51

                              TRADEMARK AGREEMENT
                              -------------------


THIS  TRADEMARK  AGREEMENT  dated as of the first day of April, 1998 is by and
between  RALSTON PURINA COMPANY, a corporation organized under the laws of the
state  of  Missouri,  having  its principal office at Checkerboard Square, St.
Louis,  Missouri  63164  (hereinafter  "RPCo.")  and AGRIBRANDS INTERNATIONAL,
INC.,  a  corporation organized under the laws of the state of Missouri having
its  principal  office  at  9811  South Forty Drive, St. Louis, Missouri 63124
(hereinafter  "Agribrands").

                                  WITNESSETH:
                                  -----------

WHEREAS, the parties have entered into an Agreement And Plan Of Reorganization
of  even  date  herewith;  and

WHEREAS,  pursuant  to  said Agreement And Plan Of Reorganization, the parties
have  agreed  to  transfer  certain trademarks and other intellectual-property
assets  to Agribrands  or one or more of its subsidiaries and to license other
such  assets  to  Agribrands,  and/or  one  or  more  of  such  subsidiaries;

NOW,  THEREFORE, in consideration of the mutual covenants herein contained and
for  other  good  and  valuable  consideration,  the parties agree as follows:
1.          Definitions
            -----------

(a.)          Affiliates
              ----------

     Hereunder,  an  "Affiliate" of, or person "Affiliated" with,  a specified
person,  is  a  person  that  directly,  or  indirectly  through  one  or more
intermediaries, controls, or is controlled by, or is under common control with
the  person  specified.

<PAGE>
(b.)          Agri  Business
              --------------

     Hereunder, "Agri Business" shall mean a business or portion of a business
devoted  directly  and  specifically    to  the  care  and nutrition 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.

(c.)          Closing
              -------

     Hereunder,  "Closing" shall have the same meaning as Distribution Date in
the  Agreement  and  Plan  of  Reorganization.

(c-1)          Group
               -----

     Hereunder,  "Group"  shall  mean  Oldco  or  Newco.

(d.)          Newco
              -----

     Hereunder, "Newco" shall mean Agribrands  and any and all subsidiaries or
controlled  affiliates  of   Agribrands .  "Newco" shall not, however, include
Ralston  Purina  Company  (hereinafter  RPCo.) and any of its affiliates whose
shares  will  be  owned,  whether  directly  or indirectly, by RPCo. following
Closing.

<PAGE>
(e.)          Newco  Territory
              ----------------

     Hereunder,  "Newco  Territory"  shall  mean all jurisdictions outside The
United  States  of America, its territories, possessions and facilities of its
armed  forces.    "Newco  Territory"  shall,  however,  include  Puerto  Rico.

(f.)          Oldco
              -----

     Hereunder,  "Oldco"  shall  mean  RPCo. and any and all of its affiliates
whose  shares  it  will  directly  or  indirectly  own  following  Closing.

     (g.)          Trademarks
                   ----------

Hereunder,  "Trademark"  shall include trademarks, service marks, trade dress,
and  copyrights; however, "trademark" shall mean only a word, symbol or device
registrable  as  a  trademark  or  service  mark.

(h.)          Trade  Names
              ------------

     Hereunder,  "trade  name" shall mean corporate name and/or other business
name  including,  but  not limited to, names of corporations, partnerships and
joint  ventures.

(i.)          Oldco  Territory
              ----------------
     Hereunder,  "Oldco  Territory"  shall  mean any and all jurisdictions and
geographical  areas  outside  the  Newco  Territory.


<PAGE>
2.          Trademarks
            ----------

(a.)          Assignments
              -----------

(i.)       At Closing, or at such date or dates thereafter as Newco may elect,
Oldco  will  assign  to Newco, all of Oldco's rights in the Newco Territory in
Trademarks  which  are exclusively associated with RPCo.'s and its Affiliates'
Agri Business.  Registrations and applications to register trademarks to be so
assigned  are listed on Schedule 2(a) (i). Oldco will also assign to Newco its
rights  in  certain  other trademarks which are also listed on  Schedule 2 (a)
(i).

(ii.)      Except for marks listed on Schedule 2(a) (i), at Closing or at such
other  date  or  dates  as  Oldco may elect, Newco will assign to Oldco all of
Newco's  rights in Trademarks which are exclusively associated with businesses
other  than  Agri  Businesses.    Registrations  and  applications to register
trademarks  to  be  so  assigned  are  listed  in  Schedule  2(a)(ii).

(iii.)          Anything  in  this  Trademark  Agreement  to  the  contrary
notwithstanding, Oldco will not assign to Newco any Trademark consisting of or
containing the words PURINA, RALSTON, CHOW, CHECKERBOARD, DAMIER or other word
meaning  "Checkerboard",  the  9-Square  or other Checkerboard designs, or any
Trademark consisting of or containing any Trademark now owned by  any non-Agri
Business subsidiary or affiliate of RPCo or any Trademarks confusingly similar
to  any of the Trademarks enumerated in this Subparagraph 2 (a) (iii).  To the
extent  any such Trademark is currently owned by Newco, it will be assigned to
Oldco  or  cancelled  on  or  before  Closing.

(iv.)      All assignments contemplated by this Trademark Agreement will be on
a quitclaim basis.  The assignee will assume all limitations, undertakings and
liabilities  related  to  such assigned Trademarks, including, but not limited
to,  limitations  in contracts relating to such Trademarks entered into by the
assignor  and  binding  upon  its  successors  and/or  assigns.

(v.)        With respect to Trademarks to be assigned from RPCo. to Agribrands
hereunder,  RPCo.  will  deliver  to  Agribrands    at  Closing, a beneficial,
multi-country  assignment  of  such Trademarks.  RPCo.  shall promptly execute
and  return  to   Agribrands  one or more country-specific assignments of such
Trademarks  prepared  by  Agribrands  and delivered to RPCo. for such purpose.

(vi.)           With respect to Trademarks to be assigned from an Affiliate of
Agribrands to RPCo. or to an Affiliate of RPCo., or from an Affiliate of RPCo.
to  Agribrands  or  to  an  Affiliate of Agribrands pursuant to this Trademark
Agreement;  the  Assignor  of  any  such Trademarks shall promptly execute and
return  to  the  assignee  one  or  more  country-specific assignments of such
Trademarks,  prepared  by  the assignee and delivered to the assignor for such
purpose.

(vii.)      Trademarks which are obligated to be assigned hereunder, but which
are not assigned at Closing, will be maintained by their putative assignor for
the  benefit  of  the person to whom they are obligated to be assigned as such
person  shall  direct;  however,  the  putative  assignee  shall reimburse the
putative  assignor  for  all  out-of-pocket  expenses  incurred  for  such
maintenance.

(viii.)     If for any reason a Trademark otherwise required to be assigned to
Newco  in  the  Agri-Business  field cannot be assigned without also assigning
rights  used  in  or  associated with Oldco-related businesses, such Trademark
shall  not be assigned; however, to the extent feasible,  Oldco shall add such
Trademarks  to  the  License  Agreement  referred  to  in  Subparagraph  2(b)
hereinbelow.

(b.)          License  Agreement
              ------------------

(i.)      At Closing, the parties will execute the Trademark License Agreement
in  Schedule  2(b)  (i)  attached hereto and incorporated by reference herein.

(ii)       The parties agree to enter into or to cause to be entered into such
country-specific  licenses  or  sublicenses,  consistent  with  the  Trademark
License  Agreement,  as  may  be  reasonably required to record Newco's or its
sublicensees  status  as  licensee  or  sublicensee.

(c.)            Cost  of  Recordation
                ---------------------

     Except as provided in Subparagraph 2(a) (vii) hereinabove, Oldco will pay
the  first $200,000 of expenses incurred to prepare and record assignments and
licenses  contemplated by this Trademark Agreement.  All expenses incurred for
such  purpose  beyond  the  first  $200,000  will  be incurred by Newco.  Such
expenses  shall  include,  but not be limited to, taxes, attorneys' or agents'
fees,  governmental  filing  fees  and  costs  of  notarizing  and  legalizing
documents.

3.          RALSTON  and  PURINA  Trademarks
            --------------------------------

(a.)     Anything in this Trademark Agreement to the contrary notwithstanding,
and without limitation as to duration or territory, Newco agrees not to use or
register  the word RALSTON or word or phrase confusingly similar thereto as or
in  a  trademark  or  trade  name,  in connection with any product, service or
activity.

