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                                                                   EXHIBIT 10.30


                                SUPPLY AGREEMENT

THIS AGREEMENT is made as of the 14th day of June, 2002 (the "Effective Date"),
by and between BAYER CORPORATION, an Indiana corporation, with a place of
business at 8400 Hawthorn Road, Kansas City, Missouri (hereinafter called
"SELLER") and UNITED INDUSTRIES CORPORATION, a Delaware corporation, with its
principal place of business at 8825 Page Boulevard, St. Louis, Missouri 63114
(hereinafter called "BUYER").

                                    RECITALS:

WHEREAS, SELLER possesses or (subject to this Agreement) will possess the
registration and rights to the Active Ingredients, Source Materials and the
Formulated Products (other than Developed Formulated Products), as defined
below;

WHEREAS, SELLER has agreed to provide certain regulatory services with respect
to Existing Registrations and New Registrations, each as hereinafter defined;

WHEREAS, SELLER has agreed to appoint BUYER as a supplemental distributor for
the Formulated Products subject to the terms in this Agreement;

WHEREAS, SELLER and BUYER have entered or will enter into the Processor
Agreement, as defined below, whereby BUYER, as the Processor under such
Agreement, will formulate certain of the Formulated Products for SELLER for
subsequent purchase by BUYER under this Agreement; and

WHEREAS, SELLER and the Third Party Processor, as defined below, have entered or
will enter into the Third Party Special Processor Agreement, as defined below,
whereby the Third Party Processor will formulate certain of the Formulated
Products for SELLER for subsequent purchase by BUYER under this Agreement; and

WHEREAS, SELLER wishes to sell, or cause to be sold, and BUYER wishes to buy,
the Formulated Products and the Source Materials for use and sale in or as home,
lawn or garden consumer end-use products ("Products") to be distributed to or
sold through consumer-oriented retail channels within the United States and
Puerto Rico (hereinafter called "Territory") on the time schedule for
Development Supply and Market Supply, each as hereinafter defined, as set forth
on Exhibit A hereto.

NOW, THEREFORE, in consideration of these premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, IT IS HEREBY AGREED as follows:

1. DEFINITIONS

     For the purposes of this Agreement, the expressions set out below shall be
construed as follows:


                                           Confidential information redacted and
                                           filed separately with the Commission.
OMITTED PORTIONS
INDICATED BY [* *].

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     1.1.   "Active Ingredients": (i) Imidacloprid, (ii) Cylathrin, (iii)
            Trichlorfon, (iv) [* *] and (v) [* *]; provided that [* *]
            and [* *] shall not be Active Ingredients subject to the terms of
            this Agreement until the Seller Rights Date for such molecule or
            compound occurs. Once BUYER develops a Product based on an Active
            Ingredient in accordance with the terms of this Agreement, SELLER
            shall be obligated to provide the relevant Source Material to BUYER
            with respect to such Active Ingredient.

     1.2.   "BUYER-Tolled Formulated Products": Initially the Formulated
            Products set forth on Exhibit B (with the specifications set forth
            on Exhibit B-1, as such may change from time to time) and thereafter
            any Third Party Tolled Formulated Products or Developed Formulated
            Products that BUYER requests from time-to-time to be BUYER-Tolled
            Formulated Products and for which SELLER determines under SELLER'S
            applicable guidelines that BUYER qualifies as a processor.

     1.3.   "Calendar Quarter": Each of March 15th, June 15th, September 15th,
            and December 15th.

     1.4.   "Contract Year": A calendar year; provided that the initial Contract
            Year shall be from the Effective Date of this Agreement to December
            31, 2003.

     1.5.   "Developed Formulated Products": Products either developed or
            formulated by BUYER for which BUYER is appointed as a supplemental
            distributor.

     1.6.   "Developmental Supply": The supply of Source Materials and/or
            Formulated Products in reasonable quantities ordered by BUYER solely
            for purposes of developing and testing Products.

     1.7.   "Existing Registrations": Registrations of SELLER as of the
            Effective Date for Formulated Products.

     1.8.   "Firm Purchase Order": A purchase order issued by BUYER to SELLER,
            to the address set forth on Exhibit E hereto, for delivery of
            Formulated Products and/or Source Materials in BUYER's standard
            form; provided that with the exception of delivery dates and
            quantities between the parties, any terms and conditions contained
            in, set forth on the face or on the reverse side of any of the
            aforementioned forms shall be deemed null and void and of no force
            or effect to the extent they are different from or in addition to
            the terms and conditions of this Agreement.

     1.9.   "Formulated Products": (i) the BUYER-Tolled Formulated Products (ii)
            the Third Party-Tolled Formulated Products, (iii) the Trichlorfon
            Formulated Product and (iv) any Developed Formulated Products.

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     1.10.  "Highly Confidential Information": means the processor manuals,
            product formula cards, raw materials specification sheets, product
            specification sheets, and any manufacturing, formulating, packaging,
            sampling procedures, processes or information provided by either
            party to the other relating to the Products.

     1.11.  "Market Supply": The supply of Source Materials and/or Formulated
            Products in quantities ordered by BUYER pursuant to a Firm Purchase
            Order for purposes of processing, distributing, marketing or sale of
            Products.

     1.12.  "Maximum Rebate": has the meaning given to such term in Exhibit F-1.

     1.13.  "New Registrations": Registrations made by or at the request of
            BUYER, as provided in Section 5 of this Agreement, for which BUYER
            shall be appointed a supplemental distributor.

     1.14.  "Processor Agreement": The Special Processor Agreement between
            SELLER and BUYER whereby BUYER, as the Processor, will formulate and
            package the BUYER-Tolled Formulated Products for SELLER.

     1.15.  "Rebate": has the meaning given to such term in Exhibit F-1.

     1.16.  "Seller Group": SELLER and/or its U.S. direct or indirect
            subsidiaries or U.S. parent companies.

     1.17.  "Seller Rights Date": The date on which any member of the Seller
            Group obtains the right to sell a compound or molecule to BUYER for
            use as contemplated by this Agreement.

     1.18.  "Source Materials" means the formulations of Active Ingredients sold
            by SELLER to BUYER for use in Products, in the then-existing
            concentrations, formulations or combinations requested by BUYER.
            These shall initially be Imidachloprid 2 Concentrate, Merit 75C,
            Cyfluthrin Technical, and Imidachloprid Gel.

     1.19.  "Third Party-Tolled Formulated Products": The formulated products
            set forth on Exhibit C (with the specification set forth on Exhibit
            C-1 as such may change from time to time) and any (i) BUYER-Tolled
            Formulated Products or (ii) Developed Formulated Products that BUYER
            requests from time-to-time to be Third Party-Tolled Formulated
            Products.

     1.20.  "Third Party Processor": The third party toll formulators mutually
            acceptable to SELLER and BUYER, who will formulate and package the
            Third Party-Tolled Formulated Products pursuant to a Third Party
            Special Processor Agreement with SELLER.

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     1.21.  "Third Party Special Processor Agreement": The Third Party Special
            Processor Agreement by and between SELLER and Third Party Processor
            whereby the Third Party Processor will formulate and package the
            Third Party-Tolled Formulated Products for SELLER.

     1.22.  "Trichlorfon Formulated Product": The formulated product set forth
            on Exhibit D (with the specification set forth on Exhibit D-1 as
            such may change from time to time).

     1.23.  "Trichlorfon Formulated Product Toll Manufacturer": The toll
            manufacturer designated by SELLER to formulate the Trichlorfon
            Formulated Product.

