UNITED STATES ASSET PURCHASE AGREEMENT

                                     BETWEEN

                                PHIBRO-TECH, INC.

                                       AND

                                  NUFARM, INC.

                                   ----------

                                As of May 1, 2001

                                   ----------


<PAGE>

ARTICLE 1    Purchase and Sale of Assets of the U.S. Agtrol Division.........  1

    1.1      Sale of Purchased Assets........................................  1

    1.2      Purchased Assets................................................  1

    1.3      Excluded Assets.................................................  2

ARTICLE 2    Consideration...................................................  4

    2.1      Purchase Price..................................................  4

    2.2      Assumed Liabilities; Excluded Liabilities.......................  5

    2.3      Certain Closing Prorations and Adjustments......................  6

    2.4      Non-assignability...............................................  6

    2.5      Collection of Receivables.......................................  7

    2.6      Supply Agreement; License Agreement.............................  8

ARTICLE 3    Closing; Deliveries; Conditions Precedent.......................  8

    3.1      Closing.........................................................  8

    3.2      Seller's Deliveries.............................................  9

    3.3      Buyer's Deliveries..............................................  9

    3.4      Condition Precedent of Buyer and the Seller..................... 10

    3.5      Buyer's Conditions Precedent.................................... 10

    3.6      Seller's Conditions Precedent................................... 11

ARTICLE 4    Representations and Warranties of the Seller.................... 11

    4.1      Organization, Standing and Qualification; Authority............. 11

    4.2      No Violation; Qualification..................................... 12

    4.3      Financial Statements............................................ 12

    4.4      Absence of Undisclosed Liabilities.............................. 13

    4.5      Absence of Certain Changes or Events............................ 13

    4.6      Tax Liabilities................................................. 13

    4.7      Leasehold Interests............................................. 13

    4.8      Other Property.................................................. 14

    4.9      Registered Patents, Trade Names, Trademarks and Copyrights...... 14

    4.10     Title to Assets................................................. 15

    4.11     Contracts....................................................... 15

    4.12     Compliance with Laws............................................ 15

    4.13     Litigation and Claims........................................... 15


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    4.14     Permits......................................................... 16

    4.15     Employees....................................................... 17

    4.16     Employment Contracts and Benefits............................... 17

    4.17     Fees............................................................ 18

    4.18     Environmental Laws.............................................. 18

    4.19     Disclosure of Confidential Information to Others;
             Restrictive Agreements.......................................... 18

    4.20     Books and Records............................................... 19

    4.21     Validity of Representations and Warranties...................... 19

ARTICLE 5    Representations and Warranties of Buyer......................... 20

    5.1      Organization and Standing....................................... 20

    5.2      Authority....................................................... 20

    5.3      Litigation...................................................... 20

    5.4      Financing....................................................... 20

    5.5      No Violation; Qualification..................................... 20

    5.6      Brokerage or Finder's Fee....................................... 21

    5.7      Investigation................................................... 21

ARTICLE 6    Certain Covenants............................................... 21

    6.1      Consents........................................................ 21

    6.2      Certain Employee Matters........................................ 22

    6.3      Disclosure of Business Secrets.................................. 23

    6.4      Non-Competition, Non-Disclosure and Non-Solicitation............ 23

    6.5      Bulk Sales Laws................................................. 25

    6.6      Transactional Taxes............................................. 25

    6.7      Books and Records............................................... 25

    6.8      Product Registrations........................................... 26

    6.9      Product Rework.................................................. 26

    6.10     Stock Sales..................................................... 26

ARTICLE 7    Indemnification................................................. 26

    7.1      Seller's Obligation to Indemnify................................ 26

    7.2      Buyer's Obligation to Indemnify................................. 27

    7.3      Procedure for Satisfaction of Indemnity Claims.................. 27

    7.4      Survival and Other Matters...................................... 29


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<PAGE>

    7.5      Satisfaction of Indemnity Claims................................ 30

    7.6      Interest........................................................ 31

ARTICLE 8    Miscellaneous................................................... 31

    8.1      Certain Defined Terms........................................... 31

    8.2      Certain Understandings.......................................... 35

    8.3      Binding Agreement............................................... 36

    8.4      Assignment...................................................... 36

    8.5      Public Announcements............................................ 36

    8.6      Law To Govern................................................... 36

    8.7      Notices......................................................... 36

    8.8      Entire Agreement................................................ 37

    8.9      Waivers......................................................... 38

    8.10     Severability.................................................... 38

    8.11     Income Tax Position............................................. 38

    8.12     Third-Party Beneficiaries....................................... 38

    8.13     Time of the Essence............................................. 38

    8.14     Waiver of Jury Trial............................................ 38

    8.15     Drafting........................................................ 39

    8.16     Counterparts.................................................... 39

    8.17     Headings........................................................ 39

    8.18     Further Assurances.............................................. 39

    8.19     Dispute Resolution.............................................. 39


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<PAGE>


EXHIBITS

Exhibit A             Buyer Note
Exhibit B             Supply Agreement
Exhibit C             License Agreement
Exhibit D             Assignment and Assumption Agreement

SCHEDULES

Schedule 1.2(a)       Tangible Personal Property
Schedule 1.2(b)       Leasehold Interests
Schedule 1.2(c)       Inventory
Schedule 1.2(d)       Contracts
Schedule 1.2(e)       Intangibles
Schedule 2.5          Receivables

Schedule 3.5(d)       Contracts to be Assigned Prior to Closing
Schedule 4.1          Jurisdictions the Seller is Authorized to do Business
Schedule 4.3          Financial Statements
Schedule 4.7          Real Property
Schedule 4.9          Intellectual Property
Schedule 4.10         Title of Assets
Schedule 4.11         Contracts
Schedule 4.13         Litigation
Schedule 4.14         Permits
Schedule 4.15         Employees
Schedule 4.16         Benefit Plans
Schedule 4.19         Disclosure of Confidential Information to Others;
                      Restrictive Agreements
Schedule 6.2          Employees to be Offered Employment
Schedule 8.2(a)       Persons of Seller "with knowledge"


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<PAGE>

                     UNITED STATES ASSET PURCHASE AGREEMENT

      This United States Asset Purchase Agreement (this  "Agreement"),  dated as
of May 1, 2001 (the "Effective  Date"), is by and between  Phibro-Tech,  Inc., a
Delaware  corporation (the "Seller"),  and Nufarm,  Inc., a Delaware corporation
("Buyer").

      WHEREAS,  the Seller and its  Affiliates  own and  operate,  directly  and
indirectly,  through the Seller, LC Holdings S.A., a French societe anonyme ("LC
Holdings"),   Agtrol  International  S.A.,  a  French  societe  anonyme,  Agtrol
Internacional  (Argentina) S.A. ("Agtrol  Argentina"),  and Agtrol International
(Mexico) S.A.  ("Agtrol  Mexico"),  the division known as Agtrol  International,
which  division  engages  in  the  business  of  developing,  manufacturing  and
marketing certain fungicides,  bactericides and plant-growth regulators ("Agtrol
International");

      WHEREAS,  the  parties  desire (a) that  pursuant to this  Agreement,  the
Seller  sells to Buyer the assets of Agtrol  International  that are utilized by
Agtrol  International  to conduct its business in and from the United  States of
America, including the China office and excluding the operations of the Facility
(the "U.S.  Agtrol  Division");  and (b) that Buyer  purchase such assets of the
U.S. Agtrol Division from the Seller, on the terms and subject to the conditions
set forth herein; and

      WHEREAS, defined terms have the meanings stated in Section 8.1.

      NOW,  THEREFORE,  in  consideration of the mutual  covenants,  agreements,
representations and warranties herein contained,  and upon the terms and subject
to the conditions set forth herein, the parties hereto hereby agree as follows:

                                   ARTICLE 1

             Purchase and Sale of Assets of the U.S. Agtrol Division

      1.1 Sale of  Purchased  Assets.  At the  Closing,  the Seller  shall sell,
assign,  convey and otherwise  transfer to Buyer,  and Buyer shall purchase from
the Seller,  all right, title and interest of the Seller in and to the Purchased
Assets, free and clear of all Liens, other than Permitted Liens.

      1.2  Purchased  Assets.  At the Closing,  the Seller  shall sell,  assign,
convey and  otherwise  transfer  to Buyer,  and Buyer  shall  purchase  from the
Seller, the following  properties and assets of the Seller that are used or held
for use primarily by the U.S. Agtrol Division, as such exist on the Closing Date
(the  "Purchased  Assets"),  free and clear of all Liens  other  than  Permitted
Liens:

            (a) Tangible Personal Property. All vehicles, machinery,  equipment,
      office  furniture,  office  equipment,  office  materials and supplies and
      other tangible personal  property,  all of which is identified on Schedule
      1.2(a) (collectively the "Tangible Personal Property").

            (b) Leasehold  Interests.  All leasehold  interests in real property
      wherever  located,   all  of  which  are  identified  on  Schedule  1.2(b)
      (collectively the "Leasehold Interests").


<PAGE>

            (c) Inventory.  (i) All inventories,  wherever located,  of finished
      Copper Products and finished  Non-Copper Products and (ii) all inventories
      of raw materials,  works in process,  supplies and packaging  materials to
      the extent such raw  materials,  works in process,  supplies and packaging
      materials  relate to Non-Copper  Products,  all of which are identified by
      location on Schedule 1.2(c) (collectively the "Inventory").

            (d)  Contracts.  All right,  title and interest in and to contracts,
      agreements, purchase orders, licenses and leases, all of which, other than
      purchase orders entered into in the ordinary  course of business,  are set
      forth on Schedule 1.2(d) (all of the foregoing,  including purchase orders
      entered into in the ordinary course of business,  being  collectively  the
      "Contracts").

            (e)  Intangibles.  All right,  title and  interest in and to (i) all
      copyrights,   trademarks,  trade  names,  logos,  service  marks,  product
      specifications,    all   governmental    registrations,    including   the
      Registrations,  and data in support of Registrations  (including any right
      to any  compensation  for the use thereof) with respect to Copper Products
      and Non-Copper  Products and applications  for any of the foregoing,  (ii)
      know-how,  trade  secrets,  technology,  software and production and other
      processes  and  formulae  related to the  formulation  or  manufacture  of
      Non-Copper Products,  other than the technology licensed under the License
      Agreement,  (iii) all rights under  warranties from suppliers of Inventory
      and Tangible Personal Property,  (iv) telephone numbers, postal addresses,
      domain names, web sites and other intangible proprietary property, (v) all
      approvals,  consents,  licenses, permits, waivers and other authorizations
      issued,  granted, given or otherwise made available under the authority of
      any  government  or  political   subdivision  thereof  or  any  executive,
      judicial,  legislative,  regulatory or administrative agency, authority or
      office,  to the extent  assignable to Buyer,  and (vi) an undivided  equal
      co-ownership  interest  with  the  Seller  in and to the  know-how,  trade
      secrets,  technology  and  production  and other  processes  and  formulae
      related to the formulation or manufacture of Copper Products, all of which
      (other  than  data  in  support  of any  governmental  registrations)  are
      identified on Schedule 1.2(e).

            (f) Prepaid  Items.  All right,  title and interest of the Seller in
      and to all prepaid items relating  primarily to any of the other Purchased
      Assets  or the  operation  of the U.S.  Agtrol  Division,  but only to the
      extent of an  adjustment  to the  Purchase  Price  therefor is paid to the
      Seller in accordance with Section 2.3 (collectively "Prepaids").

            (g) Business  Records.  All right,  title and interest in and to all
      engineering and production reports,  consulting reports, health and safety
      data  marketing data and reports,  forecasts,  financial data and reports,
      product catalogues, copies of personnel records, mailing lists, vendor and
      supplier  lists,  customer  lists and any  other  similar  information  in
      tangible and/or electronic form (collectively the "Business Records").

            (h) Goodwill.  All goodwill in and going concern value including the
      right to use the name "Agtrol" and any variations thereof and any goodwill
      related thereto.

      1.3 Excluded  Assets.  All  properties,  assets and business of the Seller
anywhere in the world,  including the  remaining  businesses of the Seller other
than  the U.S.  Agtrol  Division,  other  than the  Purchased  Assets,  shall be
excluded from the Purchased Assets (collectively,  the "Excluded Assets").  Such
Excluded Assets include:


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<PAGE>

            (a) all  assets,  properties,  business  and  rights  pertaining  or
      relating to any of the businesses owned, operated or managed by the Seller
      (other than those which relate primarily to the U.S. Agtrol Division);

            (b) all shares of capital stock,  and all other equity interests and
      securities, of or in the Seller or any of the subsidiaries thereof;

            (c) the names Philipp Brothers  Chemicals,  Inc.,  Philipp Brothers,
      Phibro,  Phibro-Tech  and any and all variations  thereof and all goodwill
      related thereto;

            (d) all Excess Inventory and all inventories of raw materials, works
      in  process,  supplies  and  packaging  materials  for the  purpose of the
      production of Copper Products;

            (e) all cash, cash  equivalents and similar type  investments of the
      Seller,  such  as  certificates  of  deposit,  Treasury  bills  and  other
      marketable  securities  on hand and/or in banks,  and  unearned  insurance
      premiums, excluding, however, Prepaids;

            (f) all accounts receivable,  notes receivable and other receivables
      of the Seller,  including all intracompany  receivables,  all of which are
      identified on Schedule 1.3(f) (collectively the "Receivables");

            (g) all  personal  effects  that are owned by  personnel of the U.S.
      Agtrol Division and not by the Seller;

            (h) all  financial  and tax reports,  ledgers and books and records,
      Tax returns and work sheets related to any of the foregoing, to the extent
      not related primarily to the U.S. Agtrol Division;

            (i) all organizational documents,  corporate seals, minute books and
      books and  records  that  pertain to the  organization,  existence  and/or
      capitalization of the Seller;

            (j) any and all policies of insurance,  including any and all rights
      thereunder, of the Seller;

            (k) all rights of the Seller to enforce (i) the obligations of Buyer
      to pay,  perform or discharge the Assumed  Liabilities  and (ii) all other
      obligations  of Buyer under or in  connection  with,  as well as all other
      rights of the Seller under or in connection  with,  this Agreement  and/or
      any of the other Transaction Documents;

            (l) all rights of the Seller to claims for refunds of Taxes;

            (m) any and all  rights  necessary  to  defend  against  any and all
      debts, liabilities and obligations retained by the Seller,  including, but
      not limited to, rights of setoff which the Seller may have with respect to
      any of such debts, liabilities and obligations;


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<PAGE>

            (n) any and all  claims or causes of action  against  third  parties
      that accrue or have accrued against or in favor of the Seller prior to the
      Closing  Date or that arise or have arisen out of any one or more  events,
      conditions or circumstances prior to the Closing Date;

            (o) any assets of any compensation or benefit plan or arrangement of
      the Seller;

            (p) an undivided  equal  co-ownership  interest with Buyer in and to
      know-how, trade secrets, technology, and production and other processes or
      formulae related to the formulation or manufacture of Copper Products;

            (q) any and all  rights of the  Seller  to  patents  related  to the
      formulation or manufacture of Copper  Products,  including the provisional
      patent and other  technology  that is  licensed  pursuant  to the  License
      Agreement, except to the extent licensed under the License Agreement; and

            (r) the property,  plant and equipment of the Seller,  including the
      plant located in Sumter, South Carolina (the "Sumter Plant").

Notwithstanding the foregoing, certain of the Excluded Assets may be acquired by
Buyer  and/or  its  Affiliates  as of the date  hereof  in  connection  with the
Argentina Stock Sale and/or the Mexico Stock Sale.