(b.)     Anything in this Trademark Agreement to the contrary notwithstanding,
Newco  agrees  not  to use the word PURINA or any Trademark licensed under the
License  Agreement or word or phrase confusingly similar thereto, as or in the
trade name of any publicly traded company without limitation as to duration or
territory.

4.          Third-Party  Agreements
            -----------------------

     To  the extent assignable without third-party consent and, if not, to the
extent  such  consents  are obtained; at Closing, license agreements and other
contracts  between  RPCo. and unaffiliated third parties to the extent related
to the rights in Trademarks to be assigned to Newco hereunder will be assigned
from  RPCo.  to   Newco.  Newco agrees to assume RPCo's obligations under such
agreements.    RPCo.  will not, however, assign or cause to be assigned to any
Newco  entity,  any  license or other contract to which  an Oldco Affiliate of
RPCo.  is  a  party  or  has  an  interest.

5.          Newco  Phase-Out  of  Retained  Marks
            -------------------------------------

Newco  agrees to remove all Oldco Trademarks not assigned or licensed to Newco
from  Newco's labels, packaging, advertising, signs and other materials within
six  (6)  months  following  Closing.    Oldco agrees to remove all trademarks
assigned  to  Newco,  and  to  the  extent exclusively licensed to Newco, from
Oldco's  labels,  packaging, advertising, signs and other materials within the
same  six-(6-)  month  period.

6.          Heritage
            --------

Oldco  ,  and Newco subject to the rights of Purina Mills, Inc. and any of its
successors  and  assigns,  as  interpreted  by Oldco,  will each be allowed to
refer  to  its  pre-spin-off  heritage  in  good  faith  in truthful articles,
histories  and  the  like  to  the extent such use does not express or imply a
continuing  relationship  between  Oldco  and  Newco.

7.          Protein  Products
            -----------------

For  purposes of this Agreement, none of  the business of Protein Technologies
International  Holdings,  Inc.  and  its  subsidiaries as of  December 1, 1997
shall  be  considered  an  Agri  Business.

<PAGE>
8.          Good  Faith
            -----------

The  parties  agree  not to do indirectly, through subsidiaries, Affiliates or
otherwise,  what  they  could  not do directly under this Trademark Agreement.

9.          Scope  and  Modification
            ------------------------

This  Trademark  Agreement,  including  its  schedules,  sets forth the entire
agreement  between  the  parties  and  supersedes  all  prior  agreements  and
understandings  between  the  parties  relating  to the subject matter hereof.
None of the terms of this Trademark Agreement may be waived or modified except
as  expressly  agreed  to,  in  writing,  by  both  parties.

10.          "Country  Roads"  and  French  Equivalent  Trademarks
              ----------------------------------------------------

Oldco agrees to file papers to cancel its Canadian registrations consisting of
or  containing  "Country  Roads"  or  "Tradition  Ralston" within fifteen (15)
working  days  following  a  request  from  Newco  to  do  so.

11.          Purina  Mills  Limitation
             -------------------------

     Anything  in  this  Agreement or any of its schedules to the contrary not
-withstanding, Newco shall enjoy no rights inconsistent with those licensed to
Purina  Mills,  Inc.  in  its  agreement  with  RPCo.  dated  October 1, 1986.

12.          Successors  and  Assigns
             ------------------------

This Trademark Agreement shall be binding upon and inure to the benefit of the
parties  and each of their respective successors and assigns.  Nothing in this
Paragraph    12  shall,  however,  affect  transferability under the Trademark
License  Agreement    referred  to  in  Subparagraph 2 (b) (i)  which shall be
governed  by  the  terms  of  such    agreement.

13.          Interpretation
             --------------

The  section headings contained in this Trademark Agreement are solely for the
purpose of reference, are not part of the agreement of the parties hereto, and
shall  not  in  any way affect the meaning or interpretation of this Trademark
Agreement.

14.          Counterparts
             ------------

This  Trademark Agreement may be executed in two or more counterparts, each of
which  may  be  deemed an original, but all of which together shall constitute
one  and  the  same  instrument.

15.          Governing  Law
             --------------

This  Agreement  is  made  and  entered  into,  and  shall  be governed by and
construed  and  interpreted  in  accordance  with  the  laws  of, the State of
Missouri,  United  States  of America, without regard to its conflicts of laws
principles,  as  to  all  matters,  including  those relating to the validity,
construction, performance, effect and remedies under this Trademark Agreement.
All  matters  relating  to  this Agreement shall, subject to the provisions of
Paragraph  17  hereinbelow,  be  adjudicated  exclusively in the courts of the
State  of Missouri located in St. Louis, Missouri, or within the United States
District  Court  for  the  Eastern District of Missouri; and each party hereby
consents  to  the exclusive jurisdiction and venue of such courts for all such
matters.

16.          Amendment  and  Modification;  Non-Waiver
             -----------------------------------------

This  Trademark 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 RPCo. and Agribrands and 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
Trademark  Agreement  (including  without  limitation,  each  party's right to
demand  compliance  with every term herein, or to declare any breach a 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 Trademark 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 Trademark Agreement.
The  rights and remedies set forth in this Trademark Agreement are in addition
to  any  other  rights  or  remedies  which  may  be  granted  by  law.

17.          Negotiation
             -----------

If  any  question  shall  arise  in  regard  to  (a) the interpretation of any
provision  of  this  Trademark  Agreement  or (b) the rights or obligations of
either  Group  hereunder  or  thereunder,  each Group shall designate a senior
executive  within  its  organization  who shall, within thirty (30) days after
such question arises, meet with the designated executive of the other Group to
negotiate  and  attempt  to  resolve such question in good faith.  Such senior
executives  may, if they so desire, consult outside advisors for assistance in
arriving at such a resolution.  In the event that a resolution is not achieved
within  sixty  (60)  days following such initial meeting, then the parties may
seek  other  legal means of resolving such question, including but not limited
to  binding  or  non-binding  arbitration.

18.          Additional  Documents
             ---------------------

The parties agree to execute or cause to be executed such additional documents
as  may  be  reasonably  required to give effect to their undertakings in this
Trademark  Agreement.

19.          SITIOS  E  QUINTAIS
---          -------------------

     The  trademark SITIOS E QUINTAIS will be assigned to NEWCO     hereunder;
however,  NEWCO  undertakes  not  to  use,  license  third parties     to use,
otherwise  transfer  rights to use, or object to NEWCO's use, of     such mark
on  or in connection with any dog food and/or cat food, unless     provided to
NEWCO  by  OLDCO,  during  the  term  of  the non-competition     provision in
Section  5.01(a)  of  the Agreement and Plan of Reorganization     referred to
hereinabove.

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

RALSTON  PURINA  COMPANY                    AGRIBRANDS  INTERNATIONAL,  INC.
By:    /s/    James  R.  Elsesser                 By:     /s/  David R. Wenzel
   ------------------------------                    -------------------------
Name:    James  R.  Elsesser          Name:  David  R.  Wenzel
     -----------------------                 -----------------
Title:          Vice President and Chief     Title:    Chief Financial Officer
                                                   ---------------------------
       Financial  Officer
     --------------------


<PAGE>
                          TRADEMARK LICENSE AGREEMENT
                          ---------------------------


     This  TRADEMARK  LICENSE  AGREEMENT is effective  as of this first day of
April,  1998,  by  and  between RALSTON PURINA COMPANY, a Missouri corporation
having  an  office  at  Checkerboard Square, St. Louis, Missouri 63164, U.S.A.
(hereinafter  referred to as "LICENSOR"), and, AGRIBRANDS INTERNATIONAL, INC.,
a Missouri corporation having an office at  9811 South Forty Drive, St. Louis,
Missouri  63124,  U.S.A.  (hereinafter  referred  to  as  "LICENSEE").