2. TERM AND TERMINATION

     2.1.   The initial term of this Agreement shall commence on the Effective
            Date and continue until October 31, 2009 (the "Initial Term");
            provided that the term of this Agreement shall be automatically
            renewed on October 31, 2009 and each October 31st thereafter for
            successive twelve (12) month terms unless either party provides
            written notice to the CEO and General Counsel of the other party no
            later than ten (10) months prior to the end of the then-existing
            term stating that this Agreement shall terminate effective as of the
            end of the then-existing term. However, if (i) SELLER has used
            commercially reasonable efforts to maintain the applicable
            registrations for the Active Ingredients, Source Materials or
            Formulated Products, and (ii) SELLER is required to cancel
            registrations for an Active Ingredient, Source Material or
            Formulated Product by the applicable regulatory authority, then
            SELLER shall have the right at any time during the Initial Term or
            any renewal term to remove the Active Ingredient, Source Material,
            or Formulated Product, the registration of which has been cancelled
            from the Agreement, on twelve (12) months written notice; provided
            that SELLER's obligation to continue to supply such Active
            Ingredient, Source Material or Formulated Product during such twelve
            (12) month period is subject to availability and regulatory
            approval.

     2.2.   Notwithstanding the foregoing, either party may terminate the Market
            Supply of any particular Source Material or Formulated Product under
            this Agreement (and all Firm Purchase Orders issued hereunder)
            immediately with respect to a particular Source Material or
            Formulated Product in the event a final, enforceable decision is
            rendered by any governmental authority having jurisdiction
            preventing or restricting the continued manufacture or sale of such
            Market Supply of the Source Material or Formulated Product, if
            SELLER has used commercially reasonable efforts to convince the
            governmental authority not to render such a decision with respect to
            Active Ingredients or Source Materials used in Formulated Products.

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     2.3.   If BUYER uses an Active Ingredient or Source Material, or sells or
            distributes a Formulated Product, other than as described in Section
            3.1 or 5.1, SELLER may (i) immediately cease supplying such Active
            Ingredient, Source Material or Formulated Product to BUYER until
            BUYER terminates such unauthorized use, distribution or sale and
            (ii) the cost for the Source Material included in the Products sold
            in violation of this Agreement shall be recalculated using a price
            equal to [* *] of the then current price
            of the affected Source Material.

     2.4.   Except as otherwise provided in Article 11 of this Agreement, (i) if
            either party hereto shall fail to perform or fulfill, at the time or
            in the manner herein provided, any material obligation or condition
            required to be performed or fulfilled by such party hereunder, and
            if such party fails to remedy any such default, within twenty (20)
            days after written notice specifically describing such default and
            referencing this Section 2.4 has been given to it by the other
            party, or (ii) in the event of repeated defaults of any material
            obligation or condition (whether or not cured) during the course of
            a single Contract Year, then in either event, such other party
            thereafter shall have the right to terminate this Agreement. Nothing
            contained in this Section 2.4 shall be construed to exclude any
            other remedy for legal or equitable relief otherwise provided by
            law.

     2.5.   In the event that, prior to the third anniversary of the Effective
            Date of this Agreement, BUYER (i) terminates the In-Store Service
            Agreement, dated as of the date hereof, between the BUYER and the
            SELLER, pursuant to Section 9(b) thereof, and (ii) BUYER or BUYER's
            "Designee" (as such term is used in Section 2 of the Exchange
            Agreement, dated as of the date hereof, between BUYER and SELLER
            (the "Exchange Agreement")), delivers to SELLER a Repurchase Notice
            (as defined in the Exchange Agreement) to repurchase the Shares (as
            defined in the Exchange Agreement) issued by BUYER to SELLER
            pursuant to the terms of the Exchange Agreement, then SELLER shall
            have the right to terminate this Agreement upon thirty (30) days
            prior written notice.

     2.6.   Upon any termination of this Agreement, (i) subject to applicable
            law or orders, BUYER shall be allowed to continue to process its
            inventories of Source Materials and sell or otherwise lawfully
            dispose of its inventories of the Products and Formulated Products
            existing on the effective date of termination, until its inventories
            are exhausted and (ii) SELLER shall promptly pay the remaining
            balance of the Maximum Rebate.

     2.7.   Either SELLER by notice in writing to BUYER, or BUYER by notice in
            writing to SELLER, may terminate this Agreement forthwith at any
            time if the party to whom such notice is given goes into
            receivership or liquidation (otherwise than for the purposes of
            amalgamation or reconstruction).

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3. SUPPLY

     3.1.   Subject to the terms and conditions set forth herein, SELLER shall
            supply BUYER with the Active Ingredients, Source Materials and
            Formulated Products for use solely in or as Products (and to develop
            Products) to be distributed or sold in the Territory. SELLER hereby
            appoints BUYER as a supplemental distributor for the Formulated
            Products in the Territory for which SELLER has an Existing
            Registration, except that, with respect to Cylathrin Products (not
            in combination with any other active ingredients), SELLER shall
            provide authorization for BUYER to cite SELLER's data needed for
            BUYER to obtain its own registration.

     3.2.   SELLER shall provide the Developmental Supply of Active Ingredients
            and Market Supply of Source Materials and Formulated Products to
            BUYER commencing on the dates as set forth on Exhibit A, which shall
            be delivered when, where and as set forth in a Firm Purchase Order;
            provided that, if a Firm Purchase Order is for an amount in excess
            of 130% of the amount forecasted for such delivery in the most
            recent Rolling 12 Month Forecast (as defined in Section 3.4 below)
            delivered by BUYER prior to issuing such Firm Purchase Order
            ("Maximum Amount"), then SELLER shall not be obligated to supply
            that portion of the Firm Purchase Order that exceeds the Maximum
            Amount if and to the extent that, after exercising commercially
            reasonable efforts, SELLER is not able to supply such amounts.
            Without limiting the generality of the foregoing, SELLER shall (i)
            supply BUYER and any Third Party Processor with the Source Materials
            necessary for each to process the BUYER-Tolled Formulated Products
            and Third Party Tolled Formulated Products, respectively, in
            accordance with each Firm Purchase Order and (ii) shall not take any
            action that hinders or delays the performance of BUYER or any Third
            Party Processor under the Processor Agreement or Third Party Special
            Processor Agreement, as applicable.

     3.3.   BUYER shall purchase all supplies of Source Materials and Formulated
            Products supplied by SELLER in accordance with the terms of each
            Firm Purchase Order, it being understood that the issuance of a Firm
            Purchase Order creates a binding obligation on BUYER to accept and
            purchase the amounts ordered pursuant thereto. BUYER shall purchase
            its requirements of Source Materials and/or Formulated Products for
            use in or as any Product, the registration for which cites SELLER
            data.

     3.4.   BUYER shall use commercially reasonable efforts to prepare and
            deliver to SELLER by July 31, 2002 a written good faith forecast of
            BUYER's desired Developmental Supply and Market Supply through July
            31, 2003. The forecast shall include a proposed monthly delivery
            schedule for such period for (A) each Source Material, including the
            Source Materials to be delivered by SELLER (i) to BUYER, as
            Processor, under the Processor Agreement for formulation into
            BUYER-Tolled Formulated Products and (ii) to the Third Party
            Processor under

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            the Third Party Processor Agreement for formulation into the Third
            Party-Tolled Formulated Product, and (B) the Trichlorfon Formulated
            Product. SELLER will review such forecast and notify BUYER if it can
            supply the necessary quantity of Source Materials or Formulated
            Products in accordance with the proposed delivery schedule, such
            approval not to be unreasonably withheld or delayed (it being
            understood that SELLER shall approve any forecast reflecting annual
            supply amounts consistent with those BUYER presented to SELLER
            during the negotiation of this Agreement) and is expected prior to
            August 31, 2002. Commencing September 15th and on or about the 15th
            of each Calendar Quarter thereafter during the term of this
            Agreement, BUYER shall provide to SELLER a rolling twelve (12) month
            forecast of Source Materials and Formulated Products BUYER will
            require from SELLER, by month, which shall be solely for SELLER's
            production planning purposes and shall constitute neither an offer
            to purchase the quantities forecasted nor a Firm Purchase Order.

