-20-

                   TECHNOLOGY TRANSFER AND LICENSE AGREEMENT
                   =========================================

          This  Technology  Transfer  and  License  Agreement  (hereinafter
"Agreement")  is  effective  as  of  April  1,  1998,  and  is  by and between
Agribrands  International,  Inc.,  a Missouri corporation having its principal
place  of  business  at  9811 South Forty Drive, St. Louis, Missouri 63124 and
Ralston  Purina  Company, a Missouri corporation having its principal place of
business  at  Checkerboard  Square,  St.  Louis,  Missouri  63164.

                               WITNESSETH THAT:

          WHEREAS,  Ralston  and  Agri have simultaneously with this Agreement
entered  into a separate agreement and plan of reorganization ("Reorganization
Agreement"  as  defined  in  Section  1.18  below);
          WHEREAS,  this  Agreement  is  entered  into in conjunction with the
Reorganization  Plan  to  achieve  the  goals of the Reorganization Agreement;
          WHEREAS,  Ralston  is  the owner and/or licensee of certain valuable
technical  information  and  know  how  including,  but  not  limited  to,
confidential,  proprietary  and/or  trade  secret  manufacturing,  production,
marketing,  distribution and sales information relating to Agricultural animal
feeds,  Agricultural  animal  products  and various other Agricultural related
products;
          WHEREAS,  Agri  desires to license certain confidential, proprietary
and  trade secret manufacturing, production, marketing, distribution and sales
information  relating  to  Agricultural  animal  feeds,  Agricultural  animal
products  and  various  other  Agricultural  related  products  from  Ralston;
          NOW,  THEREFORE,  in  consideration  of  the foregoing recitals, the
mutual  covenants,  promises,  agreements, representations and obligations set
forth  herein,  and for other good and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged, and intending to be legally
bound,  the  parties  hereto  agree  as  follows:

