Exhibit 10.1

                                TOLLING AGREEMENT

      This TOLLING AGREEMENT (this  "Agreement") is entered into as of March 16,
2007, by and between BCP  Ingredients,  Inc., a corporation  organized under the
laws  of  Delaware  ("Balchem"),  and  Chinook  Global  Limited,  a  corporation
organized under the laws of Ontario, Canada (the "Manufacturer").
                                                  ------------

                              Background Statement

      Balchem is in the business of manufacturing and selling feed grade choline
chloride 60% dried on cereal  carrier ("CC 60%") and 70% dried on cereal carrier
("CC 70%" and,  together with CC 60%, the "Products").  The Manufacturer has the
capability to manufacture,  package and store the Products on behalf of Balchem.
Balchem desires to engage the Manufacturer to manufacture, package and store the
Products for Balchem, and the Manufacturer  desires to manufacture,  package and
store the  Products for  Balchem,  in  accordance  with the  specifications  and
quality standards, and upon the other terms and subject to the other conditions,
provided  herein.  This  Agreement is being entered into in connection  with the
closing of the transactions contemplated in the Asset Purchase Agreement,  dated
the date hereof, between the parties hereto (the "Purchase Agreement").
                                                  ------------------

                             Statement of Agreement

      The parties agree as follows:

      1. Manufacture of Products.
         -----------------------

      (a) Generally.  During the term of this Agreement, using Raw Materials (as
defined  below)   supplied  by  Balchem  as   contemplated  in  Section  2,  the
Manufacturer  shall  manufacture  and package the  Products  for Balchem at such
times and in such quantities as provided in written orders ("Orders")  submitted
to the Manufacturer by Balchem in accordance with the terms hereof. All Products
to be  manufactured  hereunder  shall  be  manufactured  at  the  Manufacturer's
facility in Morrisburg, Ontario, Canada (the "Facility").
                                              --------

      (b)  Orders.  Each Order  shall  specify  the amount and type of  Products
requested  and the  requested  date for  completion  and  delivery  of  Products
pursuant to the Order.  No Order shall  require the  completion  and delivery Ex
Works the Facility of Products by the  Manufacturer  hereunder in less than five
business  days unless the order can be filled from  existing  finished  Products
inventory.  With  respect to  Products  that are to be  shipped to  destinations
outside of Canada or the United  States,  no Order shall require the  completion
and delivery Ex Works the Facility of Products by the Manufacturer  hereunder in
less than ten business  days.  In addition,  no Order or  combination  of Orders
shall require (i) production of Products at the Facility on more than 4 business
days per week (each, a "Manufacturing  Day") or (ii) the production of more than
250,000  pounds  of CC 70% or more  than  1,000,000  pounds  of  Product  in the
aggregate over any one week period.

<PAGE>

      2. Raw Materials.
         -------------

      (a)  Supply by  Balchem.  Balchem  agrees to supply  and  arrange  for the
delivery to the  Facility  of, at  Balchem's  cost and  expense,  all of the raw
materials  required  for the  manufacture,  and all of the  supplies  and  other
materials required for the packaging and storage, of the Products to be produced
hereunder  (the "Raw  Materials");  provided that the  Manufacturer  and Balchem
agree to  reasonably  cooperate  and work together to determine and forecast Raw
Materials  needs and to  schedule  delivery  of Raw  Materials,  which  delivery
schedule shall be subject to the ultimate control of the  Manufacturer.  Balchem
agrees to arrange for deliveries of Raw Materials to the Facility  sufficient to
maintain  the minimum  Raw  Materials  inventory  levels set forth on Exhibit A;
provided,  however,  that  during any  period in which any of the Raw  Materials
inventory  levels at the  Facility  exceed the maximum Raw  Materials  inventory
levels set forth on Exhibit A, Balchem shall not schedule,  and the Manufacturer
shall have no obligation  to accept,  additional  deliveries  of Raw  Materials,
unless agreed to the contrary in writing by the parties.

      (b) Specifications.  All Raw Materials supplied by Balchem hereunder shall
meet the applicable  specifications,  if any, set forth with respect to such Raw
Materials on Exhibit B attached hereto (the "Raw Materials Specifications").
                                             ----------------------------

      (c)  Exclusive  Use.  The  Manufacturer  shall use all  quantities  of Raw
Materials  which  Balchem  supplies,  or  for  which  Balchem  arranges  supply,
hereunder  only for the  manufacture  of the Products  hereunder for Balchem and
shall not use any such Raw Materials for any other purpose.

