ECOSCIENCE CORPORATION


                                  EXHIBIT 10.57



          Agreement between Agro Dynamics, Inc. and Grodania A/S, dated
         September 29, 1997, with certain confidential material omitted














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THIS AGREEMENT (the "Agreement") is dated September 29, 1997 and made

BETWEEN

(a)  AGRO DYNAMICS INC. (hereinafter referred to as the "Distributor"), 10 Alvin
     Court,  East Brunswick,  New Jersey 08816, USA, duly organized and existing
     under  the  laws of the  state  of  Delaware  a  subsidiary  of  EcoScience
     (hereinafter  referred  to  "ECS"),  10 Alvin  Court,  duly  organized  and
     existing under the laws of the state of Delaware;

(b)  GRODANIA  A/S,  registration  number  A/S  104.022,  Hovedgaden  501,  2640
     Hedehusene, Denmark, duly organized and existing under the laws of Denmark,
     (hereinafter referred to as the "Supplier").

In consideration of the mutual promises,  agreements,  and covenants hereinafter
set forth, it is mutually agreed as follows:

Clause 1 - Definition

Supplier is a supplier of growing  substrates based on mineral wool products for
the  horticultural   industry/intensive   greenhouse  farming,  sold  under  the
trademark  GRODAN(R)  (hereinafter  referred to as the "Trademark") which may be
manufactured  by  Supplier  or by other  members of the  Rockwool  International
Group.  The  Agreement  comprises  products for growing  purposes  consisting of
(Confidential).

Clause 2 - Subject Matter of Agreement

2.1. Supplier  hereby grants to Distributor the sole and exclusive right to sell
     the  Products  in all of the States of the  United  States,  including  its
     territories and possessions,  Canada, Mexico and the Caribbean (hereinafter
     referred to as the "Territory").

     Distributor  shall not be entitled to export the Products to areas  outside
     the  Territory   without  the  prior  written  consent  from  Supplier  and
     Distributor  is obliged to make sales to a third  party  subject if legally
     possible to export clause forbidding  exports outside the Territory by such
     third party.

2.2. Supplier  shall  not,  except as  provided  in clause  2.3 and 2.4,  export
     Products  into, or sell Products in the  Territory  except to  Distributor.
     Supplier will not establish any  distribution  in the Territory nor will it
     support any distributor  other than AGRO DYNAMICS INC. for sale of products
     in the Territory. (Confidential).

2.3. In the event of larger  projects in the Territory being handled outside the
     Territory,   Supplier   will   refer   such   inquiries   to   Distributor.
     (Confidential).

2.4. (Confidential).



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     It is not the  intention  of Supplier to actively  seek direct sales in the
Territory.
     (Confidential).

Clause 3 - Distributor's Obligations

3.1. Distributor  shall promptly  disclose to Supplier all  improvements and new
     ways of using the Products  useful in  connection  with the use and sale of
     the Products  developed by Distributor or seen in the territory  during the
     term of this Agreement,  whether patentable or not, and Supplier shall have
     the right to make use of the same royalty  free.  Supplier's  right to make
     such use shall survive the termination of the Agreement.

3.2. All  information  relating  to  GRODAN  inventions  and  other  information
     furnished by Supplier to Distributor and used by the  Distributor  pursuant
     to this  Agreement  shall be deemed to be the  property of Supplier  and to
     have  been  disclosed  in  confidence  and shall be held in  confidence  by
     Distributor. Distributor shall exert all faithful and reasonable efforts to
     prevent any  disclosure  thereof to third  parties  during the term of this
     Agreement  and for so long  thereafter  as such  information  shall  not be
     generally known in the trade.

     Nothing in this  Clause is  intended,  or shall be  construed  to  prohibit
     disclosures  to the adviser  referred to in Clause 3.7., or to customers in
     connection with the use of the Products.

3.3. Distributor shall keep Supplier  currently informed about market conditions
     in the Territory i.e. state of competition, pricing, activities etc.

3.4. On an annual  basis,  in  September  each year,  Distributor  shall give to
     Supplier a plan showing the activities which Distributor will carry through
     in order to expand the application of the Products in the Territory.  It is
     imperative that the plan contains an overall picture of status, budgets and
     activities, describing the USA, Canada and Mexico separately.

3.5. Each year  before the end of June and  December  Distributor  will  furnish
     Supplier with a report  showing the  development  of sales in the Territory
     compared to the plan and to the corresponding  period for the previous year
     and a high-light of current activities.

3.6. Distributor shall endeavor to maintain the best possible  co-operation with
     Supplier in order to maximize sales and in order to secure that present and
     potential customers are given a technical,  horticultural  advisory service
     which will enable such customers to appreciate the full benefits  connected
     with the proper use of the Products and secure optimal growing results.



