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                                                                   Exhibit 10(f)


                                LICENSE AGREEMENT

         This AGREEMENT is made effective this 1st day of October, 1986 by and
among RALSTON PURINA COMPANY, a corporation organized and existing under the
laws of the State of Missouri, with a principal place of business at
Checkerboard Square, St. Louis, Missouri 63164 (hereinafter referred to as
"LICENSOR") party of the first part and PURINA MILLS, INC., a corporation
organized and existing under the laws of the State of Delaware with a principal
place of business at 800 Chouteau, St. Louis, Missouri 63164 (hereinafter
referred to as "LICENSEE") party of the second part and BP NUTRITION LIMITED, a
limited company organized and existing under the laws of England, with a
principal place of business at First Chicago House, 90 Long Acre, London WC2E
9NP (hereinafter referred to as "BP") party of the third part.

         WHEREAS LICENSOR has for many years engaged in the United States of
America in the manufacture and sale of animal feeds and other products for the
farming and related industries ("the feeds business"), the manufacture and sale
of foods for dogs and cats ("the dog and cat food business") as well as the
manufacture and sale of other products ("the other businesses");

         WHEREAS LICENSOR has established LICENSEE in order that LICENSEE may,
in a separate and independent manner, operate the feeds business while LICENSOR
operates the dog and cat food business and the other businesses;

         WHEREAS an affiliate of BP is purchasing all of the shares of LICENSEE;

         WHEREAS in the interests of facilitating continuation of the U.S.
domestic feeds business by LICENSEE and the expansion of that business into
other agricultural products and services, it has been agreed between LICENSOR
and BP that certain U.S. trademark rights unique to the feeds business shall be
conveyed to LICENSEE and that certain other marks (the "Licensed Marks" as
hereinafter defined) either used in common in both the feeds business and the
dog and cat foods business and/or other businesses or which are similar to marks
so used shall be licensed by LICENSOR to LICENSEE,

         NOW, THEREFORE, IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:

1.       DEFINITIONS. For the purposes of this Agreement:

         (a) "Licensed Marks" shall mean those trademarks or service marks shown
in Schedule A hereto together with such trademarks as may be added from time to
time as agreed in writing between LICENSOR and LICENSEE and to which the terms
and conditions of this Agreement shall thereafter apply. One such mark shall be
referred to in this Agreement as a "Licensed Mark."

         (b) "Licensed Products" shall mean any and all products and services
primarily related to agriculture (whether the production of plant crops or
animals and animal products) or for use for animals (whether or not owned for
agricultural purposes) and the production of





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animals. "Licensed Products" shall, however, not include dog food, cat food, dog
treats, cat treats, dog chew toys, cat chew toys, and any services relating to
dogs and cats, any food for humans or any other product, service or business
enterprise not included in the scope of Licensed Products herein defined.
Licensed Products shall include dog and cat accessories. Licensed Products shall
also include laboratory rations for dogs labeled and packaged in the style shown
in Exhibit C. A product shall not be considered a Licensed Product if it may be
used in agriculture or for animals but is primarily employed in other areas. The
production of agricultural plant crops includes, without limitation, genetic
research and development, hybridization and seed production, soil analysis,
planting, propagation, cultivating, harvesting, treatment and storage. Except as
limited hereinabove, products and services for use for animals and for
production of animals (whether or not for agricultural purposes) include,
without limitation, products and services for breeding, feeding, health care,
shelter, control, and transportation of animals and extraction, collection,
processing, packaging, and storage of animal products and animal wastes.
Illustrative products within the range of Licensed Products for agricultural
plant production include: genetic and chromosomal material and other products of
biotechnology, biology and other sciences, plant tissue cultures, pure line
seeds, planting seeds, fertilizers, pesticides, insecticides, rodenticides,
fungicides, herbicides, cultivation equipment, aquaculture, hydroponic and
greenhouse equipment, irrigators, heaters, harvesters, fruit pickers, driers,
trailers, and silos. Only for the purpose of illustration, some of the products
within the range of Licensed Products for animals are: animal feeds, feed
supplements, feeders, waterers, animal semen, embryos, live animals, larvae,
veterinary instruments, pharmaceuticals, insecticides, cleaners, pesticides,
collars, marking devices, bedding, tanks, paints, pens, fencing, groomers,
muzzles, leashes, cages, saddles, tack, milk handling equipment, transporters,
manure collecting and processing equipment.

         Licensed Products also include products or services reflected in
Exhibits A and B and products and services related to the provision of methods,
systems and techniques for the development, production, application and
utilization of the products described above. Illustrative of such products and
services are: farm and agricultural management services, farm and agricultural
computer programs and software, farm and agricultural financial services, soil
analysis, non dog-and cat-related veterinary services, sale, leasing and
brokerage services for agricultural land and equipment, distributing,
wholesaling and retailing Licensed Products, and publications directly related
to agriculture or animals. Licensed Products are not limited to products in
existence at the date of this Agreement and will include products not yet
invented or commercialized which fall within the above definition. In no event
will Licensed Products include products and services not primarily related to
agriculture or for animals. LICENSEE shall send LICENSOR a notice describing to
LICENSOR each Licensed Product not included In Exhibits A and B no less than
thirty (30) days, or such lesser period as circumstances may require, under
appropriate safeguards to protect confidential disclosures, before introducing
same and certifying that such Licensed Product meets all requirements enumerated
in Paragraph 3 of this Agreement. New Licensed Products for the purpose of such
notice requirement shall mean Licensed Products for which LICENSEE distributes
new-product notices or which represent additions to LICENSEE's product manuals
or equivalent product lists.

