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                          OILSEED DEVELOPMENT AGREEMENT


         This Agreement is made and entered into effective as of this 8th
     day of May, 1996, by and between Calgene, Inc. and Monsanto Company.
     Based upon the mutual consideration between the Parties recited below,
     the Parties do hereby agree as follows:

     ARTICLE 1.  BACKGROUND AND PARTIES 

         1.01  Calgene, Inc., ("Calgene") is a Delaware corporation, having
     a principal place of business at 1920 Fifth Street, Davis, California
     95616. 

         1.02  Monsanto Company ("Monsanto") is a Delaware corporation,
     having a principal place of business at 800 North Lindbergh Boulevard,
     St. Louis, Missouri 63167. 

         1.03  Calgene owns certain technology useful in manipulating seed
     oil composition, and other technology applicable to the expression of
     traits in plants which can be used to express genes for oil
     modification, meal modification or the introduction of useful
     agronomic traits into oilseed crops.  

         1.04  Calgene is willing to grant, and Monsanto desires to obtain,
     a license under such Calgene technology to manufacture, have
     manufactured, use and sell oilseed products in accordance with the
     terms and conditions set forth herein.       

         1.05  Monsanto has proprietary rights to certain technology
     applicable to the engineering of plants and in plant expression, as
     well as technology for introducing agronomic traits, which is useful
     in the improvement of oilseeds and in modifying oil composition.   

         1.06  Monsanto is willing to grant, and Calgene desires to obtain,
     a license under such Monsanto technology to manufacture, have
     manufactured, use and sell oilseed products in accordance with the
     terms and conditions set forth herein.

     ARTICLE 2.  DEFINITIONS       

         For the purposes of this Agreement, the following words and
     phrases shall have the following meanings:  

         2.01  "Affiliates" shall mean a Calgene Affiliate or a Monsanto
     Affiliate.     




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         2.02  "Agronomic Genes" shall mean genes encoding for disease
     resistance, herbicide tolerance, cold tolerance, shatter resistance,
     yield improvement, earliness, insect tolerance, drought resistance and
     heat resistance and other genes that reduce the net unit cost of
     production of agricultural crop plants.    

         2.03  "Calgene Affiliate" shall mean any company or other legal
     entity which controls, or is controlled by, or is under common control
     with Calgene, control meaning the holding , directly or indirectly, of
     more than twenty percent (20%) of (i) the capital and/or (ii) the
     voting rights and/or (iii) the right to elect or appoint directors;
     provided, however, that this Paragraph 2.03 shall not include Monsanto
     or any Monsanto Affiliates.        

         2.04  "Calgene Chemical, Inc."  shall mean the wholly owned
     subsidiary of Calgene located at 7247 North Central Park Drive,
     Skokie, IL 60076. 

         2.05  "Calgene Patent Rights"  shall mean the patent applications
     listed in Exhibit D as well as any and all patents maturing from the
     respective applications or maturing from applications that are
     divisionals, continuations, continuations-in-part of these
     applications and any and all reissues or extensions of any of the
     foregoing, and as added from time to time per Paragraph 3.04 herein.       

         2.06  *************************** shall mean each of:  (a)
     ********************* which produce *********** which produces: (i)
     *** which (A) is within the ***************** described in Exhibit B
     hereto for such **** and (B) does not **************************
     ***************************************************************** and
     (ii) *** which is a ***********************************************
     **** of the following *********** from the ***************** of such
     ****: (A) ********************************************************* or
     (B) ********************************************* or (C) *********
     ************************* of any ********* that is *******************
     in the *************************************************; 

     (b) ******************************** described in (a) above; and 

     (c) ******************************** described in (b) above.        

         2.07  ***************************************** shall mean *****
     *********************** that ***************************************
     *********.        






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         2.08  **************************** shall mean each of:  (a)
     ************************************************************** which
     produce: (i) ***** which (A) is within ********************* described
     in Exhibit A hereto for such ****; and (B) does not ******************
     ********************************* from the ***************** of such
     **** and (ii) **** which is a ***************** of the *************
     **** or with one or more of the ********************* from the
     ******************************** (A) *******************************
     ************************** or (B) **********************************
     ********** or (C) ********************************** of any ********
     that is ******************* in the *********************************
     **************** or (D) ********************************************
     the ************************ that are *********************** in the
     *************************** provided that the **********************
     *************************** than the ***** in the ******************
     for the ***** provided, however, that with respect to paragraphs 2.08
     (a) (ii), (A), (B), (C), and (D) above, Monsanto and Calgene shall
     both be ************************************ should ************ have
     ********************************* and should ************************
     be in the interest of both Parties;

     (b) ******************************** described in (a) above; and

     (c) ******************************** described in (b) above.        

         2.09  "Cost of Goods Sold" shall mean a Party's direct and
     indirect costs, which are reasonable and necessary, incurred by
     Monsanto or a Monsanto Affiliate in producing a Licensed Product or
     incurred by the Oils Division in producing all products, as the case
     may be, in accordance with general accepted accounting principles
     consistently applied and with general industry practices, but
     excluding amounts included in Overhead Allocation, Research Expenses
     or Selling, Administration and General Expenses.       

         2.10  "Effective Date" shall mean the date first above written.       

         2.11  ******************************* shall mean each of:  (a)
     ********************* which produce *********** which produce:  (i)
     **** which (A) is within the ***************** described in Exhibit C
     hereto ************* and (B) does not **************************
     ************************* from the ****************************** and
     (ii) **** which is a ******************************** or with one or
     more of the following ************************************** of such
     *****  (A) *********************************************************
     or (B) *********************************************

     (b) ******************************** described in (a) above; and

     (c) ******************************** described in (b) above.   



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         2.12  "Licensed Method" shall mean any method whose use or
     practice would, in the absence of a license, infringe one or more
     claims of a patent application or an unexpired patent included in the
     Calgene Patent Rights or Monsanto Patent Rights, respectively, which
     has not been finally adjudicated to be invalid by a court of competent
     jurisdiction.  

         2.13    "Licensed Products"  shall mean materials, or materials
     produced by a Licensed Method, including but not limited to vectors,
     bacterial cells, plant cells, plants or seeds, in each case containing
     a transgene or otherwise modified by genetic engineering, or products
     of such transgenic materials, plant cells, plants or seeds which in
     the course of their manufacture, use or sale would, in the absence of
     a license, infringe one or more claims of an unexpired patent included
     in the Calgene Patent Rights, which has not been finally adjudicated
     to be invalid by a court of competent jurisdiction.     

