Exhibit 10.2


                            NON-COMPETITION AGREEMENT

      This  Non-Competition  Agreement (the "Agreement"),  dated as of March 16,
2007, is between BCP Ingredients,  Inc., a Delaware corporation,  (the "Buyer"),
Chinook Global Limited,  an Ontario  corporation,  Chinook  Services,  L.L.C., a
Delaware  limited  liability  company,  and Chinook,  L.L.C., a Delaware limited
liability company,  (collectively the "Seller"), Dean R. Lacy, a resident of the
state of Louisiana,  Ronald C. Breen, a resident of the province of Ontario, and
John W. Kennedy, a resident of the state of Minnesota (each a "Shareholder," and
collectively the "Shareholders").
                  ------------

                              Background Statement

      The Buyer and the Seller are parties to an Asset Purchase  Agreement dated
as of the date hereof (the "Purchase Agreement") pursuant to which Seller agreed
to sell,  and Buyer agreed to purchase from Seller certain assets of Seller used
in  Seller's  business  of  developing,  producing,  manufacturing,   marketing,
distributing or selling choline chloride and specialty choline  derivatives (the
"Business").  The  Shareholders,  through Chinook Lacy,  Inc.;  Chinook Kennedy,
Inc.; and 2097299 Ontario Limited,  own all of the outstanding  capital stock of
the Seller.  Immediately following the closing of the transactions  contemplated
by the Purchase Agreement, the Buyer will be engaged in the Business.

      The entering into of this Agreement by the Seller and the  Shareholders is
a condition  precedent to the closing of the  transactions  contemplated  by the
Purchase Agreement.

                             Statement of Agreement

      The parties agree as follows:

      1.  Definitions.  The  capitalized  terms used in this  Agreement  and not
otherwise defined have the meanings set forth in the Purchase Agreement.

      2.  Non-competition.  As an  inducement  for the  Buyer to enter  into the
Purchase  Agreement and in  consideration  for the Buyer's  consummation  of the
transactions contemplated hereby, the Seller and each Shareholder agree that:

      (a) For a  period  of ten (10)  years  following  the  Closing  Date  (the
"Term"),  neither  the Seller nor any  Shareholder  nor any of their  Affiliates
shall,  directly or indirectly,  engage or invest in, or own,  manage,  operate,
finance,  control  or  participate  in  the  ownership,  management,  operation,
financing  or  control  of  any  Person  engaged  in,  the  Business   (each,  a
"Competitor"),  in each  case in the  following  geographic  areas:  the  United
States,  Canada,  North  America  and the  world;  provided,  however,  that the
Shareholders  and the Seller,  together  with such Persons'  Affiliates,  in the
aggregate, may purchase or otherwise acquire up to (but not more than) 5% of any
class of securities of any enterprise (but without  otherwise  participating  in
the activities of such enterprise) if such securities are listed on any national
or regional  securities  exchange or have been registered under Section 12(g) of
the Securities Exchange Act of 1934, as amended;

<PAGE>

provided further, however, that a Shareholder may be employed by a Competitor in
an area or  unit of the  Competitor's  business  whose  products,  services,  or
activities do not compete with the Business; provided further, however, that the
Seller and the  Shareholders  may engage in the Business to the extent necessary
to comply with the terms of, and fulfill the  Seller's  obligations  under,  any
sales agreement or supply agreement in effect, or purchase order outstanding, as
of the Closing Date that is not assumed by the Buyer.

      (b) The parties agree that none of the provisions of this section apply to
the activities contemplated in the Tolling Agreement.

      (c)  Each  Shareholder   shall,   within  ten  days  after  accepting  any
employment,  consulting  engagement,  engagement as an  independent  contractor,
partnership or other  association with a Competitor during the Term, advise such
Competitor that such Shareholder is bound by this Agreement.

      (d) If any provision or part of Section 2 is unenforceable  because of its
duration or its geographic coverage, or because it is too expansive in any other
respect,  the parties  hereto agree to modify this Section 2, and that the court
making  such  determination  shall have the power to  interpret  and modify this
Section  2, to reduce  the  duration,  the  geographic  coverage,  or such other
provision and to delete specific words or phrases  herefrom  ("blue-penciling"),
so that  this  Section  2 shall  extend  over  the  longest  time,  the  largest
geographic area and in any other respect as is enforceable  under applicable law
and,  in its  reduced  or  blue-penciled  form,  such  provision  shall  then be
enforceable and shall be enforced.