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3.7. Distributor shall engage fully qualified horticultural, technical advisors,
     consistent  with market  demands and  performance  requirements  of GRODAN.
     GRODANIA A/S will implement continuous training programs for said technical
     advisors.

3.8. Distributor  will, with regular  intervals  and/or upon reasonable  request
     disclose to Supplier a list of all customers  having purchased the Products
     over the previous period.  The information per customer will comprise name,
     address and telephone number as well as Product(s) purchased. If available,
     information about crops, acreage and applications will be added as well.

3.9. Distributor is under an obligation in the  Distributors'  Delivery Terms to
     insert provisions  securing that the Supplier cannot be met with claims for
     indirect  loss of any kind of product  liability  from sales to Peat Mixers
     (buyers mixing  Supplier's  granulates with other products and selling such
     mixed products to end-users or  sub-distributors).  If such a limitation is
     not included in the Distributor's agreement with Peat Mixers and end-users,
     the Distributor may not seek reimbursement for any claims made by such Peat
     Mixers and/or  end-users.  If,  however,  such  limitation  included in the
     Distributor   agreement  with  Peat  Mixers  and/or   end-users  is  deemed
     unenforceable by applicable law, the Distributor  shall be entitled to seek
     reimbursement  from  Supplier  from and  against  any such  claim from Peat
     Mixers and/or end-users asserted against Distributor.

Clause 4 - Supplier's Obligations

4.1. Supplier shall give Distributor access to all information in the possession
     of Supplier  useful in  connection  with the sale and use of the  Products.
     Supplier shall, at his own expense,  provide technical business managers in
     key marketing areas as deemed  necessary by the Supplier for the purpose of
     rendering  technical advice to Distributor and/or end-users with respect to
     sale  and   application   of  the  Products.   All  costs   concerned  with
     Distributor's  participation  to be borne by  Distributor.  Supplier  is at
     liberty  to pay visits to  growers  etc.  at his own  expense  and  without
     Distributor's  presence.  Both parties agree that it is of great importance
     to keep each other informed of customer visits. (Confidential).

4.2. Supplier  shall call to the  attention  of  Distributor  any other  growing
     substrates for other market segments, e.g. agriculture, forestry and retail
     developed by Supplier - provided  they not be  replacement  for Products as
     described  under  clause  1.1.  - during  the term of this  Agreement,  and
     Distributor shall have the option to obtain the exclusive right to sell any
     such products in the Territory during the term of this Agreement (including
     any renewals hereof), provided the parties are able to agree upon terms and
     conditions,  including  minimum purchase values which could be added to the
     values as mentioned under clause 10.1., taking appropriate introduction and
     evaluation times into consideration.

     (Confidential).



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     Clause  4.2 does  not  apply to  Supplier's  environmental  diversification
     projects such as Sound  Absorbent Walls and Roof Greening which Supplier is
     free to develop and market independently of Distributor.

     If the Distributor  request the Supplier to develop viable products fitting
     Distributor's  diversification  plans,  Supplier  will in good  faith  with
     active input from  Distributor  try to reveal whether or not such a product
     can be developed. If the Supplier at the Supplier's discretion decides that
     such a viable product cannot be developed,  the  Distributor  will still be
     limited in Distributor's actions according to the Agreement, of clause 11.

4.3. Supplier shall pass on to Distributor  all relevant  information  about the
     inquiries from the Territory which may reach Supplier.

4.4. Supplier  warrants and represents to Distributor that this Agreement,  when
     executed and delivered by the parties, will under Danish law be a valid and
     binding  agreement,  enforceable  in accordance  with its terms.  Likewise,
     Distributor  warrants and represents to Supplier that this Agreement,  when
     executed  and  delivered  by the parties will under U.S. law be a valid and
     binding agreement enforceable in accordance with its terms.

4.5. (Confidential).

Clause 5 - Prices, Terms and Conditions

5.1. The Supplier has no  obligation to supply from any specific  location.  The
     parties  have  by  way  of the  Agreement  modified  the  clause  Ex  Works
     (INCOTERMS) so that the risk of loss will pass from Supplier to Distributor
     at the time  where  Products  have  been  loaded on to the  carrier  at the
     Supplier's premises in Denmark,  Holland and Canada. This alteration of the
     time where the risk of loss passes to Distributor  has not in any other way
     altered the application of the clause Ex Works (INCOTERMS).  90 days before
     any change in prices can take effect  Supplier and  Distributor  will enter
     into  discussions as to the level of such a change.  The decision to make a
     change in prices is the sole decision of the Supplier and the Supplier will
     give  (Confidential)  days' notice before any change in prices is effected.
     The notice shall state the specific prices regarding Products to be applied
     after the elapse of the (Confidential) days' notice period.



