AGREEMENT  AND  PLAN  OF  MERGER  AND  EXCHANGE


     by  and  among


     E.I.  du  Pont  de  Nemours  and  Company,


     Ralston  Purina  Company,


     Protein  Technologies  International  Holdings,  Inc.


                                      and


                        The Other Parties Named Herein


                         Dated as of December 2, 1997





<PAGE>



     v



     i

                               TABLE OF CONTENTS



                    ARTICLE  I
     CERTAIN  DEFINITIONS
     Section  1.1          Closing              5
     Section  1.2          Domestic  Closings              6
     Section  1.3          Du  Pont  Merger  Subsidiaries              6
     Section  1.4          Du  Pont  Shares              6
     Section  1.6          Foreign  Closings              6
     Section  1.7          Foreign  Protein  Subsidiaries              6
     Section  1.8          Indebtedness              6
     Section  1.9          Initial  Completion  Date              6
     Section  1.10          [Intentionally  Omitted.]              6
     Section  1.11          Net  Debt  Amount              6
     Section  1.12          Person              7
     Section  1.13          PTIBV  Exchange              7
     Section  1.14          Shares              7
     Section  1.15          Subsidiary              7
     Section  1.16          Tax  Return              7
     Section  1.17          Taxes              7
     Section  1.18          U.S.  Protein  Subsidiaries              8

          ARTICLE  II
     THE  MERGERS  AND  FOREIGN  EXCHANGES;  CLOSINGS

     Section  2.1          The  Mergers              8
     Section  2.2          Conversion  of  U.S.  Protein  Shares
          in  the  Mergers            13
     Section  2.3          Conversion  of  Capital  Stock  of  the
          Du  Pont  Merger  Subsidiaries  in  the  Merg-ers            14
     Section  2.4          Foreign  Exchanges;  Asset  Transfers            14
     Section  2.5          Closings            18
     Section  2.6          Allocation  of  Shares            21

     ARTICLE  III
     CERTAIN  ADDITIONAL  TRANSACTIONS

     Section  3.1          Intercompany  Accounts            21
     Section  3.2          Payment  or  Defeasance  of  Indebt-e  ness      22
     Section  3.3          Transfer  of  Certain  Shares            22
     Section  3.4          Certain  Asset  Transfers            22
     Section  3.5        Beneficial Ownership of the Foreign          Pro-tein
Subsidiaries  following  the
          Ini-tial  Com-pletion  Date.            23
     Section  3.7          Net  Debt  Amount            24


                                  ARTICLE IV
          REPRESENTATIONS AND WARRANTIES OF RALSTON AND STOCK-HOLDER

     Section  4.1          Organization            25
     Section  4.2          Capitalization;  Subsidiaries;  Fuji
          Joint  Venture            26
     Section  4.3          Authorization;  Binding  Effect            28
     Section  4.4          Consents  and  Approvals;  No  Viola-
          tions            29
     Section  4.5          SEC  Reports  and  Financial  State-
          ments            30
     Section  4.6          Absence  of  Certain  Changes            31
     Section  4.7          No  Undisclosed  Liabilities            31
     Section  4.8          Litigation            32
     Section  4.9          Employee  Benefit  Plans.            32
     Section  4.10          No  Default;  Compliance  with  Appli-
          ca-ble  Laws,  etc.            36
     Section  4.11          Intellectual  Prop-erty            38
     Section  4.12          [Intentionally  Omitted.]            42
     Section  4.13          Insurance            42
     Section  4.14          Related  Party  Transac-tions;  Inter-
          com-pany  Matters            43
     Section  4.15          Products  Liability            44
     Section  4.16          Title;  Real  Properties            45
     Section  4.17          Environmental  Matters            48
     Section  4.18          Indebtedness            50
     Section  4.19          Labor  and  Employment  Matters;  Col-
          lec-tive  Bar-gain-ing  Agreements            50
     Section  4.20          Acquisition  for  Investment            51
     Section  4.21          PTIFS  Liquidation            51

     ARTICLE  V
     REPRESENTATIONS  AND  WARRANTIES  OF  DU  PONT
     AND  THE  DU  PONT  MERGER  SUBSIDIARIES

     Section  5.1          Organization            51
     Section  5.2          Capitalization            52
     Section  5.3          Authorization            52
     Section  5.4          Consents  and  Approvals;  No  Viola-
          tions            53
     Section  5.5          SEC  Reports  and  Financial  State-
          ments            53
     Section  5.6          No  Prior  Activities            54
     Section  5.7          Compliance  with  Securities  Laws;
          Absence  of  Changes            54
     Section  5.8          Acquisition  for  Investment            54

     ARTICLE  VI
     COVENANTS

     Section  6.1          Interim  Operations  of  the  Pro-tein
          Subsid-iaries            55
     Section  6.2          Access;  Confidentiality            58
     Section  6.3          Consents  and  Approvals            59
     Section  6.4          No  Solicitation            60
     Section  6.5          Brokers  or  Finders            61
     Section  6.6          Further  Assurances            61
     Section  6.7          Publicity            61
     Section  6.8          Notification  of  Certain  Matters            61
     Section  6.9          Employee  Matters            62
     Section  6.10          Non-Competition,  Etc.            76
     Section  6.11          Use  of  Names  and  Marks            79
     Section  6.12          Related  Agreements            80
     Section  6.13          Reorganization            81
     Section  6.14          Cash  and  Bank  Accounts.            82
     Section  6.15          Industrial  Revenue  Bonds  and  Other
          Real  Estate  Issues            85
     Section  6.16          Interim  Operations  of  Du  Pont            86
     Section  6.17          Delivery  of  Surveys  and Title Poli-cies      86
     Section  6.19          Insurance            87
     Section  6.20          Novogen            89

                                  ARTICLE VII
                                  CONDITIONS

     Section  7.1          Conditions  to  Each  Party's  Obliga          tion
          to  Effect  the  Mergers            89
     Section  7.2          Conditions  to  Obligation  of  U.S.
          Protein  Subsidiaries  to  Effect  the  Merg-ers            89
     Section  7.3          Conditions  to  Obligation  of  the  Du        Pont
          U.S.  Merger  Subsidiaries  to  Effect  the  Mergers            91
     Section  7.4          Conditions  to  Obligation  of  Stock-       holder
      to  Effect  the  Foreign  Exchanges            93
     Section  7.5       Conditions to Obligation of Du Pont          to Effect
the  Foreign  Exchanges            94

               ARTICLE  VIII
     TERMINATION

     Section  8.1          Termination            95
     Section  8.2          Effect  of  Termination            96

     ARTICLE  IX
     SURVIVAL  AND  INDEMNIFICATION

     Section  9.1          Survival  of  Representa-tions,  War-      ran-ties
      and  Covenants            96
     Section  9.2          Indemnification            97

     ARTICLE  X
     MISCELLANEOUS

     Section  10.1          Fees  and  Expenses          103
     Section  10.2          Amendment          103
     Section  10.3          Extension;  Waiver          103
     Section  10.4          Notices          104
     Section  10.5          Interpretation          105
     Section  10.6          Counterparts          105
     Section  10.7          Entire  Agreement;  No  Third  Party
          Benefi-ciaries          106
     Section  10.8          Severability          106
     Section  10.9          Governing  Law;  Forum          106
     Section  10.10          Release          107
     Section  10.11          Assignment          107


Schedules
---------

Schedule  2.2  --  U.S.  Protein  Subsidiaries  Valuations
Schedule  2.4  --  Foreign  Protein  Subsidiaries  Valuations

Exhibits
--------

Exhibits  A-1,  A-2,  A-3  and  A-4  --  Form  of  Foreign  Exchange
Agree-ments
Exhibit  B  --  Intentionally  Omitted
Exhibit  C  --  Form  of  Banque  Brussels  Agreement
Exhibit  D  --  Form  of  Bridging  Services  Agree-ment
Exhibit  E  --  Form  of  Registration  Rights  Agreement
Exhibit  F  --  Form  of  Tax  Sharing  Agreement
Exhibits  G-1  and G-2 -- Form of Du Pont Reorga-nization Cer-     tif-i-cates
Exhibits  H-1  and  H-2 -- Form of Ralston Reorganization Cer-     tif-i-cates
Exhibit  I  --  Form  of  Headquarters  Lease
Exhibits  J-1  and  J-2  --  Form  of  R&D  Lease
Exhibit  K  --  Form  of  Intellectual  Property  Assignment
Exhibit  L  --  Form  of  IRB  Lease  Agreement
Exhibit  M  --  Form  of  Commodities  Purchasing  Agreement
Exhibit  N  --  Form  of  Sales  Office  Employees  Agreements

<PAGE>
Defined  Term                                                      Section No.
-------------                                                      -----------



     ix



     vi

     Index  of  Defined  Terms

Defined  Term                              Section No.
-------------                             -----------
Acquisition  Proposal          6.4
ADM          Article  IV
Adjustment  Amount          6.14(e)
Agreement          Preamble
Applicable  Discount  Rate          6.9(e)(i)(A)
Applicable  Du  Pont  Plan          6.9(b)
Applicable  Laws          4.4
Asset  Transfers          3.4(a)
Assets          3.4(a)
Authority          6.15(a)
Balance  Sheets          4.5(b)
Banque  Brussels  Agreement          3.2
Basket  Amount          9.2(c)
Bonds          6.15(a)
Bridging  Services  Agreement          6.12
Business          Recitals
Canadian  Foreign  Funded  Benefit  Plan          6.9(k)
Certificates  of  Merger          2.1(b)
Closing          1.1
COBRA  Coverage          6.9(b)
Code          Recitals
Commodities  Purchasing  Agreement          6.12
Confidentiality  Agreement          6.2(a)
Copyrights          4.11(a)
Dairy  Food  Employees          6.9(a)(i)
Damages          9.2(a)
Defective  Products          4.15
DGCL          2.1(a)(i)
Domestic  Benefit  Plans          4.9(a)(i)
Domestic  Closings          1.2
Du  Pont          Preamble
Du  Pont  Common  Stock          Recitals
Du  Pont  Indemnified  Parties          9.2(a)
Du  Pont  Merger  Subsidiaries          1.3
Du  Pont  Parties          Preamble
Du  Pont's  Pension  Plan          6.9(e)(i)
Du  Pont's  Reimbursement  Plan          6.9(d)(iii)
Du  Pont  Shares          1.4
Effective  Time          2.1(b)
Environmental  Claim          4.17(a)
Environmental  Laws          4.17(a)
ERISA          4.9(a)(i)
ERISA  Affiliate          4.9(a)(i)
Excess  Cash          6.14(d)
Exchange  Act          4.5(a)
Excluded  Assets          1.5
Executive  Plans          6.9(h)(ii)
Fiber  Merger          2.1(a)(i)
Fiber  Sales          Preamble
Fiber  Surviving  Corporation          2.1(a)(i)
Final  Termination  Date          8.1(b)
Financial  Statements          4.5(b)
Foreign  Benefit  Plans          4.9(a)(ii)
Foreign  Book  Accrual  Benefit  Plan          6.9(n)
Foreign  Book  Reserve  Benefit  Plan          6.9(o)
Foreign  Closing  Date          2.5(b)(i)
Foreign  Closings          1.6
Foreign  Employees          6.9(a)(ii)
Foreign  Exchange  Agreements          2.4(a)(i)
Foreign  Exchanges          2.4(a)(i)
Foreign  Protein  Shares          Recitals
Foreign  Protein  Subsidiaries          1.7
Foreign  Transfer  Date          6.9(e)(iii)
Fuji  Joint  Venture          4.1(d)
Fuji  Shares          4.1(d)
GAAP          4.5(b)
Governmental  Entity          4.4
Headquarters  Lease          6.12
HSR  Act          4.4
Imperial  BTI          Preamble
Imperial  BTI  Merger          2.1(a)(ii)
Imperial  BTI  Surviving  Corporation          2.1(a)(ii)
Income  Statements          4.5(b)
Indebtedness          1.8
Indemnified  Party          9.2(f)
Indemnifying  Party          9.2(f)
Information          6.18(a)
Initial  Completion  Date          1.9
Initial  Transfer  Amount          6.9(e)(i)
Intellectual  Property          4.11(a)
Intellectual  Property  Assignment          6.12
IRB  Loan  Agreements          6.15(a)
IRB  Lease  Agreements          6.15(a)
IRS          1.17
License  Agreements          4.11(a)
Lien          4.2(c)
Material  Adverse  Effect          4.1(b)
Materials  of  Environmental  Concern          4.17(a)
Market  Value          1.10
Mergers          2.1(a)(ix)
Merger  Conversion  Ratios          2.2(a)
Net  Debt  Amount          1.11
New  Pointer  Subsidiaries          3.4(a)
NFI          Preamble
NFI  Merger          2.1(a)(iii)
NFI  Surviving  Corporation          2.1(a)(iii)
Off-Site  Materials          9.2(h)(A)
Oklahoma  Landlord  Consents          2.4(e)
Operating  Agreement(s)          6.12
Patents          4.11(a)
PBGC          4.9(c)
PBO          6.9(e)(i)
Permits          4.10(b)
Person          1.12
Plant  Lease          2.4(e)
Pointer          Preamble
Pointer  Merger          2.1(a)(iv)
Pointer  Surviving  Corporation          2.1(a)(iv)
Policies          6.9(h)(vii)
Proceedings          4.8
Products          4.15
Projects          6.15(a)
Protein  Competitive  Business          6.10(a)
Protein  Employees          6.9(a)(iv)
Protein  Foreign  Funded  Benefit  Plan          6.9(k)
Protein  Subsidiaries          Recitals
Protein  Subsidiary  Contracts          4.4
PTI          Preamble
PTI  Argentina          3.4(a)
PTI  Asia  Pacific          Preamble
PTI  Asia  Pacific  Merger          2.1(a)(v)
PTI  Asia  Pacific  Surviving  Corporation          2.1(a)(v)
PTI  Brazil          3.4(a)
PTI  Development          Preamble
PTI  Development  Merger          2.1(a)(ix)
PTI  Development  Surviving  Corporation          2.1(a)(ix)
PTI  Europe          Preamble
PTI  Europe  Merger          2.1(a)(vi)
PTI  Europe  Surviving  Corporation          2.1(a)(vi)
PTI  Germany          1.7
PTI  Merger          2.1(a)(viii)
PTI  Mexico          Recitals
PTI  Moscow          1.7
PTI  Sales          Preamble
PTI  Sales  Merger          2.1(a)(vii)
PTI  Sales  Surviving  Corporation          2.1(a)(vii)
PTI  Shares          Recitals
PTI  Spain          Recitals
PTI  Surviving  Corporation          2.1(a)(viii)
PTI  UK          Recitals
PTI  Venezuela          1.7
PTIBV          1.7
PTIBV  Exchange          1.13
PTIBV  Shares          Recitals
PTIFS          3.6
PTIFS  Liquidation          3.6
PTIM          3.1
PTO          6.9(i)
Qualcepts  Letter          Article  IV
R&D  Lease          6.12
Ralston          Preamble
Ralston  Disclosure  Schedule          4.1(d)
Ralston  Foreign  Funded  Benefit  Plan          6.9(m)
Ralston  Group          6.10(a)
Ralston  Indemnified  Parties          9.2(b)
Ralston  Marks          6.11(a)
Ralston  Parties          Preamble
Ralston's  Pension  Plan          6.9(e)(i)
Ralston's  Reimbursement  Plan          6.9(d)(iii)
Real  Properties          4.16(c)
Registration  Rights  Agreement          6.12
RP  Argentina          Recitals
RP  Brazil          Recitals
Sales  Office  Employees  Agreements          6.12
SEC          4.5(a)
Second  Payment          6.9(e)(i)
Secretary  of  State          2.1(b)
Securities  Act          4.4
Senior  Management  Group          10.5
Shares          1.14
Software          4.11(a)
Soil  Injection  Leases          2.4(e)
Soy  Competitive  Business          6.10(a)
Stockholder          Preamble
Sub  No.  1          Preamble
Sub  No.  2          Preamble
Sub  No.  3          Preamble
Sub  No.  4          Preamble
Sub  No.  5          Preamble
Sub  No.  6          Preamble
Sub  No.  7          Preamble
Sub  No.  8          Preamble
Sub  No.  9          Preamble
Subsidiary          1.15
Surviving  Corporations          2.1(a)(ix)
Surviving  Corporation  Stock          2.3
Survivor  Life  Insurance  Plan          6.9(h)(vii)
Survivor  Life  Participants          6.9(h)(vii)
Tax  Return          1.16
Tax  Sharing  Agreement            6.12
Taxes          1.17
Technology          4.11(a)
Title  IV  Plan          4.9(a)(i)
Trademarks          4.11(a)
Transfer  Amount            6.9(e)(i)
Transfer  Date          6.9(a)(iv)
Transferor  Subsidiaries          3.4(a)
Transferred  Employees          6.9(a)(i)
Transferred  Executive  Plans          6.9(h)(ii)
Transferred  Foreign  Employees          6.9(a)(iii)
Transferred  Subsidiaries          Recitals
Trustees          6.9(h)(vii)
U.S.  Protein  Shares          Recitals
U.S.  Protein  Subsidiaries          1.18
Voting  Debt          4.2(b)
WARN  Act          6.1(n)
wholly  owned          1.15

<PAGE>



     8

     AGREEMENT  AND  PLAN  OF  MERGER  AND  EXCHANGE
     -----------------------------------------------


          AGREE-MENT  AND  PLAN  OF  MERGER  AND EXCHANGE, (this "Agree-ment")
                                                                  ----------
dated  as  of  December  2,  1997,  by  and  among

<PAGE>


<PAGE>
(a)          Ralston Purina Company, a Missouri corpo-ra-tion ("Ralston"), (b)
                                                                -------
Protein  Technologies Internation-al Holdings, Inc., a Dela-ware corpo-ra-tion
and  wholly  owned  subsidiary  of VCS Holding Company which is a wholly owned
subsidiary  of  Ralston  ("Stock-hold-er"),  (c)  Fiber  Sales  & Devel-opment
                           -------------
Corpo-ra-tion,  a  Dela-ware  corpo-ration  and  wholly  owned  subsid-iary of
Stock-holder  ("Fiber  Sales"),  (d)  Imperi-al Biotech-nolo-gy, U.S., Inc., a
                ------------
Dela-ware corpo-ration and wholly owned subsidiary of Stock-holder ("Impe-rial
                                                                     ---------
     BTI"),  (e)  Nutri-tious Foods, Inc., a Dela-ware corpo-ration and wholly
     ---
owned subsid-iary of Stock-hold-er ("NFI"), (f) Pointer Spe-cialty Chemi-cals,
                                     ---
Inc.,  a  Delaware  corpo-ration  and wholly owned subsid-iary of Stock-holder
("Pointer"),  (g)  Protein  Technolo-gies  International  Asia  Pacific
   ------
Corpora-tion,  a  Delaware  corpo-ration  and  wholly  owned  subsidiary  of
   ------
Stock-holder  ("PTI  Asia  Pacific"), (h) Protein Tech-nologies Inter-national
   ------       ------------------
Europe,  Inc.,  a  Dela-ware  corpo-ration  and  wholly  owned sub-sid-iary of
Stock-holder ("PTI Eu-rope"), (i) Protein Technolo-gies Inter-na-tional Sales,
               -----------
Inc.,  a  Dela-ware  corpo-ration and wholly owned subsidiary of Stock-hold-er
("PTI  Sales"),  (j)  Pro-tein  Technologies  Internation-al, Inc., a Delaware
  ----------
corpo-ration and wholly owned subsidiary of Stock-holder ("PTI"), (k) Pro-tein
  --                                                       ---
Technologies  Interna-tional  Develop-ment  Corpora-tion,  a  Dela-ware
corpo-ration  and wholly owned subsidiary of Stockholder ("PTI Develop-ment"),
                                                           ----------------

               --  The above entities are hereinafter collec-tively called the
"Ralston  Parties"  --

     AND

(b)         E.I. du Pont de Nemours and Company, a Dela-ware corpo-ration ("Du
                                                                            --
-Pont"),  (m)  DuPont  PTI  1  Co. ("Sub No. 1"), a Delaware corporation and a
 ----                                ---------
direct  wholly  owned  sub-sid-iary of Du Pont, (n) DuPont PTI 2 Co. ("Sub No.
 ---                                                                   -------
2"), a Delaware corpora-tion and a direct wholly owned sub-sidiary of Du Pont,
 -
     (o)  DuPont PTI 3 Co. ("Sub No. 3"), a Dela-ware corporation and a direct
                             ---------
wholly  owned  subsidiary  of  Du  Pont, (p) DuPont PTI 4 Co. ("Sub No. 4"), a
                                                                ---------
Delaware  corpo-ration  and  a  direct wholly owned subsidiary of Du Pont, (q)
DuPont  PTI  5  Co. ("Sub No. 5"), a Delaware corpora-tion and a direct wholly
                      ---------
owned  subsidiary  of  Du Pont, (r) DuPont PTI 6 Co. ("Sub No. 6"), a Delaware
                                                       ---------
corporation  and a direct wholly owned subsidiary of Du Pont, (s) DuPont PTI 7
Co.  ("Sub  No.  7"),  a  Delaware  corporation  and  a  direct  wholly  owned
       -----------
sub-sidiary  of  Du  Pont,  (t)  DuPont  PTI  8  Co. ("Sub No. 8"), a Delaware
      ----                                             ---------
corporation  and  a  direct wholly owned subsidiary of Du Pont, and (u) DuPont
      -
PTI  9  Co.  ("Sub No. 9"), a Dela-ware corpora-tion and a direct wholly owned
               ---------
subsidiary  of  Du  Pont

               --  The above entities are hereinafter collec-tively called the
"Du  Pont  Parties."

               WHEREAS,  certain  Subsidiaries  (as  defined  in  Section 1.15
hereof)  of Ralston are en-gaged, on a world-wide basis, in the manu-fac-ture,
dis-tri-bution  and  sale  of  soy  protein, food fiber, pet food coat-ing and
industrial  polymer  products  (the  "Busi-ness");
                                      ---------

               WHEREAS,  Stockholder  is  the record and benefi-cial owner of:

(i)           all the issued and outstanding shares of common stock, par value
$0.10  per  share,  of  Fiber  Sales;

(ii)          all the issued and outstanding shares of common stock, par value
$1.00  per  share,  of  Imperial  BTI;

(iii)         all the issued and outstanding shares of common stock, par value
$1.00  per  share,  of  NFI;

(iv)          all the issued and outstanding shares of common stock, par value
$1.00  per  share,  of  Pointer;

(v)           all the issued and outstanding shares of common stock, par value
$1.00  per  share,  of  PTI  Asia  Pacific);

(vi)          all the issued and outstanding shares of common stock, par value
$1.00  per  share,  of  PTI  Europe;

(vii)         all the issued and outstanding shares of common stock, par value
$1.00  per  share,  of  PTI  Sales;

(viii)        all the issued and outstanding shares of common stock, par value
$1.00  per  share,  of  PTI;

(ix)          all the issued and outstanding shares of common stock, par value
$10.00  per  share,  of  PTI  Devel-op-ment;

(x)              all  the  issued  and outstanding shares (other than director
qualifying  shares) of common stock, par value 100,000DM per share, of Protein
Technol-ogies  Inter-national  (Deutschland)  GmBH,  a  German  corpo-ra-tion;

(xi)              all  the  issued and outstanding shares (other than director
qualifying  shares)  of  common  stock,  par value $1.00 per share, of Protein
Tech-nologies  Inter-na-tional  Australia  Pty.  Limited,  an  Australian
corpora-tion;

(xii)              all  the issued and outstanding shares (other than director
qualifying  shares) of common stock, par value 10 rubles per share, of Protein
Tech-nol-ogies  Inter-na-tional  Moscow,  a  Russian  corpo-ration;

(xiii)              all the issued and outstanding shares (other than director
qualifying  shares)  of  common stock, par value DLF 100 per share, of Protein
Technol-o-gies  Inter-na-tional  Overseas  B.V.  (Nether-lands),  a  Dutch
corporation  (the  "PTIBV  Shares");  and
                    -------------

(xiv)          900 of the issued and outstanding shares (other than 100 shares
owned  by  PTI)  of  common stock, par value BS 1,000 per share, of Venezuelan
Pro-tein  Tech-nol-o-gies  Inter-na-tional PTI C.A., a Venezuela corpo-ra-tion

     (the shares referenced in clauses (i) through (ix) above are collectively
referred  to  herein as the "U.S. Protein Shares" and the shares referenced in
                             -------------------
clauses  (x)  through (xiv) (including the 100 shares owned by PTI in the case
of  clause  (xiv))  above  are  col-lec-tive-ly  re-ferred  to  herein  as the
"For-eign  Protein  Shares").
        ------------------

               WHEREAS, on the Initial Completion Date (as de-fined in Section
1.9  hereof),  the closing of the Merg-ers (as de-fined in Sec-tion 2.1(a)(ix)
hereof)  and the PTIBV Ex-change (as de-fined in Sec-tion 1.13 hereof) and any
other  For-eign Exchang-es (as de-fined in Section 2.4(a)(i) hereof) which can
occur  at  such  time will occur substan-tially simulta-neous-ly and any other
remain-ing  Foreign  Exchanges will occur as soon as prac-ti-cable there-after
upon  the  terms  and  sub-ject  to  the  condi-tions  set  forth  herein;

               WHEREAS,  it  is contemplated that as of the Initial Completion
Date,  the  Business,  in its entirety, will be con-ducted by the U.S. Protein
Subsidiaries  (as  defined  in  Section  1.18  hereof) and the Foreign Protein
Subsidiaries  (as  defined  in  Section  1.7  hereof)  and  their directly and
indi-rectly owned Subsidiaries (collectively, the "Protein Subsidiar-ies") and
                                                   ---------------------
that  the  Protein  Subsid-iaries will own or have the right to use all assets
necessary  for  the  operation  of  the Business as it is currently conducted,
except  that  certain  operations  currently  conducted  by  Ralston  Purina
Argenti-na  S.A.  ("RP  Argenti-na") and Ralston Purina Do Bra-sil, Ltda. ("RP
                    --------------                                          --
Bra-zil")  relating  to  the  Business may be trans-ferred fol-low-ing, rather
  -----
than  prior  to,  the Initial Comple-tion Date to Protein Subsid-iaries as set
  -
forth  herein and that sales operations in the countries of Canada, Japan, the
Philippines,  Thailand,  Malaysia  and  Singapore  will  be  con-ducted  by
individuals  who will technically be employed by Subsidiaries of Ralston other
than  the  Protein  Subsidiar-ies, for a period of time until such individuals
can  be  trans-ferred  to  a  Subsidiary  of  Du  Pont  as  set  forth herein;

               WHEREAS,  the parties hereto desire that Stock-hold-er transfer
all  of  the U.S. Protein Shares and the Foreign Pro-tein Shares to Du Pont in
exchange  for  the  trans-fer  by  Du Pont to Stock-holder of shares of common
stock,  par  value  $0.30 per share, of Du Pont ("Du Pont Common Stock"), upon
                                                  --------------------
the  terms  and sub-ject to the condi-tions set forth herein, such exchange to
occur  by merger in the case of each of the U.S. Protein Sub-sid-iaries and by
exchange  of  shares  other-wise;

               WHEREAS,  the  respective Boards of Directors of each of the Du
Pont  Merger  Subsidiaries  (as defined in Section 1.3 hereof) and each of the
U.S.  Protein  Subsid-iaries  have  ap-proved  and  declared  advis-able  this
Agree-ment and the merger of each of the Du Pont Merger Subsid-iaries with and
into  each of the re-spective U.S. Protein Subsidiar-ies (and have recommended
to  their respec-tive stock-holders that they adopt this Agree-ment), upon the
terms  and  subject  to  the  condi-tions  set forth herein, whereby each U.S.
Pro-tein  Share will be con-verted into the number of shares of Du Pont Common
Stock  deter-mined pursu-ant to Sec-tion 2.2 hereof and each share of stock of
each  Du Pont Merger Subsidiary shall be converted into U.S. Protein Shares as
provided  for  here-in;

               WHEREAS, the respective Boards of Directors of Du Pont, Ralston
and Stockholder (i) have each approved this Agreement and the mergers of their
respective  Sub-sidiaries  and, in their capacity as the sole stockholder of a
U.S.  Protein  Subsidiary or a Du Pont Merger Subsid-iary, as the case may be,
have  adopted this Agreement upon the terms and subject to the condi-tions set
forth  herein  and (ii) have each approved the exchange of the Foreign Protein
Shares  for  shares  of  Du  Pont  Common  Stock  as  provided  for  here-in;

               WHEREAS,  prior  to  the Initial Completion Date, Ralston shall
cause  (i)  all  of  the  out-standing  shares  of  capital  stock  of Protein
Tech-nolo-gies  International  Iberica  S.A.,  a  Spanish  corpora-tion  ("PTI
                                                                           ---
Spain"),  (ii)  all  of the out-stand-ing shares of capi-tal stock of Pro-tein
Tech-nologies  Interna-tional  (U.K.) Limit-ed, an Eng-lish corpo-ration ("PTI
                                                                           ---
UK")  (which, in turn holds all of the outstand-ing shares of capital stock of
 -
Foodmaker  Limited,  Imperial  Biotechnolo-gy  Prod-ucts  Limited and Pro-tein
Technolo-gies  Inter-na-tional  Ire-land  Limited)  and  (iii)  all  of  the
out-stand-ing  shares  of  capi-tal  stock  of  Protein  Tech-nolo-gies
Interna-tional  S.A.  de  C.V.,  a  Mexican  corpora-tion  ("PTI Mexi-co" and,
                                                             -----------
to-geth-er  with PTI Spain and PTI UK, the "Trans-ferred Subsidiaries"), to be
                                            -------------------------
con-trib-uted  to  Point-er  upon the terms and subject to the condi-tions set
forth  herein;

               WHEREAS,  Ralston shall cause two newly formed Sub-sidiaries of
Pointer  to  acquire  the  assets  primarily asso-ci-at-ed with or used in the
Busi-ness  which  are  current-ly  held by RP Argentina and RP Brazil upon the
terms  and  sub-ject  to  the  condi-tions  set  forth  here-in;  and

               WHEREAS,  for  federal income tax purposes, it is intended that
each  of  the  Mergers  and  each of the Foreign Exchang-es shall constitute a
reorganiza-tion  within  the meaning of section 368(a) of the Internal Revenue
Code  of  1986,  as amended (the "Code"), and that with respect to each Merger
                                  ----
and  each  Foreign  Exchange  this  Agree-ment  shall  con-stitute  a "plan of
reorga-niza-tion"  for  purposes  of  the  Code;

               NOW,  THEREFORE,  in  consideration  of  the forego-ing and the
respective  representations,  warranties,  covenants  and agreements set forth
herein,  the  parties  hereto  agree  as  follows:


ARTICLE  II
          CERTAIN  DEFINITIONS

               In  this  Agreement  and  the  Ralston Disclosure Sched-ule (as
defined  in  Section 4.1(d) hereof), the words and expressions set out in this
Article  I  shall  have  the  meanings  set  forth  below,  unless the context
explicitly  requires  other-wise:

ARTICLE  IISection .1          Closing     Closing     Closing     Closing:  A
                               -------     -------     -------     -------
Domestic  Closing  (as defined in Section 1.2 hereof) or a Foreign Closing (as
de-fined  in  Section  1.6  hereof).

ARTICLE  IISection  .2                 Domestic Closings     Domestic Closings
                                       -----------------     -----------------
Domestic  Closings          Domestic  Closings:   The closings of the Mergers.
    --------------          ------------------

ARTICLE  IISection  .3          Du Pont Merger Subsidiaries     Du Pont Merger
                                ---------------------------     --------------
Subsidiaries      Du Pont Merger Subsidiaries     Du Pont Merger Subsidiaries:
 -----------      ---------------------------     ---------------------------
     Col-lec-tively,  Sub  No.  1, Sub No. 2, Sub No. 3, Sub No. 4, Sub No. 5,
Sub  No.  6,  Sub  No.  7,  Sub  No.  8  and  Sub  No.  9.

ARTICLE  IISection  .4           Du Pont Shares     Du Pont Shares     Du Pont
                                 --------------     --------------     -------
Shares       Du Pont Shares:  The aggregate amount of shares of Du Pont Common
  ----       --------------
Stock  to  be  issued  pursu-ant  to  the  Mergers  and the Foreign Exchanges.

ARTICLE  IISection  .5               Excluded Assets:  Those assets owned by a
                                     ---------------
Protein  Subsidiary,  RP Argentina or RP Brazil that are not being directly or
indirectly  trans-ferred  to  Du Pont as part of the Busi-ness, in-cluding the
Belgium Coordi-nation Center and the Dairy Food Systems division including the
     plant  locat-ed  in  Hager  City,  Wisconsin  and  the  assets  thereat.

ARTICLE  IISection  .6                   Foreign Closings     Foreign Closings
                                         ----------------     ----------------
Foreign Closings     Foreign Closings:  The closings of the exchange, transfer
      ----------     ----------------
     and acquisition of the respec-tive Foreign Protein Shares of each Foreign
Protein  Sub-sidiary  in  exchange  for  shares  of  Du  Pont Common Stock (as
contemplated  by  Sec-tion  2.4(a)  hereof).

ARTICLE IISection .7          Foreign Protein Subsidiaries     Foreign Protein
                              ----------------------------     ---------------
     Subsidiaries          Foreign  Protein  Subsidiaries      Foreign Protein
     ------------          ------------------------------      ---------------
Subsidiaries:    Col-lec-tively,  Protein  Technol-ogies  International
     -------
(Deutsch-land)  GmBH  ("PTI  Germany"), Pro-tein Tech-nologies Inter-na-tional
     ------             ------------
Aus-tra-lia Pty. Limit-ed, Protein Tech-nol-ogies Inter-na-tional Moscow ("PTI
                                                                           ---
Moscow"),  Pro-tein  Technolo-gies  Inter-na-tional  Over-seas  B.V.
------
(Neth-er-lands)  ("PTIBV")  and  Venezuelan  Pro-tein  Tech-nol-o-gies
------
Inter-na-tional  PTI  C.A.  ("PTI  Venezuela").
------

ARTICLE  IISection  .8          Indebtedness     Indebtedness     Indebtedness
                                ------------     ------------     ------------
     Indebtedness:     Of any Person (as defined in Section 1.12 hereof) means
     ------------
(1)  in-debt-edness  for  bor-rowed  money  of  such  Person  (in-clud-ing any
long-term  or  short-term  por-tions  there-of)  and  (2)  any in-debt-ed-ness
se-cured  by  the assets of, or guaran-teed by, such Person or evi-denced by a
note,  bond,  letter of cred-it, inden-ture or similar in-stru-ment; provided,
                                                                     --------
however,  that Indebtedness shall not be deemed to include accounts payable or
 ------
intercom-pany  notes.

ARTICLE  IISection  .9          Initial Completion Date     Initial Completion
                                -----------------------     ------------------
Date     Initial Completion Date     Initial Completion Date:  The date of the
 ---     -----------------------     -----------------------
     Domestic  Closings.

ARTICLE  IISection  .10            [Intentionally Omitted.]     [Intentionally
Omitted.]          [Intentionally  Omitted.]          [Intentionally Omitted.]

ARTICLE  IISection  .11            Net Debt Amount     Net Debt Amount     Net
                                   ---------------     ---------------     ---
Debt  Amount          Net  Debt Amount:  When used with respect to any Protein
   ---------          ----------------
Subsidiary,  as  the  case may be, the sum of all Indebtedness of such Protein
   ---
Subsid-iary  and  all of its Sub-sid-iar-ies, other than Indebtedness referred
to  in  Section  6.15  of  this  Agreement.

ARTICLE  IISection  .12          Person     Person     Person     Person:  Any
                                 ------     ------     ------     ------
natural  per-son,  firm,  individu-al,  corpo-ra-tion,  part-ner-ship,  joint
ven-ture,  busi-ness  trust,  trust,  asso-ciation,  compa-ny  or  any  other
busi-ness  orga-ni-za-tion  or  entity,  wheth-er  incor-po-rat-ed  or
unin-corpo-rat-ed.

ARTICLE  IISection  .13            PTIBV Exchange     PTIBV Exchange     PTIBV
                                   --------------     --------------     -----
Exchange          PTIBV  Exchange:    The ex-change, trans-fer and acquisition
   -----          ---------------
contemplated  by  Section  2.4(a) hereof of Du Pont Common Stock for the PTIBV
   ----
Shares.

ARTICLE  IISection  .14               Shares     Shares     Shares     Shares:
                                      ------     ------     ------     ------
Collectively,  the  U.S.  Protein  Shares  and  the  Foreign  Protein  Shares.

ARTICLE  IISection  .15               Subsidiary     Subsidiary     Subsidiary
                                      ----------     ----------     ----------
Subsidiary:  With respect to any Person, of which (i) such Person or any other
  --------
     Subsidiary  of  such  Person  is  a  gener-al part-ner or (ii) at least a
major-ity of the out-standing shares of capital stock or part-nership or other
interests  having  an  inter-est  in profits or in assets upon liquida-tion is
di-rectly  or  indi-rectly owned or con-trolled by such Per-son, by any one or
more  of  its  Subsid-iaries,  or  by  such  Person  and  one  or  more of its
Subsid-iaries.    Refer-ences  to  a  "wholly  owned" Subsid-iary of an entity
                                       -------------
include  a Subsid-iary all of the common equity of which, other than direc-tor
quali-fying shares, is owned, directly or through wholly owned Sub-sid-iaries,
by  such  enti-ty.

ARTICLE  IISection  .16               Tax Return     Tax Return     Tax Return
                                      ----------     ----------     ----------
Tax  Return:    Any  re-port,  return,  document,  declara-tion  or  other
  ---------
infor-ma-tion  or  filing re-quired to be sup-plied to any taxing authority or
  --------
juris-dic-tion  (foreign  or  domes-tic)  with  respect  to Taxes, includ-ing,
without  limita-tion, informa-tion re-turns, any docu-ments with respect to or
accompany-ing payments of estimated Taxes, or with respect to or accom-panying
     requests  for  the  exten-sion  of time in which to file any such report,
return,  document,  declara-tion  or  other  information.

ARTICLE  IISection  .17          Taxes     Taxes     Taxes     Taxes:  Any and
                                 -----     -----     -----     -----
all  taxes,  charg-es, fees, levies or other assess-ments, in-cluding, without
limi-ta-tion,  income,  gross  re-ceipts,  excise,  real or personal property,
sales, withhold-ing, social securi-ty, occupa-tion, use, service, service use,
     license,  net  worth,  payroll, franchise, transfer and record-ing taxes,
fees  and  charges,  imposed  by  the  Internal Revenue Service ("IRS") or any
                                                                  ---
taxing  au-thor-i-ty  (wheth-er  domes-tic  or  for-eign  includ-ing,  without
limi-ta-tion,  any  state,  county,  local  or  foreign  govern-ment  or  any
subdi-vision  or  taxing  agency  thereof  (includ-ing  a  United  States
posses-sion)),  whether  computed  on  a  sepa-rate,  consol-idated, uni-tary,
com-bined or any other basis; and such term shall include any interest whether
paid  or  received, fines, penal-ties or addi-tional amounts attrib-utable to,
or  imposed upon, or with respect to, any such taxes, charges, fees, levies or
other  as-sessments.

ARTICLE  IISection  .18             U.S. Protein Subsidiaries     U.S. Protein
                                    -------------------------     ------------
Subsidiaries          U.S. Protein Subsidiaries     U.S. Protein Subsidiaries:
    --------          -------------------------     -------------------------
Collec-tive-ly,  Fiber  Sales,  Imperial BTI, NFI, Point-er, PTI Asia Pacific,
PTI  Europe,  PTI  Sales,  PTI  and  PTI  Development.


ARTICLE  III
          THE  MERGERS  AND  FOREIGN  EXCHANGES;  CLOSINGS

ARTICLE  IIISection  .1            The Mergers     The Mergers     The Mergers
                                   -----------     -----------     -----------
     The  Mergers.
     ------------

(a)                 (i)  Upon the terms and subject to the condi-tions of this
Agreement,  at the Ef-fective Time (as de-fined in Section 2.1(b) hereof), Sub
No.  1  shall  be  merged  (the  "Fiber  Merg-er")  with  and into Fiber Sales
                                  --------------
whereupon  the sepa-rate exis-tence of Sub No. 1 shall cease.  After the Fiber
Merg-er,  Fiber  Sales  shall  con-tin-ue  as the surviv-ing corpora-tion (the
"Fiber  Surviv-ing  Corpora-tion")  and shall con-tinue to be gov-erned by the
    ----------------------------
law  of the State of Dela-ware and shall continue its existence under the name
"Fiber  Sales  &  Develop-ment  Corporation" until there-after duly amended or
changed  in accor-dance with applica-ble law.  The Fiber Merger shall have the
effects  speci-fied  in the General Cor-pora-tion Law of the State of Delaware
(the  "DGCL").
       ----

(i)        Upon the terms and subject to the condi-tions of this Agreement, at
the  Effec-tive  Time,  Sub No. 2 shall be merged (the "Imperial BTI Merg-er")
                                                        --------------------
with  and  into  Imperial BTI where-upon the sepa-rate exis-tence of Sub No. 2
shall  cease.  After the Imperial BTI Merg-er, Imperial BTI shall contin-ue as
the  surviving  corpo-ra-tion (the "Imperial BTI Surviv-ing Corpora-tion") and
                                    ------------------------------------
shall  continue to be gov-erned by the law of the State of Dela-ware and shall
con-tinue its existence under the name "Imperi-al Bio-tech-nology, U.S., Inc."
     until  there-after  duly  amend-ed  or  changed  in  accor-dance  with
applica-ble  law.   The Impe-rial BTI Merger shall have the effects speci-fied
in  the  DGCL.

(ii)         Upon the terms and sub-ject to the condi-tions of this Agreement,
at  the Effec-tive Time, Sub No. 3 shall be merged (the "NFI Merger") with and
                                                         ----------
into  NFI  whereupon the sepa-rate exis-tence of Sub No. 3 shall cease.  After
the  NFI Merg-er, NFI shall con-tinue as the sur-viving corpora-tion (the "NFI
                                                                           ---
Sur-viving  Corpo-ra-tion")  and  shall continue to be gov-erned by the law of
-------------------------
the  State  of  Dela-ware  and  shall  continue  its exis-tence under the name
--
"Nutri-tious  Foods,  Inc."  until  there-after  duly  amended  or  changed in
--
accordance  with  applica-ble  law.    The  NFI  Merger shall have the effects
--
speci-fied  in  the  DGCL.
--

(iii)         Upon the terms and subject to the condi-tions of this Agreement,
at  the Effective Time, Sub No. 4 shall be merged (the "Pointer Merg-er") with
                                                        ---------------
and  into Pointer whereupon the sepa-rate exis-tence of Sub No. 4 shall cease.
     After  the  Point-er  Merg-er,  Pointer  shall  continue as the surviving
corpo-ra-tion (the "Pointer Surviving Corporation") and shall con-tin-ue to be
                    -----------------------------
gov-erned  by  the  law  of  the  State  of  Dela-ware  and shall continue its
existence  under  the  name  "Point-er  Specialty  Chemicals,  Inc."  until
there-after  duly amended or changed in accor-dance with applica-ble law.  The
Point-er  Merger  shall  have  the  ef-fects  speci-fied  in  the  DGCL.

