LICENSE AGREEMENT

      This Agreement is made as of this 1st day of May, 2001 between
PHIBRO-TECH, INC., a Delaware corporation, with offices at One Parker Plaza,
Fort Lee, New Jersey 07024 (hereinafter referred to as "Licensor") and Nufarm,
Inc., a Delaware corporation, with offices at 1333 Burr Ridge Parkway, Suite
125A, Burr Ridge, Illinois 60521 (hereinafter referred to as "Licensee").

                              W I T N E S S E T H :

      WHEREAS, in the course of research conducted by or under the auspices of
Licensor, those employees of Licensor named as inventors in Section 1.2 below
(each an "Inventor" and collectively the "Inventors") have produced the
invention described in the patent application referred to in Section 1.2 (the
"Invention"); and

      WHEREAS, pursuant to the employment arrangements between the Inventors and
the Licensor, Licensor is the owner of the interests of the Inventors in the
Invention, any patents resulting therefrom and the Licensed Technology (as
defined below); and

      WHEREAS, substantially contemporaneously herewith Licensee is purchasing
from Licensor substantially all of the Agtrol Division of Licensor and certain
of its Affiliated Companies, other than the Invention, Licensed Technology and
certain other assets, pursuant to certain purchase agreements dated as of May 1,
2001, among Licensor and Licensee and certain Affiliated Companies of such
entities; and, in connection with such acquisition, substantially
contemporaneously herewith, Licensee is agreeing to purchase all of its
requirements of certain products from Licensor, pursuant to two certain Supply
Agreements of even date herewith between Licensor and Licensee and one of its
Affiliated Companies (the "Supply Agreements"); and

      WHEREAS, Licensee wishes to obtain an exclusive license to the Licensed
Technology and Invention in order to make, use and sell Licensed Products and
practice Licensed Processes (as defined below) in the Field, and Licensor is
willing to grant such an exclusive license to Licensee subject to the terms and
conditions hereof; and

      WHEREAS, Licensee wishes to obtain a non-exclusive license to the Licensed
Technology and Invention in order to make, use and sell Licensed Products and
practice Licensed Processes (as defined below) outside the Field anywhere in the
Territory; and Licensor is willing to grant such a non-exclusive license to
Licensee subject to the terms and conditions hereof;

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties agree as follows:

1.    Definitions

      1.1   "Affiliated Company" means in respect of a party to this Agreement
            any entity which, by means of the majority of shares or otherwise,
            is controlled by such party, is controlling such party or is under
            common control with such party. A corporation or other entity shall
            be regarded as in control of another corporation or entity if it
            owns or directly or indirectly controls more than fifty percent
            (50%) of


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            the voting stock or other ownership interest of the other
            corporation or entity, or if it possesses, directly or indirectly,
            the power to direct or cause the direction of the management and
            policies of the corporation or other entity.

      1.2   "Application" means the provisional patent application specified in
            Schedule 1.2 delivered contemporaneously herewith.

      1.3   "Confidential Information" means all information, know-how, data,
            technical or non-technical and commercial information provided by
            one party to the other.

      1.4   "Field" means the manufacture of (i) all fungicide products and (ii)
            the pesticide products sold by Licensee or an Affiliated Company of
            Licensee other than Chlorothalanil and other products produced or
            sold by Licensor or an Affiliated Company of Licensor.

      1.5   "Improvements" means research of and developments, enhancements,
            modifications and other improvements to the Invention, Licensed
            Technology, Licensed Processes or Licensed Products developed, made
            or obtained by or on behalf of a party, or used by a party,
            including without limitation, to use, practice, commercialize or
            exploit the Invention, Licensed Technology, Licensed Process or
            Licensed Product, or to make, have made, use, lease or sell Licensed
            Products or practice Licensed Processes.

      1.6   "Intellectual Property" collectively means the Application,
            Invention, Licensed Patent and Licensed Technology.

      1.7   "Licensed Patents" means the Application, all corresponding
            applications made in or outside the United States and claiming
            priority therefrom (including but without limiting the generality of
            the foregoing, any application or other filing made under the Patent
            Cooperation Treaty), and any patents that issue on the Application
            or applications related to or based upon the Application by priority
            claim, together with all related United States, European and other
            patents and patent applications, and any divisions, continuations,
            continuations-in-part, reissues, re-examinations, registrations,
            divisional and substituted patents and applications, additions,
            counterparts or extensions to any of the said patent applications or
            patents.