<PAGE>
------

Article  1  -  Definitions
--------------------------
     1.1          An Affiliate of Ralston or Agri shall mean any person and/or
entity  that  directly,  or  indirectly  through  one  or more intermediaries,
controls,  or  is controlled by, or is under common control with the person or
entity  specified.
     1.2          Agri  shall  mean Agribrands International, Inc., a Missouri
corporation  having its principal place of business at 9811 South Forty Drive,
St.  Louis,  Missouri  63124.
     1.3        Agri business shall mean the businesses transferred to Agri by
Ralston under and pursuant to the Reorganization Agreement as of the Effective
Date  as  defined  in  said  Reorganization  Agreement.
     1.4          Agri  Products shall mean all products formulated to provide
nourishment  to or care of horses (whether or not agricultural), laboratory or
zoo  animals  (but  not  including PET PRODUCTS sold to such institutions) and
agricultural  animals  (whether terrestrial, aquatic, or aviary), including by
way  of  illustration,  but  not  limitation, commercial livestock; commercial
poultry;  fish,  reptiles  or  shellfish  raised  in  commercial  aquaculture
facilities;  rabbits  raised  for commercial purposes; animals raised for fur;
wild  or  game  birds;  and  services for the care and feeding of such animals
(collectively  "Agri  Animals").    Except  as  provided  elsewhere  in  this
Agreement,  AGRI  PRODUCTS shall also include accessories, health products and
services  for  the care and feeding of horses, zoo animals, laboratory animals
and AGRICULTURAL animals.  Agri Products shall include, but not be limited to,
the  following  products  and  services  only  for  Agri  Animals:
          (a)     products and services for breeding, feeding, and health care
of  Agricultural  animals;
          (b)       extraction, collection, processing, packaging, and storage
of  Agricultural  animal  products;
          (c)          Agricultural  pharmaceuticals,  antibiotics,  wormers,
disinfectants  ,  pesticides,  herbicides,  insecticides,  rodenticides,  and
fungicides;
          (d)          Agricultural  feeders,  embryos,  live animals, larvae,
aquaculture,  hydroponic  and  aeration  equipment;
          (e)        Agricultural animal end-use products (e.g., hams, cheese,
eggs)  other  than  products  for  pets;  and
               (f)          products  and services related to the provision of
methods, systems, and techniques for the development, production, application,
and  utilization  of the Agri Products described in sections (a) - (e) of this
Section  1.4  such  as  farm  and  Agricultural  management services, farm and
Agricultural  computer  programs and software, farm and Agricultural financial
services,  soil  analysis,  and  non-pet  related  veterinary  services.
The  term  Agri  Products expressly excludes any and all Pet Products  and any
and  all  other  products  other  than  AGRI  PRODUCTS.
     1.5        Agri Technical Information and Know-how shall mean any and all
information  owned by Ralston, or licensed from third-parties by Ralston under
which  Ralston  has the right to sub-license and/or assign such license rights
(subject  to Agri obtaining any required consent from any such third-parties),
including  confidential,  proprietary  and/or  trade  secret  know-how,
manufacturing,  research,  and  other  technical  information,  that  is being
exclusively used, has been exclusively used, and/or which is being exclusively
developed,  by the Agri Business and is not being used by the Ralston Business
as  of the Effective Date.  Agri Technical Information and Know-How shall only
include,  and  be  limited  to,  trade  secrets,  know-how, research and other
technical information which are directly related to the development, research,
manufacturing,  marketing,  distribution,  sale  and/or  production  of  Agri
Products.
     1.6     Agricultural shall mean for a purpose primarily connected to: (i)
the  raising  of  livestock or poultry for the production of meat, milk, eggs,
fur  or  skin;  or as beasts of burden; (ii) the cultivation of soil; or (iii)
the  harvesting  of  crops.
     1.7       Assignment Agreement shall mean the Assignment Agreement having
an  effective  date  of  December  2, 1997 by and between Protein Technologies
International,  Inc.,  and  Ralston,  attached hereto as Schedule A, as it may
have  been  amended  and  modified  as  of  the  Effective  Date.
     1.8          Effective  Date  shall  mean the date set forth in the first
paragraph  of  this  Agreement  upon  which this Agreement is to be effective.
     1.9          Expressly  Excluded  Technology  shall  mean  any  and  all
confidential,  proprietary  and/or  trade  secret  information,  formulations,
specifications,  technology,  know-how,  development, research, manufacturing,
production,  and  other  technical information identified on or referred to by
Schedule  B  attached  hereto  and  incorporated  herein  by  this  reference.
     1.10          Other  Restrictions  shall  mean  any and all restrictions,
prohibitions,  non-compete provisions, and the like, contained in Article V of
the  Reorganization  Agreement.
     1.11          Permitted  Pet  Foods  shall  mean:
          (a)      not more than one (1) brand of dry dog food, which shall be
formulated  to  provide  sufficient  nutritional properties as are then deemed
adequate  to  maintain  an  adult  dog  under  standards  promulgated  by  the
Association  of  American  Feed  Control Officials ("AAFCO"), which in no case
shall  contain  more  than  18%  protein  and 8% fat (both as reflected in the
guaranteed  analysis  or  average analysis), which shall be formulated so that
the  top  three  (3)  ingredients  of the ration are not animal-, poultry-, or
fish-based  protein  ingredients,  and  which  shall  possess  a  calculated
metabolizable  energy  ("CME")  of no more than 3500 kilocalories per kilogram
("KCal/Kg");
          (b)       not more than one (1) brand of dry puppy food, which shall
be  formulated to provide sufficient nutritional properties as are then deemed
adequate for the growth of puppies under standards promulgated by AAFCO, which
shall  in  no  case contain more than 22% protein 9% fat (both as reflected in
the  guaranteed  analysis  or  average analysis), which shall be formulated so
that  the top three (3) ingredients of the ration are not animal-, poultry- or
fish-based  protein ingredients, and which shall possess a CME of no more than
3700  KCal/Kg;  and
          (c)      not more than one (1) brand of dry cat food, which shall be
formulated  to  provide  sufficient  nutritional properties as are then deemed
adequate  to maintain an adult cat under standards promulgated by AAFCO, which
shall  in no case contain more than 28% protein and 10% fat (both as reflected
in  the guaranteed analysis or average analysis), which shall be formulated so
that  the  top  three  ingredients of the ration are not animal-, poultry-, or
fish-based  protein ingredients, and which shall possess a CME of no more than
3600  KCal/Kg.
     1.12     Pet Products shall mean products for and services related to the
nourishment  or  care  of  pets  other  than  horses,  including,  by  way  of
illustration,  but not limitation, dogs, cats and other small pet animals such
as  birds,  reptiles,  guinea  pigs,  white  mice,  and  ornamental fish.  Pet
Products  include,  but  are  not  limited  to,  pet and pet-related food, pet
snacks,  nutritional  products,  accessories,  care and/or health products and
services  for  the care and feeding of pets.  Pet accessories, pet-care and/or
pet  health  products  include,  but  are  not limited to, pet and pet-related
litter,  rawhides, bedding, vitamins/minerals, flea and tick-control products,
shampoos  and  grooming accessories, bird food (but not wild-bird or game-bird
food),  leashes,  collars,  toys  and  other  accessories  (e.g.  aquarium
accessories).    Pet  Products  also  include pet and pet-related products for
purchase  or  use by breeders, small-animal veterinarians, police, military or
guard-dog  forces  and  zoos.   Pet Products also include any food for dogs or
cats other than food formulated specifically for laboratory dogs or laboratory
cats.    Any one of the Pet Products shall be referred to in this Agreement as
Pet  Products.
     1.13        Principal Competitor shall mean a person which has, or has an
Affiliate  which  has,  ten  percent  (10%)  or more of dollar sales volume or
dollar  market  share  as  measured  by  A.C.  Nielsen,  Euromonitor, or other
generally  recognized data research company (or, in the event such data is not
available, then as reasonably determined by Ralston), in any country in any of
the following product categories:  dog food, cat food, pet litter, pet snacks,
or  any  other  product manufactured or sold by the Ralston business or one or
more  of  Ralston's  Affiliates.    Notwithstanding  the  foregoing, Principal
Competitor  shall  also  include,  but not be limited to, Nestle, Mars, Heinz,
Iams,  Colgate-Palmolive  and/or Hill's Pet Nutrition, Doanes, Nutro, Dalgety,
Cargill,  Royal  Canin,  Greens,  and  any  of  its  and/or  their Affiliates.
     1.14          Purina Mills Technology Agreement shall mean the Technology
Agreement  having  an  effective date of October 3, 1986 by and between Purina
Mills,  Inc.  and  Ralston,  attached  hereto  as Schedule C, and incorporated
herein  by  this reference, as it may have been amended and modified as of the
Effective  Date.
     1.15          "Ralston"  shall  mean  Ralston  Purina Company, a Missouri
corporation having its principal place of business at Checkerboard Square, St.
Louis,  Missouri  63164.
     1.16     Ralston business shall mean the businesses of Ralston other than
the  Agri  business.
     1.17       Ralston Designed shall mean all information which qualifies as
Proprietary  Information  hereunder  and  which  relates  to  the  research,
development,  design,  manufacture,  processes,  formulations, specifications,
methods, technology, and the like, created, developed, generated, or otherwise
produced  by  Ralston  (including,  but  not  limited  to, Ralston's officers,
directors,  employees,  agents,  representatives, and independent contractors)
prior  to  the  Effective  Date.
     1.18        Reorganization Agreement shall mean the Agreement and Plan of
Reorganization dated as of April 1, 1998, by and among Ralston Purina Company,
Ralston  Purina  International  Holding  Company,  Inc.,  and  Agribrands
International,  Inc.
     1.19     Shared Technical Information and Know-How shall mean any and all
information  owned by Ralston, or licensed from third parties by Ralston under
which  Ralston  has the right to sub-license and/or assign such license rights
(subject  to Agri obtaining any required consent from any such third-parties),
including  confidential,  proprietary  and/or  trade  secret  know-how,
manufacturing,  research,  and  other  technical  information, that, as of the
Effective  Date:    (i)  has  been  used  by  and/or is being used by the Agri
Business  for  anything  other than Pet Products; and which also (ii) has been
used  by,  is  being  used  by,  and/or  is  in  the possession of the Ralston
business.   The parties understand and agree that certain Ralston Designed dry
extrusion  technology  and  Ralston  Designed  pellet  milling technology fall
within  the scope of Shared Technical Information and Know-How.  However, with
respect  to  the  Ralston  X4  and  Ralston  X4X  extrusion  technology,  Agri
acknowledges,  understands  and  agrees  that  it  may  only use:  (i) the one
Ralston  X4X extruder which is in place in Buga, Colombia, as of the Effective
Date,  in  Buga,  Colombia,  and  nowhere  else;  and  (ii) the two Ralston X4
extruders  which  are in place in Songtan, Korea, and in Strathroy, Canada, as
of  the  Effective  Date,  in  Songtan,  Korea,  and in Strathroy, Canada, and
nowhere  else;  and that Agri shall have no right to, and shall not, employ or
in  any  way  use any other Ralston X4X and/or X4 extruders and/or Ralston X4X
and/or  X4  extruder  technology.
     1.20          Territory  shall mean the entire world excluding the United
States  and  its  territories and possessions, except that the Territory shall
include  Puerto  Rico.