     WHEREAS,  LICENSOR is record owner of many registrations and applications
to register various trademarks consisting of or containing the words "PURINA,"
"CHOW,"  "Checkerboard,"  Checkerboard  designs, and variations on such marks,
including,  but not limited to, the registrations shown on Schedule A, some or
all  of  which  are  used  in  connection  with  Licensed  Products;  and

     WHEREAS,  LICENSEE  desires to use the trademarks listed in Schedule A in
connection  with  the  manufacture,  distribution,  sale  and  advertising  of
Licensed  Products  as  hereinafter defined in the corresponding countries and
jurisdictions  as  listed  in  said  Schedule  A;  and

     WHEREAS,  LICENSEE also desires to use the trademarks shown on Schedule A
in  connection with Licensed Products in new jurisdictions into which LICENSEE
may  expand  its  business  beyond  the  Territory as hereinafter defined; and

     WHEREAS,  LICENSOR  is  willing  to  grant LICENSEE  a license to use the
aforementioned  trademarks on Licensed Products under the terms and conditions
of  this  Trademark  License  Agreement;

     NOW,  THEREFORE,  in  consideration  of the mutual promises hereafter set
forth  and  other good and valuable consideration, the receipt and sufficiency
of  which  are  hereby  acknowledged,  the  parties  agree  as  follows:

1.        DEFINITIONS:  The following terms shall have the following meanings:
          -----------

(a)      "Affiliates" shall mean a person that directly, or indirectly through
one  or  more intermediaries, controls or is controlled by, or is under common
control  with  the  person  specified.

(b)     "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.

(c)          "Effective  Date"  shall  mean  the date in lines 2 and 3 of this
Trademark  License  Agreement.

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

(e)            "Licensed  Products" shall, except as limited elsewhere in this
Agreement,  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.  Except as limited elsewhere in this
Trademark  License  Agreement,  Licensed  Products  also  include accessories,
health  products and services for the care and feeding of horses, zoo animals,
laboratory  animals  and  agricultural animals and by way of illustration, but
not  limitation,  the  following  equipment, products and services for use for
agricultural  purposes:

(i)         products and services for breeding, feeding, health care, shelter,
control  and  transportation  of  agricultural  animals;

(ii)          products  and  services  for extraction, collection, processing,
packaging,  storage  of  agricultural  animal products and agricultural animal
wastes;

(iii)          products  and  services  for  genetic research and development,
hybridization  and  seed  production,  soil  analysis,  planting, propagation,
cultivating,  harvesting,  treatment  and  storage  of  agricultural products;

(iv)       agricultural genetic and chromosomal material and other products of
biotechnology,  biology  and  other sciences, plant tissue cultures, pure line
seeds,  planting  seeds;

(v)          agricultural  pharmaceuticals, antibiotics, wormers, fertilizers,
pesticides,  herbicides,  insecticides,  rodenticides,  fungicides;

(vi)       agricultural feeders, waterers, agricultural animal semen, embryos,
live  agricultural  animals, larvae, non-pet veterinary instruments, cleaners,
cultivation  equipment,  aquaculture,  hydroponic  and  greenhouse  equipment,
irrigators,  heaters,  harvesters,  fruit  pickers,  driers,  trailers, silos,
marking  devices,  bedding,  tanks,  paints,  pens,  fencing, groomers, cages,
saddles,  tack,  milk  handling equipment, transporters, manure collecting and
processing  equipment;

(vii)       products and services related to the provision of methods, systems
and techniques for the development, production, application and utilization of
the  products  described  above,  such  as  farm  and  agricultural management
services,  farm  and  agricultural  computer  programs  and software, farm and
agricultural  financial  services,  soil  analysis, non-pet related veterinary
services;  sale,  leasing  and  brokerage  services  for agricultural land and
equipment;  distributing,  wholesaling  and  retailing  Licensed  Products;

(viii)          publications  directly  related to agriculture or agricultural
animals;

(ix)     agricultural animal end-use products (e.g., hams, cheese, eggs) other
than  products  for  pets.;

(x)     Licensed Products are not limited to products in existence at the date
hereof but will include products not yet invented or commercialized which fall
within  the  above  definition;  however, except for products and services for
horses,  a product or service shall not be considered a Licensed Product if it
is  not  primarily  related  to  agriculture  or  for  agricultural  animals,
laboratory  or  zoo  animals.  Licensed  Products  shall  not include any "Pet
Products" or any other products or services not included in this definition of
Licensed  Products.  Licensed Products shall also exclude feed rations for the
purpose  of    fattening  dogs for human consumption.  Any one of the Licensed
Products  shall  be  referred  to  in  this  Trademark  License Agreement as a
"Licensed  Product."

(f)     "Other Products" shall mean products other than Licensed Products upon
which  LICENSEE  may use the Licensed Marks pursuant to this Trademark License
Agreement.    Any  one  of  the  Other  Products  shall be referred to in this
Trademark  License  Agreement  as  an  "Other  Product."

(g)         "Person" shall mean a juristic person as well as a natural person.
The  term  "juristic person" includes a firm, corporation, union, association,
joint  venture,  partnership  or  other  organization  capable  of being sued.

(h)         "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 Trademark
License  Agreement  as  a  "Pet  Product."

(i)          "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 LICENSOR) 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 LICENSOR or one or more
of  LICENSOR's  Affiliates.  Notwithstanding  the  foregoing,  "Principal
Competitors"  also  shall 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  their  Affiliates.

(j)       Except as limited by Subparagraph 2 (a) hereinbelow, the "Territory"
with respect to a given mark or marks shall be the jurisdiction indicated with
respect to such mark or marks on Schedule A.  The Territory may be expanded to
include  additional   jurisdictions pursuant to Subparagraph 2(h) hereinbelow.
In  no  event  shall the "Territory" include the United States of America, its
territories, possessions (other than Puerto Rico)  and facilities of its armed
forces.  Despite the foregoing, the "Territory" shall include Puerto Rico as a
jurisdiction  which  may be added to this Agreement pursuant to Paragraph 2(h)
hereinbelow.

(k)      "Third-Party Licenses" shall mean licenses with persons which are not
LICENSOR's  or  LICENSEE's  Affiliates.

(l)          "Trade Name" shall mean corporate name and/or other business name
including,  but  not  limited  to,  names  of partnerships and joint ventures.

(m)      "Licensed Trade Name" is a Trade Name consisting of or containing one
or  more  Licensed  Marks.

(n)       "Trademark" shall include trademarks, service marks, trade dress and
copyrights;  however,  "trademark"  shall  mean  only a word, symbol or device
registrable  as  a  trademark  or  service  mark.

2.          GRANT  OF  RIGHTS
            -----------------

     Except  to the extent previously licensed to Purina Mills, Inc and except
as  provided  elsewhere  in  this  Trademark  License  Agreement:

