  COMPENSATION  TO BE PAID TO D&PL:  At such time as  MONSANTO  provides
notice under Subsection 3.11, MONSANTO shall thereafter collect compensation for
licenses to produce a  commercial  cotton  crop with  LICENSED  COMMERCIAL  SEED
directly  from  LICENSED  GROWERS.  In  consideration  of  D&PL's  promises  and
obligations  contained  herein,  including,  but not limited to, its obligations
under Subsection 4.2, MONSANTO shall,  according to the provisions of Subsection
7.2,  remit to D&PL  the sum of (1) the  remainder  of NET  LICENSE  FEES  after
deduction of an amount equal to the NET LICENSE FEES  multiplied by the MONSANTO
ROYALTY PERCENTAGE.

     6.2  COMPENSATION  TO BE PAID TO  MONSANTO:  Until  such  time as  MONSANTO
provides notice under  Subsection 3.11, in consideration of the rights under the
LICENSES  granted to D&PL  pursuant  to  Subsections  3.1 and 3.2,  D&PL  shall,
according to the  provisions of Subsection  7.2, pay to MONSANTO the ROYALTY for
each FISCAL YEAR for which a ROYALTY is due. In addition,  D&PL hereby grants to
MONSANTO,  during  the  term  of  this  Agreement,  a  nonexclusive  license  to
IMPROVEMENTS,  with the right to  sublicense  where  such  sublicense  is not in
conflict  with  D&PL's  exclusive  rights  under  this  agreement  or any  other
agreement with MONSANTO or any third party,  said license to be on  commercially
reasonable terms and for any country in which D&PL is licensed to sell DELTAPINE
ROUNDUP READY(R) CULTIVARS.

     6.3 COMPENSATION PERIOD:

          (a) With  respect to LICENSED  COMMERCIAL  SEED  containing a specific
     ROUNDUP  READY(R)  GENE and no other  gene  provided  by  MONSANTO,  D&PL's
     obligation to pay a ROYALTY in the LICENSED COUNTRY shall begin on the DATE
     OF  FIRST  COMMERCIAL  LICENSING  of  any  specific  cultivar  of  LICENSED
     COMMERCIAL SEED  containing such ROUNDUP  READY(R) GENE and shall expire at
     the later of (i) fifteen years from the DATE OF FIRST COMMERCIAL  LICENSING
     in the LICENSED COUNTRY for such ROUNDUP READY(R) GENE; (ii) the expiration
     of the  last-to-expire  of the LICENSED  PATENT  RIGHTS  applicable to that
     ROUNDUP READY(R) GENE with one or more  enforceable  claim(s) which, in the
     absence of a license from MONSANTO, would be infringed by making, using, or
     selling  LICENSED  COMMERCIAL SEED containing such ROUNDUP READY(R) GENE in
     the  LICENSED  COUNTRY;  or  (iii)  the  date on  which  MONSANTO  holds no
     Effective Product Registrations. The term "Effective Product Registrations"
     means  official  clearances or written  approvals,  issued by  governmental
     agencies in the LICENSED  COUNTRY that,  as of such date have  authority to
     regulate the use of the ROUNDUP READY(R) GENE, which are necessary for sale
     of cotton  seed  containing  such  ROUNDUP  READY(R)  GENE in the  LICENSED
     COUNTRY  and which  effectively  prevent  third  parties  not  licensed  by
     MONSANTO  from selling seed  containing  the ROUNDUP  READY(R)  GENE in the
     LICENSED COUNTRY. Product registrations, if any, held by MONSANTO shall not
     be  considered  Effective  Product  Registrations  if seed  containing  the
     ROUNDUP  READY(R)  GENE  produced by third parties not licensed by MONSANTO
     makes up ten percent (10%) of COTTON  PLANTING SEED  containing the ROUNDUP
     READY(R)  GENE  legally  sold in the  LICENSED  COUNTRY in any FISCAL YEAR.
     MONSANTO may terminate the COMPENSATION PERIOD at an earlier date by notice
     to D&PL.

          (b) Upon  expiration  of the  COMPENSATION  PERIOD,  with respect to a
     specific  ROUNDUP  READY(R)  GENE,  D&PL  shall have a  permanent,  paid-up
     license to sell DELTAPINE  ROUNDUP READY(R)  CULTIVARS  containing that and
     only that specific  ROUNDUP READY(R) GENE in the LICENSED  COUNTRY,  to use
     such DELTAPINE  ROUNDUP READY(R)  CULTIVARS and the progeny thereof for any
     purpose,  including to introduce the involved ROUNDUP READY GENE into other
     DELTAPINE  CULTIVARS,  and  to use in the  LICENSED  COUNTRY  the  involved
     ROUNDUP  READY  GENE and other  genetic  materials  that were used with the
     specific  ROUNDUP  READY  GENE  in  other  DELTAPINE  CULTIVARS,  provided,
     however,  that no license is provided  either  expressly or by  implication
     under any patent owned by a third party or under any MONSANTO  PATENT RIGHT
     to make,  use, or sell any product which does contain the specific  ROUNDUP
     READY GENE for which the COMPENSATION PERIOD has not ended. At such time as
     the COMPENSATION  PERIOD ends for a ROUNDUP READY GENE, MONSANTO shall have
     no future  responsibility to D&PL under this Agreement with respect to such
     specific  DELTAPINE  ROUNDUP READY CULTIVAR and other  DELTAPINE  CULTIVARS
     derived  therefrom or further use of that ROUNDUP READY GENE and D&PL shall
     cease using the ROUNDUP READY(R) GENE TRADEMARK, including, but not limited
     to, any payments which might otherwise be due under Section 6.  Termination
     of such future  responsibilities shall not affect obligations which accrued
     prior  to  the   expiration   of  such  period.   D&PL  shall  assume  full
     responsibility  for the DELTAPINE  ROUNDUP READY CULTIVARS  containing such
     GENE and shall  defend and  indemnify  against,  and hold  MONSANTO and its
     employees,  directors,  officers and agents harmless from, any loss,  cost,
     liability  or  expense  (including  court  costs  and  reasonable  fees  of
     attorneys  and other  professionals)  incurred from any claim arising or in
     any  way  connected  with  D&PL's  use of the  ROUNDUP  READY  GENE  or any
     biological  materials  for  which it  holds a  paid-up  license;  provided,
     HOWEVER,  THAT:  (I) D&PL SHALL HAVE SOLE  CONTROL OF SUCH  DEFENSE AND ALL
     NEGOTIATIONS  RELATING TO ITS  SETTLEMENT,  PROVIDED,  HOWEVER,  THAT, D&PL
     SHALL  KEEP  MONSANTO  ADVISED  OF THE  STATUS  OF THE  CLAIM  AND ANY SUCH
     NEGOTIATIONS  AND THAT ANY SETTLEMENT BY D&PL WHICH HAS OR COULD REASONABLY
     HAVE A SUBSTANTIAL  DIRECT  FINANCIAL  IMPACT ON MONSANTO SHALL REQUIRE THE
     PRIOR  WRITTEN  APPROVAL  OF  MONSANTO  WHICH  SHALL  NOT  BE  UNREASONABLY
     WITHHELD;  (II) THE  OBLIGATION  TO  INDEMNIFY IS  CONDITIONAL  ON MONSANTO
     HAVING  NOTIFIED D&PL WITHIN THIRTY (30) DAYS OF THE RECEIPT BY MONSANTO OF
     A  PERFORMANCE  CLAIM  SUBJECT TO THIS  INDEMNIFICATION;  (III) IF MONSANTO
     DESIRES TO HAVE ITS COUNSEL PARTICIPATE IN THE PREPARATION OF SUCH DEFENSE,
     TRIAL,  OR SETTLEMENT OF ANY CLAIM  SUBJECT TO THIS  INDEMNIFICATION,  SUCH
     PARTICIPATION SHALL BE AT MONSANTO'S EXPENSE;  (IV) IF MONSANTO ASSUMES THE
     DEFENSE AGAINST ANY SUCH CLAIM,  D&PL SHALL HAVE NO OBLIGATION TO DEFEND OR
     INDEMNIFY  MONSANTO  WITH  RESPECT TO SUCH  CLAIM;  AND (V)  MONSANTO  MUST
     PROMPTLY PROVIDE ALL INFORMATION IN ITS POSSESSION  REASONABLY REQUESTED BY
     D&PL  AND  MAKE  AVAILABLE  ALL  PERSONNEL  OF  MONSANTO  FOR  DEPOSITIONS,
     TESTIMONY  AND  CONSULTATIONS,   AND  PROVIDE  SUCH  TECHNICAL   ASSISTANCE
     REASONABLY REQUESTED BY D&PL TO THE EXTENT NECESSARY FOR THE DEFENSE OF THE
     ASSERTED CLAIM.

          (c) The  provisions  of  Subsection  6.3 do not apply to any DELTAPINE
     ROUNDUP READY CULTIVARS containing a LEPIDOPTERAN-ACTIVE  GENE or a ROUNDUP
     READY(R) GENE for which the COMPENSATION PERIOD has not expired.

                     SECTION 7 -- BUSINESS RECORDS/PAYMENTS

     7.1 BUSINESS RECORDS:  D&PL and MONSANTO shall keep records with respect to
the LICENSED  COUNTRY  showing  license  fees due and  collected  from  LICENSED
GROWERS,  the amount and prices of LICENSED  COMMERCIAL  SEED sold or  otherwise
transferred  to third  parties  and  showing  the  results  of their  respective
activities under  Subsections  3.5(a), 4, and 6. D&PL and MONSANTO further agree
to submit 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 by a national auditing firm appointed by and
at the  expense  of the  party  requesting  such  audit,  which  firm  shall  be
reasonably  acceptable to the other party.  In the event that in any such audit,
errors which in the  aggregate  are  identified  that result in a payment by the
audited  party to the  requesting  party of more than 2.5  percent of the amount
which  should have been paid,  then the audited  party shall pay the  reasonable
expense of such audit.

     7.2 REPORTS AND PAYMENTS:

          (a) On or before  December 15 and March 31 of each FISCAL  YEAR,  D&PL
     shall submit to MONSANTO a report on sales of LICENSED  COMMERCIAL  SEED in
     the LICENSED  COUNTRY since the most recent previous  report.  On or before
     December 15 of each fiscal year,  D&PL shall submit to MONSANTO a report on
     information   necessary  to  determine   compliance  with  Subsection  3.5,
     including  information from any third party  technology  provider for genes
     added to a STACKED GENE COTTON SEED. Each report on sales shall include the
     UNITS  invoiced and  collected by variety and CLASS of LICENSED  COMMERCIAL
     SEED,  and a  calculation  of the ROYALTY due along with the basis for such
     calculation.  On or before May 30 and August 31 of each FISCAL  YEAR,  D&PL
     shall pay to MONSANTO  the ROYALTY due pursuant to  Subsection  6.2 and any
     amounts necessary for compliance with the provisions of Subsection  3.5(a).
     If no such payment is due to MONSANTO for the subject payment period,  D&PL
     shall so state.

          (b) If MONSANTO has taken over the licensing of LICENSED GROWERS under
     the provisions of Subsection  3.11, then on or before December 15 and March
     31 of each  FISCAL  YEAR,  MONSANTO  shall  submit  to D&PL a report on NET
     LICENSE FEES invoiced and collected in the LICENSED COUNTRY,  if any, since
     the most recent previous  report.  Each report shall include the TECHNOLOGY
     FEE  charged in the  LICENSED  COUNTRY.  On or before May 30 and August 31,
     MONSANTO  shall pay to D&PL its share of the NET LICENSE  FEES due pursuant
     to Subsection 6.1 for fees collected since the most recent  payment.  If no
     such  payment  is due to D&PL  for the  LICENSED  COUNTRY  for the  subject
     payment period, MONSANTO shall so state.

          (c) Reports due pursuant to this Section 7 shall be sent to:

         If to D&PL:       D&PL South Africa, Inc.
                           24 Bank Street
                           Industrial Area
                           Groblersdal 0470
                           Republic of South Africa
                           Attention: General Manager


         If to MONSANTO:   Monsanto Company
                           800 North Lindbergh Boulevard
                           St. Louis, Missouri  63167
                           Attention: Global Product Management, Cotton

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


          (d) Payments due to MONSANTO shall be paid as MONSANTO shall from time
     to time  direct.  Except as  provided  herein,  all  amounts  to be paid to
     MONSANTO shall be calculated in U.S.  dollars using the U.S.  dollar buying
     exchange  rate at  D&PL's  financial  institution  in effect on the date on
     which the payment is due under Subsection 7.2(b).  Deductions shall be made
     from any amount owed under this Agreement for one-half of the amount of any
     related   foreign   exchange  fees,   fax  fees,   bank  charges  and  like
     transactional costs charged to D&PL.  Appropriate  documents evidencing and
     supporting  any such  deduction  shall be provided  at the time  payment is
     made.

          (e) All payments due to MONSANTO  under this  Agreement are subject to
     approval by the Exchange  Control and Central Bank of the Republic of South
     Africa and such other laws and regulations  that may apply.  D&PL shall use
     commercially  reasonable efforts to obtain such approval and MONSANTO shall
     provide  assistance  and  information  needed to obtain such  approval upon
     request of D&PL In the event of a lack of governmental approval to transmit
     payments hereunder, D&PL shall use commercially reasonable efforts to place
     all sums  constituting  payments due to MONSANTO under this Agreement in an
     interest  bearing  account for the benefit of MONSANTO.  Provided  however,
     that in the  event  such  payments  are not,  despite  D&PL's  commercially
     reasonable  efforts,  placed in such interest bearing account,  no interest
     thereon shall accrue.

     7.3 INTEREST ON OUTSTANDING  BALANCES:  If either party fails to pay on any
due date any amount which is payable under this Agreement  except as provided by
lack of approval to transmit  funds in Subsection  7.2(e) above,  then,  without
prejudice to Subsection 10.5, 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.

     7.4 OFFSETTING PAYMENTS: Either party may request that the parties meet (in
person or by telephone or video) fifteen days prior to the due dates provided in
Subsection  7.2 to give each  other the  reports  due under  Subsection  7.2 and
calculate  the net payment owed by one party to the other.  In the event of such
an offset,  each report shall state that all or part of the  compensation due to
the other party was offset by the same amount due to the reporting  party.  If a
debtor party has  requested a meeting  under this  Subsection  7.4 and the other
party has failed to comply,  the  next-due  payment from such debtor party shall
not be subject to interest  payments  under  Subsection  7.3 until  fifteen days
after the  other  party has sent its  report  to the  debtor  party and made its
payment, if applicable.

                          SECTION 8 -- CONFIDENTIALITY

     8.1 NON-DISCLOSURE OF CONFIDENTIAL INFORMATION:

          (a) Neither  D&PL nor  MONSANTO  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 except with the prior written consent of the other party
     or as provided in Subsection  8.3;  provided,  however,  MONSANTO  shall be
     permitted to disclose any general information  relating to performance of a
     ROUNDUP READY GENE to the extent such  disclosure is necessary or desirable
     for the commercialization of cotton seed containing a ROUNDUP READY GENE in
     the  LICENSED  COUNTRY;  provided,  further  that,  MONSANTO  shall  not be
     permitted to disclose information  relating  specifically only to DELTAPINE
     CULTIVARS.

          (b) MONSANTO shall not disclose  confidential D&PL pricing,  sales, or
     other sensitive information to any competitor of D&PL.

     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 or other information, ten (10) years thereafter.

     8.3 USES OF CONFIDENTIAL INFORMATION:  Subject to the overriding provisions
of  Subsections  5.3,  5.4,  and  5.5,  any  TECHNOLOGY  or  other  confidential
information which is disclosed by either D&PL or MONSANTO 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  Agreement  or for the  commercial  exploitation  of the  cotton  seed
     containing  a  ROUNDUP  READY  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  Agreement and that person  further  agreeing not to use
     the same except for the purposes for which the disclosure is made;

          (b) Disclosed by the RECIPIENT to any  governmental or other authority
     or regulatory body to the extent required by law. Provided,  however,  that
     the  RECIPIENT  shall  take all  reasonable  measures  to ensure  that such
     authority  or body  keeps the same  confidential  and does not use the same
     except  for the  purpose  for  which  such  disclosure  is made.  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;

          (c) Disclosed to a Court or litigant, to the extent such disclosure is
     ordered  by a Court  or  governmental  agency  of  competent  jurisdiction.
     Provided, however, that the RECIPIENT shall take all reasonable measures to
     ensure that the Court,  other  litigants,  or governmental  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  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,  blockade or embargo,  delays of carriers, car shortage,
fire, explosion,  breakdown of equipment,  strike,  chemical reversal reactions,
lockout,  labor  dispute,  casualty or accident,  earthquake,  epidemic,  flood,
cyclone, tornado, hurricane or other windstorm,  delays of vendors, or by reason
of any law, order, proclamation,  regulation,  ordinance,  demand,  requisition,
requirement or any other act of any governmental authority,  including,  but not
limited  to,  governmental  actions  restricting  or  preventing  the growing or
marketing of LICENSED  COMMERCIAL  SEED;  provided,  however,  that the party so
affected shall, as promptly as reasonably possible under the circumstances, give
written or oral notice to each other parties whenever such a contingency appears
likely to occur or has occurred and shall use all reasonable efforts to overcome
the effects of the contingency as promptly as possible and shall allow each such
party such access and  information  as may be necessary or desirable to evaluate
such  contingency.  No party shall be  required to resolve a strike,  lockout or
other  labor  problem  in a  manner  which 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
Agreement for a period of time equal to the duration of the event  excusing such
performance and the time required to overcome the consequences of such event and
resume performance. The affected party shall complete performance as required by
this  Agreement as soon as  practicable  after removal or cessation of the cause
for the delay or reduction in performance.

                       SECTION 10 -- TERM AND TERMINATION

     10.1  TERM OF  AGREEMENT:  The term of this  Agreement  shall  begin on the
EFFECTIVE  DATE and shall  extend  until D&PL is no longer  selling any LICENSED
COMMERCIAL  SEED in the LICENSED  COUNTRY,  unless this  Agreement is terminated
earlier pursuant to a provision of this Section 10.

     10.2 TERMINATION:

          (a)  MONSANTO  shall have the  right,  with  respect  to a  particular
     ROUNDUP  READY GENE, to terminate  this  Agreement if, over a period of two
     (2)  consecutive  years  starting  January 1, 2001,  total  annual  royalty
     revenue  to  MONSANTO  from  all of its  licensees  for use of the  subject
     ROUNDUP READY GENE in cotton is less than  MONSANTO'S  total annual royalty
     due to third parties under license  agreements from those parties for their
     technology  applied to  cotton.  MONSANTO  shall  notify  D&PL when  annual
     royalty  revenue to  MONSANTO  from all of its  licensees  is less than one
     hundred  twenty-five  percent (125%) of MONSANTO'S total annual royalty due
     to said third parties.  In the event that MONSANTO elects to terminate this
     Agreement under this Subsection 10.2(b), MONSANTO shall: (i) terminate also
     all license  agreements for the use of the subject  ROUNDUP READY GENE with
     other  licensees/sublicensees,  if any;  and  (ii)  allow  D&PL  and  other
     sublicensees/licensees  to sell only  existing  inventories  of cotton seed
     containing  the subject  ROUNDUP  READY GENE in their  possession as of the
     date of  notice  of  termination  or for which  each is then  obligated  by
     contract  to take  delivery.  In the  event  that  MONSANTO  so  elects  to
     terminate this Agreement under this Subsection 10.2(b) all other provisions
     of  this  Agreement  shall  remain  in  force  until  contractual  purchase
     commitments are fulfilled, and such inventories are exhausted.

          (b) MONSANTO shall have the right to terminate this Agreement  after a
     date three (3) years from the date on which MONSANTO receives  GOVERNMENTAL
     APPROVALS for sales of COTTON PLANTING SEED  containing a ROUNDUP  READY(R)
     GENE  which  exhibits  improved  characteristics  over  the  FIRST  ROUNDUP
     READY(R) GENE.

          (c) D&PL shall have the right to terminate this agreement by providing
     prior  written  notice to  MONSANTO  by June 30 in any FISCAL  YEAR to have
     effect on August 1 of the next FISCAL YEAR.

     10.3  BREACH OF  OBLIGATIONS:  Breach  by any party of any of the  material
provisions of this  Agreement  (other than the  confidentiality  obligations  of
Section 8 or default upon any of the payment obligations  provided herein) shall
entitle  each of the other  parties  to give the party in breach or  default  at
least  ninety (90) days'  notice to cure such breach or default.  If a breach or
default by the defaulting  party is not cured within the ninety (90) day period,
the  materially-affected  other party may terminate  this  Agreement,  by giving
notice to the other party to take effect immediately. Provided, however, that if
a breach or default is not cured by MONSANTO  within the ninety (90) day period,
D&PL, to the extent that it shall have been materially affected by such default,
may at its option by giving notice to MONSANTO (i) terminate this Agreement,  or
(ii) terminate D&PL'S obligations under Subsection4.5, with all other provisions
of this Agreement to remain in effect.  Such option  selected by D&PL shall take
effect immediately.  Any termination under this Subsection 10.3 shall not affect
any other rights the notifying party may have under this Agreement or at law.

     10.4 DEFAULT ON PAYMENT:  In the event D&PL  defaults on any payment due to
MONSANTO  pursuant  to Section 6,  unless the  default is caused by a default or
other action by MONSANTO or under the provisions of Subsection 7.2(e), and fails
to cure such default  within  thirty (30) days of notice by  MONSANTO,  MONSANTO
shall have the right to terminate  this  Agreement by giving  notice to D&PL. In
the event MONSANTO  defaults on any payment due to D&PL pursuant to Section 6 or
under the  provisions  of Subsection  7.2(e),  unless the default is caused by a
default or other action by D&PL,  and fails to cure such default  within  thirty
(30)  days of notice  by D&PL,  D&PL  shall  have the  right to  terminate  this
Agreement by giving notice to MONSANTO.

     10.5 EFFECT OF  TERMINATION:  In the event this  Agreement is terminated in
its entirety by either D&PL or MONSANTO, D&PL shall lose all rights and LICENSES
granted  to it  pursuant  to this  Agreement,  provided,  however,  that if this
Agreement is  terminated  by D&PL on account of a breach or default by MONSANTO,
D&PL  shall  have  the  right  to  sell  LICENSED  COMMERCIAL  SEED  then in the
possession of D&PL or which D&PL is then  obligated by contract to take delivery
in the LICENSED COUNTRY.