Article  2  -  Grants  and  Licenses
------------------------------------
     2.1        Ralston hereby transfers and assigns to Agri the entire right,
title  and  interest  that it has, if any, in and to the patents identified on
Schedule  D  attached  hereto, to be held and enjoyed by Agri, its successors,
and  assigns,  as  fully  and  entirely  as  the same would have been held and
enjoyed  by  Ralston  had this transfer and assignment not been made.  Ralston
agrees  to  reasonably  cooperate  with Agri, at Agri's sole cost and expense,
including  the execution of necessary recordation documents, in recording this
assignment  in  the  appropriate  patent  offices.
     2.2     Subject to Section 2.2(c), Ralston hereby grants to Agri, subject
to  the  terms,  provisions  and  conditions of this Agreement, the following:
          (a)     a perpetual, royalty-free, exclusive license to utilize, for
any purpose whatsoever (expressly subject to the Other Restrictions), the Agri
Technical  Information and Know-How only in the Territory. Agri shall have the
right  to  sub-license the Agri Technical Information and Know-How licensed to
it under this Section 2.2(a) only in and for use in the Territory, and nowhere
else,  only so long as any such sub-licensees first expressly agree in writing
to  be  bound  by  and  to  comply  with  the  Other Restrictions and the same
confidentiality  and use restrictions as Agri has agreed to be bound by and to
comply  with  under  Article  5  below;
          (b)      a perpetual, royalty-free, non-exclusive license to utilize
the  Shared  Technical  Information and Know-How only in the Territory only to
develop,  make,  have  made,  use, and sell any products or services expressly
excluding  Pet  Products  (expressly subject to the Other Restrictions).  Agri
shall  have  the  right  to  sub-license  the Shared Technical Information and
Know-How  licensed  to it under this Section 2.2(b) only in and for use in the
Territory, and nowhere else, for any purpose except the production and sale of
Pet  Products; only so long as any such sub-licensees first expressly agree in
writing  to be bound by and to comply with the Other Restrictions and the same
confidentiality  and use restrictions as Agri has agreed to be bound by and to
comply  with  under  Article  5  below;
          (c)       The licenses and rights to sub-license granted in Sections
2.2(a) and 2.2(b) shall be subject in all cases to the following:  (i) no such
license  or  right  to  sub-license  shall  be  granted  to  the  extent it is
inconsistent  with  or not permitted by the original license or other grant of
rights  to  RALSTON;  (ii)  no  such  license  or  right  to  sub-license  (or
sub-license  by  AGRI)  shall  be  granted  to  the  extent consent thereto is
required  under  the  original license or other grant of rights to RALSTON and
such  consent  has  not  been  received;  (iii)  no  such  license or right to
sub-license  shall  be  granted  to  the extent it is inconsistent with or not
permitted  by,  and  any such license or right to sub-license shall be subject
to:    (1)  the  rights  granted to Purina Mills, Inc., under the Purina Mills
Technology  Agreement;  (2)  the  rights  granted  to  Protein  Technologies
International,  Inc.,  under  the  Assignment  Agreement; and/or (3) the Other
Restrictions  under  Article  V  of  the  Reorganization  Agreement.
          (d)        It is understood, acknowledged and agreed that so long as
Agri  and  any permitted sub-licensees fully comply with the applicable terms,
conditions  and  provisions  of this Agreement, and any authorized sub-license
agreements,  including,  but  not  limited  to,  the  confidentiality  and use
restrictions set forth in Article 5 below, Agri shall have the sole discretion
as  to  whether,  to  whom,  and  under  what  terms  and  conditions, it will
sub-license  the  rights  granted  it  under  Sections  2.2(a) and (b) herein.
     2.3          Agri  acknowledges  and  agrees  that  it will not grant any
sub-licenses  as  permitted  under Section 2.2 above unless and until any such
proposed  sub-licensee  agrees  in  writing  to the termination provisions set
forth  in  Section  9.2  of  this  Agreement  and  to  the  following:
          (a)      to be bound by and comply with the same confidentiality and
use  restrictions  as  Agri  has  agreed to be bound by under Article 5 below;
          (b)          to  be bound by and comply with the Other Restrictions;
     (c)          upon  the  termination  and/or expiration of any sub-license
agreement,  cease  any  and  all  use  of  the  Agri Technical Information and
Know-How  and  Shared  Technical  Information  and  Know-How which constitutes
Proprietary Information as defined herein and return any and all documents and
things  embodying  or  containing  any  such  Proprietary Information to Agri.
     2.4         Agri acknowledges and agrees that it presently has within its
custody,  possession  and/or control all of the Agri Technical Information and
Know-How  and  Shared  Technical Information and Know-How licensed to it under
this  Article  2,  and  Ralston  acknowledges  and  agrees  that Agri shall be
entitled  to  retain  all  such  information  in its possession subject to the
confidentiality  and  Other  Restrictions  set  forth  herein  and  in  the
Reorganization  Agreement.    However,  the parties acknowledge and agree that
Agri  and/or  the  Agri  Business  shall, within one hundred eighty (180) days
after  the  Effective  Date,  conduct  an  audit  and  identify any and all of
Ralston's  Proprietary  Information  not  licensed  to it under this Agreement
including,  but not limited to, any Expressly Excluded Technology, that it has
within  its possession and/or control, and shall:  (i) return any and all such
documents,  materials,  media,  or  the  like, to Ralston; and/or (ii) provide
Ralston  with  a  written  certification,  signed  by  an  officer  of  Agri,
representing and warranting that all such documents, materials, media, and the
like,  embodying  or  reflecting  any  such  information  has  been destroyed.
Subsequent  to the Effective Date, in the event Agri and/or Ralston learn that
Agri  possesses  any  of  Ralston's Proprietary Information not licensed to it
under  this  Agreement  including,  but not limited to, any Expressly Excluded
Technology,  Agri  shall  immediately  return  any  and  all such information,
documents  and  materials  to  Ralston.
     2.5          Agri understands, acknowledges and agrees that it will fully
comply  with  and  be  bound  by  the  terms, provisions and conditions of the
Assignment  Agreement and the Purina Mills Technology Agreement including, but
not limited to, Ralston's obligations and duties thereunder and, further, that
Agri will not take any actions, or fail to take any actions, which would cause
Ralston  to  be  in  default  and/or breach of any of the terms, provisions or
conditions  of  the  Assignment  Agreement  and/or the Purina Mills Technology
Agreement.

