:99190374-1
 :99190374-1
         AMENDMENT TO BOLLGARD GENE LICENSE AND SEED SERVICES AGREEMENT
                               OF FEBRUARY 2, 1996



D&M Partners,  a Delaware general  partnership , Delta and Pine Land Company,  a
Delaware  corporation,  and Monsanto Company, a Delaware corporation are parties
to a  certain  Bollgard(TM)  Gene  License  and Seed  Services  Agreement  dated
February 2, 1996, as amended December 8, 1999, and January 2, 2000  (hereinafter
referred to as the "Agreement").

All capitalized  terms, not otherwise defined in this Amendment,  shall have the
meanings defined in the Agreement.

The parties agree to amend the Agreement as follows:

1. Delete Section 2.1.1 in its entirety and substitute the following new Section
2.1.1:

          "2.1.1 The term "AGRONOMIC CRITERIA" means those certain standards for
          the agronomic and fiber  characteristics of cotton plants set forth in
          Exhibit G, which may be reasonably amended from time to time by mutual
          written  agreement  of MONSANTO and D&PL,  provided  that in the event
          that  either  MONSANTO  or D&PL  gives  written  notice of a  proposed
          modification to the AGRONOMIC CRITERIA, the parties shall negotiate in
          good  faith  concerning  the  proposed   modification  and  shall  not
          unreasonably  withhold agreement to the proposed  modification.  In no
          instance  will  MONSANTO  impose  any  higher  standard  for  LICENSED
          COMMERCIAL  SEED than that required by MONSANTO for seed sold by other
          licensees  or by MONSANTO or any of its  SUBSIDIARIES  containing  the
          same GENE(S)."

2. Delete Section 2.1.8 in its entirety and substitute the following new Section
2.1.8:

          "2.1.8 The term "COMMERCIAL  INSECT  RESISTANCE" means the property of
          cotton plants not to sustain economic  significant damage as evidenced
          by meeting GENE EQUIVALENCY."

3. Delete  Section  2.1.17 in its  entirety and  substitute  the  following  new
Section 2.1.17:

          "2.1.17 The term "D&PL" means Delta and Pine Land  Company,  a company
          incorporated  in the State of Delaware,  having  offices at One Cotton
          Row,  Scott,  Mississippi  38772,  and any of its divisions and wholly
          owned SUBSIDIARIES."

4. Delete  Section  2.1.55 in its  entirety and  substitute  the  following  new
Section 2.1.55:

          "2.1.55 The term "Subsidiary" or "SUBSIDIARIES" mean any company(ies),
          or other legal entities, in which more than fifty percent (50%) of the
          voting  stock (or other  forms of equity  ownership  with the power to
          nominate more than half of the  directors,  or the power  otherwise to
          determine the policy of a company or  organization) of which is owned,
          directly or indirectly, by a party hereto."

5. Insert new Section 2.1.61 as follows:

          "2.1.61  The term "GENE  EQUIVALENCY"  means the  minimum  standard of
          performance  for B.t. TOXIN protein  expression set forth in Exhibit F
          as  measured  by the test  protocols  set  forth in  Exhibit  F.  GENE
          EQUIVALENCY may be reasonably amended from time to time by MONSANTO by
          notice to D&PL,  provided that any amendments to GENE  EQUIVALENCY may
          not  discriminate  in any way  against  seed  containing  NON-MONSANTO
          COTTON  GENE(S).  For example,  MONSANTO shall not apply any different
          performance   standards   or  test   protocols   to  seed   containing
          NON-MONSANTO  COTTON GENE(S).  In no instance will MONSANTO impose any
          higher  standard for LICENSED  COMMERCIAL  SEED than that  required by
          MONSANTO for seed sold by other licensees or by MONSANTO or any of its
          SUBSIDIARIES containing the same GENE(S)."

6. Delete  Section 4.1 in its entirety and  substitute the following new Section
4.1:

          "4.1 DEVELOPMENT PLAN:
           -------------------------

          (a) MONSANTO shall cooperate with D&PL in the  development  activities
          outlined in the DEVELOPMENT PLAN.