     3.5.   BUYER shall issue a Firm Purchase Order not less that sixty (60)
            days prior to date on which BUYER desires SELLER to provide
            Developmental Supply or Market Supply (as applicable) to it of (A)
            each Active Ingredient or Source Materials, including the Active
            Ingredients or Source Materials to be delivered by SELLER (i) to
            BUYER, as Processor, under the Processor Agreement for formulation
            into BUYER-Tolled Formulated Products and (ii) to the Third Party
            Processor under the Third Party Processor Agreement for formulation
            into the Third Party-Tolled Formulated Product, and (B) the
            Trichlorfon Formulated Product, which Firm Purchase Order shall
            specify quantities of each ordered Source Material or Formulated
            Product and the place and date of delivery, in each case subject to
            the timetable set forth on Exhibit A.

     3.6.   A delivery required by a Firm Purchase Order will be deemed timely
            delivered if SELLER delivers (i) the Trichlorfon Formulated Product,
            or (ii) the appropriate Source Materials to BUYER, including as
            Processor under the Processor Agreement, or to the Third Party
            Processor under the Third Party Processor Agreement, within seven
            (7) days of the delivery date specified in such Firm Purchase Order.
            If SELLER'S delivery is to occur more than three (3) days after the
            scheduled delivery date, then SELLER shall provide notice to BUYER
            immediately upon learning of such delay. Source Materials and
            BUYER-Tolled Formulated Products will be deemed timely delivered if
            SELLER is prepared to so make timely delivery of the appropriate
            Source Materials to BUYER, as Processor, but BUYER is unable for
            whatever reason to accept such delivery. The foregoing in no way
            limits any excuse of performance available to SELLER or BUYER under
            Article 12.

     3.7.   BUYER may request an increase in the quantity set forth on a Firm
            Purchase Order, or a change in the delivery date for any such
            quantities, by delivering such

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            request via facsimile transmission addressed to SELLER at the
            address set forth in Exhibit E. SELLER will review such request and
            notify BUYER within seven (7) business days after receipt of such
            request whether or not SELLER can accommodate the request or, where
            feasible, propose an alternative plan. In addition, during the
            period between the Effective Date and September 30, 2002, SELLER
            will use commercially reasonable efforts to satisfy any and all
            orders for Developmental Supplies when and as made, it being
            understood that BUYER intends to commence its developmental work
            immediately after the Effective Date on Products to be marketed and
            distributed during 2002 and 2003.

4. EXCLUSIVITY

     4.1.   SELLER agrees that during the term of this Agreement, it shall not
            grant a registration for, nor appoint a third party (other than a
            member of the Seller Group) as a supplemental distributor for, or
            otherwise sell to any third party (other than a member of the Seller
            Group) for distribution, marketing and sale (i) an * * consumer
            end-use product in the Territory or (ii) an * * consumer end-use
            product in the Territory. SELLER further agrees that during the term
            of this Agreement it shall not grant a registration for, or appoint
            a third party as a supplemental distributor for, the Trichlorfon
            Formulated Product for a consumer end-use product in the Territory,
            other than the Current Customers or a member of the Seller Group.
            "Current Customers" shall mean any third parties and successors
            thereto, who currently purchase Trichlorfon active ingredients or
            finished products containing Trichlorfon in any market in which
            SELLER sells the same. Nothing in this Section 4.1 shall restrict or
            limit SELLER's right to continue to market and sell Trichlorfon or
            Trichlorfon containing Products to Current Customers at any time in
            the future. Nothing in this Agreement shall in any way limit or
            restrict the rights of the Seller Group to sell, market or promote
            an * * formulated product, a * * formulated product, and a
            Trichlorfon Formulated Product in the Territory or elsewhere, in any
            of the products of the Seller Group.

5. PRODUCT DEVELOPMENT

     5.1.   BUYER may develop Products containing any of the Active Ingredients,
            singly or in combination with other Active Ingredients (but not
            other active ingredients), chemicals, compounds, substances or
            fertilizers. BUYER shall perform its product development
            independently of SELLER. However SELLER shall (a) deliver
            Developmental Supplies of such Active Ingredient in the existing
            concentrations, formulations or combinations as requested by BUYER
            in accordance with Section 3 hereof at no charge to BUYER, (b)
            provide reasonable access during regular business hours to technical
            personnel for technical information and, (c) disclose to BUYER
            material information relating to such Active Ingredient or
            Formulated Product (including, but not limited to, efficacy,
            compatibility, areas of use, toxicology, environmental impact or
            health and safety

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            studies with respect to such Active Ingredient or Formulated
            Product) of which SELLER, its personnel or its affiliates are aware.
            SELLER shall provide authorization for, and BUYER may cite, SELLER's
            data at no charge to BUYER (subject to the other provisions of this
            Agreement).

     5.2.   With respect solely to Products BUYER develops containing Cylathrin
            (other than the * * Products), BUYER will use commercially
            reasonable efforts to differentiate such Products (by outlet,
            package sizes, claims and/or active trade names) from Products sold
            in the Territory as of the Effective Date hereof by a member of the
            Seller Group. With respect to all other Products, the parties agree
            and acknowledge that concentrations, formulations or combinations to
            be used by BUYER may be identical to those used by Seller. All
            Developed Products must be consistent with then existing use
            patterns registered for the Active Ingredients.

     5.3.   With respect to Products not including Imidacloprid, [* *] or
            Trichlorfon, SELLER shall permit BUYER to make its own formulator or
            "end use" registration with the EPA, and shall provide authorization
            for BUYER to cite any of SELLER'S data necessary to obtain such end
            use registration. Any modifications to the content of such end use
            registration shall remain confidential, and the sole property of the
            BUYER. With respect to Products including Imidacloprid, [* *] or
            Trichlorfon, including Developed Products, SELLER agrees to use
            commercially reasonable efforts (based on the expected return) to
            submit any proposed New Registration reasonably supported by data
            developed by BUYER to be registered with the EPA, and shall take
            actions required to the extent commercially reasonable to maintain
            such New Registrations in full force and effect for the term of this
            Agreement and for a period of two years thereafter. SELLER shall
            bear all the ordinary course costs associated with such New
            Registrations. With respect to all New Registrations approved by the
            EPA hereunder, BUYER shall prepare a proposed label based on such
            New Registration and shall submit it to SELLER for review to confirm
            its compliance with the approved New Registration. Within 15 days of
            receipt of the proposed labels, SELLER shall review the label and,
            if it is in compliance with the approved New Registration, SELLER
            shall file a notice of supplemental distribution form with the EPA
            naming BUYER as a "Supplemental Distributor" of such New
            Registration.