Article  3  -  Reservations  &  Exclusions
------------------------------------------
     3.1      Agri understands, acknowledges and agrees that Ralston expressly
reserves,  and  does  not  grant  to Agri, either expressly or implicitly, any
right,  title  or  interest  to  utilize,  employ,  disclose,  disseminate,
distribute,  make, license, sell, or export any Expressly Excluded Technology.
     3.2       Ralston understands, acknowledges and agrees that to the extent
Agri may have or obtain the ability to use Agri Technical Information and Know
How  in  conjunction  with  publicly  available  information  or  information
rightfully  obtained  from third-parties, without the use or benefit of any of
Ralston's Proprietary Information and/or any Expressly Excluded Technology, to
develop,  market,  distribute  and sell Permitted Pet Foods in accordance with
the  terms  of Article 5 of the Reorganization Agreement, this Agreement shall
not  prevent  or  preclude  such  conduct.
     3.3        Ralston understands, acknowledges and agrees that it shall not
have any right to grant any new licenses to any other persons or entity, on or
after  the  Effective  Date,  of  any  of  the  Agri Technical Information and
Know-How  anywhere  for  any  purpose.
     3.4        Ralston understands, acknowledges and agrees that it shall not
have  any right to license to any other persons or entity in the Territory, on
and  after  the  Effective  Date,  any of the Shared Technical Information and
Know-How  for  the  development, use, production, manufacture,   distribution,
marketing  or  sale  of  Agri  Products.
     3.5        Agri understands, acknowledges and agrees that Ralston has not
made  any,  makes  no, and expressly disclaims any and all, representations or
warranties  (and  Agri  expressly waives and releases Ralston from any and all
representations or warranties), express or implied, regarding Ralston's and/or
Agri's  right  to  make,  use, offer for sale, license, and/or sell any of the
rights  transferred,  granted  and/or  licensed  to Agri under this Agreement,
and/or  any  goods  and/or  services  employing any of the rights transferred,
granted  and/or  licensed  to  Agri  under  this Agreement, including, but not
limited  to,  any  implied  warranties  of  title,  claims of superior rights,
infringement,  right  to  use,  or the like, in or to any of the technology or
information  transferred  or  licensed under this Agreement including, but not
limited  to:    (i) the patents identified on Schedule D attached hereto; (ii)
the Agri Technical Information and Know-How; and/or (iii) the Shared Technical
Information  and  Know-How.
     3.6      Agri understands, acknowledges and agrees that in no event shall
Ralston  be  liable  to Agri, any permitted sub-licensee under this Agreement,
and/or  any  other  persons  or entities, regardless of the form of a cause of
action,  whether  in  contract,  tort  or  under a statute, including, but not
limited  to,  negligence,  strict  liability, product liability, environmental
liability,  patent  infringement, misappropriation of trade secrets, copyright
infringement,  unfair competition, or the like, which in any way arises out of
and/or  is  related  to Agri's, any permitted sub-licensee's, and/or any other
person's  and/or  entity's,  manufacture, use, offer for sale, license, and/or
sale  of  any of the rights transferred, granted and/or licensed to Agri under
this  Agreement,  and/or any goods and/or services employing any of the rights
transferred,  granted  and/or  licensed  to  Agri  under  this  Agreement.
     3.7          The terms and provisions of Sections 3.5 through 3.7 of this
Article  3  shall  survive the termination and/or expiration of this Agreement
for  any  reason.

