STOCKHOLDERS' AGREEMENT


     THIS STOCKHOLDERS' AGREEMENT (this "Agreement") is made and entered into as
of March 3, 2000, by and among Agro-Dan, Inc., a Delaware corporation (the
"Company"), EcoScience Corporation, a Delaware corporation ("ES"), Agro
Dynamics, Inc., a Delaware corporation wholly owned by ES ("ADI"), and Grodania
A/S, a Denmark corporation ("Grodan," and together with ADI, the
"Stockholders").

                                   WITNESSETH:

     WHEREAS, ES, ADI, and Grodan have entered into that certain Joint Venture
Agreement as of January 12, 2000 (the "Joint Venture Agreement"), pursuant to
which the Company is to be incorporated and in exchange for the contribution of
certain assets and the assumption of certain liabilities ADI is to be issued 51%
of the issued and outstanding common stock of the Company (the "Common Stock")
and Grodan is to be issued 49% of the issued and outstanding Common Stock of the
Company; and

     WHEREAS, the Stockholders believe that it is in their best interests and in
the best interest of the Company to make provisions for the holding of shares of
common stock in the Company and for certain aspects of the operation and conduct
of the Company.

     NOW, THEREFORE, in consideration of the mutual promises hereinafter set
forth, and of other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:

     1. Operational Matters.

          (a) Business Plan. The Stockholders acknowledge, agree and represent
     that they have approved in all respects the Strategic Business Plan,
     attached hereto as Schedule 1 (the "Strategic Business Plan"). The
     Stockholders agree that each shall take all actions necessary or prudent in
     order to implement and cause their director nominees serving on the Board
     of Directors to implement the Strategic Business Plan; provided, however,
     that no Stockholder shall be obligated to contribute additional capital to
     the Company.

          (b) Operation of Substrates Division. The Stockholders acknowledge and
     agree that the "substrates division" shall be operated in accordance with
     Schedule 2 attached hereto. The Stockholders acknowledge and agree that
     Grodan has the exclusive right to make certain decisions with respect to
     the "substrates division." The matters to be decided exclusively by Grodan
     and the procedure to obtain consensus with respect to these matters are set
     forth in Schedule 2. The Stockholders agree that they shall cause their
     representatives on the Board of Directors to vote for any decision made by
     Grodan after following the procedures set forth in Schedule 2.

          (c) Audit. The Company shall cause its financial books and records to
     be audited on an annual basis by an internationally recognized accounting
     firm which audit of the Company's financial statements shall be completed
     within ninety (90) days of the Company's year-end. So long as ADI holds a
     majority of all of the issued and outstanding voting stock of the Company
     (the "Aggregate Voting Power"), ADI's auditors shall also be the Company's
     auditors.



<PAGE>

     year-end. So long as ADI holds a majority of all of the issued and
     outstanding voting stock of the Company (the "Aggregate Voting Power"),
     ADI's auditors shall also be the Company's auditors.

          (d) Dividends. Unless prohibited by the Delaware General Corporation
     Law (including the applicable fiduciary duties of a board of directors),
     the Company shall declare and pay within one-hundred twenty (120) days of
     the fiscal year-end cash dividends equal to seventy-five percent (75%) of
     the prior year's net income after taxes; provided that the declaration and
     payment of such dividends do not violate the terms of any loan agreement or
     any other material contract to which NEWCO is a party or by which its
     assets are bound. The payment of such dividend to a shareholder may be
     reducted to the extent the Company is required by law or regulation to make
     any deduction or withholding of tax with regard to that particular
     shareholder.

          (e) Chief Executive Officer. The Chief Executive Officer of the
     Company shall initially be Michael DeGiglio who shall serve in such
     capacity until a new chief executive officer shall be appointed which
     appointment shall occur on or prior to December 31, 2000. From the date of
     this Agreement, Michael DeGiglio shall be entitled to an annual base salary
     of $125,000 which shall be payable until the earlier of the date on which a
     new chief executive officer is employed or December 31, 2000.