(iv)       Upon the terms and subject to the condi-tions of this Agreement, at
     the  Effective  Time,  Sub  No.  5 shall be merged (the "PTI Asia Pacific
                                                              ----------------
Merger")  with and into PTI Asia Pacific whereupon the sepa-rate exis-tence of
    --
Sub  No. 5 shall cease.  After the PTI A-sia Pacific Merg-er, PTI Asia Pacific
shall continue as the surviving corpo-ra-tion (the "PTI Asia Pacific Surviving
                                                    --------------------------
Corpora-tion")  and shall con-tin-ue to be governed by the law of the State of
------------
Dela-ware  and  shall  continue  its  existence  under  the  name  "Protein
Technolo-gies Interna-tional Asia Pacific Corpora-tion" until there-after duly
amend-ed  or  changed  in  accor-dance  with  applica-ble  law.  The PTI A-sia
Pacific  Merger  shall  have  the  effects  speci-fied  in  the  DGCL.

(v)        Upon the terms and subject to the condi-tions of this Agreement, at
the  Effective  Time, Sub No. 6 shall be merged (the "PTI Europe Merger") with
                                                      -----------------
and  into  PTI  Europe  whereupon  the sepa-rate exis-tence of Sub No. 6 shall
cease.    After  the  PTI  E-urope  Merg-er, PTI Europe shall con-tinue as the
surviving  corpo-ra-tion  (the  "PTI  Europe Surviving Corporation") and shall
                                 ---------------------------------
con-tin-ue  to  be  governed  by  the  law of the State of Dela-ware and shall
continue  its  existence  under the name "Protein Technolo-gies Inter-national
Europe,  Inc."  until there-after duly amend-ed or changed in accor-dance with
applica-ble  law.  The PTI E-urope Merger shall have the effects speci-fied in
the  DGCL.

(vi)       Upon the terms and subject to the condi-tions of this Agreement, at
     the  Effective  Time,  Sub No. 7 shall be merged (the "PTI Sales Merger")
                                                            ----------------
with  and  into PTI Sales whereupon the separate exis-tence of Sub No. 7 shall
cease.    After  the  PTI  S-ales  Merg-er,  PTI  Sales  shall continue as the
sur-viving  corpo-ra-tion  (the  "PTI Sales Surviving Corpo-ration") and shall
                                  --------------------------------
continue  to  be  gov-erned  by  the  law  of the State of Dela-ware and shall
continue  its  existence  under the name "Protein Technolo-gies Inter-national
Sales,  Inc."  until  there-after duly amend-ed or changed in accor-dance with
appli-ca-ble  law.  The PTI S-ales Merger shall have the effects speci-fied in
the  DGCL.

(vii)         Upon the terms and subject to the condi-tions of this Agreement,
at  the  Effective Time, Sub No. 8 shall be merged (the "PTI Merger") with and
                                                         ----------
into  PTI  whereupon  the separate exis-tence of Sub No. 8 shall cease.  After
the  PTI Merg-er, PTI shall continue as the surviv-ing corpo-ra-tion (the "PTI
                                                                           ---
Surviving Corpo-ra-tion") and shall continue to be gov-erned by the law of the
-----------------------
     State  of  Dela-ware  and  shall  continue  its exis-tence under the name
"Protein  Technolo-gies Inter-nation-al, Inc." until there-after duly amend-ed
or changed in accor-dance with applica-ble law.  The PTI Merger shall have the
effects  speci-fied  in  the  DGCL.

(viii)        Upon the terms and subject to the condi-tions of this Agreement,
at  the  Effective  Time,  Sub  No.  9  shall be merged (the "PTI Develop-ment
                                                              ----------------
Merg-er"  and,  to-gether  with  the  Fiber  Merger, Imperi-al BTI Merger, NFI
      -
Merger,  Pointer Merger, PTI Asia Pacific Merger, PTI Europe Merger, PTI Sales
Merger  and  PTI  Merg-er,  the  "Merg-ers")  with  and into PTI Devel-op-ment
                                  --------
where-up-on  the sepa-rate exis-tence of Sub No. 9 shall cease.  After the PTI
D-evel-opment  Merg-er,  PTI  Devel-opment  shall  contin-ue  as the surviving
corpo-ra-tion (the "PTI Development Surviving Corpora-tion" and, together with
                    --------------------------------------
     the  Fiber  Surviving  Corpora-tion, Imperial BTI Surviving Corpo-ration,
NFI  Surviving  Corpora-tion,  Pointer Surviving Corporation, PTI Asia Pacific
Sur-viving  Corpo-ration,  PTI  Europe  Surviving  Corpora-tion,  PTI  Sales
Surviving  Corpo-ration  and  PTI  Surviving  Corpo-ra-tion,  the  "Surviv-ing
                                                                    ----------
Corpo-rations")  and  shall con-tin-ue to be gov-erned by the law of the State
      -------
of  Dela-ware  and  shall  con-tinue  its  existence  under the name "Pro-tein
Technologies  International  Devel-opment Corpora-tion" until there-after duly
amend-ed or changed in accor-dance with applica-ble law.  The PTI D-evelopment
Merger  shall  have  the  effects  speci-fied  in  the  DGCL.

(b)          Concurrently with the Domestic Closings, the parties hereto shall
cause cer-tifi-cates of merger (the "Cer-tif-i-cates of Merg-er") with respect
                                     --------------------------
     to  each  of the Mergers to be exe-cut-ed and filed with the Secretary of
State of the State of Dela-ware (the "Secre-tary of State") as provided in the
                                      -------------------
DGCL.    The  Mergers  shall  become  effec-tive  on  the  date  and time (the
"Effec-tive  Time")  at which the Cer-tif-icates of Merger are duly filed with
         --------
the  Secre-tary  of  State.

(c)               (i)     Upon the Fiber Merg-er, all the rights, privileg-es,
immunities,  powers and franchis-es of Fiber Sales and Sub No. 1 shall vest in
the  Fiber  Surviv-ing  Corporation  and  all  obli-ga-tions,  re-stric-tions,
dis-abili-ties,  duties,  debts  and liabili-ties of Fiber Sales and Sub No. 1
shall  be the obli-ga-tions, re-stric-tions, dis-abili-ties, duties, debts and
liabilities  of  the  Fiber  Sur-viv-ing  Corpo-ra-tion.

(i)              Upon  the  Imperial  BTI Merger, all the rights, privileg-es,
immunities, powers and franchis-es of Imperial BTI and Sub No. 2 shall vest in
     the  Imperi-al  BTI  Surviving  Corporation  and  all  obli-gations,
restric-tions,  disabilities,  duties,  debts and liabili-ties of Imperial BTI
and Sub No. 2 shall be the obliga-tions, restric-tions, disabili-ties, duties,
debts  and  lia-bilities  of  the  Impe-rial  BTI  Surviving  Corporation.

(ii)             Upon the NFI Merger, all the rights, privileg-es, immunities,
powers  and  franchis-es of NFI and Sub No. 3 shall vest in the NFI Sur-viving
Corpora-tion  and all obli-gations, restric-tions, disabilities, duties, debts
and liabilities of NFI and Sub No. 3 shall be the obliga-tions, restric-tions,
     disabil-ities,  duties,  debts  and  lia-bilities  of  the  NFI Surviving
Corporation.

(iii)        Upon the Pointer Merger, all the rights, privileg-es, immunities,
powers  and  franchis-es  of  Pointer and Sub No. 4 shall vest in the Point-er
Surviving  Corpo-ration  and  all obli-ga-tions, re-stric-tions, disabilities,
duties,  debts  and  lia-bilities  of  Pointer  and  Sub  No.  4  shall be the
obliga-tions, re-stric-tions, disabil-ities, duties, debts and lia-bilities of
     the  Pointer  Surviv-ing  Corporation.

(iv)            Upon the PTI Asia Pacific Merger, all the rights, privileg-es,
immunities,  powers  and  fran-chis-es of PTI Asia Pacific and Sub No. 5 shall
vest  in  the  PTI  Asia  Pacific Surviv-ing Corporation and all obli-gations,
re-stric-tions,  dis-abilities,  duties,  debts  and  lia-bilities of PTI Asia
Pacific and Sub No. 5 shall be the obliga-tions, restric-tions, disabil-ities,
     duties,  debts  and  lia-bilities  of  the  PTI  Asia  Pacific Sur-viving
Corporation.

(v)       Upon the PTI Europe Merger, all the rights, privileg-es, immunities,
     powers  and franchis-es of PTI Europe and Sub No. 6 shall vest in the PTI
Europe  Surviving  Corporation  and  all  obli-gations,  restric-tions,
disabilities,  duties,  debts  and  lia-bili-ties  of PTI Europe and Sub No. 6
shall  be  the  obliga-tions,  restric-tions, disabil-ities, duties, debts and
lia-bilities  of  the  PTI  Europe  Surviving  Corporation.

(vi)       Upon the PTI Sales Merger, all the rights, privileg-es, immunities,
     powers  and  franchis-es of PTI Sales and Sub No. 7 shall vest in the PTI
Sales Surviving Corporation and all obli-gations, restric-tions, disabilities,
duties,  debts  and  lia-bilities  of  PTI  Sales  and  Sub No. 7 shall be the
obliga-tions, restric-tions, disabil-ities, duties, debts and lia-bili-ties of
the  PTI  Sales  Surviving  Corporation.

(vii)            Upon the PTI Merger, all the rights, privileg-es, immunities,
powers  and  franchis-es of PTI and Sub No. 8 shall vest in the PTI Sur-viving
Corpora-tion  and all obli-gations, restric-tions, disabilities, duties, debts
and  lia-bilities  of  PTI  and  Sub  No.  8  shall  be  the  obliga-tions,
restric-tions,  disabil-ities,  duties,  debts  and  lia-bilities  of  the PTI
Surviving  Corporation.

(viii)           Upon the PTI Development Merger, all the rights, privileg-es,
immunities,  powers  and  fran-chis-es  of PTI Development and Sub No. 9 shall
vest  in  the  PTI  Development  Surviving  Corporation  and all obli-gations,
restric-tions, disabilities, duties, debts and lia-bilities of PTI Development
     and  Sub  No.  9 shall be the obliga-tions, restric-tions, disabil-ities,
duties,  debts and lia-bilities of the PTI Development Surviv-ing Corporation.

(d)          The Cer-tif-icate of Incor-po-ra-tion of each of the U.S. Protein
Subsidiaries  in effect imme-di-ate-ly prior to the Effec-tive Time (copies of
which  have  been delivered by Ralston to Du Pont) shall be the Cer-tif-i-cate
of Incor-pora-tion of each of the respec-tive Surviv-ing Corpo-ra-tions, until
     there-after  duly  amended  in  accor-dance  with  applica-ble  law.

(e)           The By-laws of each of the Du Pont Merger Subsidiaries in effect
imme-di-ately prior to the Effec-tive Time shall be the By-laws of each of the
     respective Surviv-ing Corpo-ra-tions, until there-af-ter duly amend-ed in
accor-dance  with  applica-ble  law,  the Cer-tif-i-cate of Incor-po-ration of
such  Surviv-ing  Corpo-ration  and  the  By-laws  of  such  Sur-viv-ing
Corpo-ra-tion.

(f)           From and after the Effective Time, the direc-tors of each of the
Du  Pont  Merger  Subsid-iar-ies  at the Effec-tive Time shall be the ini-tial
direc-tors  of  each  of  the  re-spective  Surviving  Corpora-tions,  and the
offi-cers  of  each  of  the  U.S. Protein Subsidiaries at the Effec-tive Time
shall  be  the  initial  offi-cers  of  each  of  the  respective  Sur-viving
Corpora-tions,  in  each  case  until  their re-spec-tive succes-sors are duly
elected  or  appoint-ed  and  quali-fied  in  accordance  with applicable law.

ARTICLE  IIISection  .2               Conversion of U.S. Protein Shares in the
                                      ----------------------------------------
Mergers     Conversion of U.S. Protein Shares in the Mergers     Conversion of
      -     ------------------------------------------------     -------------
     U.S.  Protein Shares in the Mergers     Conversion of U.S. Protein Shares
     -----------------------------------     ---------------------------------
in  the  Mergers.    As  of  the Effec-tive Time, by virtue of the Mergers and
----------------
with-out  any  action  on  the  part  of  Stockholder:
-----

(a)          With respect to each U.S. Pro-tein Subsid-iary, each U.S. Protein
     Share  thereof issued and outstanding immedi-ately prior to the Effective
Time  (other  than  the U.S. Protein Shares to be cancelled in accordance with
Section  2.2(c)  hereof)  shall be converted into those respective num-bers of
shares  of  Du  Pont  Common  Stock  equal  to  the  respec-tive  quo-tients
(collectively,  the "Merger Con-ver-sion Ra-tios") of (x) the amount set forth
                     ---------------------------
in  Schedule  2.2 hereto oppo-site the name of such U.S. Pro-tein Sub-sid-iary
divid-ed  by  (y)  the  number  of  U.S.  Protein  Shares of such U.S. Protein
Subsid-iary  issued  and  out-stand-ing  imme-di-ately prior to the Effec-tive
Time  (other  than  U.S.  Protein Shares to be can-cel-led in accor-dance with
Section  2.2(c) here-of).  The number of shares of Du Pont Common Stock issued
pursuant  to  the  fore-go-ing  shall  be rounded to the nearest whole number.

(b)       All U.S. Protein Shares, when so con-vert-ed, shall auto-mat-i-cally
     cease to be out-stand-ing and shall be can-cel-led and re-tired and shall
cease  to  exist,  and Stock-holder shall there-after cease to have any rights
with  re-spect  there-to,  except  the  right  to  receive  certif-i-cates
repre-senting  shares  of  Du  Pont  Common  Stock into which the U.S. Protein
Shares  have  been  converted.

(c)           All U.S. Protein Shares owned by such U.S. Protein Subsidiary or
any  wholly  owned Sub-sid-iary there-of imme-di-ately prior to the Effec-tive
Time  shall  be  can-cel-led  and  re-tired  and  no con-sid-er-ation shall be
deliv-ered  in  exchange  therefor.

(d)           Subject to rounding errors, the aggregate number of shares of Du
Pont  Common Stock to be issued pursu-ant to Sections 2.2(a) and 2.4(a) hereof
shall  be  equal  to  Twenty  Two  Million Five Hundred Thousand (22,500,000).

ARTICLE  IIISection  .3             Conversion of Capital Stock of the Du Pont
                                    ------------------------------------------
Merger  Subsidiaries  in the Mergers     Conversion of Capital Stock of the Du
    --------------------------------     -------------------------------------
Pont Merger Subsidiaries in the Mergers     Conversion of Capital Stock of the
 --------------------------------------     ----------------------------------
     Du  Pont  Merger  Subsidiaries  in  the Mergers     Conversion of Capital
     -----------------------------------------------     ---------------------
Stock of the Du Pont Merger Subsidiaries in the Mergers.  As of the Effec-tive
    ---------------------------------------------------
Time, by virtue of the Mergers and with-out any action on the part of Du Pont,
each  share  of common stock of each of the Du Pont Merger Subsidiaries issued
and  out-stand-ing  immedi-ately  prior  to  the  Effective  Time  shall  be
con-vert-ed into and become one fully paid and nonas-sess-able share of common
stock  of  the  respective  Sur-viving  Corpo-ra-tion  into which such Du Pont
Merger  Subsidiary  has been merged ("Sur-viving Corpora-tion Stock") with the
                                      -----------------------------
same  rights,  powers and privi-leges as the U.S. Protein Shares so con-verted
and  shall  consti-tute the only out-stand-ing shares of capital stock of each
of  the  Sur-viving  Corpo-ra-tions.

ARTICLE  IIISection .4          Foreign Exchanges; Asset Transfers     Foreign
                                ----------------------------------     -------
Exchanges;  Asset Transfers     Foreign Exchanges; Asset Transfers     Foreign
---------------------------     ----------------------------------     -------
Exchanges;  Asset  Transfers.
----------------------------

(a)       (i) Upon the terms and subject to the condi-tions of this Agreement,
at  the  Foreign Closings, Stock-holder shall exchange, trans-fer and deliv-er
to Du Pont, and Du Pont shall acquire from Stock-holder, free and clear of all
     liens,  claims,  op-tions, charges, security interests, encumbranc-es and
re-stric-tions  of any kind, all For-eign Protein Shares in separate ex-change
trans-actions  (collec-tively,  the  "Foreign  Ex-changes")  of  the  Foreign
                                      -------------------
Pro-tein  Shares  of  each  Foreign  Protein  Subsid-iary for those respective
numbers  of  shares  of Du Pont Common Stock set forth in Schedule 2.4 hereto;
provided  that  the  Foreign  Ex-changes  relat-ing to PTIBV and PTI Venezuela
  ------  ----
shall  be  pursu-ant  to  the  agreements sub-stantial-ly in the form attached
  --
hereto  as  Exhibits  A-1 and A-2 and the Asset sales contem-plated by Section
  --
3.4  hereof shall be accom-plished pursuant to agreements substantially in the
form  at-tached  hereto  as  Exhibits A-3 and A-4 (collectively, the "For-eign
                                                                      --------
Ex-change Agree-ments").  To the extent that any Foreign Closings do not occur
   ------------------
on  the  Ini-tial  Comple-tion Date, Du Pont shall place the shares of Du Pont
Common  Stock  so  allocated  to any Foreign Pro-tein Subsidiary for which the
Foreign  Clos-ing  is  de-layed  in  escrow  with  an inde-pendent third party
reason-ably  acceptable to Ralston until such Foreign Closings do occur.  Upon
the  occur-rence  of  such  Foreign Closings, the respective allocat-ed shares
held in escrow, along with any divi-dends paid with respect there-to following
the  Initial  Completion  Date,  shall  be  deliv-ered  to  Stockholder.  Upon
termina-tion  pursuant to Sec-tion 8.1(b) hereof, any shares of Du Pont Common
Stock  not  previ-ously  released from escrow shall be re-delivered to Du Pont
along  with  any divi-dends paid thereon.  Not-withstanding the fore-going, Du
Pont  shall  have  the  right  to  deliver  the Du Pont Shares relating to any
Foreign Exchange that does not occur on the Initial Completion Date to Ralston
on the Initial Completion Date and Ralston agrees to transfer such Shares back
to  Du  Pont  together with all dividends or distributions paid thereon in the
event this Agree-ment is terminated with respect thereto without such For-eign
Ex-change  having  closed.

(i)       At each Foreign Closing, Ralston shall cause any director qualifying
     shares  of the applicable Foreign Protein Subsidiary to be transferred to
such  Person as Du Pont designates to Ralston in writing at least two (2) days
prior to the respective Foreign Clos-ing Date (as defined in Section 2.5(b)(i)
hereof).

(b)          After the execution and delivery of this Agree-ment, in the event
that  either  Du Pont or Ralston determines that it is in its best interest to
effect any additional foreign stock exchanges pursuant to separate agreements,
     Du  Pont and Ralston shall, and shall cause their re-spec-tive applicable
Subsidiaries  to,  negotiate  in  good faith such agreements and arrangements,
consistent  with  the  terms  hereof,  as  are  necessary  to  effectuate such
addi-tional  foreign  stock exchanges and to execute and deliver such mutually
acceptable agreements and arrangements as Du Pont and Ralston shall negotiate.

(c)         Du Pont and Ralston shall, and Ralston shall cause its applica-ble
Subsid-iaries  to,  exe-cute  on  or prior to each For-eign Clos-ing Date such
addi-tion-al  agree-ments  and  ar-range-ments  as  may  be  neces-sary  or
appro-pri-ate,  (A)  to  trans-fer  the relevant For-eign Protein Shares to Du
Pont,  (B)  to  trans-fer  to Du Pont in such jurisdic-tion such local product
regis-tra-tions,  franchis-es, li-censes, Intellectual Property (as defined in
Section  4.11(a)  hereof)  and  any  other gov-ern-mental autho-ri-za-tions or
other  rights  owned or held by Ralston, Stock-holder, any other Subsidiary of
Ralston  or  the  For-eign  Pro-tein Sub-sid-iaries that are neces-sary to the
conduct  of  the  Busi-ness  in  such  juris-diction,  (C)  subject to Section
2.5(a)(iv)  hereof,  to  make  all  such further as-sign-ments and do all such
other  acts  as  are  neces-sary  or desir-able to carry out the intent of the
parties  that the Busi-ness, as a going concern, be fully vested in Du Pont as
of  the  applica-ble  Foreign  Clos-ing  Date and operated for its benefit and
burden  as  of  12:01  AM (local time) on December 3, 1997 and (D) to pro-vide
for,  and  nego-tiate in good faith, such other agree-ments and ar-range-ments
relat-ing  to the foregoing as the par-ties deem appro-pri-ate, in-cluding any
such agree-ments or ar-range-ments relat-ing to the treat-ment of em-ploy-ees,
     bene-fit  plans  and  Taxes.

(d)        If any asset that is exclusively used in the Busi-ness is not owned
by  one  or  more  Protein  Subsidiaries  as of the date of this Agreement, or
leased  from  a  Person  or  Gov-ern-mental  Entity (as defined in Section 4.4
hereof)  by  one  or  more  Pro-tein  Sub-sid-iaries  as  of  the date of this
Agree-ment,  includ-ing  the  furniture  and  equip-ment  set forth in Section
2.4(d)(x)  of  the  Ralston  Disclosure  Schedule, Ralston shall, as to assets
owned by Ralston or a Subsidiary of Ralston and as to assets located in Pryor,
     Oklahoma  that  are  subject  to  the  Plant Lease (as defined in Section
2.4(e)  hereof),  and  as to other as-sets, Ralston shall use its rea-son-able
best  ef-forts  to, trans-fer, assign and deliv-er such asset (or, in the case
of  the Plant Lease, such Lease) to such a U.S. Pro-tein Sub-sid-iary prior to
the  Initial  Com-pletion  Date,  unless such asset re-lates exclu-sively to a
Foreign  Protein Subsid-iary in which case Ralston shall deliver such asset to
such  Foreign  Pro-tein  Subsidiary  prior  to  the For-eign Closing Date with
respect  to  such Foreign Protein Subsidiary; pro-vided that the timing of the
                                              --------- ----
trans-fer,  as-signment  and  deliv-ery to a Protein Subsid-iary of the assets
set  forth  in Section 2.4(d) of the Ralston Dis-closure Sched-ule shall occur
as  soon  as  practica-ble thereaf-ter but in any event not later than January
31,  1998  or,  in the case of the import license relating to Argentina, March
31,  1998.    With  re-spect  to  any  such  as-set,  to the extent that it is
neces-sary  or  desir-able  to  exe-cute  deeds,  as-sign-ments  and  other
instru-ments  of  trans-fer,  in-cluding  with  re-spect  to assets owned by a
Sub-sid-iary  of  Ralston  other  than  a  Protein Sub-sid-iary, Ralston shall
deliver  such  deeds, as-sign-ments and in-stru-ments of trans-fer at the time
such  asset  is trans-ferred as Du Pont rea-sonably re-quests.  If such assets
cannot  be  transferred, assigned or delivered prior to the Initial Completion
Date  or  the  re-spective  Foreign Clos-ing Date, as the case may be, Ralston
shall use its best efforts to give the benefits of ownership of such assets to
the U.S. Protein Subsidiary or Foreign Protein Subsidiary, as the case may be,
until trans-fer, assignment or delivery can be complet-ed.  Subject to Section
2.5(a)(iv) hereof, the entire eco-nom-ic bene-fi-cial inter-est in and to, and
the risk of loss with respect to, such assets shall, regard-less of when legal
title  there-to  shall  be  transferred  to  the  appropriate  U.S.  Protein
Subsid-iary  or  Foreign  Pro-tein  Subsid-iary,  pass  to  those  entities at
Clos-ing.  Ralston shall, or shall cause its Subsidiaries to, hold such assets
for  the benefit and risk of Du Pont and shall cooperate with it in any lawful
and  reasonable ar-rangements designed to provide the benefits of ownership of
the  assets to it.  In the event that the legal interest in such assets or any
claim,  right  or  benefit  arising thereun-der or resulting therefrom, is not
capable  of  being  sold,  assigned, trans-ferred or conveyed here-un-der as a
result  of the failure to receive any consents or ap-provals required for such
trans-fer,  then  the  legal  inter-est  in  such  assets  shall  not be sold,
assigned, transferred or conveyed unless and until approval, consent or waiver
there-of is obtained.  Ralston shall, or shall cause its Subsid-iaries, at its
or  their  expense,  to  use reasonable best efforts to cooperate in obtaining
such  consents or approvals as may be necessary to complete such transfers and
to  obtain  satisfac-tion  of  condi-tions to transfer as soon as practica-ble
after  the date of this Agreement.  The failure to obtain any such consents or
approvals prior to Closing shall not affect Du Pont's obli-gations to complete
the  Mergers and Foreign Ex-changes except as set forth in Arti-cle VI hereof.
Nothing  in  this Agree-ment shall be construed as an attempt to assign to the
U.S.  Protein  Subsidiaries  or  the  Foreign  Protein Subsid-iaries any legal
interest  in  such  assets  which,  as  a matter of law or by the terms of any
legally  binding con-tract, engage-ment or commitment to which the legal owner
is  sub-ject, is not assignable without the consent of any other party, unless
such  consent  shall  have  been  given.

(e)        Notwithstanding anything herein to the con-trary, Ralston covenants
and  agrees  that  (i)  prior  to the Initial Completion Date it shall use its
reasonable best efforts to obtain, and (ii) prior to January 31, 1998 it shall
     obtain,  the  landlord's  consent  to  the  subletting  of  the IRB Lease
Agreements (as defined in Section 6.15 here-of), each dated Novem-ber 1, 1977,
relating  to  the  Projects  (as  defined  in  Section  6.15  hereof).
Notwith-standing  any-thing  to  the con-trary here-in, Ralston cove-nants and
agrees  that (a) prior to the Ini-tial Comple-tion Date, Ralston shall use its
rea-son-able  best  efforts  to  ob-tain, and (b) except in the case of clause
(iii)  below,  prior  to  January  31,  1998,  it  shall obtain the landlord's
con-sent  to  (i)  the as-sign-ment of the Lease Agree-ment dated Novem-ber 1,
1977  relat-ing  to  the  Pryor, Oklahoma manufactur-ing facility and commonly
known as the "Plant Lease"; (ii) the assignment of the leases relat-ing to the
              -----------
soil  injec-tion  operations  in  Pryor,  Oklahoma  dated January 27, 1981, as
amended,  and  May  1,  1983,  as  amended (collec-tively, the "Soil Injection
                                                                --------------
Leas-es"); and (iii) the modifi-cation of the Soil Injection Leases to provide
     --
the  tenant  with options to extend the terms thereof, and the purchase option
outside exercise dates thereunder, for five (5) successive periods of ten (10)
years each at the cur-rently existing rental without altering any other rights
or  obliga-tions  of  the  tenant  thereunder,  such assign-ments to be to the
Protein  Subsidiary  referenced  in  the  following  sen-tence  (the con-sents
re-ferred  to  in  claus-es  (i),  (ii)  and  (iii) above, collec-tive-ly, the
"Okla-homa  Landlord  Con-sents").    As  soon as practicable and in any event
      -------------------------
prior  to  January 31, 1998, Ralston shall assign the Plant Lease and the Soil
Injec-tion Leases and sublet the IRB Leases to a U.S. Pro-tein Sub-sid-iary in
accor-dance  with  Section  2.4(d)  hereof.  Ralston covenants and agrees that
notwith-standing  Ralston's  or  the  Oklahoma  Ordinance  Works  Authority's
reten-tion  of  owner-ship  in  the  por-tion of the Projects ac-quired and/or
con-structed  in  connec-tion  with the Bond issues dated Novem-ber 1, 1977 in
accor-dance  with  the  terms  hereof, the por-tions of the Pro-jects acquired
and/or  constructed  in  connec-tion  with the Bond issues dated Septem-ber 1,
1996  and March 1, 1990 shall be trans-ferred to a U.S. Protein Subsid-iary in
accordance  with  Section 2.4(d) hereof. Ralston covenants and agrees that any
and all acts to be performed by Ralston under this Section and Section 6.15(a)
hereof  shall be at the sole cost and expense of Ralston, in-clud-ing, but not
limited  to,  payment  of  any  and all sums re-quired to acquire title to the
Pro-jects  including  any  in-creased or unforeseen costs that result from any
acts  or  omissions occurring with re-spect to the Projects from and after the
date  hereof,  and the payment of trans-fer Taxes and other costs and expenses
relating  thereto.

(f)        Ralston shall, at the Initial Completion Date, assign, transfer and
deliver  to  Du Pont (or such Protein Subsidiaries as Du Pont shall designate)
the  commod-ities  purchase agreements listed in Section 2.4(f) of the Ralston
Disclosure  Schedule.
                    Closings          Closings          Closings
                    --------          --------          --------
ARTICLE  IIISection  .5                    Closings.
                                           --------

(a)              Domestic  Closings.
                 ------------------

(i)       The Domestic Closings shall, sub-ject to the provi-sions of Arti-cle
     VII  here-of, take place at 10:00 AM as soon as prac-ti-ca-ble, but in no
event later than the second busi-ness day fol-lowing (A) satis-fac-tion of the
condi-tion  set  forth  in  Section  7.1(c) hereof and (B) the satisfaction or
waiver  of  the condi-tion set forth in Section 7.3(j) hereof, at rooms rented
by  Stockholder at the Hotel Du Pont in Wilmington, Dela-ware, unless anoth-er
time,  date  or  place  is  agreed  to  in  writ-ing  by  the par-ties hereto.
Notwithstanding  anything herein to the contrary, the Domestic Closings shall,
subject  to  the satisfaction or waiver of the conditions set forth in Section
7.1, 7.2 and 7.3 here-of, take place at 10:00 AM (Eastern Time) on December 3,
1997  or  as  soon  thereafter  as  practicable.

(ii)       At the Domestic Closings and concur-rently with the Effective Time,
     (A)  Du  Pont shall deliver to Stockhold-er, certif-icates repre-sent-ing
shares  of  Du Pont Common Stock issued pursuant to the Mergers regis-tered in
the  name  of  Stockholder  broken  down into certif-icates repre-senting such
numbers  of shares of Du Pont Common Stock as Stock-hold-er re-quests at least
seven  busi-ness  days prior to the Initial Completion Date; (B) Stock-hold-er
shall  deliv-er  to  each  of  the U.S. Protein Subsid-iar-ies, cer-tifi-cates
repre-sent-ing  U.S.  Protein Shares which shall there-up-on be can-celled and
(C)  each  of  the  U.S.  Protein  Subsidiaries  shall  deliv-er  to  Du  Pont
cer-tifi-cates,  regis-tered  in  Du  Pont's  name,  repre-senting  shares  of
Sur-viv-ing  Corpo-ra-tion  Stock to be issued to Du Pont pursu-ant to Section
2.3  here-of.

(iii)        All shares of Du Pont Common Stock issued upon the surren-der for
exchange  of  the  U.S.  Pro-tein  Shares in accordance with the terms of this
Arti-cle  II  shall  be  deemed to have been made in full satis-faction of all
rights  per-taining  to such U.S. Protein Shares.  On and after the Effec-tive
Time  there  shall  be  no  further  registration  of  transfers  on the stock
trans-fer  books  of any of the U.S. Protein Subsid-iaries of the U.S. Protein
Shares  which  were  out-stand-ing  imme-di-ately prior to the Effective Time.

(iv)            The Closings shall, upon their oc-cur-rence, be deemed to have
been ef-fec-tive as of 12:01 AM (lo-cal time) on December 3, 1997, ex-cept for
     pur-poses  of  Section  3.1  and  Arti-cles  VIII  and  IX  here-of.

(b)              Foreign  Closings.
                 -----------------

(i)              Each Foreign Closing shall, upon the terms and subject to the
conditions  set  forth  in  this Agreement and the applicable Foreign Exchange
Agree-ment, if any, take place at such place as shall be mutually agreed to by
     the  parties hereto and at such time that is the later of (A) the Initial
Completion  Date and (B) the second business day following the satisfaction or
waiver  of the condi-tions set forth in Sections 7.4 and 7.5 hereof applicable
to such Foreign Exchange or at such other time as the parties hereto may agree
(each  such date, a "For-eign Closing Date").  Not-with-stand-ing the terms of
                     ---------------------
this  Agree-ment or of any such For-eign Exchange Agree-ment, Du Pont shall be
under  no  obli-gation  to  pur-chase  any  of the For-eign Protein Shares and
Ralston shall be under no obliga-tion to exchange any such Shares prior to the
Initial  Comple-tion  Date.    It  is  contemplated  that  the Foreign Closing
relating  to the PTIBV Exchange will occur on the Ini-tial Completion Date and
that  most  of the other Foreign Closings will occur on the first business day
following  the  Initial  Completion  Date.

(ii)         At each Foreign Closing, Stockholder shall deliver to Du Pont the
fol-low-ing:

                         (A)    A  stock  certificate  or stock cer-tifi-cates
representing  the  number  of  those  Foreign  Pro-tein Shares subject to such
Foreign  Closing  that are owned by Stockholder as set forth in Section 4.2(a)
of  the  Ralston  Disclosure  Schedule,  with ap-pro-pri-ate stock powers duly
en-dorsed  in  blank or accom-pa-nied by other duly exe-cuted in-stru-ments of
transfer.

                         (B)   All other documents required to be delivered by
Stockholder  on  or  prior  to  such  For-eign  Closing  Date pursuant to this
Agreement  or the ap-plicable Foreign Exchange Agreement, if any, or otherwise
required  from  Stockholder  in  con-nec-tion  herewith  and  therewith.

(iii)         At each Foreign Closing, Stock-holder shall cause the applicable
Foreign  Protein  Subsidiary  to  deliver  to  Du  Pont:

                         (A)   The resignations of the members of the board of
directors  of such Foreign Pro-tein Sub-sidiary as Du Pont shall request prior
to  the  applicable  Foreign  Closing  Date.

                         (B)    The  stock books, stock ledgers, min-ute books
and corporate seal, if any, of such For-eign Protein Subsidiary; provided that
                                                                 -------- ----
any of the foregoing items shall be deemed to have been deliv-ered pursuant to
this Section 2.5(b)(iii)(B) if such item has been delivered to or is otherwise
located  at  such  Foreign  Protein Subsidiary, or any offices of such Foreign
Protein  Subsidiary.

(iv)             At each Foreign Closing, Du Pont shall deliver to Stockholder
shares  of  Du  Pont  Common  Stock  as  indicated  in  Schedule  2.4  hereto.

ARTICLE  IIISection  .6          Allocation of Shares     Allocation of Shares
                                 --------------------     --------------------
     Allocation of Shares     Allocation of Shares.  The parties cove-nant and
     --------------------     --------------------
agree  that  the  shares of Du Pont Common Stock to be received in the Mergers
and  Foreign Exchanges shall be allocated as provided in Schedules 2.2 and 2.4
hereto.    The  par-ties  further  covenant and agree that they shall use such
alloca-tion  for  all  finan-cial  and  Tax  report-ing  purpos-es.


ARTICLE  IV             CERTAIN ADDITIONAL TRANSACTIONS     CERTAIN ADDITIONAL
TRANSACTIONS          CERTAIN  ADDITIONAL  TRANSACTIONS
          CERTAIN  ADDITIONAL  TRANSACTIONS

ARTICLE  IVSection .1          Intercompany Accounts     Intercompany Accounts
                               ---------------------     ---------------------
     Intercompany  Accounts       Intercompany Accounts.  Prior to the Initial
     ----------------------       ---------------------
Completion  Date,  all  intercompany  re-ceiv-ables  of  Protein  Technologies
International Financial Ser-vic-es N.V. shall be repaid and the proceeds shall
be  dis-trib-ut-ed  up  to  Ralston, except for such amounts as may be used to
defease  commercial  paper  obligations or repay Indebtedness or inter-company
accounts  payable  of  Pro-tein Inter-na-tional Manu-fac-turing Bel-gium, N.V.
("PTIM").    As  of 11:59 PM on November 30, 1997, all inter-com-pany ac-count
  ----
bal-ances  (in-clud-ing  ac-counts  pay-able  and  ac-counts receiv-able) then
out-stand-ing  between  the  Pro-tein Subsid-iary being acquired by Du Pont on
such date (and such Protein Subsidiary's Subsid-iar-ies), on the one hand, and
Ralston,  Stock-holder or any of their re-spec-tive Subsid-iar-ies (other than
such Protein Subsid-iary and its Sub-sid-iar-ies), on the other hand, shall be
can-celled  with-out pay-ment being made with re-spect there-to; provided that
                                                                 -------- ----
all  intercompany  accounts  from  11:59 PM on November 30, 1997 until Closing
shall  be  subject  to  and  arise only pursu-ant to the provisions of Section
6.14(e),  and  pro-vid-ed,  however,  that  $155  mil-lion  of  exist-ing
               ----------   -------
inter-compa-ny debt (constitut-ing all inter-company debt) owed to Ralston and
its  Sub-sid-iar-ies  (other  than  Pro-tein  Subsid-iar-ies) by PTI and Fiber
Sales  will  be  re-paid,  prior  to  the  Ini-tial Comple-tion Date, from the
pro-ceeds of new exter-nal borrowings of the Protein Sub-sid-iaries (the terms
of which shall pro-vide that such borrowings can be repaid in accor-dance with
Sec-tion  4.18  hereof and shall other-wise be rea-son-ably ac-cept-able to Du
Pont).    No  ad-just-ment  shall  be  made to any number of shares of Du Pont
Common  Stock to be deliv-ered pursuant to Section 2.4(a) hereof or any Merger
Con-ver-sion Ratio as a result of any can-cel-la-tion pursuant to this Section
3.1.

ARTICLE  IVSection  .2                 Payment or Defeasance of Indebt-ed-ness
                                       ---------------------------------------
Payment  or  Defeasance  of  Indebt-ed-ness          Payment  or Defeasance of
    ---------------------------------------          -------------------------
Indebt-ed-ness          Payment or Defeasance of Indebt-ed-ness.  Prior to the
    ----------          ---------------------------------------
Initial  Completion  Date,  Ralston  shall,  or shall cause, all out-stand-ing
Indebtedness  of  all Foreign Protein Subsidiaries (includ-ing the commer-cial
paper obliga-tions of PTIM) to be defeased or re-paid or, in the alterna-tive,
     Ralston  shall cause PTIM to enter into an agreement with Banque Brussels
Lambert  (the  "Banque  Brussels  Agree-ment")  sub-stan-tially  in  the  form
                ----------------------------
attached  as  Exhibit  C  hereto and shall cause to be depos-it-ed with Banque
Brussels  the  amount  neces-sary to redeem or defease such debt in full.  For
pur-pos-es  of this Agree-ment, the calcu-la-tion of the Net Debt Amount shall
not include such Indebt-ed-ness that has been repaid or defeased nor shall the
calcu-la-tion of the Net Debt Amount in-clude or take into account any amounts
depos-it-ed  for  such  defea-sance.

ARTICLE  IVSection  .3              Transfer of Certain Shares     Transfer of
                                    --------------------------     -----------
Certain  Shares     Transfer of Certain Shares     Transfer of Certain Shares.
     ----------     --------------------------     --------------------------
     Prior  to  the Initial Completion Date, Ralston shall purchase all of the
issued  and outstanding capital stock of each of the Trans-ferred Subsidiaries
from  the  Subsid-iaries  of  Ralston  that  are the registered and beneficial
owners  of  such  capi-tal  stock  and  shall  cause  such capital stock to be
con-trib-ut-ed  to  Point-er,  free  and clear of all liens, claims, op-tions,
charg-es,  securi-ty  interests,  encumbranc-es and re-strictions of any kind.
For  all  pur-poses  of  this  Agreement  other  than  this  Article  III, the
Trans-ferred  Subsidiaries  and their respective Subsidiar-ies shall be deemed
to  be  Subsidiar-ies  of  U.S.  Protein Sub-sidiar-ies as of the date of this
Agreement  and  there-af-ter.

ARTICLE  IVSection  .4               Certain Asset Transfers     Certain Asset
                                     -----------------------     -------------
Transfers          Certain  Asset  Transfers          Certain Asset Transfers.
      ---          -------------------------          -----------------------

(a)          Ralston shall form two new Subsidiaries of Pointer (respectively,
"PTI  Argentina"  and  "PTI  Brazil"  and  collec-tively,  the  "New  Pointer
  -------------         -----------                              ------------
Subsidiaries")  which shall each ac-quire, as soon as prac-tica-ble follow-ing
  ----------
execution  and deliv-ery of this Agree-ment, the assets primarily asso-ci-ated
with or used in the Busi-ness (the "Assets") that are cur-rent-ly held by each
                                    ------
     of  RP  Argentina  and  RP  Bra-zil  (col-lec-tive-ly,  "Transferor
                                                              ----------
Subsid-iar-ies")  (such  acqui-si-tions,  col-lec-tive-ly,  the  "Asset
            --                                                    -----
Trans-fers").    If the closing of the Asset Transfers cannot be com-pleted by
the  Initial  Comple-tion  Date, the New Pointer Subsidiaries shall enter into
agreements  with  RP Argentina and RP Brazil (in the form of Exhib-its A-3 and
A-4  hereto) to ac-quire the Assets as soon as prac-ti-ca-ble there-af-ter, in
accordance  with  the provisions of Section 3.5 here-of.  Prior to the Initial
Completion  Date,  Ralston  shall cause to be contributed to PTI Argentina the
sum  of  $872,000  and to PTI Brazil, or, in the alterna-tive, to Pointer, the
sum  of  $2,800,000.    If  contributed  to Pointer, Pointer shall, as soon as
practicable  following the Initial Completion Date, contribute such sum to PTI
Brazil.    PTI  Argentina and PTI Brazil shall thereafter pay such amounts for
the  Assets  in  accordance  with  the  terms of Exhibits A-3 and A-4.  To the
extent the amounts so con-trib-uted by Ralston are insufficient to pay for the
Assets  in  accordance  with  the terms of Exhibits A-3 and A-4, Ralston shall
pay,  or  cause  to be paid, the amount of such deficien-cies to Pointer.  The
Trans-feror  Sub-sid-iar-ies shall not be deemed to be Pro-tein Subsid-iar-ies
for pur-poses of this Agreement, except for purposes of Article IV hereof, for
which  they shall be deemed to be Protein Subsidiaries.  In the event that the
Asset  Trans-fers  in  fact  occur, for all pur-poses of this Agree-ment other
than  this  Article  III, the New Pointer Sub-sidiar-ies shall be deemed to be
U.S.  Protein Subsid-iaries as of the date of this Agree-ment and there-after.

