Exhibit 10.1


                      PROCESS AND PRODUCT LICENSE AGREEMENT

                                     BETWEEN

                               BALCHEM CORPORATION

                                       AND

                   PROJECT MANAGEMENT AND DEVELOPMENT CO., LTD

                              FOR CHOLINE CHLORIDE




<PAGE>

                                TABLE OF CONTENTS
                                -----------------

ARTICLE       TITLE                                                         PAGE
-------       -----                                                         ----

     1        Definitions....................................................  2
     2        Balchem's Obligations and Grant of Rights......................  9
     3        Consideration.................................................. 14
     4        Exchange of Improvements....................................... 16
     5        Secrecy........................................................ 17
     6        Warranties, Indemnities and Liabilities........................ 20
     7        Expansion of Production Capacity............................... 23
     8        Visit to Plant; Design and Operating Data; Further Exchange
              of Improvements................................................ 24
     9        Miscellaneous.................................................. 24

APPENDIX
--------


     I        Form Of Secrecy Undertaking

     II       Basic Engineering Scope of  Work & Delivery Schedule

     III      Certificate Of Acceptance

     IV       Performance Guarantees

     V        Outline Of Training Programme

     VI       Draft Tri Partite Agreement

     VII      In Kingdom Services- Scope & Terms & Conditions

     VIII     Project Design Basis

     IX       Battery Limit Interface Diagram

     X        Minimum Contents Of The Deliverable Documents


<PAGE>

                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
--------------------------------------------------------------------------------

                                LICENSE AGREEMENT

This  LICENSE  AGREEMENT  made this 7th day of  November  2005,  by and  between
Project Management and Development Co., Ltd.,  corporation under the laws of the
United Kingdom, with an office located at P.O. Box 11314, Al-Jubail, 31961, KSA,
(hereinafter  referred to as "PMD"), which expression shall be deemed to include
its successors and permitted assignees, of the one part,

                                       And

Balchem  Corporation,  a corporation of the State of Maryland,  U.S.A.,  with an
office  at 52  Sunrise  Park  Road,  PO Box 600,  New  Hampton,  New York  10958
(hereinafter  referred to as  "BALCHEM"),  which  expression  shall be deemed to
include its successors and permitted assignees, of the other part.

                                    PREAMBLE

                                     WHEREAS

1.     PMD is  arranging  for the  construction  and  subsequent  operation of a
       petrochemical facility in the Kingdom of Saudi Arabia.

2.     As part of the  overall  petrochemical  plan  referenced  in  Paragraph 1
       above,  PMD  intends  to  construct  and  operate a  facility  capable of
       producing  20,000 MTY (as defined  below) of  seventy-five  percent (75%)
       aqueous choline chloride or its intermediate, trimethylammonium chloride.

3.     BALCHEM owns and has the right to grant licenses under certain  know-how,
       trade secrets and other intellectual  property related to the manufacture
       and use of choline chloride.

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                                     Page 1
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                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
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4.     In order to establish said choline chloride production plant, PMD desires
       to  license  from  BALCHEM  TECHNICAL  INFORMATION  necessary  to design,
       construct, erect and operate the PLANT, as well as offer for sale, market
       and sell the PRODUCT  (all as defined  below),  and BALCHEM is willing to
       grant and supply to PMD such license and TECHNICAL INFORMATION,  to allow
       the  use of  such  TECHNICAL  INFORMATION  by PMD  under  the  terms  and
       conditions hereinafter set forth.

NOW, THEREFORE,  in consideration of the mutual covenants and obligations of the
parties as set forth  herein,  IT IS HEREBY  AGREED BY AND  BETWEEN  THE PARTIES
HERETO as follows:

                            ARTICLE 1.0 - DEFINITIONS
                            -------------------------

In this  LICENSE  AGREEMENT,  the  following  words and  phrases  shall mean and
include as hereafter defined:

1.1    AFFILIATE
       Affiliate  shall mean any entity that is controlled by,  controls,  or is
       under  common  control with BALCHEM or PMD, as the case may be, as of the
       Effective  Date. For such purpose the term "control"  means (a) direct or
       indirect  ownership  of more  than  fifty  percent  (50%)  of the  voting
       interest  in the entity in  question,  or more than fifty  percent  (50%)
       interest in the income of the entity in question; provided, however, that
       if local law requires a minimum  percentage of local  ownership,  control
       will be  established  by direct or indirect  beneficial  ownership of one
       hundred  percent  (100%) of the maximum  ownership  percentage  that may,
       under such local law, be owned by foreign  interests;  or (b) possession,
       directly or indirectly,  of the power to direct or cause the direction of
       management  or  policies  of the  entity  in  question  (whether  through
       ownership of  securities  or other  ownership  interests,  by contract or
       otherwise).

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                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
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1.2    AGREEMENT or LICENSE AGREEMENT
       This PRODUCT and PROCESS LICENSE AGREEMENT, including all appendices.

1.3    BATTERY  LIMIT Means the overall PDP scope  limits for the PLANT for each
       of the feedstock,  raw materials,  utilities including waste streams, and
       product streams, as depicted in Appendix IX.