         If the use of a Licensed Mark for a product or service is finally
enjoined in a lawsuit as an infringement or otherwise in derogation the rights
of any third party, then that product or service shall thereafter cease to be a
Licensed Product for that Licensed Mark. The initial determination as to whether
LICENSEE's use of a Licensed Mark for a product or service


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not in use by LICENSEE as of the date of this Agreement infringes or otherwise
conflicts with the rights of a third party shall be the sole responsibility of
LICENSEE.

         (c) "Territory" shall mean the whole of the United States of America,
its territories and possessions (excluding Puerto Rico), and any part thereof.

         (d) The terms "trademark," "trade name" and "service mark" shall have
the meanings given them in the Lanham Act.

2.       GRANT OF RIGHTS

         (a) Except as provided hereinbelow: LICENSOR hereby grants to LICENSEE
the exclusive right to use in the Territory the Licensed Marks on or in
connection with the Licensed Products subject to the terms and conditions of
this Agreement. LICENSOR shall, in the Territory, neither itself use any
Licensed Mark on or in connection with any Licensed Product exclusively licensed
to LICENSEE hereunder nor authorize any other person or entity to do so. Such
prohibited use shall include, without limitation, use of the term "Purina" or
any other Licensed Mark as all or part of the trade name or corporate name of
any business engaged in the manufacture, distribution or sale of any Licensed
Product. LICENSOR and LICENSEE each shall have the non-exclusive right to use
the Licensed Marks for consumer lawn and garden products in the Territory.
LICENSOR and LICENSEE shall each have the non-exclusive right to use the
Licensed Marks for publications in the Territory. LICENSOR shall have no right
to use the Licensed Marks in the Territory for any foods or other edible
products for animals other than dogs and cats. If LICENSOR manufactures or
sells, in the Territory, any Licensed Product exclusively licensed to LICENSEE
hereunder, it shall conduct its business with respect to such
exclusively-licensed Licensed Product under a trade name which does not include
the term "Purina" or any other Licensed Mark. LICENSOR shall not in that
business use any such term, as a mark, trade name or otherwise, on labels,
packaging, invoices, checks, signs, business cards, letterhead, uniforms,
advertising or promotional materials. LICENSOR shall, however, have the right to
refer to its ownership of such business in its annual reports and in other
contexts in which it is appropriate to impart information about such ownership.
LICENSOR shall not use the terms "Purina Mills," "Ralston Mills" or "Ralston
Purina Mills" in any manner in the Territory. LICENSOR shall avoid adopting new
trade names confusingly similar (beyond the common inclusion of the word
"Purina") to names in use by LICENSEE at the time of such adoption. The
exclusivity of the license granted by this Agreement shall not, however,
preclude LICENSOR's use (either by itself or through affiliates or licensees) of
any of the Licensed Marks in the Territory (1) with respect to products and/or
services other than the Licensed Products, products and services promoting the
same, as well as with respect to dog and cat accessories, (2) with respect to
exports of livestock and poultry feed from LICENSOR's Canadian affiliate to the
United States, provided such exports shall be limited to the geographic areas
shown on the attached Exhibit D and shall terminate within five years from the
date of this Agreement, and (3) with respect to the manufacturing, labeling and
exporting of dairy-based feeds by LICENSOR's Protein Technologies Division in
the Territory and provided that LICENSOR, including that division, shall make no
other use of any Licensed Mark in the Territory on or in connection with such
feeds (except by selling them to LICENSEE). Except to the extent permitted with
respect to sales from Canada provided for in this paragraph, LICENSOR shall not
use, or license others to use, any Licensed Mark unique to a particular product
exclusively licensed to LICENSEE hereunder, such as CHEK-R-MYCIN or COW CHOW, in
the Territory. LICENSOR reserves all


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rights not licensed hereunder in the Territory and all rights with respect to
any Licensed Mark throughout the rest of the world. LICENSOR shall not
voluntarily (1) cancel any registration under Section 7(d) of the Lanham Act (or
any successor provision under U.S. law) of any Licensed Mark for any Licensed
Product or (2) grant any security interest in any Licensed Mark for any Licensed
Product. LICENSOR shall not assert in a pleading or otherwise assert or admit
that any Licensed Mark is invalid or otherwise unprotectable in the United
States of America for any Licensed Product unless required truthfully to do so
in any administrative or judicial proceeding.