      3. Title;  Risk of Loss.  Balchem shall hold title to, have full ownership
of, and bear all risk of loss with  respect to all  quantities  of the  Products
manufactured  hereunder  (including  work in  process)  and  all  Raw  Materials
delivered to the Manufacturer by Balchem hereunder.  The Manufacturer agrees and
acknowledges  that the  Manufacturer  shall have no title to any quantity of the
Products   manufactured   hereunder   (including   work  in   process)   or  any
Balchem-supplied  Raw  Materials  delivered  to the  Manufacturer.  At Balchem's
request,  the  Manufacturer  shall  execute  (to  the  extent  required  by  the
applicable jurisdiction), deliver and record such financing statements and other
instruments as Balchem may reasonably  require to evidence and perfect Balchem's
title to all quantities of the Products  manufactured  hereunder (including work
in  process)  and  all  Balchem-supplied  Raw  Materials  in the  Manufacturer's
possession.

      4. Quality Control.
         ---------------

      (a) All Products  delivered to Balchem pursuant to an Order shall meet the
specifications  for such  Products  set forth on Exhibit C attached  hereto (the
"Specifications").
 --------------

      (b) The Manufacturer shall comply with all applicable laws and regulations
and obtain all appropriate governmental approvals pertaining to the manufacture,
packaging and storage of the Products and Raw Materials hereunder.

      (c) The Manufacturer  shall,  upon the written request of Balchem,  supply
promptly  to such  address as  specified  in  Balchem's  request,  a  reasonable
quantity of samples of Products  manufactured by the  Manufacturer  hereunder in
order to enable Balchem to perform any quality testing it wishes to perform with
respect thereto.


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<PAGE>

      (d) The  Manufacturer  shall maintain  appropriate  records  regarding the
Products  and the  manufacture,  testing,  evaluation,  quality  compliance  and
storage thereof, including,  without limitation, batch records. The Manufacturer
shall permit Balchem,  upon five days' advance  written  notice,  during regular
business hours of the Manufacturer, to inspect such records.

      (e)  In  addition  to  (d)  above,   Manufacturer   shall  permit  Balchem
representatives  (at Balchem's  sole cost and expense) to be present in order to
inspect and/or witness the  manufacture of Products  hereunder upon two business
days' written notice to Manufacturer's plant manager or to Ronald C. Breen. Such
representatives'  access to the Facility shall be reasonably unencumbered during
normal business hours.

      5. Delivery.
         --------

      (a) Terms. The  Manufacturer  shall deliver the quantities of the Products
manufactured  hereunder to Balchem Ex Works (INCOTEMS 2000) the Facility at such
times as Balchem shall request  during  normal  business  hours of the Facility,
which are 8:30 a.m. to 5:00 p.m.  Monday through  Thursday and 8:30 a.m. to 4:00
p.m.  Friday.  All costs and expenses related to the loading and shipping of Raw
Materials and the shipping and delivery of finished Products  hereunder shall be
exclusively borne by Balchem.  Notwithstanding  the foregoing,  the Manufacturer
shall load or arrange for the loading of all finished Products for shipment from
the Facility, as well as the unloading of Raw Materials at the Facility.

      (b) Shipment.  Balchem shall arrange for shipment of the quantities of the
Products  manufactured by the Manufacturer for Balchem  hereunder at such times,
and  to  such  destinations,  as  Balchem  determines.  The  Manufacturer  shall
cooperate with Balchem,  and provide such  reasonable  assistance as Balchem may
reasonably  request,  in connection  with shipment of the Products  manufactured
hereunder.  The  Manufacturer  shall use such forms as Balchem  may from time to
time provide for all shipping documents for Products manufactured  hereunder and
shall,  in any event,  cause all shipping  documents  for Products  manufactured
hereunder to identify Balchem as the shipper of such Products.

      (c) Storage.  The  Manufacturer  shall store all  inventories  of finished
Products and Raw Materials at the Facility in appropriate  storage vessels until
shipment.  Such storage shall be at no additional charge to Balchem. The parties
shall cooperate to manage finished Products and Raw Materials  inventory levels;
provided,  however,  that the  Manufacturer  may, at its sole  discretion,  upon
prompt notice to Balchem,  suspend  production of the Products during any period
in which the  finished  Products  inventory  levels at the  Facility  exceed the
maximum finished Products inventory levels set forth on Exhibit D.