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

                       SECTION 11 -- WARRANTY/LIMITATIONS

     11.1 MONSANTO WARRANTIES: MONSANTO hereby warrants and represents that with
respect to each ROUNDUP  READY(R)  GENE  authorized  by MONSANTO for  COMMERCIAL
SALE, as of its DATE OF APPROVAL FOR  COMMERCIAL  SALE in the LICENSED  COUNTRY,
MONSANTO: (i) is the owner of such ROUNDUP READY(R) GENE and MONSANTO TECHNOLOGY
used in the  development  thereof;  (ii) is owner or licensee of any  applicable
LICENSED PATENT RIGHTS;  and (iii) has the right to license (or sublicense) D&PL
such  ROUNDUP  READY(R)  GENE  and  the  LICENSED  PATENT  RIGHTS  and  MONSANTO
TECHNOLOGY  used in the  development  thereof,  for use  under the terms of this
Agreement;

     11.2 MUTUAL WARRANTIES:

          (a) MONSANTO  warrants to D&PL that this License  Agreement  does not,
     and  performance  by  MONSANTO  of  its  obligations  hereunder  will  not,
     contravene  any  provision  of  any  agreement  or  contract  binding  upon
     MONSANTO.

          (b) D&PL  warrants to MONSANTO 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.

     11.3 NO OTHER WARRANTIES: It is expressly understood that D&PL and MONSANTO
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 ANY ROUNDUP READY(R) GENE, RELATED MONSANTO TECHNOLOGY, LICENSED
     COMMERCIAL SEED, OR DELTAPINE CULTIVARS;

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

          (c) ANY ROUNDUP READY(R) GENE, RELATED MONSANTO  TECHNOLOGY,  LICENSED
     COMMERCIAL  SEED,  OR DELTAPINE  CULTIVARS  OR USE THEREOF  BEING FREE FROM
     INFRINGEMENT OF PATENTS OTHER THAN LICENSED PATENT RIGHTS.

                        SECTION 12 -- PATENT INFRINGEMENT

     12.1 UTILIZATION OF NON-INFRINGING  TECHNOLOGY:  If, in MONSANTO'S opinion,
the  development,  production,  processing,  use,  export  or sale  of  LICENSED
COMMERCIAL SEED with respect to the LICENSED  COUNTRY,  that has been authorized
for COMMERCIAL SALE in writing by MONSANTO, would infringe a third party patent,
MONSANTO  shall employ  reasonable  business  efforts and judgment to access the
necessary  license from said third party at no additional cost to D&PL, at which
time said patent shall become part of the LICENSED  PATENT  RIGHTS.  If MONSANTO
has alternative  TECHNOLOGY  which MONSANTO can lawfully license for use by D&PL
that obviates the need for said third party license which MONSANTO cannot access
at a reasonable cost and results in plants which exhibit tolerance to GLYPHOSATE
at the same or greater levels as plants  produced from LICENSED  COMMERCIAL SEED
containing   previously   authorized   TECHNOLOGY,   MONSANTO  shall  make  such
alternative  TECHNOLOGY  available  to D&PL.  D&PL shall  promptly  utilize such
alternative  TECHNOLOGY to avoid the need for such third party license.  Nothing
in this Agreement shall preclude D&PL from  negotiating  directly with any third
party for rights  under  patents or patent  applications  held by a third party.
Provided,  however,  that  any  costs  incurred  by D&PL in  negotiating  for or
acquiring  any third  party  patent  rights  shall not be  credited  against any
payments  due to  MONSANTO  by D&PL  unless  MONSANTO  agrees to such  credit in
writing.

     12.2 DEFENSE OF INFRINGEMENT CLAIMS:

          (a) Subject to the  limitations  of Subsection  12.3,  MONSANTO  shall
     assume the defense of any claim  brought  against D&PL by a third party for
     infringement  of any patent of the LICENSED  COUNTRY  insofar as such claim
     arises solely from D&PL'S use in the LICENSED COUNTRY of transgenic  cotton
     germplasm   provided  by  MONSANTO   pursuant  to  this  Agreement   ("D&PL
     Infringement  Claim")  and,  except as  provided  to the  contrary  in this
     Section 12, shall  assume the legal costs and  expenses of  defending  D&PL
     against any such D&PL  Infringement  Claim.  MONSANTO shall be permitted to
     conduct  such  defense  with   nationally-recognized   patent  counsel  and
     litigation  lawyers  of its  choice  experienced  in  patent  law and shall
     regularly  keep D&PL  informed in writing of the status and progress of the
     suit . If D&PL desires to have its counsel  participate in the  preparation
     of such defense,  trial, or settlement of any D&PL Infringement Claim, such
     participation  shall be at D&PL'S  expense.  Subject to the  limitations of
     Subsection 12.2 and 12.3, MONSANTO shall indemnify D&PL against any and all
     monetary  damages and/or costs actually awarded in such suit or any amounts
     paid in settlement in respect to such an D&PL  Infringement  Claim.  In the
     event that D&PL assumes the defense  against any D&PL  Infringement  Claim,
     MONSANTO  shall have no obligation to defend or indemnify D&PL with respect
     to such D&PL Infringement Claim.

          (b) If the D&PL Infringement Claim is made by a third party, and (i) a
     license  agreement  is  available  on  reasonable  terms to settle the D&PL
     Infringement  Claim, and (ii) D&PL does not accept the proposed  reasonable
     license  agreement,  then  MONSANTO's  liability  under its  obligations to
     defend and  indemnify  D&PL with  respect to such D&PL  Infringement  Claim
     shall be limited to the sum of the costs incurred and damages  attributable
     to D&PL's  activities  prior to the  availability  of the  license  plus an
     amount not to exceed the royalties and other  monetary  payments that would
     have been payable for D&PL's  activities after  availability of the license
     to the third party licensor had such license agreement been accepted.

          (c) The obligation of MONSANTO  pursuant to this Subsection 12.2 shall
     apply only if:

               (i) D&PL notifies MONSANTO within twenty (20) days of the receipt
          by D&PL of a notice  of an  alleged  or  potential  infringement  of a
          third-party  patent  by  the  production,  use  or  sale  of  LICENSED
          COMMERCIAL SEED or a D&PL Infringement  Claim.  MONSANTO  acknowledges
          that D&PL has properly  notified MONSANTO that a claim of infringement
          of certain South African patents has been received from Phytogen, Inc.

               (ii) MONSANTO is given  exclusive  control of the defense of such
          D&PL  Infringement   Claim  and  all  negotiations   relating  to  its
          settlement; provided however that, MONSANTO shall keep D&PL advised of
          the status of the D&PL  Infringement  Claim and any such  negotiations
          and that any settlement by MONSANTO which has or reasonably could have
          a substantial  direct financial impact on D&PL shall require the prior
          written  approval  of D&PL which shall not be  unreasonably  withheld;
          provided further that for the purposes of this Subsection 12.2(c)(ii),
          a settlement which requires the payment of not more than the remaining
          indemnification  amount of Subsection 12.3 to the  third-party  patent
          owner and would  require  no further  payment to said third  party for
          continued development,  production, use or sale of LICENSED COMMERCIAL
          SEED  shall not be  considered  to have a direct  financial  impact on
          D&PL; and

               (iii) D&PL  promptly  provides to the  attorney(s)  defending the
          action  all  relevant   information  in  its   possession   (excluding
          information  covered by confidentiality  obligations to third parties)
          reasonably  requested by MONSANTO and reasonably  makes  available all
          personnel of D&PL for depositions,  testimony and  consultations,  and
          provides such technical assistance reasonably requested by MONSANTO to
          the  extent  necessary  for the  conduct of the suit and to the extent
          that D&PL has the power and the legal right to do so.

          (d) In the  event of a D&PL  Infringement  Claim or an  allegation  of
     infringement  of a  third-party  patent in the  LICENSED  COUNTRY  and if a
     reasonable  license agreement with that third party is not available,  then
     D&PL shall,  upon the written request of MONSANTO promptly cease and desist
     the infringing  activity.  If D&PL does not cease and desist such activity,
     MONSANTO  shall have no obligation to defend or indemnify D&PL with respect
     to any such D&PL Infringement Claim.

     12.3  LIMITATION OF LIABILITY:  MONSANTO's  total liability at any time for
all indemnification payments to D&PL for its payment to third parties for patent
infringement,  payments made in settlement of infringement  claims against D&PL,
and D&PL's costs  associated with the defense of all D&PL  Infringement  Claims,
shall not cumulatively exceed, the total amount of (i) NET LICENSE FEES retained
by MONSANTO,  if any,  after payment of the amount due to D&PL under  Subsection
6.1, including those fees retained by MONSANTO for sales in the LICENSED COUNTRY
prior to the  EFFECTIVE  DATE,  plus (ii) the  ROYALTY  paid to MONSANTO by D&PL
under Subsection 6.2, all for sales in the applicable LICENSED COUNTRY.

     12.4 SUSPECTED  INFRINGEMENT OF LICENSED  PATENT RIGHTS:  In the event D&PL
learns of suspected  infringement of LICENSED PATENT RIGHTS,  then to the extent
that D&PL is lawfully  permitted  to do so, D&PL shall  notify  MONSANTO to such
effect and provide MONSANTO with the evidence concerning suspected  infringement
in D&PL'S  possession.  MONSANTO shall use reasonable  efforts to terminate such
infringement without litigation. Nothing herein shall be construed as conferring
on D&PL any right to bring suit for infringement of LICENSED PATENT RIGHTS.

     12.5 EFFECT OF INVALIDITY OF LICENSED PATENT RIGHTS: In the event any claim
of  LICENSED  PATENT  RIGHTS is  declared  invalid or  unenforceable  by a final
judgment of a court having  competent  jurisdiction,  the LICENSES granted under
Section 3 shall  terminate and have no force or effect as to the subject  matter
covered by that  claim.  However,  subject to the  provisions  of Section 6, the
LICENSES  shall  continue  with respect to any  remaining  patent  claims within
LICENSED PATENT RIGHTS.

     12.6 SUSPECTED  MISAPPROPRIATION OF MONSANTO TECHNOLOGY:  In the event D&PL
learns of any suspected  misappropriation  by a third party of a gene which is a
candidate  to  become a  ROUNDUP  READY(R)  GENE or other  MONSANTO  TECHNOLOGY,
furnished by MONSANTO, or progeny thereof, to the extent that it may lawfully do
so, D&PL shall notify MONSANTO,  provide MONSANTO with the available information
concerning  the  suspected  misappropriation,  and  cooperate  with  MONSANTO to
terminate  such  misappropriation  and/or obtain  redress  therefor,  but at the
expense of MONSANTO.

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

     13.1  PROCEDURE  AND  INDEMNITIES  FOR VENDEE  CLAIMS:  In the event that a
purchaser  of  LICENSED  COMMERCIAL  SEED  makes a claim that one or both of the
parties have breached a warranty for the LICENSED COMMERCIAL SEED or that it has
otherwise failed to provide the expected performance, whether such claim is made
in a governmental forum, such as a court, or by communicating  directly with one
of the parties or a distributor of LICENSED  COMMERCIAL SEED, then the following
shall apply:

          (a) Neither party shall  communicate  to such  purchaser  (hereinafter
     "claimant")  that the alleged failure is due to the TECHNOLOGY of the other
     party.

          (b) A party  receiving  notice of a claim or action  shall  notify the
     other within fifteen days of receipt by the party.

          (c) In the case of any  settlement  in which a party expects the other
     party to share all or any  portion of the cost of  settlement,  the parties
     shall first have agreed to any settlement offer prior to its  communication
     to the claimant, including who shall be responsible for what portion of the
     settlement  payment (whether in cash or goods or services).  Alternatively,
     such   agreement   may  include  the   agreement  to  refer  the  issue  of
     responsibility to arbitration as provided in Subsection 13.1(e)(iv) below.

          (d) The parties shall  jointly  defend any formal action by a claimant
     or class of claimants.

          (e) The  parties  shall  indemnify  each  other  for the costs of such
     defense and any damages awarded or paid by way of a settlement  agreed upon
     as provided  in  Subsection  13.1(c)  (together,  the "action  costs") as a
     result of such action on the following basis:

               i) If the LICENSED  COMMERCIAL SEED involved in the action failed
          to meet the SEED PURITY STANDARD due to no fault of MONSANTO or if the
          DELTAPINE CULTIVAR or COTTON PLANTING SEED is the cause of the alleged
          failure due to no fault of the ROUNDUP  READY(R) GENE, then D&PL shall
          indemnify  MONSANTO  for one  hundred  percent  of the  action  costs,
          provided that D&PL shall have no  responsibility  for such action cost
          in the event that  breach of an express  warranty  by  MONSANTO or its
          agents  gave rise to the cause of  action  and D&PL had not  agreed in
          writing to the terms of such express warranty; or

               ii)  If  the  claimant  used  ROUNDUP(R)herbicide   sourced  from
          MONSANTO over the plants grown from such LICENSED COMMERCIAL SEED, and
          such ROUNDUP(R) herbicide is shown to be defective, and such defect is
          the cause of the alleged  failure,  then MONSANTO shall indemnify D&PL
          for one hundred percent of the action costs; or

               iii) If  neither  of (i) or  (ii)  applies,  then if the  ROUNDUP
          READY(R)GENE or, if applicable,  the LEPIDOPTERAN  ACTIVE GENE, is the
          cause of the alleged failure of the LICENSED COMMERCIAL SEED, MONSANTO
          shall be responsible for a percentage of the action costs equal to the
          MONSANTO  ROYALTY  PERCENTAGE  applicable  to the sale of the LICENSED
          COMMERCIAL  SEED which led to the action and D&PL shall be responsible
          for the balance of the action costs,  (and each party  indemnifies the
          other for such amount).  Provided  further that MONSANTO shall have no
          responsibility  for its share of such  action  costs in the event that
          breach of an express  warranty  by D&PL or its agents gave rise to the
          cause of action and MONSANTO had not agreed in writing to the terms of
          such express warranty; or

               iv) If MONSANTO and D&PL do not agree on which of (i),  (ii),  or
          (iii)  applies,  then the  parties  shall  submit to  arbitration,  as
          provided in Subsection 10.11 of the OPTION AGREEMENT, the issue of the
          cause of the alleged  failure of  LICENSED  COMMERCIAL  SEED,  and, if
          necessary, the liability of each party under this agreement, following
          the allocations provided in this Subsection 13.1(e), provided that (A)
          if the  Arbitrator  determines  that no one of  (i),  (ii),  or  (iii)
          applies but also determines that the cause for the alleged failure can
          be allocated  with  reasonable  certainty  among  MONSANTO and D&PL in
          percentage  terms,  the  Arbitrator  may  allocate the action costs in
          accordance  with  such  finding  concerning  cause,  but  (B)  if  the
          Arbitrator  cannot  determine  the  cause of the  alleged  failure  of
          performance  under the above  provisions of this Subsection 13.1, then
          MONSANTO  shall be  responsible  for a percentage  of the action costs
          equal to the MONSANTO ROYALTY PERCENTAGE applicable to the sale of the
          LICENSED  COMMERCIAL  SEED  which led to the  action and D&PL shall be
          responsible  for the  balance  of the  action  costs  (and each  party
          indemnifies the other for such amount).  The  arbitrator(s)  shall not
          have the power to alter,  amend, or otherwise affect the terms of this
          Agreement.

          (f) In the event that  information  comes to the  attention  of either
     MONSANTO or D&PL that a change in conditions has occurred which  reasonably
     necessitates a modification of performance  warranty(ies) previously agreed
     upon by the  parties,  the party having such  information  shall notify the
     other party within sixty (60) days after  receipt of such  information  and
     MONSANTO  and D&PL  shall each act in good  faith to reach  agreement  upon
     appropriate modification(s) of such performance warranty(ies).

     13.2 FAILURE TO COMPLY WITH REQUIRED  PROCEDURES:  If a party  breaches the
provisions of Subsection 13.1 with respect to a claim or claims by purchasers of
LICENSED  COMMERCIAL  SEED,  then  that  party  shall  be  one  hundred  percent
responsible  for the costs of settling or  defending  such  claim(s) and for any
damages awarded as a result of actions involving such claim(s).

     13.3 D&PL'S INDEMNITY FOR VENDEES CLAIMS:

     EXCEPT AS  EXPRESSLY  PROVIDED  IN  SUBSECTIONS  13.1 AND 13.2,  D&PL SHALL
DEFEND AND INDEMNIFY  AGAINST,  AND HOLD MONSANTO AND ITS EMPLOYEES,  DIRECTORS,
OFFICERS  AND  AGENTS  HARMLESS  FROM,  ANY LOSS,  COST,  LIABILITY  OR  EXPENSE
(INCLUDING COURT COSTS AND REASONABLE FEES OF ATTORNEYS AND OTHER PROFESSIONALS)
INCURRED  FROM ANY CLAIM BY COTTON  FARMERS WHO  PURCHASE,  AND OF  DISTRIBUTORS
AGAINST WHOM SUCH FARMERS MAY MAKE CLAIMS,  ARISING OR IN ANY WAY CONNECTED WITH
LICENSED  COMMERCIAL  SEED,  ANY PLANT GROWN  THEREFROM  OR THE  PERFORMANCE  OF
EITHER.  PROVIDED,  HOWEVER,  THAT:  (I) D&PL  SHALL  HAVE SOLE  CONTROL OF SUCH
DEFENSE AND ALL NEGOTIATIONS RELATING TO ITS SETTLEMENT;  PROVIDED HOWEVER THAT,
D&PL  SHALL  KEEP  MONSANTO  ADVISED  OF THE  STATUS  OF THE  CLAIM AND ANY SUCH
NEGOTIATIONS  AND THAT ANY SETTLEMENT BY D&PL WHICH HAS OR COULD REASONABLY HAVE
A  SUBSTANTIAL  DIRECT  FINANCIAL  IMPACT ON  MONSANTO  SHALL  REQUIRE THE PRIOR
WRITTEN APPROVAL OF MONSANTO WHICH SHALL NOT BE UNREASONABLY WITHHELD;  (II) THE
OBLIGATION TO INDEMNIFY IS CONDITIONAL ON MONSANTO  HAVING  NOTIFIED D&PL WITHIN
TWENTY (20) DAYS OF THE RECEIPT BY MONSANTO OF A  PERFORMANCE  CLAIM  SUBJECT TO
THIS INDEMNIFICATION;  (III) IF MONSANTO DESIRES TO HAVE ITS COUNSEL PARTICIPATE
IN THE PREPARATION OF SUCH DEFENSE, TRIAL, OR SETTLEMENT OF ANY CLAIM SUBJECT TO
THIS INDEMNIFICATION, SUCH PARTICIPATION SHALL BE AT MONSANTO'S EXPENSE; (IV) IF
MONSANTO  ASSUMES  THE  DEFENSE  AGAINST  ANY SUCH  CLAIM,  D&PL  SHALL  HAVE NO
OBLIGATION TO DEFEND OR INDEMNIFY  MONSANTO WITH RESPECT TO SUCH CLAIM;  AND (V)
MONSANTO MUST PROMPTLY  PROVIDE ALL  INFORMATION  IN ITS  POSSESSION  REASONABLY
REQUESTED BY D&PL AND MAKE AVAILABLE ALL PERSONNEL OF MONSANTO FOR  DEPOSITIONS,
TESTIMONY AND CONSULTATIONS,  AND PROVIDE SUCH TECHNICAL  ASSISTANCE  REASONABLY
REQUESTED BY D&PL TO THE EXTENT NECESSARY FOR THE CONDUCT OF THE SUIT.

                              SECTION 14 -- GENERAL

     14.1 ASSIGNMENT OF D&PL'S RIGHTS AND OBLIGATIONS: D&PL shall have the right
to assign this Agreement in connection with the  reorganization,  consolidation,
spin-off,  sale, or transfer of substantially all of the stock or assets related
to that  portion  of its  business  pertaining  to the  subject  matter  of this
Agreement,  either  alone or in  conjunction  with  other D&PL  businesses.  The
assignee shall agree in writing to be bound by all terms of this Agreement,  and
D&PL shall thereafter be released from all obligations  hereunder.  In addition,
D&PL shall have the right to assign its  respective  rights or  obligations  and
delegate  its  performance  hereunder,  in whole  or in part,  to any one of its
affiliates  which  carries out the  activities  licensed  under this  Agreement;
provided,  however,  that D&PL shall remain liable for the  obligations  of that
affiliate  hereunder.  Except as provided above, D&PL shall not (by operation of
law or  otherwise)  assign,  mortgage,  give as security,  or license 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  Agreement),  except  with the  written  consent of
MONSANTO.

     14.2 ASSIGNMENT OF MONSANTO'S  RIGHTS AND OBLIGATIONS:  MONSANTO shall have
the  right to assign  this  Agreement  in  connection  with the  reorganization,
consolidation,  spin-off, sale, or transfer of substantially all of the stock or
assets related to that portion of its business  pertaining to the subject matter
of  this  Agreement,   either  alone  or  in  conjunction  with  other  MONSANTO
businesses.  The assignee shall agree in writing to be bound by all the terms of
this Agreement,  and MONSANTO shall  thereafter be released from all obligations
hereunder.  In addition,  MONSANTO shall have the right to assign its respective
rights or obligations  and delegate its  performance  hereunder,  in whole or in
part, to any of its  affiliates  provided,  however,  that MONSANTO shall remain
liable for all obligations  hereunder.  Except as provided above, MONSANTO shall
not (by operation of law or otherwise) assign,  mortgage,  give as security,  or
license any of its rights hereunder,  nor shall MONSANTO subcontract or delegate
(other than in the ordinary course of business) any of its obligations hereunder
(except as  otherwise  provided  in this  Agreement),  except  with the  written
consent of D&PL.

     14.3 RELATION OF PARTIES:  Nothing in this  Agreement  shall create,  or be
deemed to create,  a  partnership,  or the  relationship  of principal and agent
among the  parties.  No  provision  of this  Agreement is intended to be for the
benefit of or enforceable by any third party.

     14.4  INTEGRATION  OF  CONTRACT:   This  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.  Except  as  provided  in the  Option
Agreement,  all prior  agreements,  negotiations,  dealings and  understandings,
whether  oral or  written,  regarding  the  subject  matter  hereof  are  hereby
superseded and merged into this Agreement.

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

     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 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 APPENDICES:  Unless otherwise
expressly stated,  all Sections and Subsections  referred to herein are Sections
and  Subsections of this  Agreement,  and all Appendices  referred to herein are
Appendices attached hereto.