     5.4.   In the event that BUYER desires to make any modifications to the
            label claims under any of the SELLER's Existing Registrations or New
            Registrations based upon independently developed information (the
            "Label Amendment Data") relating to the efficacy thereof (including,
            but not limited to, additional uses consistent with then existing
            use patterns, additional durations and similar modifications
            (collectively, "New Label Claims")), BUYER shall provide notice and
            supportive data to SELLER describing such New Label Claims, and
            within

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            thirty (30) days of the date of receipt of such notice (the "Label
            Claim Evaluation Period"), SELLER shall review the Label Amendment
            Data by standards generally accepted in the pesticide industry. In
            the event of any dispute over the validity of the Label Amendment
            Data, SELLER shall notify BUYER no later than the final day of the
            Label Claim Evaluation Period, and BUYER and SELLER shall mutually
            agree upon an independent third party to review the Label Amendment
            Data, and the findings of such independent third party shall be
            mutually binding on the parties. All costs associated with such
            third party independent review shall be borne by the SELLER if the
            Label Amendment Data is confirmed or by BUYER, if the Label
            Amendment Data is rejected. In the event that SELLER concurs with
            the accuracy of the Label Amendment Data, or the validity of such
            data is confirmed by an independent third party in accordance with
            the terms of the previous sentence, SELLER shall, no later than
            thirty (30) days after (i) the expiration of the Label Claim
            Evaluation Period or (ii) the rendering of the independent third
            party's conclusion that the Label Amendment Data is valid, execute
            and file an amendment to such label registration reflecting the New
            Label Claims. SELLER shall work with BUYER to mitigate any costs
            arising directly from the termination or rescission of any
            registrations incorporating (a) the New Label Claims, (b) the
            Existing Registrations (as modified from time to time) or (c) the
            New Registrations, including by repurchasing Source Materials
            inventories and assisting BUYER with costs of Formulated Product
            inventories and other stranded costs relating to such rescission or
            termination.

     5.5.   If the BUYER desires to do any environmental, safety or toxicology
            studies with respect to the Active Ingredients, Source Materials or
            Formulated Products, BUYER shall first submit the proposed testing
            protocols to SELLER, and SELLER shall have fifteen (15) days to
            evaluate the sufficiency of these protocols (the "Evaluation
            Period"). If the protocols are found to be sufficient, or if the
            SELLER fails to object to the protocols by the expiration of the
            Evaluation Period, the testing will be permitted. If SELLER objects
            to the protocols prior to the expiration of the Evaluation Period,
            the protocols will be promptly submitted to an independent third
            party, mutually acceptable to BUYER and SELLER, who shall evaluate
            the sufficiency of the protocols in accordance with commercially
            reasonable standards in the insecticide industry. The decision of
            such independent third party shall be mutually binding on the BUYER
            and SELLER.

     5.6.   In the event that SELLER transfers or assigns any of its Existing
            Registrations or New Registrations with respect to which, Source
            Materials or Formulated Products are supplied hereunder, SELLER
            shall ensure that any transferee or assignee of such Registrations
            will continue to make available to BUYER, on terms and conditions
            identical with those set forth in this Agreement (including

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            the cash rebates described in Section 8 of this Agreement), such
            Source Materials or Formulated Products, for the period of the
            Initial Term of this Agreement.

     5.7.   BUYER acknowledges that SELLER has not undertaken any formulation or
            development work for the proposed Third Party-Tolled Formulated
            Products * * and * * set forth on Exhibit C, nor has SELLER applied
            for or received a registration for such Formulated Products. SELLER
            agrees to promptly undertake appropriate formulation and development
            work, in a commercially reasonable manner and in a manner (i)
            substantially similar to the manner in which it undertakes
            formulation and development for its own products in order to develop
            such Formulated Products and (ii) consistent with the objective of
            preparing the Product for Market Supply pursuant to an effective New
            Registration by September 1, 2003. If, despite complying with the
            foregoing, SELLER is unable to develop an acceptable Formulated
            Product for BUYER or is unable to obtain a registration for such
            Product, then SELLER shall be excused from performance under this
            Agreement with respect to such Formulated Product. SELLER agrees to
            promptly undertake label modification work in a manner substantially
            similar to the manner in which it undertakes similar activities on
            its own behalf to add lawn applications to the Imidacloprid and
            Cyfluthrin concentrate Product. BUYER acknowledges that SELLER must
            develop the * * BUYER-Tolled Formulated Product in a station
            provided by BUYER and further acknowledges that BUYER and SELLER
            must reach agreement on an acceptable level of control for the * *.
            If after commercially reasonable good faith efforts by the parties,
            BUYER and SELLER are unable to reach agreement on an acceptable
            level of control for the * *, then SELLER shall be excused from
            performance under this Agreement with respect to such * * Formulated
            Product.

     5.8.   BUYER has indicated to SELLER that it is interested in purchasing a
            formulated end-use consumer product containing the active ingredient
            * * for sale in the consumer end-use market. If in the future,
            SELLER is permitted to sell to BUYER a formulated end-use consumer
            product containing * * for sale in the Territory, SELLER agrees that
            such product will be made available to BUYER on the terms and
            conditions of this Agreement on a co-exclusive basis. The cost of
            the * * active ingredient for such formulated product shall be at
            the prices set forth on Exhibit G, subject to adjustment in
            accordance with Section 8.3.

     5.9.   BUYER shall not use the Active Ingredients in fogger Products or
            termite control Products.

     5.10.  If BUYER patents any product incorporating an Active Ingredient or
            Source Material, or a process of manufacture of a product
            incorporating an Active Ingredient or Source Material ("Buyer
            Patented Technology"), BUYER shall irrevocably grant to SELLER a
            perpetual license permitting SELLER or its sublicensees to use such
            patented technology in or in connection with the

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            manufacture, marketing, distribution and sale of Active Ingredients
            or Source Materials on a royalty-free basis; PROVIDED HOWEVER, that
            if the Buyer Patented Technology is likely to result in a material
            increase (e.g., greater than [* *]) in SELLER's sales of Active
            Ingredients or Source Materials to third parties, then, in
            connection with any sublicense by SELLER of Buyer Patented
            Technology to any person (i) not a part of the Seller Group and (ii)
            not a contract manufacturer of the Seller Group for the production
            of Seller Group products, BUYER shall be entitled to a reasonable
            royalty commensurate with the value created by BUYER pursuant to the
            Buyer Patented Technology; PROVIDED FURTHER that in no event may
            SELLER sublicense Buyer Patented Technology to any person not a
            member of either (i) or (ii) above for use in or as a Product in the
            Territory.

6. REPRESENTATIONS AND WARRANTIES

     6.1.   SELLER HEREBY REPRESENTS AND WARRANTS THAT THE SOURCE MATERIALS
            DELIVERED TO BUYER (INCLUDING IN ITS CAPACITY AS PROCESSOR UNDER THE
            PROCESSOR AGREEMENT FOR USE IN THE BUYER-TOLLED FORMULATED PRODUCTS)
            SHALL CONFORM TO THE SPECIFICATIONS SET FORTH IN EXHIBIT "A-1"
            HERETO. SELLER HEREBY REPRESENTS AND WARRANTS THAT THE THIRD
            PARTY-TOLLED FORMULATED PRODUCTS SHALL CONFORM TO THE SPECIFICATIONS
            SET FORTH IN EXHIBIT "C-1" HERETO WHEN RELEASED BY SELLER FOR
            DELIVERY TO BUYER PURSUANT TO THE THIRD PARTY SPECIAL PROCESSOR
            AGREEMENT EXCEPT TO THE EXTENT THAT THE FAILURE OF THE THIRD
            PARTY-TOLLED FORMULATED PRODUCTS TO MEET SPECIFICATIONS IS CAUSED BY
            OR RELATED TO THE RAW MATERIALS (OTHER THAN SOURCE MATERIALS
            DELIVERED BY SELLER TO THE THIRD PARTY PROCESSOR), PACKAGING,
            LABELING OR OTHER MATERIALS OR ITEMS PROVIDED BY OR ON BEHALF OF
            BUYER. SELLER REPRESENTS AND WARRANTS THAT THE TRICHLORFON
            FORMULATED PRODUCT SHALL CONFORM TO THE SPECIFICATIONS SET FORTH IN
            EXHIBIT D-1 WHEN DELIVERED TO BUYER AT THE TRICHLORFON FORMULATED
            PRODUCT TOLL MANUFACTURER. SELLER may change specifications for the
            Source Materials or Formulated Products upon prior written notice to
            and approval by BUYER, such approval not to be unreasonably withheld
            or delayed.