         2.14    ************************************ shall mean, through
     ******************** either:  (a) **********************************
     ******************************************* or (b) ********** the
     ********************** which is ************************************
     ******************************************  Any such ***************
     ******************************************************** are
     specifically excluded from this definition.     

         2.15    "Monsanto Affiliate" shall mean any company or other legal
     entity which controls, or is controlled by, or is under common control
     with Monsanto, control meaning the holding, directly or indirectly, of
     more than twenty percent (20%) of (i) the capital and/or (ii) the
     voting rights and/or (iii) the right to elect or appoint directors;
     provided, however, that this Paragraph 2.15 shall not include Calgene
     or any Calgene Affiliates. 

         2.16    "Monsanto Patent Rights"  shall mean the patent
     applications listed in Exhibit E as well as any and all patents
     maturing from the respective applications or maturing from
     applications that are divisionals, continuations, continuations-in-
     part of these applications and any and all reissues or extensions of
     any of the foregoing, and as added from time to time per Paragraph
     3.04 herein.      

         2.17    "Net Profits for Licensed Products"  shall mean, for each
     Licensed Product, (a) the Net Sales of such Licensed Product minus (b)
     with respect to such Licensed Product, the sum of :  (i) Cost of Goods
     Sold; (ii) the Selling, Administration and General Expenses;  (iii)




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     the Overhead Allocation; (iv) interest expenses; and (v) other
     expenses, all determined under generally accepted accounting
     principles consistently applied.   

         2.18    "Net Profits of the Oils Division"  shall mean, for all of
     its products, (a) the Net Sales of such products minus (b) with
     respect to such products, the sum of :  (i) Cost of Goods Sold; (ii)
     the Research Expenses;  (iii) Selling, Administration and General
     Expenses; (iv) the Overhead Allocation; (v) interest expenses; and
     (vi) other expenses, all determined under generally accepted
     accounting principles consistently applied.   

         2.19    "Net Sales" shall mean the gross invoiced sales price
     charged by a Party, its Affiliates and sublicensees for all Licensed
     Products in the case of Monsanto and for all products in the case of
     the Oils Division, after deduction of the following items, provided
     and to the extent such items are incurred and do not exceed reasonable
     and customary amounts in the market in which such sale occurred: (i)
     trade and quantity discounts and rebates; (ii) credits or allowances
     given or made for rejection or return of previously sold Licensed
     Products or products as the case may be; (iii) any tax or government
     charge (other than an income tax or value added tax) levied on the
     sale; and (iv) any charges for freight or insurance.  Net Sales shall
     include all revenues earned by the Oils Division from Third Parties
     which are directly attributable to:  (A) contracted research; or (B)
     royalties and licensing fees.  Other revenues not collected directly
     by Monsanto from seed company licensees and any grower license
     revenues shall not be included within Net Sales.  For example, if
     Monsanto collects grower license fees from a farmer and royalty
     revenues from a seed company, Calgene shall receive the benefit of
     direct profits attributable only from the royalty charged to the seed
     company.  If any gross invoiced sales price of a Licensed Product or a
     product, as the case may be, is not determined on an arm's length
     basis, then such gross invoiced sales price shall, for the purposes of
     this Agreement, be deemed to be  equal to the most recent gross
     invoiced sales price of such Licensed Product or product to a Third
     Party on an arms length basis.       

         2.20    "Oils Division"  shall mean that portion of Calgene's
     business operations having responsibility for research, development
     and/or commercialization of improved oilseed crops or modified oil,
     and/or selling of oilseed, oil or derivative oil products.  Such
     business operations shall include, without limitation, Calgene
     Chemical, Inc.     






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         2.21    "Overhead Allocation"  shall mean the actual costs
     (without markup) reasonably allocated from a Party's corporate
     overhead to the business of Monsanto in making, using or selling
     Licensed Products or to the Oils Division in making, using or selling
     its products, for such expenses as:   (a) facilities; (b) utilities,
     maintenance and depreciation; (c) regulatory services; (d) patent
     filing and prosecution and legal services; (e) royalties on expensed
     technology licenses; (f) human resource services; (g) financial,
     accounting, risk and treasury management services; (h) use of office
     and laboratory space, equipment and supplies at such locations which
     Calgene may maintain from time to time; (i) laboratory supplies and
     procurement services; (j) greenhouse and growth chamber facilities,
     services and supplies; and (k) other services reasonably charged by
     Monsanto or Calgene (including without limitation library services,
     laboratory services, information system and telecommunication
     services). Overhead Allocation shall exclude amounts included in Cost
     of Goods Sold, Research Expenses, or Selling, Administration and
     General Expenses.  

         2.22    "Party"  shall mean Monsanto or Calgene; "Parties" shall
     mean both Monsanto and Calgene. 

         2.23    "Patent Rights"  shall mean the Calgene Patent Rights and
     the Monsanto Patent Rights.    

         2.24    "Research Expenses"  shall mean research and development
     expenses determined in accordance with general accepted accounting
     principles consistently applied and with general industry practices,
     for the development of all of the products of the Oils Division, but
     excluding amounts included in either Overhead Allocation or Cost of
     Goods Sold.   

         2.25    "Selling, Administration and General Expenses"  shall mean
     selling, marketing, administrative and general expenses determined in
     accordance with general accepted accounting principles consistently
     applied and with general industry practices, for the commercialization
     of the Licensed Products for Monsanto and of all of the products of
     the Oils Division, but excluding amounts included in either Overhead
     Allocation or Cost of Goods Sold.  

         2.26    *************************** shall mean *******************
     **** that are ********************************************************
     ******* and which have been ************************************ of a
     *************************************************************** from
     *********** that are ***********************************************
     ***********  provided, however, that Monsanto and Calgene shall both
     *************************************** should either Party have a



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     ******************************* and should *************************
     in the interest of both Parties.   *********************************
     ******************* are specifically excluded from this definition.

         2.27    ************************************ shall be **********
     that has the composition of Exhibit C and that has a ***************
     ********************************************************************
     *******************************************        

         2.28    ***************************************** shall mean ****
     ************************ that contain *******************************
     *****   

         2.29    "Technical Information" shall mean all trade secrets,
     know-how, knowledge, technology, means, methods, processes, practices,
     formulas, techniques, procedures, technical assistance, data,
     specifications, biological materials and other valuable information
     and materials of whatever nature, whether confidential or not, and
     whether proprietary or not, which is now in (or hereafter during the
     term of this Agreement comes into) the possession of the licensing
     Party and which is relevant to the development of any Licensed Product
     or products of the Oils Division, as the case may be.  

