Exhibit 10.3

                              CONSULTANCY AGREEMENT

         THIS AGREEMENT made this 31st day of December, 1996 between:

                  Interchem (N.A.) Industries, Inc.
                  9135 Barton Street
                  Overland Park, Kansas  66214
                  (hereinafter called "the Consultant")
                                             OF THE FIRST PART

and:

                  Soy Environmental Products, Inc.
                  2525 East Camelback Road
                  Suite 510
                  Phoenix, Arizona  85016
                  (hereinafter called "the Company")
                                             OF THE SECOND PART

WHEREAS:

         A.       Interchem  has  certain  knowledge  and skills  useful for the
                  benefit of the Company; and

         B.       The Company  wishes to make use of  Interchem's  knowledge and
                  skills on a consultancy basis;

NOW, THEREFORE,  witnesseth that in consideration of the mutual covenants of the
parties herein, the parties agree as follows:

         1. The Company  HEREBY  APPOINTS the Consultant to act as consultant to
the Company for the period and upon the terms hereinafter provided.

         2. Consultancy Services.

                  2.1      The  Consultant  will  provide the Company  with such
                           consultancy and advisory  services as the Company may
                           from time to time  reasonably  require in relation to
                           its business.

                  2.2      Such services shall include but not be limited to the
                           provision   of   advice   and   services    regarding
                           administration,  management,  marketing  and  finance
                           specifically to be provided by Lee Derr.
<PAGE>
                                                                    Exhibit 10.3

                  2.3      The  Consultant  shall not be required to perform any
                           executive  functions  and  shall be given  reasonable
                           notice of all meetings which it is required to attend
                           in pursuance to the terms of this Agreement.

                  2.4      The Consultant will faithfully and diligently perform
                           such services as aforesaid and in the  performance of
                           such  services  will comply with all such  reasonable
                           directions and restrictions as may for the time being
                           be  given  to or  imposed  upon  it by the  Board  of
                           Directors of the Company or by any one  authorized by
                           the Board of Directors of the Company.

                  2.5      The  Consultant   will  in  the  performance  of  its
                           services do all in its power to promote,  develop and
                           extend the business of the Company and to protect and
                           further the reputation and interests of the business.

         3. Fees and Expenses.

                  3.1      In  consideration  of its  performance  of  the  said
                           services,  the Company  will pay to the  Consultant a
                           Consultancy  Fee (which shall accrue from day to day)
                           at a rate of  Eight  Thousand  Three  Hundred  Thirty
                           Three and 33/100 Dollars  ($8,333.33)  monthly.  This
                           sum shall  increase or  decrease  on the  anniversary
                           date of this  agreement  by the  same  percentage  of
                           increase or decrease of the  consumer  price index as
                           calculated by the  Department of Labor of the USA for
                           the previous year.

         4. Duration and Termination.

                  4.1      This  Agreement  shall be deemed to commence from the
                           1st of  January,  1997 and  shall  continue  in force
                           until  the  31st of  December,  1999 and  subject  to
                           termination as hereinafter provided.

                  4.2      The Company may nevertheless terminate this Agreement
                           forthwith by notice in writing to the  Consultant  in
                           the event that it is guilty of any serious default or
                           misconduct  in  connection   with  or  affecting  the
                           business  or the  affairs of the  Company or if it is
                           declared, (or assigns itself a)
                           bankrupt.

                  4.3      On the  termination of this Agreement for any reason,
                           the   Consultant   will  at  the  Company's   request
                           forthwith    deliver   up   to   the    Company   all
                           correspondence   and  other  documents  and  property
                           belonging  to  the  Company  or  any   subsidiary  or
                           associated  company  which may have been  prepared by
                           him or have come into his  possession at any time and
                           will not retain any copies thereof.
                                        2
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                                                                    Exhibit 10.3

         5.  Nothing  herein  contained  shall  be  construed  as  creating  the
relationship  of Employer  and Employee  between the parties and the  Consultant
agrees  that it is  responsible  for the  payment  of all tax on the  fees  paid
hereunder.

         6. Any notice to be given  hereunder  shall be given in writing and may
be given either  personally or may be sent by registered  post  addressed to the
addresses  hereinbefore  set out or such other  address as each party may advise
the other and any  notice  given by post  shall be deemed to have been  served 7
days after posting.


         AS WITNESS the hands of the parties hereto the day and year first above
written.


INTERCHEM (N.A.) INDUSTRIES, INC.


        /s/ Stephen Ellis                        By  /s/ Lee E. Derr
---------------------------------                  -----------------------------

SOY ENVIRONMENTAL PRODUCTS, INC.


        /s/ Kasandra M. Romo                     By  /s/ Sean F. Lee
---------------------------------                  -----------------------------
Witness
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