                                   ARTICLE 2

                                 Consideration

      2.1 Purchase Price.

            (a) In  consideration  of the sale,  assignment  and transfer of the
      Purchased Assets, at the Closing (i) Buyer shall pay to the Seller the sum
      of $14,775,000  (the "Cash Amount") and (ii) Buyer shall deliver to Seller
      an unsecured promissory note substantially in the form attached as Exhibit
      A hereto (the "Buyer  Note") in the Aggregate  Amount of  $1,224,990  (the
      "Note Amount," and together with the Cash Amount,  as adjusted pursuant to
      Sections  2.1(d) and 2.3, the "Purchase  Price").  All payments under this
      Section shall be by wire transfer of immediately  available  funds in U.S.
      dollars to an account or accounts specified in writing by the Seller prior
      to Closing.

            (b) Commencing on the Closing Date or such prior date as the parties
      hereto may  mutually  agree,  the Seller  shall take a physical  inventory
      count of the Inventory  and shall  conduct such count in  accordance  with
      GAAP  and  shall  employ  counting  procedures  consistent  with  previous
      physical  inventory  counts  conducted by the U.S.  Agtrol  Division  (the
      "Inventory Count").  The Seller shall make its employees available for the
      taking of the Inventory Count and Buyer and its representatives shall have
      the right, as Buyer  reasonably deems  appropriate,  to participate in the
      taking of the Inventory  Count.  Each party shall be  responsible  for its
      respective costs of the Inventory Count. The Inventory Count shall include
      only such  Inventory  that: (i) is of a quality that is usable or saleable
      condition  in the  ordinary  course of business and has a shelf life of at
      least (A) three (3) months in the case of antibiotics  and (B) twelve (12)
      months in all other count  products,  each calculated from the date of the
      Inventory  Count;  (ii) is in the  physical  possession  or control of


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<PAGE>

      the Seller at its facilities, at public warehouses, or in transit from its
      suppliers;  (iii) complies or will comply with all applicable  laws, rule,
      regulations and other  specifications  in order to permit the sale of such
      Inventory in the ordinary course of business without any addition or other
      modification  to  the  physical   makeup  thereof;   (iv)  meets  industry
      standards;  and (v) is not  materially  in excess of the  normal  stocking
      patterns  of the  Seller  based on the  seasonal  nature of its  business.
      Promptly after the Closing,  the Seller shall prepare a statement  setting
      forth the U.S.  dollar value of such Inventory as of the close of business
      on the Effective Date (the "Effective Date Inventory Calculation"),  using
      the results of the Inventory Count as the basis for such calculation.  Any
      Inventory not included in the Effective  Date  Inventory  Calculation as a
      result of the foregoing shall be referred to herein as "Excess Inventory."
      The Effective Date Inventory  Calculation  shall be prepared in accordance
      with GAAP, in a manner  consistent  with the  preparation of the Financial
      Statements.  The  Seller  shall use all  reasonable  efforts  to cause the
      Effective Date Inventory Calculation to be prepared and delivered to Buyer
      within  ten  (10)  days  after  the  Closing.  Buyer  and  its  authorized
      representatives,  at Buyer's  expense,  shall have the right to review the
      Effective Date Inventory  Calculation delivered by the Seller to Buyer and
      to review any working  papers  with  respect to its  preparation.  Without
      charge by Buyer, Buyer shall cause its employees to cooperate fully and on
      a timely  basis and to  assist  the  Seller  with its  preparation  of the
      Effective Date Inventory Calculation, and shall provide the Seller and its
      authorized  representatives  reasonable  access to the books,  records and
      facilities that constitute part of the Purchased Assets for such purpose.

            (c) Buyer  shall be  deemed  to have  accepted  the  Effective  Date
      Inventory Calculation,  unless within ten (10) days after delivery thereof
      to Buyer, Buyer gives written notice to the Seller of Buyer's objection to
      any item therein,  citing the item or principle  disputed.  If Buyer gives
      such  written  notice of objection  and the Seller and Buyer  resolve such
      dispute,  such  inventory  calculation,  as  so  resolved,  shall  be  the
      Effective Date Inventory  Calculation.  If Buyer gives such written notice
      of objection and Buyer and Seller shall attempt to resolve such dispute in
      accordance with Section 8.19.

            (d) If  (i)  the  Inventory  as  reflected  in  the  Effective  Date
      Inventory  Calculation  exceeds  $6,188,000,  the Purchase  Price shall be
      increased by the U.S. dollar amount of such excess (the "Excess  Inventory
      Amount")  and Buyer  shall pay to the  Seller  the  amount of such  Excess
      Inventory Amount and (ii) the Inventory as reflected in the Effective Date
      Inventory Calculation is less than $6,188,000, the Purchase Price shall be
      reduced by the U.S. dollar amount of such shortfall (the "Inventory  Value
      Shortfall") and the Seller shall pay to Buyer the amount of such Inventory
      Value  Shortfall.  Any payment required under this Section 2.1(d) shall be
      paid within five (5) Business  Days after the final  determination  of the
      Effective  Date  Inventory  Calculation  by wire  transfer of  immediately
      available  funds in U.S.  dollars to an account or accounts  designated by
      the party entitled to such payment.

      2.2 Assumed Liabilities; Excluded Liabilities. In addition to the Purchase
Price payable pursuant to Section 2.1, effective as of the Effective Date, Buyer
hereby agrees to assume, pay, perform,  discharge and otherwise satisfy promptly
when due, and to indemnify and hold  harmless the Seller from and against,  only
(a) under the  Contracts to the extent  arising with respect to the period on or
after  the  Effective  Date  and to the  extent  such  liabilities  would be the
liabilities  of the  Seller  but for the  assignment  of the  Contract,  and (b)
relating  to the  U.S.  Agtrol  Division  or the  use  of the  Purchased  Assets
(including the sale of Inventory by Buyer) on or after the Effective Date,


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<PAGE>

including any claims  relating to health and safety,  environmental,  employment
and termination of employment on or after the Effective Date (collectively,  the
"Assumed  Liabilities").  Except as provided in this Agreement,  Buyer shall not
assume or become  liable or obligated for or on any contract or agreement of the
Seller  or  for  any  of any  debt,  liability  or  obligation  of  the  Seller,
whatsoever,  whether known or unknown, direct, contingent or otherwise,  however
or whenever  arising or asserted,  including any liability or obligation  (i) of
the  Seller  to  its  employees,  customers,  creditors  or  brokers,  or to any
governmental  authority,  (ii) in  respect  of the  Excluded  Assets,  or  (iii)
relating to the U.S. Agtrol Division or the use of the Purchased Assets prior to
the  Effective  Date,  including  any  claims  relating  to health  and  safety,
environmental,  employment and termination of employment  prior to the Effective
Date (all such liabilities and obligations of the Seller,  herein referred to as
the "Excluded  Liabilities").  Buyer shall be solely  responsible for satisfying
all of the Assumed Liabilities and the Seller shall have no liability whatsoever
with respect thereto.  The Seller shall be solely responsible for satisfying all
of the Excluded  Liabilities  and Buyer shall have no liability  whatsoever with
respect thereto.

      2.3 Certain Closing Prorations and Adjustments.  All utility charges, real
estate taxes, personal property taxes, rental payments under Leasehold Interests
Leases, rental payments under leases of Tangible Personal Property of the Seller
to be assumed by Buyer  pursuant to this  Agreement  and  similar  items (to the
extent  included in the  Purchased  Assets),  to the extent  Buyer  realizes any
benefit  therefrom on or after the  Effective  Date,  shall be prorated.  To the
extent the net amount  resulting  from the  foregoing is in favor of the Seller,
Buyer shall pay to the  Seller,  on the Closing  Date,  such net amount;  to the
extent the net amount  resulting  from the  foregoing is in favor of Buyer,  the
Seller  shall pay to Buyer,  on the Closing  Date,  such net  amount.  In either
event, such payment shall be by wire transfer of immediately  available funds in
U.S. dollars to an account or accounts  designated by the party entitled to such
payment. If any of the apportionments set forth above are not accomplished as of
the Closing,  then, as soon as practicable  thereafter,  representatives  of the
Seller and Buyer  shall  examine all  appropriate  books and records in order to
make the determination of said  apportionments.  Buyer and/or the Seller, as the
case may be,  shall make payment in respect  thereof by May 18,  2001;  provided
that if payments  with respect to real or personal  property  taxes are based in
whole or in part on the previous year's taxes,  Buyer and/or the Seller,  as the
case may be,  shall make payment to reflect the current  year's  taxes  promptly
after the relevant tax amounts are determined. In addition, the Seller shall pay
to Buyer,  on the Closing Date, by wire transfer of immediately  available funds
in U.S.  dollars to an account or accounts  designated by Buyer, an amount equal
to all earned or accrued  but unpaid  sick pay,  vacation  pay,  bonuses and the
like, with respect to Employees  hired by Buyer,  owing in respect of the period
preceding the Closing Date.

      2.4  Non-assignability.  From the date  hereof and  through  and after the
Closing Date, the Seller shall use  commercially  reasonable  efforts to obtain,
and Buyer shall  cooperate  with the Seller to obtain,  approvals,  consents and
waivers  necessary to convey to Buyer each of the  Purchased  Assets,  including
each Contract (including governmental registrations, permits, licenses and other
authorizations)  and all  claims,  rights and  benefits  arising  thereunder  or
resulting therefrom (each a "Contract  Interest");  provided,  however, that the
Seller shall not be obligated to pay any consideration for any approval, consent
or waiver to any third  party  from  whom such  approval,  consent  or waiver is
requested.  Notwithstanding  anything to the contrary herein, to the extent that
any lease, contract, license, permit, registration,  agreement,  purchase order,
commitment,  property


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<PAGE>

interest or other asset or right  included in the  Purchased  Assets  (including
without  limitation  governmental  registrations,  permits,  licenses  and other
authorizations),  or any claim, right or benefit arising thereunder or resulting
therefrom  is not  capable of being  sold,  assigned,  transferred  or  conveyed
without the approval, consent or waiver of the issuer thereof or the other party
or  parties  thereto,   or  any  other  Person   (including  any  government  or
governmental  regulatory agency or authority),  this Agreement shall not, in the
event any such issuer or third party  shall  object to or not grant  approval of
such assignment,  constitute a sale, assignment, transfer or conveyance thereof,
or an attempted sale,  assignment,  transfer or conveyance thereof,  absent such
approval,  consent or waiver;  and the Seller  shall not be  obligated  to sell,
assign,  transfer or convey to Buyer any of its rights or  obligations  in or to
any such Contract Interest without first obtaining all such necessary approvals,
consents or waivers.  If any of such  approvals,  consents or waivers  shall not
have  been  obtained  as of the  Closing,  the  Seller  shall  use  commercially
reasonable  efforts to cooperate with Buyer in, and to engage in, any reasonable
and  lawful  arrangement  designed  to provide  the  benefits  of such  Contract
Interests to Buyer and, if required, to hold the benefit of same as bare trustee
for Buyer to the extent  permitted by applicable  Law and Buyer shall  indemnify
the Seller for all damages,  losses,  costs and liabilities relating to any such
performance  occurring on or after the Effective  Date. To the extent the Seller
provides the benefit of any Contract as a result of any such arrangement,  Buyer
shall perform the  obligations  under such Contract  arising in connection  with
such benefits.

      2.5 Collection of Receivables.

            (a)  Attached  hereto  as  Schedule  2.5  is a  list  of  all of the
      Receivables.  From the Closing Date until August 31, 2001 (the "Collection
      Period"),  Buyer shall use commercially  reasonable efforts to collect for
      the  benefit  of the  Seller  the  Receivables  (the  "Collections").  All
      payments  received by Buyer  during the  Collection  Period  from  account
      debtors   indebted  on  account  of  both  the  Receivables  and  accounts
      receivable  of Buyer arising after the Closing Date shall be applied first
      to  the  indebtedness  owed  by  the  account  debtor  on  account  of the
      Receivables,  and then to any  indebtedness  owed by the account debtor to
      Buyer  arising  subsequent to the Closing Date;  provided,  however,  that
      Buyer shall not be obligated to apply any of the Receivables to the extent
      the applicable customer otherwise directs.

            (b) Within  five (5)  Business  Days after the end of each  calendar
      month during the  Collection  Period (i.e. by June 7, 2001,  July 9, 2001,
      August 7, 2001 and September 10, 2001),  Buyer shall deliver to the Seller
      a statement or report showing all  Collections of Receivables  during such
      month.  On the first  Business  Day of each  week  during  the  Collection
      Period,  Buyer  shall  forward  to the Seller via  overnight  courier  all
      Collections in the form of checks received by Buyer during the prior week.
      As of and from September 10, 2001, Buyer shall have no further obligations
      with respect to Collections  and/or  Receivables,  except that Buyer shall
      promptly remit to the Seller all  Receivables  received by Buyer after the
      Collection Period.

            (c)  Buyer  shall  not  have  any  interest  in or  to  any  of  the
      Receivables  and  shall  not agree to any  return,  settlement,  discount,
      credit, rebilling or reduction of any of the Receivables without the prior
      written consent of the Seller.  Buyer shall not assign,  pledge or grant a
      security  interest in any of the Receivables to any third party or claim a
      security interest or right in or to any


                                       7
<PAGE>

      of  the  Receivables.  Buyer  shall  not be  obligated  to  undertake,  to
      institute or to join in any legal action to collect any Receivable.

            (d)  The  Seller  acknowledges  that  the  maintenance  of  customer
      relations is fundamental to the U.S. Agtrol Division.

            (e) Subject to Section 2.5(c),  Buyer and the Seller each agree that
      they will immediately upon receipt transfer to the other party any cash or
      other property received by such party, including in respect of Receivables
      and vendor rebates,  which rightfully  belongs to the other party. In this
      regard,  if during the twelve (12) month  period  after the  Closing  Date
      Buyer receives from any customer of the U.S.  Agtrol  Division as a return
      any product  purchased from the U.S.  Agtrol Division prior to the Closing
      Date which product is  marketable,  Buyer shall promptly pay to the Seller
      an amount equal to the value of such returned product, using the value for
      such  product  used  to  determine  the  final  Effective  Date  Inventory
      Calculation.

            (f) During the  Collection  Period,  the Seller may request Buyer to
      contact debtors indebted on account of the Receivables in order to collect
      such  Receivables.  Upon such request,  Buyer,  in its sole option,  shall
      promptly  either perform such request or inform the Seller that the Seller
      may perform such request itself.  In the event such request (either by the
      Seller or by Buyer on behalf of the Seller)  does not result in the prompt
      full payment of such  Receivable,  the Seller may contact such  defaulting
      account debtor.

      2.6 Supply Agreement;  License Agreement.  At the Closing,  the Seller and
Buyer shall enter into (a) a supply  agreement,  dated as of the Effective Date,
for the  provision  by the Seller to Buyer of  products  from the Sumter  Plant,
substantially  in the form of Exhibit B hereto (the "Supply  Agreement") and (b)
an exclusive license  agreement,  dated as of the Effective Date,  providing for
the  licensing by the Seller to Buyer of that  certain  patent of the Seller for
the  continuous  process for the  manufacture  of granular  fungicide  products,
substantially in the form of Exhibit C hereto (the "License Agreement").