          (f) Headquarters. The headquarters and principal place of business of
     the Company shall initially be located at ADI's existing headquarters at 10
     Alvin Court, East Brunswick, New Jersey and then, at an estimated date of
     April 2000, in Eatontown, New Jersey (the "Headquarters"). Fifteen months
     after the Company occupies the headquarters in Eatontown, New Jersey, the
     Board of Directors of the Company shall decide whether to remain at the
     Headquarters. In the event that the Board decides that Newco should
     relocate, the Company shall assume fifty percent (50%) of the risk in
     subleasing or assigning the lease for the Headquarters. The office plan for
     the Headquarters shall be subject to Grodan's consent, which consent shall
     not be unreasonably withheld after taking into account the requirements and
     input of the landlord. Such office plan and layout shall, to the extent
     reasonably possible, separate the Company from ES and its Affiliates or
     other occupants of the premises.

          (g) ADCI. The charter documents of Agro Dynamics Canada, Inc. shall be
     amended to contain provisions substantially similar to the provisions of
     the Company's charter documents.

     2. Board of Directors.

          (a) Composition of the Board. The Company's Board of Directors (the
     "Board") shall consist of seven (7) members; provided that so long as
     Grodania A/S and any Affiliates of Rockwool International A/S which shall
     hold shares of Common Stock hold less than 50.1% of the Aggregate Voting
     Power, the Board of Directors shall consist of six (6) members, three (3)
     of whom shall be nominated by Grodan (the "Grodan Directors") and three (3)
     of whom shall be nominated by ADI (the "ADI Directors"). Each Stockholder
     further agrees that the Company shall have a Chairman of the Board who
     shall serve for a term of one year. So long as Grodan holds less than 50.1%
     of the Aggregate Voting Power, Grodan and ADI shall

                                        2
<PAGE>

     alternate appointing the Chairman of the Board annually. The initial
     Chairman of the Board shall be appointed by Grodan. So long as ADI holds at
     least thirty percent (30%) of the Aggregate Voting Power, at least two (2)
     members of the Board of Directors shall be nominated by ADI. So long as ADI
     holds at least fifteen (15%) of the Aggregate Voting Power, at least one
     (1) member of the Board of Directors shall be nominated by ADI. Each
     Stockholder hereby agrees to vote all of its shares of Common Stock in the
     Company for the other Stockholder's nominee(s) to the Board of Directors
     and take any and all such action to procure such election to the Board of
     Directors so long as any Stockholder has an exclusive right to nominate
     such nominee(s).


     (b) Board Operations. Any action taken by the Board of Directors shall
require the affirmative approval of a majority of the directors at a meeting at
which there exists a quorum. Notwithstanding anything to the contrary, any
action taken by the Board of Directors on any matter shall require (x) at least
fifty percent (50%) of the directors present and voting in favor of such action
to be Grodan Directors and (y) for so long as ADI holds 51% of the Aggregate
Voting Power, at least fifty percent (50%) of the directors present and voting
in favor of such action to be ADI Directors. In addition to the foregoing, the
following matters must be approved by the ADI Directors who are present at the
meeting:

     (i) In the event that ADI shall hold at least 40% and less than 50.1% of
     the Aggregate Voting Power; provided that the ADI Directors approval shall
     not be required for the matters contained in subsections 2(b)(i)(6) and 2
     (b)(i)(9)after the fifth anniversary of the date of this Agreement:

          (1) merger, or consolidation of the Company with an Affiliate of
          Grodan or a spin-off of any business of the Company;

          (2) any merger or consolidation of the Company in which Grodan is to
          receive for its Common Stock per share consideration different from
          the per share consideration to be received by ADI;

          (3) any merger or consolidation of the Company with another entity in
          which immediately after consummation of the transaction the surviving
          entity would have a net worth less than the net worth of the Company
          immediately prior to the contemplated transaction. For purposes of
          calculating net worth, net worth shall be deemed to include both
          tangible and intangible assets;

          (4) making any material and significant change to the scope of the
          Company's business. The "Company's Business" shall be defined as
          sales, marketing and distribution of products and services in the
          horticultural industry;