     6.2.   SELLER hereby represents that it has obtained, or will obtain prior
            to delivery by SELLER under this Agreement, all necessary federal
            registrations and federal governmental approvals for the Formulated
            Products (other than Developed Formulated Products), and that it has
            or will have the requisite rights to the

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            Formulated Products (other than Developed Formulated Products) to be
            able to enter into and perform all aspects of this Agreement.

     6.3.   SELLER further represents that at the time of delivery of the
            Formulated Products to BUYER, SELLER has or will have all right,
            title and interest in and to the Formulated Products and that
            Formulated Products (other than Developed Formulated Products) will
            be free from any and all encumbrances of any fashion and any and all
            claims of patent or trademark infringement (excluding however any
            infringement caused by BUYER-owned or supplied trademarks) or any
            other trade or product claim which encumbers its alienability,
            excluding any encumbrance that may attach to the Source Materials
            when title to the same passes to BUYER, and subject to any
            imperfections of title in property or materials provided by BUYER
            and BUYER's timely payment or satisfaction of invoices for tolling
            and materials charges incurred by SELLER pursuant to an applicable
            Processor Agreement or Third Party Special Processor Agreement (it
            being understood BUYER shall indemnify SELLER with respect to title
            imperfections caused by BUYER's failure to pay tolling and materials
            charges).

     6.4.   SELLER further represents that it believes it has the present
            ability to meet all of BUYER's currently anticipated needs for the
            Formulated Products and will promptly notify BUYER in writing if
            such ability changes.

     6.5.   ANY RECOMMENDATIONS MADE BY SELLER FOR THE USE OF ACTIVE
            INGREDIENTS, SOURCE MATERIALS OR FORMULATED PRODUCTS SOLD HEREUNDER
            ARE BASED UPON TESTS BELIEVED TO BE RELIABLE, BUT SELLER MAKES NO
            WARRANTY OF THE RESULTS TO BE OBTAINED BEYOND THOSE CONTAINED ABOVE.
            EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE WARRANTIES SET
            FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
            WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
            A PURPOSE, WHETHER EXPRESS OR IMPLIED.

7. FORMULATING, LABELING AND PACKAGING

     7.1.   All packaging, including returnable and non-returnable pallets, and
            appropriate labeling for the Formulated Products will be supplied by
            BUYER at its sole cost and expense. BUYER will supply all needed raw
            materials for formulation of the BUYER-Tolled Formulated Products
            and the Third Party-Tolled Formulated Products at its sole cost and
            expense. BUYER will be responsible to assure that any raw materials
            it supplies meet the specifications set forth on Exhibits B-1 and
            C-1. All labels and packaging, and raw materials if provided by
            BUYER, will be delivered as appropriate to the Trichlorfon
            Formulated Product Toll Manufacturer, to the Third Party Processor
            and to BUYER, as Processor, in a

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            timely manner to ensure availability as required. Each party shall
            be responsible for all direct costs incurred by the other party,
            including without limitation, additional toll fees, penalties or
            charges, resulting from the party's failure to timely deliver all
            necessary packaging and labels and raw materials other than as a
            result of a Force Majeure.

     7.2.   The Third Party Processor and all costs or fees charged by such
            Third Party Processor pursuant to the Third Party Special Processor
            Agreement, are subject to BUYER's prior consent. BUYER acknowledges
            that the Processor Agreement and Third Party Special Processor
            Agreement will provide that upon acceptance by SELLER and
            satisfaction of toller's payment terms by BUYER, the BUYER-Tolled
            Formulated Products and the Third Party-Tolled Formulated Products,
            as the case may be, will be released directly to BUYER. BUYER shall
            be responsible at its cost to arrange for pickup and delivery of the
            Third Party-Tolled Formulated Products from the Third Party
            Processor. BUYER further acknowledges that the Processor and the
            Third Party Processor will send duplicate invoices to SELLER and
            BUYER reflecting only the quantity of Formulated Product formulated
            and packaged and the tolling cost relating thereto on a per unit
            basis, which invoices BUYER agrees to timely pay on behalf of
            SELLER. BUYER shall pay any warehousing fees charged by the Third
            Party Processor once the Third Party-Tolled Formulated Products have
            been released to BUYER.

     7.3.   SELLER agrees not to amend or modify the pricing terms, delivery
            dates or invoicing process provisions of an applicable Third Party
            Special Processor Agreement without BUYER's prior written consent,
            which consent shall not be unreasonably withheld or delayed. BUYER's
            failure to consent to any such amendment or modification, or
            selection of a Third Party Processor, shall excuse SELLER from
            delivery of the affected Third Party-Tolled Formulated Products and
            the Source Materials for such Formulated Products.

8. PURCHASE PRICE

     8.1.   The price for all Source Materials and the Trichlorfon Formulated
            Product is set forth on Exhibit F, subject to Section 8.3.

     8.2.   The purchase price for BUYER-Tolled Formulated Products and Third
            Party-Tolled Formulated Products shall be the price of the Source
            Materials set forth on Exhibit F (subject to Section 8.3) that are
            delivered by SELLER pursuant to a Firm Purchase Order under this
            Agreement for use in the BUYER-Tolled Formulated Products and the
            Third Party-Tolled Formulated Products, PLUS the toll, label,
            package or other material charges under the Processor Agreement and
            the Third Party Special Processor Agreement.

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     8.3.   The purchase price for each of the Source Materials and the
            Trichlorfon Formulated Product shall be increased or decreased
            effective as of January 1 of each Contract Year (starting January 1,
            2004) by an amount equal to the percentage increase or decrease, if
            any, in the [* *]. For example, the [* *] percentage increase, if
            any, for a January 1, 2004 price increase shall be determined by
            comparing the [* *] and the [* *]. The purchase price for each
            Source Material and the Trichlorfon Formulated Product shall be
            increased or decreased by an amount equal to the [* *] percentage
            increase or decrease calculated set forth in this Section 8.3 as
            applied to each Purchase Price. BUYER recognizes that it is solely
            responsible for any increases in tolling charges, and packaging,
            label and raw material costs over the term of this Agreement.

     8.4.   All orders placed by BUYER will be invoiced based on the purchase
            price in effect at the time the order is shipped. Commencing January
            30, 2003 and each January 30th thereafter during the Initial Term
            and on the earlier of (i) the date on which this Agreement
            terminates or (ii) December 31, 2008, SELLER shall pay to BUYER a
            Rebate calculated as set forth on Exhibit F-1. SELLER'S obligations
            pursuant to the foregoing sentence survive any termination of this
            Agreement

9. TITLE AND RISK OF LOSS

            SELLER shall arrange transportation and delivery of (i) the Source
            Materials for the BUYER-Tolled Formulated Products to Processor with
            freight to be paid by SELLER (ii) the Source Materials for the Third
            Party-Tolled Formulated Products to the Third Party Processor with
            freight to be paid by SELLER. Title and risk of loss for the Active
            Ingredients and Source Materials shall pass to BUYER upon delivery
            to BUYER or, with respect to BUYER-Tolled Formulated Products, upon
            delivery to Processor under the Processor Agreement. Title and risk
            of loss to the BUYER-Tolled Formulated Products will pass to BUYER
            upon release by SELLER pursuant to the Processor Agreement. Title
            and risk of loss to the Third Party-Tolled Formulated Products will
            pass to BUYER upon delivery to BUYER pursuant to the Third Party
            Special Processor Agreement. All deliveries of Trichlorfon
            Formulated Product shall be F.O.B. St. Louis or such other location
            as may be agreed between the parties from time to time. SELLER shall
            be responsible for the timely delivery of such Trichlorfon
            Formulated Product and shall pay all such delivery costs. Title and
            risk of loss to the Trichlorfon Formulated Product shall pass to
            BUYER when SELLER delivers such Trichlorfon Formulated Product as
            instructed by BUYER (it being understood that such Product is
            currently to be shipped to St. Louis). BUYER at all times retains
            risk of loss as to all labels, packaging, raw materials and other
            materials it supplies and SELLER shall use commercially reasonable
            efforts to cause the Third Party Processor and the Trichlorfon
            Processor to execute and

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            deliver such forms and make such filings and take such actions as
            requested by BUYER to protect BUYER's title in all BUYER's property.