         (b) Subject to the terms and conditions of this Agreement, LICENSEE
shall have the right to use "Purina Mills, Inc." as its corporate name in the
Territory. LICENSEE shall also have the right, in the Territory, (i) to use
"Purina" or "Purina Mills" as a shortened version of "Purina Mills, Inc." (ii)
to adopt new corporate names, and to use names for divisions and subsidiaries,
containing "Purina" coupled with a word or words reflecting the
agricultural-related nature of the business of the entity concerned, provided
the use of such wording is not likely to cause confusion with a product, service
or business of LICENSOR, or any third party, identified by wording which is
similar (apart from the common inclusion of the word "Purina") and is in use by
LICENSOR or any third party at the time of the adoption of the name by LICENSEE,
and (iii) to use as shortened versions of such names the terms "Purina" or
"Purina" coupled with the agricultural-related wording concerned. LICENSEE shall
consult with LICENSOR at the time any new name incorporating the word "Purina"
is adopted in order to mitigate likely confusion. LICENSEE shall not otherwise
use the term "Purina" or any other Licensed Mark in its corporate or trade name
without LICENSOR's prior written approval, which will not be unreasonably
withheld.

         (c) LICENSEE shall not use any Licensed Mark or the names "Purina
Mills, Inc.," "Purina Mills" or "Purina" as a mark for or name associated with
any product or service other than a Licensed Product. If LICENSEE manufactures
or sells any other products or renders any other services, it shall conduct its
business with respect to such products and services not licensed to it hereunder
under a trade name which does not include the term "Purina" or any other
Licensed Mark. LICENSEE shall not use any such term, as a mark, trade name or
otherwise, on labels, packaging, invoices, checks, signs, business cards,
letterhead, uniforms, advertising or promotional materials in that business.
LICENSEE shall, however, have the right to refer to its ownership of such
business in its annual reports and other contexts in which it is appropriate to
impart information about such ownership.

         (d) LICENSEE shall not use the term "Checkerboard Square," or any term
including that term, as its business address or otherwise. LICENSEE shall not
use the term "Ralston" in any manner. LICENSEE shall not hold itself out as
corporately related or otherwise related to LICENSOR except as a licensee of the
Licensed Marks. The foregoing shall not, however, prevent LICENSEE from
truthfully and in good faith describing itself as the same business which has
sold the Licensed Products for many years or as the successor to LICENSOR's
business in the Licensed Products, and from referring to the history of that
business and products as its own.

         (e) Except as expressly provided otherwise in this Agreement, there
shall be no restrictions on LICENSEE's right to use the Licensed Marks and the
corporate and trade name licensed hereunder. Moreover, LICENSEE shall not be
required to comply with standards and


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procedures with respect to the nature and quality of the Licensed Products other
than those established in this Agreement. LICENSEE shall not; however, have the
right to coin new marks based on any of those marks or names or on elements of
those marks or names without the LICENSOR's prior written consent which may be
granted or withheld at LICENSOR's sole discretion. LICENSEE shall, however, have
the right as provided hereinabove to extend the use of existing marks to new
products within the definition of Licensed Products provided such extension does
not conflict with the rights of LICENSOR or any third parties.

         (f) LICENSOR shall promptly, to the extent it is able, (i) assign all
licenses for marks of others used on Licensed Products to LICENSEE and (ii)
grant sublicenses to LICENSEE for such marks of others as LICENSOR is unable to
assign. Anything in this Agreement to the contrary notwithstanding, LICENSOR
does not guarantee LICENSEE's continued right to use marks owned by third
parties as shown on Exhibits A and B (e.g., TERRAMYCIN, TRAMISOL, THIABENDAZOLE,
SAFE-GUARD, DURSBAN, DECCOX, RALGRO) it being acknowledged by LICENSEE that the
continued use of such marks shall be governed by such agreements as LICENSEE may
have or hereafter obtain from the owners of such marks.

         (g) Except to the extent LICENSEE may be separately licensed by
LICENSOR in writing to use one or more of the Licensed Marks or names outside
the Territory, LICENSEE hereby agrees, for itself and for any entity wholly or
partially owned and effectively controlled by LICENSEE, BP or any affiliate of
LICENSEE or BP, to limit its use of the Licensed Marks or names to the Territory
and not to export Licensed Products. In order to avoid the export of Licensed
Products bearing Licensed Marks, LICENSEE further agrees, except with respect to
sales to J & L Feed Company., not to package or label such products especially
for foreign sale or to accept orders for delivery to a ship or other vehicle
whose destination is outside the Territory. LICENSOR and LICENSEE agree
reasonably to cooperate to resolve conflicts resulting from sales of Licensed
Products of one party into the other party's exclusive geographical territory
upon receipt of notice from the other party indicating the nature and extent of
such sales, provided such sales are in violation of third-party rights, or
jeopardize trademark rights of the other party, or contractual obligations of
the other party to third parties in the jurisdiction in which such sales have
been identified, or are undermining any established business of the other party
or any affiliate of the other party in such identified market. The territory of
the license granted hereunder shall be deemed to extend on a non-exclusive basis
to the countries identified in Exhibit E which have been heretofore served by J
& L Feed Company., but only with respect to sales by J & L Feed Company.
LICENSOR shall have no obligations under Sections 6, 9 and 11 of this Agreement
with respect to such J & L sales. LICENSEE agrees to enter into such registered
user-agreements, at LICENSOR's expense, as LICENSOR may reasonably request to
record LICENSEE as registered user with respect to J & L's sales pursuant to
this Paragraph. LICENSEE shall not be obligated to notify J & L of the
provisions of this Paragraph.