                                   ARTICLE 3

                    Closing; Deliveries; Conditions Precedent

      3.1 Closing.

            (a) The closing of the  transactions  contemplated by this Agreement
      (the  "Closing")  shall take place at the  offices  of  McDermott,  Will &
      Emery,  50 Rockefeller  Plaza,  New York,  New York, at 10:00 a.m.,  local
      time, on May 4, 2001 (the  "Closing  Date").  The  effective  date of this
      Agreement  shall be the Effective Date and all  transactions  contemplated
      herein  or in any  other  Transaction  Document  shall be  deemed  to have
      occurred as of the Effective Date unless otherwise  specifically  provided
      to the contrary.


                                       8
<PAGE>

            (b) All proceedings to be taken and all documents to be executed and
      delivered by the parties at the Closing shall be deemed to have been taken
      and executed  simultaneously  and no proceedings shall be deemed taken and
      no documents executed or delivered until all have been taken, executed and
      delivered.

      3.2 Seller's Deliveries. At the Closing, the Seller shall deliver or cause
to be delivered to Buyer:

            (a) a certificate of good standing or other appropriate  evidence of
      existence with respect to the Seller,  as of a then recent date, issued by
      the Secretary of State of the State of Delaware;

            (b) the  certificate  described in Section  3.5(c) and copies of all
      resolutions of the board of directors and stockholders,  if applicable, of
      the Seller  authorizing  the execution and delivery of this  Agreement and
      the other  Transaction  Documents and the consummation of the transactions
      contemplated hereby and thereby by the Seller,  certified by the corporate
      secretary or assistant secretary thereof;

            (c) duly  authorized  assignments  by the Seller of the Contracts or
      novations of the  Contracts  between  Buyer and the other party thereto in
      replacement  of any such Contract  incapable of  assignment,  such novated
      Contract to be on the same terms and  conditions as between the Seller and
      such other party;

            (d)  bills of sale and such  other  instruments  of  assignment  and
      conveyance as may be requested by Buyer in order  effectively  to transfer
      to Buyer title to the  Purchased  Assets as herein  provided,  all in form
      reasonably requested by Buyer, executed by the Seller;

            (e) the Supply Agreement, executed by the Seller;

            (f) the License Agreement, executed by the Seller;

            (g) any amount to be paid at  Closing  by the Seller to Buyer  under
      Section 2.3;

            (h) an  opinion of  Golenbock,  Eiseman,  Assor & Bell,  in form and
      substance reasonably satisfactory to Buyer; and

            (i) all other  documents  required by the terms of this Agreement or
      the other Transaction  Documents to be delivered by the Seller to Buyer at
      the  Closing,  including  evidence of  termination  of Liens on  Purchased
      Assets.

      3.3 Buyer's Deliveries. At the Closing, Buyer will deliver to the Seller:

            (a) the Cash Amount by wire transfer of immediately  available funds
      to such account(s) as the Seller shall specify;

            (b) the Buyer Note, executed by Buyer;


                                       9
<PAGE>

            (c) an assumption agreement,  substantially in the form of Exhibit D
      hereto, executed by Buyer;

            (d) the Supply Agreement, executed by Buyer;

            (e) the License Agreement, executed by Buyer;

            (f)  the  certificate  described  in  Section  3.6(c)  and a copy of
      resolutions  of Buyer  authorizing  the  execution  and  delivery  of this
      Agreement and the other Transaction  Documents and the consummation of the
      transactions  contemplated  hereby and thereby by Buyer,  certified by the
      corporate secretary or assistant secretary of Buyer;

            (g) a certificate of good standing with respect to Buyer,  issued as
      of a then recent date, by the Secretary of State of the State of Delaware;

            (h) any amount to be paid at  Closing  by Buyer to the Seller  under
      Section 2.3;

            (i) an opinion of  McDermott,  Will & Emery,  in form and  substance
      reasonably satisfactory to the Seller; and

            (j) all other  documents  required by the terms of this Agreement or
      the other Transaction  Documents to be delivered by Buyer to the Seller at
      the Closing.

      3.4 Condition  Precedent of Buyer and the Seller.  The obligations of each
of Buyer and the Seller  under this  Agreement  to proceed  with the Closing are
subject to the  fulfillment  or waiver by the affected  party at or prior to the
Closing of the condition that no governmental  authority or regulatory agency or
commission  or court of  competent  jurisdiction  shall  have  enacted,  issued,
promulgated,  enforced or entered any statute, rule,  regulation,  injunction or
other  order  which is in effect and has the  effect of making the  transactions
contemplated by this Agreement  illegal or otherwise  restraining or prohibiting
consummation of such transactions;  provided,  however,  that the affected party
shall have used its best efforts to have any such order or injunction vacated.

      3.5 Buyer's  Conditions  Precedent.  The  obligations  of Buyer under this
Agreement to proceed with the Closing are subject to the  fulfillment or waiver,
at the option of Buyer, of the following conditions at or prior to the Closing:

            (a) The  representations  and warranties of the Seller  contained in
      this Agreement and each certificate delivered by the Seller at the Closing
      pursuant  to this  Agreement  shall be true and  correct  in all  material
      respects  when made,  and shall also be true and  correct in all  material
      respects  at the time of the  Closing  with the same  force and  effect as
      though such  representations  and warranties were made at that time except
      that representations and warranties made as of a specific,  indicated date
      shall be true and correct in all  material  respects as of such  specified
      date.

            (b) Each covenant, agreement and obligation required by the terms of
      this Agreement to be complied with and performed by the Seller at or prior
      to the  Closing  shall  have  been  complied  with and  performed,  in all
      material respects.


                                       10
<PAGE>

            (c) The Seller shall have  delivered to and for the benefit of Buyer
      a certificate of the Seller  executed on the Closing Date  certifying that
      the conditions  set forth in  subsections  (a) and (b) of this Section 3.5
      have been fulfilled.

            (d) All consents  from  Persons to any  Contract  listed on Schedule
      3.5(d) that may be required in connection with this Agreement or to assure
      that  such  contracts   continue  in  full  force  and  effect  after  the
      consummation of the  transactions  contemplated  hereby without giving any
      contracting  Person the right to  terminate  or modify  any such  Contract
      shall have been obtained either by duly authorized  assignment or novation
      thereof.

      3.6 Seller's  Conditions  Precedent.  The  obligations of the Seller under
this  Agreement to proceed with the Closing are subject,  to the  fulfillment or
waiver, at the option of the Seller,  of each of the following  conditions at or
prior to the Closing:

            (a) The  representations  and warranties of Buyer  contained in this
      Agreement and each certificate  delivered by it at the Closing pursuant to
      this  Agreement  shall be true and correct in all material  respects  when
      made,  and shall also be true and correct in all material  respects at the
      time of the  Closing  with  the same  force  and  effect  as  though  such
      representations  and  warranties  were  made  at  that  time  except  that
      representations and warranties made as of a specific, indicated date shall
      be true and correct in all material respects as of such specified date.

            (b) Each covenant, agreement and obligation required by the terms of
      this  Agreement to be complied  with and performed by Buyer at or prior to
      the Closing shall have been complied with and  performed,  in all material
      respects.

            (c) Buyer shall have  delivered to and for the benefit of the Seller
      a certificate  of Buyer executed on the Closing Date  certifying  that the
      conditions set forth in  subsections  (a) and (b) of this Section 3.6 have
      been fulfilled.

                                   ARTICLE 4

                  Representations and Warranties of the Seller

      Except as otherwise set forth in the disclosure  schedule delivered by the
Seller to Buyer on the date of the  execution  by Buyer of this  Agreement  (the
"Disclosure  Schedule"),  the Seller hereby  represents and warrants to Buyer as
follows:

      4.1 Organization, Standing and Qualification; Authority.

            (a) The Seller is a corporation duly organized, validly existing and
      in good  standing  under the laws of the State of Delaware.  The Seller is
      duly  qualified  to do  business  and is in  good  standing  as a  foreign
      corporation under the laws of each jurisdiction where the failure to be so
      qualified  would  result  in a  Material  Adverse  Effect  and  each  such
      jurisdictions  is listed on  Schedule  4.1.  The Seller has the  requisite
      corporate  power and  corporate  authority to own and lease its assets and
      properties,  including the Purchased Assets,  and to carry on its business
      in the places such assets and properties are now owned or leased and where
      such business is presently conducted.


                                       11
<PAGE>

            (b) The  Seller  has all  requisite  corporate  power and  corporate
      authority to execute and deliver this Agreement, the Supply Agreement, the
      License  Agreement and all other documents  executed  and/or  delivered in
      connection herewith (collectively the "Transaction Documents") to which it
      shall be a signatory and to carry out the transactions contemplated hereby
      and thereby. This Agreement has been duly executed by, and constitutes the
      legal,  valid and binding  obligation of, the Seller and each of the other
      Transaction  Documents,  when executed and delivered by the Seller,  shall
      constitute the legal,  valid and binding obligation of the Seller, in each
      case  enforceable  against it in accordance  with their  respective  terms
      subject to bankruptcy, insolvency, reorganization,  moratorium and similar
      laws of general  applicability  relating to or affecting creditors' rights
      and to general equity principles. All corporate proceedings required to be
      taken by the Seller relating to the execution, delivery and performance of
      this Agreement and the other Transaction  Documents,  and the consummation
      of the transactions contemplated hereby and thereby, have been duly taken.

      4.2 No Violation; Qualification. Except as may be caused or made necessary
by facts relating solely to Buyer:  (a) the execution,  delivery and performance
of this  Agreement  and the other  Transaction  Documents  by the Seller and the
consummation by it of the transactions contemplated by this Agreement and by the
other Transaction  Documents will not (i) conflict with or violate any provision
of the  certificate  of  incorporation  or  bylaws of the  Seller,  (ii) with or
without the giving of notice or the passage of time, or both, result in a breach
of, or violate,  or be in conflict with, or constitute a material default under,
or  permit  the  termination  of,  or cause or permit  acceleration  under,  any
material  agreement,  instrument,  debt or  obligation  to which the Seller is a
party or to or by which it is subject or bound,  or (iii)  violate any law, rule
or regulation or any order, judgment, decree or award of any court, governmental
authority or arbitrator to or by which the Seller is subject or bound, except as
would not  reasonably  be  expected  to have a  material  adverse  effect on the
ability  of the  Seller to  consummate  the  transactions  contemplated  by this
Agreement and by the other  Transaction  Documents;  and (b), except as provided
herein,  no material  consent,  approval or  authorization  of, or  declaration,
filing or  registration  with,  or notice to,  any  governmental  or  regulatory
authority  or any other  third  party is  required to be obtained or made by the
Seller in  connection  with the  execution,  delivery  and  performance  of this
Agreement  and  the  other  Transaction  Documents  or the  consummation  of the
transactions  contemplated  by  this  Agreement  and  by the  other  Transaction
Documents, other than those consents that are the obligation of Buyer to obtain.

      4.3 Financial  Statements.  Attached as Schedule 4.3 are true and complete
copies of the  following  financial  statements  (the  "Financial  Statements"):
unaudited  balance  sheets of the U.S.  Agtrol  Division as of June 30, 1999 and
June 30, 2000 and, in each case, the related  statements of income and cash flow
for the fiscal  years then  ended  prepared  by  management  of the U.S.  Agtrol
Division and the unaudited balance sheet of the U.S. Agtrol Division as of March
31, 2001  prepared by  management  of the U.S.  Agtrol  Division  (the  "Balance
Sheet").  The Financial  Statements  fairly present in all material respects the
financial  position of and the results of operations of the U.S. Agtrol Division
in  accordance  with GAAP,  consistently  applied,  as of the  respective  dates
thereof  and for the fiscal  years  covered  thereby,  subject to the absence of
footnotes  and,  in the case of all  interim  period  Financial  Statements,  to
reasonable year-end adjustments.

      4.4 Absence of Undisclosed Liabilities. The Seller has no material debt or
material  liability  relating to the U.S. Agtrol Division that would be required
in accordance with U.S. generally


                                       12
<PAGE>

accepted accounting principles ("GAAP") to be set forth or reserved against on a
balance  sheet of the U.S.  Agtrol  Division  that has not been set forth on the
Balance Sheet, except for (i) those incurred after the date of the Balance Sheet
in the ordinary course of business  consistent with past practice,  (ii) covered
by insurance,  indemnification  or comparable  arrangements or (iii) which would
not reasonably be expected to have a Material Adverse Effect.

      4.5  Absence of Certain  Changes or Events.  Since the date of the Balance
Sheet,  there has been no change that,  individually or in the aggregate,  would
have a  material  adverse  effect on the U.S.  Agtrol  Division,  whether or not
covered by  insurance,  and the Seller has no  knowledge of any such change that
could  reasonably  be  expected  to  occur,  nor  has  there  been  any  damage,
destruction or loss that could, individually or in the aggregate,  reasonably be
expected to have a material adverse effect on the U.S. Agtrol Division,  whether
or not  covered  by  insurance  other  than as a  result  of  downturn  suffered
generally  by  the  Seller's  industry.  Except  as  expressly  contemplated  or
permitted by this Agreement,  since the date of the Balance Sheet: (a) there has
not been any  increase  in the rate or terms of salary or bonus  payable  by the
Seller to any of the key employees of the U.S. Agtrol Division, except increases
occurring in the ordinary  course of business in accordance  with past practice;
(b) the Seller has not entered into any agreement or transaction relating to the
U.S. Agtrol Division,  outside the ordinary course of business,  consistent with
past practice, (c) the Seller has not materially changed its accounting methods,
principles or practices in respect of the U.S.  Agtrol  Division,  including its
payables and receivables  practices,  other than as required by changes in GAAP,
(d) the Seller has not sold, transferred, leased to others or otherwise disposed
of any of the  assets  or  properties  relating  primarily  to the  U.S.  Agtrol
Division,  except in the  ordinary  course  of  business,  consistent  with past
practice,  (e) the  Seller  has  not  experienced  any  labor  union  organizing
activity, had any actual or threatened employee strike, work stoppage, slow down
or lockout, or had any change in its relations with its employees as a group, in
each case relating to the U.S. Agtrol  Division,  (f) the Seller has complied in
all  material  respects  with each law,  rule or  regulation  applicable  to the
conduct of the U.S. Agtrol Division, and (g) the Seller has not entered into any
agreement to effect any of the foregoing or otherwise  conducted the business of
the  U.S.  Agtrol  Division  other  than in the  ordinary  course  of  business,
consistent with past practice.

      4.6 Tax Liabilities. The Seller has paid all material liabilities relating
to the U.S.  Agtrol  Division  for  federal,  state and local  taxes or  similar
charges imposed by any taxing authority,  including  federal,  state,  local and
foreign  income,  sales,  use,  excise,  franchise,  value  added,  withholding,
transfer, real property and personal property taxes (collectively,  "Taxes") due
and payable by the Seller with respect to the period prior to the Closing  Date.
The Seller has timely filed, or shall timely file all required returns,  reports
and other instruments relating to any and all such Taxes. There are no liens for
Taxes upon any of the Purchased Assets.

      4.7 Leasehold Interests.

            (a)  Schedule  4.7  identifies  all real  property  interests of the
      Seller,  including  fee  interests,   leasehold  interests  and  easements
      necessary to conduct or primarily used in the operation of the U.S. Agtrol
      Division.

            (b) The Seller is the holder of valid,  enforceable  and  subsisting
      interests as lessee under the leases of  Leasehold  Interests  attached to
      Schedule  4.7 (the  "Leases").  The  copies  of the


                                       13
<PAGE>

      Leases set forth on Schedule 4.7 are complete, accurate, true and correct.
      Except as set forth on  Schedule  4.7:  (i) each of the  Leases is in full
      force and  effect  and has not been  modified,  amended,  or  altered,  in
      writing or  otherwise;  (ii) to the Seller's  knowledge,  (A) all material
      obligations  of the landlord or lessor under the Leases which have accrued
      have been  performed,  other  than any lease for  Leasehold  Interests  in
      China, and (B) no party is in material default under any Lease, other than
      any lease for Leasehold  Interests in China;  (iii) all obligations of the
      Seller under the Leases which have accrued have been  performed;  and (iv)
      the Seller is not in default in any material  respect  under any Lease and
      no  circumstance  presently  exists  which,  with notice or the passage of
      time, or both, would give rise to a default by the Seller.