      1.8   "Licensed Products" means tangible materials which, in the course of
            use or sale would, in the absence of this Agreement, prior to the
            issuance of the Licensed Patents, infringe one or more claims of the
            applications included within the Licensed Patents if issued in such
            form or, after the issuance of the Licensed Patents, infringe one or
            more claims of the Licensed Patents that have not been held invalid
            or unenforceable by an unappealed or unappealable judgment of a
            court of competent jurisdiction.

      1.9   "Licensed Process(es)" means processes which, in the course of being
            practiced would, in the absence of this Agreement, prior to the
            issuance of the Licensed Patents, infringe one or more claims of the
            applications included within the Licensed Patents if issued in such
            form or, after the issuance of the Licensed


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<PAGE>

            Patents, infringe one or more claims of the Licensed Patents that
            have not been held invalid or unenforceable by an unappealed or
            unappealable judgment of a court of competent jurisdiction.

      1.10  "Licensed Technology" includes the information from time to time
            contained in the Application, together with all scientific and
            commercial information, including, without limiting the generality
            thereof, all designs, drawings, technical and non-technical
            information and materials, know-how and other intellectual property,
            data, specifications, test results, and other information relating
            to the Invention or the manufacture, use or sale of Licensed
            Products or practice of Licensed Processes, and developed or
            acquired by Licensor prior to the date hereof.

      1.11  "Term" is described in Section 5.1.

      1.12  "Territory" means the entire world.

2.    Grant of License

      2.1   Exclusive License. (a) On the terms and subject to the conditions
            set forth in this Agreement, Licensor grants to Licensee an
            exclusive, fully-paid, royalty-free, right and license to use,
            operate, maintain and enhance, practice, commercialize and exploit,
            in the Field, the following in the Territory: (i) the Invention;
            (ii) the Licensed Processes; and (iii) the Licensed Patents and the
            Licensed Technology, including the exclusive right and license, in
            the Territory, to make, have made by an Affiliated Company or third
            party (subject to the proviso in Section 2.2(b) below), manufacture,
            use, import, lease, sell, offer to sell, and otherwise transfer and
            dispose of Licensed Products and practice Licensed Processes in the
            Field and to further develop, enhance, modify and improve the
            Invention and the Licensed Technology and Licensed Patents in the
            Field, and to practice unpatented processes in the Field and use
            unpatented information and know-how included within the Invention or
            the Licensed Technology in the Field. Licensor hereby represents and
            warrants to Licensee that it has not granted any of the foregoing
            rights to any third party by license or otherwise.

            (b) Non-exclusive License. On the terms and subject to the
            conditions set forth in this Agreement, Licensor grants to Licensee
            a non-exclusive, fully-paid, royalty-free, right and license to use,
            operate, maintain and enhance, practice, commercialize and exploit,
            outside the Field, the following in the Territory: (i) the
            Invention; (ii) the Licensed Processes; and (iii) the Licensed
            Patents and the Licensed Technology, including the non-exclusive
            right and license, in the Territory, to make, have made by an
            Affiliated Company or third party (subject to the proviso in Section
            2.2(b) below), manufacture, use, import, lease, sell, offer to sell,
            and otherwise transfer and dispose of Licensed Products and practice
            Licensed Processes and to further develop, enhance, modify and
            improve the Invention and the Licensed Technology and Licensed
            Patents outside the Field, and to practice unpatented processes
            outside the Field and use unpatented information and know-how
            included within the Invention or the Licensed Technology outside the
            Field.


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<PAGE>

      2.2   Sublicense. The rights and license granted herein to Licensee are
            for the sole use and benefit of Licensee. Licensee shall not be
            entitled to sublicense or otherwise transfer any or all of its
            rights under this Agreement for any purpose whatsoever; provided,
            however, that (a) Licensee may transfer all of its rights hereunder
            to an Affiliated Company and (b) Licensee may transfer its right to
            manufacture the Licensed Products using the Licensed Processes to a
            third party one year prior to the date on which the Supply Agreement
            related to Licensor's facility in Sumter, South Carolina terminates
            as a result of a notice of non-renewal in respect of such Supply
            Agreement; provided, however, that no such sublicense in (b) shall
            diminish any obligations of Licensee and any of its Affiliated
            Companies under either of the Supply Agreements.

      2.3   No Implied License. No right or license is granted or implied to
            Licensee or any person claiming through or on behalf of Licensee
            under any patent or patent application or other technology other
            than as specifically set forth in Section 2.1.