                                        3
<PAGE>

          (5) dissolution or liquidation of the Company;

          (6) approval of any annual business plan (the "Annual Business Plan")
          and annual capital budget (the "Annual Budget") of the Company solely
          as the Annual Business Plan and Annual Budget directly relates to (x)
          the business between the Company and Grodan and (y) the gross profit
          of the Company. Notwithstanding anything to the contrary, this
          subsection shall not apply to the management of the Substrates
          Division under Section 1(b) of this agreement;

          (7) conversion, reclassification or repurchase of Common Stock;

          (8) incurrence of debt obligations for borrowed money, other than debt
          incurred in the ordinary course of the Company's business including
          the incurrence of debt for working capital purposes;

          (9) sales or dispositions of the Company's material assets, other than
          sales or dispositions in the ordinary course of the Company's business
          and the making of loans (other than accounts receivable incurred in
          the ordinary course of the Corporation's business) and investments in
          excess of one million dollars ($1,000,000);

          (10) making any change in the Company's dividend policy or to declare
          any dividends or enter into any agreement which by its terms prohibits
          or expressly limits the Company's ability to declare and pay cash
          dividends;

          (11) making any agreement, contract, arrangement, understanding,
          transfer of assets or liabilities or other commitment or transaction
          (collectively, "Arrangement") with any Stockholder, officer or
          director of the Company, or with any Affiliate of the Company other
          than an Arrangement on terms no less favorable to the Company than
          would result from an arm's length negotiation with an unaffiliated
          third party and which would not adversely affect the Company. For
          purposes of this Agreement, "Affiliate" means a Person that, directly
          or indirectly through one or more intermediaries, Controls, is
          Controlled by or is under Common Control with, the first mentioned
          Person; "Control" (including the terms "Controlled", "Controlled by"
          and "under Common Control with") means the possession, directly or
          indirectly as trustee or executor, of the power to direct or cause the
          direction of the

                                        4
<PAGE>

          management or policies of a Person, whether through the ownership of
          stock or as trustee or executor, by contract or credit arrangement or
          otherwise; "Person" means any individual, corporation (including any
          non-profit corporation), general or limited partnership, limited
          liability company, joint venture, estate, trust, association,
          organization, governmental authority, labor union, or other entity.


          (12) amendment of the Company's by-laws or certificate of
          incorporation.

     (ii) In the event that ADI shall hold at least 20% but less than 40% of the
     Aggregate Voting Power, the matters referred to in sections 2(b)(i)(1),
     2(b) (i)(2), 2(b)(i)(3), 2(b)(i)(5), 2(b)(i)(7), 2(b)(i)(10) and
     2(b)(i)(12).

     3. No Pledge.

     No Stockholder shall, either directly or indirectly, assign, mortgage,
hypothecate, transfer, pledge, create a security interest or lien upon,
encumber, give, place in trust, or otherwise permit a charge or claim on any
shares of Common Stock owned by such Stockholder to any Person other than an
existing Stockholder without the prior written consent of the non-transferring
Stockholder; provided, however, that ADI shall be permitted to pledge Common
Stock held by it as collateral for $4 million indebtedness to Century Business
Corporation.

     4. Right of First Refusal.

     No Stockholder, either directly or indirectly, shall sell, assign,
contribute or otherwise transfer ("Sell") any shares of Common Stock without
first offering the other Stockholders a right of first refusal to purchase such
shares of Common Stock as follows: In the event that any Stockholder receives a
bona fide written offer to purchase any part of its Common Stock that such
Stockholder wishes to accept (an "Offer"), such selling Stockholder shall give
prompt written notice of such Offer (the "Sale Notice") to the other Stockholder
and such selling Stockholder's intention to sell, setting forth the terms of the
Offer and including a copy of such Offer. The non-selling Stockholder shall have
the right but not the obligation to purchase all of the Common Stock subject to
the Offer on the same terms and for a purchase price per share equal to the
price set forth in such Offer, exercisable upon delivery of written notice (the
"Notice of Exercise") to the selling Stockholder on or before the tenth (10th)
Business Day following the date of the Sale Notice and provided that closing
must occur within 30 days after the date of the Notice of Exercise.