            (c) Subject to obtaining the consent of the applicable landlord, the
      Seller has full legal power and  authority  to assign its rights under the
      Leases to Buyer in accordance with this Agreement.

            (d) The Seller has the right to use the Leasehold  Interests for the
      operations  currently  conducted thereon.  The Seller has not received any
      notice  of any  pending  or  threatened  real  estate  Tax  deficiency  or
      reassessment or condemnation of all or any portion of any of the Leasehold
      Interests.

      4.8 Other  Property.  The books and  records of the Seller  reflect in all
material respects the Tangible Personal Property.  No Tangible Personal Property
is held under any lease, security agreement, conditional sales contract or other
title  retention  or  security  arrangement,  or is  located  other  than in the
possession  or under the control of any of the  Seller.  The  Tangible  Personal
Property is in good operating condition,  reasonable wear and tear excepted;  to
the  Seller's  knowledge,  conforms  with  all  applicable  laws;  and has  been
maintained  by the Seller in the ordinary  course.  All items  constituting  the
Tangible   Personal  Property  shall  be  delivered  at  the  Closing  with  all
documentation  in the  Seller's  possession  or under its  control  for Buyer to
obtain all permits, licenses and registrations required for their operation.

      4.9 Registered Patents, Trade Names,  Trademarks and Copyrights.  Schedule
4.9  sets  forth a list of all  registered  patents,  trade  names,  trademarks,
service marks and copyrights,  and all applications in respect of the foregoing,
owned,  registered  or  licensed  by the  Seller  that  are  used  primarily  in
connection with the U.S. Agtrol Division.  To the knowledge of the Seller, there
is no  infringement  or alleged  infringement  of any such  patent,  trade name,
trademark, service mark or copyright. To the knowledge of the Seller, the Seller
is not  infringing  on any  patent,  trade  name,  trademark,  service  mark  or
copyright of any other Person relating  primarily to the U.S.  Agtrol  Division.
Except as otherwise set forth  herein,  the Seller is not a party to any license
agreement or arrangement, whether as licensor, licensee, franchisor,  franchisee
or otherwise, with respect to any patent, trademark, service mark, trade name or
copyright relating primarily to the U.S. Agtrol Division.


                                       14
<PAGE>

      4.10 Title to Assets.  At the  Closing,  the Seller  will have,  and will,
subject to any requisite  consents,  approvals and  re-registrations,  convey to
Buyer, good and valid title to the Purchased Assets,  free and clear of any Lien
other than Permitted Liens.  Except as set forth on Schedule 4.10, the Purchased
Assets  constitute all of the assets used by the Seller  primarily in connection
with the U.S.  Agtrol  Division  and are  adequate  for the  conduct of the U.S.
Agtrol  Division as presently  conducted by the Seller  (excluding  the property
related to general,  administrative and other services supplied by the Seller or
an  Affiliate  thereof,  the  property to be  licensed to Buyer  pursuant to the
License  Agreement and certain of the benefits of the Facility  under the Supply
Agreement).

      4.11 Contracts.  To the knowledge of the Seller,  all of the Contracts are
in full force and effect.  As of the Closing Date, the Seller shall have paid in
full all amounts due as of the Closing  Date under each  Contract  and will have
satisfied in full or provided for all of its obligations thereunder due or to be
performed as of the Effective Date in the ordinary  course of business.  Neither
the Seller nor, to the knowledge of the Seller,  any other party to any Contract
is in material breach thereof or in default  thereunder in any material  respect
and no fact,  event or  circumstance  exists with respect to any Contract  that,
with the giving of notice or lapse of time,  would  constitute  such a breach or
default,  except for such  breaches,  defaults and events as to which  requisite
waivers or consents have been  obtained.  Except as  specifically  identified on
Schedule  4.11,  no  approval or consent  of, or notice to or filing  with,  any
Person is required  under the terms of any Contract in order that such  Contract
continues  in full  force and  effect for the  benefit  of Buyer  following  the
consummation of the transactions  contemplated by this Agreement.  Schedule 4.11
sets forth a list of all Contracts.

      4.12  Compliance with Laws. At all times since January 1, 1999: the Seller
has used, and is presently using, the Purchased Assets, and the Purchased Assets
have been used, in compliance in all material  respects with all federal,  state
and local  laws,  statutes,  rules,  regulations,  ordinances,  orders and other
requirements of law ("Laws")  applicable to the Seller and the Purchased  Assets
including  matters  relating  to  anti-competitive  practices,   discrimination,
employment,  zoning,  land-use  concerns,  and health and safety  practices  and
requirements.  The  Seller  is not  subject  to any  judicial,  governmental  or
administrative  order,  judgment or decree and is not presently  charged with or
under any  governmental  or  administrative  investigation,  or, to the Seller's
knowledge,  threatened with any such  investigation  or proceeding,  in any case
relating to the U.S. Agtrol Division.  The Seller has not received any notice of
any  uncorrected  violation  of any Law asserted by any  governmental  agency or
authority with respect to the U.S. Agtrol Division.

      4.13 Litigation and Claims.

            (a) Except as set forth on Schedule 4.13, there is not pending, nor,
      to the knowledge of the Seller, threatened, any suit, action, arbitration,
      or legal or administrative proceeding,  against the Seller, arising out of
      the  operations of the U.S.  Agtrol  Division,  or in connection  with the
      transactions  contemplated  by this  Agreement  or the  other  Transaction
      Documents,  in each case which is  reasonably  expected to have a Material
      Adverse Effect or a material adverse effect on the ability of Buyer or the
      Seller to consummate the  transactions  contemplated  by this Agreement or
      any other  Transaction  Document  including  any claims by (i) any past or
      present employee of the U.S. Agtrol Division for compensation or otherwise
      arising out of his or her employment with the Seller, (ii) any customer or
      other Person  relating to any products sold


                                       15
<PAGE>

      or provided by the U.S. Agtrol Division,  whether pursuant to any warranty
      (express  or  implied),  whether  due to injury  to  persons  or  property
      suffered by any Person as a result of the sale of any such  product by the
      Seller or otherwise,  or (iii) any supplier of the U.S.  Agtrol  Division.
      Seller has not received notice of any action, arbitration or proceeding or
      of any claim of default or  non-performance  by the Seller asserted by any
      Person  under any contract or other  agreement  with the Seller that could
      have a Material  Adverse Effect or could have a material adverse effect on
      the  ability  of  Buyer  or the  Seller  to  consummate  the  transactions
      contemplated  in this Agreement or the other  Transaction  Documents.  The
      Seller is not in  violation in any  material  respect of any order,  writ,
      injunction,  decree or settlement agreement of or with any federal, state,
      local or foreign court, department, agency or instrumentality with respect
      to the U.S. Agtrol Division.

            (b) Set forth on Schedule 4.13 are true, complete and correct copies
      of  all  written  product  and  service  warranties  and  guarantees,  and
      descriptions  of  all  unwritten   product  and  service   warranties  and
      guarantees, in each case given, made or agreed to by the Seller in respect
      of the U.S.  Agtrol  Division  in  connection  with the sale of  products,
      services or  otherwise,  other than those set forth on  Seller's  standard
      form of confirmation  attached to Schedule 4.13.  Schedule 4.13 sets forth
      each  pending  claim  against  the  Seller  for more than  $10,000  by any
      customer  of the U.S.  Agtrol  Division  or any  other  Person  to  return
      products to the U.S. Agtrol Division, by reason of alleged  overshipments,
      defective  products or otherwise,  and every such claim made,  resolved or
      settled since  January 1, 1999 for more than $10,000.  Except as set forth
      on Schedule  4.13,  there are no claims for more than $10,000  against the
      Seller in respect  of the U.S.  Agtrol  Division  to return  products,  by
      reason of alleged overshipments, defective products or otherwise.

            (c) Schedule 4.13 lists (i) all product recalls and all liabilities,
      obligations  and  damages  of any kind for  death,  disease  or  injury to
      Persons,  business  or property  relating  to products of the U.S.  Agtrol
      Division  arising  with  respect  to any  period  after  January  1,  1999
      involving  amounts  in excess of $10,000  (and all  product  recalls  with
      regard to the amount  involved)  (each a "Product  Liability  Matter") and
      (ii) all product  warranty  claims  relating  to any  products of the U.S.
      Agtrol  Division  arising with respect to any period after January 1, 1999
      involving amounts in excess of $10,000 (each a "Product Warranty Matter").

      4.14 Permits.  Schedule 4.14 lists all  governmental  (including  federal,
state and local governments and political subdivisions thereof and regulatory or
administrative  agencies,  authorities  and offices)  authorizations,  licenses,
franchises,  waivers and permits  necessary  for the  operation of the Purchased
Assets and the conduct of the business of the U.S.  Agtrol Division as currently
operated and  conducted,  including all  registrations  issued in respect of the
U.S. Agtrol Division by the U.S. Environmental  Protection Agency under FIFRA or
otherwise  (the  "Registrations")  and by state  agencies under state law, rule,
regulation  or  ordinance  with respect to such Copper  Products and  Non-Copper
Products or the active ingredients therein, excluding the conduct of business in
China  (collectively,  the  "Permits").  Schedule  4.14  lists all of the Copper
Products and the  Non-Copper  Products.  The Seller has obtained all Permits and
all such  Permits  are  presently  in full  force  and  effect.  The  Seller  is
conducting the U.S. Agtrol Division in compliance in all material  respects with
all Permits and no action,  proceeding or claim is pending,  or to the knowledge
of the Seller,  threatened to revoke, modify, terminate or invalidate any Permit
in any material respect.


                                       16
<PAGE>

      4.15 Employees.

            (a) Schedule 4.15 attached  hereto  contains the names and addresses
      of all employees of the U.S.  Agtrol Division or of the Seller who provide
      substantially  all of their  services  to or for the  benefit  of the U.S.
      Agtrol  Division  (the  "Employees"),  the job  designations  of each such
      employee,  and the  compensation  (including  bonus)  paid  to  each  such
      employee,  presently and for calendar  year 2000.  Such Schedule also sets
      forth information  concerning any disciplinary  proceeding or action taken
      with respect to any such employees,  including any information  concerning
      positive drug tests during the three (3) years prior to the Closing Date.

            (b)  Schedule  4.15  sets  forth  (i)  all  outstanding   employment
      agreements  or  commitments  and a  description  of  any  oral  employment
      agreements or  commitments  to which the Seller is a party or by which the
      Seller is bound relating to U.S.  Agtrol  Division,  (ii) all  outstanding
      consulting,  retainer  or  service  agreements  or  arrangements  for  the
      rendition  of  services to the Seller or to which the Seller is a party or
      by which the Seller is bound relating to the U.S. Agtrol  Division,  (iii)
      any  agreement,  policy  or  practice  that  requires  the  Seller  to pay
      termination  or severance pay in respect of the U.S.  Agtrol  Division and
      (iv) any conciliation agreement,  consent decree or settlement between the
      Seller and any of its employees in respect of the U.S. Agtrol Division.

            (c) Schedule  4.15  attached  hereto sets forth a list of any former
      management or sales  employees and other key employees of the U.S.  Agtrol
      Division  who left the employ of the U.S.  Agtrol  Division  since July 1,
      2000 for any reason,  including the job  designation of each such employee
      and the reason such employee left the Seller's employ.

      4.16 Employment Contracts and Benefits.

            (a) The Seller is not a party to any contract or agreement  with any
      labor  organization,  and the Seller has not agreed to recognize any union
      or other  collective  bargaining  unit,  and no union or other  collective
      bargaining unit has been certified as representing any of the employees of
      the  U.S.   Agtrol   Division.   The  Seller  has  no   knowledge  of  any
      organizational  effort  currently being made or threatened by or on behalf
      of any labor union with respect to employees of the U.S. Agtrol  Division.
      No  unfair  labor  practice  charges  are  pending,  or  to  the  Seller's
      knowledge,  threatened, against the Seller with respect to the U.S. Agtrol
      Division. No strikes or arbitration proceedings by employees of the Seller
      involving labor matters affecting the U.S. Agtrol Division are pending or,
      to the Seller's knowledge,  threatened. The Seller has not experienced any
      strikes,  work stoppage or other material labor difficulties of any nature
      with respect to the employees of the U.S. Agtrol Division in the past five
      (5) years.

            (b) With  respect  to the  U.S.  Agtrol  Division,  the  Seller  has
      complied in all material respects with all Laws relating to the employment
      of labor,  including those Laws relating to safety,  health, wages, hours,
      collective  bargaining,  unemployment  insurance,  workers'  compensation,
      equal employment opportunity and payment and withholding of taxes.

            (c)  Schedule  4.16 sets forth a complete  and  correct  list of all
      employee  benefit  plans,  as  defined  in  Section  3(3) of the  Employee
      Retirement  Income  Security Act of 1974,  as amended  ("ERISA"),  and all
      employment,  compensation, bonus, stock option, stock purchase,


                                       17
<PAGE>

      restricted stock,  incentive,  deferred  compensation,  retiree medical or
      life insurance,  supplemental retirement,  severance, change of control or
      other  benefit  plans,  programs or  arrangements,  in each case,  that is
      maintained, contributed to or sponsored by the Seller on behalf of current
      or  former  employees  of the  U.S.  Agtrol  Division  (collectively,  the
      "Benefit Plans").

            (d) With  respect to each  Benefit  Plan,  the Seller has  furnished
      Buyer with a complete and accurate  copy of (i) the plan document or other
      governing  contract,  as amended  and (ii) the most  recently  distributed
      summary plan description and summary of material modifications.

            (e) Neither the  execution  and delivery of this  Agreement  nor the
      consummation of the  transactions  contemplated  hereby will (i) result in
      any payment  becoming  due to any  current or former  employee of the U.S.
      Agtrol  Division,  (ii)  increase any benefits  under any Benefit Plan, or
      (iii) result in the acceleration of the time of payment,  vesting or other
      rights with respect to any such benefits.

      4.17 Fees. The Seller is not obligated to pay any fee or commission to any
broker,  finder  or  investment  banker  in  connection  with  the  transactions
contemplated by this Agreement,  other than the Seller's  responsibility for the
fees of Young & Partners  LLC  incurred  by the Seller in  connection  with this
Agreement. The Seller shall promptly pay such fees as and when due.

      4.18  Environmental  Laws. The Seller has conducted and currently conducts
the business and  operation of the U.S.  Agtrol  Division in  compliance  in all
material  respects  with all  Environmental  Laws.  The Seller has  obtained all
material environmental permits and authorizations necessary for the operation of
the Purchased Assets and the business of the U.S. Agtrol Division,  and all such
permits  are in full force and effect  and the  Seller is in  compliance  in all
material respects with the terms and conditions of all such permits.  The Seller
has not received any written notice, or is aware, of any current  administrative
or  judicial  investigation,  proceeding,  order,  or  action  with  respect  to
violations, alleged or proven, of Environmental Laws by the U.S. Agtrol Division
or  otherwise  involving  the  Leasehold  Interests  or  the  operations  of the
Purchased Assets and the business of the U.S. Agtrol Division conducted thereat.
No Hazardous Substance that presents any risk to human health or the environment
that requires  remediation or removal under Environmental Laws is present at the
Leasehold  Interests,  and no amount of  Hazardous  Substance  is present at the
Leasehold  Interests  as a result of any  action or  inaction  of the  Seller in
violation of Law.  "Environmental  Laws" means all applicable  local,  state and
federal statutes and regulations  relating to the protection of human health and
the environment,  including the Federal Insecticide,  Fungicide, and Rodenticide
Act ("FIFRA") and the regulations adopted thereunder.