(a)     LICENSOR hereby grants to LICENSEE the exclusive license 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.  Except as provided for
------------------------------------------------------------------------------
in  Subparagraph  2(h),  hereinbelow,  the  license granted hereunder shall be
------------------------------------------------------------------------------
limited  to  products  manufactured  or  services  rendered  by LICENSEE or an
------------------------------------------------------------------------------
Affiliate  of  LICENSEE  on the Effective Date and shall be further limited to
------------------------------------------------------------------------------
the  jurisdictions  in  which  such  products  were then sold or services then
------------------------------------------------------------------------------
rendered.    LICENSOR shall not use nor permit any of LICENSOR's Affiliates to
------------------------------------------------------------------------------
use in the Territory any Licensed Mark or any mark confusingly similar thereto
------------------------------------------------------------------------------
on  or  in  connection  with  any  Licensed  Product  nor  shall,  except  as
-----------------------------------------------------------------------------
specifically provided for in agreements listed in Schedule B, LICENSOR license
------------------------------------------------------------------------------
any  other  Person  to  do  so  anywhere in the world.  Such prohibition shall
------------------------------------------------------------------------------
extend to the use of the term "Purina" and other Licensed Marks as all or part
------------------------------------------------------------------------------
of  the Trade Name of any business engaged in the manufacture, distribution or
------------------------------------------------------------------------------
sale of Licensed Products.  LICENSEE agrees, however, without limitation as to
------------------------------------------------------------------------------
products, territory or duration, not to object to the inclusion of "Purina" in
------------------------------------------------------------------------------
LICENSOR's  Trade Name in any good-faith reference to any business operated as
------------------------------------------------------------------------------
an  Affiliate  whose  name  does  not  include "Purina." Such undertaking also
------------------------------------------------------------------------------
extends  to  Affiliates LICENSOR may hereafter establish or acquire.  LICENSOR
------------------------------------------------------------------------------
and LICENSEE shall each have the non-exclusive right to use the Licensed Marks
------------------------------------------------------------------------------
for  publications  such  as educational, training, advertising and promotional
------------------------------------------------------------------------------
material,  stock  certificates  and  annual reports relating to the respective
------------------------------------------------------------------------------
businesses  they  are  permitted  to  conduct under Licensed Marks.  Except as
------------------------------------------------------------------------------
provided  in  Subparagraph  2  (b)    hereinbelow, if LICENSOR or Affiliate of
------------------------------------------------------------------------------
LICENSOR manufactures or sells any Licensed Product in the Territory, it shall
------------------------------------------------------------------------------
conduct  its business with respect to such Licensed Product under a Trade Name
------------------------------------------------------------------------------
which  does  not  include  the term "Purina" or any other Licensed Mark or any
------------------------------------------------------------------------------
other  Trade  Name  or  designation  confusingly  similar to "Purina" or other
------------------------------------------------------------------------------
Licensed  Mark.    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.  The
------------------------------------------------------------------------------
exclusivity  of  the license granted by this Trademark License Agreement shall
------------------------------------------------------------------------------
not,  however, preclude LICENSOR's use (either by itself or through Affiliates
------------------------------------------------------------------------------
or other licensees) of any of the Licensed Marks in the Territory or elsewhere
------------------------------------------------------------------------------
with  respect  to  products  and/or services other than the Licensed Products.
------------------------------------------------------------------------------
Notwithstanding  any  other  provision  of  this  Trademark License Agreement,
------------------------------------------------------------------------------
LICENSEE  shall  be permitted to use in the Territory a Licensed Trade Name in
------------------------------------------------------------------------------
connection  with  the  production,  distribution  and  sale  of those dog- and
------------------------------------------------------------------------------
cat-food  products  described  in Section 5.01 of the Reorganization Agreement
------------------------------------------------------------------------------
between the parties, dated as of April 1, 1998, in the Agricultural Channel as
------------------------------------------------------------------------------
described  therein,  which  description  shall apply during the entire term of
------------------------------------------------------------------------------
this  Trademark  License  Agreement;  provided  however,  that  such  dog- and
------------------------------------------------------------------------------
cat-food  products (i) shall  not display, accompany or otherwise be connected
------------------------------------------------------------------------------
with  any  of  the  Licensed  Marks;  (ii)  shall  be  sold  only under and in
------------------------------------------------------------------------------
connection  with  trademarks wholly owned by LICENSEE; and (iii) shall be sold
------------------------------------------------------------------------------
only  in jurisdictions where LICENSEE or LICENSEE's affiliates or sublicensees
------------------------------------------------------------------------------
are  required  by  law  to  include  the  product manufacturer's full and true
------------------------------------------------------------------------------
corporate  name  on  the package, and alternatives thereto (including, but not
------------------------------------------------------------------------------
limited  to,  the  use  of  names  of  an  Affiliate,  a fictitious name or an
------------------------------------------------------------------------------
abbreviation)  are  not  permitted.   LICENSEE shall not be required to form a
------------------------------------------------------------------------------
separate  subsidiary  in order to comply with the provisions of this paragraph
------------------------------------------------------------------------------
if to do so would be unlawful or unduly burdensome.  The use of Licensed Trade
------------------------------------------------------------------------------
Names  as  permitted  by  this  Subparagraph  2  (a) shall not go beyond their
------------------------------------------------------------------------------
appearance  on  the  side  panel  of  packaging, and shall be set forth in the
------------------------------------------------------------------------------
smallest  typeface  legally  permissible.    The limitations contained in this
------------------------------------------------------------------------------
Subparagraph 2 (a) shall not be construed to prevent LICENSEE from selling the
------------------------------------------------------------------------------
dog-  and  cat-food  products  described in Section 5.01 of the Reorganization
------------------------------------------------------------------------------
Agreement  through  the Agricultural Channel as defined therein, which Channel
------------------------------------------------------------------------------
may  involve  the  display  of  Licensed  Marks  on  (for  example) buildings,
------------------------------------------------------------------------------
vehicles,  stationery  and  billing documents; provided however, that LICENSEE
------------------------------------------------------------------------------
shall  at  all  times  endeavor  in  good  faith to prevent any association of
------------------------------------------------------------------------------
Licensee's  products  with those of LICENSOR, or any of LICENSOR's Affiliates,
------------------------------------------------------------------------------
distributors,  customers  or  other  licensees.
-----------------------------------------------

(b)         Where legally feasible, and subject to the terms and conditions of
this  Trademark  License  Agreement,  LICENSEE  shall  have  the  right to use
"Purina"  in  its Affiliates' Trade Names in the Territory provided such Trade
Names  include  wording  reflecting  the agricultural- or aquacultural-related
nature of the business of the entity concerned, namely  "Agribrands Purina" or
such other wording as LICENSOR and LICENSEE shall agree upon, and provided the
use  of  such wording is not likely to cause confusion with a product, service
or  business  of  LICENSOR,  or  any  third party because such name is similar
(apart from the common inclusion of the word "Purina") to a name or mark owned
or used by LICENSOR or any third party at the time of the adoption of the name
by  LICENSEE  or  its  Affiliates.

(c)        Except as specifically provided elsewhere in this Trademark License
Agreement, LICENSEE shall not use "Purina" or any other Licensed Mark, or term
confusingly  similar  thereto,    as a trademark for, or Trade Name associated
with,  any  product  or  service  other  than a Licensed Product.  If LICENSEE
manufactures or sells any other product or renders any other service, it shall
conduct  its  business with respect to such product or service not licensed to
it  hereunder  under  a Trade Name which does not include the word "Purina" or
any  other  Licensed  Mark, abbreviation thereof or term otherwise confusingly
similar  thereto.    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 provided such
reference is not likely to cause confusion with a product, service or business
of  LICENSOR,  Purina Mills, Inc. or any of its/their Affiliates, or its/their
successors  or  assigns.

(d)          LICENSEE shall not use the term "Checkerboard Square" or any term
including  that  term or any term confusingly similar thereto, as its business
address  or  otherwise.  LICENSEE shall not use the term "Ralston" or any term
confusingly  similar  thereto 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.  LICENSOR and LICENSEE may truthfully and in
good faith describe themselves as part of the same business which has sold the
Licensed Products for many years or, in the case of LICENSEE, as the successor
to  LICENSOR's  business in the Licensed Products, and refer to the history of
that  business  and  its  products  as its own provided it does so in a manner
which,  by  LICENSOR's interpretation, is not likely to cause confusion with a
product,  service  or  business of , or otherwise conflict with the rights of,
LICENSOR, Purina Mills, Inc. or other licensee of LICENSOR or any of its/their
Affiliates,  or  its/their  successors  or  assigns.

(e)         In order to avoid conflicts with third parties, LICENSEE shall not
have the right to coin new marks which are, in whole or in part, derived from,
incorporate  or  are similar to any of the Licensed Marks or names or elements
of those marks or names without LICENSOR's prior written consent, which may be
granted  or  withheld  at LICENSOR's sole discretion.  LICENSEE shall have the
right  as  provided  in  Subparagraph  2(h)  hereinbelow  to extend the use of
Licensed  Marks  to  new  Licensed  Products  provided such extension does not
conflict  with  the  rights  of  LICENSOR  or  any  third  party.

(f)          LICENSOR shall promptly, to the extent it is able, (i) assign all
licenses,  if  any,  for  marks  of  others  used  on Licensed Products in the
Territory  to LICENSEE; or, if such assignment is not legally feasible,  but a
sublicense  is, (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  makes  no  representation  concerning   LICENSEE's
continued  right  to  use marks owned by third parties.  LICENSEE acknowledges
that  the  continued use of such marks as are sublicensed shall be governed by
such  agreements  as  LICENSOR may have or hereafter obtain from the owners of
such  marks.    Continued  use  of  marks covered by such sublicenses shall be
governed by their terms.  All such sublicenses (if any) as are material to the
LICENSEE's  business  and  cannot be assigned are listed on Schedule C hereto.