     5. Certain Matters.

     (a) So long as ADI shall be entitled to have representation on the Board of
Directors, in the event that a Person engaged in a business in competition with
the insulation and substrates business conducted by Rockwool International A/S
or its Affiliates acquires a direct or indirect ownership interest, beneficial
or otherwise, in securities representing in excess of 25% in

                                        5
<PAGE>

the Aggregate Voting Power of ES or ADI or obtains representation on the Board
of Directors of ES or ADI and ES and ADI shall have failed to buy back such
shares or remove such board members within forty five (45) days, ADI shall pay
within thirty (30) business days thereof liquidated damages to Grodan in the
amount of one million dollars ($1,000,000). The Stockholders acknowledge and
agree that the terms, conditions and amounts set forth in this section are
reasonable, considering the damages Grodan would sustain if the above events
were to occur. One million dollars ($1,000,000) is agreed upon and fixed as
liquidated damages because of the difficulty of ascertaining the exact amount of
damages that would be sustained in such events.


     (b) When the Stockholders are unable to agree on any fundamental matter
involving the Company, the Board of Directors shall conduct two meetings
followed by a cooling off period of sixty (60) days. If after this time the
Stockholders continue to disagree, the Stockholders shall undertake in good
faith to continue to attempt to resolve the issue in a manner that will not
result in the liquidation of the Company.

     (c) Notwithstanding anything to the contrary, in the event that (i) for any
reason, shares of Common Stock held by ADI shall be transferred to a party other
than Grodan or its Affiliates or (ii) ES, Agro Power Development, Inc. or ADI
commences a voluntary (or permits an involuntary) case or other proceeding
seeking liquidation, reorganization or other relief with respect to itself or
its liabilities under any bankruptcy, insolvency or other similar laws now or
hereinafter in effect, including the seeking of the appointment of a trustee,
receiver, liquidator or custodian, Grodan shall have the right but not the
obligation to purchase a number of shares of Common Stock from the Company so as
to give it 60.1% of the Aggregate Voting Power at a per share price equal to the
fair market value of the Company prior to such purchase divided by the number of
shares of Common Stock outstanding prior to such issuance.

     (d) The provisions of the Company's Certificate of Incorporation and
by-laws with respect to indemnification in effect on the date of this Agreement
shall not be amended, repealed or otherwise modified for a period of six (6)
years after the date upon which ADI ceases to hold at least 20% of the Aggregate
Voting Power in any manner that would adversely affect the rights thereunder of
individuals who at or prior to such date were directors or officers of the
Company unless such amendment, repeal or modification is required by law.

     6. Company to Enforce.

     (a) The Company hereby agrees and undertakes to not issue, transfer or
reissue any shares of Common Stock in violation of the provisions of this
Agreement or without requiring proof of compliance with this Agreement.

     (b) In the event that, at any time, any shares of Company are transferred
to any other party pursuant to the provisions of this Agreement, the transferee
shall take such shares of Common Stock pursuant to all provisions, conditions
and covenants of this Agreement, and, as a condition precedent to the transfer
of such shares of Company, the transferee shall agree (for and on behalf of
himself, his legal representatives and his transferees and assigns) in writing
to be bound by all the terms and provisions of this Agreement applicable to the
transferor.

                                        6
<PAGE>


     (c) The Company covenants that any additional shares of Common Stock
hereafter issued shall be subject to the terms and conditions of this Agreement.

     7. Stock Transfer Record.

     The Company shall maintain a stock transfer book in which shall be recorded
the name and address of each of its Stockholders. No transfer of Common Stock
shall be effective or valid unless and until recorded in such stock transfer
book. The Company agrees not to record any transfer of Common Stock in its stock
transfer book unless the transfer strictly complies with all the provisions of
this Agreement.