Article  4  -  Assignment  of  Technology  Agreements
-----------------------------------------------------
     4.1      (a)     Ralston agrees, upon the receipt of a written request by
Agri, to use commercially reasonable efforts, at Agri's sole cost and expense,
to  seek  to secure any required consent of third-parties for Agri to obtain a
sub-license  from  Ralston  to use any Agri Technical Information and Know-How
and  Shared  Technical  Information and Know-How (which is licensed by Ralston
from  a  third-party)  only  for  Agri's  use,  production,  manufacture,
distribution,  marketing,  and  sale  of  Agri  Products  in  the  Territory.
          (b)     Subject to and upon Ralston's receipt of the written consent
of  any  such  third-parties, as contemplated under Section 4.1(a) above, Agri
hereby  agrees  to  assume,  assumes, agrees to be bound by, conform with, and
undertakes  to  be  obligated  to  perform  each and every term, covenant, and
condition  contained  in  any  such license agreements between Ralston and any
such third-party in which Agri is granted a sub-license to use any such Shared
Technical  Information  and  Know-How.
          (c)         Upon effectuation of a sub-license agreement to Agri, as
contemplated  under  Sections  4.1(a)  above,  if  any, Agri agrees to defend,
indemnify,  and  hold  Ralston  harmless  from and against any and all claims,
actions,  suits,  demands,  obligations,  investigations,  causes  of  action,
judgments,  losses,  damages,  costs, and expenses (including, but not limited
to,  attorneys'  and  expert  witness fees), arising out of or relating to any
activities, omissions, and/or breaches which occur subsequent to the Effective
Date  and which could have, may have, and/or which are brought against Ralston
and/or  Agri  for  alleged  or  actual  breaches of any of the obligations and
duties  assumed  and/or  undertaken  by  Agri  under  any  such  sub-license
agreement(s).

Article  5  -  Confidentiality
------------------------------
     5.1          Subject  to  the  provisions  of Section 5.9 below, the term
"Proprietary Information" shall mean and include only:  (i) the Agri Technical
Information  and Know-How; (ii) the Shared Technical Information and Know-How;
(iii)  the  Expressly Excluded Technology; and (iv) any other information that
the  parties hereto agree in writing to designate as "Proprietary Information"
under  this  Agreement.
     5.2          Agri acknowledges, understands and agrees, and any permitted
sub-licensees  shall  agree,  that: (i) Ralston has expended substantial time,
money  and effort researching and developing its Proprietary Information; (ii)
the  Proprietary  Information  provides  it  with  a  significant  competitive
advantage  in  the  marketplace;  (iii)  the  Proprietary  Information  is
confidential,  proprietary  and  trade  secret  information;  (iv)  if  the
Proprietary  Information  was  disclosed  or  misused,  Ralston  would  suffer
substantial  irreparable harm and likely lose its competitive advantage in the
marketplace;  (v)  as of the Effective Date, agri is not aware of any facts or
allegations which would, in any way or manner, compromise the confidentiality,
propriety  and  trade secret status of any of the Proprietary Information; and
(vi)  Agri will not make any use of any portion of the Proprietary Information
in  a  manner  inconsistent  with  the  provisions  of  this  Agreement.
     5.3        Agri agrees, and any permitted sub-licensees shall agree, that
they  will  each  use commercially reasonable security measures and efforts to
ensure that the Proprietary Information is kept and retained in confidence and
secret;  however,  in  no event shall the degree of care exercised by Agri, or
any  permitted sub-licensee, be any less than the degree of care it employs to
maintain  and  protect  the  confidentiality  of  its  own  confidential  or
proprietary  information.
     5.4     Agri agrees, and any permitted sub-licensees shall agree, that it
will not disclose or reveal to any other person or entity (except as permitted
herein  and  to  the extent required or permitted pursuant to the terms of the
Purina  Mills  Technology  Agreement and/or the Assignment Agreement, the Agri
Technical  Information and Know-How which qualifies as Proprietary Information
subject  to  the  provisions  of  Section  5.9.
     5.5     Agri agrees, and any permitted sub-licensees shall agree, that it
will not disclose or reveal to any other person or entity (except as expressly
permitted  herein)  the  Shared  Technical Information and Know-How and/or the
Expressly  Excluded  Technology,  which  qualifies  as Proprietary Information
subject  to  the  provisions  of  Section 5.9.  Agri agrees, and any permitted
sub-licensee  shall  agree,  that  it  will only disclose the Shared Technical
Information and Know-How which qualifies as Proprietary Information subject to
the  provisions  of  Section  5.9  to  its  employees,  agents,  officers, and
directors  which  have  a need to know such information in connection with the
purpose  of  any  licenses  granted  Agri  herein  and, further, that prior to
disclosing any Proprietary Information to any such persons it will require any
such  employees,  agents,  officers,  and  directors to agree in writing to be
bound  by  and  comply  with  the confidentiality and use restrictions of this
Article  5  to  the  same  extent  Agri  is  obligated  herein.
     5.6          Agri  agrees, and any permitted sub-licensees will agree, to
promptly notify Ralston of any unauthorized use of any Proprietary Information
to  the extent Agri or a sub-licensee learns or otherwise becomes aware of any
unauthorized  use  and  to  reasonably  cooperate with Ralston in pursuing and
protecting  its  legal  rights  in  regard  to  such  unauthorized  use.
     5.7        In the event of a breach or threatened breach of any of Agri's
and/or  any  permitted  sub-licensee's  confidentiality duties and obligations
under  the  terms and provisions of this Article 5, Ralston shall be entitled,
in  addition  to any other legal or equitable remedies that it may be entitled
to  (including  any  rights  to  damages  that  it  may suffer), to temporary,
preliminary  and  permanent  injunctive  relief  restraining  such  breach  or
threatened  breach.
     5.8      Prior to disposing of any documentation, media, software, or the
like,  containing  or reflecting any Proprietary Information, Agri agrees, and
any  permitted  sub-licensees  shall  agree,  that  it  will  first  destroy,
obliterate,  and/or  otherwise remove any and all Proprietary Information from
such  materials.    Prior  to  disposing  the X4X extruders, AGRI shall notify
RALSTON  in  writing  and request what, if any, alterations need to be made to
said  extruders  to remove any PROPRIETARY INFORMATION prior to their disposal
and  AGRI  shall  make such alterations prior to said disposal.  RALSTON shall
respond  to  AGRI  within  thirty  (30)  days  of  the receipt of said notice.
     5.9          Notwithstanding  any  other  provision  of  this  Agreement,
information shall not be considered to be Proprietary Information, and neither
party  shall  have  any obligations respecting, nor be liable for, the use and
disclosure  thereof,  if  the  party  alleging  that  such  information is not
confidential,  proprietary  and/or  a  trade  secret  can  prove  that  the
information:  (a)  was  known  to  the  trade  or  public at the time that the
information  was  disclosed to it; or (b) is or becomes generally known to the
trade  or  public  through  no  fault on the recipient party's part; or (c) is
independently  generated  after the Effective Date by employees of a party, or
on  its  behalf by its agents, contractors, or consultants, without the use or
benefit  of  any  Proprietary  Information;  or  (d) is legally required to be
disclosed  by  Agri  under  non-confidential  circumstances  pursuant to legal
process  only  so  long  as  Agri:  (i) first provides Ralston with reasonable
advance  written  notice  of  any  such impending disclosure and/or service of
legal  process;  and  (ii)  Agri  takes all necessary steps to ensure that the
Proprietary  Information  retains  its  confidential  status  through  the
implementation  of,  among  other  things, the use and/or entry of appropriate
confidentiality  agreements  and  protective  orders.
     5.10     It is understood and agreed that nothing in this Agreement shall
preclude  Ralston from licensing its Shared Technical Information and Know-How
and/or  the  Expressly  Excluded  Technology to any other persons or entities,
except  that  Ralston  shall  not  license  Shared  Technical  Information and
Know-How  in connection with the manufacture or production of Agri Products in
the  Territory.
     5.11          All  of  the  provisions  of  this  Article  5  regarding
confidentiality  shall  survive  the  expiration  and/or  termination  of this
Agreement.

