Master Lease Agreement with Merrill Lynch Capital





MASTER LEASE AGREEMENT








MASTER LEASE AGREEMENT
(as amended or supplemented from time to time, this “Lease”) dated
July 2, 2003 (the “Lease Date”) between DARLING INTERNATIONAL
INC., a corporation organized and existing under the laws of the State of
Delaware and having its principal office at 251 O’Connor Ridge Blvd., Suite
300, Irving, Texas 75038 (“Lessee”), and MERRILL LYNCH CAPITAL, A
DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL SERVICES INC., a corporation
organized and existing under the laws of the State of Delaware having its
principal office at 222 North LaSalle Street, Chicago, IL 60601
(“Lessor”). 


This Lease contains the
general terms that apply to the leasing of property from Lessor to Lessee.
Additional terms that apply shall be contained in a Schedule. Capitalized terms
used herein are defined (i) in the context in which such term is used below,
(ii) under the heading “Specific Terms” set forth below, or (iii) in
an applicable Schedule. Lessee and Lessor hereby agree as follows: 


Specific Terms. In
addition to terms defined elsewhere in this Lease, when used herein the
following terms shall have the following meanings: 


“Acceptance
Date” shall mean the date of execution by Lessee of a certificate of
delivery and acceptance with respect to the Property. 


“Additional Lease
 Documents” shall mean the Lease Documents, other than the Lease.


“Automatic Payment
Service” shall mean a program established by Lessor from time to time
in which payments are made by electronic transfer directly from Lessee’s
bank account or financial institution. 


“Bankruptcy
Event” shall mean any of the following: (i) a proceeding under any
bankruptcy, reorganization, arrangement, insolvency, readjustment of debt or
receivership law or statute shall be filed or consented to by Lessee or any
Guarantor; or (ii) any such proceeding shall be filed against Lessee or any
Guarantor and shall not be dismissed or withdrawn within sixty (60) days after
filing; or (iii) Lessee or any Guarantor shall make a general assignment for the
benefit of creditors; or (iv) Lessee or any Guarantor shall generally fail to
pay or admit in writing its inability to pay its debts as they become due; or
(v) Lessee or any Guarantor shall be adjudicated a bankrupt or insolvent. 


“Basic
Rent” shall mean the periodic rent set forth in the applicable Schedule
other than Interim Rent, payable by Lessee during the Basic Term. 


“Basic Term”
shall mean the period of time commencing with the Commencement Date and
continuing thereafter until the Basic Term Expiration Date (as defined in an
applicable Schedule). 


“Broker”
shall mean the specific broker, intermediary, or other arranger (if any)
retained by Lessee or Lessor and set forth in the applicable Schedule. 


“Business
Day” shall mean any day other than a Saturday, Sunday, federal holiday
or other day on which the New York Stock Exchange is regularly closed. 


“Commencement Date”
 is set forth in the applicable Schedule.


“Default”
shall mean either an “Event of Default” or an event which with the
giving of notice, passage of time, or both, would constitute such an Event of
Default. 


“First Rent Payment
 Date” is set forth in the applicable Schedule.


“General Funding
Conditions” shall mean each of the following conditions to any
obligations of Lessor hereunder: (i) no Default shall have occurred and be
continuing or would result from the execution of the Lease Documents or the
consummation of the transactions contemplated hereby; (ii) there shall not have
occurred and be continuing any material adverse change in the business or
financial condition of Lessee; (iii) all representations and warranties of
Lessee in this Lease or any of the Additional Lease Documents shall then be true
and correct in all material respects; (iv) Lessor shall have received this Lease
and applicable Schedule and any other Additional Lease Documents, duly executed
and filed or recorded where applicable, all of which shall be in form and
substance reasonably satisfactory to Lessor; (v) Lessor shall have received
evidence satisfactory to it of the insurance required hereby or by any of the
Additional Lease Documents; (vi) Lessor shall have received from any Broker
retained by Lessee written confirmation of its receipt of any commission, fee or
charge owing to it or its waiver of any claim against Lessor in regard thereto;
and (vii) any additional conditions specified in the applicable Schedule or in
any other Lease Document shall have been met to the reasonable satisfaction of
Lessor. 


“Guarantor”
shall mean a person or entity who has either guaranteed or provided collateral
for any or all of the obligations of Lessee under the Lease Documents. In the
event there is no Guarantor, then any references to Guarantor herein may be
disregarded. 


“Interim
Rent” shall mean an amount equal to the product of (i) the total annual
Basic Rent for the first year of the Basic Term under the applicable Schedule
divided by 360, and (ii) the actual number of days from (and including) the
Acceptance Date to the Commencement Date. 


“Lease
Documents” means this Lease and all Schedules together with all
documents, records, instruments, and agreements related thereto, whether with or
from Lessee or any other party, which are contemplated hereby or otherwise
reasonably required by Lessor in connection herewith. 







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“Lessor’s
Transfer Limitations” shall have the meaning ascribed to it in the
section herein entitled “Casualty Occurrence” and shall mean that the
transfer to Lessee of Lessor’s rights in any Property shall be made
“as is,” “where is” and with all defects, without recourse
and WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, other than a
warranty that the Property is free and clear of any liens created by Lessor. 


“Permitted
Liens” shall mean with respect to the Property: (i) liens for current
taxes not delinquent, other non-consensual liens arising in the ordinary course
of business for sums not due, and, if Lessor’s rights to and interest in
the Property are not materially and adversely affected thereby, any such liens
for taxes or other non-consensual liens arising in the ordinary course of
business being contested in good faith by appropriate proceedings; (ii) liens in
favor of Lessor; and (iv) any other liens expressly set forth in an applicable
Schedule as being a Permitted Lien. 


“Property”
shall mean the property described on any Schedule, and shall mean in every
instance (i) any one unit, item or part of any Property, and (ii) all Property
taken together in the aggregate. 


“Taxes”
shall mean all fees and assessments,  and all sales, use,  property,  privilege,
transfer,  stamp, value added, excise and other taxes and charges (including all
interest and penalties),  now or hereafter  imposed by any governmental  body or
agency. 