     8. Endorsement on Stock Certificates.

     Each certificate representing shares of Common Stock of the Company now or
hereafter held by any Stockholder or issued by the Company to any other Person
shall bear a legend in substantially the following form

     The transfer of shares of stock represented by this Certificate is
     restricted by the Certificate of Incorporation and By-Laws of the
     Corporation and by a Stockholder's Agreement, dated March 3, 2000, by and
     among the Corporation and certain of its Stockholders and EcoScience
     Corporation, copies of which are on file at the office of the Corporation.

     9. EcoScience Undertaking.

     ES undertakes to cause ADI to fully perform its obligations contained
herein in accordance with the terms and conditions of this Agreement.

     10. Grodan may Sell Common Stock to an Affiliate.

     Notwithstanding anything to the contrary, Grodan may transfer its shares of
Common Stock to an Affiliate of Rockwool International A/S.

     11. Specific Performance.

     Each of the parties acknowledges and agrees that the other parties would be
damaged irreparably if any of the provisions of this Agreement are not performed
in accordance with their specific terms or otherwise are breached. Accordingly,
each party agrees that any of the other parties shall be entitled to an
injunction or injunctions to prevent breaches of the provisions of this
Agreement and to enforce specifically this Agreement and the terms and
provisions hereof, in addition to any other remedy to which such other party may
be entitled at law or in equity.

     12. Notices.

     All notices, demands or other communications required or permitted
hereunder shall be in writing and shall be sufficiently given if personally
delivered, mailed or transmitted,

                                        7
<PAGE>

and shall be effective upon receipt if delivered personally on the third
Business Day following the date mailed by registered or certified mail (postage
prepaid, return receipt requested) to the parties at the following addresses (or
at such other address for a party as shall be specified by like changes of
address) or the first Business Day following being sent by electronic
transmission to the telecopier number specified below:


                  (a)      if to ES:

                           EcoScience Corporation
                           10 Alvin Ct. Road
                           East Brunswick, NJ 08816
                           Attn: Michael DeGiglio
                                 Chief Executive Officer
                           Telecopier No.: (732) 257-2326

                  (b)      if to ADI:

                           Agro Dynamics, Inc.
                           10 Alvin Ct. Road
                           East Brunswick, NJ 08816
                           Attn: Michael DeGiglio
                                 Chief Executive Officer
                           Telecopier No.: (732) 257-2326

                           with a copy to:

                           Giordano, Halleran & Ciesla
                           125 Half Mile Road
                           P.O. Box 190
                           Middletown, NJ  07748
                           Attn:    John Aiello
                           Telecopier No.:  (732) 224-6599

                  (c)      if to Grodan:

                           Grodania A/S
                           Hovedgaden 501
                           DK 2640 Hedehusene
                           Denmark
                           Attn: Henrik Frank Nielsen
                                 Managing Director
                           Telecopier No.:  (011) 45 46 56 12 11

                                       8
<PAGE>

                           with a copy to:

                           Pedersen & Jantzen
                           Nyropsgade 45
                           DK 1602 K0benhavn
                           Denmark
                           Attn:    Dan Terkildsen
                           Telecopier No.:  (011) 4533 1295 15

                           with a copy to:

                           Baker & McKenzie
                           805 Third Avenue
                           New York, New York 10022
                           Attn: Howard M. Berkower
                           Telecopier No.: (212) 759-9133


     13. Assignment; Successors and Assigns.

     Neither this Agreement nor any interest herein may be assigned or
transferred by any party hereto or by operation of law or otherwise without the
consent in writing of the other parties, provided, however, that Grodan may
assign this Agreement to an Affiliate of Rockwool International A/S, so long as
Grodan remains liable for its obligations under this Agreement. Subject to the
foregoing, the provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors, permitted
assigns, heirs and legal representatives.

     14. Governing Law; Construction.

     This Agreement shall be governed by and construed in accordance with the
laws of the State of Delaware in all respects, including all matters of
construction, validity and performance, without regard to their conflict of law
principles.