         2.30    Third Party shall mean any person, corporation or other
     business entity other than Calgene, Monsanto and their respective
     Affiliates. 

         2.31    "Valid Claim" means a claim of any unexpired patent or
     patent application in any country in the world, which shall not have
     been withdrawn, canceled or disclaimed, nor held invalid by a court of
     competent jurisdiction in an unappealed or unappealable decision.  

     ARTICLE 3.  RIGHTS & OBLIGATIONS    

         3.01    Grant to Monsanto.  Subject to the terms and conditions of
     this Agreement, Calgene grants to Monsanto during the term of this
     Agreement:  (a)  a worldwide, **********************************
     ****************************************************************
     ****************************************************************
     ************ royalty bearing (in accordance with Paragraph 4.02)
     license to make, have made, use and sell **************************
     using Calgene Patent Rights, with rights to sublicense pursuant to
     Paragraph 3.01(e); 

     (b) a worldwide, ************* royalty bearing (in accordance with
     Paragraph 4.02) license to make, have made, use and sell (i) any
     ************************* and (ii) subject to Calgene obtaining



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     *******************************************************************
     ****************************** so long as the products described in
     (i) and (ii) ****************************************** using Calgene
     Patent Rights, with rights to sublicense pursuant to Paragraph
     3.01(e); 

     (c) a worldwide, ************ with Calgene *******************
     **************************************************************
     **************************************************************
     ************ royalty bearing (in accordance with Paragraph 4.02)
     license to make, have made, use and sell (i) *****************
     and (ii) subject to Calgene obtaining ************************
     **************************************************************
     so long as the products described in (i) and (ii) ************
     *********************** using Calgene Patent Rights, with rights to
     sublicense pursuant to Paragraph 3.01(e); and 

     (d) a worldwide, ************* royalty free license, with no right to
     sublicense, to make, have made and use, for research purposes only,
     oilseed products other than *************************************
     *********************************************************** using
     Calgene Patent Rights; 

     (e) For **********************************************************
     ************ the limited right to sublicense only transgenic plant
     germplasm produced by Monsanto (with the right to develop, use and
     sell new varieties and/or hybrids produced therefrom by traditional
     plant breeding) containing genes developed or in-licensed by Monsanto
     to any Third Party or any Monsanto Affiliate, provided that Monsanto
     shall not be permitted to in-license or otherwise acquire a gene from
     a Third Party and ************ license to that Third Party or an
     affiliate of that Third Party transgenic plant germplasm containing
     said gene falling within the scope of the Licensed Patents, and
     provided further that Monsanto shall provide notice of such sublicense
     to Calgene within a reasonable period before entering into such
     sublicense with a Third Party.    

         3.02  Grant to Calgene. Subject to the terms and conditions of
     this Agreement, Monsanto grants to Calgene during the term of this
     Agreement:  (a) a worldwide, *************************************
     ******************************************************************
     ******************************************************************
     *************** and (ii) other agreements or options which are not
     limited as to field of use and which are signed as of the effective
     date hereof), royalty bearing (in accordance with Paragraph 4.03)
     license to make, have made, use and sell *************************
     *************************************** using Monsanto Patent Rights,
     with rights to sublicense pursuant to Paragraph 3.02(d); 



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     (b) a worldwide, ************** royalty bearing (in accordance with
     Paragraph 4.03) license to make, have made, use and sell **********
     ********************************************************** using
     Monsanto Patent Rights, without the right to sublicense (unless such
     sublicense was granted before such product became a ****************
     *************************************************** 

     (c) a worldwide, ************* royalty bearing (in accordance with
     Paragraph 4.03) license, with no right to sublicense, to make, have
     made and use, for research purposes only, oilseed products other than
     *******************************************************************
     *******************************************************************
     using Monsanto Patent Rights; 

     (d) for ************************************************************
     ********* the limited right to sublicense only transgenic plant
     germplasm produced by Calgene (with the right to develop, use and sell
     new varieties and/or hybrids produced therefrom by traditional plant
     breeding) containing genes developed or in-licensed by Calgene to any
     Third Party or Calgene Affiliate, provided that Calgene shall not be
     permitted to in-license or otherwise acquire a gene from a Third Party
     and *********** license to that Third Party or affiliate of that Third
     Party transgenic plant germplasm containing said gene falling within
     the scope of the Licensed Patents, and provided further that Calgene
     shall provide notice of such sublicense to Monsanto within a
     reasonable period before entering into such sublicense with a Third
     Party;

     (e) Any licenses granted herein and any sublicensees granted a
     sublicense under Paragraph 3.02 to any **************** shall be
     required by Calgene to *********************************************
     *********************************** including but not limited to
     ****************************************************************
     ****************************************************************
     ******************* covering such **************** and

     (f) No license is granted herein to commercialize an ************** in
     any country in which *********************************** said
     ***************    

         3.03  ************************************  With respect to the
     rights granted under Paragraph 3.01 (c), Calgene shall not grant any
     additional licenses or sublicenses to Third Parties under Calgene
     Patent Rights for *********************************************
     *********************** that ***********************************





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         3.04  Other Rights and Obligations  (a) Calgene and Monsanto shall
     consult from time to time regarding Monsanto and Calgene technology,
     patents and patent applications, which shall be *******************
     ****** on the following basis: (i) US patents or applications and
     their foreign counterparts shall be *******************************
     ********* shall include *******************************************
     ****** (to the extent that such technology can be ***********), that
     are applicable to the development of ***************************
     *********************************************************************
     and (ii) US patents or applications and their foreign counterparts
     shall be ************************************* and shall include
     *************************************************** (to the extent
     that such technology can be ***********), that are applicable to the
     development of ***************************************************
     ******************************************************************
     *****************

     (b) With respect to the research rights granted under Paragraphs 3.01
     (d) and 3.02 (c), each Party agrees to consider granting licenses
     covering additional products in the event that the other Party
     develops a commercially useful application; 

     (c) Each Party grants to the other Party a ************* right during
     the term of this Agreement to use the Technical Information in
     connection with such Party's exercise of its rights and licenses
     granted hereunder. If a Party reasonably requests, the other Party
     shall provide to the requesting Party free of charge (other than
     reimbursement for reasonable out-of-pocket costs) all of the Technical
     Information.       