(b)        The closing of each of the Asset Transfers shall take place as soon
as  practicable  following  the  satis-faction  or  waiver  of  the  following
conditions  by the party for whose benefit the condition exists; provided that
                                                                 -------- ----
the  New  Pointer  Subsidiaries  may not waive any such condi-tion without the
prior  written  consent  of  Du  Pont.    The  obli-gation  of  the respective
Transferor  Subsid-iar-ies and New Pointer Sub-sidiar-ies to effect such Asset
Trans-fers  shall  be  condi-tioned on the re-ceipt of such licenses, permits,
con-sents,  ap-prov-als,  autho-ri-zations,  qualifica-tions  and  orders  of
Govern-mental  Entities and other third parties as are necessary in connection
with  the  Asset Transfers, except where the failure to obtain such li-censes,
permits,  con-sents,  ap-prov-als, authorizations, quali-fica-tions and orders
would  not,  individually  or  in  the  aggre-gate  with  all  other failures,
reasonably  be  expected  to  have  a Mate-rial Ad-verse Effect (as defined in
Section  4.1(b)  hereof)  on  the  Busi-ness  conducted by RP Argentina and RP
Brazil,  as  the  case  may  be.
ARTICLE  IVSection  .5             Beneficial Ownership of the Foreign Protein
                                   -------------------------------------------
Subsidiaries  following the Initial Com-pletion Date.     Beneficial Ownership
    ------------------------------------------------      --------------------
of  the  Foreign  Protein Subsidiaries following the Initial Com-pletion Date.
-----------------------------------------------------------------------------
     Beneficial  Ownership  of  the Foreign Protein Subsidiaries following the
     -------------------------------------------------------------------------
Initial  Com-pletion  Date.        Beneficial Ownership of the Foreign Protein
  ------------------------         -------------------------------------------
Subsidiaries  following  the  Initial  Com-pletion  Date.
  ------------------------------------------------------

(a)         Subject to Section 2.5(a)(iv) hereof, at the Ini-tial Com-ple-tion
Date,  the  entire  econom-ic benefi-cial inter-est in and to, and the risk of
loss  with re-spect to, the Assets and the Foreign Protein Subsid-iaries shall
(re-gard-less of when legal title there-to is trans-ferred, in the case of the
     Assets,  to  one  of the New Pointer Sub-sid-iar-ies or, in the case of a
Foreign Protein Subsid-iary, to Du Pont) pass to PTI Argenti-na, PTI Brazil or
Du  Pont, as the case may be; provided that proper recordings shall be made to
                              -------- ----
evidence  such  beneficial  owner-ship  and  risk of loss with the appropriate
Governmental  Entities,  as  required  by applica-ble law.  From and after the
Ini-tial  Com-ple-tion  Date,  Ralston  shall  cause  such  Assets and Foreign
Protein  Subsid-iaries  to be man-aged at Du Pont's direc-tion pursu-ant to an
Operating Agree-ment (as defined in Section 6.12 hereof) until such Assets and
For-eign  Pro-tein  Sub-sid-iaries  are  actu-ally  legally  trans-ferred  and
con-veyed or if not so trans-ferred or con-veyed, until the Final Termi-nation
Date (as defined in Section 8.1(b) here-of).  Without limit-ing the foregoing,
all reve-nues, earn-ings and cash flows associat-ed with the Assets or of such
Foreign  Protein Sub-sidiaries fol-lowing 12:01 AM (local time) on December 3,
1997  shall,  subject  to Section 2.5(a)(iv) hereof, be for the ac-count of Du
Pont  but  shall be re-tained by the respec-tive Foreign Protein Subsid-iaries
(or,  in  the  case  of  Argen-tina and Brazil, by RP Argentina and RP Brazil)
until  the  re-spec-tive For-eign Closings are con-sum-mat-ed and, in the case
of  the  Assets  until  the  closing  of  the Asset Transfers.  Fol-lowing the
Ini-tial  Com-ple-tion  Date,  nei-ther  Ralston  nor any of its Subsid-iaries
shall  be  re-quired to lend, advance, contrib-ute or use any of its own funds
in  connec-tion  with  the  opera-tions of such Foreign Protein Subsidiar-ies.

(b)             In the event that any Foreign Exchange-- does not occur on the
Initial Completion Date, Ralston shall use its reasonable best efforts to take
     such action as Du Pont shall rea-son-ably re-quest, in order to mini-mize
Du  Pont's  admin-is-tra-tive  burden  with  re-spect  to  the Foreign Protein
Sub-sid-iaries  relat-ing  to  such  delayed  Foreign Exchanges including with
respect  to  Du  Pont's  inter-nal finan-cial reporting proce-dures so that Du
Pont  may  in-clude  such  For-eign  Protein  Sub-sidiaries enti-ties in their
financial  re-port-ing.

ARTICLE  IVSection  .6               PTIFS Liquidation.  Prior to the Ini-tial
                                     -----------------
Completion  Date,  Ralston  shall,  at  its  sole  expense,  cause  Pro-tein
Tech-nol-o-gies  Inter-na-tion-al Finan-cial Servic-es, N.V. Belgium ("PTIFS")
                                                                       -----
to liqui-date and distrib-ute all of its assets and lia-bili-ties to PTIM (the
     "PTIFS  Liqui-da-tion").
      --------------------

ARTICLE IVSection .7          Net Debt Amount     Net Debt Amount     Net Debt
                              ---------------     ---------------     --------
     Amount        Net Debt Amount.  Except as set forth in Section 3.7 of the
     ------        ---------------
Ralston  Disclosure  Schedule,  the Net Debt Amount of each Protein Subsidiary
shall  be  equal  to  zero  on  the  Initial  Completion  Date.  Ralston shall
indemni-fy  Du  Pont  on  a dollar-for-dollar basis to the extent the Net Debt
Amount  of any Protein Subsidiary is greater than as set forth pursuant to the
foregoing.


ARTICLE  V          REPRESENTATIONS AND WARRANTIES OF RALSTON AND STOCK-HOLDER

               Ralston  and  Stockholder,  jointly and sever-al-ly, repre-sent
and  war-rant  to  Du Pont and each of the Du Pont Merger Subsidiaries, except
that  no  representation and warran-ty is made with respect to (a) the assets,
liabilities and operations of Qualcepts Nutrients, Inc. except as set forth in
the letter agreement, dated October 21, 1997, between Du Pont and Ralston (the
"Qualcepts  Letter"),  (b)  the as-sets, lia-bil-i-ties and opera-tions of the
 -----------------
industrial polymer busi-ness of Archer Daniels Midland Company ("ADM") that is
 -                                                               ---
subject to that certain Purchase Agreement, dated September 26, 1997, be-tween
PTI and ADM and (c) the Tech-nol-o-gy li-cense grant-ed by Novogen Limited, as
fol-lows:

ARTICLE  VSection  .1           Organization     Organization     Organization
                                ------------     ------------     ------------
     Organization.
     ------------

(a)              Each of the U.S. Protein Subsidiaries and the Foreign Protein
Subsidiaries is a corpo-ra-tion duly orga-nized, validly exist-ing and in good
     stand-ing  under  the laws of the jurisdic-tion of its incor-pora-tion or
organi-zation  and  has  all requi-site corporate power and authori-ty and all
necessary govern-men-tal ap-provals to own, lease and oper-ate its proper-ties
and  to  carry  on  its  business  as  now  being conducted.  The U.S. Protein
Sub-sidiaries  and  the  Foreign  Protein  Subsidiaries are duly quali-fied or
li-censed  to do business and, for juris-dic-tions recog-niz-ing such concept,
in good stand-ing, in each juris-dic-tion in which the prop-erty owned, leased
or  operated  by  it or the nature of the busi-ness conducted by it makes such
quali-fication or licens-ing necessary, except where the failure to be so duly
quali-fied  or licensed and in good standing would not in the aggregate have a
Material  Adverse  Effect on the Business, taken as a whole.  Stock-holder has
deliv-ered to Du Pont, prior to the execu-tion of this Agree-ment, a com-plete
and  cor-rect copy of the cer-tificate of incor-pora-tion and by-laws, each as
amend-ed  to  date,  of each of the U.S. Protein Subsid-iaries and the Foreign
Protein  Subsid-iar-ies.  Such orga-ni-za-tion-al docu-ments are in full force
and  effect and no U.S. Protein Subsidiary or Foreign Protein Subsidiary is in
viola-tion  of  any  provi-sion  of  such  orga-ni-za-tional  docu-ments.

(b)         As used in this Agree-ment, any refer-ence to any event, change or
effect  having  a  "Mate-rial Adverse Effect" on or with respect to any entity
                    ------------------------
(or  group  of  enti-ties,  taken as a whole) or to the "Business," taken as a
whole,  means  such event, change or effect (i) is mate-ri-ally adverse to the
condi-tion  (finan-cial  or  other-wise), as-sets, busi-ness-es or re-sults of
opera-tions of such entity (or, if used with respect thereto, of such group of
     entities, taken as a whole) or of the Busi-ness, taken as a whole, as the
case  may  be, or (ii) will mate-ri-ally impair the abili-ty of such entity or
group  of  entities,  taken  as a whole (or, in the case of the Busi-ness, the
ability  of  the  Protein  Subsid-iaries, taken as a whole) to per-form its or
their  obli-ga-tions  here-un-der  or  con-sum-mate  the  transac-tions
contem-plated hereby.  "Mate-rial Adverse Effect" when used with refer-ence to
                        ------------------------
the Business, taken as a whole, shall include an event, change or effect which
materially  im-pairs  the  ability of Ralston or Stock-holder to perform their
re-spective  obli-gations  hereunder  or  consummate  the  trans-ac-tions
con-templat-ed  hereby.

(c)             Each of Ralston and Stockholder is a duly orga-nized, valid-ly
existing corporation and in good stand-ing, under the laws of the jurisdiction
     of its incorporation and has all requisite corporate power and authori-ty
and  all  neces-sary  governmental  approvals  to  own, lease and oper-ate its
properties  and  to  carry  on  its  business  as  now  being conducted by it.

(d)                    Sec-tion 4.1(d) of the disclo-sure sched-ule of Ralston
deliv-ered  concur-rently  with  the  execu-tion  and deliv-ery by the parties
hereto of this Agreement (the "Ral-st-on Dis-clo-sure Sched-ule") sets forth a
                               --------------------------------
     com-plete  list  and owner-ship chart of Stockholder and its Subsidiaries
and  any  other  direct  or  indirect  Subsidiaries  of Ralston engaged in the
Business  in-clud-ing  (x)  the  juris-dic-tion  of  incor-po-ra-tion  or
orga-ni-zation  of  such  Subsid-iary  and  (y) the percentage of the capi-tal
stock  or  other  owner-ship  inter-est  of such Sub-sid-iary.  Except for (i)
marketable  securities  having an aggre-gate cost and fair market value on the
date  hereof  of  less  than  $1  million each, (ii) a 25% interest (the "Fuji
                                                                          ----
Shares")  in  Fuji-Purina  Protein Ltd. (the "Fuji Joint Ven-ture"), and (iii)
     -                                        -------------------
3.5% inter-est in Jilin Fuji Pro-tein Compa-ny, Ltd. nei-ther Stock-holder nor
any  of  the  Pro-tein  Subsid-iaries  owns  any  equity  inter-est  in  any
corpo-ra-tion  or  other  entity  other  than  its  Subsid-iar-ies.

ARTICLE  VSection .2          Capitalization; Subsidiaries; Fuji Joint Venture
                              ------------------------------------------------
     Capitalization;  Subsidiaries;  Fuji  Joint  Venture      Capitalization;
     ----------------------------------------------------      ---------------
Subsidiaries;  Fuji Joint Venture     Capitalization; Subsidiaries; Fuji Joint
    -----------------------------     ----------------------------------------
Venture.
-------

(a)           The autho-rized capital stock, and the number of shares that are
issued  and  outstanding,  of each of the Protein Subsidiaries is set forth in
Section 4.2(a) of the Ralston Disclosure Schedule.  Shares that are issued and
     held  in  the trea-sury of any of the Pro-tein Subsidiaries are set forth
in  Section  4.2(a)  of  the Ralston Disclosure Sched-ule.  All the issued and
out-stand-ing  shares  of  capital  stock of each Protein Subsid-iary are duly
autho-rized,  validly  is-sued,  fully  paid  and nonas-sess-able and were not
issued  in  violation  of  statu-to-ry  or contrac-tual preemp-tive or similar
rights.

(b)            There are no bonds, deben-tures, notes or other In-debt-ed-ness
having  general  voting  rights  (or con-vertible into securi-ties having such
rights)  ("Voting  Debt")  of any Protein Subsidiary issued and out-stand-ing.
           ------------
Except  as  set forth above, (i) there are no shares of capital stock or other
voting  securities  of  any  Protein  Subsidiary  autho-rized,  issued  or
out-stand-ing,  (ii)  there  are  no  exist-ing  op-tions,  war-rants,  calls,
preemp-tive  rights,  sub-scrip-tions  or  other  rights,  agree-ments,
ar-range-ments  or  com-mitments  of any character, relat-ing to the issued or
unissued  capital  stock  of  any Pro-tein Subsidiary, obligat-ing any Protein
Sub-sid-iary, Ralston or any Subsidiary of Ralston to issue, trans-fer or sell
     or  cause to be is-sued, trans-ferred or sold any shares of capital stock
or  Voting  Debt  of,  or other equity interest in, any Protein Subsid-iary or
securities  convert-ible  into  or  ex-change-able  for  such shares or equity
inter-ests, or obli-ga-ting any Pro-tein Sub-sidiary to grant, extend or enter
into  any  such  op-tion,  warrant,  call,  subscrip-tion  or  other  right,
agree-ment,  ar-rangement  or  commit-ment  and  (iii)  except as set forth in
Section  4.2(b)  of  the  Ralston  Disclosure  Schedule,  none of the Pro-tein
Sub-sid-iar-ies  has  agreed to or is obli-gated to pro-vide funds to, or make
any  in-vestment (in the form of a loan, capital contri-bu-tion or other-wise)
in,  any  other  Pro-tein  Sub-sidiary  or  any  other  enti-ty.

(c)            Except as set forth in Section 4.2(c) of the Ralston Disclosure
Schedule,  all  of  the  out-stand-ing shares of capi-tal stock of each of the
Protein  Sub-sidiar-ies  (i)  except  for  the out-stand-ing shares of capital
stock  of  the  Trans-ferred  Subsid-iar-ies, are, and (ii) as of the Ini-tial
Com-ple-tion  Date  will  be,  owned  of  record  and  bene-ficial-ly  by
Stock-hold-er, directly or indi-rect-ly, and all such Shares have been validly
     issued  and  are  fully  paid and nonas-sess-able and are owned by either
Stock-hold-er or one of the Protein Subsid-iar-ies free and clear of all Liens
(as  defined  below), preemptive rights and similar rights and claims of third
parties.    As  used  in  this  Agree-ment, "Lien" means, with re-spect to any
                                             ----
asset,  any  lia-bility  (wheth-er  ac-crued,  abso-lute,  con-tin-gent  or
other-wise, includ-ing, without limi-ta-tion, and spe-cial Tax as-sess-ments),
mort-gage,  deed  to  secure  debt,  lien,  pledge,  charge,  claim, secu-rity
inter-est or encum-brance of any kind in re-spect of such asset.  Ralston owns
beneficially  and  of  record, free and clear of all Liens, preemp-tive rights
and  simi-lar  rights  and  claims  of  third  par-ties, all of the issued and
out-stand-ing shares of capital stock of Stockholder.  At the Closings, except
as  noted  in  Section 4.2(c) of the Ralston Disclosure Schedule, Du Pont will
re-ceive  valid  title to all of the issued and out-standing shares of capital
stock  of  each  of  the Pro-tein Sub-sidiar-ies, free and clear of all Liens,
pre-emp-tive  rights  and  simi-lar  rights  and  claims  of  third  par-ties.

(d)          All of the Fuji Shares are owned of record and beneficially, free
and  clear  of  all  Liens, preemptive rights and similar rights and claims by
third  parties, by Ralston or a wholly owned Sub-sid-iary of Ralston and as of
the Initial Completion Date will be owned of record and beneficially, free and
     clear  of  all  Liens, preemptive rights and similar rights and claims of
third  parties,  by  PTI  and all such shares have been validly issued and are
fully  paid  and  nonassessable.    Neither  the  execution  and  delivery and
performance  of this Agreement nor any transfers of the Fuji Shares to PTI (to
the  extent  not  currently owned by it) will result in a viola-tion or breach
of,  or  con-sti-tute  (with or without due notice or lapse of time or both) a
default  (or  give  rise  to  any  right  of  termina-tion,  amendment  or
can-cella-tion)  under, any of the terms, condi-tions or provi-sions of any of
the  agreements  relating  to  the  Fuji  Joint  Venture.

(e)          There are no voting trusts or other agree-ments or understandings
     to  which any of the Protein Subsid-iaries is a party with respect to the
voting  of  the  capital  stock  of  any  of  the  Protein  Subsidiaries.

(f)                   None of the Protein Subsidiaries is re-quired to redeem,
repur-chase  or  other-wise  ac-quire  shares  of capital stock of any Protein
Subsidiary,  including  as a result of the con-summation of the trans-ac-tions
con-templat-ed  by  this  Agree-ment or by the Foreign Exchange Agreements, if
any.

ARTICLE  VSection .3          Authorization; Binding Effect     Authorization;
                              -----------------------------     --------------
Binding  Effect       Authorization; Binding Effect     Authorization; Binding
---------------       -----------------------------     ----------------------
Effect.    Each of Ralston, Stockholder and the U.S. Protein Subsid-iaries has
------
the  requi-site corpo-rate power and au-thor-ity to exe-cute and deliv-er this
Agreement  and  to  perform  its  re-spective  obli-gations  hereun-der.   The
execu-tion  and  deliv-ery  of  this  Agree-ment  and  the perfor-mance of its
respective  obliga-tions hereun-der have been duly and valid-ly autho-rized by
the  Board of Direc-tors of each of Ralston, Stock-holder and the U.S. Protein
Subsidiaries;  the  Board  of  Direc-tors  of  each U.S Protein Subsidiary has
recommended  to  Stockholder  as  the owner of the outstand-ing shares of such
U.S.  Protein  Subsidiary that it adopt this Agree-ment in accordance with the
DGCL;  the  Board of Directors of Stockholder has autho-rized it to adopt this
Agreement  in its capacity as the sole stockholder of each of the U.S. Protein
Subsidiaries of which it is the sole stock-holder in accordance with the DGCL;
     and  concur-rently  with  the execution here-of, Stockhold-er is adopting
this  Agreement  as  the  sole stock-holder of such U.S. Protein Subsidiary in
accor-dance with the DGCL.  No other pro-ceed-ings on the part of Ralston, any
Subsidiary of Ralston or any Protein Sub-sid-iary are neces-sary to autho-rize
the  execu-tion,  deliv-ery  and  per-formance  of  this  Agree-ment.    This
Agree-ment has been duly exe-cuted and deliv-ered by Ralston, Stock-holder and
each  of  the  U.S.  Protein Subsid-iaries and consti-tutes, assum-ing due and
valid  autho-ri-za-tion,  execu-tion and delivery of this Agreement by Du Pont
and each of the Du Pont Merger Subsidiaries, a valid and bind-ing obli-ga-tion
of  each  of  Ralston,  Stock-hold-er  and  the  U.S.  Protein  Subsidiaries,
en-force-able  against  each  of  them  in  accor-dance  with  its  terms.

ARTICLE  VSection  .4                   Consents and Approvals; No Viola-tions
                                        --------------------------------------
Consents  and  Approvals;  No  Viola-tions          Consents and Approvals; No
      ------------------------------------          --------------------------
Viola-tions          Consents  and  Approvals;  No Viola-tions.  Except (a) as
      -----          -----------------------------------------
disclosed  in  Section  4.4  of  the  Ralston Disclosure Schedule, (b) for the
      -
requisite  fil-ings under the DGCL, (c) for the requisite filings and wait-ing
peri-ods under the Hart-Scott-Rodino Anti-trust Im-prove-ments Act of 1976, as
     amended  (the  "HSR Act") and (d) in the case of the Registra-tion Rights
                     -------
Agree-ment  (as  defined  in Section 6.12 hereof), for the fil-ings, per-mits,
autho-ri-za-tions,  con-sents  and  ap-prov-als  as may be required under, and
other appli-cable re-quire-ments of, the Secu-rities Act of 1933 and the rules
and  regulations thereunder (the "Secu-ri-ties Act") and state secu-ri-ties or
                                  ----------------
blue  sky  laws,  nei-ther the execu-tion and deliv-ery of this Agree-ment nor
the  perfor-mance  by  any  of  Ralston,  Stock-holder  or  the  U.S.  Protein
Subsidiaries  of their respec-tive obli-ga-tions hereunder nor com-pli-ance by
any  of Ralston, Stock-holder or the U.S. Protein Subsidiaries with any of the
provi-sions  hereof  will  (i)  con-flict  with or result in any breach of any
provi-sion  of  the  corporate  documents  including  the  certif-i-cate  of
incor-po-ra-tion  or  the  by-laws  of  Ralston,  Stock-hold-er  or any of the
Protein  Sub-sid-iaries,  (ii)  re-quire  any  filing  with,  or  per-mit,
autho-ri-za-tion,  con-sent  or  approv-al  of, any government or any agen-cy,
court,  tribu-nal,  commis-sion,  board,  bureau,  depart-ment,  polit-i-cal
subdivi-sion,  or  other  instrumen-tal-ity of any govern-ment (includ-ing any
regulatory or admin-istrative agen-cy), whether federal, state,  multinational
(including,  but  not  limited  to,  the  European  Community),  pro-vincial,
munici-pal or local, domes-tic or for-eign (each, a "Gov-ern-men-tal Enti-ty")
                                                     -----------------------
(other  than  such  of  the  foregoing as are required because of the legal or
regulato-ry  status  of  Du  Pont  or  any  Sub-sid-iary  thereof or any facts
pertaining  to  such  Per-sons), (iii) result in a viola-tion or breach of, or
con-sti-tute  (with  or without due notice or lapse of time or both) a default
(or  give  rise  to  any  right  of termina-tion, amend-ment, cancella-tion or
accel-er-ation)  under,  any  of  the terms, condi-tions or provi-sions of any
note,  bond,  mort-gage,  inden-ture,  lease,  license, con-tract, agree-ment,
commit-ment,  understanding  or  other in-strument or obliga-tion to which any
Pro-tein  Subsid-iary  is  a  party  or  by  which any of them or any of their
re-spec-tive  prop-erties,  assets or rights may be bound (col-lec-tively, the
"Protein  Subsidiary  Con-tracts"), including Li-cense Agree-ments (as defined
 -------------------------------
in  Section  4.11(a)  hereof)  or (iv) vio-late any order, writ, in-junc-tion,
judg-ment,  de-cree,  set-tle-ment,  law,  ordi-nance,  stat-ute,  rule,
regu-la-tion  or other gov-ern-men-tal approv-al or autho-riza-tion (feder-al,
state,  local or foreign) appli-ca-ble to Ralston, Stock-holder or any Protein
Sub-sid-iary  or  any  of  their  re-spec-tive prop-er-ties, as-sets or rights
(col-lective-ly,  "Appli-cable  Laws"),  ex-clud-ing  from  the  fore-go-ing
                   -----------------
claus-es (ii), (iii) and, inso-far as laws, stat-utes, rules and regu-la-tions
are con-cerned, (iv) such viola-tions, breach-es or de-faults (other than with
re-spect  to  License  Agree-ments)  which would not, indi-vidu-ally or in the
aggre-gate,  have a Material Adverse Effect on the Business, taken as a whole.

ARTICLE  VSection  .5            SEC Reports and Financial State-ments     SEC
                                 -------------------------------------     ---
Reports  and  Financial  State-ments     SEC Reports and Financial State-ments
   ---------------------------------     -------------------------------------
     SEC  Reports  and  Financial  State-ments.
     -----------------------------------------

(a)          As of their re-spec-tive dates or, if amend-ed, as of the date of
the  last  such  amend-ment, none of the forms, reports, schedules, statements
and  other documents re-quired to be filed by Ralston since September 30, 1995
under  the  Securi-ties  Exchange  Act  of 1934, as amend-ed and the rules and
regu-lations  thereunder  (the  "Ex-change  Act")  or  the  Secu-ri-ties  Act
                                 --------------
(excluding,  howev-er,  any  finan-cial  state-ments  or  schedules  includ-ed
there-in) con-tained any untrue state-ment of a material fact relat-ing to the
     Business  or omit-ted to state a mate-ri-al fact relating to the Business
re-quired to be stated there-in or neces-sary in order to make the state-ments
therein,  in  light  of  the  circum-stanc-es  under which they were made, not
mis-leading.    None  of  the  Protein  Subsid-iaries is re-quired to file any
forms,  re-ports  or  other  docu-ments  with  the  Securities  and  Exchange
Commission  (the  "SEC").    None of the Pro-tein Sub-sid-iar-ies has any debt
                   ---
that,  immediate-ly  after  giving  effect  to the trans-actions contem-plated
hereby,  would  require  it to file any forms, reports or other documents with
the  SEC.

(b)             Ralston has delivered to Du Pont the unaudit-ed balance sheets
(including  the  notes thereto) of the Busi-ness as of Sep-tem-ber 30, 1994 to
1996,  and  as  of  July  31, 1997 (the "Balance Sheets") and unaudited income
                                         --------------
state-ments  (in-cluding  the  notes there-to) for the Busi-ness for the years
ended Sep-tember 30, 1994 to 1996, and for the ten-month period ended July 31,
     1997  (the  "In-come  State-ments"),  copies  of  which  are set forth in
                  --------------------
Sec-tion  4.5  of the Ralston Dis-clo-sure Sched-ule.  The Bal-ance Sheets and
Income  State-ments (col-lec-tive-ly, the "Fi-nan-cial State-ments") have been
                                           -----------------------
derived from the books and records of the Business, and except as set forth in
Sec-tion  4.5  of  the  Ralston  Dis-closure  Sched-ule,  were  pre-pared  in
accor-dance  with  gener-ally  accept-ed account-ing princi-ples ("GAAP") on a
                                                                   ----
consis-tent  basis,  and  present fully and fairly the financial posi-tion and
re-sults  of  opera-tions  of  the  Busi-ness at the dates and for the periods
indicat-ed.  In addition, Ralston has delivered to Du Pont operating cash flow
schedules  relating  to  the  Income State-ments and prepared from the Balance
Sheets  and  Income State-ments.  Such schedules are also set forth in Section
4.5  of  the  Ralston Disclosure Schedule and include depreciation and capital
expenditure  amounts  determined  in  accordance  with  GAAP.

ARTICLE VSection .6          Absence of Certain Changes     Absence of Certain
                             --------------------------     ------------------
     Changes        Absence of Certain Changes     Absence of Certain Changes.
     -------        --------------------------     --------------------------
Except  as  disclosed  in  Sec-tion  4.6 of the Ralston Disclo-sure Sched-ule,
since  July  31,  1997,  (i) the Protein Sub-sid-iaries have con-duct-ed their
respec-tive  busi-nesses  only in the ordi-nary course of business con-sistent
with  past  prac-tice, (ii) there has not occurred any event having, and there
has  not  been  a,  Mate-ri-al  Ad-verse Effect with respect to the Busi-ness,
taken  as  a  whole,  and  there  have  not  oc-curred  any events or chang-es
(in-cluding  the incurrence of any lia-bili-ties of any nature, whether or not
accrued  or  con-tin-gent)  in or to the Busi-ness which could rea-son-ably be
expected  to  have, indi-vid-ually or in the aggre-gate, a Mate-ri-al Ad-verse
Effect  on  the Busi-ness, taken as a whole, and (iii) except as de-scribed in
Section  3.1 or 6.14(c) here-of, none of the Pro-tein Sub-sid-iaries has taken
any  of  the  ac-tions  set  forth  in  Sec-tion  6.1  hereof.

ARTICLE  VSection  .7            No Undisclosed Liabilities     No Undisclosed
                                 --------------------------     --------------
Liabilities         No Undisclosed Liabilities     No Undisclosed Liabilities.
   --------         --------------------------     --------------------------
Except  as  reflected  on  the  Balance  Sheet dated as of July 31, 1997 or as
disclosed  in Sec-tion 4.7 of the Ralst-on Dis-clo-sure Sched-ule, at July 31,
1997,  none  of  the  Protein Subsid-iaries had incurred any lia-bil-i-ties or
obli-ga-tions  (whether di-rect, indirect, ac-crued, con-tin-gent or absolute,
and  whether  due or to become due, nor, to the knowledge of Ralston, have any
facts arisen or oc-curred which could reason-ably form a basis there-for), and
     since such date, none of the Protein Sub-sidiar-ies has incurred any such
liabil-ities or obliga-tions, except for such as are in-curred in the ordinary
course  of  business  consis-tent  with  past  practice  and  which  could not
reason-ably  be  expected  to  have,  individu-ally  or  in  the aggre-gate, a
Material  Adverse  Effect  on  the  Business,  taken  as  a  whole.

ARTICLE  VSection  .8                 Litigation     Litigation     Litigation
                                      ----------     ----------     ----------
Litigation.    Section 4.8 of the Ralst-on Dis-closure Schedule sets forth all
    ------
(i)  pending suits, ac-tions and pro-ceed-ings ("Proceedings") and (ii) to the
                                                 -----------
knowl-edge  of  Ralston,  all  threatened  suits,  actions, investiga-tions or
reviews  against  any of the Pro-tein Sub-sid-iar-ies.  Except as set forth in
Section  4.8  of the Ralston Dis-clo-sure Sched-ule, there are no pend-ing or,
to  the  knowl-edge-  of  Ralston,  threat-ened  Pro-ceed-ings  or  pending or
threatened  investigations  or  reviews,  against  any  of  the  Pro-tein
Sub-sid-iar-ies  or  any of their re-spec-tive prop-er-ties, assets or rights,
or  any of their offi-cers or direc-tors in their capacity as such, or against
Ralston  or  Stockholder in their capacity as direct or indirect owners of the
capi-tal  stock of any of the Pro-tein Subsid-iar-ies, which, indi-vid-u-al-ly
or  in  the  aggre-gate,  is rea-son-ably likely to have a Mate-ri-al Ad-verse
Effect on the Business, taken as a whole.  Except as dis-closed in Section 4.8
     of  the Ralst-on Dis-clo-sure Sched-ule, none of the Protein Subsidiaries
is  sub-ject  to  any  out-standing  order, writ, in-junc-tion, settle-ment or
decree which in any respect re-stricts or limits any activi-ties of any of the
Protein  Subsid-iaries  or is otherwise mate-rial to any such entity.  Ralston
has  pro-vided  to  Du  Pont  true,  com-plete  and  cor-rect  copies  of  all
com-plaints,  mo-tions,  re-spons-es  and  other  docu-men-ta-tion  and
corre-spon-dence  relat-ing  to  any  pending  Proceed-ing.

ARTICLE  VSection  .9              Employee  Benefit  Plans.  Employee Benefit
                                   ------------------------   ----------------
Plans.Employee  Benefit  Plans.Employee  Benefit  Plans.
           ------------------- ------------------------

(a)              (i) Domestic Benefit Plans.  Section 4.9(a)(i) of the Ralston
                     ----------------------
Disclo-sure  Sched-ule  con-tains  a  true and complete list of each de-ferred
compensation  and each incen-tive com-pensa-tion, stock purchase, stock option
and  other  equity  compensa-tion  plan, program, agree-ment or ar-range-ment;
each  sever-ance  or  termination  pay, medical, surgical, hospi-tal-iza-tion,
life insurance and other "wel-fare" plan, fund or pro-gram (within the meaning
     of section 3(1) of the Em-ployee Retire-ment Income Security Act of 1974,
as  amended  ("ERISA"));  each profit-sharing, stock bonus or other "pen-sion"
               -----
plan,  fund or program (within the meaning of section 3(2) of ERISA); and each
other  employee benefit plan, fund, program, agreement or arrangement, in each
case,  that  is  sponsored,  main-tained  or  contributed to or required to be
contrib-uted  to  by any U.S. Protein Subsid-iary or by any trade or business,
whether  or  not incorpo-rated (an "ERISA Affil-iate"), that together with any
                                    ----------------
one  or  more  U.S.  Protein  Subsidiaries would be deemed a "single employer"
within  the meaning of sec-tion 4001(b) of ERISA, or to which any U.S. Protein
Subsidiary  or an ERISA Affiliate is a party, whether written or oral, for the
benefit  of  any  employee  or former employee of any U.S. Protein Subsid-iary
(collec-tively,  the  "Domestic Benefit Plans").  Each of the Domestic Benefit
                       ----------------------
Plans  that  is  subject to section 302 of Title IV of ERISA or section 412 of
the Code is hereinafter referred to in this Sec-tion 4.9 as a "Title IV Plan".
                                                               -------------
Except  as disclosed in Section 4.9(a)(i) of the Ralston Disclosure Sched-ule,
none  of  the  U.S.  Protein  Subsidiaries  or  any  ERISA  Affil-iate has any
commitment  or  formal  plan,  whether  legally bind-ing or not, to create any
addi-tional  Domestic Benefit Plan or modify or change any exist-ing Domes-tic
Benefit  Plan  that  would  affect any employee or former employee of any U.S.
Protein  Subsidiary.

(i)                  Foreign Benefit Plans.  Section 4.9(a)(ii) of the Ralston
                     ---------------------
Dis-clo-sure  Schedule  con-tains,  to  the  knowl-edge of Ralston, a true and
complete  list  of  each  deferred  compensa-tion  and  each  incentive
com-pensa-tion,  plan,  program,  agree-ment or arrangement; each severance or
termi-na-tion  pay,  medical,  surgical,  hospitaliza-tion,  life  insur-ance
disabili-ty  and  accident  plan,  fund  or  program;  each  pension  and
profit-sharing  plan,  fund  or  program;  each  employment,  termina-tion  or
sever-ance  agreement;  and  each  other employee benefit plan, fund, program,
agree-ment  or  arrangement,  in  each  case, that is sponsored, maintained or
contrib-uted  to  or  required  to  be contrib-uted to by any Foreign Pro-tein
Subsidiary  or  by  any  trade  or  busi-ness, or to which any Foreign Protein
Subsidiary  is  a  party,  whether  writ-ten  or  oral, for the benefit of any
employee  or  former  employees  of  any  Foreign  Protein  subsidiary
(collec-tive-ly,  the  "Foreign  Benefit  Plans").    Except  as dis-closed in
                        -----------------------
Section  4.9(a)(ii)  of  the Ralston Disclosure Schedule, to the knowl-edge of
Ralston,  none  of  the  Foreign  Pro-tein Subsid-iaries has any commitment or
formal  plan,  whether  legally  binding  or  not,  to  create any addi-tional
For-eign  Benefit  Plan or modify or change any exist-ing Foreign Benefit Plan
that  would  affect  any  employee  or  former employee of any Foreign Protein
Subsidiary.


<PAGE>
(b)                   With respect to each Domestic Benefit Plan, Ralston or a
Subsidiary of Ralston has prior to the Initial Completion Date delivered to Du
     Pont  true  and  complete copies of the Domestic Benefit Plan, includ-ing
any  amend-ments  thereto  (or  if  the Domestic Benefit Plan is not a written
Domestic  Benefit  Plan,  a  descrip-tion thereof), any related trust or other
funding vehi-cle, the most recent reports or summaries required under ERISA or
the  Code, if any, and the most recent determina-tion letter received from the
IRS  with  respect  to  each Domes-tic Benefit Plan in-tended to qualify under
section  401 of the Code.  With respect to each Foreign Benefit Plan set forth
in  Sec-tion  4.9(a)(ii)  of  the  Ralston  Disclosure  Schedule, Ralston or a
Sub-sidiary  of  Ralston,  has  prior  to  the applicable Foreign Closing Date
deliv-ered  to  Du Pont true and complete copies of such For-eign Benefit Plan
and  any amendments thereto (or if the For-eign Bene-fit Plan is not a written
Foreign  Benefit  Plan,  a  de-scription there-of), any related trust or other
fund-ing vehicle and the most recent reports or summaries required under local
law.

(c)               No liability under Title IV or section 302 of ERISA has been
incurred  by  any  U.S. Protein Subsidiary or any ERISA Affiliate that has not
been  satisfied in full, and no condition exists that presents a material risk
to  any  U.S. Protein Subsidiary or any ERISA Affili-ate of incurring any such
liability,  other than liability for premiums due the Pension Benefit Guaranty
Corporation ("PBGC") (which premiums have been paid when due).  Insofar as the
              ----
     represen-tation  made  in  this  Section 4.9(c) applies to sections 4064,
4069  or  4204  of  Title IV of ERISA, it is made with respect to any employee
benefit  plan, program, agreement or arrange-ment subject to Title IV of ERISA
to  which  any  U.S.  Protein  Subsidiary  or any ERISA Affiliate made, or was
required to make, contribu-tions during the five (5)-year period ending on the
last  day  of  the most recent plan year ended prior to the Initial Completion
Date.

(d)          The PBGC has not instituted proceedings to terminate any Title IV
     Plan and to the knowledge of Ralston, no condition exists that presents a
material  risk  that  such  proceedings  will  be  instituted.

(e)          No Title IV Plan is a "multiemployer pension plan," as defined in
     section  3(37)  of  ERISA,  nor  is any Title IV Plan a plan described in
section  4063(a) of ERISA.  None of the U.S. Protein Subsidiaries or any ERISA
Affiliate  has  made  or  suffered  a  "complete  with-drawal"  or  a "partial
withdrawal",  as such terms are respectively defined in sections 4203 and 4205
of  ERISA  (or  any liability resulting therefrom has been satisfied in full).

(f)                    To  the  knowledge of Ralston, none of the U.S. Protein
Subsidiaries,  any  Benefit  Plan,  any  trust  created  thereunder,  or  any
administrator  thereof  has  engaged in a transaction in connection with which
any  U.S.  Protein  Sub-sidiary, any Domestic Benefit Plan, any such trust, or
administrator  thereof,  or any party deal-ing with any Domes-tic Benefit Plan
or any such trust could be subject to either a civil penalty assessed pursuant
     to  section  409 or 502(i) of ERISA or a Tax imposed pursuant to sec-tion
4975  or  4976  of  the  Code.

(g)          Each Domestic Benefit Plan has been oper-ated and administered in
     all  material  respect  in accor-dance with its terms and applicable law,
including but not limited to ERISA and the Code.  To the knowledge of Ralston,
each  Foreign  Benefit Plan has been operated and administered in all material
respects  in  accordance  with  its  terms  and  applicable  local  law.

(h)             Each Domestic Benefit Plan intended to be "qual-i-fied" within
the  meaning  of  section  401(a)  of  the Code is so qualified and the trusts
maintained  thereunder  are  exempt  from taxation under section 501(a) of the
Code.    Each  Domestic  Benefit Plan intended to satisfy the re-quirements of
section  501(c)(9)  of  the  Code  has  satis-fied  such  require-ments.

(i)            Except as set forth in Section 4.9(i) of the Ralston Disclosure
Schedule,  no  Domestic  Benefit  Plan  pro-vides  medical,  surgical,
hospitalization,  death  or  similar  benefits  (whether  or  not insured) for
employees  or  former  employees  of  any  U.S. Protein Subsidiary for periods
extend-ing  beyond  their  retirement  or other termi-nation of service, other
than  (i)  coverage  mandated by applicable law, (ii) death benefits under any
"pension  plan",  or  (iii)  benefits  the  full cost of which is borne by the
current  or  former  employee  (or  his  beneficiary).

(j)            Except as disclosed in Section 4.9(j) of the Ralston Disclosure
Schedule, the consummation of the trans-actions contemplated by this Agreement
     will  not  (i)  entitle  any  current  employee  of  any Domestic Protein
Subsidiary,  and  to  the  knowledge of Ralston, entitle any current or former
employee  or  officer  of  any  Foreign  Protein Subsidiary, to severance pay,
unemployment com-pensation or any other pay-ment, except as expressly provided
in  this  Agreement,  or  (ii)  accelerate  the time of payment or vesting, or
increase  the  amount  of  compen-sation  due any such current employee of any
Domestic  Protein  Subsidiary  or, to the knowledge of Ralston, any current or
former  employee  or  officer  of  any  Foreign  Protein  Subsidiary.

(k)            Except as disclosed in Section 4.9(k) of the Ralston Disclosure
Schedule,  there  are  no  pend-ing, or, to Ralston's knowledge, threatened or
anticipat-ed claims against any Domestic Benefit Plan, or, to the knowledge of
     Ralston,  pending  or threatened against any Foreign Benefit Plan, by any
employee  or  former employee of any Protein Subsidiary covered under any such
Domestic or Foreign Bene-fit Plan, or otherwise involving any such Domestic or
For-eign  Benefit  Plan  (other  than  routine  claims  for  benefits).

(l)           To the knowledge of Ralston, all Foreign Bene-fit Plans that are
subject  to  the  laws  of any juris-dic-tion outside the United States are in
material  compli-ance  with such applicable laws, including relevant Tax laws,
and  the  requirements of any trust deed under which they are established.  To
the  knowledge of Ralston, all re-quired contributions payable to such Foreign
Benefit  Plans  have  been  made,  and  all  such Foreign Benefit Plans are in
materi-al  compliance  with  any  applicable  funding  require-ments.
(m)          
<PAGE>


<PAGE>
ARTICLE  VSection  .10          No Default; Compliance with Appli-ca-ble Laws,
                                ----------------------------------------------
etc.       No Default; Compliance with Appli-ca-ble Laws, etc.     No Default;
 ---       ---------------------------------------------------     -----------
Compliance  with  Appli-ca-ble  Laws,  etc.        No Default; Compliance with
 ------------------------------------------        ---------------------------
Appli-ca-ble  Laws,  etc.
 ------------------------

 (a)         Except as disclosed in Sec-tion 4.10(a) of the Ralston Disclosure
Schedule,  none  of  the Protein Subsidiar-ies is in de-fault or viola-tion of
any  term,  condition  or  provi-sion  of  its  respective  Cer-tificate  of
Incorpora-tion  or  By-laws  or  any  Applica-ble  Law, excluding de-faults or
viola-tions  of  Applicable  Laws  (other  than  orders, writs, in-junc-tions,
judg-ments, de-crees and set-tle-ments) which would not, indi-vidu-al-ly or in
     the  aggre-gate, have a Material Adverse Effect on the Business, taken as
a  whole.

 (b)                   Except as dis-closed in Sec-tion 4.10(b) of the Ralston
Disclosure  Sched-ule,  the  Protein  Subsidiaries hold, and are in compliance
with the terms of, all per-mits, li-cens-es, vari-anc-es, or-ders, ap-prov-als
     and  autho-rizations  of  all  Gov-ern-mental  Entities  required for the
lawful  conduct of the Business (the "Permits"), other than those Permits, the
                                      -------
fail-ure  to  hold  or  comply  with which would not, in the aggregate, have a
Material  Adverse  Effect  on  the  Business,  taken  as  a  whole.