“UCC”
shall mean the Uniform Commercial Code in effect in the State of Illinois from time to time.


	 Lease.  Lessor agrees to lease to Lessee,  and Lessee agrees to lease from Lessor,  the Property described in each Schedule on
the terms and  conditions  specified  in each  Schedule and in this Lease.  In the event that any term of any Schedule  conflicts or is
inconsistent with any term of this Lease, the term of the Schedule shall control.





	 Term.  This Lease shall become  effective upon execution by Lessee and the acceptance of this Lease by Lessor at its office in
Chicago,  Illinois.  The term of the Lease with respect to any item(s) of Property  shall consist of the term set forth in the Schedule
relating thereto, including any renewal or extension options, if applicable.





	 Rent. Lessee shall pay Lessor the rental installments in the aggregate amounts specified in the applicable  Schedule,  and all
other amounts payable to Lessor pursuant to the Lease and each Schedule  (collectively,  the "Rent"). Basic Rent payments shall be paid
on the dates  specified  for their payment in the  applicable  Schedule (and in the event such date is not a Business Day, the due date
shall be the first  Business  Day  following  such date).  The accrued  Interim  Rent shall be paid by Lessee on the First Rent Payment
Date.  If any Rent is not paid within ten days of the due date,  Lessor may charge  Lessee a late  charge  equal to 5% of the amount in
arrears but in no event  exceeding the lawful maximum,  if any. Lessor shall make reasonable  efforts to send Lessee invoices for Rent,
but the failure to do so or the incorrectness of any invoice shall not relieve Lessee of its obligation to pay Rent.





	  Quiet  Enjoyment.  So long as no Event of Default  has  occurred  and is  continuing,  Lessee  shall have the right to quietly
possess and use the Property as provided herein without interference by Lessor.





	 Net Lease;  Unconditional  Obligations.  This Lease is a  non-cancelable  net lease,  and Lessee  acknowledges and agrees that
Lessee's  obligations  hereunder and under every Schedule,  including its obligations to pay Rent, shall be absolute and  unconditional
no matter what  happens,  even if the  Property is damaged or  destroyed,  if it is defective or if Lessee no longer can use it, or any
other  event  whatsoever.  Rent  shall be paid  without  notice or  demand  and  without  any right of  setoff,  abatement,  reduction,
diminution,  withholding,  defense, counterclaim or recoupment whatsoever, whether they are due or alleged to be due, and regardless of
any past,  present or future  claims which  Lessee may have against  Lessor,  the  Property or any part  thereof,  or against any other
person for any reason  whatsoever,  even giving  effect to any present or future law.  This Lease may be  cancelled  only as  expressly
provided herein.





	 Conditions to Lease.   Lessor's obligations under this Lease and each Schedule,  including its obligation to purchase and lease
any Property to be leased thereunder,  are conditioned upon Lessor's  determination that all of the following have been satisfied:  (i)
receipt by Lessor of the following Lease Documents,  each to be in a form and substance  satisfactory to Lessor in its discretion:  (A)
bills of sale,  bills of lading,  certificates  of delivery and  acceptance,  and purchase  orders and invoices as shall be required by
Lessor, and (B) such certificates,  opinions, lien releases,  consents,  waivers,  notices and other documents as Lessor may reasonably
request;  (ii) to the extent applicable,  any UCC financing statements shall have been filed where it is necessary and desirable in the
discretion of Lessor;  and (iii) each of the General Funding Conditions shall have been met.  Simultaneously  with the execution of the
bill of sale or the  delivery  of the  Property  (or any item  thereof)  to Lessee,  as the agent of Lessor to accept  delivery  of the
Property from the applicable  supplier or vendor, as applicable,  Lessee shall also execute a certificate of delivery and acceptance in
a form  provided by Lessor,  covering  all of the  Property  described  in the bill of sale or the  supplier or vendor  invoice(s),  as
applicable.  Upon  execution by Lessee of any such  certificate of delivery and  acceptance,  the Property  described  thereon shall be
deemed to have been delivered to, and irrevocably accepted by, Lessee for lease hereunder.





	  Representations  and  Warranties.   Lessee warrants and represents the following as of the Lease Date and as of each Acceptance
Date:



	Lessee has been duly organized and is validly  existing in good standing under the laws of the state of its  organization  and
     is qualified to do business and in good standing in the state where the property will be located;

	The  execution,  delivery and  performance  by Lessee of the Lease  Documents  (i) have been duly  authorized by all requisite
     action,  (ii) do not and will not violate or conflict with any law or other  governmental  requirement,  or any of the agreements,
     instruments or documents which formed or govern Lessee,  and (iii) do not and will not breach or violate any of the provisions of,
     and will not result in a default by Lessee  under,  any other  agreement  or document to which it is a party or by which it or its
     properties are bound;

	 The  Lease  Documents  to which  Lessee  is a party  are the  respective  legal,  valid and  binding  obligations  of  Lessee,
     enforceable  against it in accordance with their respective terms, except as enforceability may be limited by bankruptcy and other
     similar laws affecting the rights of creditors generally or by general principles of equity;

	 Except as expressly set forth in Lessee's financial  statements,  all financial  statements of Lessee furnished to Lessor have
     been prepared in conformity with generally  accepted  accounting  principles,  consistently  applied,  are true and correct in all
     material  respects,  and fairly  present the  financial  condition  and the results of its  operations  for the periods then ended
     (subject,  in the case of interim  unaudited  financial  statements,  to normal  year-end  audit  adjustments  and the  absence of
     footnotes); and since the most recent date covered by such financial statements,  there has been no material adverse change in any
     such financial condition or operation;

	 No  litigation,  arbitration,  administrative  or  governmental  proceedings  are  pending  or, to the  knowledge  of  Lessee,
     threatened  against  Lessee  which  would,  if  adversely  determined,  negatively  affect the  ability  of Lessee to fulfill  its
     obligations under this Lease or any Schedule;

	Except  for any Broker  listed on the  applicable  Schedule  as  retained  by Lessee,  Lessee has not in  connection  with the
     transactions contemplated hereby directly or indirectly engaged or retained any broker or other loan arranger; and

	 The Property is personal  property and when  subjected to use by the Lessee will not be or become  fixtures  under  applicable
     law.