     15. Severability.

     If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner adverse to any party.
Furthermore, in lieu of such illegal, invalid or unenforceable provision, there
shall be added automatically as a part of this Agreement a provision as similar
in terms to such illegal, invalid or unenforceable provision as may be possible
and be legal, valid and enforceable.

                                       9
<PAGE>

     16. Captions.

     The captions in this Agreement are for convenience of reference only and
shall not be deemed to constitute part of this Agreement or to affect the
construction hereof.

     17. Counterparts.

     This Agreement may be executed in any number of counterparts, and by any
party on separate counterparts, each of which as so executed and delivered shall
be an original, and it shall not be necessary in making proof of this Agreement
as to any party hereto to produce or account for more than one such counterpart
executed by such party.

     18. No Third Party Beneficiaries.

     This Agreement shall not confer any rights or remedies upon any Person
other than (a) the parties hereto and their respective successors and permitted
assigns and (b) Michael A. DeGiglio who shall be deemed a third party
beneficiary with respect to and shall have the right to enforce the provisions
of Section 1(e) hereof.

   IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

ECOSCIENCE CORPORATION


By:________________________________
     Name:_________________________
     Title:________________________



AGRO DYNAMICS INC.


By:________________________________
     Name:_________________________
     Title:________________________



GRODANIA A/S


By:_______________________________
     Name:________________________
     Title:_______________________

                                       10
<PAGE>

AGRO-DAN, INC.


By:_______________________________
     Name:________________________
     Title:_______________________

                                       11
<PAGE>


                       Schedule 1: Strategic Business Plan
                                    for Newco


A. Newco

1. Mission:

Newco fulfils the need for continuous improvements within the North American
greenhouse industry - a.o. by marketing, selling, distributing and servicing
premier quality growing systems and adding real value to it's suppliers
strategies.

2. Goals:

* Meet planned sales, profitability and customer loyalty development.
* Ensure maximum internal synergy - especially related to "growing systems"
  strategy.
* Ensure suppliers strategies are carried our successfully - thus enhancing
  loyalty through improving the value chain.
* Ensure effective and efficient market coverage - a.o. through "full" local
  geographical sales coverage of the full Newco product assortment (width)
  complemented by having internal "expert" product line divisions (depth in
  know-how).
* Increase Newco added value and expertise.

3. Focus & Strategies:

* Sales & operational marketing, distribution and service.
* Intensive horticulture / greenhouse industry.
* Growing systems approach.
* Assortment - High profile / quality brands (Grodan - Hoogendorn - etc.) as
  the backbone of the JV and carriers of the JV Mission.
  Operate separate "expert" product line divisions - Irrigation & Substrates.
* Accessories only to be included if supporting the Mission and creating
  critical mass" and margins.
* Geographical area = United States, Mexico, Canada and the Caribbean.
* Local geographical coverage by sales representation in Ontario (Sales +
  Warehouse), NJ (S+W), California (S+W), Virginia (W), Florida (S), BC (S+W).
* Separate customer service, finance, accounting functions from ECS.

                                       12
<PAGE>

4. Responsibilities Newco's "Substrates Division":

* "Total Greenhouse Management" ("TGM") consultants.
*  Special sales force - Focus on "technical sales", service and customer
   loyalty.
*  Authorised to take orders, perform sales calls, customer training, etc.
*  Train internal Newco staff in "TGM".
*  Participate in Grodania education and team building sessions.
*  Operational marketing - ad's, fair's, direct mails, etc.
*  Link to Grodan help-desk.
*  Claim handling according to Grodan standard. Must work after NA legal
   practice, however, as far as possible Grodan demands have to be fulfilled.
* "Business management function" responsibility - however can also take orders.
*  Be trained in basics of other Newco product lines - able to promote when
   possible.
* Could initially consist of 4 employees - a manager (Key Accounts), a
  Grodan specialist USA / Mexico, aGrodan specialist Canada and a Pargro
  specialist.
* Direct image building PR campaigns and activities (local level).

As defined in the stockholders agreement for Newco Grodania has the exclusive
right to make certain decisions within Newco.