      6.  Acceptance  and  Rejection.  Balchem  or  a  customer  of  Balchem  (a
"Customer") shall have the right to reject any portion of the Products delivered
to Balchem or such Customer that fails to meet the Specifications; provided that
Balchem or such Customer provide the Manufacturer  with written  notification of
any such  rejection  within 60 days after delivery of the Products to Balchem Ex
Works the Facility.  If the Manufacturer has not received written notice of such
rejection  within such 60 day period,  the Products shall be deemed to have been
accepted.


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<PAGE>

      7. Price and Payment.
         -----------------

      (a) Price.  The price for the  services  provided by the  Manufacturer  to
Balchem  hereunder  (the  "Service  Price")  shall  be (i)  all  of  the  actual
reasonable  costs  incurred  by  the  Manufacturer  in  providing  the  services
hereunder during the term of this Agreement (the "Costs"),  plus (ii) 10% of the
Costs.  For clarity,  the Costs shall  include,  without  limitation,  the costs
incurred in maintaining  and operating the Facility (it being  acknowledged  and
agreed that the Facility is being operated and maintained  over the term of this
Agreement  for the sole purpose of  providing  these  services to Balchem),  all
direct  salaries,  wages  and  benefits  costs  for  employees  employed  at the
Facility, a fixed fee of $9,091 per month for salaries, wages and benefits costs
of employees  not employed at the  Facility,  and  reasonable  third party costs
involved in providing the services described herein. Conversely, the Costs shall
not include salaries,  wages and benefits costs of employees not employed at the
Facility  (except for the $9,091 per month fixed fee  described in the preceding
sentence),  logistics costs,  customer service costs and insurance  coverage for
loss of Product or Raw  Materials.  For the  purpose  of  determining  a maximum
monthly amount of Costs,  the parties agree that the Costs shall not exceed,  on
an individual  monthly basis, the average monthly actual costs of manufacture of
Products  produced  by  Manufacturer  at the  Facility  during  the  immediately
preceding 12 month  period;  provided that  production  of Products  during such
month  does not  exceed the  average  monthly  amount of  Products  produced  by
Manufacturer at the Facility  during the immediately  preceding 12 month period.
In addition, with respect to plant maintenance costs, the parties agree that (i)
any individual  plant  maintenance  or capital  project over $5,000 or any three
such  projects in the  aggregate  greater  than  $10,000,  shall be reviewed and
approved  by Balchem  prior to  execution  thereof,  (ii) the  notices and other
communications  in  connection  with  such  review  and  approval  may  be  oral
(including by telephone)  or  electronic  (including by e-mail),  and (iii) such
approval  by  Balchem  shall be  deemed  to have  been  granted  if the  project
expenditure is not expressly disapproved within 6 hours of the approval request.

      (b) Invoices and Payment.  Within three  business days after the execution
of this Agreement,  Balchem shall pay to  Manufacturer  the sum of $150,000 as a
deposit toward the Service Price (the "Deposit"),  which shall be applied to the
last month's  charges  hereunder as set forth below. On or before the 5th day of
each calendar month during the term of this Agreement,  the  Manufacturer  shall
issue an invoice to Balchem for (i) the Service Price for the services  provided
hereunder  during the preceding month and (ii) any applicable goods and services
tax payable pursuant to the Excise Tax Act (Canada); provided that to the extent
the full Service  Price for any month is not known by the date of such  invoice,
the invoice shall be based on costs known as of such date, and additional  costs
for such month may be  included  in the  invoice  for future  months.  Each such
invoice shall contain reasonably sufficient detail to allow Balchem to determine
the composition of the Service Price set out in such invoice.  Balchem shall pay
each such invoice  within five business  days of the date of such  invoice.  All
such payments  shall be made by  electronic  transfer of  immediately  available
funds to an account  specified by the  Manufacturer.  Should Balchem fail to pay
the Deposit or any invoice when due, so long as such amount remains unpaid,  (x)
interest shall accrue on the unpaid amounts at a rate equal to the lesser of 1.5
percent per month or the maximum rate permitted under applicable law and (y) the
Manufacturer may, at its sole discretion, suspend production and delivery of the
Products  (with Balchem  remaining  liable for the full Service Price during any
such  suspension).  The Deposit  shall be applied to the invoice for the Service
Price for the last month of the term of this


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<PAGE>

Agreement,  and if the Deposit  exceeds the invoice  amount for such month,  the
Manufacturer shall promptly refund such excess to Balchem by electronic transfer
of  immediately  available  funds  to an  account  specified  by  Balchem.  On a
quarterly basis, Balchem shall have the right to audit the books and records and
invoice support documentation of Manufacturer in order to verify and confirm the
Service Price upon two business days' written notice to Manufacturer.