     14.8 PARTIAL INVALIDITY:  If any provision of this Agreement is held by any
competent  authority to be invalid or  unenforceable  in whole or in part,  this
Agreement shall continue to be valid as to the other provisions  thereof and the
remainder  of  the  affected  provision;   provided,   however,   that  if  such
determination  of invalidity or  unenforceability  substantially  diminishes the
value of the Agreement to a party, then the parties shall promptly  negotiate in
good faith to modify the agreement as necessary to make it fair and equitable to
both parties.  If the parties fail to agree upon  modifications of the agreement
to resolve the issue within ninety (90) days from  commencement of negotiations,
either party may then  terminate  the  agreement by written  notice given within
thirty  (30)  days  after  expiration  of said  ninety  (90)  day  period,  said
termination to take effect one year after commencement of negotiations.

     14.9 GOVERNING  CONTRACT LAW: This 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 rules of conflicts of law).

     14.10 NOTICES:  Any notice or other  information  required or authorized by
this  Agreement  to be given by any party to the other shall be given in writing
and shall be deemed sufficiently given when delivered by hand, or transmitted by
express mail or overnight courier service,  or transmitted by facsimile or other
means of electronic  data  transmission,  confirmed by express mail or overnight
courier  service,  to the  following  addresses of the other party or such other
address(es) as is (are) notified to the subject  parties by the other party from
time to time.

         If to D&PL:       Delta and Pine Land Company
                           One Cotton Row
                           Scott, Mississippi  38772
                           Attention:  President

         If to MONSANTO:   Monsanto Company
                           800 North Lindbergh Boulevard
                           St. Louis, Missouri  63167
                           Attention: Global Product Management, Cotton

     14.11  INCORPORATION OF APPENDICES:  The Appendices are incorporated herein
and made a part hereto.

     IN WITNESS  WHEREOF,  this  Agreement has been executed by duly  authorized
representatives of the parties herein.


                          DELTA AND PINE LAND COMPANY

                          By:________________________________

                          Title:_____________________________


                          MONSANTO COMPANY

                          By:________________________________

                          Title:_____________________________



<PAGE>


                                   APPENDIX 1

                             LICENSED PATENT RIGHTS



Patent _______
Patent _______




<PAGE>


                                   APPENDIX 2


                         RR TRADEMARK LICENSE AGREEMENT

     This  Agreement,  made as of the _______  day of  September,  2001,  by and
between Monsanto Company, a corporation organized and existing under the laws of
the State of  Delaware,  having its  principal  place of  business  at 800 North
Lindbergh  Boulevard,  St. Louis,  Missouri  63167  (hereinafter  referred to as
"MONSANTO"),  and Delta and Pine Land Company,  organized and existing under the
laws of  Delaware,  having a principal  place of  business  at 100 Main  Street,
Scott, Mississippi 38772 (hereinafter "D&PL").

                                  WITNESSETH :

WHEREAS,  MONSANTO is the owner of the trademark,  which is the subject of South
African  trademark  registration(s)  97/00354 and 97/00355 for ROUNDUP  READY(R)
Genes and seeds containing them (hereinafter referred to as the "RR TRADEMARK");
and

WHEREAS D&PL  desires to obtain a license to use the RR Trademark in  connection
with the sale of transgenic  cotton seed derived from a ROUNDUP  READY(R)  EVENT
licensed by MONSANTO  pursuant to a license for  GLYPHOSATE-TOLERANT  COTTON AND
SEED SERVICES AGREEMENT (the "LICENSE AGREEMENT");

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

     1.  MONSANTO  hereby  grants  to  D&PL,  subject  to all of the  terms  and
conditions herein contained, a non-exclusive, royalty-free license to use the RR
Trademark on or in relation to cotton seed which has been derived from a ROUNDUP
READY(R)  EVENT and which has been  produced  pursuant to the LICENSE  AGREEMENT
(hereinafter  referred to as "Goods").  This license  shall be  assignable  to a
third party only in the manner allowed in the LICENSE AGREEMENT and only as part
and parcel of an assignment of the LICENSE AGREEMENT.

     2. D&PL agrees that it will use the RR Trademark on all Goods,  but only on
Goods which meet the  derived  from a ROUNDUP  READY(R)  EVENT as defined in the
LICENSE AGREEMENT.

     3.  MONSANTO  shall have the right at all  reasonable  times to inspect and
examine the methods,  processes and containers used by D&PL in bagging, treating
and  storing  the Goods on which the D&PL uses the RR  Trademark  and to request
samples of such Goods and containers. D&PL 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  MONSANTO  and  shall  not be used for any
competitive purpose whatsoever.

     4. D&PL shall have the right to use the RR  Trademark  in  advertising  and
promotional literature and the like, as well as on labels, packaging, containers
and the like, for the Goods.  D&PL agrees that each such use of the RR Trademark
shall be in  accordance  with  the  provisions  of  Section  3.6 of the  LICENSE
AGREEMENT  and agrees  that the RR  Trademark  shall be used with the (R) symbol
which shall be keyed to the footnote  "Registered  trademark  of, and used under
the license from Monsanto  Company".  D&PL further  agrees to submit to MONSANTO
representative sample of labels, packaging, containers, advertising, promotional
materials and other materials to which the RR Trademark is applied.

     5. D&PL acknowledges MONSANTO'S exclusive ownership of all right, title and
interest  in and to  the RR  Trademark  and  agrees  that  D&PL's  use of the RR
Trademark  shall inure to the benefit of MONSANTO.  D&PL further  agrees that it
will in no way  dispute,  impugn or attack the  validity of said RR Trademark or
MONSANTO'S rights thereto.

     6. D&PL agrees not to engage in conduct or take action which will result in
a diminution in value to the RR Trademark,  including, without limitation, using
the RR Trademark in close  proximity to another  brand of which  Monsanto is not
the owner,  using the RR  Trademark  as a noun,  generic term for any product or
service, or in a manner other than as an uninflected adjective,  failing to give
express  attribution  to MONSANTO as provided in paragraph 4, or failing to give
proper notice of the registered  status of the RR Trademark.  Failure to observe
any of the foregoing shall be considered misuse of the RR Trademark.

     7. 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 8 hereof. All capitalized terms used herein but not defined herein shall
have the meanings set forth in the LICENSE AGREEMENT.

     8. If at any time,  D&PL should use the RR Trademark for Goods not produced
in accordance  with the terms of the LICENSE  AGREEMENT,  or if at any time D&PL
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 MONSANTO to that effect. Provided,  however, that D&PL shall
have  ninety  (90) days from the  receipt  of such  notice to cure any breach or
default.

     9. D&PL agrees to notify MONSANTO promptly of any apparent  infringement of
the RR Trademark.  MONSANTO will take such action regarding such infringement as
it deems, in its sole discretion,  to be necessary or desirable, and D&PL agrees
to cooperate therein.

     10.  MONSANTO  agrees to indemnify  and hold  harmless from and against all
claims,   suits,  damages  and  costs  arising  out  of  a  claim  of  trademark
infringement  on account of D&PL's use of the RR Trademark.  Provided,  however,
that  D&PL  shall  promptly  notify  MONSANTO  of such  claim or suit and  shall
reasonably cooperate with MONSANTO in the defense thereof.

     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.

                                       MONSANTO COMPANY
WITNESS
                                       By ____________________________________
___________________________            Title ___________________________________

WITNESS
                                       DELTA AND PINE LAND COMPANY

                                       By ___________________________________
_________________________              Title __________________________________


<PAGE>


                                   APPENDIX 3
                   ROUNDUP READY(R) QUALITY ASSURANCE CRITERIA

All  multiplications  of  LICENSED  COMMERCIAL  SEED  must meet  genetic  purity
standards  and comply with all  applicable  seed laws of the  LICENSED  COUNTRY.
Breeder seed lots will be sampled and tested for verification of the presence of
the  intended  event(s)  and the absence of  unintended  events  using  MONSANTO
approved assays,  laboratories and tolerances. The term "unintended event" shall
mean DNA molecules,  vector, or constructs (or replicates thereof) not naturally
occurring in cotton and not intended to be present in the variety.

Current standards are:

(a)  At least  98% of the seed in a lot of  commercial  seed  will  contain  the
     commercially approved gene(s) of interest; (using a 95% confidence level) .
     Every  seed lot (one  seed lot  shall  not  exceed  2,000  bags of seed) of
     LICENSED  COMMERCIAL  SEED must have a sample  taken and  stored  using the
     procedures of Appendix 4, and the presence of the MONSANTO ROUNDUP READY(R)
     GENE  verified.  Verification  shall be  conducted by an  independent  seed
     testing  laboratory  or D&PL'S  testing  laboratory.  All testing  shall be
     conducted  using  procedures  supplied or approved in writing by  MONSANTO.
     MONSANTO  reserves the right to do DNA  verification on any lot,  including
     the retained samples.

(b)  Adventitious  amounts of  commercially  approved,  unintended  gene(s)  are
     allowed in commercial lots of seed. It is D&PL'S  responsibility  to define
     acceptable  adventitious  amounts  based on  knowledge  of the industry and
     compliance with applicable laws.  "Commercially approved" means accepted by
     all applicable governmental agencies for unrestricted sale.

       For Example:  A cotton  variety  labeled to contain  only  Roundup  Ready
     cotton seed will  contain  =>98%  Roundup  Ready event 1445 and may contain
     <=1% Bollgard event 531; (Events 1445 and 531 are commercially  approved in
     the US).

(c)  Seed lots will be tested for  non-approved  genes 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 and for which traits. 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  MONSANTO  will be
     notified   in  writing   whenever   a   non-approved   gene  is   detected.
     "Non-approved" means not accepted by all applicable  governmental  agencies
     for unrestricted sale.

       Examples of non-approved Monsanto genes are: Roundup Ready event 1698 and
Bollgard event 757.

All  production  fields  for  LICENSED  COMMERCIAL  SEED  must be  treated  with
Roundup(TM)  herbicide  or such other brand as Monsanto may specify from time to
time at 0.75 lb. acid  equivalent of GLYPHOSATE  per acre (24 fluid ounces) in a
single  application.  This  application  must be made  between the 1- and 4-leaf
stage of  development.  Other  Roundup(TM)  herbicide  applications  may be made
within label guidelines.

A representative  sample of at least 33% of seed production  fields for LICENSED
COMMERCIAL SEED must be inspected by qualified inspectors  approximately 5 to 14
days after the first spraying with ROUNDUP(R) HERBICIDE to determine the percent
of the LICENSED COMMERCIAL SEED exhibiting tolerance to ROUNDUP(R) HERBICIDE.  A
representative  sample is  defined  as at least one  field  inspection  for each
future lot of commercial seed production.  A random check shall be made (one per
10 acres for fields less than 100 acres,  otherwise one per 20 acres).  At least
100 plants shall be examined per check and the average reported. At least 98% of
the  plants in the field  must  exhibit  complete  tolerance  to the  ROUNDUP(R)
HERBICIDE treatment by exhibiting no vegetative injury symptoms.  MONSANTO shall
have access, upon request, to all field inspection information.

All cost  associated with the quality program shall be borne by D&PL. D&PL shall
maintain all testing records for each lot of LICENSED  COMMERCIAL SEED for three
(3)  years  after  sale of such  LICENSED  COMMERCIAL  SEED.  All test  results,
inspection records and other quality assurance or quality control  documentation
shall be available to MONSANTO  upon request and MONSANTO  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.



<PAGE>


                                   APPENDIX 4

             PROCEDURE FOR ARCHIVING/STORAGE OF SAMPLES OF SEED LOTS

         1.1  Purpose.
         The 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  pertinent  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  MONSANTO'S  and D&PL'S legal rights
and/or obligations under this Agreement.

         1.2  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 bags per lot, then immediately sealed in a linen bag,
or comparable container, to provide a good moisture barrier.

         (3) In order to preserve sample quality,  where such storage conditions
are commercially  reasonable,  samples will be stored in either  air-conditioned
storage,  or in dry, arid  environments  where relative humidity and temperature
combined  do not  exceed  100 (when the  temperature  is  expressed  in  degrees
Fahrenheit).

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

         (5) 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 commenced which involve the specific
lot, the sample will be retained until a matter is finally concluded.




<PAGE>


                                   APPENDIX 5

                              GENE EQUIVALENCY TEST


        COMMERCIAL HERBICIDE-TOLERANCE PROTOCOL: ROUNDUP READY(R) COTTON

Purpose:  Determine the tolerance of candidate D&PL ROUNDUP READY(R)CULTIVARS to
applications of ROUNDUP(R) HERBICIDE .

Treatments:
               1.   Candidate cotton line not sprayed with GLYPHOSATE
               2.   Candidate   cotton  line  sprayed  with  Roundup  (or  other
                    MONSANTO  GLYPHOSATE brands as notified by MONSANTO) at 0.75
                    lb.  Acid  equivalent/Acre  (26  ounces  per  acre)  at four
                    different timings:
o    Topical application at the 1 leaf stage
o    Topical  application  at the 4 leaf stage (before the 5th leaf reaches size
     of a quarter)
o    Post  Directed ten days after the 4 leaf  application  (direct spray at the
     base of the plants minimizing foliar contact)
o    Post Directed twenty days after the 4 leaf application (direct spray at the
     base of the plants minimizing foliar contact)

Design:
o    Randomized  complete  block  design.  Plots are to be a minimum of four (4)
     rows wide by ten (10) meters long by four (4) replications.  Spray all four
     (4) rows of each treatment. Harvest the center two (2) rows.
o    Plots are to be weed free. Use an appropriate  commercial herbicide program
     and superimpose the ROUNDUP(R)  HERBICIDE (as described  above)  treatments
     over this program.
o    Due to seed size  variability,  planter  settings  must be adjusted  and/or
     early season stand thinning must be accomplished to provide a uniform plant
     population among all lines.
o    Use appropriate agronomic practices to maximize yield.
o    A minimum  of two (2)  locations  (within  the area of  adaptation  for the
     variety in the  Republic  of South  Africa)  per year for two years must be
     completed.

Data requirements:
Yield and end-of-season  plant map data must be collected and meet the following
criteria:

1.   Yield:  Lint yield averaged across locations for the sprayed treatment must
     be at  least  98% of  the  yield  of the  unsprayed  treatment  at the  95%
     confidence level.

2.   D&PL shall  submit to MONSANTO  summary  results  which show  whether  each
     candidate   variety  met  the  above  criteria  under  the  specified  test
     parameters.  In addition,  D&PL shall  certify in writing to MONSANTO  that
     each D&PL ROUNDUP READY(R)  CULTIVAR has been tested under these conditions
     and  met  the  above  criteria  for  two  (2)   consecutive   years  before
     unrestricted  sales can be made.  Commercial seed production and commercial
     agronomic  testing may be started after a candidate variety has been tested
     for one (1) year and met the above criteria.

Varieties  that  have  passed  two (2) years of  COMMERCIAL  HERBICIDE-TOLERANCE
TRIALS,  as described above or their technical  equivalent,  in Australia or the
United States,  are only required to pass one (1) year of trials in the Republic
of South Africa.



<PAGE>
Exhibit 10.35
                      GLYPHOSATE-TOLERANT COTTON AGREEMENT
                                   -AUSTRALIA-

     THIS  AGREEMENT is made as of the 3rd day of July,  2001 and among Monsanto
Company  ("MONSANTO"),  having  a  principal  place  of  business  at 800  North
Lindbergh  Boulevard,  St. Louis,  Missouri 63167, and Deltapine  Australia Pty.
Limited,  ("DPA"),  having a principal place of business at 60 Maitland  Street,
Narrabri, NSW, Australia,  2390, and Delta and Pine Land Company ("DELTA"),  One
Cotton Row, Scott, Mississippi 38772.

                             SECTION 1 -- BACKGROUND

     1.1  MONSANTO  has  developed  and has a present  intention  to continue to
develop  TECHNOLOGY  which is useful in the production of  genetically  modified
cotton plants  exhibiting  tolerance to GLYPHOSATE  and also  possesses  certain
know-how and germplasm relating to such cotton plants.

     1.2 DPA has been  developing  cotton  varieties  containing  such  MONSANTO
TECHNOLOGY for the Australian cotton seed market.

     1.3 MONSANTO and DPA are each  interested in entering  into an  arrangement
under  which DPA  could  produce  and sell  LICENSED  COMMERCIAL  SEED to cotton
farmers licensed by MONSANTO to use such LICENSED COMMERCIAL SEED.

                           SECTION 2 -- INTERPRETATION

     2.1 DEFINITIONS: In this Agreement, unless the context otherwise requires:


          2.1.1  The  term  "AFFILIATE"  means  an  entity  which  controls,  is
     controlled by, or is under common control with another  company;  "control"
     being  defined as owning more than fifty percent (50%) of the voting shares
     of the controlled entity.

          2.1.2 The term  "AVERAGE  GROSS MARGIN  PERCENTAGE"  with respect to a
     particular  CLASS of COTTON  PLANTING  SEED means one minus the quotient of
     the COST OF GOODS  SOLD  divided by the  WHOLESALE  PRICE per unit for that
     particular  CLASS averaged over all units of that particular  CLASS sold in
     the applicable year, expressed as a percentage.

          2.1.3 The term "B.t.  TOXIN" means the  insecticidal  protein  derived
     from  Bacillus  thuringiensis,   and  any  active  fragment,  modification,
     deletion, or mutation thereof, which is toxic to LEPIDOPTERAN INSECTS.

          2.1.4 The term  "BACKCROSS"  means a cross of a hybrid  with either of
     its parents.

          2.1.5  The terms  "BACKCROSSES"  or  "BACKCROSSING"  means a system of
     breeding whereby  recurrent crosses are made to one (1) of the parents of a
     hybrid,  accompanied  by the  selection  for a specific  characteristic  or
     characteristics.

          2.1.6  The  term  "CLASS"  means  a  type  of  COTTON   PLANTING  SEED
     categorized  by the  presence  or absence  of a trait or traits  introduced
     using the  biotechnology  of MONSANTO or another.  An example of a class is
     LICENSED  COMMERCIAL  SEED derived  solely from the FIRST ROUNDUP  READY(R)
     EVENT;  another example is LICENSED  COMMERCIAL SEED derived from the FIRST
     ROUNDUP READY(R) EVENT and containing a MONSANTO B.t. GENE.

          2.1.7 The term  "COMMERCIAL  DEVELOPMENT" of a ROUNDUP  READY(R) EVENT
     means the  evaluation by DPA of the progeny of that ROUNDUP  READY(R) EVENT
     in DPA CULTIVARS and/or by a third party in such third party's cultivars.

          2.1.8 The term "COMMERCIAL  HERBICIDE TOLERANCE" means the property of
     cotton plants not to sustain  economically  significant damage as evidenced
     by meeting the standards  set forth in Appendix D when tested  according to
     the procedure of Appendix D.

          2.1.9 The term "COMMERCIAL  SALE" with respect to LICENSED  COMMERCIAL
     SEED means sale or other  transfer  for value of such  LICENSED  COMMERCIAL
     SEED for use in  producing a commercial  commodity  cotton crop (other than
     sale or other transfer for testing or seed  multiplication on behalf of the
     transferor).

          2.1.10  The term  "COMPENSATION  PERIOD"  means  that  period  of time
     pursuant  to  Subsection  6.2 that  MONSANTO is  obligated  to pay the SEED
     SERVICES  FEE to DPA for  LICENSED  COMMERCIAL  SEED derived from a ROUNDUP
     READY(R) EVENT.

          2.1.11 The term "COST OF GOODS SOLD" with respect to a particular  DPA
     CULTIVAR means the average of the sums of all costs required to acquire and
     prepare that particular  seed. Such costs shall be calculated in accordance
     with generally accepted accounting principles applied under DPA's inventory
     costing policies. Such costs will include all direct and indirect costs for
     fuzzy  seed,  field  inspection,  quality  assurance,  bulk seed  handling,
     storage, processing, conditioning,  delinting, treating, seed treatment(s),
     packaging  costs,  storage of bagged seed, plus cost of dump seed less cull
     seed sales.

          2.1.12 The term  "COTTON  PLANTING  SEED"  means  cotton seed which is
     intended for and has been so produced and conditioned as to be suitable for
     planting to produce a commercial cotton crop.

          2.1.13  The term "DPA"  means  Deltapine  Australia  Pty.  Limited,  a
     company  organized  and  existing  under  the laws of  Australia,  having a
     principal  place  of  business  at  60  Maitland  Street,   Narrabri,  NSW,
     Australia, 2390.

          2.1.14 The term "DPA  CULTIVAR"  means a cultivar  of cotton  produced
     from  germplasm  in  which  DPA has the  right  to use for  plant  breeding
     purposes.

          2.1.15 The term "DPA ROUNDUP  READY(R)  CULTIVAR" means a DPA CULTIVAR
     that is  derived  from a ROUNDUP  READY(R)  EVENT and  contains  a MONSANTO
     ROUNDUP READY(R) GENE.

          2.1.16  The term  "DPA  TECHNOLOGY"  means any  information,  data and
     germplasm that DPA develops, produces, makes, obtains, or has the rights to
     (other than from  MONSANTO),  relating to the breeding and  development  of
     commercial  varieties  or  hybrids  of  LICENSED  COMMERCIAL  SEED or other
     varieties  or hybrids of cotton and which is not the  property of MONSANTO.
     DPA  TECHNOLOGY  does not  include any of the above that has become part of
     the public domain through no fault of MONSANTO.

          2.1.17 The term "DATE OF APPROVAL FOR COMMERCIAL SALE" with respect to
     a ROUNDUP  READY(R) EVENT means the date on which MONSANTO first authorizes
     the COMMERCIAL SALE by DPA of cotton seed of specific DPA ROUNDUP  READY(R)
     CULTIVARS derived from that ROUNDUP READY(R) EVENT.

          2.1.18 The term "DATE OF FIRST  COMMERCIAL  LICENSING" means the first
     date on which  MONSANTO  licenses a third  party  (other than a third party
     under  contract with DPA for testing or seed  multiplication)  the right to
     use LICENSED  COMMERCIAL SEED derived from that pertinent  ROUNDUP READY(R)
     EVENT  for use in  producing  a  commercial  commodity  cotton  crop in THE
     TERRITORY.

          2.1.19  The term "DATE OF  GOVERNMENTAL  APPROVAL"  with  respect to a
     ROUNDUP  READY(R)  EVENT  means the date on which  official  clearances  or
     written    approvals   for    COMMERCIAL    SALE   of   seed   to   produce
     genetically-transformed  cotton plants  derived from that ROUNDUP  READY(R)
     EVENT  have  been   obtained  by  MONSANTO   from  all  State  and  Federal
     governmental  agencies  which,  as of that date, have authority to regulate
     the  production,  use, and sale of such plants or seed produced  therefrom;
     provided,  however, that this shall not require MONSANTO 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  Plant  Breeder's  Rights  Act  1994,   which  approvals,   when
     appropriate or required, shall be the responsibility of DPA.