3.       QUALITY STANDARD.

         The quality of products within the definition of Licensed Products
bearing a Licensed Mark or sold under any trade name licensed hereunder shall be
at least good and merchantable and in compliance with all applicable laws and
governmental regulations relating to the nature and quality of the products. If
a Licensed Product contains ingredients, or is made by methods, which are not
generally accepted as appropriate for the product by independent


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experts, but which are accepted as appropriate for the product by at least three
independent experts, then any doubts as to the quality of the product arising
from such disagreement among experts shall be resolved in favor of LICENSEE and
shall not cause the product to be deemed of less than good and merchantable
quality. If a Licensed Product contains ingredients, or is made by methods,
which are new or proprietary, so that independent experts have insufficient data
for evaluating them, then the product shall be deemed to be of good and
merchantable quality until LICENSOR can reasonably establish the contrary by
substantial objective evidence provided that LICENSEE submits to LICENSOR a
written statement by an expert reasonably acceptable to LICENSOR to the effect
that the product is of good and merchantable quality and in compliance with all
applicable laws and governmental regulations. Events unrelated to the fitness of
a Licensed Product for its intended use - such as controversy about its
ecological effects or a boycott directed at the source of an ingredient of the
product - shall not be considered in determining whether a Licensed Product is
of good and merchantable quality. A Licensed Product may contain any ingredient
approved for use in such a product by the pertinent government agency, and shall
not be deemed of less than good and merchantable quality because it contains
such ingredient. The quality of a Licensed Product shall be deemed to be of
greater than good and merchantable quality if the average quality of the product
meets or exceeds the average quality of (a) the same product sold by LICENSEE
during the period of July 1,1985 through June 30, 1986, or (b) the three leading
competitive products sold in the Territory. Nothing in the preceding sentence
shall be construed as requiring the quality of Licensed Products to be higher
than good and merchantable quality, and the parties recognize that the average
quality described in parts (a) and (b) of the preceding sentence may, in fact,
considerably exceed good and merchantable quality. Nothing in this Agreement
shall, however, negate LICENSEE's obligation to comply with all applicable laws
and regulations with respect to the nature and quality of the Licensed Products
as required hereinabove. The quality of services within the definition of
Licensed Products in association with which a Licensed Mark is used shall be
good, fit for the purpose intended and in compliance with all applicable laws
and governmental regulations relating to the nature and quality of the services.

4.       QUALITY CONTROL.

         (a) LICENSOR shall have the right to inspect the places of manufacture
of Licensed Products bearing a Licensed Mark, and the places where services are
rendered under a Licensed Mark, to determine whether the quality standards of
paragraph 3 of this Agreement are being met. At such inspections of services,
LICENSOR's representative shall have the right to observe the rendition of the
services concerned. LICENSOR shall not have the right to inspect a particular
place of manufacture or observe particular services more than twice per year or
to remove more samples or more volume of a product in any given sample than
reasonably necessary to conduct quality analyses. Such inspection visits shall
be made by appointment at a time mutually convenient for the parties but in no
event more than five days after LICENSEE's receipt of a written request
therefor. LICENSOR shall not have the right to request samples in a manner which
will interfere with production of a Licensed Product, such as by requiring a
production line or machine to be shut down. LICENSOR shall have the right at its
own expense to purchase Licensed Products on the open market for purposes of
analysis and inspections.

         (b) If LICENSOR is dissatisfied with the quality of a Licensed Product,
LICENSOR shall not serve a notice of breach of this Agreement on LICENSEE until
LICENSOR has sought to reconcile its view of the quality of the Licensed Product
at issue with that of LICENSEE by


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providing to LICENSEE all the evidence and expert opinion in its possession
which supports its view that the quality of the product is deficient. Should
LICENSEE and LICENSOR be unable to reconcile their views within forty-five (45)
days following LICENSOR's notification of its dissatisfaction to LICENSEE
stating reasons therefor, LICENSOR shall seek or shall have sought the opinion,
of an independent expert reasonably acceptable to LICENSEE, on the product or
service concerned. LICENSOR shall provide that expert with a sample of the
product or service that LICENSOR finds unsatisfactory. LICENSOR shall cause the
expert to discuss the points of dissatisfaction fully with LICENSEE and review
any further samples of the product or service which LICENSEE may provide from a
regular production run. LICENSOR shall serve a notice of breach only if the
expert, in a written report made after discussions with LICENSEE, concludes that
the product or service concerned has violated the requirement to maintain good
and merchantable quality required by Paragraph 3 of this Agreement. LICENSOR
shall include a copy of that written report with the notice of breach.