      8. Trademarks.
         ----------

      (a)  License.  Part 1 of  Exhibit E  identifies  certain  trademarks  (the
"Balchem Trademarks") owned by Balchem.  Balchem hereby grants the Manufacturer,
during the term of this Agreement,  a license to affix the Balchem Trademarks to
any shipping or other  documentation  and to the bags or other  supplies for all
quantities of the Products manufactured by the Manufacturer hereunder.

      (b)  License.  Part 2 of  Exhibit E  identifies  certain  trademarks  (the
"Manufacturer  Trademarks"  and,  together  with  the  Balchem  Trademarks,  the
"Trademarks")  owned by the Manufacturer which appear on bags and other supplies
purchased by Balchem from the Manufacturer  pursuant to the Purchase  Agreement,
which bags and other  supplies will be used in the packaging and delivery of the
Products  pursuant to this Agreement.  The  Manufacturer  hereby grants Balchem,
during the term of this Agreement, a license to use the Manufacturer Trademarks,
as they appear on such bags and other supplies,  in connection with sales of the
Products to Balchem's customers.

      (c) Ownership of Trademarks.  Each party acknowledges that the other party
owns such  other  party's  Trademarks,  agrees  that such  party will do nothing
inconsistent  with such ownership,  and agrees that all use of the other party's
Trademarks by such party and all goodwill developed therefrom shall inure to the
benefit of such other party.  Neither  party shall  challenge  the other party's
ownership of its  Trademarks,  and neither party shall use or register any name,
trademark or service mark identical to, resembling or confusingly similar to any
of the  other  party's  Trademarks.  Each  party  agrees  that  nothing  in this
Agreement  shall  give such  party any  right,  title or  interest  in the other
party's Trademarks other than the right to use the Trademarks in accordance with
this Section 8.

      9. Warranties; Limitation of Liability.
         -----------------------------------

      (a)  Warranties.  The  Manufacturer  warrants that all  quantities of each
Product  manufactured  and packaged for Balchem  hereunder  pursuant to an Order
shall have been  manufactured  and delivered in  compliance  with such Order and
shall comply with the Specifications for such Product.

      (b)  WARRANTY  LIMITATION.   EXCEPT  AS  PROVIDED  IN  SECTION  9(a),  THE
MANUFACTURER  MAKES NO WARRANTY TO BALCHEM  WITH  RESPECT TO ANY QUANTITY OF THE
PRODUCTS  MANUFACTURED  HEREUNDER,  WHETHER  EXPRESS OR  IMPLIED,  OR ARISING BY
STATUTE OR OTHERWISE  IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE.  THE
MANUFACTURER SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY,


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<PAGE>

NON-INFRINGEMENT  OR  FITNESS  FOR A  PARTICULAR  PURPOSE  WITH  RESPECT  TO THE
PRODUCTS.