      2.4   Improvements Developed Solely by Licensee. Licensee has the right to
            make Improvements. Licensee shall have all right, title and interest
            to all Improvements made by or on behalf of Licensee (excluding
            Improvements and other technologies made by Licensor in accordance
            with Section 2.6 or made jointly by Licensee and Licensor in
            accordance with Section 2.5 and shall license to Licensor on a
            non-exclusive basis all Improvements at no additional cost.

      2.5   Improvements Developed Jointly by Licensee and Licensor. Each of
            Licensee and Licensor shall have an equal undivided ownership
            interest in and to any Improvements developed jointly by Licensee
            and Licensor.

      2.6   Improvements Developed Solely by Licensor. Licensor shall have all
            right, title and interest to all Improvements made by or on behalf
            of Licensor after the date hereof (excluding Improvements and other
            technologies made by Licensee in accordance with Section 2.4 or made
            jointly by Licensee and Licensor in accordance with Section 2.5) and
            shall license to Licensee on a non-exclusive basis all Improvements
            at no additional cost.

      2.7   Reservation of Rights. Licensor reserves unto itself rights with
            respect to the Intellectual Property and other rights licensed to
            Licensee hereunder, to the extent necessary or appropriate to
            perform its duties and responsibilities under the Supply Agreements,
            and for research and development purposes and to make Improvements.

3.    No Payment By Licensee

            Fully-paid License. The licenses granted herein shall be fully paid,
            and no initiation, milestone, royalty or other payments shall be due
            in respect of the manufacture, use or sale of Licensed Products or
            practice of Licensed Processes.


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<PAGE>

4.    Confidentiality

      4.1   Confidentiality Obligations. (a) A party receiving Confidential
            Information hereunder will protect such Confidential Information of
            the disclosing party from unauthorized disclosure to third parties
            with the same degree of care as the receiving party uses for its own
            similar information but no less than due care. The foregoing
            obligation shall not apply to any information which is:

                  (i) shown to be in the public domain as evidenced by documents
            which were generally published prior to such disclosure or known or
            in possession of the receiving party prior to the disclosure of the
            information by the other party;

                  (ii) subsequently received from outside parties having the
            right to divulge the same;

                  (iii) or becomes part of the public domain through no fault or
            disclosure by the receiving party; or

                  (iv) necessarily disclosed in the course of and for the
            purpose of complying with governmental regulations.

            Any existing or prospective affiliates, consultants or scientific
            advisers who are recipients of information hereunder shall be under
            the same obligation of confidentiality with respect to such
            information as the disclosing party.

            (b) Subject to Section 4.2, neither party shall disclose or make
            available to any person, firm or entity a copy, summary or extract
            of this Agreement or any of the terms hereof except to the extent
            reasonably required for compliance with securities and other laws
            and accounting requirements.

            (c) The parties shall only disclose Confidential Information of the
            other to their respective employees who have a need to have access
            to such Confidential Information.

            (d) During the Term, Licensee covenants and agrees with Licensor
            that it will not disclose Licensed Technology, including without
            limitation, the contents of any pending unissued claims in the
            patent applications included in the Licensed Patents, to any third
            party, provided that this obligation shall not apply to such part of
            the Licensed Technology (other than the contents of any patent
            applications included in the Licensed Patents) as shall become part
            of the public domain through the efforts of Licensor or Licensee in
            accordance with Article 8 hereof, and without the fault or
            disclosure by Licensee other than in accordance with Article 8
            hereof, after the issuance of the Licensed Patents in the United
            States or the European Patent Office; it being understood that no
            exceptions to such obligation of confidentiality in this Section 4.1
            shall permit disclosure of any content of the Application by
            Licensee.

      4.2   Publicity. Neither party shall originate any publicity, news release
            or other announcement, written or oral, relating to the existence or
            the terms or conditions


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<PAGE>

            of this Agreement without the prior written consent of the other
            party, except, in the case of a party with securities registered for
            public trading, as may be necessary in the reasonable opinion of
            counsel to such party to comply with applicable law or pursuant to
            the requirements of any governmental authority, and in any such
            event each party shall give the other party as much advance notice
            as is reasonably possible under the circumstances.

      4.3   Export Control Regulations. To the extent that United States Export
            Control Regulations are applicable, Licensee shall not, without
            having first fully complied with such regulations, (a) transfer any
            unpublished technical data obtained or to be obtained from Licensor
            to a destination outside of the United States, or (b) knowingly
            ship, directly or indirectly, any product produced using such
            unpublished technical data to any destination outside the United
            States.