         3.05    No Other Rights.  Except as expressly provided herein, no
     other license, right or license is granted by this Agreement (by
     implication or otherwise) by either Party to the other Party to any
     other patent rights.

     ARTICLE 4.  CONSIDERATION, PAYMENTS & RECORDS      

         4.01  Monsanto Fees.  Except as provided for in Paragraph 10.13,
     in consideration for the licenses to Calgene Patent Rights granted
     hereunder, Monsanto shall pay to Calgene the following: (a)  a $7
     million, non-refundable licensing fee for licenses under Calgene
     Patent Rights granted under this Agreement, due upon signing of this
     agreement; (b)  a $10 million funded research and development payment
     to further the development of plant expression or oil modification
     technologies which may be added to Exhibit D under Paragraph 3.04, due
     upon signing of this agreement, such payment to be used by Calgene to
     fund research and development during the 3 year period beginning from



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     the effective date of this Agreement; and (c)  for any lump-sum
     license fee received on sublicenses granted by Monsanto under
     Paragraph 3.01(e) of this Agreement, **** of any such fees to Calgene
     at the time the fees are collected.

         4.02  Monsanto Royalties Due. (a) Except as provided for in
     Paragraph 10.13, in further consideration for the licenses to Calgene
     Patent Rights granted hereunder, Monsanto shall pay to Calgene a
     royalty equal to **** of the Net Profits for each Licensed Product
     calculated for such Licensed Product sold by Monsanto and Monsanto
     Affiliates; provided, however, that (i) Monsanto shall use reasonable
     efforts to obtain information as to Net Profits for each Licensed
     Product sold by Monsanto Affiliates, but Calgene recognizes that, for
     some Monsanto Affiliates, such information will not be available to
     Monsanto; and (ii) where such information is not available, Calgene
     and Monsanto shall negotiate in good faith on an alternative
     methodology to determine the compensation due to Calgene on such Net
     Profits; 

     (b) Except as provided for in Paragraph 10.13, for Net Sales of
     Licensed Products by sublicensees of Monsanto or a Monsanto Affiliate,
     further consideration for the licenses to Calgene Patent Rights
     granted hereunder shall be paid to Calgene based on the greater of:
     (i) **** of any net license fees, royalties or other income received
     by Monsanto or a Monsanto Affiliate resulting from Third Party sales
     of Commodity Oilseed  Products, Commodity Canola Products and
     Commodity High Stearate Canola Products that utilize Calgene Patent
     Rights under sublicenses granted by Monsanto or a Monsanto Affiliate.
     In no event will the definition of Net Profits of Licensed Products
     include items in this subparagraph; (ii) either:  (A) **** of net
     sales of such sublicensees, provided that Monsanto's direct grower
     license revenues (or other revenues not collected from seed company
     licensees) are at least **** of such net sales; or (B) **** of
     Monsanto's direct grower license revenues (or other revenues not
     collected from seed company licensees) in the event that such revenues
     are less than **** of such net sales. In no event will the definition
     of Net Profits of Licensed Products include items in this
     subparagraph;

     (c) Earned royalties shall accrue to Calgene, subject to the
     provisions of Paragraph 4.06, when Licensed Products are invoiced, or
     if not invoiced, when delivered to a Third Party;

     (d) If a Licensed Product and several other items are sold and
     invoiced together, the discount on such sale shall be computed as a
     fraction, the numerator of which is the gross invoiced sales price of
     such Licensed Product and items as a bundle and the denominator of
     which is the sum of the then-current list prices of Monsanto, the



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     Monsanto Affiliate or their respective sublicensee, as the case may
     be, for such Licensed Product and items.  Upon the invoicing or
     delivery of such bundle, the gross invoiced sales price for such
     Licensed Product shall be deemed to be:  (i) the then-current list
     price of  Monsanto, the Monsanto Affiliate or their respective
     sublicensee, as the case may be, for such Licensed Product; multiplied
     by (ii) the discount, as computed above.       

         4.03    Calgene Royalties Due.   In consideration for paying to
     Calgene the amount described in Paragraph 4.01(b) above, the licenses
     of Paragraph 3.02 and sharing Technical Information as provided in
     Paragraph 3.04(c), Calgene shall pay to Monsanto **** of the positive
     Net Profits of the Oils Division.  If the Oils Division acquires new
     business operations, facilities,  technologies and/or license rights
     after the Effective Date, then Monsanto shall have the option either:
     (i) to contribute **** of the amounts paid by the Oils Division for
     such acquisition; or (ii) to not contribute any such amount, in which
     case Monsanto's **** share of the positive Net Profits of the Oils
     Division shall be reduced accordingly.     

         4.04    First Commercial Sale.  (a) Monsanto shall promptly advise
     Calgene in writing of the first commercial sale of Licensed Products
     in each country. (b) The earned royalties described in Paragraph 4.02
     shall be deemed to be payable for Licensed Products invoiced or
     delivered in each country of the world so long as the Calgene Patent
     Rights covering such Licensed Products have not expired or have not
     been declared invalid in such country.     

         4.05    Royalty Reports (a)  Beginning December 31, 1996, and
     annually thereafter, Monsanto shall submit to Calgene a progress
     report covering the activities related to the development and testing
     of all Licensed Products and the obtaining of the governmental
     approvals necessary for marketing them.  These progress reports shall
     be made for each Licensed Product until the first commercial sale of
     that Licensed Product occurs in the United States.(b) After the first
     commercial sale of a Licensed Product anywhere in the world, Monsanto
     will make annual royalty reports to Calgene on or before February 28th
     of each year.  Each such royalty report will cover the most recently
     completed calendar year and will show:  (i) the gross sales and Net
     Profits for each Licensed Product; (ii) the number of each type of
     Licensed Product sold; (iii) the royalties, in U.S. dollars, payable
     hereunder with respect to such sales; (iv) the method used to
     calculate the royalty; and (v) the exchange rates used.(c) For each
     calendar year (commencing with calendar year 1997), Calgene will make
     annual reports to Monsanto on or before February 28th following each
     such year.  Each such  report will cover the most recently completed
     calendar year and will show:  (i) the gross sales and Net Profits of



                                        -12-
<PAGE>








     the Oils Division; (ii) the number of each type of product sold by the
     Oils Division; (iii) the payments, in U.S. dollars, payable hereunder
     with respect to such sales; (iv) the method used to calculate the
     payments; and (v) the exchange rates used. (d)     If no sales have
     been made during any calendar year, a statement to this effect shall
     be required.      