          2.1.20 The term "DELTA" means Delta and Pine Land  Company,  a company
     organized and existing under the laws of Delaware, having a principal place
     of business at One Cotton Row, Scott, Mississippi 38772.

          2.1.21 The term "DISTINCTIVE NOMENCLATURE" means nomenclature [such as
     word(s),  other  combinations of letters or symbols] which  identifies that
     seed as containing MONSANTO ROUNDUP READY(R) GENE.

          2.1.22 The term  "DISTRIBUTION  PAYMENTS"  mean the  payments  made by
     MONSANTO  to  distributors   and/or   retailers  for  their  assistance  in
     implementing  the licensing  process  described in  Subsection  4.6 hereof.
     Provided,   however,  in  the  event  the  DISTRIBUTION   PAYMENTS  to  any
     distributor or retailer exceed twenty percent (20%) of the ROUNDUP READY(R)
     GROWER AGREEMENT FEES due to MONSANTO from that distributor or retailer for
     ROUNDUP READY(R) GROWER AGREEMENTS,  such excess amount may not be deducted
     in the calculation of NET LICENSE REVENUE without the agreement of DPA.

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

          2.1.24 The term  "FIRST  ROUNDUP  READY(R)  EVENT"  means the  ROUNDUP
     READY(R)  EVENT  denominated  "Event 1445" which has  undergone  COMMERCIAL
     DEVELOPMENT   by  DPA  prior  to  the  EFFECTIVE   DATE  and  has  obtained
     GOVERNMENTAL APPROVAL.

          2.1.25 The term "GLYPHOSATE" means any herbicidally  effective form of
     N-phosphonomethylglycine  including  any salt  thereof  or any  other  EPSP
     synthase inhibitor.

          2.1.26  The term  "GOVERNMENTAL  APPROVAL"  means  that  any  required
     official  clearances or written  approvals,  if any, for COMMERCIAL SALE of
     seed  derived  from  a  particular   ROUNDUP   READY(R)  EVENT  to  produce
     genetically-transformed  cotton  plants have been obtained by MONSANTO from
     all  governmental  agencies in THE TERRITORY  which,  as of that date, have
     authority to regulate the production,  use, and sale of such plants or seed
     produced therefrom. Provided, however, that this shall not require MONSANTO
     to obtain  approval  from any agency with  respect to the  issuance of seed
     certificates or phytosanitary certificates or certificates of plant variety
     protection under any plant variety  protection act, which  approvals,  when
     appropriate or required, shall be the responsibility of DPA.

          2.1.27  The  term  "IMPROVEMENT"  means  any  invention  or  discovery
     embodied in the LICENSED  COMMERCIAL  SEED or its use, which is made by DPA
     or its sublicensees in the course of its activities under this Agreement in
     THE TERRITORY,  which  invention or discovery is made as a direct result of
     DPA's use of MONSANTO TECHNOLOGY (1) which is not part of the public domain
     or has been  obtained by DPA from a third  party  having no  obligation  of
     confidentiality  to MONSANTO;  or (2) which,  but for the LICENSES  granted
     herein,  would infringe a MONSANTO  PATENT RIGHT.  "IMPROVEMENT"  shall not
     include any invention or discovery  related to the breeding or selection of
     specific DPA ROUNDUP READY(R) CULTIVARS.

          2.1.28 The term  "LEPIDOPTERAN  INSECTS" means Helicoverpa  punctigera
     and Helicoverpa armigra.

          2.1.29 The term "LICENSE" or "LICENSES"  means the license(s)  granted
     to DPA under Section 3.

          2.1.30 The term "LICENSED  COMMERCIAL SEED" means cotton seed of a DPA
     CULTIVAR  sold by DPA which was derived from a ROUNDUP  READY(R)  EVENT and
     incorporates a MONSANTO ROUNDUP READY(R) GENE.

          2.1.31 The term  "LICENSED  PATENT  RIGHTS" means  Australian  Patents
     591087 and MONSANTO PATENT RIGHTS, and any additional such patent rights of
     others which may be included in the LICENSED  PATENT  RIGHTS by MONSANTO by
     written  notice to DPA.  LICENSED  PATENT  RIGHTS shall  include any patent
     rights acquired by MONSANTO prior to the EFFECTIVE DATE and during the term
     of this  Agreement  to which a license is  required  for DPA'S  performance
     hereunder.  MONSANTO shall  periodically  notify DPA of any relevant patent
     rights which have been newly acquired by MONSANTO.

          2.1.32  The  term  "MONSANTO"  means  Monsanto   Company,   a  company
     incorporated  in the State of  Delaware,  having a place of business at 800
     North Lindbergh Boulevard, St. Louis, Missouri, 63167.

          2.1.33 The term  "MONSANTO  B.t.  GENE" means a DNA molecule  received
     from MONSANTO, or a replicate thereof,  encoding a B.t. TOXIN, contained in
     the genome of a sexually  viable cotton plant received from  MONSANTO,  the
     commercial development of which has been authorized by MONSANTO.

          2.1.34 The term  "MONSANTO  PATENT  RIGHTS" shall mean the  Australian
     Patents ______,  ______, and ______, owned by MONSANTO,  and any extensions
     thereof.

          2.1.35 The term "MONSANTO  ROUNDUP READY(R) GENE" means a DNA molecule
     including regulatory sequences, or a replicate thereof, which when inserted
     into cotton results in increased tolerance to GLYPHOSATE and which has been
     supplied by MONSANTO.

          2.1.36 [Intentionally omitted]

          2.1.37 The term "MONSANTO ROYALTY PERCENTAGE" means:

               (a) seventy percent (70%); or

               (b) at MONSANTO's election in the event that thirty percent (30%)
          or more of DPA's unit sales of herbicide-tolerant COTTON PLANTING SEED
          comprise a NON-MONSANTO  HERBICIDE TOLERANCE GENE, eighty-five percent
          (85%) for each year  during  the term of this  Agreement  in which DPA
          sells, in THE TERRITORY, any cotton seed which contains a NON-MONSANTO
          HERBICIDE TOLERANCE GENE without consent from MONSANTO.

          2.1.38  The  term  "MONSANTO  TECHNOLOGY"  means  information,   data,
     know-how and technology, including biological material, any of which has to
     do with COMMERCIAL  HERBICIDE  TOLERANCE in cotton and which is owned by or
     licensed  to  MONSANTO,  including,  but not limited  to,  information  and
     technology  relating to cells and seeds of cotton plants,  MONSANTO ROUNDUP
     READY(R)  GENE(S),  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, EPSP synthase,  and its role in plants and registration  approvals
     therefor.  MONSANTO  TECHNOLOGY  does not include any of the above that has
     become part of the public domain through no fault of DPA.

          2.1.39  The term "NET  LICENSE  REVENUE"  means  the  total  amount of
     ROUNDUP  READY(R)  GROWER  AGREEMENT  FEES,  plus any  interest  charged by
     MONSANTO  and paid by growers  relative  to such  ROUNDUP  READY(R)  GROWER
     AGREEMENT  FEES,  less  any  incentive  rebates  paid to  growers  for weed
     resistance management data and DISTRIBUTION  PAYMENTS,  attributable either
     to the hectares on which the growers planted LICENSED COMMERCIAL SEED or to
     units of LICENSED  COMMERCIAL  SEED  purchased  and used by  growers,  each
     during the applicable  period for which payments  pursuant to Section 6 are
     being determined, whichever is applicable.

          2.1.40 The term  "NON-GENETICALLY-MODIFIED"  means,  when applied to a
     plant,  a line, or a cultivar,  that the genome of the subject  plants have
     not been altered through  mutagenesis or the  introduction of a recombinant
     gene by any means.

          2.1.41 The term  "NON-MONSANTO  COTTON GENE(S)" shall have the meaning
     set forth in Subsection 3.4(a).

          2.1.42 The term  "NON-MONSANTO  HERBICIDE-TOLERANCE  GENE" means a DNA
     molecule, or a replicate thereof, that is non-naturally-occurring in cotton
     and when  present  in  cotton,  results in  tolerance  to any  commercially
     available herbicide, either prepared by DPA or provided to DPA by any third
     party.

          2.1.43 The term "OPTION  AGREEMENT" means the Option Agreement between
     MONSANTO  and DELTA dated  February 2, 1996,  and amended as of December 8,
     1999, as the same may be further amended in accordance with its terms.

          2.1.44 The term "RR TRADEMARK"  means any trademark  owned by MONSANTO
     relating to ROUNDUP READY(R) EVENT(S).

          2.1.45 The term "RR SEED SERVICES FEE" means the  compensation  earned
     by DPA in consideration for selling LICENSED COMMERCIAL SEED derived from a
     ROUNDUP  READY(R) EVENT to licensed cotton farmers equal to the NET LICENSE
     REVENUE multiplied by the RR SEED SERVICES  PERCENTAGE less an amount equal
     to the  applicable  MONSANTO  ROYALTY  PERCENTAGE  times the total  revenue
     earned by DPA from any increased  AVERAGE GROSS MARGIN  PERCENTAGE for such
     LICENSED  COMMERCIAL  SEED over  cotton seed not  tolerant  of  GLYPHOSATE.
     Calculated according to the following formula:

          RRSSF = [(NLR x  RRSSP) + (NLR x RRSSP x GST)] - [(MRP x DPATR) + (MRP
          x DPATR x GST)] WHERE

          RRSSF = the RR SEED SERVICES FEE

          NLR = the NET LICENSE REVENUE

          RRSSP = the RR SEED SERVICES PERCENTAGE

          MRP = the MONSANTO ROYALTY PERCENTAGE

          DPATR = the total revenue  received by DPA from any increased  AVERAGE
          GROSS MARGIN PERCENTAGE for such LICENSED  COMMERCIAL SEED over cotton
          seed not tolerant of GLYPHOSATE.

          GST = the Goods and Services Tax rate

          2.1.46 The term "RR SEED SERVICES PERCENTAGE" means a percentage equal
     to  one  hundred  percent  (100%)  less  the  MONSANTO  ROYALTY  PERCENTAGE
     applicable  for sales of LICENSED  COMMERCIAL  SEED  derived from a ROUNDUP
     READY(R) EVENT.

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

          2.1.48  The  term  "RECURRENT   PARENT"  means  the  parent  to  which
     successive BACKCROSSES are made in BACKCROSS breeding.

          2.1.49  The  term   "ROUNDUP(R)   HERBICIDE"   means  any   GLYPHOSATE
     formulation  sold by  MONSANTO  that is  registered  for use on cotton  and
     includes  the  ROUNDUP(R)  herbicide  brand  name or any other  brand  name
     GLYPHOSATE  formulation  that MONSANTO may expressly  license the farmer to
     use in combination with LICENSED COMMERCIAL SEED.

          2.1.50 The term "ROUNDUP  READY(R) EVENT" means a line of cotton which
     has  been  made  resistant  to  GLYPHOSATE  by  insertion  of one  or  more
     heterologous  genes which  impart this  property to plants,  which line has
     been selected by MONSANTO for GOVERNMENTAL APPROVAL.

          2.1.51  The term  "ROUNDUP  READY(R)  GROWER  AGREEMENT(S)"  means the
     contracts entered into between MONSANTO and cotton farmers in THE TERRITORY
     for use of the ROUNDUP READY(R) EVENT,  including those with growers chosen
     by DPA for production of LICENSED COMMERCIAL SEED. The terms of the ROUNDUP
     READY(R)  GROWER  AGREEMENT  shall  be  solely  within  the  discretion  of
     MONSANTO.

          2.1.52 The term "ROUNDUP  READY(R) GROWER AGREEMENT  FEE(S)" means the
     license fee(s) due to MONSANTO from cotton farmers in THE TERRITORY for use
     of LICENSED  COMMERCIAL SEED,  including use for seed production for future
     sales as COTTON PLANTING SEED. The ROUNDUP  READY(R)  GROWER  AGREEMENT FEE
     shall be a set fee per  UNIT or per  unit of  cotton  area  planted  by the
     farmer with LICENSED COMMERCIAL SEED.

          2.1.53 The term "ROUNDUP READY(R)  TRADEMARK LICENSE  AGREEMENT" means
     the agreement attached hereto as Appendix A.

          2.1.54 The term  "STACKED  GENE  COTTON"  has the meaning set forth in
     Subsection 3.4(a).

          2.1.55  The  term  "SUBSEQUENT  ROUNDUP  READY(R)  EVENT " means  each
     ROUNDUP  READY(R)  EVENT,  other  than the FIRST  ROUNDUP  READY(R)  EVENT,
     authorized by MONSANTO for COMMERCIAL DEVELOPMENT.

          2.1.56 The term "SUBSIDIARY" or "SUBSIDIARIES"  mean any company(ies),
     more  than  fifty  percent  (50%) of the  voting  stock of which is  owned,
     directly or indirectly, by a party hereto.

          2.1.57 The term  "TECHNOLOGY"  means  MONSANTO  TECHNOLOGY  and/or DPA
     TECHNOLOGY as appropriate.

          2.1.58 The term "THE TERRITORY" means the country of Australia. Unless
     expressly  provided to the contrary  herein,  all rights and obligations of
     MONSANTO and DPA hereunder apply only to THE TERRITORY.

          2.1.59  The term  "UNIT"  means a quantity  of  delinted  cotton  seed
     weighing  twenty-five  (25) kilograms or such other package  size(s) as DPA
     may use in the future.  Provided,  however, that all calculations involving
     UNITS shall be made in terms of the  quantity of cotton seed  contained  in
     the packages  relevant to the calculation.  Provided  further,  that in all
     calculations  requiring  quantities  of  non-delinted  cotton  seed  to  be
     converted to UNITS of delinted cotton seed,  such conversion  shall be made
     on the basis of DPA'S experience for conversion of non-delinted cotton seed
     to delinted  cotton seed averaged for the  immediately  preceding three (3)
     years.

          2.1.60 The term  "VARIETAL  NAME" means a word or combination of words
     or other combination of letters (for example "DPA,") which identifies a DPA
     CULTIVAR.

          2.1.61 The term  "VARIETAL  NUMBER" means a number which  identifies a
     DPA CULTIVAR.

          2.1.62 The term  "WHOLESALE  PRICE" with respect to a  particular  DPA
     CULTIVAR  means  the  average  price  invoiced  to  distributors   for  the
     applicable seed for reselling to growers,  less sales returns,  allowances,
     discounts and incentive payments.  In the event a discount or incentive for
     LICENSED  COMMERCIAL SEED is contingent on sales of the conventional  CLASS
     (characterized by the absence of trait(s)  introduced using  biotechnology)
     of COTTON  PLANTING SEED,  such discount or incentive  shall be apportioned
     among the particular  LICENSED  COMMERCIAL SEED and the conventional  CLASS
     based on the ratio  between  the average  distributor  price of each of the
     conventional CLASS and the LICENSED COMMERCIAL SEED to the aggregate of the
     average  distributor  price  of the  conventional  CLASS  and the  LICENSED
     COMMERCIAL  SEED in order to calculate the WHOLESALE  PRICE of the LICENSED
     COMMERCIAL SEED and the conventional CLASS.

     2.2 STATUTORY REFERENCES:  Each reference in this 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.

                              SECTION 3 -- LICENSES

     3.1 LIMITED  LICENSE TO SELL  LICENSED  COMMERCIAL  SEED:  MONSANTO  hereby
grants  to DPA,  and  DPA  hereby  accepts,  on and  subject  to the  terms  and
conditions of this Agreement, the right, without the right to transfer except as
provided in Subsection 14.1, a non-exclusive license,  including a license under
LICENSED PATENT RIGHTS, to develop,  produce,  have produced,  and sell LICENSED
COMMERCIAL SEED derived from the FIRST ROUNDUP  READY(R) EVENT to cotton farmers
licensed by MONSANTO for use in THE TERRITORY.

     3.2 LICENSE TO MULTIPLY LICENSED COMMERCIAL SEED: The rights granted to DPA
include the right to multiply  such  LICENSED  COMMERCIAL  SEED derived from the
FIRST ROUNDUP  READY(R) EVENT (for  subsequent  sale to licensed cotton farmers)
directly  or  through  third  party  contract  growers  selected  by  DPA in THE
TERRITORY  and licensed by MONSANTO or, after notice to and approval by MONSANTO
(which  approval  will not be  unreasonably  delayed  or  denied),  outside  THE
TERRITORY where DPA has obtained all necessary  governmental  approvals,  and to
carry out all other activities reasonably necessary for the production,  and for
the sale in THE  TERRITORY,  of LICENSED  COMMERCIAL  SEED.  DPA shall report to
MONSANTO  the names and  addresses of such  contract  growers,  their  preferred
resellers, and the number of hectares to be planted for seed production, so that
MONSANTO may provide license  agreements to those preferred  resellers for their
execution.  Such license  agreements shall provide that the contract growers pay
the ROUNDUP  READY(R) GROWER AGREEMENT FEE applicable to the shipped seed. After
notice  from  MONSANTO  not later  than  June 1, DPA shall not enter  into to an
agreement  for the  production  of LICENSED  COMMERCIAL  SEED for the  following
season with any  contract  growers  who have failed to execute the license  with
MONSANTO  or has  failed  to pay  the  ROUNDUP  READY(R)  GROWER  AGREEMENT  FEE
applicable to the seed purchased by that contract grower.

     3.3 PROHIBITION  AGAINST  MODIFICATION OF GENETIC MATERIALS:  DPA shall not
modify  any  MONSANTO  ROUNDUP  READY(R)  GENE nor  modify  or use any  isolated
regulatory control sequences  contained in a MONSANTO ROUNDUP READY(R) GENE that
is  physically  isolated  from a seed,  plant  or cell  culture  that  has  been
transferred by MONSANTO to DELTA or DPA, or progeny of such seed,  plant or cell
culture,  for any  purpose  without  the  prior  written  consent  of  MONSANTO;
provided,  however, that (a) the prohibitions of this subsection shall not apply
to  modification  or use in THE  TERRITORY of such isolated  regulatory  control
sequences  isolated  from a seed,  plant or cell culture that has become part of
the  public  domain in THE  TERRITORY  through  no fault of DPA or which DPA has
received from a third party having no obligation of confidentiality to MONSANTO,
and (b) nothing in this subsection  provides DPA with a license under any patent
rights owned or controlled by MONSANTO except to the extent  otherwise  provided
in this  Agreement.  As used in this  subsection,  a material shall be deemed to
have become part of the public domain if a member of the public in THE TERRITORY
can  lawfully  sell or transfer  the material  without  restriction  and without
breaching a contractual obligation to MONSANTO.

     3.4 CONDITIONS ON LICENSE: In partial consideration for the above LICENSES:

          (a)  DPA  may  insert  into  a  DPA  ROUNDUP  READY(R)   CULTIVAR  any
     heterologous  gene  or  gene  construct  not  licensed  to DPA by  MONSANTO
     expressing  a trait not  naturally  occurring  in  cotton (a  "NON-MONSANTO
     COTTON GENE")  provided that all of the following  conditions have been met
     and continue to be met, with respect to any LICENSED  COMMERCIAL  SEED sold
     by DPA  in THE  TERRITORY  which  contains  any  NON-MONSANTO  COTTON  GENE
     ("STACKED GENE COTTON SEED"):

          (1)  DPA shall not sell in THE  TERRITORY any STACKED GENE COTTON SEED
               unless the same  NON-MONSANTO  COTTON GENE has also been approved
               for  commercial  sale in the  United  States of  America  and for
               import into Japan.

          (2)  The STACKED GENE COTTON SEED must meet all  standards for sale in
               THE TERRITORY as LICENSED COMMERCIAL SEED.

          (3)  DPA shall,  at its sole  expense,  obtain all  required  official
               clearances or written  approvals,  if any, for commercial sale of
               seed   containing   the   NON-MONSANTO   COTTON   GENE  from  all
               governmental  agencies in THE TERRITORY  which,  as of that date,
               have authority to regulate the production,  use, and sale of such
               seed in THE  TERRITORY.  DPA may request  that  MONSANTO  provide
               assistance,  to obtain such approvals,  and, if MONSANTO provides
               such assistance at DPA's request,  DPA shall  reimburse  MONSANTO
               its  reasonable  expenses  incurred in providing  such  requested
               assistance.

          (4)  MONSANTO  shall  have  the  right  by  written  notice  to DPA to
               prohibit the display of the RR  TRADEMARK on packages  containing
               STACKED GENE COTTON SEED, provided that, in the event such notice
               is given, Section 3.5 notwithstanding,  DPA may sell such STACKED
               GENE COTTON SEED in packaging not displaying the RR TRADEMARK.

          (5)  Notwithstanding  the  provisions  of Section 13, DPA shall defend
               and indemnify  against and hold MONSANTO and its  Affiliates  and
               their  respective  employees,  directors,  officers,  and  agents
               harmless from any loss, cost,  liability,  or expense  (including
               court  costs  and   reasonable   fees  of  attorneys   and  other
               professionals)  incurred  from any  claim by cotton  farmers  who
               purchased  LICENSED  COMMERCIAL SEED and of distributors  against
               whom such farmers may make claims arising or alleged to arise out
               of the  performance  of such  STACKED  GENE COTTON SEED or plants
               grown from  STACKED  GENE COTTON  SEED,  unless  such  failure of
               performance  is  proximately  caused  solely by the presence of a
               gene  received  from  MONSANTO in such  STACKED GENE COTTON SEED,
               provided  that,  on the issue of  causation,  DPA shall  bear the
               burden of proof and provided that costs of claims  covered by the
               immediately  preceding clause (i.e.,  claims where DPA meets such
               burden of proof)  shall be prorated  between  MONSANTO and DPA so
               that MONSANTO'S  respective percentage share of the costs of such
               claims shall be based on MONSANTO'S  respective  percentage share
               of the total of the net license  revenues  and seed  premiums (in
               instances  where no technology  license fees are charged for such
               NON-MONSANTO   COTTON   GENE)   derived   from  the  presence  of
               genetically-engineered  technology  in the subject  STACKED  GENE
               COTTON SEED.