5.    Term; Termination

      5.1   Term. The term of the licenses granted hereunder shall commence upon
            the signing hereof and, unless sooner terminated, shall continue for
            the life of any applicable Licensed Patent, and shall expire on a
            country by country basis when the last to expire Licensed Patent in
            such country expires; provided, however, that with respect to an
            Application filed in a particular country, if a patent is not
            ultimately issued on the Application by a competent governmental
            authority in such country, the term of the licenses granted
            hereunder shall be twenty (20) years from the date of the execution
            of this Agreement (the "Term").

      5.2   Termination. (a) If during the Term

                  (i) Licensee or Licensor commits a breach of any term or
            condition of this Agreement and does not remedy such breach within
            thirty (30) days after the date of receipt of a written notice from
            the other party requiring such remedy; or

                  (ii) Licensee or Licensor becomes insolvent or has a receiver
            or a trustee appointed over the whole or any part of its assets or
            if any order be made or resolution passed for its winding up or if
            in the case of Licensee any analogous step or proceedings are taken
            pursuant to the laws of its place of incorporation (other than for
            the purpose of reconstruction or amalgamation if any new legal
            entity so formed agrees to enter into an agreement with the other
            party under the same terms and conditions as this Agreement),

            THEN

            in any such case the other party may by written notice forthwith
            terminate this Agreement.

            (b) If during the Term, (i) either Licensee or Licensor undergoes an
            effective change in control, such that more than fifty percent (50%)
            of the voting stock of Licensee or Licensor, respectively, is owned
            or controlled by another entity or corporation, and (ii) the new
            controlling entity or corporation does not agree to the terms,
            responsibilities and obligations agreed to by the party subject to
            the change


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<PAGE>

            of control hereunder, then the party not subject to the change in
            control may by written notice forthwith terminate this Agreement.

      5.3   Effect of Termination. Expiration or termination of any or all of
            this Agreement shall not relieve the Licensee and Licensor of any
            obligation accruing or accrued prior to expiration or termination
            and in particular the provisions of Sections 4 and 6 shall continue
            to apply and survive.

6.    Indemnity and Insurance

      6.1   Indemnification by Licensee. Licensee shall indemnify and hold
            harmless Licensor, its respective directors, officers, employees and
            agents, from and against any and all demands, losses, damages,
            liabilities, claims (including claims of infringement of any patent
            or property right of a third party except such infringements of
            which Licensor had prior knowledge and failed to notify Licensee and
            except for any claims for which Licensor indemnifies Licensee
            pursuant to either of the Supply Agreements), and costs and expenses
            incidental thereto (including costs of investigation, defense,
            settlement and reasonable attorneys' fees) which any or all of them
            may hereafter incur, be responsible for or pay out, which arise out
            of or are in any way connected with (i) Licensee's breach of any
            term or provision of this Agreement, or (ii) any loss, injury
            (including death), illness, damage (whether personal or property) or
            product liability arising out of the exercise by the Licensee of its
            rights under this Agreement other than any product liability arising
            out of Licensor's activities under either of the Supply Agreements,
            including without limitation, the use by Licensee or any person
            claiming through or on behalf of Licensee of any Licensed Product or
            use or practice of any method or process related to the Licensed
            Patents or Licensed Process or Licensed Technology, or any use, sale
            or other disposition or commercialization of any of the Licensed
            Products, Licensed Processes, Licensed Patents or Licensed
            Technology or (iii) any statement, representation or warranty of
            Licensee or other transferee with respect thereto; but in any event
            excluding any claim to the extent Licensor is responsible to
            indemnify Licensee under Section 6.1(b).

            (b) Indemnification by Licensor. Licensor shall indemnify and hold
            harmless Licensee, its respective directors, officers, employees and
            agents, from and against any and all demands, losses, damages,
            liabilities, claims (including claims of infringement of any patent
            or property right of a third party except such infringements of
            which Licensee had prior knowledge and failed to notify Licensor),
            and costs and expenses incidental thereto (including costs of
            investigation, defense, settlement and reasonable attorneys' fees)
            which any or all of them may hereafter incur, be responsible for or
            pay out, which arise out of or are in any way connected with (i)
            Licensor's breach of any term or provision of this Agreement, or
            (ii) any statement, representation or warranty of Licensor or other
            transferee with respect thereto; but in any event excluding any
            claim to the extent Licensee is responsible to indemnify Licensor
            under Section 6.1(a).