Article  6  -  Indemnification
------------------------------
     6.1     Subject to Section 6.2, Agri agrees to defend, indemnify and hold
Ralston  and  its  Affiliates  and  their  respective  officers,  directors,
employees,  agents,  successors  and assigns harmless from and against any and
all  claims,  demands,  actions, causes of action, judgments, losses, damages,
costs,  and  expenses  (including,  but  not limited to, attorneys' and expert
witness  fees),  arising  out of or relating to: (i) the breach by Agri of any
material  warranty,  representation,  covenant, commitment or undertaking made
hereunder;  (ii) any act or omission of Agri; (iii) any allegation relating to
the  production, manufacture, marketing, advertising, promotion, distribution,
use,  offer  for  sale, or sale of any goods and/or services by Agri and/or on
Agri's  behalf  including, but not limited to, Agri Products; (iv) any and all
alleged  negligent  acts,  fraud  or  omissions  of  or by Agri, its officers,
directors,  employees,  agents, independent contractors, and/or sub-licensees,
in  connection  with  the  production,  manufacture,  marketing,  advertising,
promotion,  distribution,  use,  offer  for  sale, or sale of any goods and/or
services  including,  but  not  limited  to,  Agri  Products;  (v) any and all
allegations  relating  in  any  way or manner to products liability, defective
goods,  failure  to  warn, environmental law, or the like, as applied to goods
and/or  services  produced,  manufactured,  marketed,  advertised,  promoted,
distributed,  used, offered for sale, or sold by or on behalf of Agri; or (vi)
Agri's  alleged or actual failure to comply with any governmental and/or other
laws,  statutes,  ordinances,  rules,  and/or  regulations.
     6.2     Notwithstanding the foregoing, Agri shall not have any obligation
to  indemnify  Ralston  for  a  single  claim,  action, suit, demand, cause of
action,  judgment,  loss,  damage,  cost,  and/or  expense (including, but not
limited  to,  attorneys'  and  expert  witness fees), which has a total damage
value  of  less  than  Ten  Thousand  Dollars  $10,000.

Article  7  -  Assignability
----------------------------
     7.1          Ralston  shall have the right to transfer some or all of its
rights  and  obligations under this Agreement, either by affirmative act or by
operation  of  law,  by  share  ownership or otherwise, without the consent of
Agri.  Neither  Agri nor any of its Affiliates or sub-licensees shall have the
right to transfer all or part of its or their rights or obligations under this
Agreement,  either  by  affirmative  act  or  by  operation  of  law, by share
ownership,  or  otherwise,  except  with the prior written consent of Ralston,
which  consent  will  not  be unreasonably withheld.  Ralston may withhold its
consent  in  situations  where  to do so would be reasonable.  Such situations
include, but are not limited to, Ralston withholding consent to Agri's, and/or
any  of  its  Affiliates'  or  sublicensees',  proposed transfer of rights and
obligations  under this Agreement to a transferee who would acquire rights for
a  territory covering less than a continent (e.g., Africa, Europe, Asia), or a
proposed  transfer of any of its rights hereunder to a Principal Competitor of
Ralston  anywhere  in the world.  "Transfer" as used in this Section 7.1 shall
mean: (a) the transfer, assignment, or conveyance (by any means including, but
not limited to, operation of law) of all or part of Agri's interest in, to, or
under this Agreement or its rights or obligations hereunder; and/or (b) to one
or  more  third-party(ies)  other  than  a  Principal  Competitor  acquiring,
purchasing,  and/or  gaining  (by  any  means  including,  but not limited to,
operation of law) a voting, profits or equity interest of twenty percent (20%)
or  more  in  Agri;  and/or (c) if to a Principal Competitor acquiring (by any
means  including,  but not limited to operation of law) any voting, profits or
equity  interest  of  ten  percent  (10%)  or  more.

