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                              DATED _______________



                                    AGREEMENT









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                                    CONTENTS

Clause                                                      Page
------                                                      ----

1             Definition                                      3
2             Subject Matter of Agreement                     3
3             Distributor's Obligations                       4
4             Supplier's Obligations                          5
5             Prices, Terms and Conditions                    7
6             Limitation Damages                              7
7             Patents and Protection of Designs               8
8             Trademark                                       8
9             Sub-dealers                                     9
10            Minimum Requirements                            9
11            Limitations                                    10
12            Duration and Termination                       11
13            Law Applicable                                 12
14            Settlement of Disputes                         12
15            Miscellaneous                                  12




                                 --------------


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THIS AGREEMENT (the "Agreement") is dated _______________ and made


BETWEEN

(a)      Agro-Dan, Inc. (hereinafter referred to as the "Distributor"), 10 Alvin
         Court, East Brunswick, New Jersey 08816, USA, duly organized and
         existing under the laws of the state of Delaware a subsidiary of Eco
         Science (hereinafter referred to "ECS"), 10 Alvin Court, duly organized
         and existing under the laws of the state of Delaware;

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



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


CLAUSE 1 - DEFINITION

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


CLAUSE 2 - SUBJECT MATTER OF AGREEMENT


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

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

2.2.     Supplier shall not, except as provided in clause 2.3 and 2.4, export
         Products into, or sell


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         Products in the Territory except to Distributor. Supplier will not
         establish any distribution in the Territory nor will it support any
         distributor other than AGRO-DAN INC. for sale of products in the
         Territory. In the event of any documented infraction by Supplier or
         other members of the Rockwool International Group and/or its official
         distributors of this clause. Supplier will pay to the Distributor a
         mutually agreed upon compensatory commission.


2.3.     In the event of larger projects in the Territory being handled outside
         the Territory, Supplier will refer such inquiries to Distributor. If
         orders for commercial, legal or any other reason cannot be obtained by
         Distributor after Distributor has been informed of such orders and
         given a reasonable time to obtain them, Supplier is entitled to sell
         directly to contractors in question. In such case Distributor is
         entitled to receive a commission of 10 percent (based on Ex Works
         Price) and payment will take place upon completion of said contract, as
         and when payment to Supplier has taken place.

2.4.     Supplier can in addition to clause 2.2. and 2.3. by way of direct sales
         export Products into or sell Products to customers in the Territory. In
         case of such direct sales Supplier will pay to the Distributor a
         commission of 10 percent based on ex works prices. The commission will
         be due in quarterly installments being payable each January 1, April 1,
         July 1, and October 1. Distributor cannot put forward any claims
         against Supplier except for Supplier's payment of commission stipulated
         in this clause.

         It is not the intention of Supplier to actively seek direct sales in
         the Territory. Such direct sales and/or exports shall only take place
         if Distributor for commercial, legal or any other reason cannot obtain
         certain orders after Distributor has been given reasonable time to
         obtain such orders.


CLAUSE 3 - DISTRIBUTOR'S OBLIGATIONS


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

3.2.     All information relating to GRODAN inventions and other information
         furnished by Supplier to Distributor and used by the Distributor
         pursuant to this Agreement shall be deemed to be the property of
         Supplier and to have been disclosed in confidence and shall be held in
         confidence by Distributor. Distributor shall exert all faithful and
         reasonable efforts to prevent any disclosure thereof to third parties
         during the term of this Agreement

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         and for so long thereafter as such information shall not be generally
         known in the trade.

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

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

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

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

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

3.7.     Distributor  shall  engage fully  qualified  horticultural, technical
         advisors, consistent with market demands and performance requirements
         of GRODAN.

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

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

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CLAUSE 4 - SUPPLIER'S OBLIGATIONS


4.1.     Supplier shall give Distributor access to all information in the
         possession of Supplier useful in connection with the sale and use of
         the Products. Supplier shall, at his own expense, provide technical
         business managers in key marketing areas as deemed necessary by the
         Supplier for the purpose of rendering technical advise to Distributor
         and/or end-users with respect to sale and application of the Products.
         All costs concerned with Distributor's participation to be borne by
         Distributor. Supplier is at liberty to pay visits to growers etc. at
         his own expense and without Distributor's presence. Both parties agree
         that it is of great importance to keep each other informed of customer
         visits. Supplier may during the term of the Agreement for strategic
         reasons decide to stop services rendering technical advise or otherwise
         reorganize the set-up of technical advise for instance by means of
         setting up a separate company for this purpose. If such a strategic
         decision is made the obligation on the part of the Supplier to render
         technical advise shall cease and Distributor will in this case if
         needed have such technical services rendered from a third party.
         Distributor will still receive technical support free of charge.