          (6)  In any year DPA is making commercial sales of STACKED GENE COTTON
               SEED  in  THE  TERRITORY,  in  addition  to  complying  with  the
               provisions  of Section 4.5, DPA shall have  available for sale in
               THE  TERRITORY  quantities  of each CLASS of LICENSED  COMMERCIAL
               SEED  containing  only MONSANTO  TECHNOLOGY  (and no NON-MONSANTO
               COTTON  GENES) which equal or exceed the  quantities  of the same
               CLASS  of such  LICENSED  COMMERCIAL  SEED  sold  by DPA  (net of
               returns) in THE TERRITORY in the immediately preceding year.

          (7)  Any  fees  or  other   compensation   paid  to  retailers  and/or
               distributors   for  their   service  in   granting   licenses  or
               sublicenses to growers relating to technology embodied in STACKED
               GENE COTTON SEED and/or to collect  license  fees from growers of
               STACKED  GENE  COTTON  SEED,  not   specifically   related  to  a
               particular  technology,  shall be apportioned  based on the ratio
               between (i) the  aggregate  of payments  received by MONSANTO for
               ROUNDUP  READY(R)  GROWER  AGREEMENTS  and (ii) the aggregate net
               license revenues and seed premiums or other value received by the
               subject  technology  provider (in  instances  where no technology
               license  fees are  charged  for such  NON-MONSANTO  COTTON  GENE)
               derived from the presence of genetically-engineered technology in
               the  subject   STACKED  GENE  COTTON  SEED  other  than  MONSANTO
               TECHNOLOGY,  provided,  however,  in no event  shall  MONSANTO be
               required to pay or bear any amount of fees or other  compensation
               to retailers  and/or  distributors for such services in excess of
               that which  MONSANTO  would have paid or borne for such  services
               under this Agreement if the subject  STACKED GENE COTTON SEED had
               been seed containing only MONSANTO ROUNDUP READY(R) GENE or other
               technology  provided  by  MONSANTO.   DPA  and  any  third  party
               technology  provider  will  provide to MONSANTO  all  information
               reasonably necessary to determine compliance with this Subsection
               3.4 and DPA shall  promptly  refund to MONSANTO any fees or other
               compensation  paid by MONSANTO to retailers  and/or  distributors
               which is in excess of the  amount it should  have paid  under the
               above  provisions no later than one month  following  notice from
               MONSANTO of a discrepancy or error.

          (8)  Any costs for acquiring and preparing seed of STACKED GENE COTTON
               SEED which are  additive  to the costs  required  to acquire  and
               prepare  LICENSED   COMMERCIAL  SEED  that  does  not  contain  a
               NON-MONSANTO COTTON GENE shall be excluded from the COST OF GOODS
               SOLD with respect to STACKED GENE COTTON SEED.

          (9)  Prior to DPA's sale in THE  TERRITORY of any  particular  STACKED
               GENE  COTTON  SEED,  DPA  and  any  third  party  provider  of  a
               NON-MONSANTO  COTTON GENE in the  STACKED  GENE COTTON SEED which
               DPA proposes to sell shall meet with  MONSANTO to address  issues
               involving patent infringement issues,  governmental  regulations,
               public  acceptance,  or  stewardship  in THE TERRITORY of genetic
               technology  embodied in that STACKED  GENE COTTON SEED.  In cases
               where  there are bona fide  disputes  concerning  the sale or the
               terms and conditions of sale of a particular  STACKED GENE COTTON
               SEED  in THE  TERRITORY  involving  patent  infringement  issues,
               governmental  regulations,  public acceptance,  or stewardship in
               THE TERRITORY of genetic technology embodied in that STACKED GENE
               COTTON SEED,  DPA shall not sell such STACKED GENE COTTON SEED in
               THE TERRITORY  until  MONSANTO,  in its  commercially  reasonable
               judgment,  has  agreed to such  sale,  such  agreement  not to be
               unreasonably delayed.

          (10) Any disputes between the parties concerning  compliance with this
               Section 3.4(a) shall be settled according to Subsection 14.12 and
               arbitration, if needed, shall be private and confidential.

Also, MONSANTO shall provide consent to sell a specific STACKED GENE COTTON SEED
if MONSANTO has  permitted  any other  licensee to sell that STACKED GENE COTTON
SEED in THE  TERRITORY  and under  the same  terms,  if  possible,  under  which
MONSANTO  has given  such  permission,  but in no event  less  favorable  terms.
"Consent"  under this  Subsection  3.4(a)  shall not be construed to include any
license under patents rights owned or controlled by MONSANTO including any which
might be  infringed by the making,  using,  or selling the  NON-MONSANTO  COTTON
GENE.

          (b) DPA  shall not use any  distinctive  nomenclature  relating  to or
     indicating herbicide tolerance on DPA CULTIVARS that contain a NON-MONSANTO
     HERBICIDE-TOLERANCE  GENE  that  is  similar  to that  used on DPA  ROUNDUP
     READY(R)  CULTIVARS.  DPA may use any VARIETAL  NAME or VARIETAL  NUMBER it
     chooses,  in accordance with Australian law, so long as it does not violate
     the previous  sentence.  (c) For so long any of the MONSANTO  PATENT RIGHTS
     have effect,  DPA shall  conspicuously  display on all packages  containing
     LICENSED  COMMERCIAL  SEED and in all  invoices  relating to such  LICENSED
     COMMERCIAL  SEED to be sold or transferred to third parties,  the following
     notice,  or a notice  having the same  meaning and effect,  with the blanks
     appropriately filled in:

          THESE SEEDS ARE COVERED UNDER AUSTRALIAN PATENTS _________________. NO
          LICENSE IS CONVEYED  UNDER SAID  PATENTS TO USE THESE SEEDS  SOLELY BY
          THE PURCHASE OF SUCH SEEDS.  A LICENSE UNDER SAID PATENTS TO USE THESE
          SEEDS TO  PRODUCE A SINGLE  COTTON  CROP MUST  ALSO BE  OBTAINED  FROM
          MONSANTO COMPANY.

          (d) _.

          (e) DPA shall use commercially  reasonable  efforts to comply,  and to
     require in writing that its third party contractors  comply, with all laws,
     rules,  regulations,  and court orders,  whether federal or state, which it
     knows or should  reasonably  know are  applicable to its  activities , with
     respect to LICENSED COMMERCIAL SEED,.

     3.5 RR TRADEMARK:

          (a) DPA shall conspicuously  display the RR TRADEMARK and accompanying
     logo on all  packages of LICENSED  COMMERCIAL  SEED  derived from a ROUNDUP
     READY(R)  EVENT.  After  initial use of the RR TRADEMARK  and  accompanying
     logo,  any  alteration  of the size and location of such RR  TRADEMARK  and
     accompanying logo shall require the written approval of MONSANTO.

          (b) It is agreed that the RR  TRADEMARK  shall be licensed to DPA on a
     non-exclusive  royalty-free  basis  pursuant  to the RR  TRADEMARK  LICENSE
     AGREEMENT.

          (c) The RR TRADEMARK shall be utilized solely in the manner  specified
     in the ROUNDUP READY(R)  TRADEMARK LICENSE  AGREEMENT.  Provided,  however,
     that the size of the RR TRADEMARK  shall be  reasonable  in relation to the
     overall  size  of the  package  and  shall  be  smaller  than  the  largest
     representation  of the DPA  trademark  appearing on the package.  DPA shall
     submit all of its  promotional  material  that includes the RR TRADEMARK to
     MONSANTO  for  approval  and shall not publish or use such  material  until
     approval is granted,  provided that  approval  shall be deemed to have been
     granted if no notice of  disapproval  is sent by MONSANTO  within seven (7)
     days of receipt of such material.

     3.6  LIMITATIONS  ON LICENSE:  This  Agreement  is not to be  construed  as
including  a grant from  MONSANTO  to DPA of any  license,  sublicense  or other
right:  (a) to make or sell the MONSANTO  ROUNDUP  READY(R)  GENE(S) or MONSANTO
TECHNOLOGY,  (b) to use MONSANTO  ROUNDUP  READY(R)  GENE(S),  ROUNDUP  READY(R)
EVENTS,  or MONSANTO  TECHNOLOGY for any purpose other than those  expressly set
forth herein.

     3.7 EDUCATIONAL  PROGRAM TO DISCOURAGE  FARMER-SAVED SEED: DPA shall employ
reasonable  efforts on a continuing basis to proactively  educate the purchasers
of LICENSED  COMMERCIAL SEED with the nature of the limited-use  license granted
to such  cotton  farmers  by  MONSANTO,  the  benefits  of  purchasing  LICENSED
COMMERCIAL SEED annually and the  disadvantages of using  farmer-saved  seed and
applicable legal restrictions.

     3.8 THIRD PARTY  VIOLATIONS OR INVALIDITY OF RESTRICTIONS  ON LICENSE:  The
use of LICENSED  COMMERCIAL  SEED by purchasers  for purposes  other than, or in
addition to, production of a single  commercial  commodity crop unless expressly
authorized  by DPA  shall not be  considered  a breach  of this  Agreement.  The
LICENSE granted to DPA shall not be revoked,  diminished,  or otherwise affected
in the event that the limitations and restrictions of such license to purchasers
are  found to be  unenforceable,  in whole or in part,  by a court of  competent
jurisdiction.

     3.9  IDENTIFICATION  OF FIELDS  PLANTED  WITH  FARMER-SAVED  SEED:  DPA and
MONSANTO shall cooperate in a reasonable effort to develop and employ methods or
techniques,  which  can be  employed  in a  commercially  efficient  manner,  to
identify  fields of cotton that are planted with seed saved from a crop produced
from LICENSED COMMERCIAL SEED or seed otherwise derived from LICENSED COMMERCIAL
SEED in an unlicensed manner. All costs associated with the cooperative  efforts
to develop and employ such methods and techniques shall be borne by MONSANTO.

     3.10 SUBSEQUENT ROUNDUP READY(R)EVENTS:

          (a)  MONSANTO  anticipates  that it will  develop  SUBSEQUENT  ROUNDUP
     READY(R)  EVENTS that are superior to the FIRST ROUNDUP  READY(R)  EVENT in
     one or more  attributes.  In the  event  that  MONSANTO  authorizes  such a
     SUBSEQUENT ROUNDUP READY(R) EVENT for COMMERCIAL DEVELOPMENT in any country
     of the world, MONSANTO shall provide such SUBSEQUENT ROUNDUP READY(R) EVENT
     to DPA at substantially the same time as to any third party seed company by
     providing  seed for that  SUBSEQUENT  ROUNDUP  READY(R) EVENT or performing
     BACKCROSSING of DPA CULTIVARS with that SUBSEQUENT  ROUNDUP READY(R) EVENT.
     DELTA's  rights  concerning a license to sell COTTON  PLANTING SEED derived
     from a  SUBSEQUENT  ROUNDUP  READY(R)  EVENT  are  governed  by the  OPTION
     AGREEMENT.

          (b) DPA shall  discontinue  selling  DPA  ROUNDUP  READY(R)  CULTIVARS
     derived from the FIRST ROUNDUP READY(R) EVENT no later than three (3) years
     after the DATE OF GOVERNMENTAL APPROVAL for any SUBSEQUENT ROUNDUP READY(R)
     EVENT.

          (c) Without  limiting  any other  rights DPA might have arising from a
     breach of MONSANTO's  obligation under Section 3.10(a), in the event such a
     breach  causes  a delay  of  DPA's  first  sale of a DPA  ROUNDUP  READY(R)
     CULTIVAR  derived from that SUBSEQUENT  ROUNDUP  READY(R)  EVENT,  MONSANTO
     shall delay sales by any licensee of that SUBSEQUENT ROUNDUP READY(R) EVENT
     for one  year.  DPA  agrees  that it will  delay  sales of any DPA  ROUNDUP
     READY(R)  CULTIVAR derived from a SUBSEQUENT  ROUNDUP READY(R) EVENT in the
     event MONSANTO has the same obligation to another licensee in THE TERRITORY
     to delay sales and is required to so delay sales.

     3.11 APPROVAL FOR COMMERCIAL SALE:

          (a) Notwithstanding  any other provision in this Agreement,  DPA shall
     not sell or offer to sell COTTON PLANTING SEED of any DPA ROUNDUP  READY(R)
     CULTIVAR  without the prior,  express written consent of MONSANTO  required
     under Exhibit D even though DPA may be evaluating the agronomic performance
     of  such  DPA  ROUNDUP  READY(R)  CULTIVAR.   DPA  shall  comply  with  the
     requirements  as set forth in  Appendices  B, D, and E, to ensure  that the
     subject DPA ROUNDUP  READY(R)  CULTIVAR and LICENSED  COMMERCIAL SEED meets
     the standards set forth therein.  MONSANTO's consent to sell particular DPA
     ROUNDUP  READY(R)  CULTIVARS shall be withheld  unless it is  demonstrated,
     according to the provisions of Appendices D and E, that those  requirements
     have  been met,  but  shall  not  otherwise  be  withheld,  subject  to the
     provisions  of  Subsections  3.11(b)  and (c)..  MONSANTO  shall  apply the
     standards  of  Appendices  B, D,  and E, to all  licensees  of the  ROUNDUP
     READY(R) EVENT in THE TERRITORY.

          (b)  Consent  to sell  LICENSED  COMMERCIAL  SEED may be  withheld  or
     withdrawn  by  MONSANTO,  without  any  liability  to  LICENSEE,  if in its
     reasonable  business  judgment  such  sales or offer to sell may  result in
     infringement  of  third-party  property  rights  based on opinion of patent
     counsel  provided the offers or sales by other  licensees from MONSANTO are
     discontinued in a similar fashion.  In the event that MONSANTO gives notice
     of the  withdrawal  of  consent  to DPA and DPA  makes  sales  of  LICENSED
     COMMERCIAL  SEED subject to such  notice,  then  notwithstanding  any other
     provision of this  Agreement,  MONSANTO  shall have no liability to DPA for
     the matters regarding those LICENSED  COMMERCIAL SEED so sold and DPA shall
     indemnify and hold MONSANTO  harmless from any third party claim concerning
     such LICENSED COMMERCIAL SEED so sold.

          (c) If in MONSANTO's  reasonable business judgment sales of, or offers
     to sell,  particular DPA ROUNDUP READY(R) CULTIVAR(S) may result in product
     complaints due to  identifiable  quality  issues,  which in the exercise of
     commercially  reasonable judgment are likely to have measurably significant
     impact on MONSANTO's business related to ROUNDUP READY(R) GROWER AGREEMENTS
     and  MONSANTO  gives such notice of same to DPA and DPA  continues  to make
     sales of such DPA ROUNDUP  READY(R)  CULTIVAR(S)  without notice to growers
     who  subsequently  purchase such DPA ROUNDUP  READY(R)  CULTIVAR(S)  of the
     observation of such identifiable  quality issue, then  notwithstanding  any
     other provision of this Agreement,  MONSANTO shall have no liability to DPA
     for any matters regarding those DPA ROUNDUP READY(R)  CULTIVARS so sold and
     DPA shall  indemnify and hold MONSANTO  harmless from any third party claim
     concerning  such DPA ROUNDUP  READY(R)  CULTIVARS so sold.  MONSANTO  shall
     apply  this   provision  with  respect  to   identifiable   quality  issues
     substantially equally to all licensees in THE TERRITORY.


                SECTION 4 -- DEVELOPMENT AND MARKETING ACTIVITIES

     4.1 DEVELOPMENT OF LICENSED  COMMERCIAL SEED DERIVED FROM ROUNDUP  READY(R)
EVENT(S):  MONSANTO shall cooperate with DPA in development  activities directed
to the introgression of MONSANTO ROUNDUP READY(R) GENES into DPA CULTIVARS using
ROUNDUP  READY(R)  EVENT(S).  DPA shall  cooperate  with MONSANTO in development
activities directed to the introgression of MONSANTO ROUNDUP READY(R) GENES into
DPA CULTIVARS using ROUNDUP READY(R) EVENT(S).

     4.2 CONSULTATION AND FIELD TRIALS: MONSANTO and DPA shall consult regularly
throughout  the term of this  Agreement  relative to  activities  affecting  the
development and maintenance of sales of LICENSED COMMERCIAL SEED including,  but
not limited to, DPA's plans for and progress in production  and field testing of
such  LICENSED  COMMERCIAL  SEED.  Prior to planting  each year,  DPA shall,  at
MONSANTO's request and DPA's expense,  supply to MONSANTO the locations,  sizes,
and responsible  party  conducting the field trials along with the types of data
to be collected in each trial.  All trials shall be  reasonable  in size and the
total hectares used in trials shall be reasonable.

          (a)  Representatives  of MONSANTO and DPA shall  periodically  meet at
     mutually   acceptable   times  to  discuss  such  activities  and  progress
     hereunder.

          (b) For planning purposes,  MONSANTO and DPA shall meet at the request
     of either party to plan the activities of the following season.

     4.3 MANAGEMENT COMMITTEE: At either party's request, MONSANTO and DPA shall
each appoint a representative to a management committee (Committee):

          (a) MONSANTO and DPA make their representatives available for meetings
     of the Committee and the Committee will meet not less frequently than every
     six (6) months.

          (b) The  Committee  will review  scientific  data produced by relevant
     authorities  to  evaluate,  track and  forecast the efficacy of the ROUNDUP
     READY(R) EVENT.

          (c) The Committee  will  formulate and recommend to DPA the procedures
     for production and field testing of the LICENSED COMMERCIAL SEED.

          (d) The parties will agree on rules governing  when,  where or by what
     means the Committee will meet and who will chair  meetings.  Each party may
     appoint  alternate  members of the Committee if, for any reason one or more
     of their nominees cannot attend.

          (e) The Committee may:

               (1)  meet by  telephone  hook-up or other  audio or audio  visual
                    means which allows all parties to be heard or seen and heard
                    at the same time; and

               (2)  make   recommendations   by  resolution  and/or  information
                    circulated, marked to indicate agreement or disagreement and
                    signed by each member.

          (f) The Committee will be advisory only.

     4.4 TIMING OF DEVELOPMENT ACTIVITIES:

          (a) MONSANTO has determined that a limited introduction is appropriate
     for COTTON  PLANTING  SEED derived from the FIRST ROUNDUP  READY(R)  EVENT.
     MONSANTO has notified DPA that  MONSANTO  will provide  licenses to growers
     for  planting of no more than  eighty  thousand  (80,000)  hectares of such
     COTTON PLANTING SEED in 2001.  MONSANTO may not  significantly  change this
     limit on planting  without the  consent of DPA unless  such  limitation  is
     imposed by governmental action or order.

          (b) In the event  circumstances  indicate a limitation on plantings of
     COTTON  PLANTING  SEED derived  from the FIRST  ROUNDUP  READY(R)  EVENT is
     appropriate in future years,  MONSANTO shall notify DPA of such limitations
     no later  than  February  28 of the year in which such a  limitation  would
     apply. MONSANTO may not significantly change that limit on planting without
     the consent of DPA unless such limitation is imposed by governmental action
     or order.

     4.5  PRODUCTION TO MEET MARKET  DEMAND:  Subject to the terms of Subsection
3.2 and 4.4, DPA shall be obligated to use reasonable  business  efforts to have
available for sale a sufficient  quantity of LICENSED COMMERCIAL SEED to satisfy
the  reasonably  foreseeable  market demand for such LICENSED  COMMERCIAL  SEED,
including  LICENSED  COMMERCIAL SEED that also contains a MONSANTO B.t. GENE(S),
as provided in Subsection 3.4(a).

     4.6  MARKETING  ACTIVITIES:  MONSANTO has  provided  and shall  continue to
provide  the  following   marketing  and  licensing   services  to  support  the
commercialization of LICENSED COMMERCIAL SEED:

          (a) granting ROUNDUP READY(R)GROWER AGREEMENTS to cotton farmers;

          (b) development of the forms of for ROUNDUP READY(R)GROWER  AGREEMENTS
     and the process to enforce such the terms of such licenses;

          (c) development and implementation of procedures for cotton farmers to
     enter into ROUNDUP READY(R) GROWER AGREEMENTS;

          (d) entering into ROUNDUP  READY(R) GROWER  AGREEMENTS with the cotton
     farmers either by using MONSANTO employees or by contracting with retailers
     to do so on MONSANTO's instructions;

          (e) invoicing and collection of ROUNDUP READY(R) GROWER AGREEMENT FEES
     due under such  agreements,  provided  that,  unless there are  extenuating
     circumstances for growers or competitive  pressures in cotton technology to
     do so, MONSANTO shall not set the due date for payment of ROUNDUP  READY(R)
     GROWER  AGREEMENT  FEES later than February 28 unless  MONSANTO  shall have
     first obtained agreement from DPA;

          (f)  communication  of the license process and license  limitations to
     cotton ginners and delinters;

          (g)  development and  implementation  of programs to create demand for
     ROUNDUP READY(R)GROWER AGREEMENTS, including advertising, merchandising and
     promotions;

          (h)  development  and   implementation  of  distributor  and  retailer
     programs  for the ROUNDUP  READY(R)  GROWER  AGREEMENTS  and a copy of such
     program shall be delivered to DPA in writing not less than thirty (30) days
     prior to the proposed implementation;

          (i)  development  of a replant  policy  for  ROUNDUP  READY(R)  GROWER
     AGREEMENTS.  A written  copy of such policy  shall be  delivered  to DPA by
     September  30th during the first year of COMMERCIAL  SALE,  and if amended,
     not later than July 31st of the first year during which it is to apply;

          (j) training of DPA  personnel in use of the Gene Check field test kit
     solely for the  purpose of using the test kit in DPA's seed  multiplication
     program;

          (l)  management  and  assumption  of the  cost of  collecting  ROUNDUP
     READY(R) GROWER  AGREEMENTS  FEES.  MONSANTO shall ensure that all payments
     due to DPA are paid to DPA.

     4.7 ADDITIONAL SERVICES: MONSANTO and DPA shall consult on an ongoing basis
concerning  the  following  services  to support  commercialization  of LICENSED
COMMERCIAL SEED which shall be provided by MONSANTO:

          (a)   development   of  lists  of  retailers   acting  on   MONSANTO's
     instructions for entering into ROUNDUP READY(R) GROWER AGREEMENTS. MONSANTO
     shall  promptly  notify DPA of any changes to such lists and, to the extent
     it is legally permitted to do so, the reason for the change;

          (b)  development  and  implementation  of the distributor and retailer
     contracts required to implement such licensing process; and

          (c) development and implementation of the compensation  programs to be
     offered to distributors and retailers for  implementation of such licensing
     process,  subject  to  the  provisions  set  forth  in  the  definition  of
     "DISTRIBUTION PAYMENTS".