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	  Financial  and Other  Information.   Lessee shall furnish or cause to be furnished to Lessor all of the  following:  (i) within
120 days after the close of each fiscal year of Lessee,  a copy of the  consolidated  annual  audited  financial  statements of Lessee,
including in reasonable  detail, a balance sheet and statement of retained  earnings as at the close of such fiscal year and statements
of profit and loss and cash flow for such fiscal  year;  (ii) within 60 days after the close of each fiscal  quarter of Lessee,  a copy
of the interim  financial  statements of Lessee for such fiscal quarter  (including in reasonable detail both a balance sheet as of the
close of such fiscal period,  and statement of profit and loss for the applicable  fiscal period);  and (iii) such other information as
Lessor may from time to time  reasonably  request  relating to Lessee,  and  Guarantor or the  Property.  Lessee  agrees that except as
otherwise  specified herein or otherwise agreed to in writing by Lessor: (i) all annual financial  statements  required to be furnished
by Lessee  to Lessor  hereunder  will be  prepared  by either  the  current  certified  public  accountants  for  Lessee or other  such
accountants  reasonably  acceptable to Lessee,  and (ii) all other financial  information  required to be furnished by Lessee to Lessor
hereunder  will be  certified  as correct by the party who has  prepared  such  information,  and, in the case of  internally  prepared
information with respect to Lessee, certified as correct by its chief financial officer.





	 General  Indemnification.   Lessee agrees to defend,  indemnify and hold Lessor (and its successors and assigns)  harmless from
and against all liabilities,  losses,  damages,  actions,  suits, demands, and claims of any kind or nature, and all costs and expenses
whatsoever in connection  therewith  (including  reasonable  attorneys'  fees)  directly or indirectly  arising out of or in any manner
connected with (i) Lessee's  failure to comply with the terms of this Lease, any Schedule,  or any document  related  thereto,  or (ii)
the manufacture,  purchase, financing, ownership,  possession, control, delivery,  installation,  return, rejection,  nondelivery, use,
storage, operation,  maintenance,  repair, lease or condition of any Property, including without limitation: claims for injury or death
to persons and for damage to property,  claims relating to patent,  copyright or trademark infringement,  and claims relating to latent
or other defects in the Property  whether or not  discoverable by Lessor,  except to the extent caused by the indemnified  party's sole
gross negligence or willful misconduct.





	 General Tax  Indemnification.   Lessee agrees to pay if and when due, and indemnify and hold Lessor  harmless from and against,
in  addition  to other  amounts  due  hereunder  and under each  Schedule,  all Taxes upon any of the  Property  or upon the  purchase,
ownership,  possession,  leasing,  operation,  use, rentals, or other payments,  or disposition  hereunder whether payable by Lessor or
Lessee  (excluding  taxes on or measured by Lessor's net income).  At Lessee's cost,  Lessor will prepare and file with the appropriate
offices  any and all tax and  similar  returns  required  to be filed with  respect  thereto.  Lessee  agrees to notify  Lessor of such
requirements  and furnish  Lessor with all  information  required  by Lessor so that it may effect such  filing.  Any Taxes paid by, or
imposed on, Lessor on behalf of Lessee shall become  immediately due and payable on Lessor's  demand.  Without  limiting the foregoing,
Lessee shall (i) reimburse  Lessor upon receipt of a written request for  reimbursement  for any Taxes charged to or assessed  against,
and paid by,  Lessor,  (ii) on request of Lessor,  submit to Lessor  written  evidence of Lessee's  payment of Taxes,  and (iii) on all
reports or returns  relative to any Taxes,  show the  ownership  of the Property by Lessor,  and send a copy thereof to Lessor.  To the
extent  applicable  law does not allow  Lessee to report and or pay such  Taxes  directly  to the  applicable  governmental  authority,
Lessee,  as Lessor's agent,  shall prepare or have prepared at Lessee's expense all Tax forms,  returns,  or documents and deliver them
to Lessor for Lessor's  approval at least  forty-five (45) days prior to the due date for their  delivery.  Lessee shall provide Lessor
with the funds  necessary  to pay the Taxes due with respect to such Tax forms,  returns,  or documents at least thirty (30) days prior
to the date such Taxes are due.  Lessor may invoice  Lessee for all sales,  use, and other  similar  taxes  imposed upon the  Property,
this Lease,  or the payments of Rent  hereunder and invoiced  amounts will be due to Lessor on the next rent payment date following the
transmission  of such invoice by Lessor.  In any event,  at any time that a Default exists or if Lessor  determines  that any Taxes may
or will become due or payable  after the Basic Term  Expiration  Date (as defined in an applicable  Schedule),  Lessor may require that
the amounts of such Taxes be escrowed with Lessor in advance of their payment.





	 Income Tax  Indemnification.   If the  applicable  Schedule  reflects  this Lease is a "Tax Lease" with respect to the Property
subject to such Schedule,  then the following shall apply:  Lessor, as owner,  shall be entitled to any and all of the most accelerated
depreciation  deductions  with respect to the Property as provided  under the  Internal  Revenue Code of 1986,  as amended from time to
time,  and any and all other such  state,  local or federal tax  benefits  as may now or  hereafter  be  available  to an owner of such
Property (collectively, "Tax Benefits"). If as a result of (i) the inaccuracy or breach of any of Lessee's representations,  warranties
and covenants in any Lease  Document,  or (ii) the acts or failure to act of Lessee or any person  claiming an interest in the Property
through the Lessee (other than a casualty or other event with respect to which  Stipulated  Loss Value shall have been paid by Lessee),
Lessor shall lose, or shall not, in its reasonable opinion, have the right to claim, or there shall be disallowed,  delayed,  deferred,
recalculated  or recaptured,  any portion of the Tax Benefits with respect to any Property (a "Loss of Tax  Benefits"),  or there shall
be included in Lessor's  gross income any amounts  other than Rent in respect of the purchase  price of any Property (an  "Inclusion"),
then,  on and after the next  succeeding  Rent payment date after  written  notice to Lessee by Lessor,  Lessee agrees to pay Lessor an
amount in cash that will cause Lessor's  after-tax yield and cash flow in respect of the Property,  after taking into account all items
of income and deductions of Lessor over the term of each Lease and the useful life of the Property  contemplated  thereunder,  to equal
that which Lessor would have realized if Lessor had not incurred  such a Loss of Tax Benefits or had such an  Inclusion,  together with
all interest,  costs  (including  attorneys'  fees),  penalties and additions to tax  associated  with any such Loss of Tax Benefits or
Inclusion.  If any claim or contest  regarding any tax indemnity  covered in this provision shall arise, such claim or contest shall be
addressed or conducted, at Lessee's expense, in the manner reasonably specified by Lessor with participation by Lessee.