(g)          Except  as otherwise specifically provided for in this Agreement,
LICENSEE  hereby  agrees,  for  itself and its Affiliates and sublicensees, to
limit  its and their use of the Licensed Marks and Trade Names to the Licensed
Products  and  to the Territory.  LICENSOR and LICENSEE agree, upon receipt of
notice  from  the  other  party,  reasonably to cooperate to resolve conflicts
resulting  from  sales  of  Licensed  Products violating third-party rights or
jeopardizing  trademark  rights of the other party, or contractual obligations
of  the  other  party  to third parties.  LICENSOR and LICENSEE agree to enter
into  and  to  record  such  registered-user  agreements,  or country-specific
licenses  or sublicenses, at  the expense of the requesting party, as LICENSOR
or  LICENSEE  may  reasonably  request,  to  comply  with  local  law.

(h)       If LICENSEE wishes to expand its business to include use of Licensed
Marks  on  Licensed Products beyond those Licensed Products in use by LICENSEE
or  its  Affiliates  on  the  Effective  Date  and/or  if LICENSEE expands its
business  outside  the Territory, LICENSOR agrees, where legally feasible , at
LICENSEE's expense, and pursuant to LICENSEE's request therefor, to add to the
license  granted LICENSEE under this Trademark License Agreement such Licensed
Marks  as  LICENSOR  may then own for Licensed Products in such jurisdictions;
and to establish, at LICENSEE's request and expense, where necessary and where
legally  feasible  ,  new  rights in Licensed Marks for such expanded Licensed
Products  and/or  in  such  jurisdictions  thereby expanding the definition of
"Territory."    LICENSEE  acknowledges that LICENSOR is under no obligation to
maintain  existing  registrations  for  LICENSEE's  future  use  under  this
Subparagraph  2(h)  prior  to  such request.  Any  Licensed Marks for Licensed
Products  in  such  jurisdiction  added  to  the  Territory  pursuant  to this
subparagraph  shall  be  subject  to the maintenance and renewal provisions of
Paragraph  8  of  this  Trademark  License  Agreement.  In no event shall this
Subparagraph  2(h)  obligate  LICENSOR  to expand the Territory to include the
United  States of America or any of its territories or possessions (other than
Puerto  Rico)    or  facilities  of  its  armed  forces.

(i)         Notwithstanding anything to the contrary in this Trademark License
Agreement, the license granted shall not extend to products or services beyond
those  comprehended by the trademark rights Licensor has secured or may in the
future  secure in those jurisdictions in which LICENSEE uses or seeks to use a
Licensed  Mark.   LICENSEE acknowledges that in certain jurisdictions LICENSOR
may  not  own  rights  it  owns  in  other  jurisdictions; and that in certain
jurisdictions  LICENSOR  may  have non-exclusive rights in certain marks (e.g.
CHOW)  for  which  LICENSOR possesses exclusive rights in other jurisdictions.
LICENSEE  further acknowledges that in certain jurisdictions its rights to use
the  Licensed  Marks  and  Licensed  Trade  Names  are  limited  by  existing
Third-Party  Licenses and undertakings to third parties in existence as of the
Effective  Date.    Such licenses and undertakings known to LICENSOR as of the
Effective Date are reflected on Schedule B attached hereto. LICENSEE therefore
undertakes  not  to  use  marks  and names otherwise licensed hereunder to the
extent  such  use would be inconsistent with third-party rights under licenses
or  undertakings  reflected  on  Schedule  B or which may come to light in the
future  but  were  in  existence  as  of  the  Effective  Date.

(j)        LICENSOR and LICENSEE shall both have the right to display Licensed
Marks  consistent  with  the  terms  of  this  Trademark  License Agreement in
connection  with  their  participation in conferences and symposia anywhere in
the Territory. Participation in conferences and symposia in the United States,
but not in Puerto Rico, shall require reasonable notice that Licensed Products
bearing  the  Licensed  Trademarks  are  not  available  from  Licensee,  its
affiliates, dealers, franchises or licensees in the United States. The display
of  Licensed  Marks at such events is subject to the rights, as interpreted by
LICENSOR,  of  Purina  Mills,  Inc.,  its  successors  and  assigns.

(k)       Except to the extent LICENSEE may be separately licensed by LICENSOR
in  writing  to  use one or more of the Licensed Marks or Licensed Trade Names
outside  the  Territory,  LICENSEE  hereby  agrees,  for  itself  and  for its
Affiliates  and other sublicensees, to limit its use of the Licensed Marks and
Licensed  Trade  Names  to  the  Territory;  not  to export from the Territory
products  on  or  in  connection with which Licensed Marks are used and not to
sell,  deliver  or  otherwise  convey  such  products  to  anyone  LICENSEE
     believes  or  has  reason  to  believe  will  take  the  same outside the
Territory.

(l)       To the extent LICENSEE makes an incidental use of a Licensed Mark in
the United States, in any of its territories or possessions (other than Puerto
Rico)  or at any facility of its armed forces, by, for example, but not by way
of  limitation,  featuring  a  Licensed  Product displaying a Licensed Mark in
LICENSEE's  annual  report,  and  such  use results in a complaint from Purina
Mills,  Inc.,  any  of  its  successors,  assigns  or  other person or persons
claiming  rights pursuant to the License Agreement dated October 1, 1986 among
Ralston  Purina Company, Purina Mills, Inc. and BP Nutrition Limited, LICENSOR
shall be the sole judge of whether, as between LICENSOR and LICENSEE, such use
may  violate LICENSOR's obligation to Purina Mills, Inc., BP Nutrition Limited
and/or  any  of  its/their  successors  and assigns or other person or persons
claiming  rights  pursuant  to such License Agreement.  In the exercise of its
judgment, LICENSOR may require LICENSEE to discontinue any such use unless and
until  LICENSOR  satisfies  itself  that  such  use does not place LICENSOR in
violation  of  any  of  its  obligations  to  Purina Mills, Inc., BP Nutrition
Limited,  its  and/or  their  successors  and  assigns.

3.          PRODUCT  QUALITY
            ----------------

(a)       LICENSEE may use the Licensed Marks and Licensed Trade Names only in
connection  with  Licensed Products and Other Products which are of a good and
merchantable  quality  (the  "Product Standards"); and which are in compliance
with  applicable  laws and governmental regulations relating to the nature and
quality  of  the  products (the "Legal Standards").  The Product Standards and
the  Legal  Standards  shall  be  collectively  referred  to  as  the "Quality
Standards."    The quality and product specifications of the Licensed Products
and  Other  Products  heretofore  manufactured  and  sold  by  LICENSOR or its
Affiliate(s)  in  a  given  jurisdiction  under  the Licensed Marks are hereby
adopted  as  acceptable  Product Standards for the Licensed Products and Other
Products to be sold by LICENSEE under the Licensed Marks in such jurisdiction;
however,  LICENSEE may change product formulations, specifications, or methods
of  making  Licensed Products and Other Products and create new such products,
provided  such  changes  and  creations  are  subject to the Quality Standards
required  by  this  Paragraph  3  and  LICENSEE's  other  undertakings in this
Trademark  License Agreement.  LICENSOR will not object under this Paragraph 3
to  LICENSEE's use of the Licensed Marks in association with Licensed Products
and  Other  Products  equal  to  or  exceeding    the Quality Standards.  If a
Licensed  Product  or Other Product contains ingredients or is made by methods
which are not generally accepted as appropriate for the product by independent
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, such Licensed Product shall be deemed
to  have met the Product Standards 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.

(b)     Upon request of LICENSOR, at least two (2) samples of each new article
of  Licensed  Products  or Other Products shall be furnished free of charge to
LICENSOR  from LICENSEE for the purpose of LICENSOR's examination and approval
hereunder  sufficiently  in  advance  of  any  sale  or  distribution thereof.
LICENSEE  shall give LICENSOR notice in advance of introduction of new article
of Licensed Products sufficiently in advance of sale or distribution to afford
LICENSOR  an opportunity to request samples.  The reformulation of an existing
Licensed Product or Other Product shall be deemed not to be a "new article" or
"variation"  for  purposes of this subparagraph.  Thereafter, any reduction in
the  quality  or  change in the style of any of the Licensed Products or Other
Products  shall  be  submitted  in  like  fashion  for approval by LICENSOR in
advance.    From  time  to  time  reasonable quantities of samples of Licensed
Products  and  Other Products shall be submitted at LICENSOR's request without
charge  to  LICENSOR for its examination and approval as to the maintenance of
the  approved  standards  of  quality  and style.  Any variation of a Licensed
Product  or  Other  Product  will  be  submitted  to  LICENSOR  for LICENSOR's
approval.    The  absence  of  any  objection by LICENSOR to submitted samples
within  fifteen  (15)  days following submission thereof shall be deemed to be
acceptance;  and  any objections thereto shall be subject to the provisions at
Section  4  of  this  Trademark  License  Agreement.