5.       TRADEMARK USE.

         LICENSEE agrees to use the Licensed Marks properly as trademarks or
service marks, for example: (a) using the "TM" "SM" and o symbols and employing
notices indicating LICENSOR's ownership of the Licensed Marks and (b) using
Licensed Marks as adjectives followed by generic terms The parties recognize,
however, that use of "TM", "SM" and o symbols and generic terms every time a
mark is used on a particular item may be awkward and is not necessary in order
to make acceptable trademark or service mark usage. LICENSOR shall have no right
of prior disapproval with respect to packages, labels, advertising or the like;
however, new advertising, packaging and labeling shall be made available to
LICENSOR from time to time for the purposes of satisfying LICENSOR of LICENSEE's
compliance with this Agreement.

6.       WARRANTIES BY LICENSOR.

         LICENSOR hereby warrants that it is current record owner of the
registrations reflected on Schedule A to this Agreement and that, to LICENSOR's
best knowledge, all the Licensed Marks now used by LICENSEE are available for
use by LICENSEE on or in connection with each Licensed Product for which such
mark is now used by LICENSEE, as illustrated in Exhibits A and B, without
infringing the rights of any third party; however, LICENSOR disclaims any
warranty of validity, right to use or right exclusively to use or register the
Licensed Marks or any of them. The foregoing warranties of LICENSOR shall not
apply with respect to products and/or services first introduced by LICENSEE
after the date of execution of this Agreement. LICENSOR will at all times
indemnify and hold harmless LICENSEE and its agents and servants from and
against any and all claims, damages, liabilities, costs and expenses, including
legal expenses and reasonable counsel fees, arising out of any breach by
LICENSOR of any warranty made by LICENSOR in this Agreement.

         LICENSEE will notify LICENSOR of any claim for which indemnification
hereunder from LICENSOR may be available as soon as LICENSEE becomes aware of
such claim, and LICENSOR shall have the right to control the defense of the
claim. LICENSOR may elect to defend against any such claim without thereby
waiving any objection as to LICENSOR's obligations to indemnify LICENSEE
therefrom. LICENSEE shall have the right to participate in the defense of the
claim through counsel of its selection at its own expense, provided


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LICENSOR shall have the right at all times, in its sole discretion, to retain or
resume its control of the conduct of the defense.

7.       INDEMNITY BY LICENSEE.

         LICENSEE will at all times indemnify and hold harmless LICENSOR and its
agents and servants from and against any and all claims, damages, liabilities,
costs and expenses, including legal expenses and reasonable counsel fees,
arising out of or resulting from LICENSEE's status as LICENSOR's licensee or
arising as a result of use by LICENSEE or any of its sublicensees of any
Licensed Mark or name, including, but not limited to, patent or copyright
infringement claims, claims that acts of LICENSEE or any sublicensee constitute
any violation of franchising or other laws, or constitute improper labeling or
advertising or claims arising out of allegedly-defective products manufactured
or services rendered by LICENSEE or a sublicensee of LICENSEE or claims that
trademarks and designs that LICENSEE or a sublicensee of LICENSEE uses in
association with a Licensed Mark (except as reflected in Exhibits A or B)
infringe the rights of third parties. The exception with respect to uses
reflected in Exhibits A or B shall not apply to sales in breach of this
Agreement or to sales outside the Territory. At all times during which LICENSEE
or a sublicensee of LICENSEE uses any of the Licensed Marks, LICENSEE will
maintain product-liability insurance, naming LICENSOR as an additional insured
with entitlement to at least thirty- (30-) days advance written notice of
termination, revocation or diminution of coverage, in an amount not less than
ten million dollars ($10,000,000). LICENSEE shall deliver to LICENSOR evidence
of such insurance within thirty (30) days following the execution of this
Agreement. LICENSOR will notify LICENSEE of any claim for which it may seek
indemnification from LICENSEE as soon as it becomes aware of such claim, and
LICENSEE shall have the right to control the defense of the claim. LICENSOR
shall have the right to participate in the defense of the claim through counsel
of its selection at its own expense, provided LICENSEE shall have the right at
all times, in its sole discretion, to retain or resume control of the conduct of
the defense.

8.       LICENSOR'S RIGHTS.

         LICENSEE and BP hereby acknowledge that LICENSOR is and will forever
remain the sole and rightful owner of the Licensed Marks and licensed names in
respect of the Licensed Products and that use of the Licensed Marks and licensed
names by LICENSEE pursuant to this Agreement shall inure to the benefit of
LICENSOR. LICENSEE and BP agree that during the continuance and after
termination of this Agreement, neither LICENSEE nor BP will claim any rights in
or to the Licensed Marks and licensed names within or outside the Territory
other than the authorization to use same as specifically provided herein nor
dispute or assist others to dispute the ownership or validity of the Licensed
Marks and licensed names. LICENSOR reserves the right to use, and license other
parties to use, the marks included in Schedule A to this Agreement (a) in the
Territory for all products and services other than the Licensed Products
exclusively licensed to LICENSEE hereunder, and (b) outside the Territory for
all products and services.