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	  Use and  Maintenance.   Lessee  shall at its expense (i) make all  necessary  site  preparations  and cause the  Property to be
operated  substantially  in  accordance  with any  applicable  manufacturer's  manuals,  instructions,  and  designed use to the extent
necessary to maintain  warranty rights;  (ii) maintain the Property in working and good condition  (reasonable wear and tear excepted),
and comply in all material respects with any manufacturer's  recommended  maintenance program  requirements and all applicable laws and
regulations;  (iii) maintain,  service and repair each item of Property as would a prudent owner of such item, and (iv) comply with any
additional  maintenance  requirements  set forth by Lessor in any Schedule.  All parts furnished in connection with such maintenance or
repair,  and all  accessories,  replacements,  parts and  substitutions  to the  Property  shall  become the  Property of Lessor and be
included in the definition of Property subject to this Lease.  Except with the prior written consent of Lessor,  Lessee shall not cause
or permit any material  changes or alterations to be made to the Property,  and shall not attach or incorporate any Property to another
item such that the Property might be deemed to have become an accession to or a part of such other item.





	 Title.   Lessor and Lessee  hereby  confirm  their  mutual  intent  that:  (i) the Property  shall  remain  personal  property,
notwithstanding  the mode or manner of its attachment to any real property,  (ii) the Property shall be readily removable from, and not
primarily  used for or essential to the operation of, the real property on which it is situated,  and (iii) title to the Property shall
remain  vested  solely in Lessor.  Except for  Permitted  Liens,  Lessee shall keep each item of Property free and clear of all claims,
liens,  pledges,  or other  encumbrances,  and shall at all times protect and defend, at its cost, the title of Lessor from and against
all claims,  liens,  and legal  processes of creditors of Lessee.  Notwithstanding  the express  intent of Lessor and Lessee,  should a
court of competent  jurisdiction  determine  that the Lease is a lease  intended as security or a loan secured by the Property or other
similar  arrangement,  Lessee hereby grants to Lessor a first priority  security  interest in this Lease,  each Schedule,  all Property
together with all  accessories,  replacements,  parts and  substitutions  of the Property and any and all proceeds  thereof  (including
insurance  proceeds) to secure the payment and performance of all  indebtedness  and  obligations of Lessee to Lessor,  whether arising
under the Lease,  any  Schedule,  any other Lease  Document.  Lessee  hereby  authorizes  Lessor to file any UCC  financing  statements
evidencing such security interest without need of any further authentication by Lessee.




	  Location of Lessee.   Lessee shall provide  Lessor not less than thirty days' prior written notice of any  contemplated  change
in the name, the  jurisdiction of  organization,  the address of the chief executive  office,  or the address of the principal place of
business, of Lessee.




	  Location,  Inspection  and Labeling of Property.   With written  notice to Lessor within 30 days  thereof,  Lessee may relocate
Property to a location within the continental  United States which is not a location  identified on the applicable  Schedule,  provided
that (i) all  additional  costs  associated  therewith  (including  Taxes) are promptly paid by Lessee,  (ii) Lessee  complies with any
requirements  with regard  thereto  imposed by Lessor  pursuant to the section herein  entitled  "Further  Assurances,"  and (iii) such
relocation  does not otherwise  result in a default  hereunder or under the applicable  Schedule.  Notwithstanding  the foregoing,  any
Property which by its nature is intended to be moveable,  including  particularly trucks and trailers and any Property affixed thereto,
may be moved (but not permanently  relocated) from time to time in the ordinary course of Lessee's  business to any location within the
continental  United States,  without  notice to Lessor.  Lessor shall have the right to inspect the Property  during  regular  business
hours, with reasonable notice (unless a Default exists),  and in compliance with Lessee's reasonable security  procedures.  At Lessor's
reasonable request, Lessee will mark, tag, or affix on each item of Property an identifying label showing Lessor's interest.




	 Insurance.   Lessee shall obtain and maintain, at its expense,  insurance on and relating to the Property in such amounts, with
such  deductibles  and issued by such insurers as Lessor shall now or hereafter  reasonably  request or approve.  Such insurance  shall
include:  (i) "all risk"  insurance  against loss or damage to the Property  naming  Lessor,  its  successors  and assigns as sole loss
payee, (ii) commercial general liability insurance  (including  contractual  liability,  products liability,  and pollution  coverages)
naming Lessor,  its successors and assigns as an additional  insured,  and (iii) other  insurance  against other risks of loss and with
such terms as shall be reasonably  satisfactory to, or reasonably required by, Lessor.  Lessee shall on or prior to the Acceptance Date
of each Schedule and prior to each policy  renewal,  furnish to Lessor  certificates  of insurance or other  evidence  satisfactory  to
Lessor that such  insurance  coverage is in effect.  If Lessee  fails to maintain  any  insurance  policies  required  herein,  then in
addition to any other  rights and  remedies of Lessor  hereunder,  Lessor  shall have the option  (but not the  obligation)  to pay the
premiums on any such  policies  or to take out new  insurance  under  terms  satisfactory  to Lessor,  and any  amounts  paid by Lessor
pursuant thereto shall be immediately due and payable by Lessee upon demand.