      6.2   Insurance. Licensee shall maintain public and product liability
            insurance for the Term and thereafter with respect to the
            manufacture and sale of Licensed Products


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<PAGE>

            and use of Licensed Processes by Licensee, and shall ensure that at
            all times the insurance coverage is for a minimum amount
            commensurate with standard industry practices and will be in place
            on or before the date of the first commercial sale of Licensed
            Products or any use of a Licensed Process. Licensee shall provide
            that any parties involved in the manufacture and/or sale of Licensed
            Products or practice of Licensed Processes through it or on its
            behalf (other than the Licensor) shall maintain product liability
            insurance with respect to the manufacture and/or sale of Licensed
            Products and use of a Licensed Process to a similar minimum limit.
            Licensee shall maintain such insurance for so long as it continues
            to manufacture and/or sell Licensed Products or use Licensed
            Processes, and thereafter for so long as commercially reasonably
            necessary.

7.    Representations and Warranties

            Licensor hereby represents and warrants to Licensee that:

      7.1   Licensor has provided to Licensee in writing the Application, all
            inventions and know-how existing, on or before the date hereof that
            are associated with the Application, the Licensed Patents, the
            Licensed Products, the Licensed Process(es) and the Licensed
            Technology. The Licensor owns all of the Inventors' right, title and
            interest in the Invention claimed in the Application.

      7.2   Licensor has not received any notice of a claim of infringement or
            misappropriation of any alleged rights asserted by any third party
            in relation to the Licensed Patent, the Licensed Products, the
            Licensed Technology, the Licensed Process(es), or the Invention.

      7.3   Licensor owns the Intellectual Property and has the full right and
            power to grant the licenses set forth in Section 2.1. There are no
            assignments, grants, licenses, encumbrances, obligations or
            agreements that are or would be inconsistent with the rights granted
            to Licensee under this Agreement and there are no pending claims
            against the Intellectual Property that would negatively affect
            Licensee's rights to use the Intellectual Property hereunder, and to
            the knowledge of Licensor, the use of the Intellectual Property as
            granted hereunder does not infringe, misappropriate or misuse the
            intellectual property or other rights of any third party.

      7.4   Licensor has taken, and will continue to take, the commercially
            reasonable measures and precautions necessary to protect and
            maintain the confidentiality of such intellectual property.

            Except as set forth herein, LICENSOR MAKES NO OTHER WARRANTIES,
            EITHER EXPRESS OR IMPLIED, AS TO THE MERCHANTABILITY OR FITNESS OF
            THE LICENSED PRODUCTS OR LICENSED PROCESS FOR A PARTICULAR PURPOSE
            and Licensee shall make no statements, representations or warranties
            whatsoever to any third parties that are inconsistent with such
            disclaimer by Licensor.


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<PAGE>

            Licensee acknowledges that until a Licensed Patent issues in the
            name of Licensor, Licensee may not be able to enforce its patent or
            other rights granted hereunder to prevent other entities (who did
            not receive such technology from Licensor or any successor or
            predecessor in interest) from using technology which may be included
            in the unissued claims of Licensed Patents or other Licensed
            Technology and independently developed. Licensee further
            acknowledges that Licensor does not guarantee that the Application
            shall issue or the scope of the claims therein, nor any degree of
            exclusivity (a) even after Licensed Patents are granted to the
            extent a Licensed Product or Licensed Process involves an aspect
            which is not covered by the Licensed Patents but is covered by
            rights of a third party (who did not receive such technology from
            Licensor or any predecessor in interest) and independently
            developed, or (b) with respect to unpatentable information which
            becomes part of the public domain through the efforts of Licensee
            and without the fault of or disclosure by Licensor.

            Except as set forth herein, Licensor hereby disclaims all warranties
            relating to the Licensed Patents and Licensed Technology, express or
            implied. Without limiting the generality of the foregoing, Licensor
            expressly does not warrant (i) the patentability of the Invention or
            Licensed Technology, (ii) the accuracy of any information contained
            in the Application or Licensed Technology, or (iii) the accuracy,
            safety, or usefulness for any purpose of the Invention described in
            the Application, the Licensed Patents and/or the Licensed
            Technology.

8.    Patent Prosecution

      8.1   Prosecution. During the Term, Licensor shall use commercially
            reasonable efforts to diligently prosecute and maintain the
            Application, the Licensed Patents and Licensed Processes. If
            Licensor decides not to seek patent protection on an invention
            included as Licensed Technology which may reasonably be patentable,
            or decides to allow any of the patents or patent applications
            included as Licensed Patents to be abandoned or to lapse, Licensor
            shall give Licensee written notice of that decision at least ninety
            (90) days prior to the first date that action may be taken to
            preserve the right to seek patent protection, or to avoid such
            abandonment or lapse, and Licensee, shall have the right to assume,
            by written notice to Licensor, the prosecution or maintenance of
            said patent applications, at its own expense. Licensor covenants
            that during the Term Licensor shall provide Licensee with copies of
            all substantive communications to and from patent offices regarding
            the Application and the Licensed Patent reasonably promptly after
            the receipt or submission thereof.