Article  8  -  Notice
---------------------
     8.1        All notices, requests, demands, and other communications under
this  Agreement  or in connection therewith shall be given to or made upon the
respective  parties  hereto  as  follows:
     Ralston                                                  Agri
     -------                                                  ----
     Ralston  Purina  Company                   Agribrands International, Inc.
     Checkerboard  Square                              9811 South Forty Drives
     St.  Louis,  Missouri    63164                 St. Louis, Missouri  63124
     Attn:    General  Counsel                          Attn:  General Counsel

or  to  such  other  address,  and  to the attention of such other officers or
persons  as each of the parties hereto may specify by notice in writing to the
other.
     8.2     All notices, requests, demands, and other communications given or
made  in  accordance with the provisions of this Agreement shall be in writing
and  by  certified or registered mail, and if received shall be deemed to have
been  given  when  deposited  in  the  United  States  mail,  postage prepaid.

Article  9  -  Termination
--------------------------
     9.1      In the event Agri shall commit a material breach of any material
term,  provision  or condition of this Agreement, this Technology Transfer and
License  Agreement shall be terminable upon ninety (90) days written notice by
Ralston  to  Agri.  Such termination shall become effective unless: (i) within
that  ninety  (90)  day  period  Agri  has  initiated and is taking reasonable
measures  to remedy such breach to the reasonable satisfaction of Ralston; and
(ii)  such  breach has been remedied to the reasonable satisfaction of Ralston
within  one  hundred eighty (180) days following such notice.  This Technology
Transfer and License Agreement shall also be terminable by Ralston upon ninety
(90)  days  written  notice  by  Ralston  to  Agri  in the event Agri Products
attempts  or  seeks  to assign, convey and/or transfer all or any part of this
Technology  Transfer  and License Agreement in any way or manner other than as
provided in Article 7 above.  Any termination shall not prejudice any cause of
action  or  claims  of Ralston accrued or to accrue on account of any material
breach  or  default  by  Agri.
     9.2       Agri acknowledges and agrees that it will immediately terminate
any and all permitted sub-license agreements under this Agreement in the event
any  such  sub-licensee  materially  breaches  any  such sub-license agreement
including,  but  not  limited  to, the terms or provisions requiring that such
sub-licensee be bound by and comply with the terms and provisions of Article 5
herein, and fails to cure any such breach, if curable, within thirty (30) days
after  said breach.  Each sub-license agreement shall permit such termination.