	 Casualty  Occurrence.   Lessee  assumes,  and shall at all times  bear the  entire  risk of,  any loss,  theft,  damage  to, or
destruction  of any Property from any cause  whatsoever  from the time such Property is shipped to Lessee until its return to Lessor or
other  disposition at the end of the Lease.  Lessee shall promptly  notify Lessor in writing if any Property shall be or become,  lost,
stolen,  destroyed,  irreparably  damaged,  or  permanently  rendered  unfit  for use  from  any  cause  whatsoever  (each a  "Casualty
Occurrence").  On the regular rent payment due date succeeding a Casualty Occurrence (the "Payment Date"),  Lessee shall pay Lessor the
sum of (i) the Stipulated  Loss Value of such Property  calculated in accordance  with the applicable  Schedule as of the Payment Date,
and (ii) all Rent and other  amounts  which are due  hereunder  as of the Payment  Date.  Upon payment of all sums due  hereunder  with
respect  to such  Property,  the  obligation  of Lessee to pay Rent and the term of this  Lease with  respect  to such  Property  shall
terminate.  Following  payment of any Stipulated  Loss Value,  and if no Event of Default has occurred and remains  continuing,  Lessor
will then (a) transfer to Lessee the Lessor's  rights to such Property "as is," "where is" and with all defects,  without  recourse and
WITHOUT  REPRESENTATION  OR  WARRANTY,  EXPRESS OR  IMPLIED,  other than a warranty  that the  Property  is free and clear of any liens
created by Lessor (the foregoing  limitations  herein called  "Lessor's  Transfer  Limitations");  and (b) remit to Lessee any physical
damage insurance proceeds received by Lessor arising out of such loss up to the amount of the Stipulated Loss Value paid.





	 Sublease;  Assignment.   Without the prior written consent of Lessor, Lessee will not assign, transfer,  sublease or dispose of
any Property or any of its rights or  obligations  under the Lease  Documents,  or its  leasehold  or any other  interest  therein,  or
otherwise  permit the  Property to be  operated  or used by, or to come into or remain in the  possession  of,  anyone but Lessee.  Any
unpermitted  assignment,  transfer,  delegation  or sublease  by Lessee  shall be void at  inception.  Notwithstanding  the  foregoing,
however, so long as no Default then exists,  Lessee may, upon first giving at least thirty days prior written notice to Lessor,  assign
(in whole, but not in part) its rights and interests  hereunder or sublease (in whole,  but not in part) the Property,  to a subsidiary
or affiliate of Lessee,  provided,  however,  that: (i)  notwithstanding  any such  assignment or sublease,  Lessee shall be and remain
primarily  liable  hereunder;  (ii) the terms of any  sublease  must be  substantially  similar to the terms  hereof,  and in any event
reviewed  and approved by Lessor  prior to  inception  of the  sublease;  (iii) the rights of any assignee or sublessee to any Property
shall be subject,  subordinate and inferior to the rights,  title and interest of Lessor  hereunder at all times; and (iv) Lessee shall
assign all of its  rights and claims  against  any  assignee  or  sublessee  to  Lessor,  and take such  further  actions as Lessor may
reasonably request, to evidence,  perfect or protect Lessor's interests as assignee thereof,  including obtaining, at Lessee's expense,
UCC filings,  third party waivers,  insurance  certificates  and opinions of counsel  incident to such  assignment or sublease.  Lessee
acknowledges and agrees that, subject in all respects to Lessee's rights therein,  Lessor may sell,  assign,  grant a security interest
in, or otherwise  transfer  all or any part of its rights,  title  interest and  obligations  in the Lease  Documents  and the Property
without any necessity of first  obtaining the consent of, or giving any notice to, the Lessee.  Upon Lessor's  written  notice,  Lessee
shall,  if  requested,  pay  directly  to such  assignee  without  abatement,  reduction,  diminution,  setoff,  withholding,  defense,
counterclaim,  or  recoupment  (collectively,  "Defense") in respect of any such amount that becomes due  hereunder.  Lessee waives and
agrees it will not assert any such  Defense  against any  assignee.  Such  assignee  shall have and be entitled to exercise any and all
rights and remedies of Lessor hereunder, and all references herein to Lessor shall include Lessor's assignee.




Page 4












	  Disclaimer of  Warranties.   Lessee  acknowledges  that it has selected the Property  without any assistance  from Lessor,  and
Lessor is not a seller,  supplier,  manufacturer,  or dealer, nor a seller's or a dealer's agent. LESSOR HAS NOT MADE AND DOES NOT MAKE
ANY WARRANTY OR  REPRESENTATION  WHATSOEVER,  EITHER  EXPRESS OR IMPLIED,  AS TO THE  FITNESS,  CONDITION,  MERCHANTABILITY,  DESIGN OR
OPERATION  OF THE  PROPERTY,  ITS FITNESS FOR ANY  PARTICULAR  PURPOSE,  THE QUALITY OR CAPACITY OF THE  MATERIALS  IN THE  PROPERTY OR
WORKMANSHIP IN THE PROPERTY,  LESSOR'S TITLE TO THE PROPERTY, OR ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER.  Lessor shall have no
liability for any damages, whether direct or indirect,  incidental or consequential,  caused by the Property or incurred by Lessee as a
result of any  installation,  operation,  defect or malfunction in the Property.  Lessee agrees to look solely to the  manufacturer  or
supplier of any defective or  malfunctioning  Property for the repair or  replacement  of such Property and to continue to pay all Rent
in spite of such defect or  malfunction.  Lessor hereby assigns to Lessee during the Basic Term (and any Renewal  Term),  any warranty,
guarantee or indemnity of the manufacturer or supplier issued or transferred to Lessor with respect to the Property.