 (c)           Section 4.10(c) of the Ralston Disclosure Schedule sets forth a
complete  and  correct  list,  as of the date of this Agreement, of all of the
fol-low-ing  types  of  Con-tracts:

(i)         employment agreements be-tween Ralston, any Subsidiary of Ralston,
or  any  of  the Pro-tein Sub-sid-iaries, on the one hand, and an em-ployee of
any  of  the  Protein  Subsidiaries,  on  the  other  hand;  provided that the
                                                             -------- ----
foregoing  shall  be limited, except with re-spect to employees with the title
of  "vice  president"  and  above,  to  those employ-ment agree-ments that are
either  (x)  writ-ten  or  (y)  known  to  Ralston;

(ii)             Contracts involving an amount in excess of $100,000 and which
obligate  any  Pro-tein Sub-sid-iary to fur-nish sup-plies or servic-es to any
Govern-mental  Entity;

(iii)         Contracts between Ralston, any Subsid-iary of Ralston, or any of
the  Protein Subsid-iar-ies, on the one hand, and any direc-tor or offi-cer of
any  of  the  Protein  Subsidiaries,  on  the  other  hand;

(iv)       Contracts between any of the Protein Subsidiaries, on the one hand,
     and  Ralston,  any  Subsid-iary  of  Ralston  or any of their respec-tive
affil-i-ates,  on  the  other  hand;

(v)              Contracts  of any of the Protein Subsid-iaries for the future
purchase  of,  or payment for, supplies, products or services that in-volve an
amount  in  excess  of  $100,000  or  have  a  term of six (6) months or more;

(vi)           Contracts of any of the Protein Subsid-iaries to sell or supply
prod-ucts  or  to  per-form  ser-vices  that  in-volve  an amount in excess of
$100,000  or  have  a  term  of  six  (6)  months  or  more;

(vii)             partnership or joint venture agree-ments to which any of the
Protein  Subsidiaries  is  a  party;

(viii)              Contracts  limiting  or  re-strain-ing  any of the Protein
Subsidiaries  from  engaging or com-pet-ing in any lines or busi-ness with any
Person;

(ix)         Contracts other than sales of prod-ucts in the ordinary course of
business  pro-viding  for rights of indem-ni-fica-tion or excul-pa-tion by any
of  the  Protein Subsid-iar-ies in favor of any offi-cer, direc-tor, employ-ee
or  financial  advisor  of  any of the Protein Subsid-iaries or, to the extent
involving  an  amount  in  excess  of  $100,000  on an annual basis, any other
Per-son;

(x)              loan  agreements,  notes,  mortgag-es,  inden-tures, security
agreements,  letters of credit or other contracts for the borrowing or lending
of  money  by  any  of  the  Protein  Subsidiaries;  and

(xi)       any Contract of any of the Protein Subsidiaries not entered into in
     the  ordi-nary course of business which require the payment or receipt of
$100,000  or  more  by  or from any of the Protein Sub-sid-iaries, or which is
otherwise  material  to  any  of  the Protein Subsid-iaries, and which, in any
case,  is  not  other-wise  dis-closed  pursuant to the forego-ing clauses (i)
through  (x).

 (d)             Each Contract required to be listed in the Ralston Disclosure
Schedule or which is otherwise materi-al to the Business, taken as a whole, is
     in  full  force  and  ef-fect,  has  not  been  modi-fied or amend-ed and
consti-tutes  the  legal,  valid  and  binding  obliga-tion  of  the  Protein
Subsid-iaries,  in  accor-dance with the terms of such Con-tract.  No event or
condi-tion exists which will result in a violation or breach of, or constitute
(with  or without due notice or lapse of time or both) a default by any of the
Protein  Subsidiaries (or, to the knowledge of Ralston, a default by any other
party  there-to)  under  any  Con-tract, except those violations, breaches and
de-faults  that would not, individu-ally or in the aggregate, have a Mate-rial
Ad-verse Effect on the Busi-ness, taken as a whole.  Ralston, Stock-holder and
the  Protein  Sub-sidiaries have provid-ed true, com-plete and cor-rect copies
to  Du  Pont  of  all  Con-tracts.

ARTICLE  VSection  .11                 Intellectual Prop-erty     Intellectual
                                       ----------------------     ------------
Prop-erty          Intellectual  Prop-erty          Intellectual  Prop-erty.
        -          -----------------------          -----------------------

 (a)          Except as set forth in Section 4.11(a) of the Ralston Disclosure
     Schedule,  each  Pro-tein  Sub-sid-iary  owns  (and  has  the  valid  and
en-force-able  right  to  make,  use,  and, to the knowledge of Ralston, sell,
offer to sell and import) all Intel-lec-tu-al Prop-er-ty to the extent used in
or  neces-sary  for  the  con-duct  of its re-spec-tive busi-ness-es, free and
clear  of  all  Liens  and,  except  for the Li-cense Agree-ments set forth in
Sec-tion 4.11(b) of the Ralst-on Dis-clo-sure Sched-ule, free and clear of all
li-cens-es  to  third  par-ties.    As  used  in  this  Agreement,  the  term
"In-tel-lectu-al  Proper-ty"  shall  mean:   (i) regis-tered and unreg-istered
           ----------------
trade-marks,  ser-vice  marks  (includ-ing  regis-trations,  recordings  and
applica-tions  in  the United States Patent and Trademark Office, any state of
the  United  States  or  any  other Governmen-tal Entity worldwide), slo-gans,
trade  names, logos and trade dress (col-lec-tive-ly, to-geth-er with the good
will  symbol-ized  thereby  or associ-ated with each, "Trade-marks"); (ii) all
                                                       -----------
national  (in-cluding,  but  not  limited  to,  the  United  States)  and
multina-tional  statu-to-ry  inven-tion  registra-tions,  patents,  patent
registra-tions  and patent appli-ca-tions (includ-ing, but not limited to, all
reis-sues,  divi-sions,  continua-tions,  con-tinua-tions-in-part, exten-sions
and reexami-na-tions, and all rights therein pro-vided by law, multi-na-tional
treaties  or  con-ven-tions) (col-lec-tive-ly, "Pat-ents"); (iii) all national
                                                --------
and multinational regis-tered and unreg-is-tered copy-rights, in-clud-ing, but
not  limited  to,  copy-rights  in  software  programs  and  databas-es
(col-lec-tively,  "Copy-rights");  (iv)  soft-ware programs docu-mentation and
                   -----------
manu-als  used  in  connection  therewith  and  data-bases  (to-geth-er,
"Soft-ware");  (v) rights in names, like-ness-es, images and other attrib-utes
of  individu-als;  (vi)  all  (A)  inventions,  whether  patentable  or  not
pat-ent-able,  whether  or  not  reduced  to  prac-tice,  and not yet made the
subject  of  a  pending  patent  appli-cation  or appli-cations, (B) ideas and
concep-tions  of poten-tially patentable subject mat-ter, in-clud-ing, without
limita-tion,  any  patent disclosures, whether or not reduced to prac-tice and
not  yet  made  the  sub-ject  of a patent applica-tion, (C) trade secrets and
confiden-tial,  tech-nical  information  (includ-ing  ideas,  formulas,
compo-sitions, inventions and con-cep-tions of inventions wheth-er patent-able
or  not  patentable  and  whether or not re-duced to practice), (D) technology
(in-clud-ing, with-out limita-tion, know-how and show-how), manufac-turing and
produc-tion  pro-cesses  and techniques, service and repair manu-als, research
and  development  information,  draw-ings,  specifi-ca-tions, de-signs, plans,
proposals,  technical  data  and  copy-rightable  works,  wheth-er  secret  or
confidential or not, (E) all rights to obtain and rights to apply for patents,
and  to  register trade-marks and copyrights and (F) all records (in-clud-ing,
but  not limited to, research and testing notebooks) in any acces-sible format
(includ-ing,  but  not  limit-ed  to,  paper  records, photo-graphs, audio and
visual  tape  record-ings  and  computer  storage  media and other information
storage  media)  pertaining  to  patentable or potentially patent-able subject
matter  (col-lec-tive-ly,  "Tech-nolo-gy"); and (vii) agree-ments pursu-ant to
                            ------------
which  any  Protein Sub-sidiary has ob-tained or grant-ed the right to use any
of  the  fore-go-ing  (col-lec-tively,  and together with other agree-ments to
which  any  Protein  Sub-sidiary  is  a  party relat-ing to the devel-op-ment,
acqui-si-tion,  use,  sale,  offer  for  sale or importation of Intel-lec-tual
Prop-er-ty,  "Li-cense  Agree-ments").
              ---------------------

 (b)       Section 4.11(b) of the Ralston Disclo-sure Sched-ule sets forth, to
     the  knowledge  of  Ralston,  a true, com-plete and accu-rate list of the
fol-low-ing  Intellectual  Property  items  owned  by  or under obli-gation of
assignment  to  any  Pro-tein  Subsid-iary:    (i)  all regis-tra-tions of and
appli-ca-tions  to  regis-ter  Trade-marks; (ii) all unregis-tered Trade-marks
which  are  mate-ri-al  to  the  Busi-ness;  (iii)  all  Patents;  (iv)  all
regis-tra-tions  of  and  appli-ca-tions to regis-ter any Copy-rights; (v) all
Soft-ware;  and  (vi)  all  Li-cense  Agree-ments,  other  than  off-the-shelf
Software  licenses.

 (c)          Except as set forth in Section 4.11(c) of the Ralston Disclosure
Schedule,  one  or  another  Pro-tein  Sub-sid-iary is the sole and exclu-sive
owner  of the Intel-lec-tu-al Prop-er-ty items set forth in Section 4.11(b) of
the  Ralston  Dis-clo-sure  Sched-ule as speci-fied in such sched-ule and each
owner  listed  in Section 4.11(b) of the Ralston Disclosure Schedule is listed
in  the  records of the appropri-ate Govern-mental Entity as the sole owner of
re-cord.    Except  as set forth in Section 4.11(c) of the Ralston Disclo-sure
Schedule, there is no Lien on the right of Ralston to trans-fer to a Surviving
     Corpora-tion  any  of  the  Intellectual Prop-er-ty, as con-tem-plated by
this  Agree-ment.  Ex-cept as other-wise indi-cated in Sec-tion 4.11(b) of the
Ralston  Disclo-sure  Sched-ule,  to  the knowledge of Ralston, (i) all issued
patents  set  forth  there-on  are  valid  and  en-forceable  and (ii) no such
trade-mark  regis-tra-tions,  trade-mark  appli-ca-tions or issued patents set
forth  in Sec-tion 4.11(b) of the Ralston Disclo-sure Schedule are sub-ject to
any  pend-ing  oppo-si-tion,  can-cel-la-tion,  inter-fer-ence  or  simi-lar
ad-versarial pro-ceed-ing by or before any Gov-ern-men-tal Enti-ty and no such
proceed-ings  are  threat-ened.

 (d)         There are no royalties, honoraria, fees or other payments payable
by  any  Protein  Subsidiary  to  any Person or Governmental Entity (excluding
prosecution  fees  and  other governmental or attorneys' fees re-quired in the
normal  course  of  obtaining  patent,  trademark  or  copy-right  rights  and
exclud-ing governmental maintenance fees) in con-nec-tion with the owner-ship,
     licen-sure,  use,  sale,  offer  for  sale  or  importa-tion  under  any
Intel-lec-tu-al  Prop-er-ty,  except as set forth in the Li-cens-e Agree-ments
listed  in  Sec-tion 4.11(b) of the Ralst-on Dis-closure Schedule and pursuant
to  off-the-shelf  Soft-ware licenses.  The Li-cens-e Agree-ments set forth in
Section  4.11(b)  of  the  Ralston Disclosure Sched-ule are valid and bind-ing
obli-ga-tions of the parties thereto, en-force-able in ac-cor-dance with their
terms,  and  there  exists  no  event  or  condi-tion  which  will result in a
violation  or breach of, or constitute (with or without due notice or lapse of
time  or  both)  a default by any Protein Subsidiary (or, to the knowl-edge of
Ralston,  any  other  party there-to) under any Li-cense Agreement.  Except as
set forth in Section 4.11(d) of the Ralston Disclosure Schedule, no consent is
required  to  be  obtained in connection with the right of Ralston to transfer
any  License  Agreement,  if  necessary.

 (e)          Except as disclosed in Section 4.11(e) of the Ralston Disclosure
Schedule,  (i)  to  the  knowledge of Ralston, none of the use by any Pro-tein
Sub-sidiary  of any Intel-lec-tual Prop-erty, the exer-cise of rights relating
to  Pat-ents,  Trade-marks and Copy-rights con-tained within the Intel-lectual
Property  or the con-duct of the Busi-ness in-fring-es or other-wise vio-lates
any  Intel-lec-tu-al Prop-er-ty rights (ei-ther di-rectly or indi-rectly, such
as  through  con-tribu-tory in-fringe-ment or induce-ment to in-fringe) of any
third  party except for such in-fringements and viola-tions which would not in
the  aggregate  have  a  Material  Adverse  Effect on the Business, taken as a
whole,  and  (ii)  no  such  claims have been asserted or, to the knowledge of
Ralston,  threat-ened  against  any  Pro-tein Sub-sid-iary which have not been
re-solved.    Except  as  dis-closed  in  Sec-tion  4.11(e)  of  the  Ralston
Dis-clo-sure  Sched-ule,  (i)  to the knowledge- of Ralston, no third party is
in-fring-ing or other-wise vio-lat-ing any Intel-lec-tu-al Prop-erty rights of
     any  Pro-tein  Subsidiary  and  (ii)  no  such  claims  are  pend-ing  or
threat-ened  by  any  Protein  Subsid-iary  against  any  third  party.

 (f)          Except as disclosed in Section 4.11(f) of the Ralston Disclosure
Schedule,  there  are  no suits or any other pro-ceed-ings pend-ing or, to the
knowl-edge  of  Ralston,  threat-ened before any Govern-mental Entity to which
any  Protein  Subsidiary is a party chal-leng-ing (i) any such Person's rights
to  own  or  use  any  In-tel-lec-tual  Prop-er-ty  or  (ii)  the valid-ity or
en-force-abil-i-ty of any such Person's Intel-lec-tu-al Prop-erty.  Other than
     those  listed  in Sec-tion 4.11(f) of the Ralst-on Dis-closure Sched-ule,
there  are  no  settle-ment  agree-ments,  con-sents,  judg-ments,  or-ders,
forebearances  to  sue  or similar obli-ga-tions which re-strict any rights of
any  Protein  Subsid-iary  to  (i)  make, use, sell, offer for sale, import or
li-cense  under any Intel-lectu-al Prop-er-ty or (ii) conduct its busi-ness in
order  to  accom-modate  a  third  party's  Intel-lectu-al  Proper-ty  rights.

 (g)         Each Protein Subsidiary employs rea-son-able mea-sures to protect
the  confi-dentiali-ty  of its Tech-nolo-gy.  Each Protein Subsidiary requires
employees  with  access  to  the  Technology  of  such  Protein  Subsidiary to
exe-cut-e  a  non-dis-clo-sure  agree-ment sub-stan-tially in accor-dance with
the  form(s)  previous-ly  provid-ed  by  the Protein Subsidiaries to Du Pont.
Except as set forth in Section 4.11(g) of the Ralston Disclo-sure Schedule, to
     the  knowl-edge-  of Ralston, none of the cur-rent or former em-ploy-ees,
offi-cers  or  direc-tors of any Protein Subsid-iary (i) is suspected to be in
viola-tion  of  any  such agree-ment or (ii) is suspected of having dis-closed
any  Tech-nolo-gy  to  any  third  party  except  sub-ject  to an appro-priate
confi-den-tiality  agree-ment  or  as  required  by  a Govern-men-tal Enti-ty;
provided  that  the mere fact that an employee of a Protein Subsidiary becomes
     ---  ----
an em-ploy-ee of, or a con-sul-tant to, a competitor of the Business shall not
con-sti-tute  "knowl-edge"  that  clause  (i)  or  (ii)  has  occurred.

 (h)          Except as set forth in Section 4.11(h) of the Ralston Disclosure
Schedule,  there  is  no  Intel-lec-tu-al  Prop-er-ty  that  is sub-ject to an
agree-ment or arrange-ment pursu-ant to which such Intel-lectu-al Prop-erty is
     licensed  to  or  used by Ralston or any of its Subsid-iaries (other than
any  Pro-tein  Subsid-iary).

 (i)          Except as set forth in Section 4.11(i) of the Ralston Disclosure
Schedule,  the  con-sum-ma-tion  of  the trans-ac-tion con-tem-plat-ed by this
Agree-ment  will  not  result in the loss or im-pair-ment of any rights of any
Protein  Subsid-iary  to  own,  use  or  license any Intel-lectu-al Prop-erty.

 (j)          Except as set forth in Section 4.11(j) of the Ralston Disclosure
Schedule,  since  June 30, 1997, neither Ralston nor any Pro-tein Sub-sid-iary
has  dis-posed  of  or  per-mit-ted  to  lapse  any  rights  to the use of any
Business-relat-ed  Intel-lectu-al  Proper-ty, or dis-posed of or dis-closed to
any Person other than repre-sen-ta-tives of Du Pont any Business-related trade
     secret,  formu-la,  pro-cess  or  know-how  not  there-tofore a matter of
public knowl-edge other than in the ordi-nary course of busi-ness or pursu-ant
to  secrecy  agree-ment.

ARTICLE  VSection  .12             [Intentionally Omitted.]     [Intentionally
Omitted.]          [Intentionally  Omitted.]          [Intentionally Omitted.]

ARTICLE  VSection  .13                   Insurance     Insurance     Insurance
                                         ---------     ---------     ---------
Insurance.    Each  Protein  Subsid-iary  is  insured  in  such amounts as are
      ---
custom-ary  in  the  busi-nesses  in  which  they  are en-gaged by insurers of
      -
recog-nized  finan-cial  re-sponsi-bili-ty  and  solven-cy, except in areas in
which  such  Pro-tein  Sub-sid-iary is self-insured, against losses and risks.
True,  com-plete  and  cor-rect  copies  of  all  poli-cies  of insur-ance and
fidel-i-ty  or  surety  bonds  insur-ing  any  Protein  Subsid-iary  or  their
respec-tive  busi-ness-es,  as-sets,  employ-ees,  offi-cers  or direc-tors in
their  capaci-ty  as such (to-geth-er with all riders and amend-ments there-to
and  if  com-pleted, the applications for each of such policies or bonds) will
be provided to Du -Pont as requested.  Such poli-cies, as are cur-rent, are in
     full  force  and effect, and such Protein Subsidiary has com-plied in all
materi-al  re-spects  with  the  provi-sions of such poli-cies.  Except as set
forth in Section 4.13(a) of the Ralston Dis-closure Sched-ule and as set forth
in  Section  6.19  hereof,  all  such  poli-cies  will,  after  the  Ini-tial
Com-ple-tion  Date, cease to cover claims arising out of the opera-tion of the
Busi-ness,  other  than  covered  claims  in-curred  prior  to  the  Ini-tial
Comple-tion  Date.    Except  as  set forth in Sec-tion 4.13(b) of the Ralston
Dis-closure Sched-ule, each Protein Subsidiary has complied with all mandatory
recom-men-da-tions  for  the  pre-vention  of  loss  made  by  all  insur-ance
carri-ers.    There  are  no  claims  by any Protein Subsidiary under any such
policy  or  in-stru-ment  as  to  which  any  insur-ance  company  is deny-ing
liabil-ity  or  de-fend-ing  under a reser-va-tion of rights clause, which, if
not  cov-ered,  would  in  the aggregate have a Material Adverse Effect on the
Business,  taken  as  a whole.  All neces-sary noti-fi-ca-tions of claims have
been  made  to  insur-ance  carriers  other  than  those which will not have a
Materi-al  Adverse  Effect  on  the  Busi-ness,  taken  as a whole.  No policy
cover-ing Ralston or any of its Subsid-iaries (other than poli-cies limited in
cover-age  to  the  Protein  Sub-sid-iaries)  requires  Du  Pont  or any of it
Subsid-iar-ies  (in-clud-ing  the  Surviv-ing  Corpora-tions)  to  assume such
policy  or  pay  any premi-ums there-under follow-ing the Domestic Closings or
the  Foreign  Closings  here-under.    Sec-tion  4.13(c)  of  the  Ralst-on
Dis-clo-sure  Sched-ule  de-scribes all workers' compensa-tion self-insur-ance
arrange-ments af-fecting the Pro-tein Sub-sid-iaries and the aggre-gate amount
of  all  claims  made  under  such  ar-range-ments since Octo-ber 1, 1994.  No
proceeding  is pending or, to the knowledge of Ralston, threatened, to revoke,
cancel  or  limit  such  policies and no notice of cancellation of any of such
policies  has  been  received  by  Stockholder  or  any  Protein  Subsidiary.

ARTICLE  VSection  .14             Related Party Transac-tions; Inter-com-pany
                                   -------------------------------------------
Matters        Related Party Transac-tions; Inter-com-pany Matters     Related
    ---        ---------------------------------------------------     -------
Party  Transac-tions;  Inter-com-pany Matters     Related Party Transac-tions;
  -------------------------------------------     ----------------------------
Inter-com-pany  Matters.
 ----------------------

 (a)           Except as disclosed in Section 4.14 of the Ralston Dis-clo-sure
Schedule,  no  direc-tor, offi-cer or part-ner  of any Pro-tein Subsidiary (i)
has  bor-rowed  money  from  or  has out-stand-ing any In-debted-ness or other
similar  obliga-tions  to  any  Protein  Subsidiary, Ralston or any Subsidiary
there-of  other  than  for travel ex-penses in the ordinary course of business
consistent  with  past  practice  and other than obli-ga-tions incurred in the
ordinary  course  of  business,  in  the  case of any single individual, in an
amount less than $5,000; (ii) to the knowl-edge of Ralston, owns any direct or
     indi-rect  inter-est  of  any  kind  in,  or  is  a  direc-tor, offi-cer,
employ-ee,  party, affiliate or associ-ate of, or con-sultant or lender to, or
borrower  from,  or  has  the  right  to  partici-pate  in  the  man-age-ment,
opera-tions or profits of, any Person which is (x) a com-pet-i-tor, sup-plier,
cus-tom-er, dis-trib-u-tor, les-sor, tenant, creditor or debtor of any Protein
Sub-sid-iary,  (y)  engaged  in  a  busi-ness  relat-ed to the business of any
Protein  Subsidiary  or  (z)  partic-i-pating in any transac-tion to which any
Protein  Subsidiary  is  a party or (iii) is other-wise a party to any binding
agree-ment  with  any  Protein  Subsid-iary.

 (b)          Except as set forth in Section 4.14(b) of the Ralston Disclosure
Schedule or as contemplated in Section 3.1 or 6.14 hereof or otherwise herein,
     there  are  no  pay-ments other than in the ordi-nary course of busi-ness
consis-tent  with  past  prac-tice, (in-clud-ing divi-dends, dis-tri-bu-tions,
loans,  ser-vice  or  trade  pay-ments,  sala-ry,  bonuses, payments under any
manage-ment,  con-sulting,  moni-toring  or  financial  advisory  agreements,
advances or other-wise) to be made to or received from any Protein Subsidiary,
on  the  one  hand,  and  Ralston  or  Stockhold-er or any of their respective
affiliates,  on  the  other.

ARTICLE  VSection  .15               Products Liability     Products Liability
                                     ------------------     ------------------
Products  Liability        Products Liability.  Except as set forth in Section
  -----------------        ------------------
4.15  of  the  Ralston  Dis-closure Schedule, (a) there is no Proceeding by or
  -
before  any  Governmental  Entity,  pending  or,  to the knowledge of Ralston,
  -
threatened against or involving any Protein Subsidiary concern-ing any product
  -
     relat-ing  to the busi-ness of any Protein Subsidiary which is alleged to
have  been  manufactured,  shipped, sold, marketed, distrib-uted, processed or
mer-chandised  by  any  Protein  Sub-sidiary  (collectively,  "Products")  and
                                                               --------
alleged  to  have  a  defect  or  impu-ri-ty  of  any  kind,  in manufac-ture,
process-ing,  design  or  other-wise,  includ-ing  with-out  limi-tation  any
fail-ure  to  warn of the defect or impu-rity, nor to the knowledge of Ralston
is  there  any  valid basis for any such Proceeding specifi-cal-ly relating to
the  busi-ness  of any Pro-tein Subsid-iary that, in the case of a Pro-ceeding
before a Govern-mental Entity, if adversely deter-mined would have a Mate-rial
Ad-verse  Effect  on the Business, taken as a whole; (b) since Sep-tem-ber 30,
1994,  there  has  not  been  any prod-uct recall or post-sale warn-ing by any
Pro-tein  Subsid-iary con-cerning any product relating to the busi-ness of any
Protein  Subsid-iary  that  was  manufac-tured,  shipped,  sold,  mar-keted,
distrib-uted,  processed  or  mer-chan-dised by any Pro-tein Sub-sid-iary; and
(c)  none of the Products manu-factured, shipped, sold, marketed, distributed,
processed or merchandised by any Protein Subsidiary at or prior to the Initial
Completion  Date are or were Defective Products.  As used herein, "De-fec-tive
                                                                   -----------
Products" shall mean Products which have impurities and Products which satisfy
--------
any  of  the  following  (i),  (ii) or (iii): (i) are defec-tive be-cause of a
fail-ure  to  comply with inter-nal or governmentally required proce-dures and
condi-tions;  (ii) cause personal injury, harm to health or death when used in
accordance  with dis-closed instructions of any Pro-tein Sub-sidiary as to the
use  of  such Product; (provided that there shall be excluded from clause (ii)
                        -------- ----
Products which have such effects because one or more of the ingredients or the
pro-cess  used  in  their  manu-fac-ture,  wheth-er consid-ered separate-ly or
together,  are  inher-ently unknow-ingly unsafe and such fact was not known to
Ralston  or  generally in the indus-try at or prior to the Initial Comple-tion
Date;  provid-ed  further that (1) a pro-cess shall not be deemed "inherent-ly
       ---------  ------- ----
unknow-ingly unsafe" (and accordingly not subject to the preceding proviso) if
as  of  the  Initial  Completion  Date,  (A)  it was not generally used in the
indus-try,  (B)  there was a reason-able basis to con-clude that it was unsafe
or  (C) if Ralston knew that it was unsafe, and (2) the fact that Prod-ucts or
ingredients  which are permitted to be used in cer-tain juris-dictions but not
others  does  not  con-stitute  an admission that such Products or ingredients
were  known  to Ralston to be "inherently un-knowingly unsafe") or (iii) cause
personal injury, harm to health, death or other damage to the extent, but only
to  the  extent,  in  the  case  of this clause (iii), Ralston is enti-tled to
insur-ance  cover-age  with  re-spect  thereto,  includ-ing  by  reason of the
indem-nifi-cation  provi-sions  of  this  Agree-ment.

ARTICLE  VSection  .16                  Title; Real Properties     Title; Real
                                        ----------------------     -----------
Properties          Title;  Real  Properties          Title;  Real Properties.
         -          ------------------------          -----------------------

 (a)          Except as set forth in Section 4.16(a) of the Ralston Disclosure
Schedule,  the Pro-tein Sub-sid-iar-ies have mar-ket-able fee simple title to,
or  a valid lease-hold inter-est enti-tling them to the sole and unen-cumbered
right  to  posses-sion and use of, all of their re-spec-tive Real Prop-er-ties
(as  de-fined  in  Section  4.16(c)  here-of) and mar-ket-able title to all of
their  respec-tive  non-real  property  (tangi-ble and intan-gi-ble), free and
clear  of  all  Liens  of any kind or char-acter, except:  (i) those Liens set
forth  in  Sec-tion 4.16(a) of the Ralst-on Dis-clo-sure Sched-ule, (ii) Liens
for  cur-rent  Taxes not yet due and pay-able as set forth in Sec-tion 4.12(a)
of  the  Ralst-on  Disclo-sure  Sched-ule;  and  (iii)  Liens  (in-clud-ing
mechanics', carriers', workers' and other simi-lar Liens aris-ing or in-curred
     in  the  ordi-nary  course of business consistent with past practice) and
imper-fec-tions  of  title, includ-ing re-stric-tive cove-nants or ease-ments,
which  do  not,  in  the aggre-gate, mate-rially detract from the value of, or
interfere  with  the  present  use  of,  the  properties  sub-ject there-to or
affect-ed  there-by,  or  other-wise materi-ally impair the opera-tions of the
entity  which  owns  or  leases  such  prop-erty.

 (b)        Except for sales operations in the countries of Canada, Japan, the
Philippines,  Thailand, Malaysia and Singa-pore, which are currently conducted
by  employees  who are technically employed by other Ralston Subsidiaries, the
Pro-tein  Sub-sid-iar-ies  set  forth  in  Sec-tion  4.1(e)  of  the  Ralston
Dis-clo-sure  Schedule  are  the  only Subsid-iaries of Ralston engaged in any
aspect  of  the  Business.   The assets (i) that will be owned by the Pro-tein
Subsidiaries  at  the  Domestic  Closings  and the For-eign Closings, and (ii)
except  as  set forth in Section 4.16(b) of the Ralston Disclo-sure Sched-ule,
and  except  for  the assets of the Trans-ferred Subsidiaries and the As-sets,
that  are  owned  as  of  the date of this Agree-ment, con-sti-tute all of the
assets  the  prima-ry  use  of  which  is  in the Business as conducted by the
Protein  Sub-sidiar-ies,  and  except  as  set forth in Section 4.16(b) of the
Ralston  Disclo-sure  Sched-ule,  there are no other assets neces-sary for the
Business  to  contin-ue  to  be  con-ducted  sub-stan-tially  iden-tically  as
hereto-fore  con-duct-ed  by  any  Pro-tein Subsid-iary (other than, as of the
date  of  this  Agree-ment,  the  Trans-ferred  Subsidiar-ies  and  As-sets).

 (c)               Section 4.16(c)(i) of the Ralston Disclo-sure Schedule sets
forth a true and com-plete list of all real prop-erty (i) in which any Protein
     Subsidiary  holds legal or equi-table title or (ii) leased by any Protein
Subsidiary  (to-geth-er,  the  "Real  Prop-er-ties").    To  the  knowledge of
                                ------------------
Ralston,  except  as  set  forth  in  Sec-tion  4.16(c)(ii)  of  the  Ralston
Disclo-sure  Sched-ule, none of the Protein Subsidiar-ies has any future right
to  acquire  or  lease,  pursuant  to  any  out-standing  con-tract, option to
pur-chase  or  lease,  any  real  proper-ty.   Except as set forth on Sec-tion
4.16(c)(iii)  of  the  Ralst-on  Disclosure  Sched-ule,  there are no leas-es,
ground  leas-es,  li-cens-es or other occupan-cy agree-ments af-fecting any of
the  Real  Prop-er-ties or to which any Protein Subsidiary is a party or bound
with  re-spect  to  the Real Prop-er-ties (other than such of the foregoing in
respect  of any sales office or warehouse as would not in the aggregate have a
Mate-ri-al  Ad-verse Effect on the Business, taken as a whole).  Except as set
forth  in Sec-tion 4.16(c)(iv) of the Ralst-on Disclosure Sched-ule, there are
no  leas-es,  ground  leas-es,  li-cens-es or other occu-pan-cy agree-ments to
which  Ralston  is  a  party  or  bound with re-spect to real property that is
neces-sary  for  the  Business  to  contin-ue to be con-ducted substan-tial-ly
identically  as here-to-fore con-ducted.  Each such lease re-ferred to in this
subsection  (c)  is a valid and bind-ing obli-ga-tion of the parties there-to,
en-force-able  in  ac-cor-dance  with  its  terms,  and  none  of Ralston, any
Subsid-iary  of  Ralston,  or  any  Protein Subsid-iary has re-ceived or given
notice  of  a default under any lease to which any Real Prop-erty is sub-ject,
and  no  event  or condi-tion exists which is reasonably likely to result in a
viola-tion  or  breach of, or con-stitute (with or without due notice or lapse
of  time or both) a de-fault by any Protein Subsid-iary (or, to the knowl-edge
of  Ralston,  any  other party there-to) under any such lease, except for such
breaches,  violations  and  de-faults  which would not in the aggregate have a
Materi-al  Adverse  Effect  on  the  Business,  taken  as  a  whole.  True and
com-plete  copies  of  all  such leas-es, in-clud-ing all modi-fi-ca-tions and
amendments there-to, have been previ-ously supplied to Du Pont.  There are (i)
to  the knowledge of Ralston, no plans by any Gov-ern-men-tal Entity which are
reason-ably  likely  to  result  in the impo-sition of any gener-al or special
as-sess-ment  relat-ing  to  any  of  the  Real  Proper-ties;  (ii)  no
non-con-form-ing uses, vari-anc-es, spe-cial excep-tions, condi-tions, permits
or  agree-ments  per-tain-ing  to  any  of  the Real Proper-ties imposed on or
granted by or entered into by any Protein Sub-sidiary, which are en-force-able
by  any  Govern-men-tal  Enti-ty;  and  (iii)  no  written  notices  from  any
Gov-ern-men-tal  Entity  which have been re-ceived by any Protein Sub-sid-iary
alleg-ing  a  violation  of  any applica-ble building, land use, zoning, fire,
health or safety laws, codes, ordi-nances or rules, or re-quir-ing or call-ing
atten-tion  to  the need for any work, re-pair, con-struc-tion, alter-ation or
instal-la-tion  on,  or  in  con-nection  with,  any of the Real Prop-er-ties,
except  in  the  case  of clauses (ii) and (iii) hereof for such nonconforming
uses,  variances,  special exceptions, condi-tions, permits and agreements and
fail-ures  to  per-form  such  work,  re-pair,  con-struc-tion, alter-ation or
instal-la-tion which would not, indi-vidu-ally or in the aggre-gate, result in
a Mate-ri-al Ad-verse Ef-fect on the Busi-ness, taken as a whole.  There is no
pending  or,  to  the  knowl-edge of Ralston, threat-ened change in the zoning
clas-si-fi-ca-tion  of  any parcel of the Real Property and no con-dem-na-tion
or  emi-nent  domain pro-ceed-ing against any Real Prop-erty is pending or, to
the  knowledge-  of  Ralston, threat-ened, except for such of the foregoing as
would  not  in  the aggregate have a Material Ad-verse Effect on the Business,
taken  as a whole.  Except as set forth in Sec-tion 4.16(c)(ii) of the Ralston
Disclosure Sched-ule all of such Pro-tein Sub-sid-iary prop-er-ties and assets
con-sist-ing  of  real  estate,  build-ings,  and equip-ment (whether owned or
leased)  cur-rently  used  in  the normal opera-tions of the busi-ness of such
Protein  Subsid-iary  have  been main-tained in good oper-at-ing condi-tion by
such Protein Subsid-iary in a manner consis-tent with the normal main-te-nance
proce-dures of such Protein Subsid-iary and of the indus-try and are free from
material  de-fects and comply with all appli-ca-ble laws, build-ing, land use,
fire,  health  and  safety  codes,  ordi-nances  and  zoning  rules and zoning
ordi-nanc-es,  except  for  such failures to be in compli-ance that would not,
individually  or  in  the  aggre-gate,  have  a Material Adverse Effect on the
Busi-ness,  taken  as  a  whole.   The Pro-tein Sub-sid-iar-ies have rights of
access  to  public  roads  adja-cent  to  the  Real Proper-ties.  There are no
unre-corded  ease-ments  relat-ing  to  the Real Prop-er-ties and no Person or
Governmental  Entity  is encroach-ing upon any of the Real Proper-ties, except
for  such  exceptions  to  the foregoing as would not in the aggre-gate have a
Material Adverse Effect on the Business taken as a whole.  Except as set forth
in Section 4.16(c)(v) of the Ralston Disclosure Schedule, (i) to the knowledge
of  Ralston,  no  Person  or  Gov-ern-men-tal  Entity  has notified any of the
Pro-tein  Subsid-iar-ies  of  a  claim that any activities of the Business are
en-croach-ing  upon  the prop-er-ties, ease-ments or rights of way of oth-ers,
(ii) no activi-ties of the Protein Subsidiaries are encroach-ing on any Person
or  Gov-ernmental  Entity,  except  for  such  as  would not have (and if such
activity ceased there would not be) in the aggregate a Material Adverse Effect
on  the  Busi-ness,  taken as a whole and (iii) there are no third par-ties in
pos-ses-sion  having  or,  to  the  knowl-edge of Ralston, claim-ing rights to
pos-ses-sion of any of the Real Proper-ties.  Ralston has ordered sur-veys and
title poli-cies relat-ing to each of the manufac-turing facili-ties located in
the United States and appropri-ate evidence of ownership of the manufac-turing
facility  in  Belgium.

ARTICLE  VSection .17          Environmental Matters     Environmental Matters
                               ---------------------     ---------------------
     Environmental  Matters          Environmental  Matters.
     ----------------------          ----------------------

 (a)         For purposes of this Agree-ment, "Environ-mental Claim" means any
                                               --------------------
written  notice  by  any  Person  or Governmen-tal Entity alleg-ing poten-tial
liabil-i-ty  (in-clud-ing,  with-out  limita-tion,  poten-tial  liability  for
inves-tiga-tory  costs, clean-up costs, govern-mental response costs, natu-ral
resourc-es  damages,  proper-ty  damages,  personal  inju-ries, or penal-ties)
arising  out of, based on or result-ing from (a) the presence, or release into
the  environment,  of  any  Mate-ri-al  of  Environ-mental Concern (as defined
below)  at  any loca-tion, wheth-er or not owned by any Protein Subsid-iary or
(b) cir-cum-stances forming the basis of any viola-tion, or alleged violation,
     of  any  Environmental  Law  (as  defined  below).

               For  purposes of this Agreement, "Environmental Laws" means all
                                                 ------------------
feder-al,  state,  local  and  foreign  laws  and  regula-tions  relat-ing  to
pollu-tion  or  protection  of  human  safety and health within or without the
workplace  or  the  envi-ron-ment  (in-clud-ing, with-out limitation, ambi-ent
air,  surface  water,  ground  water,  land  surface  or  subsur-face strata),
includ-ing,  without limitation, laws and regula-tions relating to emis-sions,
discharges,  re-leases  or threatened releases of Materi-als of Environmen-tal
Con-cern  (as  defined  below),  or  other-wise  relat-ing to the manufacture,
pro-cess-ing,  distribu-tion, use, treat-ment, stor-age, dis-posal, trans-port
or  handling  of  Materi-als  of  Environ-men-tal  Concern.

               For  purposes of this Agreement, "Materials of Envi-ron-men-tal
                                                 -----------------------------
Con-cern"  means  chemicals,  pollutants,  contami-nants,  wastes,  toxic
--------
sub-stances,  petroleum  and  petroleum  prod-ucts.
--------

 (b)              Except  as  set  forth  in Section 4.17(b)(i) of the Ralston
Dis-closure  Sched-ule,  each  Protein  Subsidiary is in com-pli-ance with all
applica-ble Environ-mental Laws except such failures to be in compliance which
     would  not,  indi-vidually  or in the aggre-gate, have a Material Adverse
Effect  on  the  Busi-ness,  taken as a whole.  Except as set forth in Section
4.17(b)(ii) of the Ralst-on Dis-closure Sched-ule, none of Ralston, any of the
Subsidiar-ies  of  Ralston  or  the  Prote-in Sub-sid-iaries has re-ceived any
written commu-nica-tion, whether from a Govern-mental Entity, citizens' group,
employ-ee  or  other-wise, that alleges that any Protein Subsid-iary is not in
material  com-pli-ance,  and,  to  the  knowledge-  of  Ralston,  there are no
cir-cum-stanc-es  that  may  prevent or inter-fere with material compliance in
the  future.  All per-mits and other govern-mental autho-riza-tions cur-rently
held  by  any  Protein  Subsid-iary  pursu-ant to the Envi-ron-mental Laws are
iden-ti-fied  in  Section 4.17(b)(iii) of the Ralst-on Dis-clo-sure Sched-ule.

 (c)         Except as set forth in Section 4.17(c) of the Ralston Disclo-sure
Schedule,  there  is  no  Environmen-tal Claim pending or, to the knowledge of
Ralston, threatened against any Pro-tein Sub-sid-iary or against any Person or
     Govern-mental  Entity  whose liabili-ty for any Envi-ronmen-tal Claim any
Protein  Subsidiary  has  or  may  have  re-tained  or  as-sumed  either
con-trac-tu-al-ly  or  by  operation  of  law.

 (d)         Except as set forth in Section 4.17(d) of the Ralston Disclo-sure
Schedule, to the knowledge of Ralston, there are no past or pres-ent ac-tions,
     activi-ties,  circum-stances,  condi-tions,  events  or  inci-dents,
including,  without limita-tion, the release, emis-sion, discharge or disposal
of  any  Material  of  Envi-ron-mental Con-cern which have occurred within the
last  three  (3) years, that could form the basis of any Envi-ron-mental Claim
against any Pro-tein Subsid-iary or against any Person or Govern-mental Entity
whose  liability for any Envi-ron-men-tal Claim any Protein Subsid-iary has or
may  have  re-tained  or assumed either con-trac-tually or by operation of law
except  for  such  actions,  activities,  cir-cumstances, events or inci-dents
which  would  not, individ-ually or in the aggre-gate, have a Material Adverse
Effect  on  the  Business,  taken  as  a  whole.

 (e)          Without in any way limiting the generality of the forego-ing, to
Ralston's  knowledge,  (i) all on-site loca-tions where any Protein Subsidiary
has  within  the  last  three (3) years stored, dis-posed or ar-ranged for the
dis-posal of Mate-ri-als of Envi-ronmen-tal Concern are iden-tified in Section
     4.17(e)(i)  of  the  Ralston  Disclo-sure Schedule, (ii) all under-ground
stor-age  tanks,  and  the  capacity  and  contents  of such tanks, located on
property  owned  or  leased  by  any  Protein Sub-sid-iary are iden-ti-fied in
Section 4.17(e)(ii) of the Ralston Dis-clo-sure Sched-ule, (iii) except as set
forth  in Section 4.17(e)(iii) of the Ralston Dis-clo-sure Sched-ule, there is
no asbestos con-tained in or forming part of any building struc-ture or office
space owned or leased by any Protein Subsid-iary, and (iv) except as set forth
in Section 4.17(e)(iv) of the Ralston Disclo-sure Schedule, no polychlorinated
biphenyls  (PCB's)  are used or stored at any proper-ty owned or leased by any
Protein  Subsid-iary.

ARTICLE  VSection  .18          Indebtedness     Indebtedness     Indebtedness
                                ------------     ------------     ------------
     Indebtedness.    Section  4.18(a) of the Ralston Disclosure Schedule sets
     ------------
forth  as  of  the  date  of  this  Agreement and, such section of the Ralston
Disclosure  Schedule  as  updated  immediately prior to the Domestic Closings,
sets  forth as of the Ini-tial Com-ple-tion Date, the In-debt-ed-ness of Fiber
Sales  and  PTI.  Except as described in Section 3.1 hereof or as set forth in
Section  4.18(a)  of  the  Ralston  Disclosure  Schedule,  no  other  Pro-tein
Sub-sid-iary  has  any  out-stand-ing In-debt-ed-ness.  Except as set forth in
Sec-tion  4.18(b)  of  the  Ralston  Disclo-sure Sched-ule or as de-scribed in
Section  3.1  hereof, since July 31, 1997, none of the Prote-in Sub-sid-iaries
has in-curred any In-debt-ed-ness, issued any debt secu-ri-ties, expand-ed any
exist-ing  credit  facili-ties  or,  except  for  amounts in the aggregate not
exceeding  $200,000,  as-sumed, guar-an-teed or en-dorsed the obli-ga-tions of
any  other  Person.    Except  as set forth in Sec-tion 4.18(c) of the Ralston
Dis-closure  Sched-ule,  all  In-debted-ness of any Protein Subsid-iary can be
repaid  at  any  time  without prepay-ment penal-ty, premium or ex-pense other
than  normal  breakage  costs  relat-ing  to  LIBOR,  CD or Euro-dollar loans.
Schedule  4.18(d)  of  the  Ralston Disclo-sure Schedule sets forth all of the
capitalized  leases  of  the  Protein  Sub-sid-iaries.