         4.06    Manner of Payment  (a)  Concurrent with the submission of
     reports pursuant to Paragraph 4.05, Monsanto shall make the earned
     royalty payments then due and Calgene shall make the payments then due
     pursuant to Paragraph 4.03.  All payments hereunder shall be made by
     deposit of United States Dollars in the requisite amount to such bank
     account in the United States as the receiving Party may from time to
     time designate by notice to the other. As to the royalty payments
     payable to Calgene, amounts shall first be calculated in the currency
     in which the sale of a Licensed Product took place and then converted
     to U.S. Dollars at the closing buying rate for the last business day
     of the calendar year for which such payment is due, as set by Chase
     Manhattan Bank of New York. Payments shall be without set off and free
     and clear of any taxes, duties, fees or charges other than withholding
     taxes, if any.(b) If at any time legal restrictions prevent the prompt
     remittance of part or all royalties by Monsanto with respect to any
     country where a Licensed Product is sold, Monsanto shall have the
     right and option to make such payments by depositing the amount
     thereof in local currency to Calgene's account in a bank or other
     depository in such country.  If, after one year, these legal
     restrictions still exist, Monsanto shall pay the royalties owed to
     Calgene in interest from its source of funds in the U.S.   

         4.07    No Non-Monetary Consideration for Sales.  Neither Party
     shall accept or solicit any non-monetary consideration in the sale of
     any Licensed Product or products, other than as would be reflected in
     the calculation of Net Sales.  The use by a Party of commercially
     reasonable amounts of Licensed Products or products for promotional
     sampling shall not violate this prohibition.  

         4.08    Records Retention. (a) Monsanto agrees to keep, and shall
     cause Monsanto Affiliates and sublicensees to keep, records showing
     all Licensed Products manufactured, used and/or sold and licensing of
     all Licensed Products in sufficient detail to permit Calgene to
     confirm the accuracy of Monsanto's earned royalty calculations.
     Calgene agrees to keep, and shall cause Calgene Affiliates and
     sublicensees to keep, records showing all products manufactured, used
     and/or sold by the Oils Division and licensing of all products by the
     Oils Division in sufficient detail to permit Monsanto to confirm the
     accuracy of Calgene's payment calculations.  All determinations
     related to royalties and payments due under this Agreement shall be



                                        -13-
<PAGE>








     made in accordance with generally accepted accounting principles as is
     normal industry practice. (b)  At the request of a Party, the other
     Party shall permit an independent, certified public accountant
     appointed by the requesting Party and reasonably acceptable to such
     other Party to examine, upon reasonable notice, and at reasonably
     times, records solely to the extent necessary to verify the other
     Party's calculations.  Such records shall be kept and examination
     thereof shall be limited to a period of time no more than two (2)
     calendar years.(c) Prompt adjustment shall be made by the Parties to
     reflect the results of any such audit.  The audit of a Party's records
     shall be at the auditing Party's expense provided that if a net
     aggregate discrepancy in the audited Party's favor of more than five
     percent (5%) is found, then the audited Party shall be obligated to
     reimburse the auditing Party for the cost of the audit.  (d)  The
     Parties agree that any dispute arising from an audit of a Party's
     records and which can not be resolved by the Parties shall be subject
     to the following arbitration procedure;  (i) the Parties shall first
     have their respective CEO's meet to review the issues raised by the
     audit, provided that, in the event that Monsanto has acquired a
     majority of the outstanding Calgene stock, an independent director of
     the Calgene board shall stand in for the Calgene CEO in such audit
     review; and (ii) should the procedure in 4.08(d)(i) fail to resolve
     the dispute, the parties shall appoint an outside arbitrator which is
     acceptable to both parties, with authority to resolve the dispute. 

         4.09    Late Payment.  Notwithstanding any other remedy available
     to either Party under the provisions of this Agreement, if any sum of
     money owned to a Party hereunder is not paid when due, the unpaid
     amount shall bear interest at the lesser of:  (a) a rate of 10% per
     annum or (b) maximum interest rate under applicable law, calculated
     from the date payment was due until actually received by such Party.  

         4.10    Licensed Patent Rights Challenge.  If the validity of a
     patent claim of the Calgene Patent Rights is adjudicated and found to
     be invalid by judgment of decree which becomes not further reviewable
     though the exhaustion of all permissible applications for rehearing or
     review by a superior tribunal, or through expiration of the time
     permitted for such applications (hereinafter referred to as an
     "irrevocable judgment"), then Monsanto shall be relieved from payment
     of royalties which shall accrue after the date of such irrevocable
     judgment which royalties would have been required to be paid to the
     other Party pursuant to this Agreement, solely as a result of such
     claim.







                                        -14-
<PAGE>








     ARTICLE 5.  REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION     

         5.01    Representations and Warranties.  (a) Calgene represents
     and warrants that:  (i) it has the right to grant the licenses
     described herein;  (ii) it has not previously granted (except for
     agreements with Third Parties described in Paragraph 3.01(a)), and
     will not grant to any Third Party during the term of this Agreement,
     any rights and licenses under the Calgene Patent Rights that are
     inconsistent with the rights granted to Monsanto herein; and (iii) it
     has full power, right and authority to enter into and carry out its
     obligations under this Agreement;

     (b) Monsanto represents and warrants that:  (i) it has the right to
     grant the licenses described herein; (ii) it has not previously
     granted (except for agreements with Third Parties described in
     Paragraph 3.01(b)), and will not grant to any Third Party during the
     term of this Agreement, any rights and licenses under the Monsanto
     Patent Rights that are inconsistent with the rights granted to Calgene
     herein; and (iii) it has full power, right and authority to enter into
     and carry out its obligations under this Agreement;

     (c) The Parties, upon execution of this Agreement, shall diligently
     proceed with their respective development, manufacture and sale of
     Licensed Products or products, as the case may be, and shall earnestly
     and diligently endeavor to market the same within a reasonable time
     after execution of this Agreement and in quantities sufficient to meet
     the market demands therefore; and

     (d) The Parties and their respective Affiliates and sublicensees shall
     respectively endeavor to obtain all necessary government approval for
     the manufacture, use and sale of Licensed Products or products that a
     Party or its respective sublicensees plan to sell.