4.2.     Supplier shall call to the attention of Distributor any other growing
         substrates for other market segments, e.g. agriculture, forestry and
         retail developed by Supplier - provided they not be replacement for
         Products as described under clause 1.1 - during the term of this
         Agreement, and Distributor shall have the option to obtain the
         exclusive right to sell any such products in the Territory during the
         term of this Agreement (including any renewals hereof), ON THE TERMS
         STIPULATED IN THIS AGREEMENT



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

         If the Distributor request the Supplier to develop viable products
         fitting Distributor's diversification plans, Supplier will in good
         faith with active input from Distributor try to reveal whether or not
         such a product can be developed. SUPPLIER CANNOT WITHOUT A REASONABLE
         CAUSE REJECT SUCH DEVELOPMENT. AS A REASONABLE CAUSE CAN AMONG OTHERS
         BE THE COSTS OF DEVELOPMENT, THE MARKET POTENTIAL RELATED TO THE
         DEVELOPMENT OF SUCH PRODUCTS.


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

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

4.5.     Multi brand marketing is an essential part of the Supplier's marketing
         concept. THE PARTIES WILL MAKE A JOINT DECISION WITH RESPECT TO SUCH
         MULTI BRAND MARKETING ENABLING DISTRIBUTOR TO SELL OTHER BRANDS A right
         for Distributor to sell such other brands will not be given unless the
         FOLLOWING requirement has been fulfilled:


         (i)   Distributor shall ensure that among others sales, marketing,
               service, advise and distribution channels for such other brand
               are separate from that of the Products including - but not
               limited to - separate personal handling of the different brands.
               The handling of the different brands shall be conducted in such a
               way that the customers have the impression that the two brands
               are being handled by separate entities.

         (ii)  The parties agree on sales targets regarding the other brands.




CLAUSE 5 - PRICES, TERMS AND CONDITIONS


5.1.     The Supplier has no obligation to supply from any specific location.
         The parties have by way of the Agreement modified the clause Ex Works
         (INCOTERMS) so that the risk of loss will pass from Supplier to
         Distributor at the time where Products have been loaded on to the
         carrier at the Supplier's premises in Denmark, Holland and Canada. This
         alteration of the time where the risk of loss passes to Distributor has
         not in any other way altered the application of the clause Ex Works
         (INCOTERMS). 90 days before any change in prices can take effect
         Supplier and Distributor will enter into discussions as to the level of
         such a change. The decision to make a change in prices is the sole
         decision of the Supplier and the Supplier will give 30 days' notice
         before any change in prices is effected. The notice shall state the
         specific prices regarding Products to be applied after the elapse of
         the 30 days' notice period. HOWEVER IT IS AGREED THAT PRICES DURING THE
         FIRST YEAR OF THIS AGREEMENT CAN INCREASE NO MORE THAN 4% FROM THE
         LEVEL IN FORCE REPRESENTED BY THE CURRENT PRICE LIST AT THE
         COMMENCEMENT OF THIS AGREEMENT. FOR THE SECOND YEAR THE MAXIMUM
         INCREASE IS 5% AND FOR THE THIRD YEAR 6%.




CLAUSE 6 - LIMITATION DAMAGES

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

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


CLAUSE 7 - PATENTS AND PROTECTION OF DESIGNS


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

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

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

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

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CLAUSE 8 - TRADEMARK


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

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

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


CLAUSE 9 - SUB-DEALERS

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


CLAUSE 10 - TARGETS


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

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

         1. Geographical marketing area
         2. Application area
         3. Product group


         A minimum growth per year (within the product groups mentioned in
         clause 1.1.) over five (5) years in U.S. sales dollar purchases (ex
         works) will be required in order to satisfy

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         the mutually agreed upon expectations of both Supplier and Distributor.