ARTICLE  VSection  .19              Labor and Employment Matters; Col-lec-tive
                                    ------------------------------------------
Bar-gain-ing  Agreements          Labor  and  Employment Matters; Col-lec-tive
     -------------------          --------------------------------------------
Bar-gain-ing  Agreements          Labor  and  Employment Matters; Col-lec-tive
     -------------------          --------------------------------------------
Bar-gain-ing  Agreements          Labor  and  Employment Matters; Col-lec-tive
     -------------------          --------------------------------------------
Bar-gain-ing  Agreements.    Except  as  set  forth  in Section 4.19(a) of the
     -------------------
Ralston  Disclosure Schedule, none of the Prote-in Subsidiaries is a party to,
     -
or  bound  by,  any  collec-tive  bar-gaining  agree-ment,  contract  or other
agree-ment  or  under-standing  with  a  labor union or labor organi-zation or
other  repre-sentative  of employees.  Except as set forth in Sec-tion 4.19(b)
of the Ralst-on Dis-closure Schedule, there is no unfair labor practice charge
     and  no  charge,  claim or complaint or other pro-ceed-ing pend-ing which
Ralston  or  any  Protein  Subsid-iary  has  been served with or otherwise has
knowledge of or, to the knowl-edge of Ralston, threat-ened against any Protein
Subsid-iary  before  the  Nation-al  Labor  Rela-tions  Board,  the U.S. Equal
Employment Opportu-nity Commis-sion, the U.S. Department of Labor or any other
state  or federal Gov-ern-mental Enti-ty re-sponsible for investigating and/or
adjudicat-ing employment discrim-ination or wage and hour claims.  There is no
labor strike, slow-down or stop-page pend-ing or, to the knowledge of Ralston,
threat-ened  against  or affecting any Protein Subsid-iary, nor has there been
any such activity within the past three years.  Except as set forth in Section
4.19(c) of the Ralston Disclosure Sched-ule, there are cur-rent-ly no on-going
col-lec-tive  bar-gain-ing  nego-tia-tions  relat-ing to the em-ployees of any
Protein  Subsid-iary.

ARTICLE  VSection  .20          Acquisition for Investment     Acquisition for
                                --------------------------     ---------------
Investment          Acquisition for Investment     Acquisition for Investment.
 ---------          --------------------------     --------------------------
Each  of  Ralston and Stockholder acknowledge that the Du Pont Shares have not
 --
been registered under the Secu-rities Act, or under any state securities laws.
     Stock-holder is acquir-ing the Du Pont Shares solely for its own ac-count
and  not with a view to any distribution or other disposi-tion of such Du Pont
Shares  or  any  part thereof, or inter-est therein, except in accordance with
the  Securi-ties  Act.    Each  of  Ralston and Stockholder is an "accred-ited
inves-tor"  (as defined in Rule 501 of Regulation D under the Securities Act).

ARTICLE  VSection  .21                 PTIFS Liquidation     PTIFS Liquidation
                                       -----------------     -----------------
PTIFS  Liquidation       PTIFS Liquidation.  Ralston has, or has caused to be,
    --------------       -----------------
taken  the  actions  set  forth  in  Section  4.21  of  the Ralston Disclosure
Schedule.



ARTICLE  VI
          REPRESENTATIONS  AND  WARRANTIES  OF  DU  PONT
          AND  THE  DU  PONT  MERGER  SUBSIDIARIES

               Du  Pont  and  the  Du  Pont  Merger  Subsidiaries, jointly and
severally,  repre-sent  and  war-rant  to Stock-holder and Ralston as follows:

ARTICLE  VISection .10          Organization     Organization     Organization
                                ------------     ------------     ------------
     Organization.    Each of Du Pont and the Du Pont Merger Subsidiaries is a
     ------------
corpo-ra-tion duly orga-nized, validly existing and in good standing under the
laws  of the State of Delaware and has all requi-site corporate or other power
and  au-thority  and  all  necessary governmen-tal approvals to own, lease and
oper-ate  its properties and to carry on its business in all material respects
as  now  being  conducted.

ARTICLE  VISection  .11                    Capitalization       Capitalization
                                           --------------       --------------
Capitalization       Capitalization.  The autho-rized capital stock of Du Pont
         -----       --------------
consists  of (i) 1,800,000,000 shares of Du Pont Common Stock, par value $0.30
per  share,  of  which,  as  of June 30, 1997, 1,155,282,028 shares of Du Pont
Common  Stock were issued and out-stand-ing (in-clud-ing shares held by the Du
Pont Flexitrust) and no shares of Du Pont Common Stock were issued and held in
     the  trea-sury of Du Pont; and (ii) 23,000,000 Du Pont Pre-ferred Shares,
of which as of June 30, 1997, 1,672,594 shares of the $4.50 series were issued
and  out-stand-ing  and  700,000  shares  of  the $3.50 series were issued and
outstanding.    All  the issued and out-stand-ing shares of Du Pont's capi-tal
stock  are,  and  all Du Pont Shares to be issued pursu-ant to this Agree-ment
will  be,  when issued in accor-dance with the terms hereof, duly autho-rized,
valid-ly is-sued, fully paid and nonas-sessable and not issued in violation of
statu-tory  or  contrac-tual  preemp-tive  or  similar  rights.

ARTICLE  VISection  .12                    Authorization         Authorization
                                           -------------         -------------
Authorization          Authorization.   Each of Du Pont and the Du Pont Merger
           --          -------------
Subsidiaries  has the requisite corpo-rate power and authority to exe-cute and
deliv-er  this  Agreement  to  per-form its respective obligations hereun-der.
The  execu-tion  and  deliv-ery of this Agree-ment and the perfor-mance of its
respective  obliga-tions hereun-der have been duly and valid-ly autho-rized by
the  Board  of  Direc-tors  of  each  of  Du  Pont  and  the  Du  Pont  Merger
Subsidiaries;  each  of  the  Boards  of  Direc-tors  of  the  Du  Pont Merger
Subsidiaries  has  recom-mended  to  Du  Pont  that it adopt this Agreement in
accor-dance  with  the  DGCL; and concur-rently with the execution here-of, Du
Pont  is  adopt-ing  this Agreement as the sole stock-holder of each of the Du
Pont Merger Subsidiaries in accor-dance with the DGCL.  No other pro-ceed-ings
     on  the  part  of  either  Du Pont or the Du Pont Merger Subsidiaries are
neces-sary  to  autho-rize  the execu-tion, deliv-ery and per-formance of this
Agree-ment and the con-summa-tion of the trans-ac-tions con-tem-plated hereby.
This  Agree-ment  has been duly exe-cuted and deliv-ered by Du Pont and the Du
Pont  Merger Subsidiaries, as the case may be, and consti-tutes, assum-ing due
and  valid  authori-za-tion,  execu-tion  and  delivery  of  this Agreement by
Ralston,  Stockhold-er  and  the  Protein  Subsidiaries,  a valid and bind-ing
obli-ga-tion  of  each  of  Du  Pont  and  the  Du  Pont  Merger  Subsidiaries
en-force-able  against  such  Persons  in  accor-dance  with  its  terms.

ARTICLE  VISection  .13                 Consents and Approvals; No Viola-tions
                                        --------------------------------------
Consents  and  Approvals;  No  Viola-tions          Consents and Approvals; No
    --------------------------------------          --------------------------
Viola-tions          Consents  and  Approvals;  No Viola-tions.  Except (a) as
    -------          -----------------------------------------
disclosed  in  Section  5.4  of the dis-clo-sure schedule of Du Pont delivered
    ---
concurrently  -with  the  execution  and  delivery  by Du Pont and the Du Pont
Merger  Subsidiaries  of this Agree-ment, (b) for the requisite fil-ings under
the DGCL, (c) for the requisite filings and wait-ing periods under the HSR Act
     and  (d)  in  the  case  of the Regis-tra-tion Rights Agree-ment, for the
fil-ings,  per-mits,  autho-ri-za-tions,  con-sents  and ap-prov-als as may be
required  under,  and  other appli-cable re-quire-ments of, the Securities Act
and state secu-ri-ties or blue sky laws, nei-ther the execu-tion and deliv-ery
nor the per-for-mance by either Du Pont or the Du Pont Merger Subsid-iaries of
their respective obliga-tions hereun-der nor com-pli-ance by Du Pont or the Du
Pont Merger Subsidiaries with any of the provi-sions hereof will (i) con-flict
with  or  result  in  any  breach  of  any  provi-sion  of the certifi-cate of
incorpora-tion  or  by-laws  of  either  Du  Pont  or  the  Du  Pont  Merger
Subsidiaries,  (ii)  re-quire  any  filing  with, or per-mit, authori-za-tion,
con-sent  or  approv-al of, any Gov-ern-mental Enti-ty (other than such of the
foregoing  as  are  required  because  of  the  legal or regulato-ry status of
Ralston  or  any  Subsidiary thereof, including any Protein Subsidiary, or any
facts pertaining to such Per-sons), (iii) result in a viola-tion or breach of,
or  con-sti-tute  (with  or  without  due  notice  or lapse of time or both) a
de-fault  (or  give  rise  to  any  right  of termi-na-tion, can-cella-tion or
accel-era-tion)  under,  any  of  the  terms, conditions or provi-sions of any
note,  bond,  mort-gage,  inden-ture,  lease, li-cense, con-tract, agree-ment,
com-mit-ment,  understanding  or  other in-strument or obliga-tion to which Du
Pont  or any of its Subsid-iaries is a party or by which any of them or any of
their re-spective prop-er-ties, assets or rights may be bound or (iv) vio-late
any  order,  writ,  injunc-tion,  judg-ment,  de-cree,  settle-ment,  law,
ordi-nance,  stat-ute, rule, regu-la-tion or other gov-ern-men-tal approval or
autho-riza-tion  (feder-al, state, local or foreign) appli-ca-ble to Du -Pont,
any  of  its Sub-sid-iar-ies or any of their re-spec-tive prop-er-ties, assets
or  rights,  ex-cluding from the fore-go-ing claus-es (ii), (iii) and, insofar
as  laws,  statutes,  rules  and  regula-tions  are  concerned,  (iv)  such
viola-tions,  breach-es  or de-faults which would not, indi-vidually or in the
aggre-gate,  have  a  Material Adverse Effect on Du Pont and its Subsid-iaries
taken  as  a  whole.

ARTICLE  VISection  .14          SEC Reports and Financial State-ments     SEC
                                 -------------------------------------     ---
Reports  and  Financial  State-ments     SEC Reports and Financial State-ments
 -----------------------------------     -------------------------------------
     SEC  Reports  and  Financial State-ments.  As of their re-spec-tive dates
     ----------------------------------------
or,  if  amend-ed,  as  of  the  date of the last such amend-ment, none of the
forms,  re-ports,  sched-ules,  state-ments and other documents required to be
filed  by Du Pont since December 31, 1995 under the Ex-change Act (ex-cluding,
however,  any finan-cial state-ments or sched-ules in-clud-ed therein) did not
contain  any  untrue state-ment of a material fact or omit to state a material
fact  required  to  be  stated  therein  or  neces-sary  in  order to make the
state-ments  therein,  in  light  of the circum-stanc-es under which they were
made,  not  mis-leading.   The finan-cial state-ments of Du Pont in-clud-ed in
the  Du  Pont  SEC Docu-ments have been pre-pared from, and are in accor-dance
with,  the  books  and records of Du Pont and its Subsid-iaries, comply in all
mate-rial  re-spects with appli-ca-ble ac-count-ing require-ments and with the
published  rules  and  regula-tions of the SEC with respect thereto, have been
prepared  in  accor-dance  with GAAP ap-plied on a consistent basis during the
peri-ods  involved  (except  as  may  be indicat-ed in the notes there-to) and
fairly  pres-ent  the  con-sol-i-dat-ed  finan-cial  posi-tion,  re-sults  of
opera-tions,  cash flows and changes in finan-cial position of Du Pont and its
Sub-sid-iaries  as  of the re-spec-tive dates and for the respec-tive peri-ods
set  forth  therein.

ARTICLE  VISection  .15            No Prior Activities     No Prior Activities
                                   -------------------     -------------------
     No  Prior Activities     No Prior Activities.  None of the Du Pont Merger
     --------------------     -------------------
Subsidiaries  has  incurred  any liabili-ties or obligations or engaged in any
transactions,  except  those  incurred  in connection with its organization or
with  the  negotiation  and  consum-mation  of  this  Agree-ment  and  the
trans-actions  contem-plated  hereby.

ARTICLE  VISection  .16            Compliance with Securities Laws; Absence of
                                   -------------------------------------------
Changes     Compliance with Securities Laws; Absence of Changes     Compliance
   ----     ---------------------------------------------------     ----------
     with  Securities  Laws; Absence of Changes     Compliance with Securities
     ------------------------------------------     --------------------------
Laws;  Absence  of  Changes.  Since Decem-ber 31, 1996, Du Pont has filed, and
 --------------------------
until  the  Initial  Comple-tion  Date  will  continue  to file, all materi-al
 -
reports  required  by  the  Exchange  Act  to be filed by it and such re-ports
 -
com-plied  in  all  material  respects  with  the  appli-cable  disclosure
 -
re-quirements  of  the securities laws.  Since December 31, 1996, to Du Pont's
 -
knowledge,  there  have  not  occurred  any  events  or changes (including the
occur-rence  of  any  liabilities  of  any  nature) whether or not ac-crued or
contingent, which could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect on Du Pont and its Subsidiaries, taken as
a  whole.

ARTICLE  VISection .17          Acquisition for Investment     Acquisition for
                                --------------------------     ---------------
Investment          Acquisition for Investment     Acquisition for Investment.
----------          --------------------------     --------------------------
Each  of  Du  Pont  and  the  Du Pont Merger Subsidiaries acknowledge that the
---
Shares  have not been registered under the Securi-ties Act, or under any state
---
securities  laws.   Du Pont is acquiring the Shares solely for its own account
and not with a view to any distribution or other disposition of such Shares or
     any  part  thereof,  or  inter-est therein, except in accordance with the
Securities  Act.


ARTICLE  VII                    COVENANTS          COVENANTS         COVENANTS
          COVENANTS

ARTICLE  VIISection  .10                    Interim Operations of the Pro-tein
                                            ----------------------------------
Subsidiaries       Interim Operations of the Pro-tein Subsidiaries     Interim
           -       -----------------------------------------------     -------
Operations of the Pro-tein Subsidiaries     Interim Operations of the Pro-tein
 --------------------------------------     ----------------------------------
     Subsidiaries.    Each  of  Ralston,  Stockhold-er  and  the  U.S. Protein
     ------------
Subsidiaries  cove-nant and agree that, except (i) as ex-press-ly contemplated
     --
by this Agree-ment or as described in Sections 3.1 through 3.6 or 6.14 of this
Agreement,  (ii)  as  set  forth  in Sec-tion 6.1 of the Ralst-on Dis-clo-sure
Sched-ule  or  (iii)  as con-sented to by Du -Pont in writ-ing, after the date
here-of, and until the acquisi-tion of all of the Protein Sub-sidiaries or any
termina-tion of this Agree-ment pursuant to Section 8.1 hereof; provid-ed that
                                                                --------- ----
the  follow-ing  restric-tions  shall  cease  to  apply  with  respect  to any
particu-lar  Protein  Subsidiary  after  its  acqui-sition  by  Du  Pont:

 (a)          the business of the Protein Subsidiaries shall be conducted only
     in  the  ordinary  and  usual  course  of  business  and,  to  the extent
consistent  there-with, each Protein Subsid-iary shall use its reasonable best
efforts  to  preserve  its  business  orga-ni-zation  intact  and maintain its
existing  rela-tions  with  custom-ers,  suppliers,  employ-ees, creditors and
business  part-ners;

 (b)             none of the Protein Subsidiaries shall amend their respective
certificates  of  incorporation  or  by-laws;

 (c)          none of the Protein Subsidiaries shall:  (i) de-clare, set aside
     or pay any divi-dend or other distribu-tion pay-able in stock or property
(other  than  in  cash)  with  re-spect  to its capital stock or (ii) re-deem,
pur-chase or other-wise ac-quire di-rectly or indi-rectly any of its shares of
capital  stock;

 (d)                 none of the Protein Subsidiaries shall:  (i) issue, sell,
pledge,  dispose  of  or  encumber  any  addition-al  shares of, or securities
convert-ible  into  or  exchange-able  for,  or  options,  war-rants,  calls,
commit-ments or rights of any kind to ac-quire any shares of, capital stock of
     any  class  or  any  other  secu-rities  (in-cluding  Voting Debt) of any
Prote-in  Sub-sidiary;  (ii)  amend  the  terms  of  any  such  secu-rities or
agree-ments  outstanding  on  the  date  hereof;  or  (iii)  split, combine or
reclassify  any  of  its  shares  of  capital  stock;

 (e)                  none of the Protein Subsidiaries shall trans-fer, lease,
li-cense, sell, mort-gage, pledge, dispose of, or encumber any material assets
     or fail to maintain such assets in such operating condi-tion as they were
at  the  date  hereof,  ordinary  wear  and  tear  excepted;

 (f)             none of the Protein Subsidiaries or Ralston shall:  (i) grant
any increase in the com-pen-sation payable or to become payable by any Protein
     Sub-sidiary to any of its executive officers or vice presidents except in
accordance  with  existing written policies; (ii) (A) adopt any new, (B) amend
or  other-wise  in-crease,  or (C) accel-erate the pay-ment or vest-ing of the
amounts  pay-able or to become payable under, any exist-ing, bonus, incen-tive
com-pensa-tion,  de-ferred  compen-sa-tion, sever-ance, profit shar-ing, stock
op-tion,  stock pur-chase, insurance, pen-sion, retire-ment or other employ-ee
bene-fit  plan  agree-ment  or  ar-range-ment;  or  (iii)  enter  into  any
em-ploy-ment  or  sever-ance agreement with or, except in accor-dance with the
existing  written policies of any Protein Sub-sidiary or applicable law, grant
any  sever-ance or termi-na-tion pay to any offi-cer, direc-tor or employee of
any  Protein  Subsid-iary;

 (g)                  none of the Protein Subsidiaries shall modi-fy, amend or
terminate  any  of its mate-rial Company Contracts or waive, release or assign
any  mate-rial  rights  or  claims;

 (h)                none of the Protein Subsidiaries shall permit any material
insurance  policy  naming  it  as  a beneficiary or a loss payable payee to be
cancel-led  or  terminated  without  notice  to  Du  Pont;

 (i)          none of the Protein Subsidiaries shall:  (i) incur or assume any
     long-term Indebted-ness (other than for amounts owed to any other Protein
Subsid-iary),  or incur or assume any short-term In-debted-ness in amounts not
in  the  ordi-nary  course  of business consis-tent with past prac-tice (other
than  for amounts owed to any other Protein Subsid-iary) the proceeds of which
will  be  used to repay exist-ing inter-company Indebtedness of the Busi-ness;
(ii)  as-sume,  guar-an-tee,  en-dorse  or  other-wise  become  liable  or
respon-sible  (wheth-er  di-rectly,  contin-gently  or  otherwise)  for  the
obli-ga-tions  of  any  other  Person  other  than  any  wholly  owned Protein
Subsid-iary;  (iii) enter into any capitalized leases; or (iv) make any loans,
ad-vanc-es  or  capi-tal  con-tribu-tions  to,  or  invest-ments in, any other
Person  (other  than  to  any  other Protein Subsidiary) except for travel and
expense ad-vances to employees in the ordinary course of busi-ness consis-tent
with  past  prac-tice; provided that PTI and Fiber Sales may incur third party
                       -------- ----
In-debt-edness  in  an amount equal to their respective existing Indebt-edness
owed  to  Stock-holder  the  proceeds  of  which  are  used  to  repay  such
inter-com-pa-ny In-debt-edness, so long as any such third party In-debted-ness
so  in-curred  (A)  shall  not  breach the repre-senta-tion and war-ran-ty set
forth  in  Sec-tion  4.18  hereof  and  (B)  shall  be  on  terms,  and  all
docu-menta-tion  relat-ing  thereto  shall  be,  rea-son-ably acceptable to Du
Pont;

 (j)               none of the Protein Subsidiaries shall ac-quire or agree to
acquire  by  merg-ing  or  consoli-dating  with, or by purchasing any material
portion  of  the stock or assets of, or by any other man-ner, any busi-ness or
any corpo-ra-tion, partner-ship, asso-ciation or other busi-ness orga-nization
     or  division  there-of;

 (k)                  none of the Protein Subsidiaries shall change any of the
accounting  methods  used  by  it,  unless  required  by  GAAP;

 (l)           none of the Protein Subsidiaries shall adopt a plan of complete
or  partial liquida-tion, dissolu-tion, merger, consolidation, restruc-turing,
recapitaliza-tion  or  other  reor-ganization of any Protein Subsidiary (other
than  the  Merg-ers,  the  Foreign  Exchanges  and the PTIFS Liqui-d-ati-on-);

 (m)          none of the Protein Subsidiaries shall take, omit to take, agree
     to  take,  or  agree  not  to  take, any action that would:  (i) make any
repre-sen-ta-tion  or  warran-ty  of  Ralston,  Stockholder  or  the  Protein
Subsid-iaries  con-tained  herein inac-cu-rate in any respect at, or as of any
time  prior  to, the Effective Time or (ii) cause or be rea-son-ably likely to
result  in  any  of  the condi-tions set forth in Article VII hereof not being
satisfied  or  materi-ally  impair  the  ability  of Ralston, Stockholder, the
Protein  Subsidiaries,  Du  Pont  or  the  Du  Pont  Merger  Subsidiaries  to
con-sum-mate  the  trans-ac-tions  contemplat-ed  by this Agree-ment or by the
Foreign  Exchange  Agreements;

 (n)          none of the Protein Subsidiaries shall effec-tu-ate (i) a "plant
closing"  as defined in the Worker Adjust-ment and Retraining Notification Act
(the  "WARN  Act") af-fecting any site of employment or one or more facilities
       ---------
or  operating  units within any site of employ-ment or facility of any Protein
Subsidiary  or  ii)  a  "mass layoff" as defined in the WARN Act affecting any
site of employment or one or more facilities of any Protein Subsidiary, except
     in  either  case,  after  complying  fully  with  the  notice  and  other
requirements  of  the  WARN  Act;

 (o)       none of the Protein Subsidiaries shall set-tle, compromise or waive
     any  claim  for  Taxes  or  make  any  material  Tax election which could
adversely  affect the liability for Taxes of any Protein Subsidiary follow-ing
the  applicable  Domestic  Closing  or  Foreign  Closing,  as the case may be;

 (p)        other than for transfers of cash, cash equiv-a-lents and inventory
in  the  ordinary  course  consis-tent  with past practice, no assets shall be
transferred  by any U.S. Protein Subsidiary to any Foreign Protein Subsid-iary
or by any Foreign Protein Subsidiary to any other For-eign Protein Sub-sidiary
     and no liabilities of any Foreign Protein Subsid-iary shall be assumed by
any U.S. Protein Subsid-iary or any other Foreign Protein Subsidiary except by
opera-tion  of  law  in  the  ordinary  course;  and

 (q)           none of the Protein Subsidiaries shall enter into an agreement,
contract,  commitment  or  arrange-ment  to  do  any  of  the foregoing, or to
autho-rize,  recom-mend,  propose  or  announce an inten-tion to do any of the
foregoing;

     provided,  however, that the foregoing shall not prohibit the transfer by
     --------   -------
any  Protein  Subsidiary to Ralston or any of its Subsidiaries (other than any
Prote-in  Subsid-iary)  of  the  Ex-cluded  Assets  in  a  manner  reasonably
acceptable  to  Du  Pont  after  at least five (5) business days' notice prior
thereto.

ARTICLE  VIISection  .11                   Access; Confidentiality     Access;
                                           -----------------------     -------
Confidentiality          Access;  Confidentiality     Access; Confidentiality.
          -----          ------------------------     -----------------------

 (a)       Upon reasonable notice, Ralston shall, and shall cause each Protein
     Subsidiary  to,  afford  to  the  offi-cers,  em-ploy-ees,  accountants,
counsel,  financing  sources and other repre-sentatives of Du Pont, reasonable
access,  during  normal  business  hours,  to  all  of  the properties, books,
con-tracts,  com-mit-ments  and records of such Protein Subsidiary and, during
such  peri-od,  Ralston  shall,  and  shall cause each Protein Sub-sidiary to,
fur-nish  prompt-ly  to  Du Pont all infor-ma-tion con-cern-ing the busi-ness,
prop-er-ties  and  person-nel  of  such  Protein  Sub-sidiary  as  Du Pont may
reasonably re-quest (includ-ing, without limitation, any information relat-ing
to  Taxes  and  Tax  Returns  of  such Protein Subsidiary).  Unless other-wise
re-quired  by  law  and  until the Effec-tive Time, Du Pont will hold any such
informa-tion  which  is  nonpublic  in  confi-dence  in  accor-dance  with the
provi-sions  of  a  letter  agreement  dated  July  18,  1997  (the
"Con-fiden-ti-al-ity  Agree-ment")  between  Ralston  and  Du  Pont.
                   -------------

 (b)         Following the Effec-tive Time, Ralston and Stockholder shall, and
shall  cause  their  respective  Sub-sid-iar-ies  to,  hold in confi-dence all
infor-mation  relating  to  the  Protein Subsidiar-ies, other than information
relating  to  the  Excluded  Assets,  to  the  same  extent  as  cur-rently is
appli-ca-ble  to  Du  Pont  pursu-ant  to the Confi-den-ti-al-i-ty Agree-ment;
provid-ed  that  the  foregoing  obligations  of Ralston and Stockholder shall
    -----  ----
terminate  (except  with  respect  to  techni-cal  information  and/or results
obtained,  directly  or  indi-rectly,  pursuant  to  the  Confidentiality  and
Evalu-a-tion Agreement, dated August 9, 1994, between PTI and Du Pont, and any
     Intellectual  Property  relating  thereto,  including  that  Intellectual
Property  relat-ing to new soy bean variet-ies developed by Du Pont for use in
iso-lated  soy  protein  and fiber products, with re-spect to which they shall
continue  indefi-nite-ly  without  limi-tation) two years following Effec-tive
Time.

ARTICLE  VIISection  .12               Consents and Approvals     Consents and
                                       ----------------------     ------------
Approvals          Consents  and  Approvals          Consents  and  Approvals.
      ---          ------------------------          ------------------------

 (a)         Upon the terms and subject to the condi-tions of this Agree-ment,
each  of  Ralston,  Ralston's Subsidiaries, the Pro-tein Subsidiaries, Du Pont
and the Du Pont Merger Subsid-iaries shall use its reasonable best ef-forts to
     take, or cause to be taken, all ac-tions, and to do, or cause to be done,
all  things  neces-sary,  proper  or  advis-able  under  appli-ca-ble laws and
regulations  to con-summate and make effective the transac-tions contem-plated
by  this  Agree-ment,  includ-ing  with  respect  to  the  Asset Transfers, as
promptly  as  practi-cable including, but not limited to, (i) the prepa-ration
and  filing  of  all  appli-cable  forms  under  the  HSR  Act,  re-quired  in
connec-tion  with  the  per-formance  of this Agree-ment and the transac-tions
contem-plated  hereby,  (ii)  the prepa-ra-tion and filing of all other forms,
registra-tions  and  notices  re-quired  to  be  filed  to  consum-mate  the
trans-ac-tions  contem-plated  hereby  and  the taking of such ac-tions as are
neces-sary  to  obtain any requisite approv-als, consents, orders, exemp-tions
or  waivers  by  any  third party or Governmental Entity and (iii) causing the
satis-fac-tion  of all condi-tions set forth in Article VII here-of; provided,
                                                                     --------
howev-er,  that  the  forego-ing  will not re-quire (x) Du Pont or the Du Pont
--------
Merger  Subsidiaries or any other Sub-sidiary of Du Pont to accept or offer to
---
accept  an  order  pro-vid-ing  for  the  dives-titure by Du Pont, the Du Pont
Merger  Subsid-iar-ies,  any  other  Subsidiary  of  Du  Pont  or  any Protein
Sub-sid-iary  of  any  por-tion  of  the busi-ness-es, as-sets, opera-tions or
prop-er-ties  of Du Pont, any Subsidiary of Du Pont or any Protein Subsid-iary
other  than  an  immaterial  portion  of  the  Business  owned  by the Protein
Subsidiaries, or (y) Du Pont or the Du Pont Merger Subsid-iaries to be willing
to  accept  any other condi-tions, re-stric-tions, limita-tions or agree-ments
materi-ally affecting Du Pont's or any Du Pont Merger Subsidiary's full rights
of  owner-ship  of  the  Business  and  of the Protein Subsidiaries (except as
permitted  by  clause  (x) above), and none of the Protein Subsid-iaries shall
accept  any  such  order,  condi-tion,  restriction, limita-tion or agree-ment
without Du Pont's prior written approval.  Ralston and Du Pont shall prompt-ly
con-sult  with the other with re-spect to, provide any neces-sary informa-tion
with  re-spect  to  and  pro-vide  the  other (or its coun-sel) copies of, all
fil-ings  made by such party with any Gov-ernmental Entity in con-nection with
this  Agree-ment,  the  Foreign  Exchange  Agree-ments  and the trans-ac-tions
contem-plated  hereby  and  there-by.

 (b)              Each of the parties hereto fur-ther agree, with respect to a
threat-ened  or pending pre-limi-nary or perma-nent injunction or other order,
decree  or ruling or statute, rule, regu-lation or execu-tive order that would
adversely  affect  the  ability  of  the  parties  hereto  to  per-form  their
respective  obliga-tions  hereunder  and  con-sum-mate  the  trans-ac-tions
con-tem-plat-ed  here-by, to use their re-spec-tive rea-son-able best ef-forts
to  pre-vent  the  entry, enactment or promul-ga-tion thereof, as the case may
be.

 (c)               Each of the parties hereto shall prompt-ly inform the other
parties  hereto  of  any material communi-cation from any Govern-mental Entity
regarding  any  of  the  trans-actions con-tem-plat-ed here-by.  If any of the
parties  hereto  re-ceives  a  re-quest  for  addi-tional  infor-ma-tion  or
documen-ta-ry  materi-al  from  any  Governmental  Entity  with respect to the
trans-ac-tions  contemplated  hereby,  then  such party will endeav-or in good
faith  to  make,  or  cause to be made, as soon as reasonably practi-cable and
after  consulta-tion with Du Pont (in the case of Ralston, Stock-holder or the
Protein Subsidiaries) or Ralston (in the case of Du Pont or the Du Pont Merger
     Subsid-iaries),  an  appro-pri-ate  re-sponse  in  com-pli-ance with such
request.

ARTICLE  VIISection  .13            No Solicitation     No Solicitation     No
                                    ---------------     ---------------     --
Solicitation      No Solicitation.  None of Ralston, Stock-holder, the Protein
   ---------      ---------------
Subsidiaries  or  any  of  their  re-spec-tive  affil-i-ates,  or any of their
respec-tive  offi-cers,  direc-tors, employ-ees, repre-senta-tives and agents,
includ-ing,  but  not  limited  to,  finan-cial  advi-sors,  attor-neys  and
ac-coun-tants,  shall,  di-rect-ly  or  indirect-ly,  encour-age,  solic-it,
partici-pate  in  or initi-ate dis-cus-sions or nego-tiations with, or provide
any  information  to, any Person (other than Du Pont, any of its affiliates or
representa-tives)  con-cern-ing  any Acqui-sition Proposal (as defined below).
For  pur-poses  of this Agree-ment, "Acquisi-tion Proposal" means any offer or
                                     ---------------------
proposal for a merger, con-sol-i-da-tion, recap-i-tal-iza-tion, liqui-da-tion,
     tender  offer,  ex-change  offer,  sale  of  as-sets outside the ordinary
course  of  business, sale of shares of capi-tal stock or debt secu-ri-ties or
similar  transac-tions  involv-ing  any  Protein  Subsid-iary,  division  or
operat-ing  or  principal  busi-ness  unit  of  the  Business,  other than the
transactions  contem-plated  by  this  Agree-ment.    Stock-holder  will
imme-di-ately  cease any exist-ing activ-ities, dis-cus-sions or negotia-tions
with  any  Person  conducted  hereto-fore  with  respect  to  any Acquisi-tion
Propos-al.

ARTICLE  VIISection  .14             Brokers or Finders     Brokers or Finders
                                     ------------------     ------------------
Brokers  or  Finders          Brokers  or  Finders.
--------------------          --------------------

 (a)              Each  of  Du  Pont and Ralston represents, as to itself, its
Sub-sid-iaries  and its affiliates, that no agent, broker, invest-ment banker,
financial  advisor  or  other  firm  or  Person  is or will be entitled to any
brokers' or finder's fee or any other commis-sion or similar fee in connection
     with  any of the transac-tions contemplated by this Agree-ment except for
financial  advisory  fees  payable  to  J.P. Morgan & Co. by Ralston and to BT
Wolfensohn  by  Du  Pont;  and

 (b)       Each of Du Pont and Ralston agrees to indem-nify and hold the other
     harm-less  from  and  against  any  and  all  claims,  liabilities  or
obliga-tions  with  respect  to  any  other  fees,  commis-sions  or  expenses
as-serted  by any Person on the basis of any act or state-ment alleged to have
been  made  by  such  party  or  its  affili-ates.

ARTICLE  VIISection  .15             Further Assurances     Further Assurances
                                     ------------------     ------------------
Further  Assurances          Further  Assurances.    If  at any time after the
-------------------          -------------------
Effec-tive Time any further action is necessary or desir-able to carry out the
---------
     purpos-es  of  this  Agreement,  the proper officers and directors of the
parties  hereto  shall  use  all rea-son-able ef-forts to take, or cause to be
taken,  all  such  necessary  ac-tions.

ARTICLE  VIISection  .16                 Publicity     Publicity     Publicity
                                         ---------     ---------     ---------
Publicity.    The  initial press release with respect to the execution of this
    -----
Agreement  shall  be a joint press release accept-able to Du Pont and Ralston.
There-after, so long as this Agreement is in ef-fect, neither Ralston, Du Pont
     nor  any  of  their  re-spec-tive  affil-iates  shall  issue or cause the
publica-tion  of  any press release or other announcement with respect to this
Agree-ment  and  the  trans-actions  con-tem-plated  hereby with-out the prior
consulta-tion  of  the other party, except as may be required by law or by any
list-ing  agree-ment with a na-tional secu-ri-ties exchange or trading market;
provid-ed,  however, that nothing con-tained in the forego-ing shall limit the
---------   -------
contents  of  any  meet-ings  or  dis-cus-sions  with  ana-lysts,  industry
partici-pants,  members  of  the  press  or  interview-ers.

ARTICLE  VIISection  .17                    Notification  of  Certain  Matters
                                            ----------------------------------
Notification  of  Certain  Matters          Notification  of  Certain  Matters
          ------------------------          ----------------------------------
Notification  of Certain Matters.  Ralston shall give prompt notice to Du Pont
      --------------------------
and  Du  Pont  shall  give prompt notice to Ralston, of (i) the occur-rence or
non-occurrence  of  any  event of which such notifying party has knowledge the
occur-rence  or  non-occur-rence  of which would cause any repre-senta-tion or
warranty  contained  in  this  Agreement  to  be  untrue or inaccu-rate in any
material  respect  at  or  prior to the Effec-tive Time and (ii) any mate-rial
failure  of  Ralston,  Stockhold-er  or  the Protein Subsidiar-ies (on the one
hand)  or  Du Pont or the Du Pont Merger Subsid-iaries (on the other hand), as
the  case  may  be,  to  comply  with  or satis-fy any cove-nant, condition or
agree-ment  to  be  com-plied  with  or  satisfied by it hereun-der; provided,
                                                                     --------
howev-er,  that the delivery of any notice pursu-ant to this Section 6.8 shall
     ---
not limit or other-wise affect the reme-dies avail-able hereunder to the party
     receiving  such  notice.

ARTICLE  VIISection  .18                 Employee Matters     Employee Matters
                                         ----------------     ----------------
Employee  Matters          Employee  Matters.
    -------------          -----------------

 (a)              Continuation  of  Employ-ment.
                  -----------------------------

(i)              Effec-tive  as  of the Initial Comple-tion Date, Du Pont will
contin-ue  the  em-ploy-ment  with  any  U.S.  Pro-tein  Sub-sid-iary  of  all
employees  of  such  U.S.  Pro-tein  Sub-sid-iary  (A) who are en-gaged in the
operation  of  the  Busi-ness  and who are active-ly at work as of the Initial
Comple-tion  Date, or (B) who are on an approved leave of absence from ac-tive
em-ployment,  in-cluding,  but  not  limit-ed  to,  leave  due to a short-term
dis-ability or sick-ness, leave under the Family and Medi-cal Leave Act (FMLA)
     or a leave or layoff with re-call rights under a collec-tive bar-gain-ing
agreement but (C) excluding those em-ployees who, as of the Initial Completion
Date, are receiving long-term disabil-ity bene-fits pursu-ant to any em-ployee
pension  or  wel-fare  benefit  plan  and  program  of  Ralston  or any of its
Subsid-iar-ies  which  provides  disabili-ty  bene-fits  and  further  (D)
ex-clud-ing  those  em-ployees  listed  in  Section  6.9(a)  of  the  Ralston
Dis-closure  Schedule  (the  "Dairy  Food Em-ploy-ees").  All em-ploy-ees of a
                              -----------------------
U.S.  Pro-tein  Sub-sid-iary  whose  employ-ment  is  con-tin-ued immedi-ately
follow-ing  the  Ini-tial  Comple-tion  Date are here-inaf-ter re-ferred to as
"Trans-ferred  Employ-ees".  Du Pont and the U.S. Pro-tein Subsid-iaries shall
   ----------------------
retain  and  be  solely re-sponsi-ble for any rein-statement or reem-ploy-ment
claims  made  by  any  Trans-ferred  Employee  pursu-ant  to  any  collec-tive
bar-gain-ing  agree-ment,  or  employment  agree-ment  or  applicable  law.
Notwithstanding the forego-ing, except as may be re-quired by applica-ble law,
employment agreement or collective bar-gaining agree-ment, Du Pont may cause a
U.S.  Protein  Subsid-iary  to  terminate  the employ-ment of any Trans-ferred
Employee  at  any  time  on  or  after  the  Initial  Comple-tion  Date.

(ii)         Effective as of the Foreign Closing Date appli-cable with respect
to each Foreign Protein Subsid-iary, Du Pont will continue the employment with
     each  such  For-eign Protein Subsidiary of all employees of such For-eign
Protein Subsid-iary and will cause the Foreign Protein Subsidiary to con-tinue
to  satisfy  any obliga-tions of such Foreign Protein Subsidiary to its former
employ-ees.    Such  current and former employees shall be defined as "Foreign
                                                                       -------
Employees".    Notwith-stand-ing  the  foregoing, except as may be required by
  -------
appli-cable law, employment agreement or collective bargain-ing agree-ment, Du
  -
Pont may cause a Foreign Protein Subsidiary to terminate the employment of any
Foreign Employee at any time on or after the applica-ble Foreign Closing Date.

(iii)        Ralston and Du Pont shall cooperate in trans-fer-ring, as soon as
practicable  following the appli-cable Foreign Closing Date, the employment of
each  em-ployee  of  a  Ralston Subsid-iary who is engaged in con-duct-ing the
Business  to a Foreign Protein Subsidiary  ("Trans-ferred Foreign Employees").
                                             ------------------------------
     The  effective date of transfer of such employees shall be de-fined, with
respect  to  each  such  employee,  as  the  "Foreign  Transfer  Date".
                                              -----------------------

(iv)           The Transferred Employees, Foreign Em-ploy-ees and Trans-ferred
Foreign  Employees shall be collec-tively herein-after referred to as "Protein
                                                                       -------
Em-ployees".    The  Initial  Completion  Date  with  respect  to  Transferred
----------
Employees,  the  applicable  Foreign Closing Date with respect to each Foreign
--------
Employee  and  the  applicable Transfer Date with respect to each Trans-ferred
--
Foreign  Employee  shall  be  hereinafter referred to as the "Trans-fer Date".
--                                                            --------------

(v)       Prior to the Initial Completion Date, Ralston shall cause Ralston or
     a Ralston Subsidiary which is not a Protein Subsidiary to hire each Dairy
Food  Em-ployee  and  to offer com-pen-sa-tion (includ-ing base salary or wage
rate,  vari-able com-pen-sation and long-term compen-sa-tion) and bene-fits to
the Dairy Food Em-ployees sub-stan-tially similar, in the aggre-gate, to those
provided  to  such  Dairy  Food Em-ploy-ees immedi-ately prior to the Ini-tial
Completion  Date.

 (b)        Com-pensation and Benefits.  As of the appli-cable Trans-fer Date,
            --------------------------
Du  Pont shall or shall cause, as appli-ca-ble, the Protein Subsid-iaries or a
Subsidiary of Du Pont to offer com-pen-sa-tion (includ-ing base salary or wage
     rate,  vari-able  com-pen-sation  and  long-term  compen-sa-tion)  and
bene-fits  to  the  Protein  Em-ployees  sub-stan-tially  similar,  in  the
aggre-gate,  to those provid-ed to such Protein Em-ploy-ees immedi-ately prior
to  the  appli-ca-ble  Transfer  Date; pro-vided that any employee or retir-ee
                                       --------- ----
bene-fits provid-ed to Protein Em-ploy-ees may be pro-vided under exist-ing or
newly  estab-lished  employee  bene-fit  plans  which may, in ei-ther case, be
em-ploy-ee  benefit  plans  of  Du  Pont, a Subsidiary of Du Pont or a Protein
Subsidiary  (any  such  em-ployee  benefit  plan  in  which Protein Employ-ees
partici-pate,  the  "Appli-ca-ble Du Pont Plan") and which may be modi-fied at
                     -------------------------
any  time.    Du  Pont  shall  indemnify  and  hold  harmless  Ralston and its
Subsid-iaries,  their  direc-tors,  officers,  employees  and  agents, and all
fiduciaries  of  employee  benefit  plans  of  such  entities,  for any claims
relating  to  or  arising  out  of changes or modifi-ca-tions, on or after the
applicable  Closing  or effective Foreign Trans-fer Dates, to compensa-tion or
benefits  avail-able  (pursuant  to the Benefit Plans or de-scriptions thereof
which have been delivered to Du Pont pursuant to Section 4.9(a) hereof) to the
Protein  Employees  prior  to  the  appli-cable  Closing  or effective Foreign
Trans-fer Dates.  Such claims shall in-clude, but are not limited to, the cost
of  paying  claims  by  Trans-ferred  Employees  for  post-retirement  welfare
benefits  and  for group health plan continua-tion cover-age pursu-ant to Code
sec-tion  4980B  and ERISA sec-tions 601 through 609 ("CO-BRA Coverage") under
                                                       ---------------
Ralston's  Com-pre-hen-sive  Health Plan or Executive Medical Plan; provid-ed,
                                                                    ---------
however, that Du Pont shall not have any liability pursuant to this subsection
 ------
(b)  with respect to the Management Conti-nuity Agreements between Ralston and
those  employees  of  the  Protein  Subsidiaries  named therein and any claims
thereun-der,  except  that  if  Du Pont, a Subsid-iary of Du Pont or a Protein
Subsidiary  fails  to  maintain,  for such employees subject to the Management
Continuity  Agreements,  compensa-tion  and  benefits  that  are substantially
similar  in  the aggregate to those in effect prior to the Initial Comple-tion
Date  as  required  hereunder,  Du  Pont  shall have liability pursuant to the
foregoing  indemnification  with  respect  to  the  Management  Continuity
Agreements.    Changes announced or planned by Ralston to any employee benefit
or  to  any  Bene-fit  Plan  which are not in effect on the Initial Completion
Date,  including changes to the Ralston Pen-sion Plan in the future, shall not
be  deemed  to  be part of any employ-ee benefit or any Benefit Plan and shall
not  be  taken  into account for purposes of determining Du Pont's obligations
under  this subsection (b), nor shall this ESOP feature of the Ralston Savings
Plan  be  deemed  to  be  a  part  of the Ralston Savings Plan for purposes of
determining  Du Pont's obligation under this subsection (b) after it ceases to
be  a  feature  of  the  Ralston  Savings  Plan.    Du Pont's indemnifi-cation
obli-gations  pursuant  to  this  Section  6.9(b)  shall  be  subject  to  the
provisions of Section 9.2(g) hereof, for which purpose Ralston shall be deemed
to be the Indemnified Party and Du Pont shall be deemed to be the Indemnifying
Party.