      8.2   Licensee Cooperation. Licensee agrees to cooperate with Licensor in
            Licensor's preparation, filing, prosecution and maintenance of the
            Application, Licensed Patents and Licensed Processes. Licensee shall
            bear its own costs in connection with such cooperation with
            Licensor; provided, however, that Licensee shall have no obligation
            to incur any third party expenses in connection therewith.

      8.3   Foreign Patent Applications. Licensor has filed a patent application
            with respect to the Licensed Patents in the foreign jurisdictions
            listed on Schedule 8.3 delivered contemporaneously herewith.
            Licensee may request Licensor, and


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<PAGE>

            Licensor shall, file a patent application with respect to the
            Licensed Patents or Licensed Processes in any jurisdiction other
            than the United States and the jurisdictions listed on Schedule 8.3.
            If Licensor files a patent application with respect to the Licensed
            Patents or Licensed Processes in any jurisdiction other than the
            United States and those listed on Schedule 8.3, Licensee agrees to
            reimburse Licensor for its pro rata share of patent costs incurred
            by Licensor for such filings requested by Licensee, provided that
            Licensor has given Licensee thirty (30) days written notice of the
            filing of the foreign application (which notice shall offer a
            reasonable estimate of anticipated prosecution and maintenance
            expenses in that jurisdiction) and during a period of fifteen (15)
            days following the giving of such written notice, Licensee does not
            notify Licensor that it agrees to exclude from this Agreement and
            the license granted hereunder the territory of that foreign
            jurisdiction. Licensee's pro rata share of such patent costs shall
            be divided equitably between Licensor and Licensee.

      8.4   Patent Costs. Licensee shall pay its share of patent costs set forth
            in Section 8.3 within thirty (30) days of receipt of an invoice from
            Licensor for same. Patent costs may include all documented
            out-of-pocket costs incurred in connection with filing a Licensed
            Patent and obtaining and maintaining a Licensed Patent, including
            governmental filing, issue and maintenance fees, draftsmen's
            charges, foreign agent fees and attorneys' fees.

      8.5   Markings. Licensee shall apply the patent marking notices required
            by the law of any country where Licensed Products are made, sold or
            used in accordance with the applicable patent laws of that country.

9.    Infringement of Patent Rights

      9.1   Infringement of Third Party Patents

            If Licensee shall become aware of the institution of proceedings or
            the threatened institution of proceedings or be sued by a third
            party for infringement of a Patent because of the use, manufacture
            or sale of Licensed Products, or practice of a Licensed Process,
            Licensee shall promptly notify Licensor in writing of the
            institution of such proceeding or suit, and the parties shall
            consult together with respect to the course of action to be taken.
            Unless otherwise agreed, in the case of legal proceedings, Licensor
            shall have the first and prior right, if it so elects, to control
            the defense of such suit at its own expense; in which event Licensee
            shall have the right to be represented by counsel of its own
            selection, and shall co-operate fully in the defense and settlement
            of such suit and furnish to Licensor all evidence and assistance in
            its control. In the event Licensor elects not to control the defense
            of such suit, Licensee can control the defense of such suit at an
            expense to be shared equally between Licensee and Licensor. Neither
            party shall settle the same in any manner without the prior written
            consent of the other; provided, however, that the party controlling
            the defense shall be free to settle the same without the consent of
            the non-controlling party if by the settlement the scope of the
            rights of the non-controlling party hereunder would not be reduced
            or diminished in any material respect.


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<PAGE>

10.      Enforcement of Patent Rights

      10.1  Disclosure. Each party shall promptly notify the other in writing of
            any facts that may affect the validity, scope or enforceability of a
            Licensed Patent. Each party shall notify the other promptly in
            writing of any infringement of a Licensed Patent that becomes known
            to such party. The parties shall cooperate with each other in
            attempting to eliminate the infringement identified.