         5.02    No Warranties. EXCEPT FOR THE EXPRESS WARRANTIES IN
     PARAGRAPH 5.01, NEITHER PARTY MAKES ANY WARRANTIES TO THE OTHER
     REGARDING THE PATENT RIGHTS (INCLUDING, WITHOUT LIMITATION, THE
     VALIDITY OR SCOPE OF THE PATENT RIGHTS) OR THE LICENSED PRODUCTS OR
     PRODUCT  (INCLUDING, WITHOUT LIMITATION, THE NONINFRINGEMENT OF THE
     LICENSED PRODUCTS OR PRODUCTS ON THIRD PARTY PATENT RIGHTS) OR
     OTHERWISE, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW.

         5.03    Indemnification. (a) Except to the extent caused by the
     other Party's gross negligence or willful misconduct, each Party (the
     "Indemnifying Party's ) shall defend and indemnify against, and hold
     the other Party (the "indemnitee") and its employees, directors,
     officers and agents harmless from, any loss, cost, liability or
     expense (including court costs and reasonable fees of attorneys and



                                        -15-
<PAGE>








     other professionals) incurred from a claim (other than a claim of
     infringement of a patent right) arising or alleged to arise out of the
     manufacture, use, distribution or sale of, where Monsanto is the
     indemnifying Party, any Licensed Product by Monsanto or any Monsanto
     Affiliate or sublicensee of Monsanto, and where Calgene is the
     indemnifying Party, any product by the Oils Division or any
     sublicensee of the Oils Division; provided, however, that (i) the
     indemnifying Party shall have sole control of such defense, and (ii)
     the indemnitee shall provide notice promptly to the indemnifying Party
     of any actual or threatened claim of which the indemnitee becomes
     aware.(b) Calgene indemnifies Monsanto and holds Monsanto harmless for
     and against any claims arising out of a breach of the representation
     and warranty made in Paragraph 5.01(a).(c) Monsanto indemnifies
     Calgene and holds Calgene harmless for and against any claims arising
     out of a breach of the representation and warranty made in Paragraph
     5.01(b).

     ARTICLE 6.  CONFIDENTIALITY 

         6.01  Confidential Information.  It is anticipated that it will be
     necessary, in connection with their obligations under this Agreement,
     for Monsanto and Calgene to disclose to each other confidential
     propriety business and/or technical information ("Confidential
     Information") relating to their respective business, products and
     technologies.  The Confidential Information shall include information
     disclosed in writing or other tangible form, including electronic
     transmissions and samples of materials.  If disclosed orally, the
     Confidential Information shall be summarized in written form within
     thirty (30) days by the disclosing Party and a copy provided to the
     recipient.         

         6.02    Confidentiality and Limited Use.(a) With respect to all
     Confidential Information, both Monsanto and Calgene agree as follows,
     it being understood that "recipient" indicates the Party receiving the
     Confidential Information from the other "disclosing" Party.
     Confidential Information disclosed to the recipient shall remain the
     property of the disclosing Party and shall be maintained in confidence
     by the recipient and shall not be disclosed to third parties by the
     recipient and, further, shall not be used by the recipient except for
     purposes contemplated in this Agreement.  All confidentiality  and
     limited use obligations with respect to the Confidential Information
     shall terminate ten (10) years after the disclosure of such
     Confidential Information.(b) Notwithstanding any provision to the
     contrary, a Party may disclose Confidential Information of the other:
     (i) in connection with the order of a court or other governmental body
     or as required by or in compliance with laws or regulations; (ii) in
     confidence, to attorneys, accountants, banks and financing sources and



                                        -16-
<PAGE>








     their advisors; or (iii) in confidence, in connection with a proposed
     sublicense, merger or acquisition, or the like, so long as, in each
     case, the entity to which disclosure is made binds itself to
     confidentiality on terms consistent with those set forth herein, in an
     agreement in which the Party whose Confidential Information is to be
     disclosed is expressly named as a third party beneficiary.     

         6.03    Exceptions.  The obligations of confidentiality and
     limited use shall not apply to any of the Confidential Information
     which:   (a) is publicly available by publication or other documented
     means or later becomes likewise publicly available through no act or
     fault of recipient; or (b) is already known to recipient before
     receipt from the disclosing Party, as demonstrated by recipient's
     written records; or (c) is made known to recipient by a third party
     who did not breach confidentiality obligations to the disclosing Party
     and which third party does not obligate recipient to hold it in
     confidence.Specific information should not be deemed to be within any
     of these exclusions merely because it is embraced by more general
     information falling within these exclusions. 

         6.04    Disclosures to Personnel.  Recipient agrees to advise
     those of its officers, directors, stockholders, employees, associates,
     agents, consultants, Affiliates, and sublicensees who become aware of
     the Confidential Information, of these confidentiality and limited use
     obligations and agrees, prior to any disclosure of Confidential
     Information  to such individuals or entities, to make them bound (by
     written agreement or otherwise) by obligations of confidentiality and
     limited use of the same stringency as those contained in this
     Agreement.  

         6.05    Confidential Status of Agreement.  The terms of this
     Agreement including the royalty rate shall be deemed to be
     Confidential Information and shall be dealt with according to the
     confidentiality requirements of this Article 6.  Both Parties agree
     furthermore, that neither Party will make public disclosures
     concerning other specific terms of this Agreement without obtaining
     the prior written consent of the other Party, which consent shall not
     be unreasonably withheld, except to the extent required by law or
     regulation.

     ARTICLE 7.  PATENT PROSECUTION, ENFORCEMENT AND INFRINGEMENT  

         7.01    Patent Prosecution.  (a) Calgene shall have the exclusive
     right to apply for and seek issuance of, maintain or abandon any or
     all of the Calgene Patent Rights; (b)  Monsanto shall have the
     exclusive right to apply for and seek issuance of, maintain or abandon
     any or all of the Monsanto Patent Rights.  