	 Return.   Upon the  expiration  or earlier  termination  of the Basic  Term of any  Schedule  (or of any  renewal  thereof,  if
applicable),  and subject to any return  provisions or early buyout or purchase  options set forth in the applicable  Schedule,  Lessee
shall,  at its own expense,  return the Property to Lessor (i) in the same  condition as when delivered to Lessee  hereunder,  ordinary
wear and tear resulting from proper use thereof excepted,  (ii) in such operating  condition as is capable of performing its originally
intended use, (iii) having been used,  operated,  serviced and repaired in accordance  with, and otherwise  complying with, the section
of this Lease  entitled "Use and  Maintenance",  (iv) free and clear of all liens,  claims,  pledges or other  encumbrances  created by
Lessee or suffered to exist against  lessee's  interest in such Property,  and (v) in accordance with any additional  requirements  set
forth in the applicable  Schedule.  The Property shall be inspected by  representatives of Lessor upon return, and Lessee agrees to pay
any reasonable  inspection  fees incurred by Lessor pursuant  thereto.  Lessee shall return the Property within ten (10) days after the
expiration or earlier  termination of the term of the applicable  Schedule by delivering it to such place within the continental United
States as Lessor  shall  specify,  but in no event  greater  than 500  miles  from the  location  of the  Property  as set forth in the
applicable Schedule.  In addition to Lessor's other rights and remedies hereunder,  if the Property is not returned in a timely fashion
for any reason or no reason, or if repairs are necessary to place any items of Property in the condition  required in this Section,  or
if the Lessee had not by then  provided to Lessor any tax escrow as may be required in the  applicable  Schedule,  Lessee  shall pay to
Lessor on demand  per diem Rent at the last  prevailing  lease  rate  under the  applicable  Schedule  with  respect  to such  items of
Property,  for the period of delay in return,  or for the period of time reasonably  necessary to accomplish such repairs together with
the cost of such repairs,  as  applicable.  Lessor's  acceptance of such Rent on account of such delay or repair does not  constitute a
renewal of the term of the related  Schedule or a waiver of the Event of Default  arising  therefrom or Lessor's right to prompt return
of the Property in proper condition as required hereby.





	 Events of Default.  The occurrence of any of the following events shall constitute an "Event of Default" under this Lease:



	Lessee  shall fail to pay when due any Rent or other  amount  owing or required to be paid under this Lease or any  Additional
    Lease  Documents,  and any such failure  shall  continue for more than five (5) days after written  notice  thereof shall have been
    given by Lessor to Lessee;

	Lessee or any  Guarantor  shall  default in the  performance  or  observance  of any  covenant or  agreement on its part to be
    performed  or observed  under any of the Lease  Documents  (not  constituting  an Event of Default  under any other  clause of this
    Section),  and such default shall  continue  unremedied for fifteen (15) days after written notice thereof shall have been given by
    Lessor to Lessee;

	Any representation or warranty made by Lessee, any Guarantor or any Broker  representing  Lessee,  whether contained in any of
    the Lease Documents or otherwise, shall at any time prove to have been incorrect in any material respect when made;

	 Lessee shall fail to maintain insurance on the Property in accordance with the Lease Documents;

	 A default or event of default by Lessee or any  Guarantor  shall occur under the terms of any other  agreement,  instrument or
    document  with or intended  for the benefit of Lessor,  or any of its  affiliates,  and any  required  notice shall have been given
    and/or required passage of time shall have elapsed;

	   Any Bankruptcy Event shall occur;

	 Any event shall occur which results in any monetary  default of any agreement  involving  Lessee  evidencing any  indebtedness
    greater than $1,000,000.00 that continues beyond the earlier of the applicable cure period or 5 Business Days;

	 Lessee ceases to do business as a going concern;

	   Any direct or indirect sale,  conveyance,  assignment or other  transfer of any ownership  interest of Lessee or any Guarantor
    which  results,  in a change of  "beneficial  ownership"  (as such term is  defined  in Rule  13(d)-3  and Rule  13(d)-5  under the
    Securities  Exchange  Act of 1934),  directly or  indirectly,  of more than fifty  percent  (50%) of the total  voting power of all
    classes of capital stock then  outstanding of the Lessee entitled  (without regard to the occurrence of any contingency) to vote in
    elections of directors of Lessee;

	  The Property shall be or become  subject to any material abuse or misuse,  or any levy,  attachment,  seizure or  confiscation
    which is not released within thirty (30) days; and

	  Lessee shall fail to provide Lessor with prompt written  notification of any Default,  or of any  information  which indicates
    that any financial  statements provided to Lessor do not in any material respect present fairly the financial condition and results
    of operations purported to be presented in such statements.











Page 5












	 Remedies Upon Default.


	Upon the  occurrence and during the  continuance  of any Event of Default,  Lessor may at its sole option do any one or more or all
of the following, at such time and in such order as Lessor may in its sole discretion choose:
	Terminate the Lease and any obligation of Lessor to continue or provide  additional  financial  accommodations  of any kind to
         the Lessee; and upon any such termination Lessor shall be relieved of all such obligations;

	Declare and claim all unpaid Rent and sums due and payable (a) under this Lease  (excluding  any amounts due under  clause (b)
         of this  provision),  plus (b) an amount  equal to the greater of the then  applicable  Stipulated  Loss Value  (which  Lessee
         acknowledges is not a penalty and has a reasonable  discount rate implicit therein),  or the then applicable fair market value
         of the Property as determined by Lessor;

	 Require that Lessee return all Property to Lessor in accordance  with the terms of the  applicable  Schedule and the provision
         in this Lease entitled "Return";

	 Peacefully  enter the  premises  where any  Property is located and take  possession  of the  Property  without the use of any
         judicial process and without liability to Lessee for such entry;

	Sell  any or all  of the  Property  at  public  or  private  sale,  without  prior  notice  to  Lessee  or any  Guarantor,  or
         advertisement,  or otherwise dispose of, use, operate,  lease to others or keep idle such Property,  all free and clear of any
         rights of Lessee or any  Guarantor  and  without  any duty to  account or give other  notice to Lessee or  Guarantor  for such
         action or inaction;

	Retain all or any part of the Property in  satisfaction  of any  deficiency in the full payment of all  obligations  of Lessee
         should this Lease be determined to constitute a security agreement; and

	 Exercise any other right or remedy which may be available under the Lease Documents, the UCC, or other applicable law.








	All rights and  remedies of Lessor  herein are  severable  and  cumulative  and in addition to all other rights and remedies
available in the  Additional  Lease  Documents,  at law or in equity,  and any one or more of such rights and remedies may be exercised
simultaneously or successively.