 (c)              Certain  Liabilities.
                  --------------------

(i)       On and after the applicable Trans-fer Date, Du Pont and the Pro-tein
     Subsidiar-ies  shall retain and be solely re-spon-sible for all em-ployee
lia-bilities  or obli-ga-tions not otherwise pro-vided for in this Agree-ment,
in-clud-ing,  without  limi-ta-tion,  wag-es, ac-crued holi-day, vaca-tion and
sick day bene-fits, whether aris-ing prior to or after the applicable Transfer
Date,  which  re-late  to  any  Pro-tein  Employee.

(ii)              Du  Pont and the Protein Subsidiaries shall retain or assume
responsibility  for  all bonus plans and liabilities associated therewith with
re-spect  to  all  Protein  Employees.

(iii)       Ralston shall be re-spon-sible for all liabili-ties in con-nection
     with  claims  incurred  by  any  Trans-ferred  Em-ploy-ee  or Transferred
Foreign Employee prior to the appli-ca-ble Trans-fer Date under any em-ploy-ee
bene-fit  plans  of  Ralston or its Subsid-iaries that provide health, life or
acci-dent  bene-fits.    Du  Pont  and  the  Protein  Subsid-iaries  shall  be
re-spon-sible  for  all  lia-bili-ties  in con-nection with claims for health,
life, accident or long-term disability benefits by any Trans-ferred Em-ploy-ee
or  any  Transferred Foreign Employee under any Appli-cable Du Pont Plan which
are  in-curred  on  or  after the applicable Trans-fer Date.  For pur-poses of
this  Section  6.9, a claim for health benefits shall be consid-ered in-curred
on  the  date treat-ment is ren-dered or a ser-vice per-formed and a claim for
life  or  accident  benefits  shall  be  consid-ered in-curred on the date the
inci-dent  occurred  which  gave  rise  to  the  claim.  A claim for long-term
disability  bene-fits shall be con-sid-ered incurred at the time the claim for
long-term  disability  benefits  is  approved.   Ralston and its Subsid-iaries
shall retain liability for retiree medical cover-age and the group health plan
con-tinua-tion  cover-age  pursuant to Code sec-tion 4980B and ERISA sec-tions
601  through 609 for all former employ-ees and their depen-dents.  Du Pont and
the U.S. Protein Subsidiaries shall be responsi-ble for main-taining the group
health  plan  coverage  for  Trans-ferred Employees and their depen-dents with
respect  to  active  employee medical cover-age, includ-ing but not limited to
health  reim-burse-ment  account  benefits  pursuant  to  Code  section  125.

(iv)              The  Transferred  Employees  who  partic-ipated in Ralston's
Partnership  Life  Plan  and Volun-tary Enriched Life Plan may, subject to the
terms  and  condi-tions  of such plans, continue to partici-pate in such plans
after  the  appli-cable  Transfer  Date.    Du  Pont  shall  have no rights or
obligations  with  respect  to  such  plans.

(v)        Ralston shall be responsible for all liabili-ty in connec-tion with
any  workers'  compensa-tion  claims  for which a claim was filed prior to the
appli-ca-ble Trans-fer Date.  Du Pont and the U.S. Protein Subsid-iaries shall
     be  responsible  for  all  liabilities  in  con-nection with any workers'
compen-sation  claims  for which a claim was filed on or after the applica-ble
Transfer  Date.

(vi)        Notwithstanding anything herein to the con-trary, Ralston shall be
responsible  for  all  lia-bili-ties with respect to employee benefit plans of
Ralston  or  any  Ralston  Subsidiary  regarding employees who are not Protein
Em-ploy-ees,  regard-less  of  when  such  claims  are  incurred.

 (d)              Participation  and  Service  Credit.
                  -----------------------------------

(i)            On  and after the applicable Transfer Date, Du Pont and Protein
Subsidiaries  shall  give Protein Em-ploy-ees service credit for pur-pos-es of
eligi-bili-ty, vest-ing, deter-mi-na-tion of the level of benefits and benefit
     accru-al  under  any  Appli-ca-ble  Du  Pont  Plan,  for service with any
Protein  Sub-sidiary  prior  to  the appli-ca-ble Transfer Date, to the extent
such ser-vice was recog-nized under the corre-spond-ing employee benefit plans
of  Ralston,  any  Ralston  Subsidiary  or  Protein  Subsidiary.

(ii)          Du Pont shall cause any pre-existing condi-tion restric-tions or
wait-ing  periods  under Appli-ca-ble Du Pont Plans to be waived to the extent
neces-sary  to  pro-vide  immedi-ate cover-age to each Protein Employ-ee as of
the  appli-ca-ble  Transfer  Date.    Du  Pont's  medi-cal plan will apply any
amounts  paid  under  Ralston's  medical  plan  by  a  Protein  Em-ployee  or
deduct-ibles  and copayments during the year in which such Transfer Date falls
toward  deduct-ible,  out-of-pocket limits and the orthodontia bene-fits of Du
Pont's  medi-cal  plan for the plan year in which the Initial Comple-tion Date
occurs, unless the cover-age option selected by the Protein Em-ployee does not
     have  deductibles  or  out-of-pocket  or  similar  lim-its.

(iii)         An Applicable Du Pont Plan which pro-vides health and depen-dent
care  reimbursement  accounts  estab-lished under Code section 125 ("Du Pont's
                                                                     ---------
Reim-bursement  Plan")  will credit the account of each Trans-ferred Em-ployee
  ------------------
cur-rently  participating  in  Ralston's  comparable  reim-burse-ment  plan
("Ralston's Reimbursement Plan") with an amount equal to the aggregate pre-tax
        ----------------------
     contribu-tions  made to such Trans-ferred Employee's account in Ralston's
Reimbursement  Plan  during  the  1997  calendar  year  through the applicable
Transfer  Date,  reduced  by  any  reimbursements  during  such  period to the
Trans-ferred  Employee  by  Ralston's  Reim-bursement  Plan.    Such resulting
account  shall  be  applied  to  any health bene-fit and dependent care claims
incurred  by  the  Trans-ferred  Employee,  or his or her covered depen-dents,
through  December  31,  1997  in  accor-dance  with  the  terms of the Du Pont
Reimbursement  Plan.

 (e)              United  States  Defined  Benefit  Pen-sion  Plan.
                  ------------------------------------------------

(i)          Effective as of the Initial Comple-tion Date, Ralston shall cause
the  Transferred Employees to cease pension benefit accruals under the Ralston
Purina Retire-ment Plan ("Ralston's Pension Plan") and Du Pont shall establish
                          ----------------------
     or  desig-nate  a  de-fined  benefit  pension plan and trust in-tended to
quali-fy  under  section  401(a) and sec-tion 501(a) of the Code, respectively
(the  "Du  Pont's  Pen-sion  Plan").  No later than the date speci-fied below,
       --------------------------
Ralston  shall  cause the trustee of Ralston's Pension Plan to transfer to the
trustee  of  Du  Pont's Pension Plan an amount in cash equal to the Project-ed
Benefit Obli-gation ("PBO"), as defined in Finan-cial Accounting Standards 87,
                      ---
attrib-utable to pen-sion bene-fits accrued as of the Ini-tial Completion Date
by  the  Trans-ferred  Employees  (in-cluding those with less than one year of
service  as  of  the  Ini-tial  Completion Date) under Ralston's Pension Plan,
excluding,  however, those who have retired under Ralston's Pension Plan as of
the  Initial  Completion  Date  (the "Transfer Amount").  For purposes of this
                                      ---------------
Agree-ment,  the  PBO  for  the Trans-ferred Employees shall be deter-mined in
accordance  with  Ralston's  Pension  Plan  documents  and  established
admin-is-tra-tive  procedures  for  Ralston's  Pension  Plan as of the Initial
Completion  Date.    The  follow-ing  assumptions  shall apply for purposes of
deter-mining  the  PBO:

                    (A)  the  rate used to discount plan liabili-ties shall be
equal  to  the greater of 7.25% per annum or the discount rate used by Du Pont
as  of  December  31, 1997 with respect to Du Pont's Pen-sion Plan pursuant to
Statement  No.  87  of the Financial Accounting Standards Board (such great-er
rate,  the  "Appli-ca-ble  Dis-count  Rate");
             ------------------------------

                    (B)    the  mortality  table  used shall be the 1983 Group
annuity  Mortality  Table  for Males, with no setback for males and a six-year
setback  for  fe-males;

                    (C)  the rates of retirement shall be the rates for normal
and  early  retirements  as-sumed  for pur-poses of the Schedule B to the 1995
Form  5500  for  Ralston's  Pension  Plan;

                    (D)    the  rates  of turnover for Transferred Em-ploy-ees
shall  be  the  rates  of  turnover  assumed  or employees of the U.S. Protein
Subsidiaries  for  purposes  of  the  Sched-ule  B  to  the 1995 Form 5500 for
Ralston's  Pension  Plan;

                    (E)    the rates of disability for Transferred Em-ploy-ees
shall  be  the disability rates assumed for pur-poses of the Schedule B to the
1995  Form  5500  for  Ralston's  Pension  Plan;

                    (F)  all Transferred Employees shall be pre-sumed to elect
a  single  life  annuity at retirement with a guar-antee of sixty (60) monthly
payments;

                    (G)    for  purposes of determining the portion of the PBO
attributable  to  pre-retirement  death  bene-fits,  ninety  (90)  per-cent of
Transferred  Em-ployees  shall  be  presumed  to be married and males shall be
pre-sumed  to  be  three  years  older  than  females;

                    (H)    employee  contributions  without  interest shall be
assumed  to be refunded to Transferred Employees on the earlier of their death
or  retire-ment;

                    (I)    salary  increases  shall be presumed to be 5.5% per
annum;

                    (J)  maximum Social Security Wage base shall be assumed to
increase  5.5%  per  annum,  and  limita-tions  under  Code  sections  415 and
401(a)(17)  shall  be  assumed  to  in-crease  5.0%  per  annum;  and

                    (K)  all  other  assumptions  shall  be those set forth in
Schedule  B  to  the  1995  Form  5500  for  Ralston's  Pension  Plan.

          No  changes  in  the  status of any Transferred Employee between the
Initial  Completion  Date and the date funds are actually transferred pursuant
to    this  paragraph  shall  affect  the  Transfer  Amount  to  be calculated
hereun-der.  The Initial Trans-fer Amount (as defined below) and the remainder
of  the  Transfer Amount (the "Second Pay-ment") shall each be in-creased with
                               ---------------
interest  at  an  effec-tive annual rate equal to the Applicable Discount Rate
from  the  Initial  Completion Date, to the actual date of each such transfer.
The trans-fer of the Transfer Amount shall be condi-tioned upon comple-tion of
the  fol-lowing  items:   (1) the exchange of an opinion of each party's legal
counsel stating that such party's respec-tive pen-sion plan is qualified under
sec-tion  401(a) of the Code and the trust established under such pension plan
is  exempt  from taxa-tion under section 501(a) of the Code; (2) the ex-change
of  a  certification  from  the plan admin-istrator of each party's respective
pen-sion  plan  that  such  plan  has,  in  all  material  re-spects,  been
admin-is-tered  and  operated  in  a  manner  to preserve the plan's qualified
status  under  the  Code and the trust's exempt status under the Code; and (3)
each  party's filing, with the IRS, of the notice required by sec-tion 6058(b)
of  the Code.  The parties agree that such notices required by section 6058(b)
of  the  Code  will  be filed within three (3) days of the Initial Comple-tion
Date  and  the  opinions  and  certifications  in  (1)  and  (2) above will be
exchanged  within  thirty  (30)  days  after  the Initial Completion Date.  An
ini-tial  por-tion  of  the  Trans-fer  Amount (the "Initial Transfer Amount")
                                                     -----------------------
shall  be  trans-ferred  to the trustee of Du Pont's Pen-sion Plan by no later
than  three  (3)  busi-ness  days after the expira-tion of the thirty (30) day
wait-ing  period  re-quired by section 6058(b) of the Code.  Unless other-wise
agreed  to  by  the parties, the Second Payment shall be trans-ferred no later
than  ninety  (90)  days  after  the  last to occur of items (1) or (2) above.

(ii)       In no event will the Transfer Amount be less than the amount of the
     present  value of ac-crued bene-fits of the Transferred Employees who did
not  retire  under  Ralston's  Pension  Plan,  as  deter-mined  based  on  the
actu-arial  assump-tions  of  Ralston's  Pension  Plan  which amount satisfies
sec-tion  414(l)  of  the  Code.

(iii)         The Transfer Amount will be deter-mined by agree-ment of Ralston
and Du Pont.  The Initial Transfer Amount shall be Twenty Five Million Dollars
     ($25,000,000).    Ralston's  actu-ary  shall  then  calcu-late  and shall
pro-vide to Du Pont's actuary, at least thirty (30) days prior to the proposed
transfer  of  the  Second  Pay-ment,  a  schedule  of the Trans-fer Amount and
suffi-cient  detail  regarding  such calcula-tions to allow Du Pont to make an
appropriate  re-view.    Upon  transfer  of  the  Second Pay-ment, Ralston and
Ralston's  Pension  Plan  shall  cease  to  have  any  liability or obligation
whatso-ever  with  re-spect  to  those  assets  and  liabili-ties  for accrued
benefits of Transferred Employees transferred to Du Pont's Pension Plan or any
obliga-tion  for  bene-fits  which may be accrued after the Initial Completion
Date  by  the  Transferred  Employ-ees,  and  Du  Pont  and  the  U.S. Protein
Subsidiaries  and  Du  Pont's Pension Plan shall assume and be responsible for
all  assets  and liabili-ties for accrued benefits which were so trans-ferred.
Ralston,  the  U.S. Protein Subsidiaries and Du Pont shall pro-vide each other
with  such  re-cords and infor-ma-tion as may be neces-sary or appropri-ate to
carry  out  their obli-ga-tions under this Section 6.9(e) or for the purpos-es
of  admin-istra-tion  of Du Pont's Pension Plan, and they shall coop-er-ate in
the  filing  of docu-ments required by the transfer of assets and liabil-ities
de-scribed  herein.

(iv)         Notwithstanding anything herein to the con-trary, with respect to
any  Trans-ferred  Em-ploy-ee  who  has re-tired under Ralston's Pen-sion Plan
prior  to  or  coin-ci-dent  with the Initial Completion Date, the ser-vice of
such  Trans-ferred  Employ-ee  shall  not  be  credit-ed  for  benefit accrual
pur-poses  under  Du Pont's Pension Plan but shall be cred-ited for pur-pos-es
of  vest-ing  and  eligibility  for  early  re-tire-ment,  or  dis-abil-ity
retire-ment  benefits,  if  any,  under  Du  Pont's  Pension  Plan.


<PAGE>
(f)            U.S. Savings Plan.  After the Initial Com-ple-tion Date, to the
               -----------------
extent elected by a Transferred Employ-ee, Du Pont's Savings Plan shall accept
     a  direct rollover from Ralston's Savings Plan of an amount equal to each
Trans-ferred  Employee's  account  balance,  as  directed  by the Trans-ferred
Em-ploy-ee,  in  cash and/or notes associated with the outstand-ing balance of
any  loans  to Transferred Employ-ees made pursuant to ERISA section 408(b)(1)
and  Code  sec-tion  4975(d)(1),  in  accor-dance  with  appli-ca-ble  law.

(g)           Post-Retirement Welfare Bene-fits.  Du Pont and the U.S. Protein
              ---------------------------------
Subsidiaries  will  be  respon-si-ble  for  pro-viding post-retirement welfare
bene-fits  to  Transferred Employees who were eligible for such benefits under
the  Ralston  health  plans at the Initial Completion Date and who retire from
any U.S. Protein Subsid-iary fol-low-ing the Ini-tial Completion Date with the
     requi-site years of age and ser-vice.  With re-spect to each Trans-ferred
Em-ploy-ee  who  has  not  re-tired  under Ralston's Pension Plan based on the
terms  and  conditions  of Ralston's Pension Plan as of the Initial Completion
Date,  the  service  of  such  Trans-ferred  Employee  with  any  U.S. Protein
Subsidiary  shall be recog-nized for the pur-pose of deter-mining eligi-bility
and  level  of  benefits so provid-ed; pro-vided, howev-er, that such ser-vice
                                       ---------  --------
will  not be so recog-nized unless Ralston, within ninety (90) days fol-lowing
such  Initial  Completion Date, pays to the U.S. Pro-tein Subsidiaries in full
an  amount  equal  to  sixty-two  per-cent  (62%)  of  the  Accu-mu-lat-ed
Post-retirement  Bene-fit  Obli-ga-tion  as  de-fined in Finan-cial Accounting
Stan-dards  106  with re-spect to the Trans-ferred Employees as of the Initial
Comple-tion  Date  under  the Ralston post-re-tire-ment wel-fare benefit plans
based  on  assump-tions  used in Ralston's calcu-lations of liabili-ties under
Finan-cial  Ac-counting  Stan-dards  106  as  of  September  30,  1997.    The
post-retire-ment  welfare  bene-fits  for  Trans-ferred  Employ-ees who retire
under  Ralston's  Pension  Plan  on  or prior to such Initial Comple-tion Date
shall be the sole re-spon-sibil-ity of Ralston.  The parties to this Agreement
hereby  ac-knowledge  and  agree  that  the amounts paid by Ralston to Du Pont
pursu-ant  to  this Section 6.9(g) shall be treated for all Tax purposes as if
such amounts were con-tributed by Stock-holder to the U.S. Protein Subsid-iary
immediate-ly  prior to the relevant Initial Completion Date and, according-ly,
acknowl-edge  and  agree  that  such payment will not result in a cur-rent Tax
deduc-tion  to Ralston or any Subsidiary of Ralston and will not result in the
current  recognition of income by Du Pont or any Sub-sid-iary of Du Pont.  The
par-ties  to  this  Agreement  fur-ther  agree to take no posi-tion on any Tax
Re-turn,  or  in  any  audit  or  judi-cial or admin-is-trative proceed-ing or
other-wise  that  is  incon-sis-tent with the imme-diately preceding sentence.

(h)                    Executive  Benefit  Plans.
                       -------------------------

(i)             Ralston and its Sub-sidiar-ies shall retain all lia-bility for
benefits accrued or award-ed or claims in-curred as of the Initial Comple-tion
     Date  under the Incentive Stock Plan, the Executive Long Term Disabili-ty
Plan,  the  Execu-tive  Health Plan, the Execu-tive Life Plan, the Manage-ment
Continuity  Agree-ments  with  certain executives of the Protein Subsid-iaries
(except  as  otherwise  agreed  in  Section  6.9(b) hereof) and the 1991 Split
Dollar  Second  to  Die Plan with re-spect to those Trans-ferred Employees who
partici-pated  in  such  programs immediately prior to the Initial Comple-tion
Date.

(ii)          Effective as of the Initial Completion Date, Ralston shall cause
the Ralston Purina Company Deferred Compen-sa-tion Plan for Key Employees, the
     Ralston  Purina  Supple-mental  Retire-ment  Plan  and the Ralston Purina
Executive  Savings  Invest-ment  Plan (the "Executive Plans") to be amended to
                                            ---------------
transfer  to  the  applicable  Protein Sub-sidiary a portion of each such plan
related  to  the  lia-bilities  for  certain  benefits  accrued by the Protein
Employees  as  of  the  Initial  Completion Date (the "Trans-ferred Execu-tive
                                                       -----------------------
Plans");  and  to  provide that on and after the Ini-tial Completion Date, the
    -
applicable  Protein  Subsidiary  shall  be  the  plan  spon-sor  and  plan
admin-is-trator  of such plans.  The lia-bili-ties to be trans-ferred pursuant
to  this  Section  6.9(h)(ii)  shall  be  the  ac-count  balanc-es  of Protein
Employees  in  the  Equity and Variable Interest Options of the Ralston Purina
De-ferred  Compen-sation  Plan  for  Key  Employees,  the  account balances of
Protein  Em-ploy-ees  in  the  Ralston  Purina  Company  Execu-tive  Savings
Invest-ment  Plan and the accrued benefits under the Sup-ple-mental Execu-tive
Re-tire-ment Plan valued as of the Initial Comple-tion Date.  Accrued benefits
under  the Ralston Purina Sup-plemen-tal Retirement Plan shall be equal to the
pres-ent  value  of the pro-jected benefit obligation (deter-mined in the same
manner as with respect to the Ralston Purina Re-tire-ment Plan as set forth in
Section  6.9(e)(i) hereof) accrued by the Protein Employees as of the Ini-tial
Com-pletion Date.  Ralston shall assign to the appli-cable Protein Subsid-iary
the  portion  of  any  contracts  between  Ralston  and  the Protein Employees
pursuant  to  which  compensa-tion  of  such  employees was deferred under the
Equity  Option  and  Variable  Interest Option of the De-ferred Com-pen-sation
Plan  for  Key  Em-ploy-ees  and  any  predecessor  plans.

(iii)         After the Initial Completion Date, Ralston and its Sub-sidiaries
shall have no further au-thority or liabil-ity with respect to the Transferred
     Executive  Plans  and  Du  Pont  and  its  Subsidiaries  shall assume all
authority for such Plans and shall be solely responsi-ble for all lia-bilities
and  obligations  whatso-ev-er  relating  to  benefits and claims for benefits
thereun-der,  whether such claim arose before or after the Ini-tial Completion
Date.    Du  Pont  and  its  Subsid-iaries  shall indemnify and hold harm-less
Ralston  and  its  Subsidiaries,  and  their  officers, directors, em-ployees,
agents  and fiduciaries, against any and all claims arising out of any Protein
Subsidiary's  or Du Pont's spon-sor-ship of the such Plans, includ-ing but not
limit-ed  to  claims  arising  out of the adminis-tration or amendment of such
Plans  or any registra-tion statement filed in connec-tion with any such Plan,
includ-ing  but  not  limit-ed  to  claims  by  employees or any govern-mental
agencies.

(iv)           On or promptly following the Initial Com-ple-tion Date, Ralston
shall  pay  to  the  U.S.  Protein  Sub-sidiar-ies  an amount in cash equal to
sixty-two  per-cent  (62%) of the aggregate lia-bil-i-ties of the Trans-ferred
Execu-tive  Plans  to  be  trans-ferred  as  of  that  date.

(v)              Ralston  shall retain all liability for all unpaid bene-fits,
obligations  and  liabilities  with  respect  to  account  balances of Protein
Employees in the Fixed Bene-fit Option of the Ralston Purina Compa-ny Deferred
     Compen-sation  Plan  for  Key  Employees.

(vi)       The par-ties to this Agree-ment hereby ac-knowl-edge and agree that
     the  amounts  paid by Ralston to U.S. Pro-tein Subsid-iaries pursu-ant to
this  Section  6.9(h) shall be treated for all Tax purposes as if such amounts
were  contributed  by  Stock-holder  to  the  relevant U.S. Protein Subsidiary
immediate-ly  prior  to  the  Ini-tial  Completion  Date  and,  according-ly,
acknowl-edge  and  agree  that  such  payment will not result in a current Tax
deduc-tion  to Ralston or any Subsidiary of Ralston and will not result in the
current  recognition of income by Du Pont or any Sub-sid-iary of Du Pont.  The
par-ties  to  this  Agreement  fur-ther  agree to take no posi-tion on any Tax
Re-turn,  or  in  any  audit  or  judi-cial  or admin-is-trative proceeding or
other-wise  that  is  incon-sis-tent with the imme-diately preceding sentence.
(vii)           Effective as of the Initial Com-pletion Date, all of Ralston's
obligations under the 1996 Split Dollar Second-To-Die Plan (the "Survivor Life
                                                                 -------------
Insurance  Plan")  including,  but  not  limited to, the obligation to pay any
---------------
premiums  on  life  insurance policies subject to such Plan (the "Poli-cies"),
----                                                              ---------
shall  cease with respect to the Transferred Employees who participated in the
--
Plan  immediately  prior  to  the  Initial  Completion  Date ("Sur-vi-vor Life
                                                               ---------------
Participants").  Promptly following the Initial Completion Date, Ralston shall
      ------
be  reim-bursed  for  all  premi-ums  paid  with  respect  to such Policies in
accor-dance  with  the  terms  of  the  1996  Split  Dollar  Agree-ments  and
Collater-al  Assignments  between Ralston and the Survi-vor Life Participants,
or  the  trustee of a trust created by the Survivor Life Partic-ipants for the
purpose  of  holding  such Policies (the "Trustees").  Upon reim-burse-ment of
                                          --------
such  premiums,  Ralston shall release all of its rights under such Collateral
Assign-ments  in accordance with their terms, vesting full ownership rights in
the  Policies  to  the  Survivor  Life  Partici-pants  or  the  Trust-ees,  as
appro-priate.   Du Pont shall cause the appropriate U.S. Protein Subsidiary to
adopt a substan-tially identi-cal Survivor Life Insurance Plan with respect to
all Survi-vor Life Participants, and shall enter into substan-tially identical
Split  Dollar  Agree-ments  and  Collateral Assignments with the Survivor Life
Participants,  or  the  Trustees,  in  accor-dance  with  such  Plan effective
immedi-ately  after  the  Initial  Completion  Date.

(i)         Paid Time Off.  As of the Ini-tial Com-pletion Date, Du Pont shall
            -------------
cause  the  U.S.  Pro-tein Subsid-iaries to contin-ue to provide paid time off
("PTO")  entitlements  to the Trans-ferred Employ-ees that are sub-stan-tially
  ---
equiva-lent  to  the  PTO entitlements of the Trans-ferred Employees under the
PTO policy of the U.S. Protein Subsid-iaries immediately prior to the Ini-tial
     Completion  Date.  Du Pont and the U.S. Subsidiaries shall be responsible
for  all PTO benefit obli-gations with respect to the Trans-ferred Em-ploy-ees
that are accrued but unpaid as of the Initial Com-pletion Date, in-cluding but
not  limited to PTO days that were "banked" for use during a future sabbatical
leave.

               As  of  the  applicable  Transfer Date, Du Pont shall cause the
Foreign  Protein Subsidiaries to continue to pro-vide vacation entitlements to
the  Transferred  Foreign  Em-ployees that are substantially equivalent to the
vacation  entitlement  of the Transferred Foreign Employees under the vacation
plans,  policies and practic-es applicable to such employees immediately prior
to  the  applicable  Transfer  Date.    Du  Pont  and  the  Foreign  Pro-tein
Subsidiaries  shall be re-sponsible for all vacation benefit entitlements with
re-spect  to  the Transferred Foreign Employees that are accrued but unpaid as
of  the  applicable  Transfer Date including, but not limited to vacation days
that  were  "banked"  for  future  use.

(j)            Actions by Du Pont.  Any action required to be taken under this
               ------------------
Section  6.9 by Du Pont, may be taken by a Subsidiary of Du Pont or a Pro-tein
Subsidiary.

(k)           Canadian Foreign Funded Employee Benefit Plans.  With respect to
              ----------------------------------------------
any  Ralston  or  Ralston  Subsidiary  funded  Canadian  pension plan in which
Foreign  Employees  or  Trans-ferred  Foreign  Employees  participate  (the
"Cana-di-an  Foreign Funded Benefit Plan"), the Foreign Protein Sub-sid-iaries
         -------------------------------
shall  make  available  to  the  Foreign  Employ-ees  or  Transferred  Foreign
Employees  who are participants in such Canadian Foreign Funded Benefit Plan a
comparable  plan  upon  the transfer from the Canadian Foreign Funded Bene-fit
Plan to such comparable plan of the Foreign Protein Subsidiary of an amount of
     assets  sufficient  to  cover  the  greater  of the ongoing lia-bility or
solvency  in  respect  of all Protein Employees who participate in such Funded
Canadian  Foreign  Benefit  Plan; provided that the trans-fer does not violate
                                  -------- ----
applicable  laws,  contracts  or  the  terms  of  the  Canadian Foreign Funded
Bene-fit  Plan.

(l)       Protein Foreign Funded Benefit Plans.  With re-spect to any Ralston,
          ------------------------------------
     Ralston  Subsidiary  or Pro-tein Sub-sidiary funded pension plan in which
only  Foreign Employ-ees or Transferred Foreign Employees participate (each, a
"Pro-tein  Foreign Funded Benefit Plan"), Du Pont and the Protein Subsidiaries
 -------------------------------------
shall  assume  or  retain  sole  responsi-bility for each such Protein Foreign
Funded  Bene-fit  Plan.  No addition-al assets shall be transferred by Ralston
or  any  Ralston Subsidiary to Du Pont or the Pro-tein Subsidiaries, or to any
Protein Foreign Funded Benefit Plan, with respect to each such Protein Foreign
Funded  Benefit  Plan.

(m)            Other Ralston Foreign Funded Employee Benefit Plans.  Except as
               ---------------------------------------------------
provided  in  Section  6.9(l)  hereof,  with respect to any Ralston or Ralston
Sub-sid-iary  funded  pension  plan in which Foreign Employees or Trans-ferred
Foreign  Employees  and other Ralston em-ployees participate (each, a "Ralston
                                                                       -------
Foreign  Funded  Benefit  Plan"),  the Foreign Protein Subsidiaries shall make
 -----------------------------
available  to  the  Foreign Employees of Transferred Foreign Employees who are
 --
participants  in  such  Ralston  Foreign Funded Benefit Plan a comparable plan
 -
upon  the  transfer  from  the  Ralston  Foreign  Funded  Benefit Plan to such
 -
comparable  plan  of  the  Foreign  Protein Subsid-iary of an amount of assets
 -
sufficient  to  cover  the  foreign  equiva-lent  of  the  pro-jected  benefit
 -
obligations  in  re-spect  of  all  Foreign  Employees  or Transferred Foreign
 -
Employees  who  partici-pate  in  such  Ralston Foreign Funded Benefit Plan as
 -
determined  by  the mutual agreement of Du Pont's and Ralston's actu-ar-ies or
 -
such lesser amount as necessary to prevent the Ralston Foreign Funded Bene-fit
     Plan  from  being funded on less than such projected bene-fit obli-gation
basis  with  respect  to  the remaining Plan partici-pants; pro-vided that the
                                                            --------- ----
trans-fer  of  assets  does  not  violate appli-ca-ble laws, con-tracts or the
terms  of  such  Plan.

(n)        Foreign Governmental or Quasi-Governmental Employ-ee Benefit Plans.
           ------------------------------------------------------------------
     With  respect  to  Ralston  or  any  Ralston  Subsidiary,  or any Protein
Subsidiary  governmen-tal, quasi-governmental or insured plan employee benefit
plan  in which Foreign Employees or Transferred Foreign Employees partici-pate
(each,  a  "Foreign  Book  Accrual  Benefit  Plan"),  the  Foreign  Protein
            -------------------------------------
Subsidiaries  shall  make  available  to  the Foreign Employees or Transferred
          -
Foreign Employees a compa-rable plan, or continue to sponsor such Foreign Book
Accrual  Benefit  Plan on behalf of such employees as applicable, and shall be
responsible for payment of the respective contribu-tions and premiums for each
such Foreign Book Accrual Bene-fit Plan effective as of the Foreign Completion
Date  appli-cable  with  respect  to  each  Foreign  Protein  Subsidiary,  in
accordance  with  applicable  law  and  any  governing  documents.

(o)        Foreign Book Reserve Benefit Plans.  With respect to any Ralston or
           ----------------------------------
Ralston  Subsidiary  employee  bene-fit  plan for which Ralston or any Ralston
Subsidiary,  or  any Protein Subsidiary, maintains a book reserve and in which
Foreign  Employees  or  Transferred  Foreign  Employ-ees partici-pate (each, a
"Foreign  Book  Reserve Benefit Plan"), the Foreign Protein Subsidiaries shall
    --------------------------------
make  available  to  the Foreign Employees or Transferred Foreign Employees, a
compa-rable  plan,  or  continue  to sponsor such Foreign Book Reserve Benefit
Plan,  on  behalf  of  such  em-ploy-ees  as  appropriate,  in accordance with
applicable  law.

(p)            Severance.  As of the applicable Transfer Date, Du Pont and the
               ---------
Protein  Subsid-iaries  shall  retain  and  be  re-sponsible  for  any and all
severance costs, whether arising before or after the applicable Transfer Date,
     under  the  severance  plans,  programs  and  practices  of  the  Protein
Subsidiaries  with  respect to the Protein Employees except that Ralston shall
be solely responsible for (a) severance costs incurred upon the termination of
employees  of  Protein  Technologies International Financial Services, N.V. as
set  forth  in  Section  6.9(p)  of  the  Ralston  Disclosure Schedule and (b)
severance  costs  in-curred  upon  the  transfer  of  the Trans-ferred Foreign
Employees  from  a  Ralston  Subsid-iary  to  a  Protein  Subsidiary.

ARTICLE  VIISection  .19            Non-Competition, Etc.     Non-Competition,
                                    ---------------------     ----------------
Etc.          Non-Competition,  Etc.          Non-Competition,  Etc.
   -          ----------------------          ----------------------

(a)        Subject to the provisions of this Section 6.10, Ralston agrees that
for  a  period of ten (10) years from the Initial Completion Date, Ralston and
its  successors (which shall include the pet food division and the animal feed
division  of Ralston and any Person that (i) Ralston merges into, (ii) Ralston
trans-fers  all  or  any  part  of  its  pet food divi-sion or its animal feed
division  to  (other than any such Person who acquires all or any part of such
divi-sion,  unless  the voting and equity ownership interest in such Person is
in  the aggregate owned directly or indi-rectly fifty percent (50%) or more by
Persons  who  are  in  any  of the fol-lowing categories:  (x) merchant banks,
leveraged  buyout  organizations, investment banks or other similar buyers who
are  commonly  known as "finan-cial buy-ers"; (y) em-ploy-ees of the divi-sion
or  por-tion there-of being trans-ferred or the trans-feror or (z) Persons who
directly  or  indirectly  owned  an  equity  or  voting  inter-est  in  such
trans-ferred division or portion thereof immedi-ately prior to such trans-fer;
     pro-vided  that  the  exclu-sion  in  this  paren-theti-cal  of  certain
     ---------  ----
transferees  of such divi-sion shall not apply to Persons acquiring all or any
     ---
part  of  either  such  divi-sion  as  part of a spin off, split up or similar
transac-tion),  (iii)  ac-quires  Ralston  if,  after  giving  effect  to such
acquisi-tion,  the  share-holders of Ralston immedi-ately prior thereto own at
least  fifty  per-cent  (50%)  of  the  voting or common stock of such ongoing
Person  or  (iv)  is  a  succes-sive  successor  (de-fined  similarly  to  the
forego-ing)  to  a  Person  de-scribed  in  clauses (i)-(iii) above) and their
re-spec-tive  affil-i-ates  (collec-tively, the "Ralston Group") shall not (A)
                                                 -------------
manufac-ture  or  market,  directly  or  indirectly,  any-where  in the world,
isolated  soy  protein,  soy  milk, soy fiber, soy con-centrate or any product
fifty  percent (50%) or more of which (on a dry matter basis) is com-prised of
soy  protein (collec-tively, "Soy Competitive Prod-ucts"), except that Ralston
                              -------------------------
may  manu-facture  or  cause  to  be manufactured any of the Soy Com-peti-tive
Products  for  use as an ingredient in a different prod-uct manufactured by or
for  Ralston for sale to third par-ties, which different product is either (1)
a  pet  or animal feed or (2) a product less than fifty percent (50%) of which
(on  a  dry  matter  basis)  is comprised of soy pro-tein; (B) manu-facture in
Europe  for  sale to others, directly or indi-rect-ly, baby pig, dairy calf or
veal  calf  soy  protein  feed  ingre-dients,  it  being  understood  that the
alter-ation  or  modifica-tion  of  such  ingredients,  or  the procurement of
toll-milled  or  custom-milled  products,  for  use  as an ingre-dient in such
feeds,  shall  not  constitute the direct or indirect manufac-ture thereof; or
(C)  manufac-ture for sale to others, any-where in the world, any powdered soy
protein  product  or  extract there-of for human consump-tion (each of clauses
(A),  (B)  and  (C) shall consti-tute a "Pro-tein Com-peti-tive Busi-ness") or
                                         --------------------------------
(D)  di-rectly or indi-rect-ly own a voting or equity inter-est of ten percent
or  more  in,  man-age,  oper-ate,  join  or  con-trol in any manner a Protein
Competitive  Busi-ness;  pro-vid-ed  that  it  shall  not  be  deemed  to be a
                         ----------  ----
viola-tion  of clause (D) above for Ralston or any of its Subsid-iaries to own
a  voting  or  equity inter-est of less than fifty percent (50%) in any Person
whose gross reve-nues de-rived from Protein Compet-i-tive Business-es are both
less  than  $50  mil-lion  and  less  than  twenty-five  percent (25%) of such
Person's  total  gross  reve-nues.    Each  in-vest-ment  made  by  Ralston,
Stock-holder  or  any of their re-spective Sub-sid-iaries which is sub-ject to
the  provi-sions  of  this Section 6.10 must be permis-sible hereun-der at the
time  of  such  invest-ment  and,  except  in  the  case  of Novogen Limit-ed,
there-after; provided further that each member of the Ralston Group shall have
             -------- -------
twenty-four  (24)  months  to divest itself of any in-vest-ment that com-plied
with  this  section  when  made but which at any time there-after failed to so
com-ply,  such  twenty-four  (24) months to be mea-sured from the date of such
non-compli-ance.

(b)            For a period of three years (except with re-spect to non-exempt
persons  for  whom it shall be one year) after the Ini-tial Com-ple-tion Date,
Ralston  and  the  other members of the Ralston Group shall not, di-rect-ly or
indi-rect-ly,  (i)  in-duce,  en-cour-age  or  attempt to induce any offi-cer,
em-ploy-ee,  repre-sen-ta-tive  or agent of Du Pont or any of its affil-iates,
in-cluding  any  Protein  Sub-sid-iary, engaged pri-marily in the Busi-ness to
leave  the  employ of Du Pont or any such affili-ate, or vio-late the terms of
any such Person's con-tracts, or any em-ploy-ment ar-range-ments, with Du Pont
     or  any  such  affil-i-ate  or  (ii)  hire  any  such officer, em-ployee,
repre-senta-tive  or agent of Du Pont or any of its affiliates except with the
prior  approval  of  Du  Pont  (which  will  not  be  unreasonably  withheld);
pro-vid-ed  that the fore-go-ing re-stric-tion con-tained in clause (ii) above
         -  ----
shall  not  apply  with respect to any Person from and after such time as such
Person's  employ-ment  with Du Pont and all of its affili-ates shall have been
termi-nated  by  Du  Pont  and  its  affil-iates.

(c)          Notwithstanding anything to the contrary con-tained in subsection
(a)  of this Section 6.10, neither Ralston nor any member of the Ralston Group
shall be deemed to have violat-ed the restric-tions con-tained in this Section
     6.10  in the event that Ralston or any member of the Ralston Group should
as part of an acqui-si-tion, by joint ven-ture, merger, asset pur-chase, stock
purchase  or other busi-ness combi-na-tion acquire a voting or equity interest
greater  than  that  permitted by subsec-tion (a) of this Sec-tion 6.10 in any
Person  engaged  in a Protein Competi-tive Business if (i) the revenue derived
from  such  Pro-tein  Com-petitive  Busi-ness  is  less  than 50% of the gross
reve-nues of the Per-son, and (ii) Ralston or such member of the Ralston Group
divests  such  por-tion of the Pro-tein Com-peti-tive Busi-ness to comply with
the  restric-tions  con-tained  in  subsection (a) of this Section 6.10 within
twenty-four  (24)  months  from  the  date  of  such  acqui-si-tion.

(d)        The parties covenant and agree that no por-tion of the shares of Du
Pont  Common  Stock  to  be  received  in the Mergers and Foreign Exchanges is
attributable  to  the  provi-sions  of this Section 6.10.  The parties further
cove-nant  and  agree  to  take  all  financial  and  Tax report-ing positions
con-sistent  with  such  allocation.

(e)        Ralston and Du Pont acknowledge that this Sec-tion 6.10 constitutes
an  independent  covenant  and  shall  not  be  affected  by  performance  or
nonperformance of any other provi-sion of this Agreement.  Each of Ralston and
     Du  Pont  repre-sents  that  it believes that the cove-nants set forth in
this Sec-tion 6.10 are reason-able and proper.  It is the desire and intent of
the  parties  that  the provi-sions of this Section 6.10 shall be en-forced to
the  full-est  extent  permis-sible  under applica-ble law.  If all or part of
this  Section 6.10 is held inval-id, illegal or incapable of being enforced by
any  law  or  public policy, all other terms and provisions of this Agree-ment
shall  nevertheless  remain  in  full  force  and effect.  If any part of this
Section  6.10 is held to be excessively broad as to dura-tion, scope, activity
or  sub-ject, such part will be construed by limiting and reducing it so as to
be  en-forceable  to  the  maximum  extent  compatible  with  appli-cable law.

ARTICLE  VIISection  .20           Use of Names and Marks     Use of Names and
                                   ----------------------     ----------------
Marks          Use  of  Names  and  Marks          Use  of  Names  and  Marks.
  ---          --------------------------          --------------------------

(a)        Anything in this Agreement to the contrary notwithstanding, Du Pont
agrees  that,  except  with  respect  to the Fuji Joint Venture, it shall, and
shall  cause  its  Sub-sid-iar-ies  to,  as  soon  as  practi-ca-ble after the
Ini-tial  Comple-tion  Date  and  in  any event within six months thereaf-ter,
cease  to (i) make any use of the names "Ralston," "Purina," "Ralston Purina,"
"Checkerboard  Square,"  the  Checkerboard  logo  and  any  ser-vice  marks,
trade-marks,  trade  names,  iden-tifying  sym-bols,  logos, emblems, signs or
insig-nia  owned  by  or  li-censed  to  Ralston  or its Subsidiaries relat-ed
there-to  or con-tain-ing or com-pris-ing the fore-go-ing, includ-ing any name
or  mark  con-fus-ingly  similar  thereto (the "Ralston Marks"), and (ii) hold
                                                -------------
itself  out  as  having  any  affili-ation  with  Ralston  or  any  of  its
Subsid-iar-ies  other  than  as suc-cessor to the Busi-ness.  In fur-ther-ance
there-of, as prompt-ly as prac-ti-ca-ble but in no event later than six months
     fol-lowing  the  Effec-tive  Time,  Du  Pont  shall,  and shall cause its
Subsid-iar-ies  to,  re-move, strike over or other-wise oblit-erate or replace
all  Ralston  Marks  from  all  mate-rials  owned by any Protein Sub-sid-iary,
in-clud-ing,  with-out  limi-ta-tion,  any  vehi-cles,  busi-ness  cards,
sched-ules,  statio-nery, containers, packag-ing materi-als, dis-plays, signs,
previ-ously  prepared  advertising  and  promo-tion-al  mate-ri-als, manu-als,
forms,  com-put-er  soft-ware  and  other  mate-ri-als.    Anything  in  this
Agree-ment  to  the  contrary  notwith-standing, Du Pont acknowledges that the
rights  in  and/or related to the Fuji Joint Venture assigned to Du Pont or to
one  or  more  of  its  Subsidiaries,  do  not  include rights in the "Purina"
trademark  or  trade  name  except to the extent necessary to require Fuji Oil
Company, the Fuji Joint Ven-ture or other Person in which Fuji Oil Company has
an  inter-est,  permanently  to  discontinue  the  use and registration of any
trademark  or  trade  name  consisting of or containing the word "Purina."  Du
Pont agrees to exert its reasonable best efforts to obtain such discontinuance
within twenty-four (24) months following the Initial Completion Date.  Ralston
agrees  to  refrain  from  exer-cis-ing such right for a period of twenty-four
(24)  months  following  the  Ini-tial  Completion  Date  in  the  interest of
facilitating  the  said joint venture's successful transi-tion from use of the
name  "Purina"  so  long  as  the  Fuji  Purina joint venture continues as now
structured.