Article  10  -  Miscellaneous  Provisions
-----------------------------------------
     10.1       Technical Services Agreements.  Agri understands, acknowledges
                ------------------------------
and  agrees  that  any  and  all  licenses and/or technical service agreements
previously  entered  into between Ralston and/or Ralston International Service
Corporation,  on  the one hand, and the Agri Business, on the other, shall be,
at  a  minimum, amended to conform to be consistent with the terms, provisions
and  conditions  of this Agreement.  In the event any of the terms, provisions
and  conditions of any licenses and/or technical service agreements previously
entered into between Ralston and/or Ralston International Service Corporation,
on  the  one  hand,  and the Agri Business, on the other, differ in any manner
whatsoever,  the  terms,  provisions  and  conditions  of this Agreement shall
govern.
     10.2       RALSTON and Ralston International Service Corporation "RISCO".
                -------------------------------------------------------------
Agri  understands,  acknowledges and agrees that because Ralston International
Service  Corporation  ("RISCO") will become an Affiliate of Agri in accordance
with  the  terms  and  provisions of the Reorganization Agreement, any and all
license  agreements, technical service agreements, and/or the like, which were
entered  into  between  Ralston  and  RISCO prior to the Effective Date, which
granted  RISCO  any  license  rights to RISCO, or which otherwise permitted or
allowed  RISCO, to use or in any way employ any Expressly Excluded Technology,
such  rights,  permissions  and/or  allowances  are  hereby  terminated.
     10.3      Legal Enforceability.  Any provision of this Agreement which is
               --------------------
prohibited  or  unenforceable  in  any  jurisdiction  shall,  as  to  such
jurisdiction,  deemed  automatically  amended so that it is enforceable to the
maximum  extent  permissible  under  the  laws  of  that  jurisdiction without
invalidating  the  remaining  provisions  hereof.    Any  such  prohibition or
unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render
unenforceable  such  provision  in  any  other  jurisdiction.    Each  party
acknowledges  that  money damages would be an inadequate remedy for any breach
of  the  provisions  of  this Agreement and agrees that the obligations of the
parties  hereunder  shall  be  specifically  enforceable.
     10.4      The waiver of any breach or non-enforcement of any provision of
this  Agreement  shall not be a waiver of future compliance or a waiver to the
provisions  hereof.
     10.5          Dispute  Resolution.
                   -------------------
     (a)          If any question or dispute shall arise in regard to: (i) the
interpretation  of  any  provision  of  this  Agreement; or (ii) the rights or
obligations  of  either  party hereunder; or (iii) in the event any dispute(s)
shall  arise  between  the  parties  hereto which otherwise relate to or arise
under  this  Agreement, whether based on contract, tort, statute or otherwise,
(hereinafter  collectively  "Disputes"), such questions and disputes shall, in
the  first instance, be exclusively governed by and settled in accordance with
the  provisions  of  this Section 10.5; provided, that the foregoing shall not
preclude  equitable  or other judicial relief to enforce the provisions hereof
or  to  preserve  the  status  quo  pending  resolution of Disputes hereunder.
Either party to this Agreement (each a "Party" and together the "Parties") may
commence  proceedings  hereunder  by  delivery  of  written notice providing a
reasonable  description  of the Dispute to the other, including a reference to
this  Section  10.5  (the  "Dispute  Notice").
     (b)     Negotiations Between Executives.  The Parties shall first attempt
             -------------------------------
in  good  faith  to  resolve  promptly  any  Dispute  by  negotiations between
executives  who  are  not  directly  involved  in  the  Dispute,  and who have
authority  to  settle  it  (as to each Party, an "Executive").  Not later than
twenty  (20)  days  after  delivery  of  the  Dispute Notice, each Party shall
designate  an  Executive  to  meet  with  the  other  Party's  Executive  at a
reasonably  acceptable place within thirty (30) days after the Dispute Notice,
and  thereafter  as such Executives deem reasonably necessary.  The Executives
shall  exchange  relevant  information  and  endeavor  to resolve the Dispute.
Prior to any such meeting, each Party's Executive shall advise the other as to
any other individuals who will attend such meeting.  All negotiations pursuant
to  this  Section  10.5(b)  shall  be  confidential  and  shall  be treated as
settlement and compromise negotiations for purposes of Rule 408 of the Federal
Rules  of  Evidence  and  similarly  under  other  federal  and state rules of
evidence.    Such  Executives may, if they so desire, consult outside advisors
for  assistance  in  arriving  at  such  a  resolution.
     (c)      In the event that a resolution is not achieved within sixty (60)
days  following  the  initial meeting between the Executives, then the parties
may  agree to seek other legal means of resolving such Dispute, including, but
not  limited  to,  mediation and/or binding or non-binding arbitration, as the
parties may agree upon.  If the parties cannot so agree, they shall be free to
seek  and/or  avail  themselves  of  any  other  available  remedies.
     10.6          This  Agreement  is deemed to be entered into, executed and
delivered within the State of Missouri, and it is the intention of the parties
that  it  shall  be  construed, interpreted and applied in accordance with the
laws  of  the  State  of  Missouri  without  regard  to  its  conflict of laws
provisions.
     10.7      Ralston and Agri hereby agree that any and all disputes, causes
of  action, lawsuits, or the like, arising out of and/or under this Agreement,
except  for the Dispute Resolution procedures set forth in Section 10.5 above,
shall  be brought only in a state court located in St. Louis, Missouri, or the
United  States  District  Court for the Eastern District of Missouri.  Ralston
and  Agri  each hereby consent and submit to the exclusive jurisdiction of any
such  court  and  waives  any  objection it may have to either jurisdiction or
venue  in  any  such  court.
     10.8      To the extent that Agri determines that it requires replacement
parts  for  the X4X or X4 extruders referenced in Section 1.19 above, and only
to  the  extent  that Ralston is then producing such replacement part, Ralston
agrees  to  supply  such  replacement  parts  to Agri on reasonable commercial
terms.
     10.9       Ralston and Agri agree and understand that this Agreement does
not  create  an employment, partnership, joint venture or agency relationship,
of  any  kind  or  nature,  between the parties.  Neither party shall have any
right,  power, or authority to act as a legal representative of the other, and
neither  party  shall have any power to obligate or bind the other, or to make
any  representations,  warranties,  express or implied, on behalf of or in the
name  of  the  other  in  any  manner  for  any  purpose  whatsoever.
     10.10      The headings used in this Agreement are for reference only and
shall  not  be  relied  upon  or used in the interpretation of this Agreement.
     10.11         Notwithstanding anything to the contrary in this Agreement,
neither  the execution of this Agreement nor the disclosure of any Proprietary
Information  hereunder  shall  be  construed  as  granting to Ralston either a
license  (expressly,  or by implication, estoppel, or otherwise) under, or any
right  of  ownership in, any information, patent, or patent application now or
hereafter  owned  or  controlled  by  Agri.
     10.12         This Agreement may be amended, modified or supplemented, or
rights,  powers  or  options  hereunder  waived or impaired, only by a written
agreement  signed by a corporate officer of Ralston and Agri attested by their
respective  corporate  secretaries.    Neither  party  shall be deemed to have
waived  or  impaired  any  right,  power or option created or reserved by this
Agreement  (including,  without  limitation,  each  party's  right  to  demand
compliance  with  every  term  herein, or to declare any breach or default and
exercise its rights in accordance with the terms hereof) by virtue of: (i) any
custom  or practice of the parties at variance with the terms hereof; (ii) any
failure, refusal or neglect to exercise any right hereunder, or to insist upon
compliance  with  any  term;  (iii) any waiver, forbearance, delay, failure or
omission  to  exercise  any  right  or option, whether of the same, similar or
different natures, under this Agreement or in any other circumstances; or (iv)
the  acceptance by either party of any payment or other consideration from the
other  following  any  breach of this Agreement .  The rights and remedies set
forth  in this Agreement are in addition to any other rights or remedies which
may  be  granted  by  law.
     10.13.       The parties agree not to do indirectly through, for example,
their  Affiliates,  anything they are not allowed to do directly or indirectly
under  this  Agreement.

<PAGE>

          IN  WITNESS  WHEREOF,  the  parties have caused this Agreement to be
executed  in  duplicate  by  their  respective duly authorized representatives
effective  on  the  day  and  year  set  forth  in  this  Agreement.


                         RALSTON  PURINA  COMPANY
                         By:              /s/    James  R.  Elsesser
                                      ------------------------------
                         Printed  Name:                James  R.  Elsesser
                                                 -------------------------
                         Title:     Vice President and Chief Financial Officer
                                    ------------------------------------------
                         Date:                      April  1,  1998
                                        ---------------------------


                         AGRIBRANDS  INTERNATIONAL,  INC.
                         By:              /s/      Michael  J.  Costello
                                      ----------------------------------
                         Printed  Name:                    Michael J. Costello
                                                 -----------------------------
                         Title:                          General  Counsel
                                         --------------------------------
                         Date:                            April  1,  1998
                                        ---------------------------------