9.       REGISTRATIONS.

         (a) LICENSOR shall use reasonable efforts to maintain existing U.S.
federal registrations of the Licensed Marks for such of the Licensed Products as
LICENSEE continues to


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use in the ordinary course of LICENSEE's business and LICENSOR shall undertake
reasonable efforts to secure and maintain U.S. federal registration of Licensed
Marks not currently registered for Licensed Products put in use and maintained
in commercial use by LICENSEE pursuant to this Agreement. LICENSEE shall, at its
own cost, provide such evidence of use and other information or material as
LICENSOR may reasonably require to undertake the foregoing. LICENSEE shall
reimburse LICENSOR's out-of-pocket costs incurred in obtaining and maintaining
registrations pursuant to this Paragraph 9 unless LICENSOR elects to include
products or services beyond the Licensed Products in the application, or
continuing-use filing or renewal concerned. LICENSOR shall not file a new U.S.
federal trademark application to register a Licensed Mark with a recitation of
goods or services covering both Licensed Products exclusively licensed to
LICENSEE and other products or services without LICENSEE's prior written consent
which consent will not be unreasonably withheld.

         (b) LICENSOR shall undertake reasonable efforts at LICENSEE's expense
to secure and thereafter maintain new U. S. federal trademark registrations
covering (a) PURINA, and (b) the 9-square corporate symbol for the major
categories of Licensed Products described as generally as possible, such as
"animal feeds, excluding dog food and cat food." Those registrations shall cover
no products or services other than Licensed Products.

10.      TERM AND TERMINATION.

         (a) This Agreement shall commence on the date first above written and
shall remain in effect perpetually; however, LICENSOR shall have no obligations
to LICENSEE under Paragraph 6, 9 and 11 of this Agreement with respect to any
Licensed Mark which has been or will be abandoned by LICENSEE for all Licensed
Products. Abandonment shall be determined by applying Lanham Act standards and
presumptions.

         (b) In the event of a material breach of this Agreement by LICENSEE
with respect to the quality of goods sold or services rendered under any
Licensed Mark. LICENSOR shall have the right, as further described in this
subparagraph, partially to terminate this Agreement upon ninety (90) days notice
in writing, and such partial termination shall become effective unless, within
that 90 day period, LICENSEE shall completely remedy the breach to the
reasonable satisfaction of LICENSOR. Partial termination of this Agreement by
LICENSOR shall mean termination with respect to the goods or services involved
in the uncorrected breach and such termination shall be limited to the Licensed
Mark and name concerned for those goods or services only. This Agreement shall
continue in effect for the goods and services not involved in the uncorrected
breach and for the Licensed Mark involved for goods and services not involved.
If the uncorrected breach is occurring only in particular plants or locations,
then the termination shall apply only to those plants or locations where the
breach is occurring, and the same product may continue to be made or service
rendered under the Licensed Marks at the other plants or locations provided the
product or service is otherwise in compliance with the Agreement.

         (c) In the event of such a partial termination, the rights concerned
shall not revert to LICENSOR and LICENSOR shall neither grant such rights to any
other party nor use the mark concerned for the product or service concerned.
After such a partial termination, LICENSEE shall have the right to attempt to
correct the breach concerned and thereby regain the terminated rights. In order
to do so. LICENSEE shall demonstrate to LICENSOR's reasonable satisfaction that
the problem has been corrected. LICENSOR shall then rescind the partial
termination and


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restore the terminated rights, unless an expert consulted in accordance with
Paragraph 4 hereinabove produces a written report, based on consultations with
LICENSEE as well as LICENSOR, stating that the problem remains uncorrected.

11.      INFRINGEMENTS.

         (a)      Upon becoming aware of:

                  (i) any infringement or suspected infringement of a Licensed
         Mark, or of a name which includes the word "Purina," any application
         for the registration of a mark which LICENSEE or LICENSOR believes
         should be opposed, or any federal registration for a mark which
         LICENSEE or LICENSEE believes should be cancelled, or