10. INVOICING

            After each shipment of the Source Materials is made hereunder,
            SELLER shall send an invoice to BUYER setting forth the quantity of
            each of the Source Materials shipped hereunder and the total price
            to be paid for such quantity in accordance with the terms of this
            Agreement. Payments not subject to good faith dispute, shall be made
            by BUYER within thirty (30) days after receipt of invoice; provided
            that payments made later than thirty (30) days after receipt of
            invoice not subject to good faith dispute, shall bear interest at
            the rate of 10%.

            After each order of Trichlorfon Formulated Product shipped in
            accordance with BUYER's instructions to the Trichlorfon Formulated
            Product Toll Manufacturer, SELLER shall send an invoice to BUYER
            setting forth the quantity of Trichlorfon Formulated Product made
            available and the total price to be paid for such quantity in
            accordance with the terms of this Agreement. Payments not subject to
            good faith dispute shall be made by BUYER within thirty (30) days
            after receipt of the invoice; provided that payments made later than
            thirty (30) days after receipt of invoice shall bear interest the
            rate of 10%.

            SELLER shall apply payments as instructed by BUYER or, in the
            absence of instructions, against the oldest invoices first.

11. HEALTH AND SAFETY

     11.1.  SELLER shall, during the term of this Agreement, assist BUYER by
            providing such available technical information with respect to
            toxicology, health, safety and related available information
            pertaining to the Active Ingredients, Source Materials and
            Formulated Products as is reasonably requested by BUYER and which
            would be reasonably useful to BUYER in its handling of the Active
            Ingredients, Source Materials and Formulated Products. Any
            information so provided shall be subject to the confidentiality
            requirements of Article 25 hereof.

     11.2.  In manufacturing, packaging and selling the Trichlorfon Formulated
            Product and the Third Party-Tolled Formulated Products hereunder,
            SELLER shall comply with all relevant rules, regulations and
            statutes, including, but not limited to, those pertaining to
            environmental protection, occupational health and safety, including,
            but not limited to, the Toxic Substances Control Act, the Federal
            Insecticide, Fungicide and Rodenticide Act, the Occupational Safety
            and Health Act and the Fair Labor Standards Act.

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12. FORCE MAJEURE

     12.1.  Subject to the terms of this Article 12, neither party shall be
            liable for any failure or delay to perform when such failure or
            delay shall be caused by fire, flood, accident, explosion, equipment
            or machinery breakdown; sabotage, strike or any labor disturbance;
            civil commotion, riot, invasion, war, restraints; requisitions,
            regulations or directions of government, or any office, department,
            agency or committee thereof, for purposes of national defense or
            otherwise; compliance with any request for material represented to
            be for purposes of producing articles for national defense
            facilities; shortage of labor, fuel, power or raw materials;
            inability to obtain supplies, or failure of normal sources of
            supplies; inability to obtain, or delays of, transportation
            facilities; any act of God; or any similar cause beyond the
            reasonable control of such party even though that party might be
            able to obviate such failure or delay by agreeing to terms proposed
            by government, suppliers, carriers, employees or their bargaining
            representative, labor disputants or other third parties (each such
            event, a "Force Majeure").

     12.2.  If, by reason of Force Majeure as set forth above, SELLER is unable
            to deliver an Active Ingredient, Source Material or Formulated
            Product or BUYER is unable to take delivery of or utilize the Active
            Ingredient, Source Material or Formulated Product in accordance with
            the terms of this Agreement, the party so affected shall be excused
            from delivering or receiving the Active Ingredient, Source Material
            or Formulated Product during the pendency of such Force Majeure and
            to the extent caused thereby.

     12.3.  Except as otherwise provided in this Article 12, at the conclusion
            of a period of Force Majeure, the affected party will promptly
            notify the other party of the resumption of production or the
            ability to make or take delivery or utilize the Active Ingredient,
            Source Materials or Formulated Product as the case may be. SELLER
            will make delivery of such suspended orders as are reinstated as
            soon as practicable.

     12.4.  Notice with full particulars of any Force Majeure shall be given by
            the party affected to the other party as soon as possible after the
            occurrence of such Force Majeure. Each party shall take diligent
            action to cure any event of Force Majeure to the extent that it is
            reasonably possible to do so, it being understood that neither party
            shall be required to make any concession or grant any demand or
            request in order to bring to an end any strike, lock-out or other
            industrial disturbance, where such course is deemed inadvisable in
            the discretion of the party having such difficulty.

     12.5.  SELLER may, during any period of shortage due to such contingencies,
            allocate its supply of Active Ingredients or Source Materials among
            its various users thereof including BUYER, and/or for its internal
            requirements, based on forecasts

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<PAGE>


            from its customers, such that BUYER receives its pro rata share
            based on such forecasts.

     12.6.  Performance of other provisions of this Agreement setting forth
            obligations of the parties with respect to regulatory matters and
            response to governmental and regulatory events shall not be excused
            if the Force Majeure is a government regulatory action or event,
            unless and until the other applicable terms of this Agreement have
            been fulfilled.

13. WEIGHTS, CLAIMS, LOSS AND TITLE

     13.1.  Weights taken by SELLER or its designated representative with
            respect to Source Materials just prior to shipment shall govern
            except in cases of proven error. Appropriate shipping documents
            shall be provided by SELLER and such documents must accompany any
            shipments of Source Materials. If BUYER believes that there is an
            error in the weight of Source Materials shipped, BUYER shall weigh
            the Source Materials believed by BUYER to be underweight on a
            certified scale acceptable to BUYER and SELLER and, if there is a
            weight discrepancy, BUYER shall submit such discrepancy to SELLER
            for resolution.

     13.2.  (a) BUYER shall have ninety (90) days from delivery to advise SELLER
            or its designated representative in the event BUYER claims any
            Source Material de-livered fails to meet the specifications set
            forth in Exhibit "A-1" hereto. As BUYER's sole and exclusive remedy
            for the failure of the Source Material to meet such specifications,
            SELLER will replace, free of any charges, any Source Material which
            fails to meet such specification, or SELLER may, at its option,
            refund the purchase price thereof or give a credit to BUYER against
            the purchase price if unpaid. In any and all of such events the
            defective Source Materials shall be returned to SELLER at SELLER's
            expense.

            (b) Should SELLER disagree with BUYER's conclusion that the Source
            Materials fails to meet specifications, a third analysis of the
            Source Materials quality may be conducted by an independent
            laboratory mutually acceptable to both SELLER and BUYER, and such
            analysis performed in accordance with SELLER's analytical method
            shall be determinative. All costs associated with the independent
            laboratory's testing, including but not limited to, transportation
            costs for the Source Materials shall be borne exclusively by SELLER
            if the Source Materials is found not to meet specifications and by
            BUYER if it is determined to meet said specifications.