      (c)  Limitation  of  Liability.  All  and  any  liability  (including  any
indemnification obligation) as stipulated in this Agreement of the Manufacturer,
shall be limited in  accordance  with this Section  9(c). If any quantity of the
Products  manufactured  hereunder  is  found  to  breach  any of the  warranties
contained in Section 9(a), the Manufacturer's sole and exclusive obligations and
liabilities  shall be limited to issuance of credit for or  replacement  of such
quantity  that is other than as  warranted,  plus any freight  costs  related to
replacing  said  such  quantity  that is  other  than  as  warranted,  plus  any
reasonable  costs  related to the  disposal of or return and storage of any such
defective  Products.   The  Manufacturer  shall  not  have  any  liabilities  or
obligations  under the warranties  contained in Section 9(a) (i) if Balchem does
not provide the  Manufacturer  with written  notice of the claimed breach within
the 45 day period  described  in Section 6, (ii) if the  applicable  quantity of
such Product has been damaged by anyone other than the Manufacturer, or (iii) if
the applicable  quantity of such Product has defects  attributable in any way to
abuse,  misuse or mishandling by anyone other than the  Manufacturer,  including
defects attributable to defective Raw Materials that Manufacturer could not have
reasonably prevented with reasonable due diligence.  The Manufacturer's  maximum
aggregate  liability  (including  any  indemnification  obligation)  under  this
Agreement whether based on breach of contract or in tort (including  negligence)
under any warranty or otherwise  shall in no event exceed the purchase  price of
the  services  provided by the  Manufacturer  with  respect to which any related
claim is made. EXCEPT FOR ANY  INDEMNIFICATION  OBLIGATION ARISING UNDER SECTION
10 FOR  CONSEQUENTIAL  DAMAGES  INCURRED IN CONNECTION  WITH ANY PERSONAL INJURY
CLAIMS MADE BY THIRD PARTIES,  UNDER NO CIRCUMSTANCES  SHALL THE MANUFACTURER BE
LIABLE TO BALCHEM  FOR ANY  CONSEQUENTIAL,  INCIDENTAL,  PUNITIVE,  INDIRECT  OR
SPECIAL  DAMAGES,  INCLUDING  WITHOUT  LIMITATION  DAMAGE  TO  REPUTATION,  LOST
BUSINESS   OPPORTUNITIES,   LOST  PROFITS,   MENTAL  OR  EMOTIONAL  DISTRESS  OR
INTERFERENCE WITH BUSINESS OPERATIONS, RELATED TO THIS AGREEMENT.

      10. Indemnification; Insurance.
          --------------------------

      (a) By the  Manufacturer.  Subject to the limitations set forth in Section
9(c), the Manufacturer  shall  indemnify,  defend and hold Balchem harmless from
and against any and all claims, damages, liabilities, losses, judgments, awards,
settlements,  orders,  costs and  expenses  of every  sort,  including,  without
limitation,  expenses of investigation,  reasonable attorneys' fees and costs of
litigation,  resulting  from or arising out of (i) any breach in  performance by
the  Manufacturer  hereunder,  (ii)  the  infringement  of any  patent  or other
intellectual  property  rights of a third party with respect to the process used
by the  Manufacturer to manufacture the Products,  or (iii) the  infringement of
any trademark  rights of any third party by the  appearance of any  Manufacturer
Trademark on any labels or packaging materials for the Products.

      (b) By Balchem. Balchem shall indemnify,  defend and hold the Manufacturer
harmless  from and  against any and all claims,  damages,  liabilities,  losses,
judgments,  awards,  settlements,  orders,  costs and  expenses  of every  sort,
including, without limitation, expenses of investigation,  reasonable attorneys'
fees and costs of litigation, resulting from or arising out of


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<PAGE>

(i)  any  claim  relating  to the  Products  produced  by the  Manufacturer  and
delivered  to  Balchem  except to the extent  that such claim  arises out of the
failure by the  Manufacturer to manufacture such Products in accordance with the
Specifications  and other  requirements  set forth in this  Agreement,  (ii) any
breach in  performance  by Balchem  hereunder or (iii) the  infringement  of any
trademark  rights of any third party by the appearance of any Balchem  Trademark
on any labels or packaging materials for the Products.

      (c) Insurance.  During the term of this Agreement, each party hereto shall
maintain  commercial  general liability  insurance with per occurrence limits of
not less than CAD1,000,000 and products liability  insurance with per occurrence
limits of not less than  CAD1,000,000  for  property  damage,  bodily  injury or
death.  Each party agrees to name the other party as an additional  insured with
respect to the Products and the Facility, at no premium cost to the other party.
Each party shall  provide  the other  party,  when  reasonably  requested,  with
certificates  evidencing the existence of such insurance and providing that such
insurance will not be cancelled without at least ten days' written notice to the
other party.

      11. Term and Termination.
          --------------------

      (a) Term.  Subject to earlier  termination of this Agreement in accordance
with Section  11(b) and subject to extension as provided in Section  12(d),  the
term of this  Agreement  shall  begin on the date  hereof  and  shall end on the
one-year anniversary of the date hereof.