     4.8 SERVICES  PROVIDED TO DPA: After  consultation with DPA, MONSANTO shall
provide DPA with terms and conditions deemed necessary to effect the process for
granting ROUNDUP READY(R) GROWER AGREEMENTS described in Subsections 4.6 and 4.7
hereof,  which terms and  conditions  DPA shall include in its  agreements  with
distributors and retailers  involved in such process.  Such terms and conditions
shall not include any  requirement  relative to any MONSANTO  product other than
the FIRST ROUNDUP READY(R) EVENT.

     4.9 GROWER  LICENSE  PROGRAM AND ROUNDUP  READY(R)  GROWER  AGREEMENT  FEE:
Subject  to any  Governmental  action  that  restricts  the  amount of  LICENSED
COMMERCIAL  SEED that can be sold in THE TERRITORY,  MONSANTO shall  implement a
commercially  reasonable  marketing  structure  that  reasonably  affords cotton
farmers  in THE  TERRITORY  an  opportunity  to use  LICENSED  COMMERCIAL  SEED;
provided however,  MONSANTO shall not be obligated to license cotton farmers who
are not credit  worthy or are likely not to comply  with the terms of the grower
license.  MONSANTO shall use commercially reasonable efforts to collect all fees
owed by  LICENSED  COMMERCIAL  GROWERS  under  sublicenses.  In the event a debt
remains  uncollected  for more than one (1) year and DPA determines that efforts
to collect it are not  reasonably  diligent,  DPA shall so notify  MONSANTO  and
MONSANTO  shall  assign to DPA the right to collect  such debt and turn over all
documentation  related to or necessary  for such  collection  effort.  If DPA is
successful  in  collection  on a debt so assigned by  MONSANTO,  DPA shall remit
one-half (1/2)of the collected amount to MONSANTO within fifteen (15) days.


                      SECTION 5 -- OWNERSHIP OF TECHNOLOGY

     5.1 MONSANTO TECHNOLOGY AND LICENSED PATENT RIGHTS:

          (a) All MONSANTO TECHNOLOGY shall remain the property of MONSANTO.

          (b) All LICENSED PATENT RIGHTS shall remain the property of the owners
     as of the EFFECTIVE DATE.

     5.2 DPA TECHNOLOGY: All DPA TECHNOLOGY shall remain the property of DPA.

     5.3 SAFETY AND  TOXICOLOGY  DATA:  DPA and MONSANTO  shall  jointly own all
safety and  toxicological  data generated  jointly through any joint development
activities. All such data solely developed by either party shall be solely owned
by the respective party.

     5.4 EFFICACY  DATA:  DPA and MONSANTO  shall  jointly own all efficacy data
produced through joint development activities. All such data solely developed by
either party shall be solely owned by the respective party.

     5.5  USE  OF  DATA:  DPA  and  MONSANTO  shall  be  permitted  to  use  the
jointly-owned  safety,  toxicological  and efficacy data produced  through joint
development  activities.  Provided,  however, that such use shall not be for the
sole benefit of a third party.


                              SECTION 6 -- PAYMENTS

     6.1  COMPENSATION TO BE PAID TO/BY DPA: In  consideration  of DPA producing
and selling  LICENSED  COMMERCIAL SEED to cotton farmers licensed by MONSANTO to
purchase and use such seed,  MONSANTO  shall pay to DPA the RR SEED SERVICES FEE
for sales of LICENSED  COMMERCIAL  SEED, less that portion that would be due for
ROUNDUP  READY(R)  GROWER  AGREEMENT  FEES not yet  received  by  MONSANTO.  For
clarification, the credit risk with respect to ROUNDUP READY(R) GROWER AGREEMENT
FEES is shared by the parties in proportion to their share of such fees, subject
to the provisions of Subsection 4.9.

     6.2 COMPENSATION AND COMPENSATION PERIOD:

          (a) With respect to each ROUNDUP READY(R) EVENT, MONSANTO's obligation
     to pay DPA the RR SEED SERVICES FEE described in Subsection 6.1 shall begin
     on the DATE OF FIRST COMMERCIAL  LICENSING of LICENSED  COMMERCIAL SEED and
     shall  end upon  termination  of this  Agreement  under the  provisions  of
     Section 10.

          (b) DPA  hereby  grants to  MONSANTO  a  royalty-bearing  nonexclusive
     license  to patents  for  IMPROVEMENTS  for any  country in which DPA or an
     AFFILIATE of DPA is or has been licensed to sell LICENSED  COMMERCIAL SEED.
     Such license to MONSANTO  shall have terms and  conditions  that are deemed
     commercially   reasonable  and  customary  in  the  field  of  agricultural
     biotechnology and shall be for the life of the relevant patent(s).

     6.3 MOST FAVORED LICENSEE:  The terms of the OPTION AGREEMENT provide DELTA
certain rights related to the terms and conditions of this Agreement. Nothing in
this  Agreement  shall  supercede  or  otherwise  affect the terms of the OPTION
AGREEMENT in that regard.


                     SECTION 7 -- BUSINESS RECORDS/PAYMENTS

     7.1 BUSINESS RECORDS:

          (a) DPA shall keep records  showing the amount of LICENSED  COMMERCIAL
     SEED sold or otherwise  transferred  to third parties and the COST OF GOODS
     and WHOLESALE PRICES for all DPA ROUNDUP READY(R)  CULTIVARS along with the
     calculations  of the  AVERAGE  GROSS  MARGIN  PERCENTAGE  for each CLASS of
     COTTON  PLANTING  SEED sold by DPA. DPA further  agrees to permit its 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 by an  independent,  national  firm  of  Chartered
     Accountants,  appointed by and at the expense of MONSANTO, which firm shall
     be reasonably acceptable to DPA.

          (b)  MONSANTO  shall keep  records  showing  the amount of NET LICENSE
     REVENUE from the  licensing of cotton  farmers in THE  TERRITORY.  MONSANTO
     further  agrees to permit its 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 by an  independent,
     national firm of Chartered  Accountants  appointed by and at the expense of
     DPA, which firm shall be reasonably acceptable to MONSANTO.

     7.2 REPORTS AND PAYMENTS:

          (a) MONSANTO  shall submit to DPA by the  thirtieth  day from the date
     when MONSANTO requires payment from  distributors/retailers  in each year a
     report which summarizes any payment due for the previous twelve (12) months
     and  includes a list of all  licensed  growers  who  purchased  DPA ROUNDUP
     READY(R)  CULTIVARS  and the  amount so  purchased.  With each such  annual
     report,  MONSANTO  shall pay to DPA the applicable RR SEED SERVICES FEE due
     pursuant  to  Subsection  6.1.  If no  such  payment  is due to DPA for the
     subject reporting  period,  the written report shall so state. If necessary
     due to untimely  reports and/or payments by  distributors/retailers  and/or
     licensed  farmers,  a follow-up  report and payment to DPA shall be made by
     MONSANTO every two (2) months thereafter.

          (b) DPA shall submit to MONSANTO (1) by September 30th, a report which
     provides  a  calculation  of the  amount  due to  MONSANTO  as a refund  of
     overpayments  of RR SEED  SERVICES  FEES due to such  AVERAGE  GROSS MARGIN
     PERCENTAGE  values,  as  determined  by the  calculation  set  forth in the
     definition of "RR SEED SERVICES  FEES" for the previous  twelve (12) months
     and (2) by December 31, a report which provides totals, by variety,  of all
     shipments of all DPA ROUNDUP READY(R) CULTIVARS,  whether sold or otherwise
     transferred within the previous twelve (12) months.  With the report due on
     September  30th,  DPA shall remit any payment due plus interest  calculated
     according  to Section  7.3 for the  period  beginning  with  receipt of the
     applicable  overpayment from MONSANTO to date of payment of the refund.  If
     no such  payment  is due to  MONSANTO  under  (1)  above  for  the  subject
     reporting  period,  the written report shall so state.  If necessary due to
     payment  dates  from   distributors/retailers   or  individual  growers,  a
     follow-up report and payment to MONSANTO shall be made every two (2) months
     thereafter.

          (c) If at any time during the term of this  Agreement,  MONSANTO shall
     amend the  manner in which it  collects  the RR GROWER  AGREEMENT  FEE from
     distributors/retailers  and/or  cotton  farmers  to other  than by a single
     annual installment,  it shall report such modification in collection policy
     to DPA and make  reports and  payments to DPA in a manner  consistent  with
     that outlined in Subsection 7.2(a).

          (d) Reports and  payments due pursuant to this Section 7 shall be sent
     to:

If to DPA:                      Deltapine Australia Pty. Limited
                                60 Maitland Street
                                Narrabri, NSW
                                Australia 2390
                                Attention: General Manager

If to MONSANTO:                 Monsanto Company
                                800 North Lindbergh Boulevard
                                St. Louis, Missouri  63167
                                U.S.A.
                                Attention: Global Product Management, Cotton

          or such other addresses or bank accounts as a party may specify to the
     other.

     7.3 INTEREST ON  OUTSTANDING  BALANCES:  If MONSANTO or DPA fails to pay on
any due date any amount which is payable  under this  Agreement,  then,  without
prejudice to Subsection 10.4, 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 from the due date until payment is made
in full, both before and after any judgment.


                          SECTION 8 -- CONFIDENTIALITY

     8.1 NON-DISCLOSURE OF CONFIDENTIAL INFORMATION:

          (a)  Neither  DPA nor  MONSANTO  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  another  party  except  with the  prior  written  consent  of the other
     involved  party or parties or as  provided  in  Subsection  8.3;  provided,
     however,  MONSANTO  shall be permitted to disclose any general  information
     relating to performance of a MONSANTO  ROUNDUP  READY(R) GENE to the extent
     such  disclosure  is necessary or desirable  for the  commercialization  of
     cotton seed derived from a ROUNDUP  READY(R)  EVENT.  MONSANTO shall not be
     permitted  to  disclose  information  relating  specifically  only  to  DPA
     CULTIVARS.

          (b) MONSANTO  shall not disclose  confidential  DPA pricing,  sales or
     other  sensitive  information  to any competitor of DPA or any other person
     whatsoever  and  MONSANTO  shall  take  reasonable  action to use  separate
     personnel to handle DPA sensitive commercial information from the personnel
     with access to commercial  information from any competitor of DPA. However,
     nothing in this clause shall prevent  MONSANTO from  disclosing to DPA when
     it provides a third party with a ROUNDUP READY(R) EVENT.

     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 or other information, ten (10) years thereafter.

     8.3 USES OF CONFIDENTIAL INFORMATION:  Any TECHNOLOGY or other confidential
information which is disclosed by either DPA, or MONSANTO to 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  Agreement  or  for  the  commercial   exploitation  of  the  LICENSED
     COMMERCIAL SEED, and subject,  in each case, to the RECIPIENT'S  obligating
     the person in question to hold the same  confidential by written  agreement
     coincident  in scope and term with the  confidentiality  obligation of this
     Agreement and that person  further  agreeing not to use the same except for
     the purposes for which the disclosure is made;

          (b) Disclosed by the RECIPIENT to any  governmental or other authority
     or regulatory body to the extent required by law. Provided,  however,  that
     the  RECIPIENT  shall  take all  reasonable  measures  to ensure  that such
     authority  or body  keeps the same  confidential  and does not use the same
     except  for the  purpose  for  which  such  disclosure  is made.  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 if required to disclose such  information to
     only disclose the information to the minimum extent of that requirement;

          (c) Disclosed to a Court or litigant, to the extent such disclosure is
     ordered  by  a  Court  or  government  agency  of  competent  jurisdiction.
     Provided, however, that the RECIPIENT shall take all reasonable measures to
     ensure that the Court, other litigants,  or government agency keep the same
     confidential  and does not use the same  except for the  purpose  for which
     such disclosure is made. Provided,  further, that the party proposing to so
     disclose  shall  give  prior  notice  of that  intent  to the  party  which
     disclosed such 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 if required to
     disclose such  information to only disclose the  information to the minimum
     extent of that requirement; 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 to have been known to the
     RECIPIENT prior to such disclosure by written records.


                           SECTION 9 -- FORCE MAJEURE

     9.1 FORCE MAJEURE:  Except with regard to any payments required pursuant to
this  Agreement,  neither 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,  blockade or embargo,  delays of carriers, car shortage,
fire, explosion,  breakdown of equipment,  strike,  chemical reversal reactions,
lockout,  labor  dispute,  casualty or accident,  earthquake,  epidemic,  flood,
cyclone, tornado, hurricane or other windstorm,  delays of vendors, or by reason
of any law, order, proclamation,  regulation,  ordinance,  demand,  requisition,
requirement or any other act of any governmental authority,  including,  but not
limited to, government actions restricting or preventing the growing of LICENSED
COMMERCIAL  SEED in areas where DPA 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 each  other  parties
whenever  such a contingency  appears  likely to occur or has occurred and shall
use all  reasonable  efforts  to  overcome  the  effects of the  contingency  as
promptly as possible and shall allow each such party such access and information
as may be necessary or desirable to evaluate such contingency. No party shall be
required to resolve a strike,  lockout or other labor  problem in a manner which
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 Agreement for a period of time equal to the duration
of the event  excusing  such  performance  and the time required to overcome the
consequences  of such event and resume  performance.  The  affected  party shall
complete  performance as required by this Agreement as soon as practicable after
removal or cessation of the cause for the delay or reduction in performance.


                       SECTION 10 -- TERM AND TERMINATION

     10.1  TERM OF  AGREEMENT:  The term of this  Agreement  shall  begin on the
EFFECTIVE  DATE and shall extend until the expiry of the LICENSED  PATENT RIGHTS
and  thereafter  until (1) legal sales of COTTON  PLANTING SEED  containing  the
FIRST  ROUNDUP  READY(R)  GENE,  by an entity not  licensed by MONSANTO for such
sales,  comprise  more  than ten  percent  (10%) of the  total  sales of  COTTON
PLANTING  SEED  containing  the FIRST  ROUNDUP  READY(R) GENE or (2) NET LICENSE
REVENUE is  essentially  zero,  whichever  is first,  unless this  Agreement  is
terminated earlier pursuant to a provision of this Section 10.

     10.2 TERMINATION:

          (a) MONSANTO shall have the right during the  COMPENSATION  PERIOD for
     the FIRST ROUNDUP  READY(R)  EVENT to terminate  this  Agreement if, over a
     period of two (2) consecutive  years starting January 1, 2003, total annual
     royalty  revenue to MONSANTO  from all of its  licensees for use of ROUNDUP
     READY(R) EVENT(S) is less than MONSANTO'S total annual royalty due to third
     parties under license  agreements  from those parties for use of technology
     needed to commercialize LICENSED COMMERCIAL SEED in THE TERRITORY. MONSANTO
     shall notify DPA when annual  royalty  revenue to MONSANTO  from all of its
     licensees within THE TERRITORY is less than one hundred twenty-five percent
     (125%) of MONSANTO'S total annual royalty due to said third parties. In the
     event  that  MONSANTO   elects  to  terminate  this  Agreement  under  this
     Subsection 10.2(c) prior to expiry of the LICENSED PATENT RIGHTS,  MONSANTO
     shall:  (i) terminate  also all license  agreements  for the use of ROUNDUP
     READY(R) EVENT(S) with other licensees/sublicensees; and (ii) allow DPA and
     other  sublicensees/licensees  to sell only existing  inventories of cotton
     seed derived from ROUNDUP  READY(R)  EVENT(S) in their possession as of the
     date of  notice  of  termination  or for which  each is then  obligated  by
     contract  to take  delivery.  In the  event  that  MONSANTO  so  elects  to
     terminate this Agreement under this Subsection 10.2(c) all other provisions
     of  this  Agreement  shall  remain  in  force  until  contractual  purchase
     commitments are fulfilled,  and such inventories are exhausted. If MONSANTO
     subsequently  elects to  re-enter  the cotton  seed  market  with the FIRST
     ROUNDUP  READY(R)  EVENT,  MONSANTO  shall offer a license to DPA under the
     same terms  offered  to other  licensees  at that  time.  In the event that
     MONSANTO elects to terminate this Agreement  under this Subsection  10.2(c)
     after  expiry of the  LICENSED  PATENT  RIGHTS,  DPA  shall  have a paid-up
     license  to  sell  DPA  ROUNDUP  READY(R)  CULTIVARS,   provided  that  all
     obligations,  without  limitation,  of  MONSANTO  with  respect to such DPA
     ROUNDUP  READY(R)   CULTIVARS  shall  then  terminate  and  the  DPA  shall
     thereafter  indemnify MONSANTO according to the terms set out in Subsection
     10.6.

          (b) DPA shall have the right to  terminate  this  Agreement  by giving
     prior written notice to MONSANTO of not less than twelve (12) months.

          (c) After expiry of all of the MONSANTO  PATENT RIGHTS,  DPA may cease
     selling  DPA ROUNDUP  READY(R)  CULTIVARS  by giving  notice to MONSANTO no
     later  than the  beginning  of the  planting  season  in which DPA does not
     arrange for production of LICENSED  COMMERCIAL  SEED and thereafter have no
     further  obligations under this Agreement except (1) with respect to events
     which occurred prior to such termination, and (2) an obligation to not sell
     any seed of DPA ROUNDUP  READY(R)  CULTIVARS  until fifteen (15) years from
     the EFFECTIVE DATE or two (2) years from its notice to MONSANTO,  whichever
     is later. Upon receipt of such notice all obligations,  without limitation,
     of MONSANTO  with  respect to DPA  ROUNDUP  READY(R)  CULTIVARS  shall then
     terminate.

     10.3  BREACH OF  OBLIGATIONS:  Breach  by any party of any of the  material
provisions of this  Agreement  (other than the  confidentiality  obligations  of
Section 8 or default upon any of the payment obligations  provided herein) shall
entitle the other  party to give the party in breach or default at least  ninety
(90) days' notice to cure such breach or default.  If a breach or default by the
defaulting  party  is  not  cured  within  the  ninety  (90)  day  period,   the
materially-affected other party may terminate this Agreement by giving notice to
the  other  party  to  take  effect  immediately.  Any  termination  under  this
Subsection  10.3 shall not affect any other rights the notifying  party may have
under this Agreement.

     10.4  DEFAULT ON  PAYMENT:  In the event DPA or  MONSANTO  defaults  on any
payment due the other party pursuant to Section 6 and fails to cure such default
within  sixty  (60) days of notice by DPA or  MONSANTO,  as the case may be, the
non-defaulting  party shall have the right to terminate this Agreement by giving
further fourteen (14) days notice to the other party.

     10.5 CHANGE IN CONTROL OF DPA:  This  Agreement  shall not  terminate  upon
change of  control  of DELTA.  However,  this  Agreement  may be  terminated  by
MONSANTO  if DELTA  sells more than fifty  percent  (50%) of the stock of DPA or
sells all or substantially  all of DPA's cotton seed business to a non-AFFILIATE
third  party (in any case,  independent  of a sale of  DELTA),  unless  MONSANTO
consents to such change in control of DPA.  MONSANTO  agrees not to unreasonably
withhold  such  consent  provided  that it shall not be deemed  unreasonable  to
withhold consent if the newly  controlling  entity is a competitor in the market
for weed control or agricultural biotechnology.

     10.6  EFFECT OF  TERMINATION:  In the event this  Agreement  is  terminated
pursuant to the  provisions  of  Subsections  10.2(b),  10.3,  10.4, or 10.5, by
either DPA or  MONSANTO,  DPA shall lose all rights and  LICENSES  granted to it
pursuant  to this  Agreement.  Provided,  however,  that if  this  Agreement  is
terminated by DPA on account of a breach or default by MONSANTO,  DPA shall have
the right to sell  LICENSED  COMMERCIAL  SEED then in the  possession  of DPA or
which DPA is then obligated by contract to take  delivery.  If this Agreement is
terminated  under the  provisions of Subsection  10.1,  DPA shall have a paid-up
license to sell DPA ROUNDUP READY(R) CULTIVARS,  provided, that all obligations,
without  limitation,  of  MONSANTO  with  respect to such DPA  ROUNDUP  READY(R)
CULTIVARS  shall then  terminate.  DPA SHALL  THEREAFTER  DEFEND  AND  INDEMNIFY
AGAINST, AND HOLD MONSANTO AND THEIR RESPECTIVE EMPLOYEES,  DIRECTORS,  OFFICERS
AND AGENTS HARMLESS FROM, ANY LOSS, COST,  LIABILITY OR EXPENSE (INCLUDING COURT
COSTS AND REASONABLE  FEES OF ATTORNEYS AND OTHER  PROFESSIONALS)  INCURRED FROM
ANY CLAIM RELATING TO OR ARISING FROM DPA ROUNDUP READY(R)  CULTIVARS SOLD AFTER
TERMINATION OF THIS AGREEMENT;  PROVIDED, HOWEVER, THAT: (I) DPA SHALL HAVE SOLE
CONTROL  OF  SUCH  DEFENSE  AND ALL  NEGOTIATIONS  RELATING  TO ITS  SETTLEMENT;
PROVIDED  HOWEVER  THAT,  DPA SHALL KEEP  MONSANTO  ADVISED OF THE STATUS OF THE
CLAIM  AND ANY SUCH  NEGOTIATIONS  AND THAT ANY  SETTLEMENT  BY DPA WHICH HAS OR
COULD  REASONABLY HAVE A SUBSTANTIAL  DIRECT  FINANCIAL IMPACT ON MONSANTO SHALL
REQUIRE THE PRIOR WRITTEN  APPROVAL OF MONSANTO WHICH SHALL NOT BE  UNREASONABLY
WITHHELD;  (II) THE OBLIGATION TO INDEMNIFY IS  CONDITIONAL  ON MONSANTO  HAVING
NOTIFIED DPA WITHIN TWENTY (20) DAYS OF THE RECEIPT BY MONSANTO OF A PERFORMANCE
CLAIM  SUBJECT TO THIS  INDEMNIFICATION;  (III) IF MONSANTO  DESIRES TO HAVE ITS
COUNSEL PARTICIPATE IN THE PREPARATION OF SUCH DEFENSE,  TRIAL, OR SETTLEMENT OF
ANY  CLAIM  SUBJECT  TO THIS  INDEMNIFICATION,  SUCH  PARTICIPATION  SHALL BE AT
MONSANTO'S EXPENSE; (IV) IF MONSANTO ASSUMES THE DEFENSE AGAINST ANY SUCH CLAIM,
DPA SHALL HAVE NO  OBLIGATION  TO DEFEND OR INDEMNIFY  MONSANTO  WITH RESPECT TO
SUCH CLAIM;  AND (V)  MONSANTO  MUST  PROMPTLY  PROVIDE ALL  INFORMATION  IN ITS
POSSESSION  REASONABLY  REQUESTED  BY DPA AND MAKE  AVAILABLE  ALL  PERSONNEL OF
MONSANTO  FOR  DEPOSITIONS,   TESTIMONY  AND  CONSULTATIONS,  AND  PROVIDE  SUCH
TECHNICAL ASSISTANCE REASONABLY REQUESTED BY DPA TO THE EXTENT NECESSARY FOR THE
CONDUCT OF THE SUIT.