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Clause 6 -  Limitation Damages

6.1. Supplier  is never to be held  responsible  for any loss which a  defective
     delivery  might  inflict  on  buyer  or  third  party  in  connection  with
     application of the supplied goods.  Responsibility  for any form of loss of
     profits  as well as for any loss  inflicted  on  buyer  or  third  party in
     consequence  of  delay  or  for  any  other  reason  is  of no  concern  of
     Supplier's.  In the event of larger  accounts  in the  Territory  requiring
     extra  security  with regard to  deliveries  Supplier  agrees to  negotiate
     special  conditions with Distributor,  these negotiations to be carried out
     in good faith and within reasonable time.

     Supplier and Distributor shall both take out "Product Liability  Insurance"
     and  Supplier  and  Distributor  shall by way of a  statement  from  either
     party's  insurance  company  state  coverage  (amounts  per  year  and  per
     occurrence) and own risk of the insured.

Clause 7 - Patents and Protection of Designs

7.1. Distributor  undertakes not in any way to attack  directly or through third
     parties the patents or other proprietary rights belonging to Supplier.

     Apart  from  the  above   situation   Supplier  shall  indemnify  and  hold
     Distributor harmless from and against any and all claims, damages,  losses,
     and expenses (including  reasonable  attorney's fees) based upon or arising
     out of any claim or determination (and the investigation  thereof) that the
     Products  violate  patents or other  proprietary  rights of third  parties.
     Supplier at its sole cost and expense may upon notice to Distributor assume
     through counsel the defense of any litigation brought by a third party.

     Should  Supplier after having been presented with a claim or  determination
     as  mentioned  above decide to assume the defense or to  discontinue  legal
     action  already  assumed,   Supplier  may  terminate  this  Agreement  with
     Distributor  and  Supplier  shall only be obliged to pay damages and losses
     suffered  by  Distributor  as  provided  in the  first  sentence  of second
     paragraph of this clause 7.1 and expenses to  Distributor.  Distributor  as
     provided in the first  sentence on the second  paragraph of this clause 7.1
     shall in this case not be entitled to raise any claim for any other damages
     or losses.

     Should  Distributor in this case wish to assume the defense of legal action
     brought by third  party  Distributor  shall be entitled to do so at its own
     expense. Should Distributor win the legal action the Agreement shall remain
     in full force and effect.



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Clause 8 - Trademark

8.1. Supplier has or shall endeavor to register the  "Trademark" and Distributor
     shall be entitled to use the Trademark  during the term of this  Agreement,
     but shall not be entitled to  register  or use,  either  during the term of
     this  Agreement  or at any time  hereafter,  any mark or name  having  such
     similarity to the Trademark as would be likely to cause confusion.

     The Trademark and any and all good-will  associated  with symbolized by the
     Trademark shall be the property of Supplier.

     Distributor  may in connection  with the  distribution  of Products use the
     name "AGRO DYNAMICS INC." or a variant  thereof,  all of which shall remain
     the sole property of Distributor.  If distribution is to be made in name of
     another  company  this is to be  approved  by  Supplier  which shall not be
     unreasonably withheld.

Clause 9 - Sub-dealers

9.1. Distributor  shall not be entitled  to grant any right to third  parties in
     the Territory to sell any of the Products, without previous written consent
     of the Supplier, which shall not, however, be unreasonably withheld.

Clause 10 - (Confidential).

10.1.Distributor will, during the term of this Agreement,  consistent with sound
     business practice and using its reasonable  efforts,  sell and purchase the
     maximum amount of Products practicable.

     Distributor  shall in consultation  with Supplier and on an annual basis in
     the third quarter of each calendar year, evaluate project potentials, sales
     and market share targets and  activities  for the  following  calendar year
     per.

     1.   Geographical marketing area

     2.   Application area

     3.   Product group

     (Confidential).

     The minimum  purchase  comprehends  only the  Products  and not  additional
     products sold by Distributor according to clause 4.2 or 4.5.

     (Confidential).



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     Distributor  will  maintain  a  reasonable  stock  of the  Products  in the
     Territory, the quantity to be agreed upon by both parties acting reasonably
     and in good faith.  Supplier  will  maintain a reasonable  level of product
     quality  and  delivery  service.(Confidential).

      (Confidential).

10.2. (Confidential).

10.3.Distributor's  obligation  to  purchase  the  Products  shall be excused if
     Distributor's  or  Supplier's  failure to perform is due to force  majeure,
     war,   fire,   flood,   severe   weather,   accident,   strike,   delay  in
     transportation,  order of a court or governmental agency, or other causes -
     including but not limited to a new or current  supplier buying market share
     reasonably beyond the control of the party failing to perform.