      (b) Termination. This Agreement may be terminated prior to end of the term
set forth in Section 11(a):

            (i) by mutual written consent of Balchem and the Manufacturer;

            (ii) by  Balchem,  in its sole  discretion,  upon 30  days'  written
      notice to the Manufacturer at any time after the six-month  anniversary of
      the date hereof;

            (iii)  by  Balchem   upon   delivery   of  written   notice  to  the
      Manufacturer,  if the Manufacturer  (A)  persistently  fails to supply and
      deliver in a timely manner  quantities of the Products  required by Orders
      that conform to the  Specifications  for such Products and with respect to
      which Raw  Materials  are provided in a timely manner as set forth herein,
      or (B) commits a material  breach of this Agreement and such breach is not
      cured within 30 days after Balchem gives the  Manufacturer  written notice
      thereof;

            (iv) by the Manufacturer upon delivery of written notice to Balchem,
      if Balchem (A) persistently fails to supply and deliver in a timely manner
      quantities  of  the  Raw  Materials,   conforming  to  the  Raw  Materials
      Specifications,  required for the manufacturer of the Products  hereunder,
      (B) persistently  fails to pay undisputed  amounts due to the Manufacturer
      hereunder  in a timely  manner,  or (C) commits a material  breach of this
      Agreement  and  such  breach  is  not  cured  within  30  days  after  the
      Manufacturer gives Balchem written notice thereof; and

            (v) by either party upon written  notice to the other party,  if the
      other party (A) admits in writing its  inability  to pay its debts as they
      mature,  (B) makes an assignment  for the benefit of any of its creditors,
      (C) commences any proceeding in bankruptcy or for


                                       7
<PAGE>

      reorganization,  or for the  adjustment of any of its debts,  and any such
      proceeding is not discharged within 60 days of commencement,  or (D) has a
      receiver,  custodian or trustee  appointed for any substantial  portion of
      its  assets,  or has  any  proceeding  commenced  for its  dissolution  or
      liquidation,  and such  receiver,  custodian or trustee is not  discharged
      within 60 days of appointment or such proceeding is not discharged  within
      60 days of commencement.

      (c) Effect of Termination.  Termination of this Agreement shall not affect
any right,  obligation or remedy of a party accruing prior to the effective date
of termination;  provided,  however,  that if a party  terminates this Agreement
pursuant to Section  11(b)(iii),  11(b)(iv) or 11(b)(v),  such terminating party
may also elect to terminate any Order  outstanding  as of the effective  date of
such termination by stating in the terminating  party's  termination notice that
the terminating party has so elected.  Notwithstanding  anything to the contrary
contained in this Agreement,  this Section 11 and Sections 3, 8(c), 9, 10 and 12
of this Agreement shall survive any termination of this Agreement.

      12. General Provisions.
          ------------------

      (a) Notice.  Except as specifically set forth herein,  any notice required
or permitted to be given under this Agreement shall be deemed to have been given
for all  purposes  hereunder  if given in  writing  and  delivered  by hand,  by
certified  mail return receipt  requested,  by a nationally  recognized  express
courier service or by confirmed facsimile  transmission,  in each case addressed
as follows:


if to Balchem:                BCP Ingredients, Inc.
                              c/o Balchem Corporation
                              52 Sunrise Park Road
                              PO Box 600
                              New Hampton, New York 10958
                              Attn: Dino A. Rossi
                              President
                              Facsimile (845) 326-5702

                              Copies to:

                              Balchem Corporation
                              52 Sunrise Park Road
                              PO Box 600
                              New Hampton, New York 10958
                              Attn:  Matthew Houston, General Counsel
                              Facsimile:  (845) 326-5702

if to the Manufacturer:       Chinook Global Limited


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<PAGE>

                              224 Holt Line W.,
                              Sombra, ON., Canada
                              N0P 2H0
                              Attn:  Ronald C. Breen CFO

                              Copies to:

                              Dean R. Lacy
                              64 Riverdale Dr.,
                              Covington, LA 70433

                              Robinson, Bradshaw & Hinson, P.A.
                              101 North Tryon Street, Suite 1900
                              Charlotte, NC  28246
                              Attn:  Richard S. Starling
                              Facsimile:  (704) 378-4000

                              Harrison Pensa, LLP
                              450 Talbot St.,
                              London, ON., Canada
                              N6A 4K3
                              Attn:  J Peter Spence
                              Facsimile:  (519) 667-3362

or to such other  address for a party as such party shall  designate  by written
notice to the other party given in accordance with this Section 12(a).  Any such
notice  shall be deemed to have been given upon  receipt on the day of  delivery
when  delivered by hand,  on the third  business  day after  dispatch if sent by
certified  mail,  on the first  business  day after  dispatch if sent by express
courier,  when  transmitted  if sent by confirmed  facsimile  transmission  on a
business  day  and on the  first  business  day  after  transmission  if sent by
confirmed facsimile transmission on a day that is not a business day.