     10.7  SURVIVAL  OF  COVENANTS:  Notwithstanding  the  termination  of  this
Agreement  pursuant to the  provisions of  Subsections  10.3,  10.4 or 10.5, the
rights and obligations conferred, with respect to events which occurred prior to
such  termination,  by  Sections  6, 7, 8, 11,  12,  13,  and 14  shall  survive
termination. DPA's obligations under Subsections 10.2(a) and 10.6 shall continue
for so long as DPA or any sublicensee has possession of or sells any DPA ROUNDUP
READY(R) CULTIVARS.

                       SECTION 11 -- WARRANTY/LIMITATIONS

     11.1 MONSANTO WARRANTIES: MONSANTO hereby warrants and represents that with
respect  to  the  FIRST  ROUNDUP  READY(R)  EVENT  authorized  by  MONSANTO  for
COMMERCIAL SALE, as of its DATE OF APPROVAL FOR COMMERCIAL SALE, MONSANTO:

          (a) is the owner of such ROUNDUP READY(R)EVENT and MONSANTO TECHNOLOGY
     used in the development thereof;

          (b) is owner or licensee of the MONSANTO PATENT RIGHTS;

          (c) has the right to license (or sublicense) DPA such ROUNDUP READY(R)
     EVENT and  LICENSED  PATENT  RIGHTS  and  MONSANTO  TECHNOLOGY  used in the
     development thereof for use under the terms of this Agreement; and

          (d) as of the  EFFECTIVE  DATE  the  FIRST  ROUNDUP  READY(R)GENE  has
     received all necessary GOVERNMENTAL APPROVALS.

MONSANTO further warrants and represents that as of the EFFECTIVE DATE there are
no patents  issued in THE  TERRITORY  which  would be  infringed  by the making,
using, or selling of LICENSED  COMMERCIAL SEED; and further that, as of the date
it was supplied,  the information supplied to governmental  agencies in order to
obtain the GOVERNMENTAL  APPROVALS was believed,  using commercially  reasonable
efforts of inquiry, to be substantially and materially correct.

     11.2 DPA WARRANTY:  DPA hereby  warrants and represents  that DPA shall not
sell LICENSED  COMMERCIAL  SEED that fails to meet the standards as set forth in
Appendices  B, D, and E. DPA shall keep lot  samples of all  LICENSE  COMMERCIAL
SEED sold by DPA in accordance with Appendices B and C.

     11.3 MUTUAL  WARRANTIES:  DPA and MONSANTO  each warrant to the other party
that this  Agreement  does not,  and  performance  by DPA and  MONSANTO of their
obligations  hereunder  will not,  contravene  any provision of any agreement or
contract binding upon either DPA or MONSANTO.

     11.4 NO OTHER WARRANTIES:  It is expressly understood that DPA and MONSANTO
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  ROUNDUP   READY(R)   EVENT(S)  OR  THE  MONSANTO  ROUNDUP
     READY(R)GENE(S),  MONSANTO  TECHNOLOGY,  LICENSED  COMMERCIAL  SEED, OR DPA
     ROUNDUP READY(R)CULTIVARS;

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

          (c) MONSANTO ROUNDUP READY(R) GENE(S),  MONSANTO TECHNOLOGY,  LICENSED
     COMMERCIAL  SEED,  OR DPA ROUNDUP  READY(R)  CULTIVARS OR USE THEREOF BEING
     FREE FROM INFRINGEMENT OF PATENTS OTHER THAN LICENSED PATENT RIGHTS.

     11.5 LIMITATION OF LIABILITY:  Without prejudice to the other provisions of
Sections  11, 12 and 13, the parties  agree that in any event the  liability  of
MONSANTO and DPA arising out of or in connection  with any breach of any express
or implied  warranty or condition in respect to the  MONSANTO  ROUNDUP  READY(R)
GENE(S),  MONSANTO TECHNOLOGY,  LICENSED COMMERCIAL SEED or DPA ROUNDUP READY(R)
CULTIVARS (other than a condition or warranty  implied by any legislation  which
does not  permit  MONSANTO  or DPA's  liability  to be limited as stated in this
Subsection  11.5),  shall, at the election of the relevant party, be limited to,
if the condition relates to goods, the replacement of the goods or the supply of
equivalent  goods and, if the condition  relates to services,  the supply of the
services again or the payment of the cost of having the services supplied again.


                        SECTION 12 -- PATENT INFRINGEMENT

     12.1 INFRINGEMENT DEFENSE AND INDEMNIFICATION

          (a) Subject to the  limitations  of Subsection  12.2,  MONSANTO  shall
     assume the  defense of any claim  brought  against DPA by a third party for
     infringement  of any Australian  patent insofar as such claim arises solely
     from DPA's use of a ROUNDUP READY(R) EVENT provided by MONSANTO pursuant to
     this Agreement  ("DPA  Infringement  Claim") and, except as provided to the
     contrary in this  Section 12,  shall assume the legal costs and expenses of
     defending DPA against any such DPA  Infringement  Claim.  MONSANTO shall be
     permitted to conduct such defense with nationally-recognized patent counsel
     and  litigation  lawyers of its choice  experienced in patent law and shall
     regularly  keep DPA  informed in writing of the status and  progress of the
     suit. If DPA desires to have its counsel  participate in the preparation of
     such defense,  trial,  or settlement of any DPA  Infringement  Claim,  such
     participation  shall be at DPA's  expense.  Subject to the  limitations  of
     Subsection 12.2,  MONSANTO shall indemnify DPA against any and all monetary
     damages and/or costs  actually  awarded in such suit or any amounts paid in
     settlement in respect to such an DPA Infringement  Claim. In the event that
     DPA assumes the defense against any DPA Infringement Claim,  MONSANTO shall
     have no  obligation  to defend or  indemnify  DPA with  respect to such DPA
     Infringement Claim.

          (b) If the DPA Infringement  Claim is made by a third party, and (i) a
     license  agreement  is  available  on  reasonable  terms to settle  the DPA
     Infringement  Claim,  and (ii) DPA does not accept the proposed  reasonable
     license  agreement,  then  MONSANTO  shall have no  obligation to defend or
     indemnify DPA with respect to any DPA Infringement Claim; provided however,
     MONSANTO would not have the right to terminate  this  Agreement  solely for
     such cause.

          (c) The obligation of MONSANTO  pursuant to this Subsection 12.1 shall
     apply only if:

               (i)  DPA notifies MONSANTO within twenty (20) days of the receipt
                    by DPA of a notice of an alleged or  potential  infringement
                    of a third-party Australian patent by the production, use or
                    sale of the  ROUNDUP  READY(R)  EVENT  or ten  (10)  days of
                    receipt of a complaint or other court document  comprising a
                    DPA  Infringement  Claim  within  the  scope  of  Subsection
                    12.1(a), whichever is earlier.

               (ii) MONSANTO is given  exclusive  control of the defense of such
                    DPA Infringement Claim and all negotiations  relating to its
                    settlement;  provided however that,  MONSANTO shall keep DPA
                    advised of the status of the DPA Infringement  Claim and any
                    such  negotiations and that any settlement by MONSANTO which
                    has or reasonably could have a substantial  direct financial
                    impact on DPA shall  require the prior  written  approval of
                    DPA  which  shall  not be  unreasonably  withheld;  provided
                    further   that   for  the   purposes   of  this   Subsection
                    12.1(c)(ii),  a settlement which requires the payment of not
                    more than the remaining indemnification amount of Subsection
                    12.2 to the  third-party  Australian  patent owner and would
                    require no further payment to said third party for continued
                    development,  production, use or sale of LICENSED COMMERCIAL
                    SEED  shall  not be  considered  to have a direct  financial
                    impact on DPA; and

               (iii)DPA promptly  provides  all  information  in its  possession
                    reasonably  requested  by MONSANTO and makes  available  all
                    personnel   of   DPA   for   depositions,    testimony   and
                    consultations,   and  provides  such  technical   assistance
                    reasonably requested by MONSANTO to the extent necessary for
                    the conduct of the suit.

          (e) In the  event  of a DPA  Infringement  Claim or an  allegation  of
     infringement of a third-party Australian patent and if a reasonable license
     agreement with that third party is not available,  then DPA shall, upon the
     written  request of  MONSANTO  promptly  cease and  desist  the  infringing
     activity.  If DPA does not cease and desist such  activity,  MONSANTO shall
     have no  obligation to defend or indemnify DPA with respect to any such DPA
     Infringement Claim .

     12.2  LIMITATION OF LIABILITY:  MONSANTO's  total liability at any time for
all indemnification payments to third parties for patent infringement,  payments
made in settlement  thereof,  and costs  associated  with the defense of all DPA
Infringement  Claims,  shall not  cumulatively  exceed,  the total amount of NET
LICENSE REVENUE  retained by MONSANTO after payment of any RR SEED SERVICES FEES
up to the time when such Claim is filed.

     12.3 SUSPECTED  INFRINGEMENT  OF LICENSED  PATENT RIGHTS:  In the event DPA
learns of suspected  infringement of LICENSED PATENT RIGHTS,  then to the extent
that DPA is  lawfully  permitted  to do so, DPA shall  notify  MONSANTO  to such
effect and provide MONSANTO with the evidence concerning suspected  infringement
in DPA'S possession.  MONSANTO and DPA shall use reasonable efforts to terminate
such  infringement  without  litigation.  Nothing  herein  shall be construed as
conferring on DPA any right to bring suit for  infringement  of LICENSED  PATENT
RIGHTS.

     12.4 EFFECT OF INVALIDITY OF LICENSED PATENT RIGHTS: In the event any claim
of  LICENSED  PATENT  RIGHTS is  declared  invalid or  unenforceable  by a final
judgment of a court having  competent  jurisdiction,  the LICENSE  granted under
Section 3 shall  terminate and have no force or effect as to the subject  matter
covered by that  claim.  However,  subject to the  provisions  of Section 6, the
LICENSE  shall  continue  with respect to any  remaining  patent  claims  within
LICENSED PATENT RIGHTS.


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

     13.1  PROCEDURE  AND  INDEMNITIES  FOR VENDEE  CLAIMS:  In the event that a
purchaser  of  LICENSED  COMMERCIAL  SEED  makes a claim that one or both of the
parties have breached a warranty for the LICENSED COMMERCIAL SEED or that it has
otherwise failed to provide the expected performance, whether such claim is made
in a governmental forum, such as a court, or by communicating, directly with one
of the parties or with a distributor of LICENSED  COMMERCIAL SEED, an allegation
of fault, then the following shall apply:

          (a) Neither party shall  communicate  to such  purchaser  (hereinafter
     "claimant")  that the alleged failure is due to the TECHNOLOGY of the other
     party.

          (b) A party  receiving  notice of a claim or action  shall  notify the
     other  of all  matters,  issues,  and  claims  communicated  to it by  each
     claimant within fifteen (15) days of receipt by the party.

          (c) The parties shall first  attempt in good faith to reach  agreement
     in  writing  to any  settlement  offer  prior to its  communication  to the
     claimant,  including  who  shall be  responsible  for what  portion  of the
     settlement  payment (whether in cash or goods or services).  Alternatively,
     such   agreement   may  include  an   agreement   to  refer  the  issue  of
     responsibility  to  arbitration as provided in Subsection  e(iv) below.  If
     within ninety (90) days of the notice  specified in paragraph (b) above the
     parties have not reached  agreement on (1) whether a settlement offer is to
     be made and (2) the amount thereof, and (3) the proportionate  liability of
     any such settlement  amount to be paid by each of the parties,  then either
     party shall be free to make any  settlement  with the claimant  that it, in
     its sole judgment,  deems  appropriate.  If that  settlement is in cash and
     releases both DPA and MONSANTO  from the potential  liability for the claim
     or  action  and is not a claim  or  action  involving  a matter  which  the
     non-settling party would have, but for the settlement,  one hundred percent
     (100%) responsibility under Subsections 13.1(e)(i), (e)(ii), or (e)(iii) as
     appropriate,  then the other party shall  reimburse  the  settling  party a
     portion  of the  settlement  amount  equal to its share of the NET  LICENSE
     REVENUE  for the  hectares  subject to the claim,  and,  if the  settlement
     amount is greater than the NET LICENSE REVENUE for the hectares  subject to
     the claim and the settling  party  desires the other party to pay a portion
     of the excess amount, then it may submit a claim to arbitration as provided
     in Subsection 14.12(b),  provided that in such event the arbitrator may not
     apportion fault in accordance with a  determination  that the  non-settling
     party is responsible  under Subsections  13.1(e)(i),  (e)(ii) or e(iii), as
     appropriate,  and may not apportion  fault to the  non-settling  party in a
     percentage  greater  than,  in the case of MONSANTO,  the MONSANTO  ROYALTY
     PERCENTAGE,  and in the case of DPA, a  percentage  equal to 100% minus the
     MONSANTO ROYALTY PERCENTAGE.

          (d) The parties shall  jointly  defend any formal action by a claimant
     or class of claimants.

          (e) The  parties  shall  indemnify  each  other  for the costs of such
     defense and any damages awarded or paid by way of a settlement  agreed upon
     as provided  in  Subsection  13.1(a)  (together,  the "action  costs") as a
     result of such action on the following basis:

               i)   If DPA is in breach of its  warranty  in Section  11.2,  any
                    warranty  given to the  claimant by DPA  without  MONSANTO's
                    agreement, or any governmental  requirement through no fault
                    of MONSANTO,  all with  respect to the  LICENSED  COMMERCIAL
                    SEED  involved in the  action,  and such breach is a primary
                    cause of the  claimed  loss;  or if DPA agrees  that the DPA
                    CULTIVAR  or the  COTTON  PLANTING  SEED is the cause of the
                    alleged failure;  then DPA shall indemnify  MONSANTO for one
                    hundred percent of the action costs; or

               ii)  If  not,  then if the  claimant  used  ROUNDUP(R)  herbicide
                    sourced  from  MONSANTO  over the  plants  grown  from  such
                    LICENSED  COMMERCIAL SEED, and such ROUNDUP(R)  herbicide is
                    shown to be  defective,  and such defect is the cause of the
                    alleged  failure or if MONSANTO is in breach of its warranty
                    in Section  11.1,  any  warranty  given to the  claimant  by
                    MONSANTO  without  DPA's  agreement,   or  any  governmental
                    requirement  through no fault of DPA,  and such  breach is a
                    primary  cause of the  claimed  loss,  then  MONSANTO  shall
                    indemnify  DPA for one hundred  percent of the action costs;
                    or

               iii) If  neither  of (i) or (ii)  applies,  then if a failure  of
                    performance of either the MONSANTO  ROUNDUP READY(R) GENE or
                    the  MONSANTO  B.t.  GENE is a primary  cause of the alleged
                    failure of the LICENSED  COMMERCIAL SEED,  MONSANTO shall be
                    responsible  for a  percentage  of the action costs equal to
                    the MONSANTO  ROYALTY  PERCENTAGE  applicable to the sale of
                    the LICENSED COMMERCIAL SEED which led to the action and DPA
                    shall be  responsible  for the balance of the action  costs,
                    (and each party indemnifies the other for such amount); or

               iv)  If no one of subsections  (i), (ii), or (iii) applies,  then
                    the  parties  shall  submit to  arbitration,  as provided in
                    Section  14.12(b),  the  issue of the  cause of the  alleged
                    failure of LICENSED COMMERCIAL SEED, and, if necessary,  the
                    liability of each party under this agreement,  following the
                    allocations provided in this Section 13.1(e),  provided that
                    (1) if the Arbitrator  determines  that no one of (i), (ii),
                    or (iii) applies but also  determines that the cause for the
                    alleged failure can be allocated with  reasonable  certainty
                    among MONSANTO and DPA in percentage  terms,  the Arbitrator
                    may  allocate  the  action  costs in  accordance  with  such
                    finding  concerning  cause, but (2) if the Arbitrator cannot
                    determine  the cause of the alleged  failure of  performance
                    under  the  above  provisions  of this  Section  13.1,  then
                    MONSANTO shall be responsible for a percentage of the action
                    costs equal to the MONSANTO ROYALTY PERCENTAGE applicable to
                    the sale of the  LICENSED  COMMERCIAL  SEED which led to the
                    action and DPA shall be  responsible  for the balance of the
                    action costs (and each party  indemnifies the other for such
                    amount).  The  arbitrator(s)  shall  not have  the  power to
                    alter,   amend,  or  otherwise  affect  the  terms  of  this
                    Agreement.

     13.2  FAILURE TO COMPLY WITH  REQUIRED  PROCEDURES:  If a party  materially
breaches the provisions of Subsection  13.1 with respect to a claim or claims by
purchasers  of LICENSED  COMMERCIAL  SEED,  then that party shall be one hundred
percent responsible for the costs of settling or defending such claim(s) and for
any damages awarded as a result of actions involving such claim(s).

     13.3 DPA'S INDEMNITY FOR VENDEES CLAIMS:

     EXCEPT AS EXPRESSLY PROVIDED IN SUBSECTIONS 13.1 AND 13.2, DPA SHALL DEFEND
AND  INDEMNIFY  AGAINST,  AND HOLD  MONSANTO  AND  THEIR  RESPECTIVE  EMPLOYEES,
DIRECTORS,  OFFICERS AND AGENTS  HARMLESS  FROM,  ANY LOSS,  COST,  LIABILITY OR
EXPENSE  (INCLUDING  COURT  COSTS AND  REASONABLE  FEES OF  ATTORNEYS  AND OTHER
PROFESSIONALS)  INCURRED FROM ANY CLAIM OF COTTON FARMERS WHO PURCHASE  LICENSED
COMMERCIAL SEED, AND OF DISTRIBUTORS  AGAINST WHOM SUCH FARMERS MAY MAKE CLAIMS,
ARISING OR  ALLEGED  TO ARISE OUT OF THE  FAILURE  PLANTS  GROWN  FROM  LICENSED
COMMERCIAL  SEED OF DPA  ROUNDUP  READY(R)  CULTIVARS  TO EXHIBIT  TOLERANCE  TO
GLYPHOSATE, IF SUCH LICENSED COMMERCIAL SEED DOES NOT CONTAIN A MONSANTO ROUNDUP
READY(R)  GENE, OR SUCH LICENSED  COMMERCIAL  SEED AT THE TIME IT WAS SHIPPED BY
DPA, FAILS TO MEET THE ROUNDUP READY(R) QUALITY ASSURANCE  CRITERIA AS SET FORTH
IN APPENDIX B, AS THE CASE MAY BE. PROVIDED,  HOWEVER,  THAT: (I) DPA SHALL HAVE
SOLE CONTROL OF SUCH DEFENSE AND ALL  NEGOTIATIONS  RELATING TO ITS  SETTLEMENT;
PROVIDED  HOWEVER  THAT,  DPA SHALL KEEP  MONSANTO  ADVISED OF THE STATUS OF THE
CLAIM  AND ANY SUCH  NEGOTIATIONS  AND THAT ANY  SETTLEMENT  BY DPA WHICH HAS OR
COULD  REASONABLY HAVE A SUBSTANTIAL  DIRECT  FINANCIAL IMPACT ON MONSANTO SHALL
REQUIRE THE PRIOR WRITTEN  APPROVAL OF MONSANTO WHICH SHALL NOT BE  UNREASONABLY
WITHHELD;  (II) THE OBLIGATION TO INDEMNIFY IS  CONDITIONAL  ON MONSANTO  HAVING
NOTIFIED DPA WITHIN TWENTY (20) DAYS OF THE RECEIPT BY MONSANTO OF A PERFORMANCE
CLAIM  SUBJECT TO THIS  INDEMNIFICATION;  (III) IF MONSANTO  DESIRES TO HAVE ITS
COUNSEL PARTICIPATE IN THE PREPARATION OF SUCH DEFENSE,  TRIAL, OR SETTLEMENT OF
ANY  CLAIM  SUBJECT  TO THIS  INDEMNIFICATION,  SUCH  PARTICIPATION  SHALL BE AT
MONSANTO'S EXPENSE; (IV) IF MONSANTO ASSUMES THE DEFENSE AGAINST ANY SUCH CLAIM,
DPA SHALL HAVE NO  OBLIGATION  TO DEFEND OR INDEMNIFY  MONSANTO  WITH RESPECT TO
SUCH CLAIM;  AND (V)  MONSANTO  MUST  PROMPTLY  PROVIDE ALL  INFORMATION  IN ITS
POSSESSION  REASONABLY  REQUESTED  BY DPA AND MAKE  AVAILABLE  ALL  PERSONNEL OF
MONSANTO  FOR  DEPOSITIONS,   TESTIMONY  AND  CONSULTATIONS,  AND  PROVIDE  SUCH
TECHNICAL ASSISTANCE REASONABLY REQUESTED BY DPA TO THE EXTENT NECESSARY FOR THE
CONDUCT OF THE SUIT.


                              SECTION 14 -- GENERAL

     14.1 ASSIGNMENT OF DPA'S RIGHTS AND OBLIGATIONS: The rights and obligations
under this Agreement pertaining to DPA are personal to DPA and DPA shall not (by
operation  of law or  otherwise),  except as provided in Section  10.5,  assign,
mortgage,  pledge as security, or license any of its rights hereunder, nor shall
DPA  subcontract or delegate (other than in the ordinary course of business) any
of its obligations hereunder (except as otherwise provided in this Agreement) to
a  non-AFFILIATE  of DELTA,  except with the prior written  consent of MONSANTO.
Provided,  however,  that DPA may  assign  this  Agreement  and the  rights  and
obligations thereunder to an AFFILIATE of DELTA.

     14.2  ASSIGNMENT  OF  MONSANTO'S  RIGHTS  AND  OBLIGATIONS:  The rights and
obligations under this Agreement pertaining to MONSANTO are personal to MONSANTO
and MONSANTO shall not (by operation of law or otherwise) assign,  mortgage,  or
pledge as security any of its rights hereunder,  nor shall MONSANTO  subcontract
or otherwise delegate (other than in the ordinary course of business) any of its
obligations  hereunder  (except as otherwise  provided in this  Agreement)  to a
non-AFFILIATE,  except with the prior written consent of DPA. Provided, however,
that  MONSANTO  may  assign  this  Agreement  and  the  rights  and  obligations
thereunder to an AFFILIATE.