      10.2  Rights to Enforce. Licensor shall have the right, but not the
            obligation, to enforce the Licensed Patents against any
            infringement. In the event of infringement by a third party of any
            Licensed Patents within the Field which Licensee wishes to
            prosecute, Licensee shall first make a written request to Licensor
            to prosecute such action. If within one hundred twenty (120) days
            after receipt of such request Licensor shall have been unsuccessful
            in persuading such alleged infringer to desist such infringement,
            and Licensor or a designee shall not have brought an infringement
            action against such alleged infringer, Licensee, together with all
            other licensees of the Licensed Patents (if any), may enforce the
            Licensed Patents by appropriate legal proceedings.

      10.3  Licensee Enforcement. In the event that Licensee shall be
            prosecuting any alleged infringer pursuant to Section 10.2, it shall
            keep Licensor fully informed of all material developments of such
            proceedings. Licensee shall be responsible for all costs and
            expenses of any enforcement activities, including legal proceedings,
            against infringers that Licensee initiates. Licensor shall join in
            and cooperate with any enforcement proceedings at Licensee's
            request, provided that Licensor may be represented by Licensor's
            counsel in any such legal proceedings, at Licensor's own expense
            (subject to reimbursement under Section 10.5), acting in an advisory
            but not controlling capacity. In addition, Licensee may name
            Licensor as party plaintiff as required by law. No settlement,
            consent judgment, or other final, voluntary disposition of any suit
            brought by Licensee which waives any rights within the Licensed
            Patents may be entered into without the prior written consent of
            Licensor. In the event that a declaratory judgment action alleging
            the invalidity or non-infringement of the Licensed Patents shall be
            brought or raised against Licensee, Licensor shall have the right,
            but not the obligation, to intervene and take over the sole defense
            of such action. Any recoveries in any action brought by Licensee
            under this Section 10.3 shall be allocated as provided in Section
            10.5 hereof.

      10.4  Licensor Enforcement. Any actions brought by Licensor at the request
            of Licensee pursuant to Section 10.2 shall be at the sole cost and
            expense of Licensor. Licensor agrees to consult with Licensee and to
            keep Licensee fully informed regarding all material developments of
            such proceeding. In addition, Licensor may name Licensee as a party
            plaintiff as required by law. No settlement, consent, judgment or
            other final, voluntary disposition of any suit brought by Licensor
            which waives any rights within the Field of the Licensed Patents may
            be entered into without the prior written consent of Licensee, which
            consent shall not be unreasonably withheld. Licensee agrees to join
            in and cooperate with any enforcement proceedings at Licensor's
            request and at



                                       11
<PAGE>

            Licensor's expense, provided, however, that Licensee may be
            represented by Licensee's counsel in any such proceeding, at
            Licensee's own expense, subject to reimbursement under Section 10.5,
            acting in an advisory, but not controlling, capacity. Any recoveries
            in any action brought by Licensor under this Section 10.4 shall be
            allocated as provided in Section 10.5 hereof. Licensor shall have no
            legal or contractual obligation to Licensee for its failure to
            defend or participate in any legal action, and may, upon reasonable
            notice to Licensee, withdraw from any suit at any time, without any
            continuing liability to Licensee for expenses incurred after such
            withdrawal.

      10.5  Recoveries. All recoveries by way of royalties, damages and claims
            with respect to infringement actions instituted and claims made
            (including penalties and interest) (a) prosecuted by Licensee
            pursuant to Section 10.3, or (b) prosecuted by Licensor or a
            designee pursuant to Section 10.4, shall be applied first in
            satisfaction of any unreimbursed expenses (including attorneys'
            fees) of the party controlling the litigation (which shall be
            Licensee under Section 10.3 and Licensor or a designee under Section
            10.4) and next to the other party or parties to the extent of its or
            their unreimbursed expenses incurred in its or their participation
            and/or cooperation. Any remaining balance of damages shall be
            distributed eighty percent (80%) to the party controlling the
            litigation and twenty percent (20%) to the other party or parties.

11.   Compliance with Laws, Regulations and Standards

            Licensee agrees to comply with all governmental laws and regulations
            applicable to the use, production and/or sale of Licensed Products
            and Licensed Processes.

12.   Dispute Resolution; Equitable Remedies.

      12.1  Dispute Resolution. Prior to the initiation of formal legal
            proceedings, the parties hereto shall attempt in good faith to
            resolve all disputes in respect of this Agreement. Formal
            proceedings for the resolution of a dispute may not be commenced
            until the earlier of (a) the date that the parties conclude in good
            faith that amicable resolution through negotiation of the matter
            does not appear likely or (b) thirty (30) days after the parties
            first attempted to resolve the issue. This provision will not be
            construed to prevent a party from instituting, and a party is
            authorized to institute, formal legal proceedings to avoid the
            expiration of any applicable statute of limitation period.