          (b) D&PL shall not offer for COMMERCIAL SALE or make COMMERCIAL  SALES
          of LICENSED COMMERCIAL SEED of any particular  DELTAPINE B.t. CULTIVAR
          unless  D&PL  has  complied  with  the  requirements  as set  forth in
          Exhibits F, G, and H, and MONSANTO has approved such COMMERCIAL  SALES
          in  writing.  Subject  to  Section  4.3(d),  MONSANTO's  approval  for
          COMMERCIAL SALE of particular DELTAPINE B.t. CULTIVARS may be withheld
          if D&PL does not demonstrate  that those  requirements  have been met,
          but shall not  otherwise  be withheld.  MONSANTO  shall notify D&PL in
          writing of its  decision on approval of a  particular  DELTAPINE  B.t.
          CULTIVAR  within thirty (30) days after D&PL submits a written request
          for approval of that DELTAPINE B. t. CULTIVAR with the supporting data
          for which D&PL is  responsible.  If  MONSANTO  does not notify D&PL in
          writing of its  decision on approval  within such thirty (30)  period,
          MONSANTO  shall be deemed to have approved the subject  DELTAPINE B.t.
          CULTIVAR for COMERCIAL SALE.

          (c) If in MONSANTO's reasonable business judgment, COMMERCIAL SALES of
          a particular  DELTAPINE B.t. CULTIVAR may result in product complaints
          which may cause MONSANTO to be liable for significant  compensation to
          growers due to an identifiable product quality or identifiable product
          performance  issue, and MONSANTO gives such notice of same to D&PL not
          later  than  November  1 of any  year  and  D&PL  makes  sales  in THE
          TERRITORY of LICENSED  COMMERCIAL SEED of such DELTAPINE B.t. CULTIVAR
          in  subsequent  years  without  prior  notice  (given by labels on the
          containers  of  LICENSED  COMMERCIAL  SEED or by other forms of notice
          selected by D&PL and approved by MONSANTO,  whose approval will not be
          unreasonably withheld or delayed) to growers who subsequently purchase
          LICENSED  COMMERCIAL  SEED  of such  DELTAPINE  B.t.  CULTIVAR  of the
          observation  of  the  identifiable  product  quality  or  identifiable
          product  performance  issue  set  forth  in  MONSANTO's  notice,  then
          notwithstanding any other provision of this Agreement,  MONSANTO shall
          have no  liability  to D&PL for any third  party  claims  based on the
          identifiable product quality or identifiable product performance issue
          set forth in  MONSANTO's  notice with  respect to LICENSED  COMMERCIAL
          SEED of that DELTAPINE B.t.  CULTIVAR so sold and D&PL shall indemnify
          and hold  MONSANTO  harmless  from any third party claims based on the
          identifiable product quality or identifiable product performance issue
          set forth in  MONSANTO's  notice with  respect to LICENSED  COMMERCIAL
          SEED of that  DELTAPINE  B.t.  CULTIVAR so sold.  MONSANTO shall apply
          this provision with respect to all notices to licensees of the subject
          GENE(S) in THE TERRITORY,  regarding  identifiable  product quality or
          identifiable  product  performance  issues  in a  substantially  equal
          manner."

7. Delete  Section 11.2 in its entirety and substitute the following new Section
11.2.

          "11.2 D&PL Warranty:  D&PL hereby  warrants and  represents  that D&PL
          shall not sell,  without the written  approval of  MONSANTO,  LICENSED
          COMMERCIAL  SEED of DELTAPINE  B.t.  CULTIVARS  that fails to meet the
          purity  standard  for the  respective  GENE as set forth in Exhibit H.
          D&PL shall keep lot samples of all  LICENSED  COMMERCIAL  SEED sold by
          D&PL  following  the  protocol and for the period of time set forth in
          Exhibit I."