     14.3 RELATION OF PARTIES:  Nothing in this  Agreement  shall create,  or be
deemed to create,  a  partnership,  or the  relationship  of principal and agent
among the parties.  Except as provided in Subsection 14.1 and 14.2, no party not
a signatory  hereto shall be considered a  beneficiary  of any provision of this
agreement.

     14.4  INTEGRATION  OF  CONTRACT:   This  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 for THE TERRITORY.  All prior  agreements,
negotiations,  dealings and understandings,  whether oral or written,  regarding
the subject  matter for THE TERRITORY  hereof are hereby  superseded  and merged
into this Agreement.  This agreement is granted in fulfillment of an option held
by DPA with  respect  to the grant of a license  to the FIRST  ROUNDUP  READY(R)
EVENT for THE  TERRITORY  but  otherwise,  nothing in this  agreement  amends or
supercedes the terms of the OPTION AGREEMENT.

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

     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 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 APPENDICES:  Unless otherwise
expressly stated,  all Sections and Subsections  referred to herein are Sections
and  Subsections of this  Agreement,  and all Appendices  referred to herein are
Appendices attached hereto.

     14.8 PARTIAL INVALIDITY:  If any provision of this Agreement is held by any
competent  authority to be invalid or  unenforceable  in whole or in part,  this
Agreement shall continue to be valid as to the other provisions  thereof and the
remainder of the affected provision.

     14.9 GOVERNING  CONTRACT LAW: THIS 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 RULES OF CONFLICTS OF LAW).

     14.10 GOVERNING  PATENT LAW: Any question  arising out of this Agreement as
to the  validity,  construction  or effect of any  patent  shall be  decided  in
accordance with the Australian Patents Act.

     14.11 NOTICES:  Any notice or other  information  required or authorized by
this  Agreement to be given by any party to the others shall be given in writing
and shall be deemed sufficiently given when delivered by hand, or transmitted by
express mail or overnight courier service,  or transmitted by facsimile or other
means of electronic  data  transmission,  confirmed by express mail or overnight
courier service,  to the following  addresses of the other parties or such other
address(es)  as is (are)  notified  to the parties by the one (1) or more of the
other parties from time to time.

If to DELTA:         Delta and Pine Land Company
                     One Cotton Row
                     Scott, MS  38772

                     Attention:        President

If to DPA:           Deltapine Australia Pty. Limited
                     60 Maitland Street
                     Narrabri, NSW, Australia, 2390

                     Attention:        General Manager

If to MONSANTO:      Monsanto Company
                     800 North Lindbergh Boulevard
                     St. Louis, Missouri  63167
                     U.S.A.

                     Attention:        Global Product Management, Cotton

     14.12 DISPUTE RESOLUTION:

          (a) Any claim, dispute,  difference or controversy between the parties
     not relating to issues  involving patent rights arising out of, or relating
     to, this Agreement which cannot be settled by mutual understanding  between
     the parties (a  "Dispute")  shall be submitted  within  thirty (30) days of
     such Dispute to a panel consisting of a senior executive  nominated by each
     party (the "Panel").  Such Panel shall meet and use  reasonable  efforts to
     resolve said Dispute.

          (b) If the  Dispute  cannot be  resolved  within  thirty  (30) days of
     submission  to  the  Panel,   then  any  party  may  invoke  the  following
     arbitration rights:

               (i)  The Dispute shall be referred to arbitration under the rules
                    of the American Arbitration  Association (AAA) to the extent
                    that such rules are not inconsistent  with the provisions of
                    this  Subsection  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. The demand for arbitration
                    shall be made within a reasonable  time after the Dispute in
                    question  has arisen  and,  in any event,  shall not be made
                    after  the date  when  institution  of  legal  or  equitable
                    proceedings,  based on such  Dispute in  question,  would be
                    barred by the applicable statue of limitations;

               (ii) The independent arbitration panel shall consist of three (3)
                    independent arbitrators,  one (1) of whom shall be appointed
                    by each party involved in the Dispute. 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  the third  arbitrator  so that the
                    arbitration  panel shall  consist of three (3)  arbitrators;
                    provided,  however, that, if the arbitrators selected by the
                    parties  involved  in the Dispute are unable to agree on the
                    appointment  of  the  additional  arbitrator,   any  of  the
                    selected arbitrators may petition the Executive Secretary of
                    the  AAA  to  make  the   appointment  of  such   additional
                    arbitrators; and

               (iii) The place of arbitration shall be Chicago, Illinois.

          (c) Pending  resolution  of any  Dispute,  each party  involved in the
     dispute shall make every  reasonable  effort to minimize  adverse  economic
     consequences  to the parties under this  Agreement  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.

          (d)  Nothing in this  Section  prohibits  either  party  from  seeking
     interlocutory  relief from a court of  competent  jurisdiction  against the
     other party in the event that any alleged breach of this Agreement requires
     urgent relief and cannot be adequately compensated for by damages.

     14.13  GUARANTEE BY DELTA:  DELTA hereby  guarantees the performance of DPA
hereunder for so long as DPA remains an AFFILIATE of DELTA.

     14.14 INCORPORATION OF APPENDICES:  Appendices A through E, inclusive,  are
incorporated herein and made a part hereto.

     IN WITNESS  WHEREOF,  this  Agreement has been executed by duly  authorized
representatives of the parties herein.

MONSANTO COMPANY                            DELTA AND PINE LAND COMPANY

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


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

DELTAPINE AUSTRALIA PTY. LIMITED


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


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


<PAGE>


                                   APPENDIX A

                         RR TRADEMARK LICENSE AGREEMENT

     This  Agreement,  made as of the  3rd day of  July,  2000,  by and  between
Monsanto  Company,  a corporation  organized and existing  under the laws of the
State of Delaware, having its principal place of business at 800 North Lindbergh
Boulevard,  St. Louis,  Missouri 63167 (hereinafter  referred to as "MONSANTO"),
and Deltapine  Australia  Pty.  Ltd.,  organized and existing  under the laws of
Australia, having a principal place of business at 60 Maitland Street, Narrabri,
NSW, Australia, 2390 (hereinafter referred to as "DPA").

                                  WITNESSETH:

WHEREAS,  MONSANTO  is the  owner  of the  trademark,  which is the  subject  of
Australian trademark  registrations 603252 and 603253 for ROUNDUP READY(R) Genes
(hereinafter referred to as the "RR Trademark"); and

WHEREAS,  DPA desires to obtain a license to use the RR Trademark in  connection
with the sale of transgenic  cotton seed derived from a ROUNDUP  READY(R)  EVENT
licensed by MONSANTO  pursuant to a license for  GLYPHOSATE-TOLERANT  COTTON AND
SEED SERVICES AGREEMENT (the "LICENSE AGREEMENT");

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

     1.  MONSANTO  hereby  grants  to  DPA,  subject  to all of  the  terms  and
conditions herein contained, a non-exclusive, royalty-free license to use the RR
Trademark on or in relation to cotton seed which has been derived from a ROUNDUP
READY(R)  EVENT and which has been  produced  pursuant to the LICENSE  AGREEMENT
(hereinafter  referred to as "Goods").  This license  shall be  assignable  to a
third  party only in the manner  specified  in  Subsection  14.1 of the  LICENSE
AGREEMENT and only as part and parcel of an assignment of the LICENSE AGREEMENT.

     2. DPA agrees that it will use the RR Trademark  on all Goods,  but only on
Goods which meet the  derived  from a ROUNDUP  READY(R)  EVENT as defined in the
LICENSE AGREEMENT.

     3.  MONSANTO  shall have the right at all  reasonable  times to inspect and
examine the methods,  processes and containers used by DPA in bagging,  treating
and  storing  the Goods on which the DPA uses the RR  Trademark  and to  request
samples of such Goods and containers.  DPA 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  MONSANTO  and  shall  not be used for any
competitive purpose whatsoever.

     4. DPA shall  have the right to use the RR  Trademark  in  advertising  and
promotional literature and the like, as well as on labels, packaging, containers
and the like,  for the Goods.  DPA agrees that each such use of the RR Trademark
shall be in  accordance  with  the  provisions  of  Section  3.5 of the  LICENSE
AGREEMENT  and agrees  that the RR  Trademark  shall be used with the (R) symbol
which shall be keyed to the footnote  "Registered  trademark  of, and used under
license  from,  Monsanto  Company".  DPA  further  agrees to submit to  MONSANTO
representative   samples  of   labels,   packaging,   containers,   advertising,
promotional materials and other materials to which the RR Trademark is applied.

     5. DPA acknowledges  MONSANTO'S exclusive ownership of all right, title and
interest  in and to  the  RR  Trademark  and  agrees  that  DPA's  use of the RR
Trademark  shall inure to the benefit of  MONSANTO.  DPA further  agrees that it
will in no way  dispute,  impugn or attack the  validity of said RR Trademark or
MONSANTO'S rights thereto.

     6. DPA agrees not to engage in conduct or take action  which will result in
a diminution in value to the RR Trademark,  including, without limitation, using
the RR Trademark in close  proximity to another  brand of which  Monsanto is not
the owner,  using the RR  Trademark  as a noun,  generic term for any product or
service, or in a manner other than as an uninflected adjective,  failing to give
express  attribution  to MONSANTO as provided in paragraph 4, or failing to give
proper notice of the registered  status of the RR Trademark.  Failure to observe
any of the foregoing shall be considered misuse of the RR Trademark.

     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. All capitalized terms used herein but not defined herein shall
have the meanings set forth in the LICENSE AGREEMENT.

     7. If at any time,  DPA should use the RR Trademark  for Goods not produced
in  accordance  with the terms of the LICENSE  AGREEMENT,  or if at any time DPA
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 MONSANTO to that effect.  Provided,  however, that DPA shall
have  ninety  (90) days from the  receipt  of such  notice to cure any breach or
default.

     8. DPA agrees to notify MONSANTO  promptly of any apparent  infringement of
the RR Trademark.  MONSANTO will take such action regarding such infringement as
it deems, in its sole discretion,  to be necessary or desirable,  and DPA agrees
to cooperate therein.

     9. MONSANTO  agrees to indemnify and hold DPA harmless from and against all
claims,   suits,  damages  and  costs  arising  out  of  a  claim  of  trademark
infringement  on account of DPA's use of the RR  Trademark.  Provided,  however,
that DPA  shall  promptly  notify  MONSANTO  of such  claim  or suit  and  shall
reasonably cooperate with MONSANTO in the defense thereof.

     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.

                                         MONSANTO COMPANY
 WITNESS
                                         By
                                            --------------------------------

                                         Title
------------------------------------           -----------------------------


                                         DELTAPINE AUSTRALIA PTY. LIMITED

WITNESS
                                         By
                                            --------------------------------

                                         Title
------------------------------------           -----------------------------


<PAGE>


                                   APPENDIX B

                   ROUNDUP READY(R) QUALITY ASSURANCE CRITERIA

All  multiplications  of  LICENSED  COMMERCIAL  SEED  must meet  genetic  purity
standards  and comply with all  applicable  seed laws of THE  TERRITORY  and its
states.  Breeder  seed lots will be sampled and tested for  verification  of the
presence of the  intended  event(s) and the absence of  unintended  events using
MONSANTO  approved assays,  laboratories,  and tolerances.  The term "unintended
event" shall mean DNA molecules,  vectors, or constructs (or replicates thereof)
not naturally occurring in cotton and not intended to be present in the variety.

Current standards are:

(a)  At least 98% of the seed in a lot of COTTON  PLANTING SEED will contain the
     commercially  approved  gene(s) of interest using a 95%  confidence  level.
     Every  seed lot  (one  seed  lot  shall  not  exceed  twenty-five  thousand
     kilograms  (25,000  kg) of seed) of  LICENSED  COMMERCIAL  SEED must have a
     representative  sample of at least  one  kilogram  (1 kg) taken and  stored
     using the  procedures  of  Appendix  C, and the  presence  of the  MONSANTO
     ROUNDUP  READY(R)GENE  verified.  Verification  shall  be  conducted  by an
     independent  seed testing  laboratory or DPA's  laboratory if prior written
     approval of the laboratory and its standards is obtained from MONSANTO. All
     testing shall be conducted using procedures supplied or approved in writing
     by MONSANTO. MONSANTO reserves the right to do DNA verification on any lot,
     including the retained samples.

(b)  Adventitious  amounts of  commercially  approved,  unintended  gene(s)  are
     allowed  in COTTON  PLANTING  SEED.  It is DPA's  responsibility  to define
     acceptable  adventitious  amounts  based on  knowledge  of the industry and
     compliance with applicable laws.  "Commercially approved" means accepted by
     all applicable  governmental  agencies for unrestricted  sale. The MONSANTO
     insect-resistant   cotton  line   denominated   531  is  an  example  of  a
     commercially approved cotton line.

(c)  Seed  lots  for  each  DPA  ROUNDUP  READY(R)CULTIVAR  will be  tested  for
     non-approved   genes  at  a  0.1%  threshold  at  a  95%  confidence  level
     immediately   prior  to  its  first   release   to  any  third   party  for
     multiplication  to produce COTTON  PLANTING SEED.  History and knowledge of
     the presence of potential  non-approved genes in DPA's research program and
     in DPA's seed  production  fields will determine which seed lots are tested
     and for which  traits.  The testing  program and  breeding  history will be
     documented by DPA. Any seed lot testing  positive for a  non-approved  gene
     will not be sold or  otherwise  transferred  for  commercial  purposes  and
     MONSANTO  will be  notified  in  writing  whenever a  non-approved  gene is
     detected.  "Non-approved" means not accepted by all applicable governmental
     agencies for unrestricted sale.

To ensure purity,  all production  fields for LICENSED  COMMERCIAL  SEED must be
treated  with a  MONSANTO-branded  GLYPHOSATE  registered  for use over  Roundup
Ready(R)  cotton  at the  maximum  label  rate  in a  single  application.  This
application  must be made  between the 1- and 4-leaf stage of  development.  Two
applications may be made, but the latest application must be made between the 1-
and 4-leaf stage of development. The brand of ROUNDUP(R) HERBICIDE shall be that
specified by MONSANTO from time to time.

A  representative  sample  of  at  least  thirty-three  percent  (33%)  of  seed
production fields for LICENSED COMMERCIAL SEED must be inspected approximately 5
to 14 days after the first spraying with  ROUNDUP(R)  HERBICIDE to determine the
percent of the LICENSED  COMMERCIAL  SEED  exhibiting  tolerance  to  ROUNDUP(R)
HERBICIDE.  At least one field  inspection must be conducted for each variety of
LICENSED COMMERCIAL SEED under production. A random check shall be made (one per
10 acres for fields less than 100 acres,  otherwise one per 20 acres).  At least
100 plants shall be examined per check and the average reported. At least 98% of
the  plants in the field  must  exhibit  complete  tolerance  to the  ROUNDUP(R)
HERBICIDE  treatment  using  the  method  specified  by  MONSANTO  and the brand
specified by MONSANTO by  exhibiting  no vegetative  injury  symptoms.  MONSANTO
shall have access, upon request, to all field inspection information.

All costs  associated  with the quality program shall be borne by DPA. DPA shall
maintain all testing records for each lot of LICENSED  COMMERCIAL SEED for three
(3)  years  after  sale of such  LICENSED  COMMERCIAL  SEED.  All test  results,
inspection records and other quality assurance or quality control  documentation
shall be available to MONSANTO  upon request and MONSANTO  shall have a right to
audit DPA's quality  control  program and to take and test  subsamples  from the
samples retained by DPA.


<PAGE>


                                   APPENDIX C

             PROCEDURE FOR ARCHIVING/STORAGE OF SAMPLES OF SEED LOTS

     1.1(a) Purpose.

     The  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  pertinent  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  MONSANTO'S  and DPA'S legal  rights
and/or obligations under the License Agreement.

     1.1(b) Responsibility.

          (1) DPA'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 at least 1
     kilogram.

          (2) These  samples  will be labeled with lot number,  variety,  class,
     year grown,  date, and number of bags 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 where relative
     humidity and temperature do not exceed 100.

          (4) Access to these  samples  will be  restricted  to  authorized  DPA
     personnel, and will be kept under lock and key.

          (5) In order to safeguard samples from natural and other disasters,  a
     portion  (approximately  0.5 kilogram) of every file sample will be kept at
     another DPA 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  commenced  which involve the
     specific  lot,  the  sample  will be  retained  until a matter  is  finally
     concluded.



<PAGE>


                                   APPENDIX D

                      COMMERCIAL HERBICIDE TOLERANCE TRIALS

Purpose:  Determine the tolerance of candidate DPA ROUNDUP  READY(R)CULTIVARS to
applications of ROUNDUP(R)HERBICIDE .

Treatments:       1.       Candidate RR cotton line not sprayed with GLYPHOSATE

                  2.       Candidate   RR  cotton  line   sprayed  with  Roundup
                           Ready(R)  Herbicide at 1.5kg / ha at three  different
                           timings (or such other brand and application  rate of
                           ROUNDUP(R)  HERBICIDE  as MONSANTO  may specify  from
                           time to time):
o    Topical  application  at the 4 leaf  stage  (before  the 5th  true  leaf is
     unfolded)
o    Post  Directed ten days after the 4 leaf  application  (direct spray at the
     base of the plants minimizing foliar contact)
o    Post Directed twenty days after the 4 leaf application (direct spray at the
     base of the plants minimizing foliar contact)

Design:

o    Randomized  complete  block  design.  Plots are to be a minimum of four (4)
     rows wide by ten (10) metres long by four (4) replications.  Spray all four
     (4) rows of each treatment and harvest the centre two (2) row.
o    Plots are to be weed free. Use appropriate commercial herbicide program and
     super-impose the Roundup treatments over this program.
o    Due to seed size  variability,  planter  settings  must be adjusted  and/or
     early season stand thinning must be accomplished to provide a uniform plant
     population among all lines.
o    Use appropriate  agronomic  practices to maximize yield. o A minimum of six
     (6) locations per year for two years must be completed.

Data requirements:

Yield and end-of-season  plant map data must be collected and meet the following
criterion:
         Lint yield averaged across locations for the sprayed  treatment must be
at least 98% of the unsprayed at the 95% confidence level.

DPA shall submit to MONSANTO  summary  results which show whether each candidate
variety  met the  above  criterion  under  the  specified  test  parameters.  In
addition,  DPA shall  certify  in  writing  to  MONSANTO  that each DPA  ROUNDUP
READY(R) CULTIVAR has been tested under these conditions and met the above yield
criterion  two (2)  consecutive  years  before  unrestricted  sales can be made.
Commercial seed production and commercial agronomic testing can be started after
a candidate  variety  has been tested for one year and met the above  criterion.
Commercial  agronomic  testing may not exceed  one-half of one percent (0.5%) of
the expected market area for the variety.  Summary results and the certification
shall be submitted to Monsanto Australia by June 1 preceding the season in which
DPA proposes to sell the variety. MONSANTO shall respond in writing by July 1 of
that year as to whether the results show whether each candidate  variety met the
above yield criterion and that it may be sold.


<PAGE>


                                   APPENDIX E
               AGRONOMIC CRITERIA TRIALS - ROUNDUP READY(R) COTTON

It is  the  responsibility  of DPA  to  determine  which  DPA  ROUNDUP  READY(R)
CULTIVARS  should be  candidates  for  release  for  COMMERCIAL  SALE.  Prior to
commercial  release,  DPA will provide  written notice to MONSANTO that (a) each
new variety has been tested using commercial,  standard  applications of ROUNDUP
HERBICIDE and (b) DPA  reasonably  believes,  based on testing  performed in its
product  development  program  and in its  exercise of  commercially  reasonable
business  judgment,   that  such  new  variety  is  agronomically  suitable  for
commercial release.



<PAGE>

<TABLE>
<CAPTION>

                                  EXHIBIT 21.01

                           SUBSIDIARIES OF REGISTRANT

                                    SUBSIDIARY                                              PLACE OF INCORPORATION
----------------------------------------------------------------------------------- ---------------------------------------

<S>                                                                                                  <C>
ATLED CORPORATION                                                                                    USA

D&M INTERNATIONAL, LLC                                                                               USA

D&M PARTNERS                                                                                         USA

D&PL ARGENTINA, INC.                                                                                 USA

D&PL CHINA, INC.                                                                                     USA

D&PL CHINA PTE, LTD.                                                                              SINGAPORE

D&PL INVESTING CORP.                                                                                 USA

D&PL INVESTMENTS, INC.                                                                               USA

D&PL MEXICO, INC.                                                                                    USA

DELTAPINE PARAGUAY, INC.                                                                             USA

D&PL SOUTH AFRICA, INC.                                                                              USA

D&PL INTERNATIONAL TECHNOLOGY CORP.                                                                  USA

DELTA AND PINE LAND INTERNATIONAL, LTD.                                                         VIRGIN ISLANDS

DELTA PINE DE MEXICO, S.A. de C.V.                                                                  MEXICO

DELTAPINE AUSTRALIA PTY. LIMITED                                                                  AUSTRALIA

GREENFIELD SEED COMPANY                                                                              USA

HEBEI JI DAI COTTONSEED TECHNOLOGY COMPANY, LTD.                                                    CHINA

PAYMASTER TECHNOLOGY CORP.                                                                           USA

TURK DELTAPINE, INC.                                                                                 USA

SURE GROW SEED, INC.                                                                                 USA

ELLIS BROTHERS SEED, INC.                                                                            USA

ARIZONA PROCESSING, INC.                                                                             USA

MISSISSIPPI SEED, INC.                                                                               USA

D&PL Semillas LTD.                                                                                Costa Rica

CDM MandIyu S.R.L.                                                                                Argentina

Delta and  Pine Land Hellas Monoprosopi, e.P.E.                                                     Greece

D&PL BraSil, Ltda.                                                                                  Brazil

Anhui An Dai Cottonseed Technology Company, Ltd.                                                    China

D&PL Technology Holding Corp.                                                                        USA

D&M  Brasil algodao, Ltda                                                                           Brazil

MDM Maeda DeltaPine Monsanto Algodao Ltda.                                                          Brazil
</TABLE>





<PAGE>




                                                                   EXHIBIT 23.01

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation of our
report,  dated October 26, 2001, included in this Form 10-K, into Delta and Pine
Land's previously filed Registration Statement File No. 333-21049 and into Delta
and Pine  Land's  Registration  Statement  on Form S-8 filed on the same date as
this Form 10-K.

Arthur Andersen LLP

Memphis, Tennessee,
November 29, 2001.


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