         TARGETS per year:

         2000: amounts sold for the year 1999 + 15%
         2001: amounts sold for the year 2000 + 14%
         2002: amounts sold for the year 2001 + 13%
         2003: amounts sold for the year 2002 + 12%
         2004: amounts sold for the year 2003 + 11%

         The TARGETS comprehend only the Products and not additional products
         sold by Distributor according to clause 4.2 or 4.5

         Any GRODAN products imported into the Territory through other channels
         than Distributor's shall be recorded by both parties at ex works
         equivalent price level and credited to the minimum yearly purchases

         Distributor will maintain a reasonable stock of the Products in the
         Territory, the quantity to be agreed upon by both parties acting
         reasonably and in good faith. Supplier will maintain a reasonable level
         of product quality and delivery service. On the other hand, Distributor
         will not exceed reasonable stock levels with the sole purpose of
         reaching minimum purchase levels otherwise not obtained.

         In the event Supplier has severe difficulties in fulfilling
         Distributor's product requirements within agreed delivery times and
         Distributor, as a cause of Supplier's failure to deliver, therefore
         cannot meet minimum requirements, the minimum purchase requirements
         shall be reduced accordingly.

10.2.    THE TARGETS ARE MERELY GUIDELINES FOR THE DEVELOPMENT IN THE PURCHASE
         AND A NON-FULFILLMENT CANNOT GRANT SUPPLIER THE RIGHT TO TERMINATE THE
         AGREEMENT.

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


CLAUSE 11 - LIMITATIONS

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

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


CLAUSE 12 - DURATION AND TERMINATION


12.1.    This Agreement shall commence January 1, 2000 and continue until
         December 31, 2004.

         This Agreement shall automatically be extended for successive FIVE(5)
         year terms unless either party by at least six (6) months prior written
         notice to the other given during the then current term elects
         reasonably and in good faith to terminate this Agreement at the end of
         the then current term. This Agreement may also be terminated as
         elsewhere in this Agreement expressly provided. Any termination of this
         Agreement as provided anywhere herein shall not effect any rights or
         claims of any party arising prior to such termination.

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

12.3.    Either party may terminate the Agreement if the other party fails to
         perform any material obligation according to the Agreement. As an
         example of a material obligation a reference can be made to clause
         12.5. If a material obligation under the Agreement is not being
         complied with, the non-

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

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

12.4.    IF ANY OF THE CIRCUMSTANCES LISTED IN THE SHAREHOLDERS AGREEMENT
         BETWEEN AGRO DYNAMICS INC AND SUPPLIER SECTION 6.0 (A) OCCURS SUPPLIER
         SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT IMMEDIATELY UPON WRITTEN
         NOTICE TO DISTRIBUTOR.

12.5.    In the event that Mr. Michael A. DeGiglio is not Chief Executive
         Officer of Distributor or member of the Board of Directors of
         Distributor and/or ECS, the Board of Directors of ECS shall present
         Supplier within two (2) months a comprehensive and detailed succession
         plan regarding the newly appointed individual and the nature of the
         future business relationships between Supplier and Distributor.

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


CLAUSE 13 - LAW APPLICABLE

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


CLAUSE 14 - SETTLEMENT OF DISPUTES

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


CLAUSE 15 - MISCELLANEOUS

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

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

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

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

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

15.6.    ECS and AGRO DYNAMICS INC has by co-signing this Agreement accepted the
         Agreement as jointly and severally liable for Distributor's obligations
         under the Agreement. WITH RESPECT TO PAYMENTS OF OVERDUE AMOUNTS THE
         LIABILITY ON THE PART OF ECS AND AGRO DYNAMICS INC WILL BE EQUIVALENT
         TO 51% OF ANY SUCH AMOUNT BEING OVERDUE AT ANY TIME.


                                      *****


(the Distributor)                             (the Supplier)
AGRO-DAN, INC.                                GRODANIA A/S


by:/                                          by:/
------------------------------------------       -------------------------------
Name:                                         Henrik Frank Nielsen
Title:                                        Managing Director

AGRO DYNAMICS, INC.


by:/
-----------------------------------------
Name:
Title:


ECOSCIENCE:


by:/
-----------------------------------------
Name:
Title:

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