(c)          Anything  in  this  Trademark  License  Agreement to the contrary
notwithstanding, if the laws of a particular jurisdiction require a product to
be  of  a  higher  quality  than  that imposed by this Paragraph 3 in order to
preserve  the  viability  of the Licensed Marks and Licensed Trade Names, then
such  higher    requirement  shall  apply  hereunder  in  such  jurisdiction.


<PAGE>
4.          QUALITY  CONTROL
            ----------------

(a)          Upon  at least five (5) business days' advance written notice and
during  normal  business  hours,  LICENSOR shall have the right to inspect the
places  of  manufacture  of  Licensed  Products  or  Other  Products bearing a
Licensed  Mark  or  Licensed  Trade  Name,  and  the places where services are
rendered  under a Licensed Mark, to determine whether the Quality Standards of
Paragraph  3  of  this  Trademark  License  Agreement  are being met.  At such
inspections,  LICENSOR's  representative  shall  have the right to observe the
production  of  Licensed  Products  and Other Products and the delivery 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
unless  a  problem  has  occurred  at  such  place  which  reasonably requires
additional  visits,  or  to remove more samples or more volume of a product in
any  given  sample  than  is reasonably necessary to conduct quality analyses.
Such  inspection  visits  shall  be  made  by  appointment  at a time mutually
convenient  for  the  parties.    LICENSOR shall not have the right to request
samples in a manner which will interfere with production of a Licensed Product
or  Other  Product  ,  such as by requiring a production line or machine to be
shut  down.    LICENSEE  shall  reimburse  LICENSOR for  its incremental costs
reasonably incurred by LICENSOR in connection with the inspections carried out
pursuant  to    this  Paragraph  4(a).

(b)      If LICENSOR is dissatisfied with the quality of a Licensed Product or
Other  Product,  LICENSOR shall not serve a notice of breach of this Trademark
License  Agreement on LICENSEE until LICENSOR has sought to reconcile its view
of  the quality of the Licensed Product or Other Product at issue with that of
LICENSEE  by  providing  to  LICENSEE written evidence which supports its view
that  the  quality  of the product is deficient.  If LICENSEE and LICENSOR are
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  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 to 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 the quality in
Paragraph  3 of this Agreement.  LICENSOR shall include a copy of that written
report  with  the  notice  of  breach.

5.          DISCLAIMER  OF  WARRANTIES  BY  LICENSOR
            ----------------------------------------

LICENSOR disclaims any warranty of validity, right to use or right exclusively
to  use  or  register  the  Licensed  Marks  or  any  of  them.

6.          INDEMNITY  BY  LICENSEE
            -----------------------

(a)          From  and  after  the  Effective Date, LICENSEE agrees to defend,
indemnify  and  hold LICENSOR, its officers, agents, employees, successors and
assigns  harmless  from  and against any and all liabilities, claims, demands,
actions,  and causes of action and associated judgments, costs and expenses in
excess  of  ten  thousand  dollars  $10,000.00 per event, including attorney's
fees,  arising  out  of  (i)  LICENSEE's  manufacture, distribution, shipment,
disposal,  advertising, promotion or sale of Licensed Products or (ii) any act
or  omission  by  LICENSEE,  its agents or employees.  LICENSOR shall promptly
notify  LICENSEE  in writing of such liability, claim, demand, action or cause
of  action;  provided,  however,  that failure of LICENSOR to give such prompt
notification  shall  not release LICENSEE from its indemnity obligation except
to  the extent such failure materially increases the amount of indemnity which
LICENSEE  is  obligated  to  pay  hereunder,  in  which  event,  the amount of
indemnity  to  which LICENSOR shall be entitled to receive shall be reduced to
an  amount  which LICENSOR would have been entitled to receive had such notice
been promptly given.  LICENSEE shall be permitted to deal with such liability,
claim,  demand,  action,  or  cause  of  action in LICENSEE's sole discretion.

(b)       At all times during which LICENSEE or an Affiliate or sublicensee of
---       --------------------------------------------------------------------
LICENSEE  uses  any  of  the  Licensed Marks, LICENSEE will maintain liability
------------------------------------------------------------------------------
insurance,  protecting  both   LICENSOR and LICENSEE and which provides for 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).    Such  coverage  shall  also  include  broad-form contractual
------------------------------------------------------------------------------
coverage  applicable to all indemnities given by LICENSEE under this Trademark
------------------------------------------------------------------------------
License  Agreement.  LICENSEE  shall  deliver  to  LICENSOR  evidence  of such
------------------------------------------------------------------------------
insurance  within  thirty (30) days following the execution of  this Trademark
------------------------------------------------------------------------------
License  Agreement.   LICENSOR shall notify LICENSEE of any claim for which it
------------------------------------------------------------------------------
may  seek  indemnification  from LICENSEE promptly upon  its General Counsel's
------------------------------------------------------------------------------
becoming  aware  of  such  claim,  but in any event in sufficient time so that
------------------------------------------------------------------------------
LICENSOR's  or  LICENSEE's  rights  are  not  prejudiced  by  any  delay  in
----------------------------------------------------------------------------
notification,  and LICENSEE shall have the right to control the     defense of
---------------------------------------------------------------     ----------
such  claim.   LICENSEE may elect to defend against any claim without  thereby
------------------------------------------------------------------------------
waiving  any  objection  as  to  LICENSEE's  obligation  to  defend  LICENSOR
-----------------------------------------------------------------------------
therefrom. LICENSOR shall have the right to participate in the defense of such
------------------------------------------------------------------------------
claim  through  counsel  of its own selection at its own expense.  If LICENSEE
------------------------------------------------------------------------------
does  not  defend  against  a  claim  for  which  it is obligated to indemnify
------------------------------------------------------------------------------
LICENSOR,  LICENSOR  may  defend against all such claim at LICENSEE's expense,
------------------------------------------------------------------------------
provided  LICENSEE  shall  have the right at all times, in its sole discretion
------------------------------------------------------------------------------
and  at  LICENSEE's expense, to retain or resume control of the conduct of the
------------------------------------------------------------------------------
defense.
--------

6.1          SETTLEMENTS
             -----------

(a)     Neither party shall settle any claim affecting the other party's right
to  use  any  of  the  Licensed Marks or Licensed Trade Names in the Territory
without  such  other party's prior written consent, which consent shall not be
unreasonably  withheld  or  delayed

     (b)     The undertakings of Paragraphs 6 and 6.1 shall survive expiration
or  termination  of  this  Agreement.

7.          LICENSOR'S  RIGHTS
            ------------------

(a)      LICENSEE hereby acknowledges that LICENSOR is and will forever remain
---      ---------------------------------------------------------------------
the sole and rightful owner of the Licensed Marks and the Licensed Mark in any
------------------------------------------------------------------------------
Licensed  Trade  Names  to  the extent such Licensed Trade Name incorporates a
------------------------------------------------------------------------------
Licensed Mark; and that use of the Licensed  Marks and Licensed Trade Names by
------------------------------------------------------------------------------
LICENSEE  or  any  Affiliate  or  other sublicensee pursuant to this Trademark
------------------------------------------------------------------------------
License  Agreement  shall  inure  to the benefit of LICENSOR.  LICENSEE agrees
------------------------------------------------------------------------------
that  during the continuance and after a termination of this Trademark License
------------------------------------------------------------------------------
Agreement,  LICENSEE  will  not  claim  any right in or to any of the Licensed
------------------------------------------------------------------------------
Marks  and  Licensed  Trade  Names  other  than the license to use the same as
------------------------------------------------------------------------------
specifically  provided  herein,  nor will LICENSEE dispute or assist others to
------------------------------------------------------------------------------
dispute  the  ownership  or validity of any of the Licensed Marks and Licensed
------------------------------------------------------------------------------
Trade Names.  LICENSOR reserves the right to use, and license other parties to
------------------------------------------------------------------------------
use,  the  marks  and  names  included in Schedule A to this Trademark License
------------------------------------------------------------------------------
Agreement  anywhere  in  the  world  for  all products and services other than
------------------------------------------------------------------------------
Licensed  Products.
-------------------

(b)       LICENSEE agrees to make reasonable efforts to use the Licensed Marks
properly  as  trademarks or service marks, by, for example:  (i) using  , " ,"
"SM,"  "MD"  or  "MR"  or  other  appropriate  trademark registration symbols,
employing  notices  indicating  LICENSOR's ownership of the Licensed Marks and
(ii)  using  Licensed  Marks  as  adjectives  followed  by generic terms.  The
parties  recognize,  however,  that  use of trademark registration 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.  This Section 7(b) shall not be deemed to require LICENSEE to alter the
manner  in which marks have been used immediately prior to the Effective Date.
Advertising,  packaging  and  labeling  shall be made available to LICENSOR at
LICENSOR'S  request  from time to time for the purposes of satisfying LICENSOR
of  LICENSEE's  compliance  with  this  Trademark  License  Agreement.