	 Following  return of the Property  pursuant to this section,  Lessor will use  commercially  reasonable  efforts to mitigate
damages by  remarketing  or  disposing  of the  Property  via sale or  re-lease.  The Net  Proceeds  from any sale,  re-lease  or other
disposition  of the Property shall be applied to the  liquidated  damages and any other sums due from Lessee,  with Lessee being liable
to Lessor for the amount by which the Net  Proceeds  are less than the  liquidated  damages and other sums due and owing to Lessor from
Lessee.  For the purposes of this Lease and any  applicable  Schedule,  "Net  Proceeds"  shall mean (y) cash  proceeds of sale less the
residual  value of the  Property  at the end of the  Basic  Term  and less  costs of sale  and  collection,  or (z) the  present  value
(discounted  at prime  rate plus 3%) of  re-lease  rentals  for a term not to exceed  the Basic  Term  less  costs of  remarketing  and
collection.








	 Miscellaneous.




	 Non-Waiver.  No  failure  or delay on the part of Lessor in  exercising  any  right,  power or  remedy  pursuant  to any Lease
Documents shall operate as a waiver thereof,  and no single or partial  exercise of any such right,  power or remedy shall preclude any
other or further exercise thereof,  or the exercise of any other right, power or remedy.  Neither any waiver by Lessor of any provision
of the Lease  Documents,  nor any consent by Lessor to any departure by Lessee  therefrom,  shall be effective unless the same shall be
in writing and signed by Lessor.  Any waiver of any  provision of the Lease  Documents  and any consent to any departure by Lessor from
the terms of the Lease  Documents  shall be  effective  only in the specific  instance  and for the  specific  purpose for which given.
Except as otherwise  expressly  provided  herein,  no notice to or demand on Lessee  shall in any case  entitle  Lessee to any other or
further notice or demand in similar or other circumstances.


	 Finance Lease.  This Lease shall  constitute a "finance  lease" under Article 2A of the UCC.  Lessee waives any and all rights
and remedies  conferred upon Lessee by UCC Sections  2A-508 through  2A-522,  including,  without  limitation,  Lessee's  rights to (i)
cancel or repudiate  this Lease,  (ii) reject or revoke  acceptance  of any Property,  (iii) recover  damages from Lessor for breach of
warranty or for any other  reason,  (iv) claim a security  interest in any rejected  Property in Lessee's  possession  or control,  (v)
deduct  from Rent all or any part of any claimed  damages  resulting  from  Lessor's  default  under this  Lease,  (vi) accept  partial
delivery of the Property,  (vii) "cover" by making any purchase or lease of other  property in  substitution  for Property to be leased
from Lessor,  (viii) recover from the Lessor any general,  special,  incidental,  or consequential  damages, for any reason whatsoever,
and (ix) seek specific performance, replevin, or the like for any of the Property.


	 Communications.  All notices  and other  communications  required or  permitted  hereunder  shall be in writing,  and shall be
either  delivered  personally,  mailed by postage prepaid  certified mail or sent by express  overnight  courier or by facsimile.  Such
notices and communications shall be deemed to be given on the date of personal delivery,  facsimile  transmission or actual delivery of
certified mail, or one Business Day after delivery to an express  overnight  courier.  Unless  otherwise  specified in a notice sent or
delivered in accordance  with the terms hereof,  notices and other  communications  in writing shall be given to the parties  hereto at
their  respective  addresses set forth at the  beginning of this Lease,  or, in the case of facsimile  transmission,  to the parties at
their respective regular facsimile telephone numbers.


	 Purpose. The Property will be leased for commercial purposes only, and not for consumer,  personal,  home, or family purposes.
The Property shall not constitute "consumer goods" and this Lease shall not be deemed to be a "consumer lease" under the UCC.


	 Fees,  Expenses and Taxes.  Lessee shall pay or reimburse Lessor for: (i) all UCC filing and search fees and expenses incurred
by Lessor in connection with the  verification,  perfection or preservation of Lessor's rights  hereunder or in the Property;  (ii) any
and all stamp,  transfer and  documentation  taxes and fees  payable or  determined  to be payable in  connection  with the  execution,
delivery  and/or  recording of the Lease  Documents;  (iii) a  reasonable  third party  out-of-pocket  service fee charged by Lessor to
Lessee for  services  rendered  in  connection  with the  assessment,  filing and  payment of any Taxes on the  Property,  and (iv) all
reasonable fees and out-of-pocket  expenses  (including,  but not limited to, reasonable fees and expenses of outside counsel) incurred
by Lessor in connection with the preparation, execution,  administration,  waiver or amendment of the Lease Documents or the collection
of any sum payable under any of the Lease  Documents not paid when due, and the enforcement of any of the Lease  Documents,  excluding,
however,  salaries and normal  overhead  attributable  to Lessor's  employees.  Lessor shall invoice Lessee for all such fees and costs
therefore,  in which event Lessee shall pay all such fees,  expenses and taxes within five Business Days after receipt of such invoice,
however,  in the event Lessee is in Default under this  Agreement or any Schedule,  Lessor may apply any funds  received from Lessee to
any amounts then due and owing.  The  obligations  of Lessee under this  paragraph  shall survive the expiration or termination of this
Lease and any Schedules.







Page 6












	  Usury.  It is not the intent of the  parties to create  rent or other  payment  obligations  of Lessee  pursuant  to any Lease
Document  which would be considered  usurious under  applicable  law.  However,  if any such payment shall be found to be usurious by a
court of competent  jurisdiction,  then Rent or such other amounts shall automatically be reduced to the then highest rate permitted by
applicable  law and the  usurious  portion of the Rent or such other  amounts  shall be applied to the Lessee's  remaining  obligations
under this Lease in a manner reasonably determined by Lessor.


	 No Use of Merrill Lynch Name. Lessee and Guarantor will not directly or indirectly  publish,  disclose or otherwise use in any
advertising or promotional  material,  or press release or interview,  the name, logo or any trademark of Lessor,  Merrill Lynch and Co.,
Inc., or any of their affiliates.