      4.19  Disclosure  of  Confidential  Information  to  Others;   Restrictive
Agreements.

            (a) Schedule 4.19 sets forth a true and complete list of all Persons
      (other than Buyer, Buyer's agents and representatives and employees of the
      U.S. Agtrol Division) to whom the Seller has disclosed all or any material
      portion of the Business Secrets during the last two (2) years prior to the
      Effective  Date,  including the name and address of each such Person and a
      copy of any non-disclosure or other agreement executed by such Person with
      respect  to the  disclosed  information.  Except as set forth on  Schedule
      4.19, no other Person has had  possession of or access to, whether with or
      without  the  Seller's  consent,  the  customer  list of the  U.S.  Agtrol
      Division or any other


                                       18
<PAGE>

      Business  Secret during the two (2) years prior to the Effective Date. The
      disclosure of Business  Secrets by the Seller to the employees of the U.S.
      Agtrol  Division was solely for the purpose of allowing such  employees to
      conduct the business of the U.S.  Agtrol Division on behalf of the Seller;
      the  Seller  has  given no such  employee  the  right to use the  Business
      Secrets for any other purpose;  and the Seller is hereby  transferring  to
      Buyer all of its rights  against  any Person who has in the past or may in
      the future  violate such limited use rights.  For the purposes of the this
      Agreement,  "Business Secrets" means any of the following  information and
      materials  pertaining or relating to the U.S.  Agtrol  Division and/or the
      Purchased  Assets,  to  the  extent  the  Seller  reasonably  deemed  such
      information  to be  confidential:  customer  lists,  sales  and  marketing
      strategies,  sales and gross profit data, cost data, contract information,
      know-how  (other  than  Copper  Product  know-how)  and the  terms of this
      Agreement,  excluding information readily available to the public, whether
      or not in  written  form and  whether  or not the  Seller  has  possession
      thereof.

            (b) Schedule  4.19  contains all  currently  existing and  effective
      contracts,  agreements  or  arrangements  of  any  kind,  or  if  oral,  a
      description thereof, to which the Seller is a party or by which the Seller
      is otherwise  bound and which restrict the Seller or any of its Affiliates
      from  engaging in any line of business  or from  competing  with any other
      Person  anywhere  in the world with  respect to the  business  of the U.S.
      Agtrol Division as currently conducted or contemplated.

            (c)  Schedule  4.19  contains  all  non-disclosure  or similar  such
      agreements  to which the  Seller  is a party  that  bind the  Seller  with
      respect  to  information  provided  or made  available  to the  Seller  in
      connection with the U.S. Agtrol Division.

      4.20 Books and  Records.  The Seller  maintains  only one set of books and
records with respect to the U.S.  Agtrol  Division,  which books and records are
maintained  in the  ordinary  course;  all such  books  and  records  are in all
material respects an accurate reflection of all transactions entered into by the
Seller with respect to the U.S. Agtrol  Division.  Neither the Seller nor anyone
acting on its behalf has made any payments or otherwise  provided any  benefits,
direct or indirect, to any customer, supplier, governmental agency or otherwise,
or to any employee or agent thereof, in connection with the U.S. Agtrol Division
for the purpose of acquiring purchase or sales  relationships of the business of
the U.S. Agtrol Division or otherwise, that (a) are be unknown or undisclosed to
the employers of the persons who received any such  payments;  (b) are unlawful,
in any respect;  or (c) are not fully disclosed as such on the books and records
of the Seller.

      4.21 Validity of  Representations  and Warranties.  No  representation  or
warranty of the Seller and no statement,  report, or certificate furnished or to
be furnished by or on behalf of the Seller or any of its  respective  employees,
representatives or agents in connection  herewith,  contains or will contain any
untrue  statement of a material fact or omits, or will omit, to state a material
fact necessary in order to make the statements  contained  herein or therein not
misleading.


                                       19
<PAGE>

                                   ARTICLE 5

                     Representations and Warranties of Buyer

      Buyer represents and warrants to the Seller that:

      5.1  Organization  and Standing.  Buyer is a corporation  duly  organized,
validly  existing and in good standing  under the laws of the State of Delaware.
Buyer has all requisite corporate power and corporate authority to own and lease
its assets and properties and to carry on its business as and in the places such
assets  and  properties  are now owned or  leased  and where  such  business  is
presently conducted.

      5.2  Authority.  Buyer has all  requisite  corporate  power and  corporate
authority to enter into this Agreement, the other Transactions Documents and the
Buyer Note and to carry out the  transactions  contemplated  hereby and thereby.
This  Agreement  has been duly  executed  by Buyer  constitutes,  and each other
Transaction  Document and the Buyer Note,  when executed and delivered by Buyer,
will constitute, the legal, valid and binding obligations of Buyer, in each case
enforceable  against it in  accordance  with their  respective  terms subject to
bankruptcy, insolvency,  reorganization,  moratorium and similar laws of general
applicability  relating to or affecting  creditors' rights and to general equity
principles.  All corporate proceedings and actions required to be taken by Buyer
relating to the execution, delivery and performance of this Agreement, the other
Transaction   Documents  and  the  Buyer  Note,  and  the  consummation  of  the
transactions contemplated hereby and thereby, have been duly taken.

      5.3  Litigation.  There is no action,  suit,  proceeding,  arbitration  or
investigation pending, or, to the knowledge of Buyer, threatened,  against Buyer
or any  of its  Affiliates,  and  there  is not  outstanding  any  order,  writ,
injunction,  award or decree of any court or arbitrator  or any federal,  state,
municipal  or  other  governmental  department,  commission,  board,  agency  or
instrumentality  to which Buyer or any of its  Affiliates is subject,  in either
case that could  reasonably  be  expected  to affect  materially  adversely  the
ability of Buyer to consummate the  transactions  contemplated by this Agreement
and by the other Transaction Documents.

      5.4  Financing.  At the  Closing,  Buyer will have all funds  necessary to
consummate  the  transactions  contemplated  by this  Agreement and by the other
Transaction Documents.

      5.5 No Violation; Qualification. Except as may be caused or made necessary
by  facts  relating  solely  to the  Seller:  (a) the  execution,  delivery  and
performance of this Agreement and the other  Transaction  Documents by Buyer and
the consummation by it of the transactions contemplated by this Agreement and by
the other  Transaction  Documents  will not (i)  conflict  with or  violate  any
provision of the certificate of incorporation  or bylaws of Buyer,  (ii) with or
without the giving of notice or the passage of time, or both, result in a breach
of, or violate,  or be in conflict with, or constitute a material default under,
or  permit  the  termination  of,  or cause or permit  acceleration  under,  any
material agreement,  instrument, debt or obligation to which Buyer is a party or
to or by  which it is  subject  or  bound,  or (iii)  violate  any law,  rule or
regulation or any order,  judgment,  decree or award of any court,  governmental
authority  or  arbitrator  to or by which  Buyer is subject or bound,  except as
would not  reasonably  be  expected  to have a  material  adverse  effect on the
ability of Buyer


                                       20
<PAGE>

to consummate the  transactions  contemplated by this Agreement and by the other
Transaction  Documents;  and (b) no material consent,  approval or authorization
of, or declaration,  filing or registration with, or notice to, any governmental
or  regulatory  authority or any other third party is required to be obtained or
made by Buyer in connection with the execution, delivery and performance of this
Agreement  and  the  other  Transaction  Documents  or the  consummation  of the
transactions  contemplated  by  this  Agreement  and  by the  other  Transaction
Documents,  other than those  consents that are the  obligation of the Seller to
obtain.

      5.6  Brokerage  or Finder's  Fee.  No Person is entitled to any  brokerage
commissions or finder's fees in connection with the transactions contemplated by
this  Agreement as a result of any action taken by Buyer,  any of its Affiliates
or any of its or their officers, directors or employees.

      5.7 Investigation.

            (a) Buyer has made its own  inquiry  and  investigation  into,  and,
      based thereon,  has formed an independent  judgment  concerning,  the U.S.
      Agtrol  Division and the Purchased  Assets to the extent  permitted by the
      information provided by the Seller.

            (b) In  connection  with Buyer's  investigation  of the U.S.  Agtrol
      Division and the  Purchased  Assets,  Buyer has  received  from the Seller
      certain  projections and other  forecasts,  plans and budgets and has made
      its  own  investigation   thereof.   Buyer  acknowledges  that  there  are
      uncertainties inherent in attempting to make such projections,  forecasts,
      plans and budgets,  that Buyer is familiar with such uncertainties.  Buyer
      is  taking  full  responsibility  for  making  its own  evaluation  of the
      adequacy and accuracy of all estimates, projections,  forecasts, plans and
      budgets so furnished  to it.  Buyer agrees that it shall be estopped  from
      making  any claim  against  the Seller  for  breach of  representation  or
      warranty to the extent that Buyer knew such  representation or warranty to
      be inaccurate or untrue at Closing.

                                    ARTICLE 6

                                Certain Covenants

      6.1  Consents.  The Seller shall use  commercially  reasonable  efforts to
obtain  all  consents   required  of  third  persons  in  connection   with  the
transactions  contemplated by this Agreement,  including  consents in respect of
Contracts,  either by assignment or novation thereof, and Buyer shall provide to
the Seller reasonable cooperation in connection therewith.  Without limiting the
generality of the foregoing,  Buyer (a) shall provide such financial  statements
and other  financial  information  with  respect to Buyer as may  reasonably  be
requested,  and (b) shall use  commercially  reasonable  efforts,  at no cost to
Buyer,  and shall  assist the Seller in its  efforts,  at no cost to Buyers,  to
obtain for the benefit of the Seller,  from the other party or parties  thereto,
the  release  of the  Seller  from all  liabilities  and  obligations  under the
Contracts  accruing  or  arising  with  respect  to the  period  on or after the
Effective Date. The provisions of this Section 6.1 shall survive the Closing.


                                       21
<PAGE>

      6.2 Certain Employee Matters.

            (a) Buyer shall offer employment to all of the employees employed by
      the Seller  exclusively  for the U.S. Agtrol Division in the United States
      listed  on  Schedule  6.2  (the  "U.S.  Employees")  as of  June  1,  2001
      ("Employment  Date");  provided,  however,  that Buyer may condition  such
      offer of  employment  on (i) any such U.S.  Employee's  continuing to be a
      U.S.  Employee on the  Employment  Date and (ii) the  Seller's  not having
      given notice to such U.S.  Employee prior to the Employment Date that such
      U.S. Employee's employment shall be terminated; provided, further, that no
      U.S. Employee who is on layoff or leave of absence (including  disability)
      on the Employment  Date shall be deemed a U.S.  Employee  unless and until
      such employee returns to active  employment with the U.S. Agtrol Division.
      Each  such  offer  of  employment  shall be at the  same  salary  and with
      substantially the same medical and health insurance  benefits as in effect
      immediately  prior to the  Employment  Date. To the extent that service is
      relevant for  eligibility  and vesting  under any  retirement  or employee
      benefit plan, program or arrangement established or maintained by Buyer or
      any of its  Affiliates  for the  benefit  of U.S.  Employees,  such  plan,
      program or arrangement shall credit all U.S. Employees for eligibility and
      vesting  service on or prior to the Employment Date with the Seller or any
      Affiliate  or  predecessor  thereof.  Buyer  shall  cause to be waived all
      limitations  on  benefits  relating  to any  pre-existing  conditions  and
      recognize,  for purposes of annual  deductible  and  out-of-pocket  limits
      under its medical and dental plans,  deductible and out-of-pocket expenses
      paid by U.S.  Employees and their  dependents under the medical and dental
      plans in which they  participate  in the calendar  year of the  Employment
      Date. Each U.S. Employee who accepts his or her continuation of employment
      offer  shall be, as  effective  as of the  Employment  Date,  an "at will"
      employee of Buyer,  unless Buyer and such U.S. Employee shall enter into a
      written  employment  agreement  to  the  contrary.  Nothing  herein  shall
      restrict  Buyer's  ability to change or terminate  the benefits or benefit
      plans provided to any U.S.  Employees or to change the "at will" status of
      such employees.  The Seller shall remain  responsible  for, as an Excluded
      Liability,  and shall  pay,  any  severance  claims,  costs and  causes of
      action,  of all U.S.  Employees  with respect to the period on or prior to
      the Effective Date and with respect to the Seller's severance policies.

            (b) Neither the Seller nor Buyer is  planning or  contemplating,  or
      has made or taken,  and  neither  the Seller nor Buyer shall make or take,
      any decisions or actions  concerning the U.S. Agtrol Division's  employees
      that would require the service of notice under the U.S. Worker  Adjustment
      and Retraining Act of 1988, as amended (the "WARN Act"), or the service of
      notice,  making of a filing or  receipt  of any other  approval  under any
      employee or similar  notice,  filing or approval  provision of  applicable
      foreign,  federal, state or local Law, including any decision not to offer
      employment to any employees of the U.S. Agtrol Division that would cause a
      violation of the WARN Act or any such similar foreign,  federal,  state or
      local Law.

            (c) This Section 6.2 shall  operate  exclusively  for the benefit of
      the parties to this  Agreement (and their  permitted  assigns) and not for
      the benefit of any other Person.

            (d)  Buyer  shall  not  assume  any  Benefit  Plan or  liability  or
      obligation under any plan, contract, payroll practice or other arrangement
      that the Seller  sponsors,  contributes to, or  participates  in, or under
      which the Seller has or may have any liability or  obligation,  whether or
      not disclosed under this Agreement or in any Schedule.


                                       22
<PAGE>

            (e)  Buyer  shall  not  assume,  and the  Seller  shall  retain  and
      indemnify and hold Buyer harmless from and against,  all  liabilities  and
      claims  brought  (i)  by  current  or  former   employees  of  the  Seller
      exclusively for the U.S. Agtrol Division (or their  respective  dependants
      and  beneficiaries)  in connection with their employment or termination of
      employment  with the Seller on or prior to the Effective  Date,  (ii) with
      respect to any Benefit  Plan,  including  any liability for payment of any
      claim  thereunder  or that  otherwise  arose  as a  result  of  events  or
      conditions  occurring on or prior to the  Effective  Date, or (iii) by any
      current or former independent contractor of the Seller exclusively for the
      U.S. Agtrol Division (or its respective  dependents and  beneficiaries) in
      connection with (A) any challenge to its  classification as an independent
      contractor or (B) any Benefit Plan, and (iv) any employee  benefit plan or
      arrangement maintained by the Seller or any ERISA Affiliate of the Seller.

            (f) To the extent  required by  applicable  Law, the Seller shall be
      responsible  for and retain all liability  for, as an Excluded  Liability,
      giving notification of and providing health care continuation  coverage to
      current  or  former  employees  of the  U.S.  Agtrol  Division  and  their
      "qualified  beneficiaries"  within the  meaning of and as  required by the
      Consolidated  Omnibus  Budget  Reconciliation  Act  of  1985,  as  amended
      ("COBRA"),  and  shall  indemnify  and hold  Buyer  harmless  against  any
      liability arising out of any such failure to comply with COBRA;  provided,
      however,  that Buyer shall be responsible and liable for giving notice and
      providing COBRA  continuation  coverage to any U.S. Employee in connection
      with  Buyer's  group  medical  plan as a result of events  occurring on or
      after the Employment Date to the extent required by applicable Law.