(b)       Anything in this Agreement to the contrary notwithstanding,  Ralston
     agrees  that  it  shall, and shall cause its Subsid-iaries to, as soon as
practica-ble  after  the  Ini-tial Completion Date and in any event within six
months fol-low-ing the last Foreign Closing Date, cease to (i) make any use of
the  Trade-marks included within the Intel-lec-tu-al Prop-er-ty to be owned by
Du  Pont or any Protein Subsidiary pursu-ant to this Agreement or any names or
marks con-fus-ing-ly simi-lar there-to, and (ii) hold itself out as having any
affil-i-ation  with  Du  Pont or any Surviving Corpo-ration.  In fur-ther-ance
there-of,  as  prompt-ly  as  prac-ti-ca-ble,  but  in no event later than six
months fol-lowing the Initial Comple-tion Date, Ralston shall, and shall cause
its  Sub-sidiar-ies  to,  re-move,  strike  over  or other-wise oblit-erate or
replace  all  Trade-marks  included in such Intel-lec-tual Prop-er-ty from all
mate-ri-als  not  owned  by  any  Protein  Subsid-iary,  in-clud-ing, with-out
limi-ta-tion,  any  vehi-cles,  busi-ness  cards,  sched-ules,  statio-nery,
containers,  packag-ing  materi-als,  dis-plays,  signs,  previously  prepared
advertising  and  promo-tion-al  mate-ri-als,  manu-als,  forms,  com-puter
soft-ware  and  other  mate-ri-als.

ARTICLE  VIISection  .21             Related Agreements     Related Agreements
                                     ------------------     ------------------
Related  Agreements          Related  Agreements.  At the Domes-tic Clos-ings,
-------------------          -------------------
Ralston and Du Pont shall enter into, execute and deliver (a) a transi-tion-al
------
     services agreement sub-stan-tially in the form attached hereto as Exhibit
D (the "Bridg-ing Services Agree-ment"), (b) a registra-tion rights agree-ment
        -----------------------------
substan-tially  in  the form at-tached hereto as Exhibit E (the "Reg-istration
                                                                 -------------
Rights  Agree-ment"),  (c)  a  tax  sharing  and  indemnification  agree-ment
 -----------------
substantially  in  the  form  attached  hereto  as Exhibit F (the "Tax Sharing
 -------                                                           -----------
Agreement"),  (d)  agree-ments  providing for the operations after the Initial
 --------
Comple-tion  Date  of  the  For-eign  PTI  Sub-sidiar-ies  which are not being
 -
transferred  on  the  Initial  Completion  Date,  in-clud-ing  to  the  extent
 -
appli-cable the operations to be ac-quired by the New Point-er Sub-sid-iar-ies
 -
after  the  Ini-tial  Com-ple-tion  Date,  on  terms  con-sis-tent  with  this
Agree-ment  or  as  the  par-ties  hereto  other-wise  agree  (the "Operat-ing
                                                                    ----------
Agree-ment(s)"),  and  agreements  dealing  with  employees  conducting  sales
       ------
operations  in  Canada,  Japan,  the  Philip-pines,  Thai-land,  Malaysia  and
Singapore  substantially  in the form attached hereto as Exhibit N (the "Sales
                                                                         -----
Office  Employees  Agree-ments"),  (f)  a  lease  agree-ment  relat-ing to the
 -----------------------------
head-quar-ters  of the Busi-ness in St. Louis, Mis-souri substan-tially in the
 -----
form  at-tached  hereto  as Exhib-it I (the "Head-quar-ters Lease"), (g) lease
                                             --------------------
agree-ments  related  to  the  space  current-ly  used by the Busi-ness in the
research facili-ty in St. Louis, Missouri sub-stan-tially in the form attached
hereto  as  Exhibits  J-1  and  J-2 (the "R&D Lease") and (h) a com-mod-i-ties
                                          ---------
purchasing  agreement  substantially in the form at-tached hereto as Exhibit M
(the  "Commodities  Purchas-ing  Agree-ment").    At or prior to the Domes-tic
       ------------------------------------
Closings, Ralston and the Pro-tein Subsidiar-ies shall enter into, execute and
deliver a li-cense-back of cer-tain Intel-lec-tu-al Prop-er-ty sub-stan-tially
in  the  form  at-tached  hereto  as  Exhib-it K (the "Intel-lectual Proper-ty
                                                       -----------------------
Assignment").
     -----

ARTICLE  VIISection  .22                    Reorganization      Reorganization
                                            --------------      --------------
Reorganization          Reorganization.  The parties hereto intend each of the
        ------          --------------
Mergers  and  each  of  the  Foreign Exchanges to qualify as a reorganiza-tion
under  section  368(a)  of the Code.  Each party and its affili-ates shall use
all  reason-able efforts to cause the Merg-ers and the Foreign Exchanges to so
qualify.    The  parties  hereto  and  their respective Subsidiaries and other
affiliates  shall  not  (a) take any ac-tion, including any trans-fer or other
dispo-si-tion of assets or any inter-est in the Protein Subsidiaries before or
     after  the  Domestic Clos-ings and the Foreign Closings, that would cause
any Merger or any Foreign Exchange not to qualify as a reor-gani-zation within
the  mean-ing  of section 368(a) of the Code and any comparable state or local
tax  stat-ute  or  (b)  enter  into  any  contract, agree-ment, com-mitment or
arrange-ment  to  take  any  such  action;  provided  that  the parties hereto
                                            --------  ----
expressly  agree  that Du Pont shall be permitted to transfer the stock of any
or  all  of  the  Protein  Subsidiaries to a controlled (within the meaning of
Section  368(c)  of the Code) Subsid-iary of Du Pont at any time following the
rele-vant  Domestic  Closing  or  Foreign  Closing,  as  the  case  may  be.

ARTICLE  VIISection  .23             Cash and Bank Accounts.     Cash and Bank
                                     ----------------------      -------------
Accounts.          Cash  and  Bank  Accounts.          Cash and Bank Accounts.
    ----           -------------------------           ----------------------

(a)              With  respect to U.S. Protein Subsidiaries, until the Initial
Com-pletion  Date,  Ralston shall continue to employ cash management practices
consistent  with  those  em-ployed  immediately  prior  to  the  date  of this
Agreement,  in-cluding  (i)  continuing  to  col-lect funds generated from the
Business  from  bank accounts of Ralston and the U.S. Protein Subsidiaries and
through  Ralston's  standard  cash  management  transfer  system;  and  (ii)
continuing  to  fund  the  bank  ac-counts  of  Ralston  and  the U.S. Protein
Subsidiaries  in  connection with cash dis-bursements related to the Business.

(b)             The following provisions of this subsection (b) are subject to
Section 6.14(e) hereof.  All col-lec-tion and dis-burse-ment bank ac-counts of
     the  U.S.  Pro-tein  Subsid-iaries existing as of the Initial Comple-tion
Date,  including  the  balances  therein, shall be retained at Closing by such
U.S.  Protein Subsidiar-ies, which shall retain lia-bility with respect to all
checks  or  other drafts or with-drawals written on all such accounts prior to
the  Closing.    Notwithstanding  the  foregoing,  it is the inten-tion of the
parties  that the book cash balance of the U.S. Pro-tein Subsid-iaries, in the
aggre-gate,  as  of  11:59  PM  on November 30, 1997 shall be zero, and to the
extent  that  the  actual  bal-ance,  determined  in  the  ordi-nary  course
con-sis-tent with past practices, is negative, Ralston shall pay to Du Pont an
amount  equal  to  such  short-fall.   To the extent that the actual book cash
balance  is positive, Du Pont shall remit to Ralston the amount of such excess
over  zero.   Prior to any such payment, Ralston shall have the opportunity to
review the books and records of the U.S. Pro-tein Subsidiar-ies and to confirm
transactions  with  banks  utilized  by  them in order to verify amounts to be
paid.    All  disbursement bank ac-counts of Ralston which are utilized by the
Business prior to the Ini-tial Completion Date shall be retained at Closing by
Ralston,  which  shall  retain  liability with re-spect to all checks or other
drafts  or  withdrawals  written  on  all  such  accounts prior to 11:59 PM on
November  30,  1997.    At  Clos-ing,  no  other  checks  or  other  drafts or
with-drawals  of the Busi-ness shall be made against such ac-counts, except as
may  be  pro-vided  in the Bridging Services Agree-ment.  All bona fide checks
and  other instru-ments depos-ited in Ralston accounts or accounts of the U.S.
Protein Subsid-iaries prior to the Initial Com-pletion Date and related to the
operations  of  the  Business  which are returned to such accounts thereaf-ter
shall  be  assigned  to and shall become the responsibility of Du Pont, and Du
Pont  shall  reimburse  Ralston  as  soon  as  practicable  for all such items
re-turned  to  Ralston  accounts  upon  the  transfer to Du Pont of all rights
relating  to  such  checks  or  instruments  and  the re-ceipt by Du Pont or a
Pro-tein  Subsid-iary  of pay-ment in cash in respect of such re-turned items;
pro-vid-ed  that such reim-burse-ment shall be limit-ed to the amount actually
 ---------  ----
re-ceived by Du Pont or a Protein Subsid-iary and Du Pont shall use reasonable
best  efforts  to  collect  such  checks  in  full.

(c)             The following provisions of this subsection (c) are subject to
Section  6.14(e)  hereof.  With respect to Foreign Protein Subsidiaries, until
11:59  PM  on  November  30,  1997,  Ralston  shall  employ  cash  manage-ment
practices, through capital contribu-tions, divi-dends or other distribu-tions,
     or other-wise as appropri-ate, in a manner designed to provide that as of
such time the aggregate book cash balance of the Foreign Protein Subsid-iaries
(other  than  amounts  placed in escrow accounts in defeasance of outstand-ing
Indebtedness  of  any of the Foreign Protein Subsidiaries) will be One Million
Eight  Hundred  Thousand Dollars ($1,800,000), and that such aggre-gate amount
will be allo-cated among the various Foreign Protein Subsidiaries as necessary
to  provide  for  their respec-tive ordinary cash requirements.  To the extent
that  the  actual  aggregate  book cash balance is less than One Million Eight
Hundred  Thousand Dollars ($1,800,000), Ralston shall pay to Du Pont an amount
equal  to  such  shortfall.  To the extent that the actual aggregate book cash
balance  is in excess of Two Million Dollars ($2,000,000), Du Pont shall issue
shares  of  Du Pont Common Stock to Ralston which are equal in value, based on
the closing sale price of Du Pont Common Stock at the time of issuance, to the
amount  of  the  excess  over  One  Mil-lion  Eight Hun-dred Thousand Dol-lars
($1,800,000).   Prior to any such payment or issu-ance, Ralston shall have the
oppor-tunity  to  review  the  books  and  records  of  the  Foreign  Pro-tein
Subsid-iaries and to confirm transactions with banks utilized by them in order
to  verify  amounts  to  be  paid  or  issued.    On and following the Initial
Completion  Date,  even  if  the  Closings with respect to any Foreign Protein
Subsid-iaries  have not occurred, Ralston shall no longer authorize divi-dends
or other distri-butions to be made by, or capital contributions to be made to,
any  Foreign  Protein  Subsidiar-ies,  and  any  funding of cash needs of such
Subsidiaries  for  which  Closings  have not occurred shall be made by Du Pont
pursuant  to  the terms of the re-spective Operating Agree-ments.  In addition
to  the  foregoing, PTI Argentina shall have an aggregate book cash balance of
Eight  Hun-dred  Sev-enty Two Hundred Thousand Dol-lars ($872,000) and Pointer
shall  have  an  aggregate  book  cash  balance of Two Mil-lion Eight Hun-dred
Thousand  Dol-lars  ($2,800,000),  which  amounts  shall  be excluded from the
calculation  of  the  $1,800,000  and  the $2,000,000 amounts set forth above.

(d)              Separate from and without otherwise limiting or affecting the
provisions  of  Section  6.14(b)  hereof,  (i)  Fiber  Sales shall have at the
Effective  Time  an addition-al amount of Nine Million Dollars ($9,000,000) in
cash  (the  "Excess Cash") and (ii) Ralston shall pay an additional $1,850,080
             -----------
to  PTI  on  or  promptly  following  the  Initial  Com-ple-tion  Date.

(e)            The parties have determined, in accor-dance with and subject to
Section  2.5(a)(iv) hereof, that the eco-nom-ics of the Closings shall be such
as  to  transfer economic owner-ship of cash flows of the Busi-ness to Du Pont
as  of  11:59  PM  (local  time)  on November 30, 1997 rather than the Initial
Completion  Date.    According-ly,  the  calculations  set  forth  above  in
subsections  (b)  and  (c)  of  this  Section 6.14 shall be subject to further
adjust-ment,  as  set  forth  below.  Ralston shall keep track of (x) all cash
receipts  of  the  Protein  Subsidiaries,  minus  (y)  the  sum  of  all  cash
dis-bursements of, and cash con-tributions by Ralston or a Sub-sidiary thereof
     (other  than  a  Protein Sub-sidiary) to, the Protein Subsidiaries during
the  period from 11:59 PM on November 30, 1997 to 12:01 AM on December 3, 1997
(such  amount,  the  "Ad-just-ment  Amount") and shall inform Du Pont promptly
                      --------------------
upon  calcu-lating the Adjust-ment Amount.  Cash receipts shall include checks
received.    Du Pont shall have the right to review Ralston's calcu-la-tion of
the  Ad-justment  Amount  and  the  back-up  there-for.    In the event of any
dis-pute  between  the  par-ties, they shall use their best efforts to resolve
it.    In  the  event  the  parties  agree,  or  it is otherwise conclu-sively
deter-mined,  that  (i)  the  Ad-justment  Amount  is nega-tive, Du Pont shall
deliver  addition-al  shares  of  Du Pont Common Stock, or (ii) the Adjustment
Amount  is positive, Ralston shall deliver shares of Du Pont Common Stock back
to Du Pont, in each case with an aggregate value (based on the market price of
Du  Pont  Common  Stock  at  the time of delivery or redelivery) equal to such
Adjustment  Amount.    Such shares of Du Pont Common Stock shall be deliv-ered
for  the  benefit  of,  or  redelivered  on behalf of, the appropriate Protein
Subsidiar-ies, based on what the calcula-tion of such Adjust-ment Amount would
be  for  such  Protein  Subsidiary  separately.

ARTICLE VIISection .24          Industrial Revenue Bonds and Other Real Estate
                                ----------------------------------------------
     Issues          Industrial  Revenue  Bonds  and  Other Real Estate Issues
     ------          ---------------------------------------------------------
Industrial  Revenue  Bonds and Other Real Estate Issues     Industrial Revenue
    ---------------------------------------------------     ------------------
Bonds  and  Other  Real  Estate  Issues.
 --------------------------------------

(a)        Certain facilities, equipment and other pro-jects located at Pryor,
Oklahoma (the "Projects") are the subject of various loan agreements (the "IRB
               --------                                                    ---
     Loan  Agree-ments")  or  lease  agree-ments  (the "IRB Lease Agreements")
     -----------------                                  --------------------
entered  into in con-nection with the issuance by the Oklahoma Ordinance Works
Authority  (the  "Authority") of various tax exempt bond issues (the "Bonds").
                  ---------                                           -----
The IRB Loan Agreements, the IRB Lease Agree-ments and the Bonds are listed in
Section 6.15 of the Ralston Dis-closure Schedule.  Ralston shall remain liable
for  all  debts, liabili-ties, payments and obli-ga-tions (including financial
re-porting  obliga-tions)  with  respect  to  the IRB Loan Agreements, the IRB
Lease  Agreements  and the Bonds, except as otherwise herein agreed, and shall
hold and save Du Pont, and PTI (or any other Protein Subsid-iary operating the
Projects) harmless from the foregoing includ-ing any costs of admin-is-tration
reasonably incurred and any losses sus-tained as a result of Ralston's failure
to  per-form,  comply  with  or  pay  such  debts,  liabilities, pay-ments and
obliga-tions,  includ-ing  without  limitation  any  and  all  lia-bility  to
bond-holders  or  any  other  person  in  the event any such bonds cease to be
deemed  tax-exempt.    Except  as  set forth below, Ralston shall sublease the
Projects  which  are  the  subject  of the IRB Lease Agree-ments to PTI, which
sub-lease  shall  be  substantially in the form attached hereto as Exhib-it L.
Ralston  cove-nants and agrees that upon the defea-sance or maturity by reason
of accelera-tion, re-demption or other-wise of the bond indebted-ness relating
to  the  Pro-jects which are the subject of the IRB Lease Agree-ments, or upon
the  reason-able  request  of Du Pont or PTI, Ralston will timely and promptly
acquire  fee  title  there-to  and  transfer  such fee title to PTI or another
desig-nated  Protein  Subsid-iary.  Ralston also cove-nants and agrees that it
will,  on  the  Initial  Completion  Date,  send  appropri-ate  notice  to the
Authority  and  to  each  trustee  under the inden-tures pursuant to which the
Bonds  were  issued of the assign-ments, subleases and conveyances pursuant to
the  provi-sions  hereof, all as may be required by the terms of such Bonds or
inden-tures.

(b)        Du Pont agrees to cause PTI, or any other Sub-sidiary operating the
Projects,  to  permit  the respec-tive issuers or trustees with respect to the
Bonds,  or  their  duly  authorized  agents,  to  enter its facilities for the
pur-pose  of  examination  and  inspection of said Projects, at all reasonable
times  during normal business hours, subject to any other rights which Ralston
may  have  under  the  indentures  or  other agree-ments related to the Bonds.

ARTICLE  VIISection  .25             Interim Operations of Du Pont     Interim
                                     -----------------------------     -------
Operations of Du Pont     Interim Operations of Du Pont     Interim Operations
    -----------------     -----------------------------     ------------------
     of  Du  Pont.   Du Pont covenants and agrees that, except as set forth in
     ------------
Section 6.16 of the Du Pont Disclosure Schedule or as con-sented to by Ralston
in  writing,  after  the  date  here-of,  and  prior  to  the  Effective Time:

(a)       the business of Du Pont and its Sub-sidiar-ies shall be conducted in
     all material respects only in the ordi-nary and usual course of business;

(b)               it shall not declare, set aside or pay any dividend or other
distribution payable in stock or property (other than in cash) with respect to
     its  capital  stock  if  such action has a materi-al adverse impact on Du
Pont's  stock  price;

(c)            it shall not split, combine or re-classify any of its shares of
capital  stock unless appro-priate adjustment is made to the Merger Conversion
Ratios  and  the number of Du Pont Shares to be issued pursuant to the Foreign
Exchanges;

(d)          it shall not adopt, as to itself, a plan of com-plete or par-tial
liquidation,  dissolution,  merg-er,  con-soli-dation,  re-struc-tur-ing,
recapitalization  or  other  reorga-niza-tion;  and

(e)            it shall not take, omit to take, agree to take, or agree not to
take,  any  action  that would:  (i) make any representation or warranty of Du
Pont or its Subsidiar-ies contained herein inaccurate in any respect at, or as
     of  any time prior to, the Effective Time or (ii) cause or be reason-ably
likely  to  result in any of the condi-tions to the transac-tions contemplated
by  this Agreement not being satis-fied or materially impair the ability of Du
Pont  or  its  Subsidiaries  to  consummate  such  transactions.

ARTICLE  VIISection  .26               Delivery of Surveys and Title Poli-cies
                                       ---------------------------------------
Delivery  of  Surveys  and  Title  Poli-cies     Delivery of Surveys and Title
  ------------------------------------------     -----------------------------
Poli-cies     Delivery of Surveys and Title Poli-cies.  Ralston agrees that it
  -------     ---------------------------------------
     shall,  and shall cause its Subsidiaries to, deliver to Du Pont copies of
all  sur-veys  and  title  policies  relating  to  each  of the manufactur-ing
facil-i-ties  of the Business located in the United States and the appropriate
evidence  of  ownership  of the manu-fac-tur-ing facility in Belgium prompt-ly
upon the re-ceipt of such sur-veys, title poli-cies and evidence of ownership.

ARTICLE  VIISection  .27                    Access  to  Information.
                                            -----------------------

(a)        From and after the Initial Completion Date, Du Pont shall cause the
Protein  Subsidiaries  to afford Ralston, and Ralston shall afford to Du Pont,
and  their  respective  agents,  employees,  accountants,  counsel  and  other
designated  representatives,  reasonable access and duplicat-ing rights during
normal  business  hours  to  all  records,  books,  con-tracts,  instru-ments,
computer  data  and other data and infor-mation (collec-tively, "Information")
                                                                 -----------
within  such  Person's  possession  relating  to  the  Protein  Subsidiaries'
busi-ness-es,  assets or lia-bil-ities, inso-far as such access is reason-ably
requested  by  such  other  party.    Without  limiting  the  forego-ing, such
Information  may  be  requested under this Section 6.18 for audit, accounting,
claims,  litigation  and  Tax  purposes, as well as for purposes of fulfilling
disclo-sure  and  reporting  obligations.

(b)           In connection with any liabilities assumed or retained by either
Ralston,  on  the  one hand, or Du Pont or any of the Protein Subsidiaries, on
the  other  hand,  each  of  the  parties  hereto shall, and shall cause their
respective  agents  and employees to, aid, cooperate with and assist the other
party  or  parties  in their defense of such assumed or retained litigation or
liabilities,  by,  among  other  things, providing such other party or parties
with  full  access  to  pertinent records at such times as such other party or
parties  may  rea-son-ably  re-quest, and making avail-able for depo-si-tions,
testimo-ny  or other consul-tation, such officers, employees or agents as such
party  or parties may reasonably request without cost to such party or parties
except  for  reimburse-ment  by  it  or  them  of  reasonable  out-of-pocket
expenditures  incurred  in  connec-tion with such cooper-ation and assistance.

ARTICLE  VIISection  .28                 Insurance     Insurance     Insurance
                                         ---------     ---------     ---------
Insurance.    Ralston  agrees  to take on a timely basis the following actions
    -----
with  respect  to  the  insur-ance  poli-cies  referred  to below (the actions
specified  in  subsections  (a) (the second sentence thereof) and (b) shall be
taken  prior  to  the  Ini-tial  Com-ple-tion  Date):

(a)             Ralston's current and prior liability insur-ance policies that
provide  coverage  in respect of the opera-tions or activities of the Business
on  an  occurrence  basis  shall  be maintained by Ralston for all occurrences
which  take place prior to the Initial Completion Date.  In addi-tion, Ralston
shall ob-tain, for a period of six years, Cover-age B Dis-covery Cover-age for
     occur-rences  prior  to  the  Ini-tial  Comple-tion  Date under poli-cies
issued  by  XL  (Pol-icy XLUMB-00373, $75MM Limit) and ACE (Policy RAL-5059/5,
$150MM  Limit)  which  are part of the cur-rent Ralston program.  When Du Pont
becomes  aware  of  a possible claim, Du Pont shall notify Ralston in a timely
manner  and Ralston will re-ceive full coop-er-a-tion from Du Pont in pursuing
such  claim  under  the  insur-ance  cover-age.

(b)            The current Ralston Purina Property and Busi-ness Inter-ruption
coverage  provided by Ameri-can Guaran-tee and Liability Insurance Co. (Binder
No. PPR6884311-03) shall be extended to include all of the Business sites that
     are cur-rently covered in the global program until August 31, 1999.  This
extension  will  not  include  coverage  for flood or earthquake.  Du Pont, an
affil-i-ate of Du Pont or a Pro-tein Sub-sid-iary will be a named in-sured and
sole  loss  payee  for  any  Busi-ness-relat-ed  loss.

(c)              Any  open  claims  filed with insurers on behalf of a Protein
Subsidiary, not settled prior to the Initial Completion Date, shall con-tin-ue
     to  be settled by Ralston and any pro-ceeds shall be payable to a Protein
Subsidiary  or  Du  Pont.

(d)       Ralston shall bear the full cost of insur-ance coverages as required
     above,  as  well  as  any  costs  asso-ciated  with the pursuit of claims
payment  from  the  insurance  carri-ers.

(e)         Failure of Ralston to complete any of the above requirements shall
not  absolve it of the responsibili-ty of indemnifying Du Pont and the Protein
Subsidiaries  to  the  extent  provided  herein (including pursuant to Section
9.2(a)(vi)  hereof).    Without limiting the foregoing, Ralston agrees to take
all  action necessary to keep the insur-ance coverages described above in full
force  and  effect  and  to  timely pursue all rights and remedies thereunder.

(f)        Ralston hereby assigns to Du Pont any amounts payable to Ralston or
a Subsidiary of Ralston under any insurance policy referred to in this Section
     6.19  to  the  extent  that  such  amounts  would  constitute Damages (as
de-fined  in  Section 9.2(a) hereof) in respect of which a Du Pont Indemnified
Party  (as  defined  in  Section  9.2(a)  hereof)  would  be  entitled  to  be
indemnified  under  Section 9.2(a) hereof with-out regard to the limi-ta-tions
set  forth  in  Sec-tion  9.2(c)  here-of.    To  the  extent  any  further
docu-menta-tion  or  instru-ments are reason-ably request-ed by Du Pont or are
necessary  to  cause  such  as-sign-ment  to  be effec-tive, Ralston agrees to
promptly  execute  the  same.

ARTICLE  VIISection  .29          Novogen     Novogen     Novogen     Novogen.
                                  -------     -------     -------     -------
Ralston  shall timely make all payments required to be paid by it, and perform
all  other  obligations  to  be  performed  by  it, under the equity pur-chase
agree-ment con-tem-plat-ed by the Purchase Agreement, dated November 14, 1997,
     between  Ralston  and  Novogen  Limit-ed.


ARTICLE  VIII          CONDITIONS     CONDITIONS     CONDITIONS     CONDITIONS

ARTICLE  VIIISection  .10            Conditions to Each Party's Obliga-tion to
                                     -----------------------------------------
Effect  the  Mergers      Conditions to Each Party's Obliga-tion to Effect the
   -----------------      ----------------------------------------------------
Mergers          Conditions  to Each Party's Obliga-tion to Effect the Mergers
  -----          -------------------------------------------------------------
Conditions  to Each Party's Obliga-tion to Effect the Mergers.  The respective
 ------------------------------------------------------------
obliga-tion  of  each  party  to  effect  the  Mergers shall be subject to the
satis-faction  or waiver on or prior to the Initial Completion Date of each of
the  fol-lowing  conditions:

(a)            No statute, rule, order, decree or regu-la-tion shall have been
enact-ed  or pro-mul-gat-ed by any for-eign or domes-tic Gov-ern-mental Entity
(and  be in effect) which pro-hib-its the con-sum-mation of any of the Mergers
or  the  PTIBV  Exchange.

(b)             There shall be no order or in-junc-tion of a foreign or United
States  feder-al  or  state  court  or  other Governmental Entity of competent
juris-diction  in  effect pre-cluding, restrain-ing, enjoining or prohibit-ing
consum-ma-tion  of  the  Mergers.

(c)            The expiration or early termi-na-tion of all applicable waiting
periods  under  the  HSR  Act  shall  have  oc-curred  and  all  governmental
authorizations  or  approvals  re-quired  in  connection with the transactions
contemplated  by  this Agreement shall have been obtained or given, other than
those  authorizations  and  approvals,  the  fail-ure  of  which  to have been
obtained,  would not, in the aggregate, have a Mate-rial Adverse Effect on the
Busi-ness,  taken  as  a  whole.

(d)          Between the date of this Agreement and the Effec-tive Time, there
shall  not have occurred, and then be in effect, any delisting on The New York
Stock  Ex-change  of  the  Du  Pont  Shares.


ARTICLE  VIIISection  .11             Conditions to Obligation of U.S. Protein
                                      ----------------------------------------
Subsidiaries  to  Effect  the  Mergers        Conditions to Obligation of U.S.
    ----------------------------------        --------------------------------
Protein  Subsidiaries  to  Effect  the Mergers     Conditions to Obligation of
    ------------------------------------------     ---------------------------
U.S.  Protein  Subsidiaries to Effect the Mergers     Conditions to Obligation
   ----------------------------------------------     ------------------------
of U.S. Protein Subsidiaries to Effect the Mergers.  The obli-ga-tions of each
 -------------------------------------------------
     U.S.  Protein  Subsidiary to effect the Merg-ers shall be sub-ject to the
satis-fac-tion  or  waiver  on or prior to the Initial Comple-tion Date of the
fol-low-ing  addi-tional  condi-tions:

(a)               Du Pont and the Du Pont Merger Subsidiar-ies shall have each
per-formed  or  complied  in all material re-spects with all obli-ga-tions and
agree-ments  required  to  be  performed  or  com-plied  with by it under this
Agreement  at  or  prior  to  the  Effec-tive  Time.

(b)              The representations and warranties of Du Pont and the Du Pont
Merger  Subsidiaries contained in this Agree-ment shall be true and correct in
all  material respects at and as of the Effective Time as if made at and as of
such  date,  and  the  aggregate  effect  of  all  inaccura-cies  in  the
repre-sen-ta-tions  and  war-ran-ties  of  Du  Pont  and  the  Du  Pont Merger
Subsidiaries  con-tained  in  this Agree-ment (without taking into account any
qualifi-ca-tions,  exceptions  or  limi-tations  as to materiality or Material
Adverse  Effect  con-tained in such repre-sen-ta-tions and war-ran-ties) as if
made  at and as of the Effec-tive Time, did not and would not have a Mate-rial
Ad-verse  Effect  on  Du  Pont  and  its  Subsid-iaries,  taken  as  a  whole.

(c)          From the date of this Agreement through the Effective Time, there
     shall not have been any event, fact, condition, change or effect that is,
or  is  reason-ably  likely  to  be,  materially  adverse  to  the  condi-tion
(fi-nan-cial  or other-wise), as-sets, busi-ness-es or re-sults of opera-tions
of  Du  Pont  and  its  Subsid-iaries,  taken  as  a  whole.

(d)            Such licenses, permits, con-sents, approv-als, authoriza-tions,
qualifications  and  orders of Govern-mental Entities and other third par-ties
as  are  neces-sary in connec-tion with the Mergers shall have been ob-tained,
except  where  the  failure  to  obtain  such  licens-es,  per-mits, consents,
ap-provals,  authoriza-tions,  quali-fica-tions  and  orders  would  not,
individu-ally  or  in  the  aggre-gate with all other fail-ures, reasonably be
expected  to  have  a Material Adverse Effect on Ralston and its Subsid-iaries
(other  than  the  Protein Subsid-iaries, taken as a whole) or Du Pont and its
Subsidiaries,  taken  as  a  whole.

(e)              Stockholder shall have received a cer-tifi-cate from the Vice
President  and  General  Manager  of  Du  Pont's  Agri-cul-tur-al  Prod-ucts
Divi-sion,  dated  the  Clos-ing  Date, to the effect that the condi-tions set
forth  in  paragraphs  (a),  (b),  (c)  and  (d)  above  have been satis-fied.

(f)              Du  Pont  shall  have  executed  and delivered to Ralston the
Registration  Rights  Agreement,  the  Bridging  Ser-vices  Agreement, the Tax
Sharing  Agree-ment,  the  Head-quar-ters  Lease  and  the  R&D  Lease.

(g)          Ralston shall have received the opinion of tax counsel to Ralston
     to  the  effect that (i) the Mergers and the Foreign Ex-changes will each
consti-tute  a reorga-niza-tion for United States feder-al income tax purposes
within the meaning of section 368(a) of the Code and (ii) Du Pont, each of the
Du  Pont  Merger  Sub-sid-iaries,  each of the U.S. Pro-tein Subsid-iaries and
each  of  the  Foreign  Protein  Subsid-iaries  -will  be  a  party  to  their
respec-tive  reor-gani-za-tions  within the mean-ing of sec-tion 368(b) of the
Code.    Ralston  and  Du  Pont  shall  each  deliver to Ralston's tax counsel
representation  letters  relat-ing  to  each  of  the Merg-ers and each of the
For-eign  Ex-chang-es  quali-fying  as  a  reor-gani-zation  for United States
feder-al  income  tax  pur-poses  within  the meaning of section 368(a) of the
Code,  substan-tially in the form at-tached hereto as Exhibits G-1 and G-2 (in
the  case of Du Pont) and Exhibits H-1 and H-2 (in the case of Ralston).  Such
representation  letters of Ralston and such representa-tion letters of Du Pont
shall  con-stitute  repre-senta-tions and war-ran-ties of Ralston and Du Pont,
re-spec-tive-ly.

ARTICLE  VIIISection .12          Conditions to Obligation of the Du Pont U.S.
                                  --------------------------------------------
Merger  Subsidiaries to Effect the Mergers     Conditions to Obligation of the
------------------------------------------     -------------------------------
Du  Pont  U.S.  Merger  Subsidiaries  to  Effect the Mergers     Conditions to
------------------------------------------------------------     -------------
Obligation  of  the  Du  Pont  U.S.  Merger Subsidiaries to Effect the Mergers
------------------------------------------------------------------------------
Conditions to Obligation of the Du Pont U.S. Merger Subsidiaries to Effect the
------------------------------------------------------------------------------
     Mergers.    The  obligations of the Du Pont Merger Subsidiaries to effect
     -------
the  Mergers  shall  be subject to the satis-fac-tion or waiver on or prior to
the  Closing  Date  of  the  follow-ing  addi-tion-al  condi-tions:

(a)             Ralston, Stockholder and the Protein Subsid-iar-ies shall each
have  per-formed  or com-plied in all mate-ri-al respects with all obligations
and  agree-ments  re-quired to be per-formed or complied with by it under this
Agreement  at  or  prior  to  the  Effective  Time.

(b)              The representations and warranties of Ralston and Stockholder
con-tained  in  this  Agree-ment  shall  be  true and cor-rect in all material
respects  at  and as of the Effec-tive Time as if made at and as of such date,
and  the  aggre-gate effect of all inaccura-cies in the repre-sen-ta-tions and
war-ran-ties  of Ralston, Stockholder and the Protein Subsid-iaries con-tained
in  this  Agree-ment  (with-out  taking  into  account  any  quali-fica-tions,
exceptions  or  limita-tions  as  to  materi-ality  or Material Adverse Effect
con-tained in such repre-senta-tions and war-ran-ties) as if made at and as of
     the  Effec-tive  Time,  did  not and would not, have a Mate-rial Ad-verse
Effect  on  the  Busi-ness,  taken  as  a  whole.

(c)          From the date of this Agreement through the Effective Time, there
shall  not  have been any event, fact, condition, change or effect that is, or
is reason-ably likely to be, materially adverse to the condi-tion (fi-nan-cial
     or  other-wise),  as-sets, busi-ness-es or re-sults of opera-tions of the
Protein  Subsidiaries,  taken  as  a  whole.

(d)            Such licenses, permits, con-sents, approv-als, authoriza-tions,
qualifications  and  orders of Govern-mental Entities and other third par-ties
as  are  neces-sary  in  connec-tion  with  the Mergers or the transfer of any
assets to be transferred hereunder shall have been ob-tained, except where the
     fail-ure  to  obtain  such  licens-es,  per-mits, con-sents, ap-prov-als,
authori-zations,  quali-fica-tions  and orders would not, indi-vidu-ally or in
the  aggre-gate  with  all  other fail-ures, rea-sonably be expected to have a
Materi-al  Adverse  Effect  on  (i)  Du Pont and its Sub-sid-iar-ies, taken as
whole  or  (ii)  the  U.S.  Pro-tein  Subsid-iaries,  taken  as  a  whole.

(e)       Du Pont shall have received a certifi-cate from the Chief Execu-tive
     Offi-cer  of  PTI  and the Chief Finan-cial Officer of Ralston, dated the
Clos-ing Date, to the effect that the condi-tions set forth in paragraphs (a),
(b),  (c)  and  (d)  above  have  been  satis-fied.

(f)                At the Effective Time, there shall not be any out-stand-ing
op-tions,  war-rants,  calls,  pre-emp-tive  rights,  sub-scrip-tions or other
rights, agree-ments, ar-rangements or com-mitments of any character of Ralston
     or  any  of  its  Sub-sidiar-ies  obligat-ing  Ralston  or  any  of  its
Subsidiaries  to  issue, trans-fer or sell or cause to be issued, trans-ferred
or  sold any shares of capital stock of, or other equity interest in, the U.S.
Protein  Subsid-iar-ies  or  any  Foreign  Protein  Subsid-iary being acquired
concur-rently  with  such  Closing  or any of their respective Subsidiaries or
securi-ties  con-vert-ible  into  or  ex-change-able for such shares or equity
interests, or obli-gating Ralston or any of its Sub-sidiaries to grant, extend
or  enter  into  any such option, warrant, call, subscrip-tion or other right,
agreement,  arrangement  or  commit-ment.

(g)              Ralston  shall  have  executed  and  delivered to Du Pont the
Registration  Rights  Agreement,  the  Bridg-ing  Services Agree-ment, the Tax
Shar-ing Agree-ment, the Headquar-ters Lease, the R&D Lease, the Intel-lectual
     Property  Assign-ment  and  the  Commodities  Purchasing  Agree-ment.

(h)          Du Pont shall have received the opinion of tax counsel to Du Pont
     to  the  effect that (i) the Mergers and the Foreign Ex-changes will each
consti-tute  a reorga-niza-tion for United States feder-al income tax purposes
within the meaning of section 368(a) of the Code and (ii) Du Pont, each of the
Du  Pont  Merger  Sub-sid-iaries, each of the U.S. Pro-tein Sub-sid-iaries and
each  of  the  Foreign  Protein  Subsid-iaries  -will  be  a  party  to  their
respec-tive  reor-gani-za-tions  within the mean-ing of sec-tion 368(b) of the
Code.    Ralston  and  Du  Pont  shall  each  deliver to Du Pont's tax counsel
representation  letters  relating  to  each  of  the  Mergers  and each of the
For-eign  Ex-chang-es  qualifying  as  a  reorga-ni-zation  for  United States
feder-al  income  tax  pur-poses  within  the meaning of section 368(a) of the
Code, sub-stan-tially in the form at-tached hereto as Exhibits G-1 and G-2 (in
the case of Du Pont) and Exhib-its H-1 and H-2 (in the case of Ralston).  Such
representation  letters of Ralston and such representa-tion letters of Du Pont
shall  con-stitute  representa-tions  and war-ran-ties of Ralston and Du Pont,
respectively.

(i)             Substantially concurrently with the Merger Closings, the PTIFS
Liquidation  and  the  PTIBV  Exchange  shall  have  occurred or be occurring.

ARTICLE  VIIISection  .13          Conditions to Obligation of Stock-holder to
                                   -------------------------------------------
Effect  the  Foreign Exchanges     Conditions to Obligation of Stock-holder to
 -----------------------------     -------------------------------------------
Effect  the  Foreign Exchanges     Conditions to Obligation of Stock-holder to
 -----------------------------     -------------------------------------------
Effect  the  Foreign Exchanges     Conditions to Obligation of Stock-holder to
 -----------------------------     -------------------------------------------
Effect  the Foreign Exchanges.  The obliga-tions of Stockholder to effect each
 ----------------------------
Foreign Exchange shall be subject to the satisfaction or waiver on or prior to
     the  Foreign  Closing  Date  related  thereto of the following additional
conditions  insofar  as  they  relate  to  the  Foreign Exchange of applicable
For-eign  Protein  Shares:

(a)         The Domestic Closing shall have oc-curred prior to or simultaneous
with  such  Foreign  Closing.

(b)            Such licenses, permits, con-sents, approv-als, authoriza-tions,
qualifications  and  orders  of foreign Govern-mental Entities and other third
par-ties as are neces-sary in connec-tion with such Foreign Closing shall have
     been  ob-tained,  except  where  the  failure  to  obtain such licens-es,
permits,  consents,  approvals,  authoriza-tions,  quali-fications  and orders
would  not,  individu-ally  or  in  the  aggregate  with  all  other failures,
reasonably  be  expected to have a Materi-al Adverse Effect on Ralston and its
Subsidiaries  (other  than the Protein Subsidiar-ies), taken as a whole, or Du
Pont  and  its  Subsidiar-ies,  taken  as  a  whole.

(c)          To the extent the following is applicable, if at all, each of the
further  conditions  set  forth  in  the  Sec-tion  of  the applicable Foreign
Exchange  Agreement,  if  any,  entitled  "Conditions  to  Stockholder's
Obli-ga-tions" (all of which may be waived in whole or in part by Stockholder,
     which  is  transferring the shares of stock of such foreign entity) shall
have  been  satisfied  or  waived  prior  to or simultaneous with such Foreign
Closing.

(d)       In the case of the PTIBV Exchange, the PTIFS Liqui-d-ati-on--- shall
     have  occurred  no later than immediately prior to such Foreign Clos-ing.

ARTICLE VIIISection .14          Conditions to Obligation of Du Pont to Effect
                                 ---------------------------------------------
     the  Foreign  Exchanges     Conditions to Obligation of Du Pont to Effect
     -----------------------     ---------------------------------------------
the  Foreign  Exchanges      Conditions to Obligation of Du Pont to Effect the
 ----------------------      -------------------------------------------------
Foreign  Exchanges          Conditions  to Obligation of Du Pont to Effect the
 -----------------          --------------------------------------------------
Foreign Exchanges.  The obliga-tion of Du Pont to effect each Foreign Exchange
 ----------------
shall  be  sub-ject  to the satisfac-tion or waiver on or prior to the Foreign
Closing  Date  related thereto of the following additional condi-tions insofar
as  they  relate to the Foreign Exchange of applicable Foreign Protein Shares:

(a)         The Domestic Closing shall have oc-curred prior to or simultaneous
with  such  Foreign  Closing.

(b)            Such licenses, permits, con-sents, approv-als, authoriza-tions,
qualifications  and  orders  of foreign Govern-mental Entities and other third
par-ties as are neces-sary in connec-tion with such Foreign Closing shall have
     been  ob-tained,  except  where  the  failure  to  obtain such licens-es,
permits,  consents,  approvals,  authoriza-tions,  quali-fications  and orders
would  not,  individu-ally  or  in  the  aggregate  with  all  other failures,
reasonably  be  expected  to  have  a Materi-al Adverse Effect on such Foreign
Protein Subsidiary and its Subsidiar-ies, taken as a whole, or Du Pont and its
Subsid-iaries,  taken  as  a  whole.