5. Responsibilities Newco's sales staff:

* Full local geographical sales coverage.
* Be trained as generalists in all product lines (and strategies) of Newco.
* Heavy focus on sales.
* Focus on retail.
* Full area sales responsibility.

6. Newco sales & marketing synergy's and co-operation:

* Joint Marketing & Sales Action Plans - sales call's co-ordination &
  Customer Management programme between all employees.
* Regular joint progress meetings.
* All staff to be able to promote all Newco products and strategies - Systems
  approach by all employees.
* Competitor surveys in co-operation with Grodan Inc.

7. Organisation:

The enclosed chart (to be updated/delivered by Mike) schedules a rough draft
Newco organisation.
All vacancies are according to ADI budgeted in the figures received from ADI.

8. Budget & Plan:

Enclosed ADI balance sheet & income statement as of October 31st 1999 and income
statement 1996-2003 (to be updated/delivered by Mike).
Financial consequences of the organisational changes - incl. 2 advisers more in
substrates, 1 sales person more in BC, set-up of financing/accounting, various
savings and potential extra costs needed for team building and training to be
further evaluated.

                                       13
<PAGE>




B. Grodan Inc.

1. Structure:

For the time being Grodan Inc. will remain a service company - thus avoiding
order processing etc. Orders will thus still be placed directly with Grodania in
DK.

The HQ location to be further evaluated..

2. Responsibilities:

Grodan Inc. will be responsible for:
*  Substratus support and expert advise to Newco and the market.
   High quality technical "grow-how".
*  Digital support & interactive service package - incl. help desk.
*  Training of Newco and customers.
*  Customer service towards Newco and direct customers - being the link to
   Grodania in DK.
*  Sales & marketing responsible for direct customers - CGG &
   Bonita.
*  Strategic marketing - implementation of Grodania strategies (FAB's,
   LCP, branding, customer management, etc.) in co-operation with Newco - and
   within Newco.
*  Co-ordination of marketing plans & campaigns with Newco - in line with global
   Grodania campaigns.
*  Direct image building PR campaigns and activities (global
   level).
*  Competitor surveys in co-operation with Newco.
*  Link to R&D and production, the R&D to be based on NA market requirements.

3. Co-operation with Newco:

*  Grodan Inc. will primarily co-operate with Newco's Substrates division and
   the Intensive Farming division.
*  Overall issues will be dealt with between senior management of Newco and
   Grodania.
*  A "strategic committee for substrates" - will a.o. discuss Newco's
   substrates strategies. Consisting of - the manager of the IFH division in
   Newco, the employees of Newco's substrates division, potentially some
   regional Newco sales managers, the manager of Grodan Inc. and the marketing
   manager of Grodania (who will act as chairman of the committee).






Henrik Frank Nielsen


                                       14

<PAGE>


           Schedule 2: Operation of the Company's Substrates Division

A. Issues with respect to Newco's Substrates Activities to be decided by Grodan.

   1. All general organizational structure issues within the Substrates
      Division.

   2. Substrates marketing strategies such as positioning strategies
(including products & services & FAB's & pricing differences), customer
management principles, customer loyalty definitions and measurements.

   3. Substrates image such as public relations and marketing campaigns,
trademarks, hereunder any decision with respect to the registration of
trademarks, house-style, e.g. labeling, layouts, product presentation etc.

   4. Research and development, production, intellectual property rights
 activities of any kind.

B.  Procedure for obtaining consent with respect to the items listed above.

   1. Issue A.1 would be discussed between the manager of the IFH division and
the manager of Grodan America.

   2. A "strategic committee for substrates" - will take care of issue A.2
to A.4. The committee will consist of - the manager of the IFH division in Newco
(their sales director), the employees of Newco's Substrates Division, regional
Newco sales managers, the manager of Grodan American and the marketing manager
of Grodan. The marketing manager of Grodan acts as chairman of the committee.

   3. If the issues in the opinion of Grodan cannot be resolved in the for
as indicated in 1 and 2, Grodania can at any time request the decision to be
submitted to the Board of Directors in Newco and decided in accordance the
Shareholder's Agreement.


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