      6.3 Disclosure of Business Secrets. In the event (a) any present or former
employee,  agent,  representative  or  independent  contractor of the Seller has
disclosed  directly or indirectly or used for his own benefit or for the benefit
of another Person any Business Secret learned by such individual  while employed
or otherwise  working for or acting on behalf of the Seller or (b) any Person to
whom the Seller or any of its  Affiliates  has disclosed  any Business  Secrets,
whether pursuant to an non-disclosure  agreement or otherwise,  discloses or has
disclosed  directly or indirectly or uses or has used for its own benefit or for
the benefit of any other Person any  Business  Secret so  disclosed,  the Seller
shall, at Buyer's request, and at the Seller's cost and expense, assign to Buyer
any cause of action or other claim that the Seller may have  against any present
or former  employee,  agent,  representative  or independent  contractor for any
actions or omissions prior to or following the Closing. The Seller shall, at its
cost and expense, cooperate with Buyer, as reasonably requested by Buyer, in the
prosecution of such claim.  The provisions of this Section 6.3 shall survive the
Closing.

      6.4 Non-Competition, Non-Disclosure and Non-Solicitation.

            (a) For a period  commencing on the Effective Date and ending on (i)
      the date that is four (4) years after the Effective Date if on or prior to
      such date either party to the Supply  Agreement has delivered to the other
      party notice of non-renewal of the Supply Agreement in accordance with its
      terms or (ii) the date that is five (5) years after the Effective  Date if
      neither  party to the Supply  Agreement  has  delivered to the other party
      notice  of  non-renewal  in  accordance  with its terms  (the  "Restricted
      Period"),  the Seller  shall not, and the Seller shall ensure that none of
      its Affiliates shall, engage, directly or indirectly,  in the manufacture,
      distribution,  marketing,  developing,  and/or sale of products  currently
      sold  or  distributed  by the  U.S.  Agtrol  Division,


                                       23
<PAGE>

      products sold or  distributed at any time during the three (3) years prior
      to the Effective Date by the U.S. Agtrol Division,  products  currently in
      development by the U.S. Agtrol Division and Substitute  Products of any of
      the foregoing,  but excluding copper sulfate,  copper carbonate and copper
      oxides and related products (the  "Business"),  anywhere in the world (the
      "Restricted  Area")  except as may be  necessary to comply with the Supply
      Agreement and as permitted under the License Agreement.  By way of further
      definition  and  explanation of the  foregoing,  and without  limiting the
      generality of the foregoing  restriction,  during such Restricted  Period,
      neither  the  Seller  nor any of its  Affiliates  shall  acquire,  manage,
      operate,  join, control,  participate or become financially interested in,
      or be connected with (in any capacity, whether as a partner,  stockholder,
      investor,  consultant,  independent contractor,  agent,  representative or
      otherwise), or provide any direct or indirect financial assistance to, any
      Person that is engaged, directly or indirectly, in the Business within the
      Restricted Area.  Nothing  contained herein,  however,  shall prohibit the
      Seller  or any of its  Affiliates  (i)  from  acquiring  and  owning,  for
      investment  purposes  only,  up to five  percent  (5%) of the  outstanding
      equity  securities  of a Person  engaged in the  Business  if such  equity
      securities  of any such Person are  available  to the general  public on a
      national  securities  exchange,  (ii) from  taking  action to collect  any
      Receivable in accordance  with Section 2.5 or (iii) from reworking  and/or
      selling Excess Inventory;  provided,  however, that the Seller shall first
      offer  such  Excess  Inventory  for  sale to Buyer  on  conditions  in the
      aggregate no less  favorable  than those on which it may  ultimately  sell
      such Excess Inventory.

            (b) The Seller hereby acknowledges,  covenants and agrees that, from
      and after the Closing  Date,  it will hold any and all items  constituting
      Business Secrets communicated or transmitted to, or otherwise obtained by,
      it in strictest confidence. The Seller shall not, regardless of the reason
      therefor, directly or indirectly make use of, exploit, disclose or divulge
      any  Business  Secrets to any other  Person  (except  to the  extent  such
      information  is required to be submitted  to any  federal,  state or local
      governmental  authority  or to any other  Person  pursuant  to subpoena or
      other  court  process or as may be  permitted  herein),  or make any false
      statement or otherwise commit any act (including  contacting any customers
      of the U.S. Agtrol  Division  except to collect  Receivables in accordance
      with  Section  2.5 and/or to sell  Excess  Inventory  in  accordance  with
      Section  6.4(c)(a))  that is  intended  to be in any way be  injurious  or
      detrimental  to the  Business or to Buyer's use of the  Purchased  Assets,
      including Buyer's image, business or customer relations.

            (c) During the Restricted  Period, the Seller shall not, for its own
      benefit, or for the benefit of any other Person, or for any reason, accept
      any business with respect to the Business from, or intentionally interfere
      in any manner with Buyer's business relationship with, any customer of the
      U.S.  Agtrol  Division  except to collect  Receivables in accordance  with
      Section 2.5 and/or to sell Excess  Inventory  in  accordance  with Section
      6.4(c)(a).  Without  limiting the generality of the foregoing,  the Seller
      shall not solicit or induce, or attempt to solicit or induce, any business
      with respect to the Business  (directly or indirectly  through any Person)
      from any customer of the U.S. Agtrol Division,  regardless of the purpose.
      Furthermore,  nothing  contained in this Section 6.4(c) shall be construed
      to infer that the  Seller is, in any  respect  whatsoever,  retaining  any
      rights  to,  or in  respect  of,  the  customer  list of the  U.S.  Agtrol
      Division,  any customer  information  of the U.S.  Agtrol  Division or any
      other Business  Secrets for direct or indirect use after the expiration of
      the  Restricted  Period,  it being  understood and agreed that pursuant to
      this  Agreement  Buyer is  acquiring  all of the Seller's  rights  thereto
      without limitation as to time or otherwise.


                                       24
<PAGE>

            (d) During the Restricted Period, neither Buyer nor the Seller shall
      hire,  solicit  (except for general  solicitations  made to the public) or
      induce,  or attempt to hire,  solicit or induce  (directly  or  indirectly
      through any Person),  for employment,  or interfere in any manner with the
      other party's  relationship  with, any employee of such other party hereto
      or any of its Affiliates.

            (e) The Seller  acknowledges  and  agrees  that the  agreements  and
      covenants  contained  in this  Section  6.4 are of a unique  and  valuable
      nature and may, if breached,  result in  irreparable  damage to Buyer that
      may not be readily susceptible to monetary valuation; and, accordingly, in
      the event of the breach of any  covenant or  agreement  contained  in this
      Section 6.4, Buyer shall be entitled to seek injunctive or other equitable
      relief,  in addition to any other remedies  provided by Law or equity,  in
      furtherance of the  enforcement  thereof.  In no event shall the amount or
      value of any  consideration  paid or given by Buyer for the  covenants and
      agreements  contained in this Section 6.4, or otherwise in connection with
      this  Agreement,  be used to  determine  the scope or  extent  of  damages
      suffered by Buyer in the event of a breach by the Seller of such covenants
      and agreements.

            (f) In addition to the consideration  allocated to the covenants and
      agreements  set forth in this Section 6.4,  the Seller  acknowledges  that
      Buyer  would not have  completed  the  transactions  contemplated  by this
      Agreement  and  the  Transaction   Documents   absent  the  covenants  and
      agreements set forth in this Section 6.4.

            (g) The provisions of this Section 6.4 shall survive the Closing.

      6.5 Bulk Sales Laws. Buyer hereby waives compliance by the Seller with any
bulk sales law,  including Article 6 of the Uniform Commercial Code, that may be
applicable to any of the transactions contemplated by this Agreement.

      6.6 Transactional  Taxes. The Seller and Buyer shall each bear and satisfy
fifty percent  (50%) of any and all sales,  transfer,  value added,  conveyance,
stamp,  recording or other similar Taxes or governmental charges or fees imposed
by any taxing or other  jurisdiction  (other than any  federal,  provincial  and
local  Australian  Taxes)  with  respect to the  transfer or  assignment  of the
Purchased  Assets  or  otherwise  on  account  of this  Agreement  or any of the
transactions contemplated by this Agreement.

      6.7 Books and Records.

            (a) On  reasonable  notice from time to time after the Closing Date,
      Buyer   shall   permit   the  Seller   and  their   successors,   and  the
      representatives thereof,  reasonable access, during normal business hours,
      for  purposes  of  inspection   and/or  copying  of  all   correspondence,
      contracts,  agreements and other books and records  pertaining to the U.S.
      Agtrol  Division  that  constitute a part of the Purchased  Assets.  Buyer
      shall cause all such  materials to be preserved  for seven (7) years after
      the Effective Date.


                                       25
<PAGE>

            (b) Without limiting the provisions of Section 6.7(a),  for a period
      of seven (7) years  after the  Effective  Date,  Buyer  shall  assist  and
      cooperate with the Seller and its successors,  at the Seller's expense, in
      collecting  and  assembling  information  that  constitute  a part  of the
      Purchased Assets.

      6.8  Product  Registrations.  Buyer  shall be  responsible  for  preparing
appropriate   documentation   to   transfer   from  the   Seller  to  Buyer  the
Registrations,  and all rights to all data supporting such registrations, of the
U.S.  Agtrol  Division  as  necessary,  in Buyer's  sole  judgment,  to sell and
distribute the Copper  Products and the Non-Copper  Products.  After the Closing
Date, to the extent  requested by Buyer in order to comply with  applicable Law,
the Seller shall cooperate with and provide commercially  reasonable  assistance
to  Buyer  for  Buyer  to  obtain,  by  transfer  or  otherwise,   any  existing
registrations for the Copper Products and the Non-Copper  Products or the active
ingredients  therein and rights of the Seller and/or its  Affiliates to all data
supporting  such  registrations,  held by the  Seller in any  jurisdiction.  The
Seller  hereby  licenses  Buyer  to sell  and  distribute  Copper  Products  and
Non-Copper  Products under the Seller's  Registrations until Buyer has effective
Registrations for such products.

      6.9 Product  Rework.  If, after the Effective  Date,  Buyer  receives as a
return any product sold or distributed by the U.S.  Agtrol  Division on or prior
to the  Closing  Date,  which  product  is no longer  marketable,  Buyer may use
commercially  reasonable  efforts  to rework  such  product  in order to make it
marketable.  Buyer shall be responsible  for and shall bear the first $50,000 of
costs it incurs in connection with such rework (the "Rework Costs").  The Seller
shall  promptly  pay to  Buyer,  notwithstanding  any  limitations  set forth in
Article  7, all  Rework  Costs  incurred  by Buyer in  excess of  $50,000,  upon
delivery to the Seller of reasonable  evidence of the  incurrence of such Rework
Costs.

      6.10 Stock Sales.  The parties shall act in good faith to  consummate  the
sale of all of the issued and outstanding  equity  interests of Agtrol Argentina
(the  "Argentina  Stock Sale") and Agtrol  Mexico (the "Mexico Stock Sale") from
the Seller to Buyer for  aggregate  consideration  of $10  pursuant  to separate
Stock  Purchase  Agreements  that shall  substantially  replicate  the terms and
conditions  hereof to the extent  applicable  and subject to such changes (i) as
may be  necessary  or  desirable  under  applicable  local law or (ii) as may be
reasonable in light of the size and type of the  operations of Agtrol  Argentina
and Agtrol Mexico.

                                    ARTICLE 7

                                 Indemnification

      7.1 Seller's  Obligation  to  Indemnify.  From and after the Closing,  and
subject to the terms and conditions of this Article 7, the Seller hereby assumes
and  agrees  to  save,  indemnify  and hold  harmless  Buyer  and its  officers,
directors and stockholders (collectively "Buyer Indemnitees") from and against:

            (a) any loss,  liability or damage suffered or incurred by any Buyer
      Indemnitee by reason of any breach by the Seller of any  representation or
      warranty of the Seller set forth in this Agreement;


                                       26
<PAGE>

            (b) any loss,  liability or damage suffered or incurred by any Buyer
      Indemnitee by reason of the  non-fulfillment by the Seller of any covenant
      or  agreement  to be  performed  or complied  with by the Seller  under or
      pursuant to this Agreement;

            (c) any loss,  liability or damage suffered or incurred by any Buyer
      Indemnitee  with respect to or in  connection  with any one or more of the
      Excluded Liabilities;

            (d) any  liability  or  damage  suffered  or  incurred  by any Buyer
      Indemnitee arising out of or related to the ownership or use of any of the
      Purchased Assets and/or the operations, business or activities of the U.S.
      Agtrol  Division  prior to the Effective  Date (other than with respect to
      Inventory sold by Buyer or any Affiliate  thereof after the Closing Date);
      and

            (e) any actions, suits, proceedings,  judgments, costs and expenses,
      including reasonable attorneys' fees, incident to any of the foregoing, or
      incurred in enforcing any of the obligations under this Section 7.1.

      7.2 Buyer's  Obligation  to  Indemnify.  From and after the  Closing,  and
subject to the terms and  conditions of this Article 7, Buyer hereby assumes and
agrees  to save,  indemnify  and hold  harmless  the  Seller  and its  officers,
directors and stockholders (collectively "Seller Indemnitees") from and against:

            (a) any loss, liability or damage suffered or incurred by any Seller
      Indemnitee  by reason  of any  breach  by Buyer of any  representation  or
      warranty of Buyer set forth in this Agreement;

            (b) any loss, liability or damage suffered or incurred by any Seller
      Indemnitee  by reason of the  non-fulfillment  by Buyer of any covenant or
      agreement to be  performed or complied  with by Buyer under or pursuant to
      this Agreement;

            (c) any loss, liability or damage suffered or incurred by any Seller
      Indemnitee  arising  in  connection  with any  Seller  Indemnitee  for any
      Assumed Liabilities;

            (d) any loss, liability or damage suffered or incurred by any Seller
      Indemnitee arising out of or related to the ownership or use of any of the
      Purchased Assets and/or the operations, business or activities of the U.S.
      Agtrol  Division on or after the  Effective  Date  (including  the license
      under Section 6.8); and

            (e) any actions, suits, proceedings,  judgments, costs and expenses,
      including reasonable attorneys' fees, incident to any of the foregoing, or
      incurred in enforcing any of the obligations under this Section 7.2

      7.3 Procedure for  Satisfaction of Indemnity  Claims.  The obligations and
liabilities  of the parties  hereto shall be subject to the following  terms and
conditions:

            (a) Any party  required  to  indemnify  another  Person  under  this
      Agreement may be referred to herein as the  "Indemnifying  Party," and any
      Person entitled to indemnification

                                       27
<PAGE>

      hereunder may be referred to herein as the "Indemnified  Party." Any claim
      for indemnification  made pursuant to this Article 7 is sometimes referred
      to as an "Indemnity Claim."

            (b) The  Indemnified  Party shall give prompt  written notice to the
      Indemnifying  Party of any Indemnity Claim after learning of the existence
      thereof; provided, however, that the failure to provide such prompt notice
      shall in no event impair the rights of the Indemnified  Party or limit the
      obligations of the Indemnifying  Party hereunder except to the extent that
      such  failure  has an adverse  effect on the  ability of the  Indemnifying
      Party  adequately to defend such claim. In the event of a claim brought by
      a third  party  (a  "Third  Party  Claim")  which  might  give  rise to an
      Indemnity  Claim by the  Indemnified  Party,  such notice of the Indemnity
      Claim  shall  state the nature and basis of said  Indemnity  Claim and the
      amount  thereof,  to the extent known. In the event of any other Indemnity
      Claim, including one for an alleged breach or misrepresentation hereunder,
      such notice  shall state the nature and basis  thereof,  the amount of the
      asserted  damages,  and the  method by which  such  alleged  damages  were
      calculated;  provided,  however,  that the Indemnified  Party shall in all
      events have the right  subsequently to revise the basis for such Indemnity
      Claim and the  amount of damages  asserted  as well as the method by which
      such damages are calculated.