                  (ii) any matter or circumstance of whatsoever nature which in
         the opinion of LICENSEE or LICENSOR might affect the interest of the
         other party, the party believing the item in question to require action
         hereunder shall forthwith notify the other thereof, and LICENSOR shall,
         with respect to such uses of marks on products or services other than
         Licensed Products then in use by LICENSEE, assert such claim, file such
         action for infringement, file such opposition or cancellation
         proceeding, enter into a settlement or take such other steps for the
         protection of the Licensed Marks or decline to take any action as
         LICENSOR may consider advisable in the exercise of its sole discretion.
         LICENSEE shall supply such assistance and information as LICENSOR may
         reasonably require in support thereof. With respect to infringements
         involving a third-party use of a mark on any Licensed Product then in
         use by LICENSEE: LICENSOR and LICENSEE shall consult with each other in
         a good-faith attempt to reach an agreed-upon course of action. If
         LICENSOR and LICENSEE are unable to do so within ten working days of
         the commencement of such discussions, either party shall be free to
         proceed to assert its rights at its own expense. In addition, LICENSEE
         may elect to join LICENSOR as a party plaintiff in a legal action
         against a person who is using a trademark on, or service mark in
         connection with, a Licensed Product in a manner believed by LICENSEE to
         be an infringement of the Licensed Mark provided LICENSEE's belief is
         supported by an opinion of counsel from a U.S. law firm specializing in
         intellectual property causes ("Trademark Expert") of LICENSEE's choice
         indicating that LICENSOR has a reasonable likelihood of winning the
         lawsuit and provided such opinion is not, within ten working days of
         LICENSOR's receipt of such opinion, contradicted by an opinion of a
         Trademark Expert of LICENSOR's choice. In the event the aforementioned
         Trademark Experts' opinions are contradictory and LICENSEE nevertheless
         wishes to join LICENSOR as a party plaintiff in such action, LICENSEE
         may, at its expense, seek an opinion of counsel from a third Trademark
         Expert which regularly represents neither LICENSOR nor LICENSEE and
         which is acceptable to both parties. LICENSOR shall not unreasonably
         refuse to accept such a Trademark Expert proposed by LICENSEE. The
         opinion of the third Trademark Expert shall then be substituted for the
         opinion of the Trademark Expert of LICENSOR and the parties shall be
         bound by such third opinion.

         (b) The reasonable cost (including fees and disbursements paid to
counsel of LICENSOR's choice) of claims, actions and other proceedings brought
or joined in by LICENSOR at LICENSEE's request shall be paid to LICENSOR by
LICENSEE and any monetary recovery therein received by LICENSOR shall be paid to
LICENSEE.


                                      -10-
<PAGE>   11



LICENSOR shall have the right, in consultation with LICENSEE, reasonably to
control the course of such litigation; however, any settlement of such
litigation shall, to the extent it may adversely impact the rights of LICENSEE,
be subject to LICENSEE's approval which approval may not be unreasonably
withheld.

         (c) LICENSOR and LICENSEE shall each also have the right after first
consulting with the other, independently and in its own name and at its expense,
to assert claims, file actions, file opposition or cancellation proceedings or
take such other steps in particular cases of unauthorized use or registration of
a mark or name for a Licensed Product or a product or service closely related to
a Licensed Product as it deems appropriate for protection of the Licensed Marks.

12.      DOG AND CAT ACCESSORIES

         Notwithstanding anything to the contrary in this Agreement,

         (a) LICENSOR shall have the right to sell or distribute non-food dog
and cat accessories bearing a Licensed Mark for ultimate sale in Licensor Trade
Channels, as hereinafter defined, and shall not have the right to sell or
distribute such products for ultimate sale in Licensee Trade Channels, as
hereinafter defined.

         (b) LICENSEE shall have the right to sell or distribute non-food dog
and cat accessories bearing a Licensed Mark for ultimate sale in Licensee Trade
Channels, as hereinafter defined, and shall not have the right to sell or
distribute such products for ultimate sale in Licensor Trade Channels, as
hereinafter defined.

         (c) "Licensor Trade Channels" shall mean wholesale or retail grocery or
consumer mass merchandising stores (including, without limitation, warehouse and
similar outlets) and the military.

         (d) "Licensee Trade Channels" shall mean specialized farm stores,
agricultural stores and any other stores for which livestock and poultry feeds
constitute a substantial portion of sales.

         (e) LICENSOR and LICENSEE shall each have the right to sell or
distribute non-food dog and cat accessories bearing a Licensed Mark for ultimate
sale in trade channels other than Licensor Trade Channels and Licensee Trade
Channels.

13.      ROYALTY.

         No royalty shall be payable by LICENSEE to LICENSOR in respect of any
rights granted under the terms of this Agreement.

14.      SUBLICENSING.

         LICENSEE shall have the right to grant sublicenses for use of the
Licensed Marks for the Licensed Products other than products for dogs or cats,
provided that the sublicense shall be subject to all terms and conditions of
this Agreement and LICENSEE shall be responsible for


                                      -11-
<PAGE>   12

acts pursuant to or in breach of this Agreement by sublicensees and further
provided LICENSEE gives LICENSOR at least thirty-(30-) days advance written
notice indicating the identity of the prospective sublicensees and the Licensed
Marks and Licensed Products to be sublicensed accompanied by a certification
that the use of such marks with respect to such Licensed Products will comply
with Paragraph 3 hereinabove. In the event such sublicense shall be determined
to impose franchising-compliance or other obligations on LICENSOR or constitute
an illegal activity, LICENSOR shall discharge such obligation and LICENSEE shall
reimburse LICENSOR's total costs resulting from the reasonable discharge of any
such obligation and/or growing out of any such activity.

15.      CONTRACT MANUFACTURING.

         LICENSEE shall have the right to use a third-party manufacturer to
produce Licensed Products solely for resale to LICENSEE.