                                        -17-
<PAGE>








         7.02    Patent Enforcement. (a) Calgene and Monsanto shall each
     give prompt notice to the other of any infringement of the Patent
     Rights which may come to its attention; b) The Party holding such
     Patent Rights shall have the exclusive right (but not the obligation)
     to institute and conduct legal action against Third Party infringers
     of a Patent Right, and to enter into such settlement agreements as it
     may deem appropriate.  The Party holding such Patent Rights shall
     receive the full benefits of any action it takes pursuant to this
     Paragraph 7.02; (c) If the infringing activities of the Third Party
     result in a material adverse effect on the business of a Party
     relating to Licensed Products and at the end of 180 days from the
     receipt of notice by such Party of such infringement, the Third Party
     is both unlicensed under the Patent Rights and is engaging in
     activities which are an infringement of the Patent Rights, and the
     Party which owns and/or controls the involved Patent Rights has not
     brought a suit, action or other proceeding for infringement against
     such Third Party, then:  (i) when such affected Party is Monsanto, it
     shall be excused from paying the earned royalty otherwise due
     hereunder with respect to revenues derived from sales of Licensed
     Products in the geographic area where the competitive infringing
     activity occurs; and (ii) when such affected Party is Calgene, Calgene
     shall be entitled to make a reduction (which is reasonable under the
     circumstances) in the earned royalty otherwise due on the Net Profits
     of the Oils Division to reflect the impact on sales of its products in
     the geographic area where the competitive infringing activity occurs.
     Such excuse or reduction, as the case may be, from payment shall arise
     only as to sales of the affected Licensed Products in the geographic
     area in which the infringing products are sold and shall continue only
     for so long as the infringing products continue to be infringing and
     to so compete with the Licensed Products; (d) Neither Party shall have
     the right (by operation of law or otherwise) to enforce any Patent
     Right (owned and/or controlled by the other Party) licensed hereunder
     against any alleged infringer.     

         7.03    Infringement.  In the event of any claim or suit against
     Calgene or Monsanto for infringement of any intellectual property
     right of any Third Party as the result of the manufacture, use or sale
     of the Licensed Products or products by a Party or distributors,
     agents or customers of such Party, the Parties shall cooperate in good
     faith in determining how to respond to such claim or suit.

     ARTICLE 8.  TERM    

         8.01    Term.  The term of this Agreement shall commence on the
     Effective Date and, shall continue for fifteen (15) years, which term
     is automatically extended until the expiration of any patent listed on
     Exhibits D and E hereto.   



                                        -18-
<PAGE>








         8.02    No Right to Terminate for Breach.  In the event of a
     breach or default of any of the provisions hereof by either Party, the
     non-breaching non-defaulting Party may seek to recover monetary
     damages against the breaching or defaulting Party (after giving such
     Party written notice and a reasonable opportunity to cure) or to seek
     specific performance, injunctive or other equitable relief, other than
     termination of this Agreement.  The non-breaching non-defaulting Party
     shall not have the right to terminate this Agreement.  

     ARTICLE 9.  PATENT MARKING/USE OF NAMES/TRADEMARKS  

         9.01    The Parties agree to mark all Licensed Products and
     products, as the case may be, made, used or sold under the terms of
     this Agreement, or their containers, in accordance with the applicable
     patent marking laws.     

         9.02    Nothing contained in this Agreement shall be construed as
     conferring any right to use in advertising, publicity, or other
     promotional activities any name, trade name, trademark, service mark
     or other designation of either Party hereto (including contraction,
     abbreviation or simulation of any of the foregoing). 

     ARTICLE 10.  GENERAL PROVISIONS

         10.01   Notices.  All notices and other communications required or
     permitted under this Agreement shall be deemed to be properly given
     when in writing and sent by registered or certified mail, postage
     prepaid or by reputable courier service or by telefax with receipt
     confirmation, to the other Party at the address set forth below, or at
     such other address as either Party may be in writing designate from
     time to time for these purposes.

     If to CALGENE:     Calgene, Inc.
                        1920 Fifth Street, Davis, CA 95616 
                        Attention:  Roger Salquist, Chief Executive Officer

               Copy to: Calgene, Inc., 1920 Fifth Street, Davis, CA  95616
                        Attention:  Lloyd Kunimoto, Vice President

     If to MONSANTO:    Monsanto Company
                        700 Chesterfield Parkway North, St. Louis, MO 63198
                        Attention: President

     Ceregen Copy to:   Monsanto Company, 800 North Lindbergh Blvd.,
                        St. Louis, MO 63167
                        Attention:  Group Patent Counsel 
                        The Agricultural Group  



                                        -19-
<PAGE>








         10.02   Assignability.  The rights and obligations acquired herein
     by either Party are not assignable in whole or in part (by operation
     of law or otherwise) to any Third Party or to an Affiliate without the
     prior written consent of the other Party.  Upon prior written consent
     of the other Party, which consent shall not be unreasonably withheld,
     a Party may assign the applicable rights acquired under this Agreement
     in whole or in part as part of the sale or transfer of all or
     substantially all of a business to which this Agreement pertains to a
     successor or assign, provided that the successor/assign shall agree in
     writing to be bound by the terms, conditions and obligations of this
     Agreement.  Any transfer, assignment or delegation made or attempted
     in violation of this Paragraph 10.02 shall be void and of no effect.     


         10.03   Entire Agreement; Amendments; Waiver.  This Agreement
     constitutes the full understanding of the Parties,  and supersedes any
     and all prior agreements as they may relate to licenses granted
     herein, with the exception that for sales of Glyphosate tolerant
     products by Monsanto the agreements between the Parties regarding
     Glyphosate tolerant genes, dated December 20, 1994, (Settlement
     Agreement ) and transgenic technologies, dated April 22, 1993,
     (Transgenic Plants Agreement ) shall be treated in accordance with
     paragraph 10.13 (b) hereto.  Except as otherwise specifically provided
     in this Agreement, no conditions, understanding or agreement
     purporting to modify, vary, explain or supplement the terms or
     conditions of this Agreement shall be binding unless hereafter made in
     writing and signed by the Party to be bound and no modification shall
     be effected by the acknowledgment or acceptance of documents
     containing terms or conditions at variance with or in addition to
     those set forth in this Agreement.  No waiver by any Party with
     respect to any breach or default or of any right or remedy and no
     course of dealing or performance, shall be deemed to constitute a
     continuing waiver of any other breach or default or of any right or
     remedy, unless such waiver be expressed in writing signed by the Party
     to be bound.  Failure of a Party to exercise any right shall not be
     deemed a waiver of such right or rights in the future.      

         10.04   Severability.  In case any one or more of the provisions
     contained in this Agreement shall for any reason be held invalid,
     illegal or unenforceable in any respect, such invalidity, illegality
     or unenforceability shall not affect any other provisions hereof, but
     this Agreement shall be construed as if such invalid or illegal or
     unenforceable provisions had never been contained herein.      