8. In Section 13.2, substitute the term "Exhibit H" for the term "Section 3.2 of
the DEVELOPMENT PLAN."

9. In Section  15.13,  substitute the name of Mr. W. Randy Deaton in the address
for notices to MONSANTO.

10.  Amend the  DEVELOPMENT  PLAN,  attached to the  Agreement  as Exhibit C, as
follows:

          A. Delete Section 2.3(c) of the  DEVELOPMENT  PLAN in its entirety and
          substitute new Section 2.3(c) as follows:

          "Specific Activities:

          Prior to release of a cultivar  developed  as provided in Sections 2.1
          and 2.2 for  COMMERCIAL  SALE,  such  cultivar  shall be  evaluated by
          MONSANTO for  COMMERCIAL  LEPIDOPTERAN  RESISTANCE and by D&PL for its
          agronomic  and  commercial  performance  according  to  procedures  of
          Exhibits F and G respectively. D&PL shall provide seed to MONSANTO for
          the purpose of conducting the evaluations described in Exhibit F.

          MONSANTO  reserves  the right not to approve for  COMMERCIAL  SALE any
          DELTAPINE B.t. cultivar if it does not meet the standards set forth in
          Exhibits F and G."

          B.  Delete  Section  3 of the  DEVELOPMENT  PLAN in its  entirety  and
          substitute new Section 3 as follows:

          "Quality Assurance Criteria

          D&PL is responsible for purity of LICENSED  COMMERCIAL SEED. D&PL will
          not make  COMMERCIAL  SALES of  LICENSED  COMMERCIAL  Seed  containing
          LEPIDOPTERAN-ACTIVE  GENES  unless  such seed has been  developed  and
          multiplied  under the standards and  procedures set forth in Exhibit H
          and samples of seed of LICENSED  COMMERCIAL  SEED have been maintained
          according to the provisions of Exhibit I."

11. Add New Exhibits F, G, H, and I which are attached hereto.

12.  In  Section  4.2  and in the  Development  Plan,  Section  1.4,  substitute
"December 31" for "October 31."

All other terms and conditions of the Agreement remain the same.


D&M PARTNERS                                DELTA AND PINE LAND COMPANY

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

Title  Alternate Agent                      Title  V.P. Finance & Treasurer
       ---------------                             ------------------------

Date  3/21/03                                        Date  3/21/03
      -------                                              -------

MONSANTO COMPANY


By  /s/ W. Randy Deaton
    -------------------
Title Cotton Strategy Lead

Date  26 March 2003


<PAGE>




                                    EXHIBIT H

                     BOLLGARD(R) QUALITY ASSURANCE CRITERIA

All  multiplications  of LICENSED  COMMERCIAL  SEED must meet the genetic purity
standards set forth in this Exhibit H and comply with all  applicable  seed laws
of THE TERRITORY.  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 according to the bag label. Current standards are:

          (a) At least 98% of the seed in a lot of commercial  seed will contain
          GENE intended to be there. For clarity, LICENSED COMMERCIAL SEED which
          is  intended  to  contain  more  than one GENE may only be sold if the
          testing  indicates that each GENE is present in 98% of the seed. Every
          seed lot (one  seed  lot  shall  not  exceed  2,000  UNITS of seed) of
          LICENSED COMMERCIAL SEED must have a sample taken and stored using the
          procedures   of  Exhibit  I,  and  the   presence   of  the   MONSANTO
          LEPIDOPTERAN-ACTIVE GENE verified.  Verification shall be conducted by
          an independent seed testing laboratory  approved by MONSANTO or D&PL's
          testing  laboratory.  All testing shall be conducted using  procedures
          supplied or approved by  MONSANTO in writing.  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 in THE TERRITORY.

          (c) Breeder or pre-breeder  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 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.  If the non-approved  gene is a  MONSANTO-produced  gene, the
          identity of the gene and event will be  included in the  notification.
          "Non-approved"  means  not  accepted  by all  applicable  governmental
          agencies for unrestricted sale in THE TERRITORY.