16.      PROMOTIONAL PRODUCTS.

         LICENSEE shall have the right to sell or distribute promotional
products, such as, caps, T-shirts, pens, balloons, mugs, keychains, calendars,
pocket knives and other items not infringing third-party rights, bearing
LICENSEE's trade name and/or one or more Licensed Marks, for the purpose of
developing goodwill and promoting the Licensed Products. Use of the Licensed
Marks on such products shall be in a prominent manner consistent with their
promotional purpose. Nothing in this Agreement shall inhibit LICENSOR's right to
use Licensed Marks in the sale or distribution of promotional products to
promote products or services it is permitted to sell or render under Licensed
Marks.

17.      ASSIGNABILITY.

         Neither LICENSEE nor LICENSOR shall have the right to assign its rights
and obligations under this Agreement or any part thereof without the consent of
the other; however, such consent shall not be unreasonably withheld. It shall
not be unreasonable to withhold consent to the assignment of rights and
obligations to a major competitor of the party whose consent is sought.

18.      REVISIONS TO EXHIBITS A AND B

         The parties intend that Exhibits A and B contain all products, other
than FASTART, now being commercially sold or distributed by LICENSEE under the
Licensed Marks and include drawings of packaging for such products. To the
extent Exhibits A or B do not accurately reflect LICENSEE's product line
reflecting permissible use of the Licensed Marks as of the date of execution of
this Agreement, the parties will cooperate reasonably and promptly to revise
Exhibits A and B to reflect such product line.

19.      NOTICES.

         All notices hereunder given by the parties hereto shall be in writing
and shall be hand delivered or sent by Registered or Certified Mail, postage
prepaid, return receipt requested,


                                      -12-
<PAGE>   13

or delivered by a cable company, toll prepaid, to the addresses indicated below.
The addresses of the parties until further written notice to the contrary are:

                  LICENSOR:                 RALSTON PURINA COMPANY
                                            Checkerboard Square
                                            St. Louis, MO 63164
                                            ATTN:  Trademark Counsel

                  LICENSEE:                 PURINA MILLS, INC.
                                            800 Chouteau
                                            St. Louis, MO 63164
                                            ATTN:  Legal Counsel

                  BP:                       First Chicago House
                                            90 Long Acre
                                            London WC2E 9NP

20.      NOVATION.

         This Agreement cancels and supercedes the License Agreement between
LICENSOR and LICENSEE dated April 1, 1985.

21.      RELATIONSHIP OF THE PARTIES.

         This Agreement does not constitute either party the agent of the other,
create a partnership or joint venture between the parties or any other
relationship other than that of licensor and licensee, nor shall this Agreement
give either party the power to obligate or bind the other in any manner
whatsoever. The manufacture, distribution, sale, offering for sale, pricing,
trade promotion and marketing of the Licensed Products shall be accomplished by
LICENSEE at LICENSEE's sole cost and expense.

22.      CAPTIONS.

         The captions used in connection with the paragraphs and subparagraphs
of this Agreement are inserted only for the purpose of reference. Such captions
shall not be deemed to govern, limit, modify, or in any other manner affect the
scope, meaning, or intent of the provisions of this agreement or any part
thereof; nor shall such captions otherwise be given any legal effect.

23.      GOVERNING LAW.

         This Agreement shall be governed by and construed in accordance with
the laws of the State of Missouri and the United States of America applicable to
trademark agreements made and to be performed therein and any proceeding with
respect to the interpretation or enforcement of this Agreement shall be filed in
the U.S. District Court for the Eastern District of Missouri.



                                      -13-
<PAGE>   14



24.      SEVERABILITY.

         If any provision of this Agreement should be determined by a court of
competent jurisdiction to be void or in any measure non-enforceable, the parties
intend that such determination shall amend or modify this Agreement by
eliminating or modifying only those provisions affected by the determination.

25.      MISCELLANEOUS.

         (a) This Agreement contains a complete statement of all the
arrangements among the parties with respect to its subject matter, cannot be
changed or terminated orally, and will be binding upon the parties' respective
successors and assigns, if any. The failure of a party to insist upon strict
adherence to any term of this Agreement on any occasion will not be considered a
waiver or deprive or limit that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement in the
particular subsequent instance. Any waiver must be in writing. In addition to
any other legal rights and remedies any party may have in the event of a breach
of this Agreement by another party, the injured party shall have the right to
seek specific performance of the breaching party's duties under this Agreement.

         (b) Dealer and feed-hauler signs displaying Licensed Marks shall, for
purposes of this Agreement, be considered forms of advertising.

         (c) Neither LICENSOR nor LICENSEE shall use a mark or name confusingly
similar to any mark or name it is precluded from using pursuant to this
Agreement.

RALSTON PURINA COMPANY                      PURINA MILLS, INC.



By:    /s/ F.J. Cornwell, Jr.               By:   /s/ H.D. McCarty
    -------------------------                  --------------------------------
    Name:  F.J. Cornwell, Jr.                  Name:  H.D. McCarty
    Title:  Vice President                     Title:  Vice President



                                            BP NUTRITION LIMITED



                                            By:   /s/ P.C. Mostyn
                                              ---------------------------------
                                               Name:  P.C. Mostyn
                                               Title:  Vice President





                                      -14-