14. DISPOSAL OF DEFECTIVE SOURCE MATERIAL

            SELLER shall be responsible and liable for the disposal, if
            required, of any Source Material which at the time of delivery
            hereunder does not conform to the warranty set

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<PAGE>


            forth in Section 6 hereof and shall indemnify BUYER for any actual
            and reasonable costs incurred by BUYER in connection with any such
            disposal; provided, however, this Section 14 shall be applicable
            only in those instances where BUYER has given SELLER or its
            designated representative timely notice pursuant to Section 13.2
            hereof. SELLER represents and warrants that it will comply with all
            applicable local, state and federal rules and regulations pertaining
            to such disposal. However, the decision of disposal or other
            disposition of the affected Source Material will be totally at
            SELLER's discretion. SELLER agrees to defend and indemnify BUYER in
            any and all suits or actions arising from such disposal, except to
            the extent such suits or actions are based upon BUYER's intentional
            or negligent acts or omissions.

15. TAXES

     15.1.  Any value added tax or similar government levy shall be for the
            account of BUYER and BUYER shall reimburse SELLER or its designated
            representative, upon receipt of a proper invoice therefore, the
            amount of all such tax and/or government levy that SELLER may be
            required to pay and does pay.

     15.2.  BUYER shall be permitted to lodge a good faith protest with the
            relevant state, local or federal taxing authority of any tax imposed
            upon it under this Article, provided that it holds SELLER harmless
            from any penalty or interest due as a result of such action.

16. REPORTABLE INFORMATION

            Consistent with the manner of BUYER's reporting under applicable law
            (including 6(a)(2) reports under FIFRA), BUYER shall notify SELLER
            in writing of:

            (a) any incident or other information involving an Active
            Ingredient, Source Material or Formulated Product of which BUYER
            becomes aware, if BUYER discovers or can determine the following: an
            exposure to a person or non-target organism may have occurred, an
            adverse effect to a person or non-target organism is alleged, the
            pesticide involved can be identified (either product name, product
            registration number, or active ingredient) as relating to the
            Formulated Products, the location where the incident occurred and a
            person to contact for more information about this incident or
            information; and

            (b) any information regarding the following conditions of which
            BUYER becomes aware: (i) unexpected bio-accumulation of the Active
            Ingredient, or Formulated Product by various life forms; (ii)
            greater than anticipated drift into non-target areas; (iii)
            promotion or creation of secondary pest infestations, or (iv)
            property damage that could have caused direct human injury, for
            example fire, explosion or container failure.

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<PAGE>


            (c) In the event any such incident or information relates to a human
            death, BUYER shall notify SELLER in writing within one (1) calendar
            day after receipt of such information. BUYER shall notify SELLER in
            writing within ten (10) calendar days after receipt of such
            information. All notifications shall be sent to SELLER to the
            attention of [* *], or such other person as may be designated by
            SELLER from time to time.

            (d) BUYER shall be responsible for and shall indemnify SELLER
            against any costs, fines, penalties, fees, including attorneys fees,
            claims or liability asserted against or incurred by SELLER to the
            extent such liabilities are caused by BUYER's failure to comply with
            this Article 16.

            The terms of Article 16 shall survive the expiration or termination
            of this Agreement for three (3) years, except that Section 16(d)
            will survive indefinitely.

17. ASSIGNMENT

            This Agreement shall not be assigned by either party without the
            prior written consent of the other party, which consent may not be
            unreasonably withheld or delayed, provided that no assignment shall
            relieve the assigning party of its obligations hereunder. Without
            limiting the generality of the foregoing, BUYER consents to SELLER's
            assignment to Bayer CropScience, so long as BUYER is not
            disadvantaged by such assignment.

18. MODIFICATION, WAIVER

            18.1. No modification of, addition to, or waiver of any of the terms
            or conditions of this Agreement shall be binding upon either party,
            unless set forth in writing, containing an express reference to this
            Agreement by an authorized representative of each party.

            18.2. The acceptance of conditions of sale, purchase orders or other
            such instruments containing terms in addition to or inconsistent
            with the terms of this Agreement shall not be deemed a modification
            of this Agreement. No terms or conditions not contained herein shall
            have any force or effect with respect to the subject matter of this
            Agreement.

            18.3. No waiver by either party of any breach by the other party of
            any of the provisions of this Agreement shall be construed as a
            waiver of any subsequent breach, whether of the same or of a
            different provision of this Agreement.

19. NOTICES

            Any notice, request, report, statement or other communication to be
            given in writing under this Agreement shall be deemed to have been
            given by either party to the other party (i) upon the date of the
            mailing thereof to the other party by registered or certified

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<PAGE>


            mail, as shown on the Post Office receipt, reputable overnight
            courier or by facsimile (confirmed immediately by mailing or
            overnight courier) addressed to the receiving party at its address
            as set forth in Exhibit "E" hereto, or at such other address as the
            receiving party may specify from time to time in writing; or (ii) if
            not so mailed by registered or certified mail, upon the date of the
            receipt thereof by such other party.

20. INDEMNIFICATION

     20.1.  BUYER shall indemnify and hold harmless SELLER, its affiliates and
            their directors, officers, employees, agents, successors and assigns
            from and against any and all losses, costs, claims, liabilities,
            expenses (including reasonable attorneys' fees), fines, penalties or
            damages (hereinafter collectively referred to as the "Liabilities")
            incurred by any of them as a result of any claim, action, suit,
            proceeding or investigation filed or threatened by any third party
            (herein collectively referred to as a "Claim"), to the extent such a
            Claim arises out of or results from (i) handling, marketing,
            distribution, use or sale of any Active Ingredient, Source Material
            or Formulated Product, (ii) the packaging, raw materials, or other
            materials supplied by BUYER, (iii) a breach of BUYER's covenants,
            representations and warranties in this Agreement, or (iv) BUYER's
            negligent or intentional acts or omissions, in each case reduced by
            the amount of indemnification to which BUYER is entitled under
            Section 20.2.

     20.2.  SELLER shall indemnify and hold harmless BUYER, its affiliates and
            their directors, officers, employees, agents, successors and assigns
            from and against any and all Liabilities incurred by any of them as
            a result of any Claim, to the extent such Claim arises out of or
            results from (i) SELLER's intentional or negligent acts or omissions
            or (ii) a breach of SELLER's covenants, warranties and
            representations set forth in this Agreement, in each case reduced by
            the amount of indemnification to which SELLER is entitled under
            Section 20.1.

     20.3.  In the event a party learns of a Claim and believes the other party
            may have an indemnity obligation under this Agreement with respect
            to all or some portion of the Claim, then the party seeking
            indemnification shall promptly notify the other party in writing of
            the Claim, giving due regard to any required deadline for answering
            or otherwise responding to the Claim. Nothing in this Section 20.3
            diminishes either party's obligations under Sections 20.1 or 20.2.

     20.4.  Neither party shall in any event be liable to the other party for
            any incidental, consequential, special, or punitive damages
            regardless of whether arising in contract, tort, strict liability or
            otherwise.

     20.5.  The obligations of the parties set forth in this Article 20 shall
            survive the expiration or termination of this Agreement.