8.          REGISTRATION
            ------------

LICENSOR  will,  where  legally  feasible and where requested by LICENSEE, use
reasonable  efforts  to  renew  and  maintain  existing  registrations  of the
Licensed Marks and to obtain new registrations for the Licensed Marks. To that
end,    LICENSOR will periodically notify LICENSEE of Licensed Marks for which
renewals,  proofs  of  use  and  the like are required. If LICENSOR decides to
renew  a  particular  registration  for  its  own  benefit, it will renew such
registration  at  its own cost.  If LICENSOR decides it does not wish to renew
such  registration  of  a Licensed Mark, it will so notify LICENSEE and afford
LICENSEE  the  opportunity to request that LICENSOR renew such registration at
LICENSEE's  sole  cost.  LICENSEE  shall  then  provide LICENSOR with a prompt
written  request  to  renew  or  maintain  such marks as it wishes to renew or
maintain along with evidence of use, specimens or other materials LICENSOR may
reasonably  request to facilitate such renewal or maintenance.  LICENSOR shall
not  be  required  to  renew  or otherwise maintain any registration for which
LICENSOR  does  not  receive  a  timely request to renew or to maintain or for
which  LICENSOR  does  not  timely  receive  adequate  proofs of use and other
evidence  which may be required under local law for renewal and/or maintenance
or  such  registration.  In  addition,  LICENSEE  shall pay LICENSOR an annual
trademark-administration  fee  of  Seventy-five  thousand  U.S.  dollars
($75,000.00)  to  cover  LICENSOR's  in-house  costs  of  administering  this
Trademark  License  Agreement.  If   LICENSEE avails itself of the benefits of
Subparagraph  2(h)  hereinabove, the annual trademark-administration fee shall
be increased by five  thousand dollars ($5,000) for each jurisdiction added to
the  Territory.  Such  fees shall be increased by three percent (3%) annually.
If  the  consumer  price index compiled by the U.S. government increases by an
amount  equal to ten percent (10%) or more in a given year, then the amount of
increase  in  that year shall be substituted for the three percent (3%) figure
noted  hereinabove.

9.          TERM  AND  TERMINATION
            ----------------------

(a)      This Trademark License Agreement shall commence on the Effective Date
and  shall  where  legally  feasible    remain in effect perpetually; however,
LICENSOR  shall  have  no further obligations to LICENSEE under this Trademark
License  Agreement with respect to any Licensed Mark or Licensed Trade Name in
a  given jurisdiction which has been or will be abandoned as determined by the
law  of  the  applicable jurisdiction or to the extent a registration covering
the same is cancelled for any reason not caused by LICENSOR or is cancelled or
rendered  cancellable  for  non-use  by LICENSEE for Licensed Products in such
country  or  for  which LICENSEE has not timely requested, provided supporting
evidence  for  and  paid  for  renewal  or  maintenance.    Abandonment  or
cancellability  for  non-use  shall  be determined by applying the law of such
jurisdiction.   If granting a perpetual license in a given jurisdiction is not
legally  feasible    (e.g.  where  a  jurisdiction  deems  such  license  an
assignment),  the  term  of  license in such jurisdiction shall be the maximum
allowed  under  the  law of such jurisdiction.  The Parties will cooperate and
use  all  reasonable efforts and take all reasonable steps in any jurisdiction
to  facilitate  LICENSEE's  continued  use  of the Licensed Marks and Licensed
Trade  Names on Licensed Products in the Territory beyond what would otherwise
be  the  maximum  term  permitted  in  such  jurisdiction.

(b)          Omitted

(c)          Omitted

(d)      This Trademark License Agreement shall terminate for a breach thereof
effective   one hundred and eighty (180) days following notice in writing from
LICENSOR  to  LICENSEE  unless,  (1)  within   ninety (90) days following such
notice    LICENSEE  has  initiated and is taking reasonable measures to remedy
such breach to the reasonable satisfaction of LICENSOR and (2) such breach has
been  remedied  to  the reasonable satisfaction of LICENSOR within one hundred
and eighty (180) days following such notice.  This Trademark License Agreement
shall also be terminable upon the same notice in the event all or part of this
Trademark  License  Agreement  is  transferred  in  any  manner  other than as
provided  in  Paragraph  16  hereinbelow.

10.          INFRINGEMENTS
             -------------

(a)          Upon  becoming  aware  in  the  Territory  of:

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

(ii)          any  matter  or circumstance which in the opinion of LICENSEE or
LICENSOR  would  likely  adversely 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 may, with respect to such
uses of marks on products or services other than Licensed Products then in use
by  LICENSEE  or  its  Affiliate  or other  sublicensee in the jurisdiction in
which  such  circumstance  exists,  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 considers advisable in the exercise
of its sole discretion.  LICENSEE shall supply such assistance and information
as  LICENSOR  may  reasonably  require  in  support of such action as LICENSOR
elects  to take.  With respect to infringements involving a third-party use of
a  mark on any Licensed Product then in use by LICENSEE in the jurisdiction in
which  the  infringement, matter or circumstance arises; 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
(10) working days following the commencement of such discussions, either party
shall  be  free  to  proceed  to  assert  its  rights  at  its  own  expense.

(b)          The  reasonable  costs  (including  but  not  limited to fees and
disbursements  paid  to  counsel  of LICENSOR's choice) of claims, actions and
other  proceedings  brought by LICENSOR at LICENSEE's request shall be paid to
LICENSOR  by  LICENSEE  .  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.

11.          ROYALTY
             -------

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

12.          SUBLICENSING
             ------------

LICENSEE  shall  have  the  exclusive  right where legally feasible   to grant
sublicenses  to  Persons  other  than  a  Principal  Competitor for use of the
Licensed  Marks  for the Licensed Products in the Territory, provided that the
sublicense  shall  be  subject  to  all terms and conditions of this Trademark
License Agreement and LICENSEE shall be responsible for acts pursuant to or in
breach  of  this  Trademark  License Agreement by any sublicensee, and further
provided  that    LICENSEE  gives LICENSOR at least thirty- (30-) days advance
written  notice indicating the identity of any prospective sublicensee 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  all  the  terms and conditions of this Trademark
License  Agreement.    In  the  event  any sublicense shall be determined   to
impose  franchising-compliance,    or  other obligations or costs on LICENSOR,
LICENSEE  shall  pay  such  costs and, to the extent feasible , discharge such
obligations.  If  LICENSOR  is  nevertheless  required  to  discharge  such
obligations,  LICENSEE  shall  reimburse  LICENSOR's  total  fees  and  costs
resulting  from the reasonable discharge of any such obligation and/or growing
out  of  any  such  activity.

13.          CONTRACT  MANUFACTURING
             -----------------------

LICENSEE  shall  have  the  right  where legally feasible   to use third-party
manufacturers  to  produce  Licensed  Products  and Other Products bearing the
Licensed  Marks  and Licensed Trade Names in the Territory meeting the Quality
Standards  of  Paragraph  3  hereinabove  solely for purchase by LICENSEE, its
sublicensed  Affiliates  or  other sublicensees for distribution to or through
its  or  their    customers  under  the terms and conditions of this Trademark
License  Agreement.