         10.05   Counterparts.  This Agreement may be executed in any
     number of counterparts, each of which shall be an original with the
     same effect as if the signatures thereto and hereto were upon the same
     instrument.     



                                        -20-
<PAGE>








         10.06   Headings.  Headings as to the contents of particular
     Articles and Paragraphs are for convenience only and are in no way to
     be construed as part of this Agreement or as a limitation of the scope
     of the particular Articles and Paragraphs to which they refer.     

         10.07   Agreement References.  All paragraphs and subparagraphs
     referred to herein are paragraphs and subparagraphs of this Agreement.  

         10.08   Exhibits.  The appended Exhibits form an integral part of
     this Agreement.       

         10.09   Choice of Law. IT IS THE INTENTION OF THE PARTIES HERETO
     THAT ALL QUESTIONS WITH RESPECT TO THE CONSTRUCTION OF THIS AGREEMENT
     AND THE RIGHTS AND LIABILITIES OF THE PARTIES HERETO SHALL BE
     DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
     APPLICABLE TO BUSINESS ARRANGEMENTS ENTERED INTO AND PERFORMED
     ENTIRELY WITHIN THE STATE OF NEW YORK.      

         10.10  Export Control.  Notwithstanding any other provisions of
     this Agreement, each Party agrees to make no disclosure or use of any
     information or technology of the other Party furnished or made known
     to such Party pursuant to this Agreement, except in compliance with
     the laws and regulations promulgated by the Office of Export
     Administration, International Trade Administration, United States
     Department of Commerce; and in particular, the Parties agree not to
     export, directly or indirectly, either: (a) the technical data or
     technical information furnished or made known to either Party by the
     other pursuant to this Agreement; or (b) the "direct product" thereof
     or (c) any commodity produced using such technical data to any country
     or countries unless a general or validated license is first obtained
     pursuant to the Export Administration Regulations.  The term "direct
     product", as used above, is defined to mean the immediate product
     (including process and services) produced directly by the use of the
     technical data. 

         10.11  Force Majeure (a) Except for payments of money, neither of
     the Parties shall be liable for any default or delay in performance of
     any obligation under this Agreement caused by any of the following:
     Act of God, war, riot, fire, explosion, accident, flood, sabotage,
     compliance with governmental requests, laws, regulations, orders or
     actions, national defense requirements or any other event beyond the
     reasonable control of such part; or labor trouble, strike, lockout or
     injunction (provided that neither of the Parties shall be required to
     settle a labor dispute against its own best judgment);(b) The Party
     invoking this Paragraph 10.11 shall give the other Party notice and
     full particulars of each force majeure event by telephone, telegram,
     telex or telecopier as soon as possible after the occurrences of the



                                        -21-
<PAGE>








     cause upon which said Party is relying.  Telephone, telegram, telex
     and telecopier notices shall be confirmed in writing by the sending
     Party within 5 days.    

         10.12  Negation of Agency.  It is agreed and understood by the
     Parties hereto that each of Monsanto and Calgene, in its performance
     of its obligations and responsibilities under this Agreement, is an
     independent contractor and that nothing herein contained shall be
     deemed to create an agency, partnership, joint venture or like
     relationships between the Parties.  The manner in which each of
     Monsanto and Calgene carry out its performance under this Agreement is
     within each of Monsanto's and Calgene's sole discretion and control.    

         10.13   Existing Agreements.    Subject to the provisions of this
     paragraph, to the extent that rights provided under existing
     agreements between the Parties are not in conflict with this
     Agreement, this Agreement shall not terminate rights under such
     existing agreements.(a)  For any Licensed Product, other than sales of
     Glyphosate tolerant canola by Monsanto, if a Party  would have an
     obligation to pay royalties to the other Party  both under this
     Agreement and under a prior agreement between the parties, the payment
     due the other Party shall be determined only under this Agreement.(b)
     Royalties and fees for a Glyphosate tolerant canola Licensed Product
     produced by Monsanto shall be determined as follows:(i)  if all
     necessary Calgene Patent Rights utilized by Monsanto in conferring
     glyphosate tolerance to such Licensed Product is covered by the
     Settlement Agreement and/or the Transgenic Plants Agreement, the
     royalties payable to Calgene shall be determined pursuant to such
     Settlement Agreement and/or Transgenic Plants Agreement, as the case
     may be;(ii)  if such Licensed Product incorporates a Calgene Patent
     Right for any purpose other than conferring glyphosate tolerance to
     such Licensed Product the royalties payable to Calgene shall be
     determined pursuant to this Agreement.For example: if Monsanto sells
     glyphosate tolerant genetically transformed canola with a non-
     genetically engineered oil composition the royalties would be those
     called for in the Transgenic Plants Agreement;  if Monsanto sells
     Glyphosate tolerant canola which also produces an oil which has been
     modified using Calgene Technology licensed under this agreement, the
     royalty payable to Calgene for such Licensed Product shall be
     determined pursuant to this Agreement.      










                                        -22-
<PAGE>









     IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
     executed by their respective duly authorized officers as of the day
     and year first above written.  

     CALGENE, INC.                      MONSANTO COMPANY

     By: /s/Roger H. Salquist           By: /s/H.A. Verfaillie          
     Print Name Roger H. Salquist       Print Name  H.A. Verfaillie     
     Title: Chmn and CEO                Title: Executive VP             








































                                        -23-
<PAGE>








     Exhibit A







         EXHIBIT A CONTAINS CONFIDENTIAL MATERIALS WHICH HAVE BEEN OMITTED 
        AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.








































                                        -24-
<PAGE>








Exhibit B






        EXHIBIT B CONTAINS CONFIDENTIAL MATERIALS WHICH HAVE BEEN OMITTED 
        AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.









































                                        -25-
<PAGE>








Exhibit C






        EXHIBIT C CONTAINS CONFIDENTIAL MATERIALS WHICH HAVE BEEN OMITTED 
        AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.









































                                        -26-
<PAGE>








Exhibit D







        EXHIBIT D CONTAINS CONFIDENTIAL MATERIALS WHICH HAVE BEEN OMITTED 
        AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.








































                                        -27-
<PAGE>








Exhibit E









        EXHIBIT E CONTAINS CONFIDENTIAL MATERIALS WHICH HAVE BEEN OMITTED 
 AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.






































                                        -28-