      (b)  Taxes.  Balchem  shall be  obligated  to pay all,  and  shall  not be
entitled to  reimbursement  from the Manufacturer for the amount of any, excise,
import,  sales, use or other taxes or duties,  any license fees or other charges
or increases  thereof due in  connection  with the  manufacture,  packaging  and
storage of the Products  hereunder.  Any charges for such taxes by  Manufacturer
shall  be  net  of  any   corresponding   refunds  of  such  taxes  received  by
Manufacturer.

      (c) Regulatory  Filings.  Balchem shall fulfill all approval and reporting
requirements of applicable  federal,  state and provincial  regulatory  agencies
with respect to the sale of the Products supplied by the Manufacturer hereunder,
provided that the  Manufacturer  shall  cooperate  with Balchem in providing any
data or other information  readily available to the Manufacturer  concerning the
Products  which will enable  Balchem to secure the  approvals  necessary for the
Products.

      (d) Force Majeure.  Neither party shall be liable  hereunder for any delay
in  performance  on  nonperformance  hereunder  to  the  extent  such  delay  or
nonperformance is caused


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<PAGE>

by an event, occurrence, or circumstance beyond such party's reasonable control,
including fire, flood,  explosion,  storm,  hurricane,  strike, lockout or other
labor  dispute,  shortage of raw materials,  riot,  war,  rebellion,  accidents,
natural  catastrophe or other acts of God, or acts of  governmental  authorities
(each, a "Force  Majeure  Event").  A party  delaying  performance or failing to
perform hereunder due to a Force Majeure Event shall (i) promptly give the other
party written notice thereof,  setting forth the cause and expected  duration of
any delay and (ii) take necessary  actions to eliminate,  cure and overcome such
cause to the extent possible and resume  performance  hereunder.  If one or more
Force Majeure Events occur during the term of this Agreement,  the term shall be
automatically  extended  for the  period  or  periods  during  which  a  party's
performance is delayed or prevented by such event or events. In addition, during
the  continuation  of a Force Majeure Event affecting the  Manufacturer,  to the
extent requested by Balchem, the Manufacturer shall assist Balchem, at Balchem's
expense, in arranging for the manufacture,  packaging and storage of Products by
a third party  acceptable to Balchem in quantities  sufficient to meet Balchem's
requirements for Products during the continuation of such event.  "Force Majeure
Events" shall include,  in the case of Manufacturer,  the disapproval by Balchem
of a plant  maintenance  or capital  project  pursuant to Section 7(a),  but the
preceding three sentences shall not apply to any such Force Majeure Event.

      (e)  Confidential  and Proprietary  Information.  The parties agree not to
disclose  to any third  party (but  specifically  excluding  any  affiliates  or
representatives  of the parties) and not to use,  except for the purpose of this
Agreement,  any  technical  or  commercial  information  of  a  confidential  or
proprietary nature that is not generally known in the industry and that is first
made available to either of the parties by the other party or which either party
may  have  learned  from  the  other  party  in the  course  of  this  Agreement
("Confidential  Information").   Notwithstanding  the  foregoing,  a  party  may
disclose  any  Confidential  Information  of the  other  if  required  by law or
judicial  process;  provided,  the party subject to such law or process notifies
the other party and  reasonably  cooperates,  at the other party's  expense,  in
efforts to prevent or limit such  disclosure.  This provision  shall survive any
termination   of  this   Agreement  and  shall  continue  with  respect  to  any
Confidential Information for two years.

      (f) Governing Law;  Jurisdiction.  This Agreement shall be governed by the
substantive  laws of the State of Delaware,  without  regard to the conflicts of
laws  principles  thereof.  The state and federal  courts located in the Eastern
District of Michigan shall have exclusive jurisdiction over any disputes arising
under this  Agreement.  The  United  Nations  Convention  on  Contracts  for the
International Sale of Goods shall not govern this Agreement,  the performance of
any obligations hereunder or any aspect of any dispute arising hereunder.