      12.2  Equitable Remedies. Nothing in this Section 12 shall prevent either
            party from pursuing a temporary restraining order, injunctive relief
            or other equitable relief against the other party in a court of law
            at any time if the allegedly aggrieved party believes that a breach
            or a threatened breach of this Agreement would cause irreparable
            harm.

13.   Notices

            Any notice which either party may wish to send to the other shall be
            deemed to have been duly sent if delivered or posted by airmail to
            such party at the address


                                       12
<PAGE>

            as set out at the beginning of this Agreement or to such other
            address as may have been notified pursuant to the provisions of this
            clause and if delivered shall be deemed to have been received on the
            day of delivery and if posted then on the seventh working day next
            following the day of posting; provided, however, that any such
            notice may be sent by facsimile and shall be deemed to have been
            received at the beginning of the working day next following the day
            of transmission if the receiving machine causes the sending machine
            to print the answer back code of the receiving machine at the
            beginning and end of an uninterrupted transmission.

14.   General Provisions

      14.1  Assignment. This Agreement shall not be assigned by either party
            without the prior written consent of the other party, except (a) to
            an Affiliated Company, or (b) to a third party purchasing
            substantially all of the assets of such party or its Affiliated
            Company which shall have been an assignee of substantially all of
            the assets of the business to which this Agreement relates.

      14.2  Entire Agreement, Amendment and Waiver. This Agreement (including
            any schedules attached) contains the entire understanding of the
            parties with respect to the subject matter hereof. This Agreement
            may be amended, modified or altered only by an instrument in writing
            duly executed by the parties hereto. The waiver of a breach
            hereunder may be effected only by a writing signed by the waiving
            party and shall not constitute a waiver of any other breach.

      14.3  Severability. If any provision of this Agreement is or becomes or is
            deemed invalid, illegal, or unenforceable in any jurisdiction, (a)
            such provision will be deemed amended to conform to applicable laws
            of such jurisdiction so as to be valid and enforceable or, if it
            cannot be so amended without materially altering the intention of
            the parties, it will be stricken; (b) the validity, legality and
            enforceability of such provision will not in any way be affected or
            impaired thereby in any other jurisdiction; and (c) the remainder of
            this Agreement will remain in full force and effect.

      14.4  Governing Law. This Agreement shall be governed by, construed and
            interpreted in accordance with the laws of the State of New York,
            excluding any choice of law rules which may direct the application
            of the laws of any other jurisdiction.

      14.5  Retained Rights. Nothing in this Agreement shall limit in any
            respect the right of either party to conduct research and
            development and to market products using the Intellectual Property
            other than as expressly provided herein.

      14.6  Counterparts. This Agreement may be executed in two or more
            counterparts, each of which shall be an original, but all of which
            together shall constitute one and the same instrument.

      14.7  Relationship of Parties. Nothing contained in this Agreement shall
            be construed as creating a corporation, partnership, association,
            joint stock company, business


                                       13
<PAGE>

            trust, joint venture between the parties hereto nor as creating any
            fiduciary relationship of any nature between the parties.

      14.8  Right of First Collaboration. Subject to any existing rights that
            Licensor may have to the contrary, if Licensor decides to use the
            Intellectual Property for any application of Chlorothalanil or other
            products produced or sold by Licensor or an Affiliated Company of
            Licensor and by Licensee or an Affiliated Company of Licensee, it
            shall first ask Licensee if Licensee wishes to collaborate with
            Licensor for such application. If the Licensee chooses to
            collaborate with Licensor for such application, Licensee will notify
            Licensor of such within a reasonable amount of time not in any event
            exceeding thirty (30) days after notice thereof from Licensor and
            the parties will negotiate in good faith the terms of such
            collaboration. If Licensee elects not to collaborate on developments
            with respect to Chlorothalanil, Licensor shall be free to use the
            Intellectual Property for the application of Chlorothalanil as first
            described by Licensor to Licensee.

                  [Remainder of Page Intentionally Left Blank]


                                       14
<PAGE>


      IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first hereinbefore mentioned.

                                    PHIBRO-TECH, INC.

                                    By: /s/ W. Dwight Glover
                                       -----------------------


                                    NUFARM, INC.

                                    By: /s/ Kevin Martin
                                       -----------------------


                                       15

<PAGE>

                                  Schedule 1.2


<PAGE>

                                  Schedule 8.3

                       Foreign Patent Application Filings

None.