      3. Reasonable Restraint.  The Seller and each Shareholder acknowledge that
(i) the  Business is  international  in scope;  (ii) the  products  and services
related to the Business are marketed  throughout  the world;  (iii) the Business
competes with other  businesses  that are or could be located in any part of the
world; (iv) the Buyer has required that the Seller and each Shareholder make the
covenants set forth in this Agreement as a condition to the Buyer's consummation
of the  transactions  contemplated  by the  Purchase  Agreement  and  would  not
otherwise  consummate  such  transactions;  (v) the provisions of this Agreement
impose a  reasonable  restraint  on the Seller and are  necessary to protect and
preserve  the  Buyer's  interests  in and right to the use of the  assets of the
Business and the operation of the Businesses  from and after  Closing;  (vi) the
Shareholders, as equity owners of the Seller, will benefit from the consummation
of the transactions  contemplated by the Purchase Agreement; and (vii) the Buyer
would be irreparably damaged if the Seller or any Shareholder were to breach the
covenants set forth in Section 2 of this Agreement.

      4.  Injunctive  Relief  and  Additional   Remedy.   The  Seller  and  each
Shareholder acknowledge that the injury that would be suffered by the Buyer as a
result of a breach of the provisions of this Agreement  (including any provision
of Section 2) would be irreparable  and that an award of monetary  damages alone
to the Buyer for such a breach would be an  inadequate  remedy.  The Buyer shall
have the  right,  in  addition  to any  other  rights  it may  have,  to  obtain
injunctive  relief to restrain any breach or  threatened  breach or otherwise to
specifically enforce any provision of this Agreement, and the Buyer shall not be
obligated to prove actual damages or post bond or other security in seeking such
relief.


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<PAGE>

      5. Independent  Agreement.  Without limiting any party's equitable rights,
remedies  or  defenses,  to the  extent  available  under  applicable  law,  the
existence  of any claim or cause of action of the  Seller,  any  Shareholder  or
their  respective  Affiliates  against  the  Buyer  or its  Affiliates,  whether
predicated  on the  Purchase  Agreement  or  otherwise,  shall not  constitute a
defense to the enforcement by the Buyer or its Affiliates of this Agreement.

      6. Amendment and Modification.  This Agreement may be amended, modified or
supplemented  only by an agreement in writing  signed by the party  against whom
such amendment,  modification  or supplement is sought to be enforced.  Any such
writing must refer specifically to this Agreement.

      7.  Assignment;  No  Third-Party  Rights.  This  Agreement  and all of the
provisions  hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective  successors and permitted assigns,  but neither this
Agreement nor any of the rights,  interests or  obligations  hereunder  shall be
assigned  by any party  hereto  without the prior  written  consent of the other
party. This Agreement and its provisions are for the sole benefit of the parties
to this Agreement and their successors and permitted  assigns and shall not give
any other Person any legal or equitable right, remedy or claim.

      8. Governing Law. The execution,  interpretation  and  performance of this
Agreement  shall be governed by the internal laws and judicial  decisions of the
State of Delaware, without regard to principles of conflicts of laws.

      9.  Jurisdiction.  All issues of  jurisdiction  and service of process for
lawsuits and other  proceedings  relating to this Agreement shall be governed by
the provisions of Section 7.8 of the Purchase Agreement.

      10. Counterparts. This Agreement may be executed in multiple counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute  one and the same  instrument.  This  Agreement  may be  executed  on
signature pages exchanged by facsimile, in which event each party shall promptly
deliver to the others such number of original  executed copies as the others may
reasonably request

                     [Signatures appear on following page.]


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<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have executed this Non-Competition
Agreement as of the date first above written.

                                    BCP INGREDIENTS, INC.

                                    By:    /s/ Dino A. Rossi
                                           ------------------------------------
                                    Name:  Dino A. Rossi
                                           ------------------------------------
                                    Title: President
                                           ------------------------------------


                                    CHINOOK GLOBAL LIMITED

                                    By:    /s/ Ronald Breen
                                           ------------------------------------
                                    Name:  Ronald Breen
                                           ------------------------------------
                                    Title: CFO
                                           ------------------------------------


                                    CHINOOK SERVICES, L.L.C.

                                    By:    /s/ Ronald Breen
                                           ------------------------------------
                                    Name:  Ronald Breen
                                           ------------------------------------
                                    Title: Director/Secretary
                                           ------------------------------------


                                    CHINOOK, L.L.C.

                                    By:    /s/ Ronald Breen
                                           ------------------------------------
                                    Name:  Ronald Breen
                                           ------------------------------------
                                    Title: Director/Secretary
                                           ------------------------------------

                                    SHAREHOLDERS:


                                    /s/ Dean R. Lacy
                                    --------------------------------------------
                                    Dean R. Lacy


                                    /s/ Ronald Breen
                                    --------------------------------------------
                                    Ronald C. Breen


                                    /s/ John W. Kennedy
                                    --------------------------------------------
                                    John W. Kennedy


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