Clause 11 - Limitations

11.1.During  the term of this  Agreement  Distributor  shall  not,  directly  or
     indirectly,  deal in or produce any products competing with the Products or
     any other  directly or indirectly  competing  product in any market segment
     including  - but  not  limited  to -  products  for  retail,  forestry  and
     agriculture.  Any other growing media is regarded as a competitive product,
     unless  otherwise  is agreed to in  writing  which  agreement  shall not be
     unreasonably withheld by Supplier.

     Upon  termination  of this  Agreement  whatever  the reason  might be, both
     parties are mutually committed not to pass on any confidential  information
     having been given by the other party.

Clause 12 - Duration and Termination

12.1.This Agreement  shall commence  January 1, 1998 and continue until December
     31, 2000.

     The Agreement  substitutes a former agreement entered into between Supplier
     and Distributor signed on November 12, 1992 with effect of January 1, 1993.



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     This Agreement shall  automatically be extended for successive one (1) year
     terms unless either party by at least  (Confidential)  prior written notice
     to the other given during the then current  term elects  reasonably  and in
     good faith to terminate this Agreement at the end of the then current term.
     This  Agreement  may also be  terminated  as  elsewhere  in this  Agreement
     expressly provided.  Any termination of this Agreement as provided anywhere
     herein shall not effect any rights or claims of any party  arising prior to
     such termination.

12.2.In the event that either  Supplier  or  Distributor  determines  during the
     original or any extended term of this Agreement to construct or acquire and
     operate in the  Territory  greenhouses  or other  facilities  utilizing the
     Products, it will advise the other.

12.3.Either  party may  terminate  the  Agreement  if the other  party  fails to
     perform any material obligation  according to the Agreement.  As an example
     of a material obligation a reference can be made to clause 12.5.

     If a material  obligation  under the Agreement is not being  complied with,
     the  nondefaulting  party  can  forward a demand  to the  defaulting  party
     stating  that  a  non-compliance  has  occurred  and  the  nature  of  such
     non-compliance.  The defaulting  party must be given a 2 weeks' notice from
     receipt  of the  demand in order to remedy the  breach.  If the  defaulting
     party  has  not   remedied   the  breach   within  this  time  limit,   the
     non-defaulting party can terminate the Agreement with immediate effect.

     In the event that Distributor  shall become insolvent,  or go bankrupt,  or
     shall be placed under the control of a receiver,  liquidator,  or committee
     of  creditors,  or in the event of a judicial or voluntary  liquidation  of
     Distributor,  this  Agreement  may  be  terminated  by  the  Supplier  with
     immediate effect.

12.4. (Confidential).

     In the event that Distributor  shall become insolvent,  or go bankrupt,  or
     shall be placed under  control of a receiver,  liquidator,  or committee of
     creditors,  or in the  event of a  judicial  or  voluntary  liquidation  of
     Distributor,  this  Agreement  may  be  terminated  by  the  Supplier  with
     immediate effect.

12.5.(Confidential).

12.6.In the  event  that  Supplier  decides  to  completely  abandon  sales  and
     distribution of the Products in the Territory for financial,  environmental
     or other  reasons,  Supplier  may at this sole  discretion  terminate  this
     agreement with three (3) months prior written notice.

Clause 13 - Law Applicable

13.1.This  Agreement  shall be deemed to have been made in  Denmark,  and Danish
     law  shall  apply to all  disputes  about  its  proper  interpretation  and
     application.



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Clause 14 - Settlement of Disputes

14.1.Any disputes  arising under this  Agreement  shall be settled in accordance
     with the "Rules of Procedure of the International  Court of Arbitration" in
     Copenhagen.

Clause 15 - Miscellaneous

15.1 Distributor  shall pay any stamp  duty  imposed  in the  Territory  whereas
     Supplier shall pay the Danish stamp duty if any.

15.2.Either Party shall retain one copy of this Agreement duly signed.

15.3.If any of the  provisions  contained in this  Agreement be or come illegal,
     such  provisions  shall be subject  to  re-negotiations  and the  remaining
     provisions of this agreement shall remain in full force and effect.

15.4.Any amendments to this Agreement  shall be deemed to be invalid unless made
     in writing and signed by both parties.

15.5.The Distributor will accept that the Supplier  transfers all his rights and
     obligations to this Agreement to an "Affiliate" of the Supplier.

15.6.ECS has by co-signing this Agreement  accepted the Agreement as jointly and
     severally liable for all Distributor's obligations under the Agreement.



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(the Distributor)                                (the Supplier)
AGRO DYNAMICS INC.                               GRODANIA A/S



by:  /s/ Michael A. DeGiglio                     by: /s/ Stig Damgaard Pedersen
   ----------------------------------               ---------------------------
President and Chief Executive Officer            Managing Director



ECOSCIENCE:


by:  /s/ Michael A. DeGiglio
   ----------------------------------
President and Chief Executive Officer


















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