14.          PROMOTIONAL  PRODUCTS
             ---------------------

Subject  to  the items listed on Schedule B, neither party shall object to the
other  party's,  its  Affiliates',    sublicensees', dealers', franchisees' or
other  customers'  sale  or  distribution  in the Territory on a non-exclusive
basis of promotional products, such as caps, T-shirts, hats and agriculturally
oriented  apparel (e.g. jackets, shirts, pants, boots, belts), pens, balloons,
mugs, keychains, calendars, pocket knives and the like bearing LICENSEE's, its
sublicensed  Affiliate's  or  sublicensee's  Licensed Trade Name and/or one or
more  Licensed  Marks  or  Licensed  Trade Names for the purpose of developing
goodwill and promoting the products for which such party or its Affiliates and
sublicensees  are allowed to use the Licensed Marks pursuant to this Trademark
Agreement provided such items do not infringe or otherwise violate third-party
rights. Neither party shall grant a license or sublicense that would undermine
the other's rights under this Paragraph 14. The fact that the sale of products
pursuant  to  this  Paragraph  14  may  be  at  a profit shall not remove such
products  from  the  scope  of  product  contemplated  by  this  Paragraph 14.

15.          OMITTED
             -------

16.          TRANSFERABILITY
             ---------------

LICENSOR  shall  have  the  right  to  transfer  some  or  all  its rights and
obligations  under this Trademark License Agreement, either by affirmative act
or  by  operation of law, by share ownership or otherwise, without the consent
of LICENSEE.  Neither LICENSEE nor any of its Affiliates or sublicensees shall
have the right to transfer all or part of its or their  rights  or obligations
under  this  Trademark  License  Agreement,  either  by  affirmative act or by
operation  of  law, by share ownership, or otherwise, except  with the consent
of  LICENSOR, which consent will not be unreasonably withheld.   LICENSOR  may
withold  its  consent  in situations where to do so would be reasonable.  Such
situations  include, but are not limited to, LICENSOR's withholding consent to
LICENSEE's,  any of its sublicensed Affiliates' and/or any other sublicensee's
transfer  of  rights and obligations under this Trademark License Agreement to
a transferee who acquires rights to use less than all of the Licensed Marks or
to  a transferee of such rights for a territory covering less than a continent
(e.g.  Africa,  Europe,  Asia)  or  a    transfer of any rights hereunder to a
Principal  Competitor  of  LICENSOR  anywhere in the world.  A transfer of the
Trademark  License shall be deemed to have occurred if (a.) LICENSEE transfers
(by any means including, but not limited to, operation of law), all or part of
its  interest  in  the  Trademark  License;  (b.)  a  third party other than a
Principal  Competitor  should acquire (by any means including, but not limited
to,  operation  of law) a voting, profits or equity interest of twenty percent
(20%)  or  more in LICENSEE or (c.)  a Principal Competitor should acquire (by
any  means  including, but not limited to, operation of law) a voting, profits
or  equity  interest  of  ten  percent  (10%)  or  more  in  LICENSEE.

17.          NOTICES
             -------

All  notices  hereunder  given  by  the parties hereto shall be in writing and
shall  be  hand  delivered  or sent by U.S. Registered or Certified U.S. Mail,
postage  prepaid, return-receipt requested, or delivered by a courier company,
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,  Missouri    63164
               Attn:    Trademark  Counsel

LICENSEE                    ABRIBRANDS  INTERNATIONAL,  INC.
               9811  South  Forty  Drive
               St.  Louis,  Missouri    63124
               Attn:    General  Counsel

18.          RELATIONSHIP  OF  THE  PARTIES
             ------------------------------

This  Trademark  License Agreement does not make either party the agent of the
other,  create  a  partnership  or  joint  venture  between the parties or any
relationship  other  than  that  of  LICENSOR  and  LICENSEE,  nor  shall this
Trademark  License  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
or  that  of  its  Affiliates  or  other  sublicensees.

19.          CAPTIONS
             --------

The  captions used in connection with the paragraphs and subparagraphs of this
Trademark  License  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 provision of this Trademark
License  Agreement  or  any part thereof; nor shall such captions otherwise be
given  any  legal  effect.

20.          GOVERNING  LAW,  JURISDICTION  AND  VENUE
             -----------------------------------------

This  Trademark  License  Agreement  is  made  and  entered into, and shall be
governed  by and construed and interpreted in accordance with the laws of, the
State  of  Missouri, United States of America, without regard to its conflicts
of  laws  principles,  as  to  all  matters,  including  those relating to the
validity,  construction, performance, effect and remedies under this Trademark
License  Agreement.   All matters relating to this Trademark License Agreement
shall,  subject  to  the  provisions of Paragraph 22 of this Trademark License
Agreement,  be  adjudicated exclusively in the courts of the State of Missouri
located in St. Louis, Missouri, or within the United States District Court for
the  Eastern  District  of  Missouri;  and  each  party hereby consents to the
exclusive  jurisdiction  and  venue  of  such  courts  for  all  such matters.

21.          SEVERABILITY
             ------------

If  any  of  the  provisions of this Trademark License Agreement are held by a
court  or governmental authority of competent jurisdiction to be unenforceable
as  written,  then any such provision shall be deemed automatically amended so
that  it  is  enforceable to the maximum extent permissible under the laws and
public  policy of the applicable jurisdiction or authority.  The provisions of
this  Trademark  License  Agreement  are severable and each provision shall be
interpreted  and  enforced  as  if  all  completely  invalid  or unenforceable
provisions  were  not  contained  in  this  Trademark  License  Agreement  and
partially  valid  or enforceable provisions shall be enforceable to the extent
they  are  valid  or  enforceable.

22.          DISPUTE  RESOLUTION
             -------------------

     If  any  question  shall arise in regard to (a) the interpretation of any
provision of this Trademark License Agreement or (b) the rights or obligations
of  either  party hereunder or thereunder, each party shall designate a senior
executive  within  its  organization  who shall, within thirty (30) days after
such question arises, meet with the designated executive of the other party to
negotiate  and  attempt  to  resolve such question in good faith.  Such senior
executives  may, if they so desire, consult outside advisors for assistance in
arriving at such a resolution.  In the event that a resolution is not achieved
within  sixty  (60)  days following such initial meeting, then the parties may
agree  to seek other legal means of resolving such question, including but not
limited  to  binding  or  non-binding  arbitration.   If the parties cannot so
agree,  they  shall  be  free  to avail themselves of the remedies provided in
Paragraph  20  hereinabove.

23.          MISCELLANEOUS
             -------------

(a)          This  Trademark  License  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 LICENSOR and LICENSEE
and  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  Trademark License Agreement (including without limitation,
each  party's right to demand compliance with every term herein, or to declare
any  breach  a  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 Trademark
License  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 Trademark License Agreement.  The rights and remedies set
forth  in this Trademark License Agreement are in addition to any other rights
or  remedies  which  may  be  granted  by  law.

(b)      Neither LICENSOR nor LICENSEE nor any of its/their Affiliates, or, in
the case of LICENSEE, its Affiliates, sublicensees and contract manufacturers,
shall  use a mark or name which is  confusingly similar to any mark or name it
is  precluded  from  using  pursuant  to  this  Trademark  License  Agreement.

(c)          Anything  in  this  Trademark  License  Agreement to the contrary
notwithstanding,  LICENSEE's  Affiliates shall have a license hereunder to use
the  word  "Ralston"  in  their  Trade Names on stationary, business cards and
other  physical  materials  to  the  extent  now  used,  under  the  terms and
conditions  of  this  License,  for  the  sole  purpose of exhausting existing
inventories  of  such  materials,  over  a period not to extend beyond six (6)
months  following  the  Effective  Date.

(d)        All payments required to be made pursuant to this Trademark License
Agreement shall be due and payable in United States currency  thirty (30) days
following  the  event  giving  rise  to  the  obligation to make such payment.

(e)         The parties agree not to do indirectly through, for example, their
Affiliates,  anything they are not allowed to do directly under this Trademark
License  Agreement.

<PAGE>
RALSTON  PURINA  COMPANY                    AGRIBRANDS  INTERNATIONAL,  INC.
By:    /s/    James  R.  Elsesser                 By:     /s/  David R. Wenzel
   ------------------------------                    -------------------------
Name:    James  R.  Elsesser          Name:  David  R.  Wenzel
     -----------------------                 -----------------
Title:          Vice President and Chief     Title:    Chief Financial Officer
                                                   ---------------------------
       Financial  Officer
     --------------------