            (c) In the event of a Third Party Claim:

                  (i)  Provided  that  the  Indemnifying  Party  has  adequately
            evidenced  to the  Indemnified  Party its  ability to  satisfy  such
            claim,  the  Indemnifying  Party shall be entitled to contest and to
            assume the defense of the claim at the Indemnifying Party's expense,
            and further provided that it utilizes  reputable counsel  reasonably
            satisfactory to the Indemnified Party. In the event the Indemnifying
            Party  gives  notice to the  Indemnified  Party of the  Indemnifying
            Party's election to assume the contest or defense as aforesaid, then
            the  Indemnifying  Party shall be obligated  promptly to defend such
            claim.  The  Indemnified  Party shall, at the  Indemnifying  Party's
            expense, make available to the Indemnifying Party and its attorneys,
            accountants or other duly designated agents all books and records of
            the  Indemnified  Party  relating  to  any  such  action,   suit  or
            proceeding,  and the  parties  hereto  agree to render to each other
            such assistance (at the expense of the  Indemnifying  Party) as they
            may  reasonably  require of each other in order to ensure the proper
            and  adequate  contest  or  defense  of any  such  action,  suit  or
            proceeding.  The Indemnified  Party shall be entitled,  with counsel
            selected by the  Indemnified  Party,  to  participate in (but not to
            control), at its own expense, the defense of any claim or litigation
            which the Indemnifying  Party has, in accordance with the provisions
            of this  subparagraph  (i), elected to defend,  and to be kept fully
            informed of the status thereof at all stages, including the right to
            receive,  at  the  Indemnifying  Party's  expense,   copies  of  all
            pleadings and other material papers in connection with such claim or
            litigation.  The Indemnifying Party shall not settle any Third Party
            Claim  without the consent of the  Indemnified  Party unless (1) the
            Indemnifying  Party fully  indemnifies the Indemnified Party for all
            liabilities,  damages, losses, costs and expenses in connection with
            such settlement of such claim,  (2) there is no finding or admission
            of any violation of Law by the Indemnified Party not agreeing to the
            settlement,  and (3) the  relief  granted  in  connection  therewith
            requires  no action  on the part of,  and has no  economic  or other
            adverse effect on, the Indemnified Party.

                  (ii) If the  defense of a Third  Party Claim is not assumed by
            the Indemnifying  Party as provided in subparagraph (i) above,  then
            the Indemnified  Party may (to the extent that the Indemnified Party
            determines  to  do so in  its  sole  discretion)  conduct  any  such


                                       28
<PAGE>

            proceeding as it deems appropriate  utilizing reputable counsel, and
            may take  whatever  action it deems  necessary  or  appropriate,  to
            resolve or settle such claim or dispute,  but shall in no event have
            any  obligation  to defend any such claim or proceeding or to appeal
            any adverse finding or  determination or to defend the appeal by any
            other party to a favorable  determination,  it being agreed that any
            actions  taken or omitted  with respect to the  foregoing  shall not
            avoid,  reduce  or  mitigate  the  Indemnifying   Party's  liability
            hereunder.  The Indemnifying  Party shall  nevertheless,  at its own
            expense,  make available to the Indemnified  Party and its attorneys
            and  accountants  all books and  records of the  Indemnifying  Party
            relating to such  proceedings  or litigation and shall render to the
            Indemnified Party such assistance as may be reasonably  requested by
            the Indemnified  Party.  The  Indemnifying  Party shall be entitled,
            with counsel selected by it, to participate in (but not to control),
            at its own expense, the defense of any claim or litigation which the
            Indemnifying  Party has not elected to defend in accordance with the
            provisions of subparagraph  (i) above.  The Indemnified  Party shall
            not settle any Third Party Claim  without first giving notice of the
            proposed  settlement  to the  Indemnifying  Party  (the  "Settlement
            Notice").  The Indemnifying Party shall have the right,  exercisable
            within ten (10) Business Days  following  receipt of the  Settlement
            Notice,  to  instruct  the  Indemnified  Party not so to settle such
            Third Party Claim;  provided that, in such event,  the  Indemnifying
            Party  shall be  required  to assume  the  defense of any such Third
            Party Claim subject to and in  accordance  with the  provisions  and
            prerequisites  of subparagraph  (i) above (including those set forth
            in  the  first  sentence  thereof);   provided,  further,  that  the
            Indemnified Party shall be entitled to settle such Third Party Claim
            regardless  of the  instructions  of the  Indemnifying  Party to the
            contrary if the Indemnifying Party is unable or fails to satisfy the
            requirements set forth in clauses (A) and (B) contained in the first
            sentence of subparagraph (i) above.

      7.4 Survival and Other Matters.  Notwithstanding  anything to the contrary
contained in this Agreement or any other Transaction Document:

            (a) Each representation, warranty, indemnity, covenant and agreement
      of the Seller and Buyer shall survive the Closing; provided, however, that
      no  Indemnified  Party shall be  entitled to assert any claim  against any
      Indemnifying  Party under Section 7.1(a),  7.1(b) or 7.1(e) (to the extent
      related to Section  7.1(a) or  7.1(b)),  7.2(a),  7.2(b) or 7.2(e) (to the
      extent related to Section  7.2(a) or 7.2(b)) of this Agreement  unless the
      Indemnified Party asserting such claim shall notify the Indemnifying Party
      in  writing  of such  claim,  in  reasonable  detail,  prior to the second
      anniversary  of the Closing  Date, in which case the  Indemnified  Party's
      right to indemnification in respect of such claim will survive.

            (b) The Seller shall have no liability under Section 7.1(a),  7.1(b)
      and 7.1(e) (to the extent  related to Section 7.1(a) and 7.1(b)) and under
      any  similar  indemnification  provisions  for  breach of  representation,
      warranty, covenant or agreement by the Seller and/or its Affiliates in the
      purchase  agreements for the French Asset Sale,  the Argentina  Stock Sale
      and  the  Mexico   Stock  Sale   (collectively   the   "Foreign   Purchase
      Agreements"),  and Buyer shall have no  liability  under  Section  7.2(a),
      7.2(b) and 7.2(e) (to the extent related to Section 7.2(a) and 7.2(b)) and
      under any similar indemnification provisions for breach of representation,
      warranty,  covenant or  agreement by Buyer  and/or its  Affiliates  in the
      Foreign  Purchase  Agreements,  as the case may be,  unless the  aggregate
      amount of all of such party's liabilities thereunder, but for this Section
      7.4(b) exceeds  $125,000;  provided,  however,  such limit applies to such
      liabilities in the aggregate,  and not to each individual liability,  such
      that once the  aggregate of such  liabilities  exceeds  such amount,  such
      party shall be


                                       29
<PAGE>

      responsible  to  indemnify  the  Indemnified  Party  fully  for  all  such
      liabilities,  to the extent such liabilities exceed such amount; provided,
      further,  that any Rework Costs  incurred by Buyer (and not  reimbursed by
      the  Seller)  in excess of  $25,000  shall be  included  for  purposes  of
      determining  whether  Seller's  liabilities  have  exceeded  such  amount.
      Notwithstanding the foregoing,  no such monetary limitation shall apply as
      to any  Third  Party  Claim  or to any  claim  based  on  fraud  or  gross
      negligence.

            (c) The Seller shall have no liability under Section 7.1(a),  7.1(b)
      and 7.1(e) (to the extent  related to Section 7.1(a) and 7.1(b)) and under
      any  similar  indemnification  provisions  for  breach of  representation,
      warranty, covenant or agreement by the Seller and/or its Affiliates in the
      Foreign  Purchase  Agreements,  and Buyer  shall have no  liability  under
      Section 7.2(a), 7.2(b) and 7.2(e) (to the extent related to Section 7.2(a)
      and 7.2(b)) and under any similar indemnification provisions for breach of
      representation,  warranty,  covenant  or  agreement  by Buyer  and/or  its
      Affiliate in the Foreign Purchase  Agreements,  as the case may be, to the
      extent the aggregate amount of such party's  liabilities  thereunder,  but
      for  this  Section  7.4(c),   exceeds  $18,225,000.   Notwithstanding  the
      foregoing,  no such monetary limitations shall apply or to any Third Party
      Claim.

            (d)   The   Seller   shall   not   have   any   liability   for  any
      misrepresentation or breach of warranty,  agreement or covenant under this
      Agreement  if and to the extent that the same is  disclosed  in any of the
      Schedules of the Disclosure Schedule.

            (e)  The  effect  of  any  misrepresentation,  breach  of  warranty,
      covenant or agreement of, or any  indemnifiable  claim against,  any party
      under this  Agreement  shall be determined  based solely on damages net of
      any  amounts  actually  recovered  by such party in respect  thereof or in
      connection   therewith  under  any  one  or  more  policies  of  insurance
      maintained by such party or any third party;  provided,  however,  that no
      party shall have any obligation to seek any such recovery.

            (f)  The  effect  of  any  misrepresentation,  breach  of  warranty,
      covenant or agreement of, or any  indemnifiable  claim against,  any party
      under or in respect to this Agreement and any damages resulting  therefrom
      shall be determined  based solely on damages on a net after-tax  basis. NO
      PARTY SHALL BE HELD LIABLE  HEREUNDER FOR INCIDENTAL,  INDIRECT,  SPECIAL,
      PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS OR LOST OPPORTUNITY
      COSTS,  WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE  POSSIBILITY  OF
      SUCH DAMAGES.

      7.5 Satisfaction of Indemnity Claims. Buyer may not obtain satisfaction of
any  Indemnity  Claim under  Section 7.1, by way of set-off  against any amounts
owing  by  Buyer to the  Seller,  including  amounts  owing  on  account  of the
Receivables  or  owing  in  respect  of  the  Buyer  Note.  In all  events,  and
notwithstanding anything to the contrary contained in this Agreement, the Seller
agrees  and  acknowledges  that the  provisions  of this  Section  shall  not be
construed  as a  limitation  on the  amount or scope of the  obligations  of the
Seller to  indemnify  Buyer under this Article 7; it being  understood  that the
Seller shall remain fully liable  hereunder in  accordance  with the  provisions
hereof notwithstanding the unavailability or exhaustion of such payment sources.


                                       30
<PAGE>

      7.6 Interest.  An  Indemnifying  Party shall pay the an Indemnified  Party
interest  at the rate of twelve  percent  (12%) per annum for any  indemnifiable
liability from the date such indemnifiable liability was actually paid, incurred
or suffered  by the  Indemnified  Party  until paid in full by the  Indemnifying
Party.

                                    ARTICLE 8

                                  Miscellaneous

      8.1 Certain Defined Terms. As used in this Agreement,  the following terms
shall have the following meanings:

            "Affiliate"  when used with respect to any Person,  means any Person
      that by means of the majority of shares or  otherwise,  is  controlled  by
      such Person,  is  controlling  such Person or is under common control with
      such Person. A Person shall be regarded as in control of another Person if
      it owns or directly or  indirectly  controls more than fifty percent (50%)
      of the voting stock or other ownership interest of the other Person, or if
      it  possesses,  directly or  indirectly,  the power to direct or cause the
      direction of the management and policies of the Person.

            "Agreement"  has  the  meaning  specified  in the  preamble  of this
      Agreement.

            "Agtrol Argentina" has the meaning specified in the recitals of this
      Agreement.

            "Agtrol  International" has the meaning specified in the recitals of
      this Agreement.

            "Agtrol  Mexico" has the meaning  specified  in the recitals of this
      Agreement.

            "Agtrol  S.A." has the  meaning  specified  in the  recitals of this
      Agreement.

            "Argentina Stock Sale" has the meaning specified in Section 6.10.

            "Assumed Liabilities" has the meaning specified in Section 2.2.

            "Balance Sheet" has the meaning specified in Section 4.3.

            "Benefit Plans" has the meaning specified in Section 4.16(c).

            "Business" has the meaning specified in Section 6.4(a).

            "Business  Day"  means any day that is not a  Saturday,  a Sunday or
      other day on which banks are required or authorized by Law to be closed in
      the State of New York.

            "Business Records" has the meaning specified in Section 1.2(g).

            "Business Secrets" has the meaning specified in Section 4.19(a)

            "Buyer" has the meaning specified in the preamble of this Agreement.


                                       31
<PAGE>

            "Buyer Indemnitees" has the meaning specified in Section 7.1.

            "Buyer Note" has the meaning specified in Section 2.1(a).

            "Cash Amount" has the meaning specified in Section 2.1(a).

            "Closing" has the meaning specified in Section 3.1(a).

            "Closing Date" has the meaning specified in Section 3.1(a).

            "COBRA" has the meaning specified in Section 6.2(f).

            "Code" means the Internal Revenue Code of 1986, as amended.

            "Collection Period" has the meaning specified in Section 2.5(a).

            "Collections" has the meaning specified in Section 2.5(a).

            "Contract Interest" has the meaning specified in Section 2.4.

            "Contract" has the meaning specified in Section 1.2(d).

            "Copper  Product" means any product of the U.S.  Agtrol  Division in
      which copper or any copper compound is an active ingredient: (i) currently
      sold or distributed by the U.S. Agtrol Division,  (ii) sold or distributed
      at any time during the three (3) years prior to the Effective  Date by the
      U.S.  Agtrol  Division,  (iii) currently in development by the U.S. Agtrol
      Division or (iv) Substitute Products of any of the foregoing.

            "Disclosure Schedule" has the meaning specified in Article 4.

            "Effective  Date" has the meaning  specified in the preamble of this
      Agreement.

            "Effective Date Inventory  Calculation" has the meaning specified in
      Section 2.1(b).

            "Employees" has the meaning specified in Section 4.15.

            "Employment Date" has the meaning specified in Section 6.2(a).

            "Environmental Laws" has the meaning specified in Section 4.18.

            "ERISA" has the meaning specified in Section 4.16(c).

            "ERISA  Affiliate"  means  any  trade or  business  (whether  or not
      incorporated)  that is or has ever been treated as a single  employer with
      the Seller under Section 414(b), (c), (m) or (o) of the Code.

            "Excess Inventory" has the meaning specified in Section 2.1(d).


                                       32
<PAGE>

            "Excess  Inventory  Amount"  has the  meaning  specified  in Section
      2.1(d).

            "Excluded Assets" has the meaning specified in Section 1.3.

            "Excluded Liabilities" has the meaning specified in Section 2.2.

            "Facility" means the Sumter, South Carolina facility of the Seller.

            "FIFRA" has the meaning specified in Section 4.18.

            "Financial Statements" has the meaning specified in Section 4.3.

            "Foreign  Purchase  Agreements" has the meaning specified in Section
      7.4(b).

            "French Asset Sale" means the sale  contemplated  to occur after the
      Closing Date between certain  Affiliates of the Seller and an Affiliate of
      Buyer,  pursuant to which such Seller's  Affiliates  would sell,  and such
      Buyer's Affiliate would buy, certain of the assets of Agtrol International
      used in the conduct of its  business  in and from  France,  excluding  the
      Bordeaux facility.

            "GAAP" has the meaning specified in Section 4.4.