(c)          To the extent the following is applicable, if at all, each of the
further  conditions  set  forth  in  the  Sec-tion  of  the applicable Foreign
Exchange  Agreement,  if  any, entitled "Conditions to Du Pont's Obli-gations"
(all  of  which  may be waived in whole or in part by Du Pont) shall have been
satisfied  or  waived  prior  to  or  simultaneous with such For-eign Closing.

(d)         At such Foreign Closing Date, there shall not be any out-stand-ing
op-tions,  war-rants,  calls,  pre-emp-tive  rights,  sub-scrip-tions or other
rights,  agree-ments,  ar-range-ments or com-mitments of any character of such
Foreign  Pro-tein  Subsidiary  being  acquired  or  any  of  its  Subsidiaries
obligat-ing  such  Foreign  Protein  Subsidiary  or any of its Subsidiaries to
issue,  trans-fer  or  sell  or  cause  to be issued, trans-ferred or sold any
shares of capital stock of, or other equity inter-est in, such Foreign Protein
     Subsidiary  being acquired concur-rently with such Foreign Closing or any
of  its or securi-ties con-vert-ible into or ex-change-able for such shares or
equity interests, or obli-gating such Foreign Protein Subsidiary or any of its
Subsidiaries  to  grant,  extend or enter into any such option, warrant, call,
sub-scrip-tion  or  other  right,  agreement,  arrangement  or  commit-ment.

(e)         On such Foreign Closing Date, the repre-senta-tion and warranty of
Ralston  and  Stockholder  insofar  as  it  relates  to the applicable Foreign
Protein  Subsidiary  and  its  Subsidiaries  set forth in Sec-tion 4.18 hereof
shall  be  true  and  cor-rect  as  of  such  Closing  Date  as  though  such
repre-senta-tion  and  warran-ty  had  been  made  on  and  as  of  such date.

(f)       In the case of the PTIBV Exchange, the PTIFS Liqui-d-ati-on--- shall
     have  occurred  prior to or simul-ta-neous with such Foreign Closing.  In
the  case of the Closings of the Foreign Exchanges relating to PTI Germany and
PTI  Mos-cow,  the  PTIBV Ex-change shall have occurred prior or simul-taneous
therewith.


ARTICLE  IX
          TERMINATION

ARTICLE  IXSection  .10            Termination     Termination     Termination
                                   -----------     -----------     -----------
     Termination.
     -----------

(a)              This Agreement may be terminated and the Merg-ers and Foreign
Exchanges  contemplated  herein  may  be  aban-doned  at any time prior to the
Initial  Comple-tion  Date:

(i)             by the mutual consent of the Board of Directors of Du Pont and
the  Board  of  Direc-tors  of  Ralston;  or

(ii)              by  either  Du  Pont  or  Ralston:

                         (A)    if the Mergers shall not have oc-curred by the
close  of business on December 8, 1997, or such other date, if any, as Du Pont
and  Ralston  shall  agree upon; pro-vid-ed that the right to ter-mi-nate this
                                 ---------- ----
Agree-ment  under  this Section 8.1(b)(i) shall not be avail-able to any party
whose  failure  to ful-fill any obli-gation under this Agree-ment has been the
cause  of or re-sult-ed in the fail-ure of the Merg-ers to occur on or be-fore
such  date;  or

                         (B)  if  any Governmental Entity shall have issued an
order, decree or rul-ing or taken any other action, in each case per-ma-nently
re-strain-ing,  en-joining  or  other-wise pro-hib-iting any of the Mergers or
the  PTIBV Exchange contem-plated by this Agree-ment  and such order, de-cree,
ruling  or  other  action  shall  have  become  final  and  nonap-pealable.

(b)         This Agreement may be terminated with respect to Foreign Exchanges
not  yet  consummated and the For-eign Ex-chang-es con-tem-plat-ed herein that
have  not  yet  been  consum-mated  may  be  aban-doned  at any time after the
Ini-tial  Comple-tion  Date  by  either Du Pont or Ralston with respect to any
particular  Foreign  Ex-change  if  such For-eign Exchange has not occurred by
December  31, 1999, which date may be extend-ed by the mutual agreement of the
parties  hereto  (the  "Final  Termi-nation  Date").
                        -------------------------

ARTICLE IXSection .11          Effect of Termination     Effect of Termination
                               ---------------------     ---------------------
     Effect  of  Termination       Effect of Termination.  In the event of the
     -----------------------       ---------------------
termination  of  this  Agreement as provided in Section 8.1(a) hereof, written
notice  thereof  shall  forth-with  be  given  to  the  other party or parties
specify-ing  the  provi-sion  hereof  pursu-ant  to which such termina-tion is
made,  and  in  the case of any termination pursuant to Section 8.1(a) hereof,
this  Agree-ment  shall  forthwith become null and void, and there shall be no
liability on the part of any party hereto to any other party hereto; provided,
                                                                     --------
however,  that  no termination pursuant to Sec-tion 8.1(a) or (b) hereof shall
-------
relieve any party hereto for liability for any breach of the provisions hereof
prior  to  the  time  of  such  termina-tion.


ARTICLE  X                    SURVIVAL  AND  INDEMNIFICATION      SURVIVAL AND
INDEMNIFICATION          SURVIVAL  AND  INDEMNIFICATION
          SURVIVAL  AND  INDEMNIFICATION

ARTICLE  XSection  .10          Survival of Representa-tions, War-ran-ties and
                                ----------------------------------------------
Covenants          Survival  of  Representa-tions,  War-ran-ties and Covenants
 --------          -----------------------------------------------------------
Survival  of  Representa-tions,  War-ran-ties  and  Covenants      Survival of
 ------------------------------------------------------------      -----------
Representa-tions,  War-ran-ties  and  Covenants.
 ----------------------------------------------

(a)            The repre-sen-tations and warran-ties con-tained in Section 4.9
hereof  shall  survive all Clos-ings here-under, as well as the termination of
this  Agreement  pursu-ant  to Section 8.1(b) hereof, and remain in full force
and  effect  until  sixty  days  following  the date on which the appli-ca-ble
stat-ute  of  limi-ta-tions  ex-pires.    The  represen-tations and warranties
con-tained in Section 4.15(c) hereof shall sur-vive all Closings hereunder, as
     well  as  the termi-nation of this Agree-ment pursu-ant to Section 8.1(b)
hereof,  and  remain  in full force and effect until the sixth anniver-sary of
the  Initial  Compl-etion  Date.    The  repre-sen-ta-tions  and  war-ran-ties
con-tained  in  Sec-tions  4.2,  4.3,  5.2  and  5.3 hereof shall sur-vive all
Clos-ings hereunder, as well as the termination of this Agree-ment pursuant to
Sec-tion  8.1(b)  hereof,  and  remain  in  full  force  and  effect  with-out
limita-tion.  All other repre-sen-ta-tions and war-ran-ties con-tained in this
Agree-ment shall sur-vive all Clos-ings hereun-der, as well as the termination
of  this Agreement pursuant to Section 8.1(b) hereof, and remain in full force
and  effect  until  December  31,  1999,  at which time they shall termi-nate.

(b)         All cove-nants and agreements con-tained here-in shall survive all
Clos-ings  hereunder, as well as the termi-na-tion of this Agreement pursu-ant
to  Section  8.1(b)  hereof,  and  remain  in  full  force  and effect without
limita-tion.

(c)        Except with respect to covenants and agree-ments to be subsequently
performed,  the  sole  remedy  follow-ing  any  Closing  for any breach of any
represen-ta-tion,  war-ran-ty,  cove-nant  or  agreement  shall be pursuant to
Sections  9.2  and  9.3  hereof,  except  in  the  case  of  fraud.

ARTICLE  XSection  .11                    Indemnification      Indemnification
                                          ---------------      ---------------
Indemnification          Indemnification.
        -------          ---------------

(a)       From and after the Initial Completion Date, Ralston shall indem-nify
     and  hold  harm-less  Du  Pont, the Surviv-ing Corpo-rations, the Foreign
Protein  Subsid-iaries  and  their respective Subsid-iar-ies and all offi-cers
and  direc-tors of the foregoing (col-lec-tive-ly, the "Du -Pont Indem-ni-fied
                                                        ----------------------
Par-ties")  from  and  against  all  lia-bili-ties  or  expenses  (including
--------
attorneys'  fees), judgments, fines, losses, claims, damag-es and amounts paid
--------
in  set-tlement,  including  conse-quen-tial,  incidental and punitive damages
("Damag-es")  to  the extent they are the result of, arise in connection with,
   -------
or  relate  to  (i)  any inac-cu-racy in or breach of any repre-sen-ta-tion or
warranty  con-tained in Article IV of this Agree-ment or in the representation
letters of Ralston refer-enced in Sec-tions 7.2(g) and 7.3(h) hereof, (ii) the
fail-ure of Ralston, Stock-holder or any Pro-tein Subsid-iary to duly per-form
or  ob-serve  any  term,  provi-sion,  cove-nant or agree-ment re-quired to be
per-formed  or  ob-served by Ralston, Stock-holder or such Pro-tein Subsidiary
pursu-ant  to  this  Agree-ment,  (iii)  any  claims  by  any third party that
Ralston, any of its Subsid-iar-ies or any Protein Subsid-iary or any Person on
their  behalf  entered  into any agreement or agree-ment-in-princi-ple or made
any  binding  representation  or prom-ise to such third party with re-spect to
the  sale  of  any  Protein  Subsidiary  or  any  inter-est there-in, (iv) the
Ex-cluded  Assets  or  any  opera-tions or busi-ness conducted with or at such
assets or any liabili-ties related thereto includ-ing any liabilities aris-ing
out  of  the  distri-bution  or  trans-fer  of  such  assets  by  any  Protein
Subsid-iary  to  Stock-holder  or  any  of  its  Sub-sid-iar-ies,  (v) [clause
intentionally omitted] or (vi) any occur-rence, event or loss with re-spect to
which  (but  only  to the extent to which) Ralston or a Subsid-iary thereof is
enti-tled  to recov-ery under the insur-ance coverage which Ralston has or has
agreed  to  main-tain  or  continue  pursuant to Section 6.19 hereof (it being
acknowl-edged  that  this clause (vi) should be indepen-dent of, and shall not
limit  any rights under, any of the preceding clauses (i)-(v)).  For pur-poses
of  clause  (i)  above,  the repre-sen-ta-tions and war-ran-ties con-tained in
Article  IV  hereof  shall  be  deemed to have been made as of the time of the
execu-tion  and  deliv-ery  of  this  Agree-ment and again as of the Clos-ings
occur-ring  on  the  Ini-tial Comple-tion Date and in the case of Section 4.18
here-of,  again  as  of  each  subsequent  Foreign  Closing  Date.    The
con-sum-ma-tion  by  the  Du  Pont  Indem-ni-fied  Par-ties  of  the  Initial
Comple-tion  Date  with  knowledge  of  a breach of war-ran-ty or cove-nant or
misrep-resen-tation by any party hereto shall not con-sti-tute a waiver of any
claim  for  the  Du  Pont's Indem-nified Parties' Damages with respect to such
breach  or  misrepre-senta-tion.  For pur-pos-es of deter-min-ing wheth-er any
Du  Pont  Indem-ni-fied  Party  is  entitled  to indemni-fi-ca-tion under this
Section  9.2(a),  the  parties  shall  ignore  (i)  any  require-ment  in  any
representation  or  warranty  (other  than Section 4.6(ii) here-of) con-tained
herein that an event or fact be mate-rial, have a Mate-rial Ad-verse Effect on
the  Busi-ness,  taken  as  a  whole,  any Protein Sub-sid-iary or the Protein
Sub-sid-iar-ies,  taken  as  a  whole,  and  (ii)  any  other  refer-ence  to
materiality  con-tained  in any such repre-senta-tion or warran-ty (other than
Section  4.10(c)(xi)  here-of);  provid-ed  that  (other  than  a
                                 ---------  ----
mis-rep-re-sen-ta-tion  or  breach  of  the  repre-senta-tion  and  war-ran-ty
con-tained  in Section 4.5 or 4.6(ii) here-of) no indem-ni-fi-ca-tion shall be
re-quired  in  respect  of  any  repre-sen-ta-tion  quali-fied or limited by a
reference  to  Material  Adverse Effect (or in respect of any breach there-of)
unless  the  aggre-gate amount of Damag-es result-ing from, arising out of, or
relating  to such rep-resen-ta-tion or breach exceeds $100,000, in which event
the Du Pont Indem-nified Par-ties shall be entitled to be indemni-fied for the
full  amount  of  such  Damages  without  regard  to  the $100,000 thresh-old,
sub-ject,  howev-er,  to  the  provi-sions  of  Sec-tion  9.2(c)  here-of.

(b)        From and after the Initial Completion Date, Du Pont shall indemnify
and hold harmless Ralston, Stock-holder and each of their respective offi-cers
     and  directors  (col-lec-tive-ly,  the  "Ralston Indem-ni-fied Par-ties")
                                              ------------------------------
from  and  against any Damag-es to the extent they are the result of, arise in
connection  with,  or  relate  to  (i)  any  inac-cu-ra-cy in or breach of any
repre-sen-ta-tion  or  warranty con-tained in Arti-cle V of this Agree-ment or
in  the  representation  letters of Du Pont refer-enced in Sections 7.2(g) and
7.3(h) hereof, (ii) the fail-ure of Du Pont or any Du Pont Merger Sub-sid-iary
to  duly  per-form  or  ob-serve any term, provi-sion, cove-nant or agree-ment
re-quired  to  be  per-formed  or  ob-served by Du Pont or such Du Pont Merger
Subsid-iary  pursu-ant  to this Agreement, (iii) any acts, omis-sions, events,
occur-rences,  circumstanc-es  or  trans-actions of what-soever type or nature
associated  with,  arising  out  of  or  relating  to  the  owner-ship, use or
posses-sion  of the assets of the Business, other than the Excluded Assets, or
its  con-duct  or  operation, whether occur-ring prior to or after the Initial
Completion  Date,  other  than  those  acts, omis-sions, events, occur-rences,
circum-stances  or transac-tions for which Ralston is or would be obligated to
indem-nify  Du  Pont or any other Du Pont Indemni-fied Party pursu-ant to this
Arti-cle  IX  or (iv) [clause intentionally omitted].  For pur-poses of clause
(i)  above,  the  repre-senta-tions  and  war-ran-ties con-tained in Article V
hereof  shall be deemed to have been made as of the time of the execu-tion and
deliv-ery  of  this Agree-ment and again as of the Clos-ings occur-ring on the
Ini-tial  Completion  Date.   The con-sum-ma-tion by the Ralston Indem-ni-fied
Par-ties  of  the  Initial  Completion  Date  with  knowl-edge  of a breach of
war-ranty  or  covenant  or mis-rep-resen-tation by any party hereto shall not
con-sti-tute  a  waiver  of  any claim for the Ralston's Indemni-fied Parties'
Damages  with  respect  to  such  breach  or  misrep-re-sentation.

(c)       Notwithstanding anything herein to the con-trary, no indemnification
     shall be available under Section 9.2(a)(i) or 9.2(b)(i) hereof unless and
until  the  aggre-gate  amount  of Damages that would other-wise be subject to
such  indemnifi-cation  ex-ceeds  Fif-teen  Million Dollars ($15,000,000) (the
"Bas-ket Amount"); pro-vid-ed that in the event such Damages exceed the Basket
   ------------    ---------- ----
Amount,  the  indem-nify-ing  party  shall  indemnify the Du Pont Indem-nified
Par-ties  in the case of Section 9.2(a)(i) hereof or the Ralston Indem-ni-fied
Par-ties  in  the  case  of  Section  9.2(b)(i) hereof for all such Damages in
excess  of the Basket Amount up to an aggre-gate amount of such excess Damages
of  Fif-teen  Mil-lion  Dol-lars ($15,000,000) and there-af-ter for fifty (50)
percent  of  all  such  Damag-es  (that  is, all such Damages exceeding Thirty
Mil-lion  Dol-lars  ($30,000,000));  pro-vid-ed  further  that  the fore-going
                                     ----------  -------  ----
proviso  shall  not  apply  to  Damag-es  that  are  the  result  of, arise in
connection  with,  or  relate  to  any  inac-curacy  in  or  breach  of  any
representa-tion  or  warran-ty  con-tained in Sec-tion 4.1, 4.2, 4.3, 5.1, 5.2
and  5.3.

(d)              [Intentionally  Omitted.]

(e)         Any calculation of Damages for pur-poses of this Section 9.2 shall
be  (i)  net of (A) any Tax benefit to the indemnified party (as determined in
accordance  with  the meth-odology and procedures described in Section 6(d) of
the  Tax  Sharing  Agreement)  and  (B)  any  insur-ance recov-ery made by the
indem-ni-fied  party  (whether  paid  directly  to such indem-ni-fied party or
assigned  by  the  indemnifying  party  to  such  indemni-fied party) and (ii)
grossed  up  for  the  actual  in-crease in income, franchise or other similar
Taxes paid by the indemni-fied party as a result of receiving or accruing such
     indemnity  payments  for  Tax  purposes.   The limitations on Damages set
forth  in  subsection (c) of this Section 9.2 shall only apply to Damages with
respect to which the party entitled to indemnification (including by reason of
Section  9.2(a)(vi)  hereof)  but  without  giving effect to the limi-ta-tions
contained  in  Section  9.2(c)  hereof is not enti-tled to recov-ery there-for
from  any  third-party  insur-er.

(f)                    No  action,  claim  or  set-off for Damag-es subject to
indemnification  under Sec-tion 9.2(a)(i) or 9.2(b)(i) hereof shall be brought
or  made with re-spect to claims for Damag-es re-sult-ing from a breach of any
repre-sen-ta-tion or warranty con-tained in this Agree-ment after the date, if
     any,  on  which  such  repre-senta-tion  or  war-ranty  shall  termi-nate
pur-su-ant  to  Sec-tion  9.1  here-of; provided, however, that any claim made
                                        --------  -------
with  rea-sonable  speci-ficity  by  the  party seeking indemni-fica-tion (the
"Indem-nified Party") to the party from which indem-nifica-tion is sought (the
    ---------------
"Indemni-fying Party") within the time periods set forth in Section 9.1 hereof
 -------------------
shall  survive (and be subject to indem-ni-fi-ca-tion) until it is finally and
fully  re-solved.

(g)             Upon receipt by the Indemnified Party of notice of any action,
suit, proceeding, claim, demand or as-sess-ment against such Indemnified Party
     which might give rise to a claim for Damages, the Indemnified Party shall
give prompt written notice thereof to the Indemni-fy-ing Party indicat-ing the
nature  of  such  claim  and the basis there-for, provided that the failure to
                                                  -------- ----
give  such  prompt  notice  shall  not  relieve  the Indemnifying Party of its
obligations  here-under  except  to  the extent the Indem-nifying Party or the
defense  of  any  such  claim  is preju-diced thereby.  A claim to indem-ni-ty
here-un-der  may, at the option of the Indemni-fied Party, be asserted as soon
as  Damages  have  been  threat-ened  by  a third party orally or in writ-ing,
regard-less of whether actual harm has been suffered or out-of-pocket expenses
incurred,  provided  the Indemni-fied Party shall reasonably determine that it
may be liable or otherwise incur such Damages.  However, pay-ments for Damages
by  the  Indemnifying  Party  in  respect  of  third  party claims against the
Indemni-fied  Party  shall  not  be  re-quired  except  to the extent that the
Indemnified  Party  has  expended  out-of-pocket sums.  The Indemnifying Party
shall  have  the  right,  at its option, to assume the de-fense of, at its own
expense  and  by  its  own  counsel,  any  such matter involving the assert-ed
liability  of  the  Indemnified  Party  so long as the Indemnify-ing Party has
ac-knowledged and agreed in writing that if the same is adversely deter-mined,
the Indemnify-ing Party will have an obligation to provide indemnifica-tion to
the Indemni-fied Party in respect thereof.  If any Indem-ni-fy-ing Party shall
under-take  to  com-pro-mise or defend any such assert-ed liabili-ty, it shall
promptly  notify  the  Indemni-fied  Party of its inten-tion to do so, and the
Indemnified  Party  agrees to coop-erate fully with the Indemnifying Party and
its  counsel  in  the  compromise  of,  or defense against, any such as-serted
liability;  provid-ed,  however, that the Indemnify-ing Party shall not settle
            ---------   -------
any  such  asserted  liability  without the written consent of the Indemnified
Party (which consent will not be unreasonably withheld).  No Indemnified Party
shall  have  any  right  to  settle  or  compromise any asserted liabili-ty in
respect  of  any  claim  or  proceeding  of which the Indem-nify-ing Party has
as-sumed  the  defense as set forth above.  Not-with-stand-ing an elec-tion by
the  Indemnifying  Party to assume the de-fense of such action or pro-ceed-ing
as  set  forth  above, such Indem-ni-fied Party shall have the right to employ
separate  coun-sel  and  to  partici-pate  in  the  defense  of such action or
proceed-ing,  and  the  Indem-nify-ing  Party shall bear the reason-able fees,
costs  and  expenses  of such separate counsel (and shall pay such fees, costs
and  expenses  at  least  quarter-ly), if (A) the use of counsel chosen by the
Indemnifying  Party  to  repre-sent such Indem-nified Party would present such
counsel  with  a  conflict of interest; (B) the defen-dants in, or targets of,
any  such  action  or  proceeding  include  both  an Indemnified Party and the
Indemnifying Party, and such Indemnified Party shall have reasonably concluded
that  there  may  be  legal  de-fenses available to it or to other Indemnified
Parties  which  are  different  from  or addition-al to those available to the
Indemnifying  Party  (in  which case the Indemnifying Party shall not have the
right  to  direct  the  defense  of such action or proceeding on behalf of the
Indemnified  Party);  (C)  the  Indem-nifying  Party  shall  not have employed
coun-sel rea-sonably satisfactory to such Indemnified Party to repre-sent such
Indemnified Party within a reasonable time after notice of the insti-tution of
such  action  or  pro-ceeding;  or (D) the Indemni-fying Party shall authorize
such  Indemnified Party to employ separate counsel at the Indemnifying Party's
expense.  In any event, the Indemni-fied Party and its counsel shall cooperate
with  the Indemnifying Party and its counsel and shall not assert any position
in  any  proceeding  materially  inconsis-tent  with  that  asserted  by  the
Indem-nifying  Party.   Notwithstanding any-thing to the contrary contained in
this subsection (g), in those circumstances where Ralston's liability pursuant
to  subsection  (c)  above is 50% or less of the Damages, then (i) any Du Pont
Indemnified  Party  shall  have the right to assume the defense of any action,
suit,  proceeding,  claim,  demand  or  as-sess-ment  and expenses incurred in
connection  therewith  shall  be  deemed  to  be Damages and (ii) such Du Pont
Indem-ni-fied  Party  may  settle  any  asserted liability without the written
consent  of  any  Ralston  Indemnified  Party.

(h)        Environmental Indemnification.  Notwithstand-ing anything herein to
           -----------------------------
the  contrary,  Ralston  agrees  to indem-ni-fy and hold harmless each Du Pont
Indem-nified Party from and against all Damag-es (including consultants' fees,
     dis-burse-ments  and  expens-es) asserted against, re-sulting to, imposed
on, or incurred by such Du Pont Indemnified Party, di-rect-ly or indi-rect-ly,
in  con-nec-tion  with  any  of  the  fol-lowing:

                    (A)    all  lia-bil-i-ties,  costs  and  ex-pens-es  which
re-late  to  Materi-als  of  Environ-mental  Concern  which  were trans-ported
off-site on or prior to the Initial Comple-tion Date, when-ev-er the claim for
indem-nifica-tion  is  made  by  a  Du  Pont  Indem-ni-fied  Party  ("Off-Site
                                                                      --------
Mate-ri-als").    Off-Site  Mate-rials  shall  not  in-clude  Materi-als  of
        ---
Envi-ron-mental  Con-cern  which  mi-grated  from  the  Real Proper-ties to an
        -
adja-cent  site;  and

                    (B)    any  Environmental  Claim  against  any  Person  or
Governmental  Entity  whose liabil-ity for such Envi-ronmen-tal Claim Ralston,
Stockholder  or  any Protein Subsid-iary has or may have as-sumed or re-tained
either  con-tractu-al-ly  or  by  oper-ation of law, except for Envi-ronmental
Claims  disclosed  in  Sec-tion  9.2(h) of the Ralst-on Disclo-sure Sched-ule.

(i)            All indemnification payments made pursu-ant to this Section 9.2
shall  be  made  in  the  form  of  cash;  provid-ed,  however, in the case of
                                           ---------   -------
indemnifica-tion  payments to be made to Ralston, Ralston may elect to receive
such  payment  in  addi-tional  shares  of  Du  Pont  Common  Stock if Ralston
reason-ably  believes that the receipt of such payment in Du Pont Common Stock
is  necessary  to preserve the status of the Mergers and Foreign Exchanges, as
the case may be, as a reorganiza-tion within the meaning of Section 368 of the
     Code.  For purpos-es of this Section 9.2(i), the shares of Du Pont Common
Stock  shall be valued at the time of making such indemnifi-cation payments at
the  then  current  market  price  of  Du  Pont  Common  Stock.

(j)            Except with respect to any breach of the covenants set forth in
Section 6.13 hereof, or with respect to the representation letters required by
     Sections  7.2(g)  and  7.3(h) hereof, all indem-ni-fi-ca-tion obligations
and  proce-dures  relating  to Taxes shall be as set forth in the Tax Shar-ing
Agree-ment.


ARTICLE  XI                  MISCELLANEOUS     MISCELLANEOUS     MISCELLANEOUS
          MISCELLANEOUS

ARTICLE  XISection  .10                Fees and Expenses     Fees and Expenses
                                       -----------------     -----------------
Fees  and  Expenses        Fees and Expenses.  Except as contem-plated by this
   ----------------        -----------------
Agreement, all costs and expenses incurred in con-nec-tion with this Agreement
   -
     and  the  con-summa-tion of the transactions contemplated hereby shall be
paid  by  the  party  incurring  such  expens-es.

ARTICLE  XISection  .11                  Amendment     Amendment     Amendment
                                         ---------     ---------     ---------
Amendment.    Any  provision of this Agreement may be amended if, and only if,
     ----
such  amendment  is in writing and signed by the parties hereto; provided that
                                                                 -------- ----
the  consent  of  no  Ralston  Party  not  affect-ed  by an amendment shall be
required  to  effect  such  amendment  so long as Ralston shall have consented
there-to.

ARTICLE  XISection  .12                Extension; Waiver     Extension; Waiver
                                       -----------------     -----------------
Extension;  Waiver          Extension;  Waiver.
   ---------------          ------------------

(a)       At any time prior to the Effective Time, Du Pont on behalf of itself
     or  any Du Pont Party may (i) extend the time for the perfor-mance of any
of  the  obliga-tions  or  other  acts  of  any  Ralston  Party or any Protein
Subsidiary,  (ii)  waive  any  inaccuracies  in  the  repre-senta-tions  and
warran-ties  of any Ralston Party or any Pro-tein Subsidiary con-tained herein
or  in  any docu-ment, certifi-cate or writing deliv-ered by any Ralston Party
or  any  Protein  Subsidiary pursu-ant hereto or (iii) waive com-pli-ance with
any  of  the  agree-ments  of  any  Ralston Party or any Protein Subsidiary or
condi-tions to any Du Pont Merger Subsidiary's obligations con-tained here-in.

(b)       At any time prior to the Effective Time, Ralston on behalf of itself
     or  any  Ralston  Party, may (i) extend the time for the per-for-mance of
any  of  the  obliga-tions  or other acts of any Du Pont Party, (ii) waive any
inac-cura-cies  in  the repre-senta-tions and warran-ties of any Du Pont Party
con-tained  herein or in any docu-ment, cer-tifi-cate or writing deliv-ered by
any Du Pont party pursu-ant hereto or (iii) waive com-pli-ance with any of the
agree-ments  of  any  Du Pont Party or condi-tions to any Protein Subsidiary's
obliga-tions  con-tained  here-in.

(c)          Any agree-ment on the part of any party to any such exten-sion or
waiver shall be valid only if set forth in an instru-ment in writing signed on
     behalf  of such party.  Nei-ther the fail-ure or the delay on the part of
any  party  to  exercise  any  right,  remedy,  power or privi-lege under this
Agree-ment  shall  operate  as  a  waiver  thereof.
(d)          
<PAGE>

XI.13            Notices     Notices     Notices     Notices.  All notices and
                 -------     -------     -------     -------
other  commu-nications hereunder shall be in writing and shall be deemed given
if  delivered  personally,  telecopied  (which  is  con-firmed)  or sent by an
overnight courier service, to the parties at the follow-ing ad-dress-es (or at
     such  other  address  for a party as shall be specified by like no-tice):

(a)          if  to  Du  Pont  or  any  Du  Pont  Merger  Sub-sid-iary,  to:

                         E.I.  du  Pont  de  Nemours  and  Company
                         1007  Market  Street
                         Wilmington,  Delaware    19898
                         Atten-tion:    Jane  Brooks
          Telephone  No.:    (302)  992-6173
     Telecopy  No.:      (302)  992-6184

                    with  a  copy  to:

                         E.I.  du  Pont  de  Nemours  and  Company
                         1007  Market  Street
                         Wilmington,  Delaware    19898
                         Atten-tion:    Roger  W.  Arrington,  Esq.
               Telephone  No.:    (302)  992-6624
          Telecopy  No.:      (302)  892-7343

                    and  with  a  copy  to:

     Skadden,  Arps,  Slate,  Meagher  &  Flom  LLP
                    919  Third  Avenue
                    New  York,  New  York  10022
     Attention:    Lou  R.  Kling,  Esq.
                              Telephone  No.:    (212)  735-2770
     Telecopy  No.:    (212)  735-2001

                    and

(b)      if to Ralston, Stockholder or, prior to the Initial Closing Date, any
Pro-tein  Sub-sid-iary,  to:

     Ralston  Purina  Company
                         Checkerboard  Square
                         St.  Louis,  Missouri    63164

     Attention:      James M. Neville,               General Counsel Telephone
No.:  (314)  982-1266
     Telecopy  No.:    (314)  982-1288

     with  a  copy  to:

     Protein  Technologies  International,        Inc.
     Checkerboard  Square
                         St.  Louis,  Missouri    63164
     Attention:          General  Counsel
     Telephone  No.:  (314)  982-2307
     Telecopy  No.:    (314)  982-2424


XI.14                    Interpretation      Interpretation     Interpretation
                         --------------      --------------     --------------
Interpretation.  When a refer-ence is made in this Agreement to Sections, such
      --------
     refer-ence  shall  be  to  a  Section  of this Agreement unless otherwise
indi-cated.   Whenever the words "include", "includes" or "including" are used
in  this  Agreement they shall be deemed to be followed by the words "with-out
limitation".      As  used  in this Agree-ment, the term "af-fil-i-ate(s)" and
"associates"  shall  have  the meaning set forth in Rule l2b-2 of the Exchange
Act.  As used in this Agreement, the term "to the knowledge of Ralston" or "to
Ralston's  knowledge"  with  respect to a fact or other matter shall mean that
any indi-vid-u-al serv-ing as a direc-to-r, offi-cer or attorney of Ralston or
any  indi-vid-ual  who is a member of the Senior Manage-ment Group (as defined
be-low) (i) is aware of such fact or other matter or (ii) should have known of
such  fact  or  other  matter  in  the  course  of  con-ducting  a rea-sonably
compre-hensive  investi-gation concern-ing the truth or existence of such fact
or  other  mat-ter.    For  purposes  of  this  definition,  a  "rea-sonably
comprehen-sive investi-ga-tion" shall mean an inqui-ry di-rected to execu-tive
offi-cers,  division  vice  presi-dents,  country  managing  direc-tors, plant
managers  and  attorneys of the Business, as well as any other employee of the
Business headquar-tered in St. Louis, Missouri who has primary responsibil-ity
for  the  substan-tive  area  in  ques-tion.   No refer-ence in this Agreement
(other  than  in  Section 6.1(a) hereof) to "rea-son-able best ef-forts" shall
re-quire  a  Person  obli-gated  to  use  its reasonable best efforts to incur
out-of-pocket  expenses or Indebt-edness.  As used herein, "Senior Man-agement
                                                            ------------------
Group"  means  Jay W. Brown, Charles E. Coco, James Fales, Katherine L. Harris
-----
and  Terry  Hatfield.

XI.15                    Counterparts          Counterparts       Counterparts
                         ------------          ------------       ------------
Counterparts.  This Agreement may be executed in two or more counterparts, all
     of  which  shall  be  considered  one  and  the  same  agreement.


XI.16                Entire Agreement; No Third Party Beneficiaries     Entire
                     ----------------------------------------------     ------
Agreement;  No  Third Party Beneficiaries     Entire Agreement; No Third Party
     ------------------------------------     --------------------------------
Beneficiaries          Entire  Agreement;  No Third Party Beneficiaries.  This
 ------------          ------------------------------------------------
Agreement, the Confiden-tiali-ty Agreement, the Registration Rights Agreement,
 -----
     the  Bridg-ing  Services  Agreement,  the  Tax  Shar-ing  Agree-ment, the
Operating  Agreement(s),  the  For-eign  Ex-change  Agree-ments, the Qualcepts
Letter,  the  Headquarters  Lease,  the R&D Lease, the Intel-lectual Prop-erty
Assignment,  the  Com-modi-ties  Pur-chasing  Agree-ment  and the Sales Office
Em-ployees  Agree-ments  (in-clud-ing  the  docu-ments  and  the in-stru-ments
re-ferred to herein and there-in) con-sti-tute the entire agree-ment among the
par-ties  hereto with re-spect to the subject matter hereof and super-sede all
prior  and con-tem-po-ra-ne-ous agree-ments and under-stand-ings, both written
and  oral,  among  the  parties  with  respect  to  the subject matter hereof.

XI.17                    Severability          Severability       Severability
                         ------------          ------------       ------------
Severability.    This  Agreement  shall  be  deemed  severable;  if  any term,
provi-sion,  cove-nant  or re-stric-tion of this Agree-ment is held by a court
of  compe-tent  juris-dic-tion  or  other  au-thority  to  be  inval-id, void,
unen-forceable  or against its regula-tory policy, the remainder of the terms,
provi-sions,  cove-nants  and re-stric-tions of this Agreement shall remain in
full  force  and  effect  and  shall  in  no  way  be  affected,  impaired  or
invalidated.

XI.18              Governing Law; Forum     Governing Law; Forum     Governing
                   --------------------     --------------------     ---------
Law;  Forum          Governing  Law;  Forum.
   --------          ----------------------

(a)         This Agree-ment shall be governed by and con-strued in accor-dance
with  the  laws  of  the  State  of  Delaware,  without  giving  effect to the
prin-ci-ples  of  conflicts  of  law  thereof.

(b)           By execution and delivery of this Agree-ment, the parties hereto
submit  to  the  personal  juris-diction  of any state or federal court in the
State of Delaware in any suit or proceeding arising out of or relating to this
     Agreement.

(c)          To the extent that any of the parties hereto has or hereafter may
acquire any immunity from jurisdiction of any Delaware court or from any legal
     process (whether through service or notice, attachment prior to judgment,
attachment  in  aid  of  execution,  execu-tion  or otherwise) with respect to
itself  or  its proper-ty, such Person hereby irrevocably waives such immunity
in  respect  of  its  obligations  with  respect  to  this  Agree-ment.

(d)         The parties hereto agree that the appro-priate and exclusive forum
for  any  disputes  between  any  of  the  parties  hereto arising out of this
Agreement  or  the  transactions  contemplated hereby shall be in any state or
federal  court  in  the  State of Delaware.  The par-ties hereto further agree
that  the parties will not bring suit with respect to any disputes arising out
of  this  Agreement  or  the  transactions contemplated hereby in any court or
jurisdiction  other  than the above speci-fied courts; provided, however, that
                                                       --------  -------
the foregoing shall not limit the rights of the parties to obtain execution of
     judgment  in  any other jurisdiction.  Notwithstanding the foregoing, the
parties  hereto  agree  that  if  a third party brings a claim against a party
hereto  and,  in  connection  therewith,  such party or one of its affili-ates
wishes to make a claim for indemnification against another party here-to, such
latter  party  shall  not  object  to  the  juris-dic-tion  or  forum  of such
proceed-ing  without the prior consent of the party seeking to make such claim
for  indemnification.    The  par-ties  hereto  fur-ther  agree, to the extent
per-mit-ted  by  law, that final and unappeal-able judgment against a party in
any  action  or proceed-ing contemplated above shall be conclu-sive and may be
en-forced  in any jurisdic-tion within or outside the United States by suit on
the  judgment,  a certified or exempli-fied copy of which shall be conclu-sive
evi-dence  of  the  fact  and  amount  of  such  judgment.

XI.19                    Release     Release     Release     Release.  Ralston
                         -------     -------     -------     -------
uncondi-tion-ally  releases,  on  behalf  of itself and its Subsid-iaries, the
Protein  Subsidiaries  and  their  respective offi-cers and directors from any
claims  of  whatever  kind  or na-ture, wheth-er contin-gent or absolute, that
Ralston  may  have  against  such  Persons  aris-ing  out of, or relat-ing to,
ac-tions  taken  or  events occur-ring prior to the Effective Time, including,
with-out  limitation,  all  claims  with  respect  to  any  prod-ucts  sold or
manufactured by any Protein Subsid-iary prior to the Initial Comple-tion Date;
     provided,  however,  that the foregoing shall not apply to the release of
     --------   -------
any  claims  against  any  officer  or  director  relat-ing to (i) the willful
misconduct  of  any such Person if such claim is asserted after such Person is
no  longer  employed  by Du Pont or a Subsidiary thereof including any Protein
Subsidiary or (ii) regardless of when such claim is asserted, the crimi-nal or
illegal  con-duct  of  such  offi-cer  or  direc-tor.

XI.20                 Assignment     Assignment     Assignment     Assignment.
                      ----------     ----------     ----------     ----------
Neither  this  Agree-ment  nor  any  of  the rights, interests or obliga-tions
hereunder shall be assigned by any of the parties hereto (whether by operation
     of  law  or  otherwise)  with-out  the prior written consent of the other
parties,  except  that  any Du Pont Merger Subsidiary may as-sign, in its sole
discre-tion, any or all of its rights, interests and obligations hereun-der to
Du  Pont  or  to  any  direct or indirect wholly owned Subsid-iary of Du Pont.
Sub-ject  to  the  preceding sen-tence, this Agree-ment will be bind-ing upon,
inure  to  the  benefit  of  and  be  enforce-able  by  the  parties and their
respective  succes-sors  and  assigns.

<PAGE>
          IN  WITNESS  WHEREOF,  Du  Pont,  the  Du  Pont Merger Subsidiaries,
Ralston,  Stockholder  and  the  U.S.  Protein  Subsidiaries  have caused this
Agree-ment  to  be  signed  by  their  respec-tive  officers  thereunto  duly
authorized  as  of  the  date  first  written  above.

     E.I.  DU  PONT  DE  NEMOURS  AND  COMPANY
     By:/s/  William  F.  Kirk
        ----------------------
     Name:    William  F.  Kirk
     Title:  Senior  Vice  Pre-sident
            AG  Enterprise

                    DUPONT  PTI  1  CO.
     By:/s/  Donald  P.  McAviney
        -------------------------
     Name:    Donald  P.  McAviney
     Title:  President

     DUPONT  PTI  2  CO.
     By:/s/  Donald  P.  McAviney
        -------------------------
     Name:    Donald  P.  McAviney
     Title:  President


     DUPONT  PTI  3  CO.
     By:/s/  Donald  P.  McAviney
        -------------------------
     Name:    Donald  P.  McAviney
     Title:  President


     DUPONT  PTI  4  CO.
     By:/s/  Donald  P.  McAviney
        -------------------------
     Name:    Donald  P.  McAviney
     Title:  President

     DUPONT  PTI  5  CO.
     By:/s/  Donald  P.  McAviney
        -------------------------
     Name:    Donald  P.  McAviney
     Title:  President


     DUPONT  PTI  6  CO.
     By:/s/  Donald  P.  McAviney
        -------------------------
     Name:    Donald  P.  McAviney
     Title:  President


     DUPONT  PTI  7  CO.
     By:/s/  Donald  P.  McAviney
        -------------------------
     Name:    Donald  P.  McAviney
     Title:  President


     DUPONT  PTI  8  CO.
     By:/s/  Donald  P.  McAviney
        -------------------------
     Name:    Donald  P.  McAviney
     Title:  President


     DUPONT  PTI  9  CO.
     By:/s/  Donald  P.  McAviney
        -------------------------
     Name:    Donald  P.  McAviney
     Title:  President


     RALSTON  PURINA  COMPANY
     By:/s/  James  M.  Neville
        -----------------------
     Name:    James  M.  Neville
     Title:  Vice  President  and  General  Counselor



     PROTEIN  TECHNOLOGIES  INTER-NA-TIONAL  HOLD-INGS,  INC.

     By:/s/  Nancy  E.  Hamilton
        ------------------------
     Name:    Nancy  E.  Hamilton
     Title:  Assistant  Secretary


     FIBER  SALES  &  DEVELOPMENT  CORPO-RATION
     By:/s/  Nancy  E.  Hamilton
        ------------------------
     Name:    Nancy  E.  Hamilton
     Title:  Assistant  Secretary


     IMPERIAL  BIOTECHNOLOGY,  U.S.,  INC.
     By:/s/  Nancy  E.  Hamilton
        ------------------------
     Name:    Nancy  E.  Hamilton
     Title:  Assistant  Secretary

     NUTRITIOUS  FOODS,  INC.
     By:/s/  Nancy  E.  Hamilton
        ------------------------
     Name:    Nancy  E.  Hamilton
     Title:  Assistant  Secretary


     POINTER  SPECIALTY  CHEMI-CALS,  INC.
     By:/s/  Nancy  E.  Hamilton
        ------------------------
     Name:    Nancy  E.  Hamilton
     Title:  Assistant  Secretary


     PROTEIN  TECHNOLOGIES  INTER-NA-TIONAL  ASIA  PACIFIC  COR-PORATION
     By:/s/  Nancy  E.  Hamilton
        ------------------------
     Name:    Nancy  E.  Hamilton
     Title:  Assistant  Secretary


     PROTEIN  TECHNOLOGIES  INTER-NA-TIONAL  EUROPE,  INC.
     By:/s/  Nancy  E.  Hamilton
        ------------------------
     Name:    Nancy  E.  Hamilton
     Title:  Assistant  Secretary


     PROTEIN  TECHNOLOGY  INTERNA-TIONAL  SALES,  INC.
     By:/s/  Nancy  E.  Hamilton
        ------------------------
     Name:    Nancy  E.  Hamilton
     Title:  Assistant  Secretary


     PROTEIN  TECHNOLOGIES  INTER-NA-TIONAL,  INC.
     By:/s/  Nancy  E.  Hamilton
        ------------------------
     Name:    Nancy  E.  Hamilton
     Title:  Assistant  Secretary


     PROTEIN  TECHNOLOGIES  INTER-NA-TION-AL  DE-VEL-OP-MENT  CORPO-RA-TION
     By:/s/  Nancy  E.  Hamilton
        ------------------------
     Name:    Nancy  E.  Hamilton
     Title:  Assistant  Secretary

     ex10xiii.doc