All cost associated  with the quality  program shall be borne by D&PL.  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 Exhibit I and how they are not in
compliance.  D&PL shall  maintain  all testing  records for each lot of LICENSED
COMMERCIAL SEED for three years after sale of such LICENSED COMMERCIAL SEED. All
test results,  inspection records and other quality assurance or quality control
documentation shall be reasonably available upon request to the third party thus
appointed  by  MONSANTO.  The  auditor  shall  have a  right  to take  and  test
subsamples from the samples retained by D&PL.



<PAGE>



                                    EXHIBIT I
       PROCEDURE FOR ARCHIVING/STORAGE OF SAMPLES OF SEED LOTS - BOLLGARD

          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 applicable legal  requirements,  for the development of historical
data, and for confirmation and evaluation in the event of customer inquiries and
legal  claims  and  to  confirm   MONSANTO'S  and  D&PL'S  legal  rights  and/or
obligations under the License Agreement.

          1.1(b) Responsibility.

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

(2) These samples will be labeled with lot number,  variety,  class, year grown,
date, and number of 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 so that seed quality is
reasonably preserved for testing purposes.

(4) Access to these samples will be restricted to authorized D&PL personnel, 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  retained  sample  will be kept in another
location.

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


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 Exhibit I and how
they are not in compliance.

..

<PAGE>



                                    EXHIBIT F

                      Bollgard(R) Gene Equivalency Protocol


Primary Purpose: To ensure that DELTAPINE B.t. CULTIVARS meet a minimum standard
of performance for B.t. TOXIN protein expression prior to any COMMERCIAL SALE of
such cultivars in THE TERRITORY.

MONSANTO  will collect  seed from D&PL and conduct  protein  expression  studies
across  diverse  environments  to  evaluate  the  expression  of B.t.  TOXIN  in
candidate varieties.  D&PL will notify MONSANTO in writing of all DELTAPINE B.t.
CULTIVAR entries for inclusion in Bollgard Gene Equivalency trials. Seed will be
delivered to the  appropriate  MONSANTO  contact by April 25. Five (5) pounds of
each candidate variety shall be supplied unless a reduced amount is agreed to by
MONSANTO due to limited supply.

Candidate varieties will be evaluated on the following standard:

          (a)  Combined  site data.  A variety  will be  considered  essentially
          equivalent  to the  control  if the mean toxin  activity  in the plant
          part(s)  analyzed does not fall below 10 mg/g dry wgt (or, if it does,
          it may  not be  statistically  different  (95%  confidence)  from  the
          minimum standard variety (Coker 312/531) for more than two consecutive
          sampling times).

          (b)  Individual  site  data.  Within  each  site,  for each plant part
          analyzed,  the mean seasonal toxin activity may not fall below 10 mg/g
          dry wgt.  (or if it does,  it may not  differ  significantly  from the
          standard variety).

          (c) Standards for SUBSEQUENT MONSANTO  LEPIDOPTERAN-ACTIVE  GENES will
          be established and communicated at the appropriate time.

The cost for  inclusion in these trials is $3,000 per entry per year.  D&PL will
make  payment to MONSANTO  before  December 31 of the year of the trials for all
entries in the trials.

Each  DELTAPINE  B.t.  CULTIVAR  containing  the GENE  must be  tested  for GENE
EQUIVALENCY  for one  (1)  year.  Each  DELTAPINE  B.t.  CULTIVAR  containing  a
SUBSEQUENT   MONSANTO   LEPIDOPTERAN-ACTIVE   GENES  must  be  tested  for  GENE
EQUIVALENCY in each of two (2) years.

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 is writing, which shall not be unreasonably  withheld.  Commercial
agronomic  testing in that  second year shall not exceed  whichever  is smaller:
10,000 acres or one-half percent of the expected market area.



<PAGE>


                                    EXHIBIT G

                 AGRONOMIC CRITERIA TRIALS - BOLLGARD(R) COTTON

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