            "Hazardous   Substance"   means  any  and  all  hazardous  or  toxic
      substances,  materials  or wastes as may be  defined  or listed  under the
      Resource  Conservation and Recovery Act, the Toxic Substances Control Act,
      the Comprehensive  Environmental Response,  Compensation and Liability Act
      or any comparable state statute or any regulation promulgated under any of
      such federal or state statutes.

            "Indemnified Party" has the meaning specified in Section 7.3(a).

            "Indemnity Claim" has the meaning specified in Section 7.3(a).

            "Indemnifying Party" has the meaning specified in Section 7.3(a).

            "Inventory" has the meaning specified in Section 1.2(c).

            "Inventory Count" has the meaning specified in Section 2.1(b).

            "Inventory  Value  Shortfall"  has the meaning  specified in Section
      2.1(d).

            "Laws" has the meaning specified in Section 4.12.

            "LC  Holdings"  has the meaning  specified  in the  recitals of this
      Agreement.

            "Leasehold Interests" has the meaning specified in Section 1.2(b).

            "Leases" has the meaning specified in Section 4.7(b).

            "License Agreement" has the meaning specified in Section 2.6.


                                       33
<PAGE>

            "Lien" means any security interest, mortgage, deed of trust, charge,
      pledge, claim, right of Person other than the Seller, lien, restriction or
      similar encumbrance.

            "Material Adverse Effect" means any materially  adverse effect on or
      change  to the  results  of  operations  or  the  financial  condition  or
      prospects  of the U.S.  Agtrol  Division,  except for any such  changes or
      effects  affecting  the  U.S.  economy  or the  chemical  crop  protection
      industry in general.

            "Mexico Stock Sale" has the meaning specified in Section 6.10.

            "Non-Copper Products" means a product of the U.S. Agtrol Division in
      which neither copper nor any copper compound is an active ingredient.

            "Note Amount" has the meaning specified in Section 2.1(a).

            "Permits" has the meaning specified in Section 4.14.

            "Permitted Liens" means landlords', mechanics' and workmens' liens.

            "Person" means an  individual,  a  corporation,  a  partnership,  an
      association,  a  limited  liability  company,  a trust or other  entity or
      organization of whatever nature.

            "Prepaids" has the meaning specified in Section 1.2(f).

            "Product  Liability  Matter"  has the meaning  specified  in Section
      4.13(c).  "Product  Warranty Matter" has the meaning  specified in Section
      4.13(c).

            "Purchase Price" has the meaning specified in Section 2.1(a).

            "Purchased Assets" has the meaning specified in Section 1.2.

            "Receivables" has the meaning specified in Section 1.2(f).

            "Registrations" has the meaning specified in Section 4.14.

            "Restricted Area" has the meaning specified in Section 6.4(a).

            "Restricted Period" has the meaning specified in Section 6.4(a).

            "Rework Cost" has the meaning specified in Section 6.9.

            "Seller"  has  the  meaning   specified  in  the  preamble  of  this
      Agreement.

            "Seller Indemnitees" has the meaning specified in Section 7.2.

            "Settlement Notice" has the meaning specified in Section 7.3(c)(ii).


                                       34
<PAGE>

            "Substitute  Products"  means  products with  substantially  similar
      performance characteristics, efficacy or functionality.

            "Sumter Plant" has the meaning specified in Section 1.3(p).

            "Supply Agreement" has the meaning specified in Section 2.6.

            "Tangible  Personal  Property" has the meaning  specified in Section
      1.2(a).

            "Taxes" has the meaning specified in Section 4.6.

            "Third Party Claim" has the meaning specified in Section 7.3(b).

            "Transaction Documents" has the meaning specified in Section 4.1(b).

            "U.S.  Agtrol Division" has the meaning specified in the recitals of
      this Agreement.

            "U.S. Employees" has the meaning specified in Section 6.2(a).

            "WARN Act" has the meaning specified in Section 6.2(b).

      8.2  Certain  Understandings.  Notwithstanding  anything  to the  contrary
contained in this Agreement:

            (a) For  purpose  of this  Agreement,  the  term  "knowledge  of the
      Seller",  and any  variation  thereof shall be deemed to refer only to the
      knowledge the individuals listed on Schedule 8.2(a).

            (b) To the extent a  representation  or warranty  in this  Agreement
      requires the  disclosure  of any  contract or  agreement,  the  applicable
      representation  or warranty shall be deemed to exclude any agreement under
      which the obligations of the parties thereto have been performed.

            (c) Certain matters and items  disclosed in the Disclosure  Schedule
      may not be required to be disclosed therein,  but may be disclosed therein
      for  informational  purposes only, and no such disclosure shall constitute
      an indication or admission of the materiality thereof or create a standard
      of disclosure.

            (d) The term "including" and all derivatives and variations  thereof
      shall mean "including, without limitation".

            (e) Notwithstanding any cross-referencing which may be undertaken in
      the Disclosure Schedule or any Schedule thereof,  any matter identified in
      any one or more of the  Schedules  of the  Disclosure  Schedule  shall  be
      deemed  disclosed  for  purposes of any other  Schedule of the  Disclosure
      Schedule.

      8.3 Binding  Agreement.  All the terms and  provisions  of this  Agreement
shall be binding  upon,  inure to the  benefit  of, and be  enforceable  by, the
parties hereto and their respective heirs, legal representatives, successors and
assigns.


                                       35
<PAGE>

      8.4  Assignment.  No party may  assign  this  Agreement  or any  rights or
obligations hereunder,  directly or directly, other than to an Affiliate of such
party,  except  with the prior  written  consent of the other party  hereto.  No
assignment  shall  relieve  the  assigning  party  of  any  of  its  obligations
hereunder.

      8.5 Public  Announcements.  Except as may be  required  to comply with the
requirements  of  any  applicable  law  or  as  required  under  the  rules  and
regulations  of any  stock  exchange  upon  which the  securities  of one of the
parties or its Affiliates are listed,  no party to this Agreement shall make any
public   announcement   in  respect  of  this  Agreement  or  the   transactions
contemplated  by this Agreement or otherwise  communicate  with respect  thereto
with any news media without prior notification to the other parties. The parties
shall, to the extent  practicable,  consult with each other as to the timing and
contents of any such press release or public statement.

      8.6 Law To Govern.  This  Agreement  shall be  construed  and  enforced in
accordance  with the internal laws of the State of New York,  without  regard to
principles  of conflict of laws.  Any  litigation  arising  hereunder or related
hereto  or under  any of the  other  Transaction  Documents  may be tried by the
United States  District  Court for the Southern  District of New York,  provided
that if such  litigation  shall not be  permitted to be tried by such court then
such  litigation may be held in the state courts of New York sitting in New York
City. Each party  irrevocably  consents to and confers personal  jurisdiction on
the United States  District Court for the Southern  District of New York, or, if
(but only if) the  litigation in question  shall not be permitted to be tried by
such  court,  on the state  courts of New York  sitting  in New York  City,  and
expressly  waives any objection to the venue of such court,  as the case may be,
and agrees  that  service of process may be made on such party by mailing a copy
of the  pleading or other  document by  registered  or  certified  mail,  return
receipt requested, to its or his addresses for the giving of notice provided for
in Section 8.7 hereof,  with  service  being deemed to be made five (5) Business
Days after the giving of such notice.  Each of the parties  hereto agrees that a
final  judgment in any such action or proceeding  shall be conclusive and may be
enforced in other  jurisdictions  by suit on the judgment or in any other manner
provided by law.

      8.7 Notices.  All notices  shall be in writing and shall be deemed to have
been duly given if telefaxed,  transmission  confirmed,  within one (1) Business
Day after  transmission,  if delivered  personally or sent by overnight courier,
postage  prepaid,  return  receipt  requested,  upon  receipt,  or if mailed via
registered or certified mail, return receipt requested,  postage prepaid, within
five (5) Business  Days after  deposit in the mail, to the other party hereto at
the following addresses:

                           if to the Seller, to:

                           Phibro-Tech, Inc.
                           c/o Philipp Brothers Chemicals, Inc.
                           One Parker Plaza
                           Fort Lee, New Jersey 07024
                           United States of America
                           Attn: President
                           Facsimile: 201 944-6245


                                       36
<PAGE>

                           with a copy to:

                           Phibro-Tech, Inc.
                           c/o Philipp Brothers Chemicals, Inc.
                           One Parker Plaza
                           Fort Lee, New Jersey 07024
                           United States of America
                           Attn: General Counsel
                           Facsimile: 201 944-6245

                           if to Buyer, to:

                           Nufarm Limited
                           103-105 Pipe Road
                           Laverton North 3026
                           Victoria
                           Australia
                           Attn: Group General Manager Operations
                           Facsimile: 011 613-9282-1007

                           with a copy to:

                           Nufarm, Inc.
                           1333 Burr Ridge Parkway
                           Burr Ridge, Illinois 60521
                           United States of America
                           Attn:  General Manager
                           Facsimile:  713-266-7623

or to such  other  addresses  as any such  party may  designate  in  writing  in
accordance with this Section 8.7.

      8.8 Entire Agreement. This Agreement (including all Schedules and Exhibits
hereto) sets forth the entire  understanding of the parties hereto in respect of
the subject matter hereof and may not be modified or amended except by a written
agreement  specifically referring to this Agreement signed by all of the parties
hereto. This Agreement  supersedes all prior agreements and understandings among
the parties with respect to such subject matter.  No amendment,  modification or
waiver of this Agreement,  or any provision hereof, shall be binding unless made
in writing  and  executed by the parties  hereto.  In the event of any  conflict
between  the terms of this  Agreement  and the  terms of any  other  Transaction
Document, the terms of this Agreement shall prevail.

      8.9  Waivers.  No failure by any of the parties  hereto to insist upon the
strict  performance  of any  covenant,  agreement,  term  or  condition  of this
Agreement,  or to exercise any right or remedy consequent upon a breach thereof,
shall  constitute  a waiver of any such breach or of such  covenant,  agreement,
term or condition. No covenant,  agreement,  term or condition of this Agreement
to be performed or complied  with by any party  hereto,  and no breach  thereof,
shall be waived,  altered or


                                       37
<PAGE>

modified except by a written instrument  executed by the other party or parties.
No  waiver  by any of the  parties  hereto  of any  breach  of any  covenant  or
condition hereof on the part of the other party or parties hereto to be kept and
performed  shall be  considered  to be a continuing  waiver of such  covenant or
provision,  or of any subsequent  breach  thereof,  unless  otherwise  expressly
provided for in such waiver.

      8.10 Severability. In case any one or more of the provisions or parts of a
provision  contained  in  this  Agreement  shall  for any  reason  be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability  shall not affect any other provision or part of a provision of
this  Agreement,  but this  Agreement  shall be  construed as if such invalid or
illegal or  unenforceable  provision or part of a provision  had been limited or
modified (consistent with its general intent) to the extent necessary so that it
shall be valid,  legal and  enforceable,  or if it shall not be  possible  so to
limit or modify such invalid or illegal or unenforceable  provision or part of a
provision,  this  Agreement  shall be construed as if such invalid or illegal or
unenforceable provision or part of a provision had never been contained herein.

      8.11 Income Tax Position. No party hereto shall take a position for income
Tax purposes which is inconsistent with an express provision of this Agreement.

      8.12 Third-Party  Beneficiaries.  Nothing herein,  express or implied,  is
intended or shall be  construed  to or shall  confer upon or give to any Person,
other than the parties hereto (and the respective  Seller  Indemnitees and Buyer
Indemnitees to the extent provided in Article 7), any rights,  remedies or other
benefits  under or by reason of this  Agreement  or any  documents  executed  in
connection with this Agreement.

      8.13 Time of the  Essence.  Time is of the  essence  with  respect to each
party's respective obligations under or pursuant to this Agreement.

      8.14 Waiver of Jury Trial.  EACH OF THE PARTIES HERETO HEREBY  IRREVOCABLY
WAIVES,  TO THE FULLEST  EXTENT  PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY
JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
AGREEMENT OR INSTRUMENT EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY SUCH AGREEMENT OR INSTRUMENT.


                                       38
<PAGE>

      8.15 Drafting. This Agreement has been drafted and negotiated in the State
of New York. No party shall be deemed to have drafted this  Agreement but rather
this Agreement is a collaborative  effort of the  undersigned  parties and their
attorneys.

      8.16  Counterparts.  This  Agreement  may be  executed  in any  number  of
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same agreement.

      8.17 Headings.  The Section and Schedule headings contained herein are for
the  purposes of  convenience  only and are not  intended to define or limit the
contents of such Sections and Schedules.

      8.18 Further  Assurances.  At any time and from time to time following the
Closing,  at the request of any party and  without  further  consideration,  any
other party hereto  shall  provide,  execute  and/or  deliver such  documents or
instruments,  and take  such  actions,  as the  requesting  party  hereto or its
counsel may  reasonably  deem  necessary or desirable in order to  consummate or
otherwise  to implement  the  provisions  and  purposes of this  Agreement or to
comply with  applicable  Laws,  including  the  provision  of audited  financial
statements,  as  necessary.  The  parties  hereto  agree to  cooperate  fully in
implementing  a smooth and orderly  transfer of the business of the U.S.  Agtrol
Division and the Purchased Assets from the Seller to Buyer.

      8.19 Dispute Resolution.

            (a) The  parties  hereto  shall  attempt to resolve  any  dispute or
      controversy  arising  out  of or in  connection  with  this  Agreement  in
      accordance  with this  Section  8.19.  The  parties  shall first refer the
      dispute to  management-level  employees who have  oversight of operational
      matters to  negotiate  in good faith  during a period of fifteen (15) days
      for resolution of the dispute. If such employees are unable to resolve the
      dispute, the parties shall refer the dispute to chief executive officer of
      the Seller and the chief executive  officer of Nufarm Limited to negotiate
      in good faith during a period of fifteen (15) days for  resolution  of the
      dispute.  No party  may  bring a claim  under or in  connection  with this
      Agreement  unless  and until it such  procedure  has been  concluded  with
      respect to such claim. Notwithstanding the foregoing, any party may at any
      time seek  equitable  relief,  including an  injunction,  as a remedy in a
      court of law.

            (b)   Each   of  the   parties   hereto   hereby   irrevocably   and
      unconditionally   waives,  to  the  fullest  extent  it  may  legally  and
      effectively  do so, any objection that it may not or hereafter have to the
      laying of venue of any  suit,  action,  or  proceeding  arising  out of or
      relating to this Agreement or the transactions  contemplated hereby in any
      New York state or federal court  located in the Borough of Manhattan,  New
      York. Each of the parties hereto hereby irrevocably waives, to the fullest
      extent  permitted  by law,  the  defense of an  inconvenient  forum to the
      maintenance of such action or proceeding in any such court.

            (c)   Each   of  the   parties   hereto   hereby   irrevocably   and
      unconditionally  consents to service of process in the manner provided for
      notices in Section 8.6. Nothing in this Agreement will affect the right of
      any party to this Agreement to serve process in any other manner permitted
      by law.

                  [Remainder of Page Intentionally Left Blank]


                                       39
<PAGE>


      IN WITNESS  WHEREOF,  the parties have duly  executed  this United  States
Asset Purchase Agreement as of the date first above written.

                                       PHIBRO-TECH, INC.

                                       By: /s/ W. Dwight Glover
                                          ------------------------------
                                          Name: W. Dwight Glover
                                          Title: President


                                       NUFARM, INC.

                                       By: /s/ Kevin Martin
                                          ------------------------------
                                       Name: Kevin Martin
                                       Title: Authorized Signatory