      (g)  Relationship  Of Parties.  The  Manufacturer  is and shall  remain an
independent  contractor with respect to Balchem.  Neither the  Manufacturer  nor
Balchem shall be considered  the agent of the other for any purpose  whatsoever,
and neither the  Manufacturer  nor Balchem has any  authority  to enter into any
contracts or assume any  obligations  for the other or to make any warranties or
representations  on behalf of the  other.  Nothing  in this  Agreement  shall be
considered to establish a partnership or joint venture  relationship between the
Manufacturer and Balchem.

      (h) Amendment;  Conflicting  Terms.  This Agreement may be amended only by
means of a writing  signed by both parties  hereto.  The terms of this Agreement
shall control over


                                       10
<PAGE>

any  inconsistent  terms  contained  in any  form of  Order,  purchase  order or
acknowledgement  issued  by  either  party.  If any  offer,  acceptance,  Order,
purchase  order or  acknowledgement  contains any terms or  conditions  that are
inconsistent with those contained  herein,  such terms and conditions are hereby
rejected by both parties hereto.  The parties may vary or deviate from the terms
of this Agreement  with respect to any Order only by means of a writing,  signed
by both parties,  that  expressly  refers to this  Agreement and states that the
terms of such Order take precedence over this Agreement.

      (i) Waivers.  Except as otherwise provided in this Agreement,  any failure
of  either  party to  comply  with  any  obligation,  representation,  warranty,
covenant, agreement or condition herein may be waived by the other party only by
a written  instrument signed by the party granting such waiver,  but such waiver
or  failure   to  insist   upon   strict   compliance   with  such   obligation,
representation,  warranty, covenant, agreement or condition shall not operate as
a waiver of, or estoppel with respect to, any subsequent or other failure.

      (j) Entire  Agreement.  This  Agreement,  including the Exhibits  attached
hereto, constitutes the entire Agreement between the parties with respect to the
subject  matter  hereof  and  supersedes  any  prior  or  other   agreements  or
understandings between the parties with respect thereto.

      (k)  Severability.  Any  part of this  Agreement  held  to be  invalid  or
unenforceable  shall  be  deemed  ineffective  to  the  extent  thereof  without
affecting the validity or enforceability of any other part of this Agreement.

      (l)  Assignment;   Third-Party  Rights.  Neither  party  may  assign  this
Agreement or delegate any of its obligations hereunder without the prior written
consent of the other party,  which consent  shall not be withheld  unreasonably;
provided,  however,  that  either  party may assign this  Agreement  without the
consent of the other party to any purchaser of all or  substantially  all of the
assets of the party  wishing to make such  assignment.  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 person or entity any
legal or equitable right, remedy or claim.

      (m) Counterparts; Execution. This Agreement may be executed in one or more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument. The exchange of copies of
this Agreement and of signature pages hereto by facsimile or e-mail transmission
shall constitute  effective  execution and delivery of this Agreement,  and such
copies  may be  used  in  lieu  of the  original  Agreement  for  all  purposes.
Signatures of the parties  transmitted by facsimile or e-mail shall be deemed to
be their original signatures for all purposes.

      (n)  Currency;  Setoff.  All  payments  required  to be  made  by a  party
hereunder  shall be made in United States Dollars and the use of the dollar sign
herein and all other  references  to dollars  herein  are  references  to United
States  Dollars  unless  specifically  provided  otherwise  herein.  The parties
expressly agree that Balchem shall not be entitled to set off any amounts due by
Balchem to the Manufacturer hereunder or pursuant to any other agreement between
Balchem


                                       11
<PAGE>

and the  Manufacturer  against any amounts due from the  Manufacturer to Balchem
hereunder  or  pursuant  to  any  other   agreement   between  Balchem  and  the
Manufacturer.

      (o) Interpretation.  The section and subsection headings contained in this
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties and shall not in any way affect the meaning or  interpretation of
this Agreement.

                         [Signatures on following page.]


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<PAGE>

      IN WITNESS  WHEREOF,  the parties hereto have caused their duly authorized
representatives  to execute and deliver  this  Tolling  Agreement as of the date
first set forth above.


                                    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
                                           -------------------------------------


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