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21. TRADEMARK

            BUYER acknowledges that SELLER has expended significant resources in
            the development and promotion of various chemical and trade names in
            connection with the sale of its own products, including without
            limitation, certain chemical names of the Active Ingredients. In
            light of such investment and in order to avoid confusion, BUYER
            acknowledges and agrees that it has no right in, and shall not use,
            the common chemical names Imidacloprid and Cyfluthrin other than on
            the ingredient statement on the labels for the Formulated Products
            containing such Active Ingredients (PROVIDED HOWEVER, that BUYER may
            use any of these trademarks in sales materials provided to retail
            customers), and shall not in any event use the trademark Merit(R).
            BUYER additionally acknowledges and agrees that BUYER shall not (i)
            use the phrase [* *] in the name of any Product it produces
            from Source Materials supplied hereunder, and (ii) make any label
            claim on any home, insect control product containing Cylathrin, that
            such product is a [* *], or any variation thereof. BUYER
            further acknowledges that SELLER has a significant interest in
            protecting the quality and integrity of the Active Ingredients and
            therefore agrees that if it elects at any time to use a marketing or
            trade name for any of the Active Ingredients contained in any of the
            Formulated Products, it will provide such proposed marketing or
            trade name(s) to SELLER for SELLER's review and consent, such
            consent not to be unreasonably withheld or delayed. Notwithstanding
            the foregoing, SELLER does hereby consent to BUYER's use of the
            trade name Cylathrin(R) for the cyfluthrin Active Ingredient
            provided hereunder. Provided, however, that such grant of a right to
            use the Cylathrin(R) name does not convey any right, title or
            interest in and to such mark to BUYER, nor shall BUYER's use of such
            market create any such right, title or interest in BUYER for such
            mark.

            Nothing in this Agreement shall be construed as granting to BUYER
            the right to use any trademark belonging to SELLER in relation to
            the sale of the Formulated Products or otherwise, other than as
            strictly required for regulatory purposes, which use, if any, shall
            be for the benefit of SELLER.

22. INDEPENDENT CONTRACTOR

            SELLER and BUYER shall perform hereunder as independent contractors
            and neither is the agent of the other.

23. REGISTRATIONS

     23.1.  SELLER holds, or will hold before sale to BUYER, federal
            registrations for the Formulated Products in the Territory and shall
            appoint BUYER as a supplemental distributor for the Formulated
            Products, provided that BUYER is solely responsible for obtaining
            and maintaining any necessary state licenses for the Formulated
            Products at its own expense and in accordance with all applicable

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<PAGE>


            laws and regulations. By this paragraph, SELLER makes no
            representation that it will, and has no obligation to, obtain any
            New Registrations.

     23.2.  SELLER will take commercially reasonable steps necessary to defend
            its existing federal registrations for the Formulated Products, at
            SELLER's expense, provided that SELLER will not be obligated to
            generate additional data (it being understood that SELLER may when
            commercially reasonable, amend, delete or withdraw uses or claims
            with respect to Formulated Products, Source Materials or Active
            Ingredients at any time in response to regulatory issues). SELLER
            agrees to notify BUYER promptly in writing of any major registration
            issues that will impact BUYER's supplemental distribution
            appointment for the Formulated Products.

     23.3.  SELLER shall take all steps necessary to promptly execute and
            deliver any required documentation and/or notices to effect the
            appointment of BUYER as a "Supplemental Distributor" of Formulated
            Products and, with respect to New Registrations, after SELLER
            obtains such registration, consistent with the process set forth in
            Section 5.3.

24. NO SEPARABILITY

            If any provision of this Agreement shall be determined by any
            legislature or court to be in whole or in part invalid or
            unenforceable, the parties agree to negotiate in good faith to
            arrive at such modifications of the Agreement as would be necessary
            to conform the Agreement to the requirements of the legislature or
            court in question. In the event the parties cannot agree on
            appropriate modifications, and if the invalid or unenforceable
            section makes the Agreement impossible to perform, then either party
            may terminate the Agreement upon thirty (30) days written notice to
            the other. If however, it remains possible to perform the Agreement
            in the absence of the invalid or unenforceable provision, the
            Agreement shall remaining in full force and effect, modified to
            delete such provision.

25. CONFIDENTIALITY

            If, in the course of its performance under this Agreement, either
            SELLER or BUYER discloses to the other information which is
            designated as "Confidential Information" or is Highly Confidential
            Information, the recipient of the Confidential Information or Highly
            Confidential Information agrees neither to disclose to any third
            party nor to use such Confidential Information or Highly
            Confidential Information for any purpose other than performance
            under this Agreement, unless expressly agreed to in writing by the
            party providing the Confidential Information or Highly Confidential
            Information. Provided, however, that SELLER may disclose such
            Confidential Information or Highly Confidential Information to its
            parent, Bayer AG, provided such entity agrees to adhere to this
            obligation of nondisclosure and nonuse. This obligation of
            nondisclosure and

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<PAGE>


            nonuse shall not apply to Confidential Information or Highly
            Confidential Information: (a) already available from the public or
            published sources or which becomes available through no act or
            omission by the recipient of such information hereunder; (b) known
            to the recipient prior to its receipt under this Agreement; (c)
            subsequently disclosed to the recipient by a third party having the
            legal right to make such disclosure; (d) which is independently
            developed by employees having no access to the Confidential
            Information; or (e) required by law to be disclosed provided that
            recipient has provided discloser prompt notice and allowed discloser
            a reasonable time to oppose such requirement. The terms of this
            Article 25 shall survive the expiration or termination of this
            Agreement with respect to Confidential Information for a period of
            three (3) years and, with respect to Highly Confidential
            Information, for 10 years.

26. MISCELLANEOUS

            This Agreement shall be binding upon and inure to the benefit of the
            parties hereto and their lawful successors and permitted assigns.
            Each party represents to the other that it has the full legal right,
            power and authority to enter into this Agreement, and that the
            con-summation of this Agreement will not result in the breach of any
            law, regulation, or corporate agreement. All Exhibits attached
            hereto are incorporated herein by this reference. This Agreement
            will be governed by Delaware law without regard to its conflicts of
            law provisions. Upon removal from this Agreement of one or more
            Active Ingredients, Source Materials or Formulated Products pursuant
            to the terms of Article 2, the Agreement nonetheless survives and
            remains in full force and effect with respect to all other Active
            Ingredients, Source Materials or Formulated Products. The following
            sections shall survive the expiration or termination of the
            Agreement with respect to all Active Ingredients, Source Materials
            or Formulated Products: 2.6, 3.3, 5.4, 5.10, 6, 8.4 (and Exhibit
            F-1), 11, 13, 14, 15, 16, 19, 20, 25, 26 and 27.

27. ENTIRE AGREEMENT

            This Agreement sets forth the entire agreement between the parties
            hereto with respect to the subject matter hereof and supersedes all
            prior understandings, negotiations, and dealings between the parties
            hereto with respect to such subject matter. To the extent the terms
            and conditions of the Processor Agreement are inconsistent with the
            terms of this agreement, the terms of this Agreement are controlling
            between the parties. Any and all modifications to this Agreement
            must be in writing and signed by both parties.

                                    * * * * *


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<PAGE>





IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
by their duly authorized representatives as of the date first above written.

SELLER:                                           BUYER:
BAYER CORPORATION                                 UNITED INDUSTRIES CORPORATION

BY: /S/ EMIL LANSU                                BY: /S/ ROBERT L. CAULK
    ----------------------------------------          -------------------------
TITLE: EXECUTIVE VICE PRESIDENT AND               TITLE: CHAIRMAN AND CEO
       PRESIDENT, AGRICULTURE DIVISION



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<PAGE>



                                  EXHIBIT INDEX

Exhibit A                  Access Timetable
Exhibit A-1                Source Materials Specifications
Exhibit B                  Bayer-Tolled Formulated Products
Exhibit C                  Third Party-Tolled Formulated Products
Exhibit D                  Trichlorfon Formulated Product
Exhibit B-1                Buyer-Tolled Formulated Products
Exhibit C-1                Third Party-Tolled Formulated Products
Exhibit D-1                Trichlorfon Formulated Product
Exhibit E                  Addresses
Exhibit F                  Purchase Price for Source Materials and Trichlorfon
                           Formulated Product
Exhibit F-1                Mandatory Rebate
Exhibit G                  Disulfoton Containing Formulated Products


                                       G-1