	 Intermediaries and Brokers.  If the applicable  Schedule reflects the existence of a specific Broker, then the following shall
apply: Lessee  acknowledges and agrees that: (a) Broker is an independent  contractor and neither Broker nor Lessor is the agent of the
other;  (b) Broker has no  authority  to make  representations  or  warranties  on behalf of Lessor  with  respect to the  transactions
contemplated  herein; (c) Lessee has in its sole discretion  determined  whether or not to accept the Lease or any applicable  Schedule
from Lessor on the pricing,  terms and conditions  thereof;  and (d) Lessee hereby agrees that under no circumstances  will Lessor have
any  liability  to Lessee for, and Lessee shall  indemnify,  defend and save Lessor  harmless  from,  any and all claims,  liabilities,
losses, costs and expenses (including,  without limitation,  reasonable  attorneys' fees and expenses) of any nature whatsoever arising
from any  representation  or warranty made by Broker to Lessee,  or act or omission of Broker in connection  with its dealings with the
Lessee.  Lessee further  acknowledges and agrees that (a) Broker and Lessor are or may be parties to a referral  agreement covering the
terms of the  referral  of the  Lessee to Lessor by the  Broker;  and (b) under the terms of the  referral  arrangement,  Lessor may be
obligated to pay the Broker a fee in connection with the funding of the Lease or any applicable Schedule.


	 Further  Assurances.  Lessee  agrees to do such further acts and things and to execute or  authenticate  and deliver to Lessor
such additional agreements,  instruments,  documents and other records as Lessor may reasonably require or deem advisable to effectuate
the purposes of the Lease  Documents,  or to establish or maintain  Lessor's  interest in the Property.  Lessee hereby grants to Lessor
its power of attorney  (which power is coupled with an interest and is  irrevocable)  to do such further acts and things and to execute
or authenticate  such records in the name of Lessee if Lessee shall fail to do so promptly after receipt of Lessor's  request  therefor
or at any time (with or without prior request) if any Event of Default then exists (but Lessor shall have no obligation to do so).


	  Affiliation.  Lessee  acknowledges that neither Lessee, nor any person that controls Lessee, nor any majority owner of Lessee,
(i) is an employee or member of the board of directors of Merrill  Lynch and Co.,  Inc. or any of its  subsidiaries,  or (ii) is a holder
of more than 10% of any class of voting  securities  of Merrill  Lynch and Co.,  Inc. or any of its  subsidiaries.  For  purposes of this
provision,  "control" means the power to vote 25% or more of any class of voting  securities;  the ability to control the election of a
majority of directors; or the power to exercise a controlling influence over management policies.


	 Headings.  Captions and section and paragraph  headings in this Lease are inserted only as a matter of convenience,  and shall
not affect the interpretation hereof.


	 Governing Law. This Lease, and, unless otherwise  expressly  provided therein,  each of the Additional Lease Documents,  shall
be governed in all respects by the laws of the State of Illinois.


	 Severability of Provisions.  Whenever  possible,  each provision of the Lease Documents shall be interpreted in such manner as
to be effective and valid under  applicable  law. Any provision of the Lease  Documents  which is  prohibited or  unenforceable  in any
jurisdiction  shall,  as to such  jurisdiction,  be  ineffective  only to the extent of such  prohibition or  unenforceability  without
invalidating the remaining provisions or affecting the validity or enforceability of such provision in any other jurisdiction.


	 Survival.  All indemnities  contained in this Lease or any Additional  Lease  Documents in any event and any other  provisions
which by their  express terms are intended to survive,  shall  survive the  execution and delivery of this Lease and the  expiration or
other termination of this Lease.


	 Counterparts.  This Lease may be executed in one or more counterparts which, when taken together,  constitute one and the same
agreement.


	  Jurisdiction;  waiver.  Lessee  acknowledges that this Lease is being accepted by Lessor in partial  consideration of Lessor's
right and option, in its sole discretion,  to enforce the Lease Documents in either the State of Illinois or in any other  jurisdiction
where Lessee or the Property may be located.  Lessee  irrevocably  submits itself to jurisdiction in the State of Illinois and venue in
any state or  federal  court in Cook  County,  Illinois  for such  purposes,  and Lessee  waives  any and all  rights to  contest  said
jurisdiction  and venue and the  convenience  of any such  forum,  and any and all rights to remove  such  action from state to federal
court.  Lessee further waives any rights to commence any action against  Lessor in any  jurisdiction  except in Cook County,  Illinois.
Lessor and Lessee hereby each expressly waive any and all rights to a trial by jury in any action,  proceeding or counterclaim  brought
by either of the parties  against the other party with respect to any matter  relating to,  arising out of or in any way connected with
the Lease  Documents or any of the  transactions  which are the subject matter of this Lease.  Lessee further waives the right to bring
any non-compulsory counterclaims.






Page 7











	   Integration.  The Lease Documents  constitute the entire  understanding and represent the full and final agreement between the
parties with respect to the subject  matter  hereof,  and may not be  contradicted  by evidence of prior  written  agreements or prior,
contemporaneous  or subsequent  oral agreements of the parties.  There are no unwritten oral agreements of the parties.  This Lease and
the  applicable  Schedule  supersedes and replaces any and all  proposals,  letters of intent and approval and commitment  letters from
Lessor to Lessee,  none of which shall be  considered an Additional  Lease  Document.  Notwithstanding  the  foregoing,  in the event a
commitment  letter  contemplates  multiple  schedules and at the time of closing the first  schedule not all schedules  have been fully
funded,  then the terms of the  commitment  letter  shall  continue  with  respect to any such  unfunded  Schedules.  No  amendment  or
modification of this Lease or any of the Additional  Lease Documents to which Lessee is a party shall be effective  unless in a writing
signed by both Lessor and Lessee.












IN WITNESS WHEREOF,
 this Lease has been executed as of this 8th day of July, 2003, effective as of the Lease Date.




DARLING INTERNATIONAL INC.


By:  /s/   Brad Phillips
              

          Signature



    Brad Phillips
             

          Printed Name



    Treasurer
              
             

          Title








Accepted at Chicago, Illinois:

MERRILL LYNCH CAPITAL, A DIVISION OF MERRILL LYNCH BUSINESS FINANCIAL

SERVICES INC.




By:







Page 8