1.4    CERTIFICATE OF ACCEPTANCE
       Means a  certificate  to be issued by PMD to BALCHEM in  accordance  with
       Appendix  III which  certificate  shall  constitute  conclusive  evidence
       (except in the case of fraud) and in any proceedings in any  jurisdiction
       that  the  Process  Guarantees  have  been or are  deemed  to  have  been
       successfully completed.

1.5    CONFIDENTIAL INFORMATION
       Shall have the meaning ascribed to it in Article 5 of this Agreement.

1.6    DATE OF START-UP
       Means the date notified in writing by PMD to BALCHEM,  upon the aggregate
       production of 180 metric tons of PRODUCT, from the PLANT.

1.7    PDP
       The technical documentation, process data, process specifications, design
       drawings,  and all  other  related  documents,  design  reviews,  process
       hazards  reviews,  as described in Appendix  II,  sufficient  for the EPC
       CONTRACTOR   to  carry  out  the   detailed   engineering,   procurement,
       construction  and  start-up  of the PLANT so the PLANT  can  satisfy  the
       PERFORMANCE GUARANTEES.

1.8    PLANT
       PMD's  manufacturing  facilities  to be erected  and  operated by PMD/EPC
       CONTRACTOR at PMD's petrochemicals complex in the Kingdom of Saudi Arabia
       for

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                                     Page 3
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                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
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       the  operation/use  of the  PROCESS,  such plant shall have the  LICENSED
       CAPACITY, for production of PRODUCT.

1.9    EPC CONTRACTOR(S)
       The  contractor,  or  contractors  skilled in the design and  erection of
       chemical  plants  employed  by PMD and  responsible  for the  design  and
       construction the PLANT.

1.10   EPC CONTRACT
       The contract to be entered into between PMD and EPC CONTRACTOR(S) for the
       design and the construction of the PLANT.

1.11   EFFECTIVE DATE
       The EFFECTIVE DATE shall be the date identified in the first paragraph of
       this AGREEMENT.

1.12   FINANCIAL CLOSE DATE
       Means  the date on which  funds are  available  for  draw-down  under the
       relevant  financing  facility  relating  to the PLANT.  PMD shall  notify
       BALCHEM of the occurrence of the FINANCIAL CLOSE DATE.

1.13   IMPROVEMENTS
       IMPROVEMENTS being improvements and developments in the PROCESS developed
       or  initiated  by  BALCHEM,  PMD or any of their  AFFILIATES  during  the
       IMPROVEMENTS PERIOD.

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                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
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1.14   IMPROVEMENTS PERIOD
       Means the period beginning with the Date of this AGREEMENT and continuing
       until  the date  ten (10)  years  from  the DATE OF  START-UP,  as may be
       extended upon the written mutual agreement of the Parties hereto.

1.15   KINGDOM
       Means the Kingdom of Saudi Arabia.

1.16   LICENSE FEE
       The total cash payment due BALCHEM under paragraphs 3.1.

1.17   LIQUIDATED DAMAGES
       Means any and every sum or sums expressed to be payable by BALCHEM to PMD
       on the failure of the PLANT to achieve the PERFORMANCE  GUARANTEES as set
       out in Appendix IV.

1.18   LICENSED CAPACITY
       LICENSED CAPACITY shall be the production of a minimum of twenty thousand
       (20,000) MTY when operating the PLANT over eight  thousand  (8,000) hours
       per  year  at  normal  operating  parameters,  adjusted  to  reflect  any
       additional capacity paid for by PMD under the provisions of Article 7.0.

1.19   MTY or MTPY
       Terms used interchangeably mean metric tons per year.

1.20   PARTY(IES)
       PMD and/or BALCHEM.

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                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
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1.21   PERFORMANCE GUARANTEES
       The  PERFORMANCE  GUARANTEES  shall  mean the  guarantees  related to the
       performance of the PLANT and the PROCESS as set forth in Appendix IV.

1.22   PERFORMANCE TEST
       Means the test set forth in Appendix IV to  demonstrate  the  PERFORMANCE
       GUARANTEES of the PLANT.

1.23   PERSONNEL
       As to any PARTY,  means  permanent  and/or  contract  employees  of the ,
       including its officers, and the PARTY's directors.

1.24   PMC CONTRACTOR
       Means any project management contractor engaged by PMD in connection with
       the project.

1.25   REGION
       Means Saudi Arabia, Bahrain, Oman, Qatar, Iraq, Iran, Kuwait and UAE.

1.26   PROJECT DESIGN BASIS
       Means a compilation of relevant  technical  information  comprising basic
       engineering design data (BEDD),  with updates,  including other technical
       basis,  discussed  and  agreed  during  post bid  meetings,  and those in
       particular  described in Appendix VIII. This will be discussed and agreed
       at the  DESIGN  CONFERENCE  and will be  deemed  incorporated  into  this
       AGREEMENT.  This  AGREEMENT  shall govern in the event of a conflict with
       the PROJECT DESIGN BASIS.

1.27   PROCESS
       PROCESS shall mean a continuous  process  technology owned by BALCHEM for
       the  manufacture of the PRODUCT and its  intermediate,  trimethylammonium
       chloride.

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                                     Page 6
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                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
--------------------------------------------------------------------------------

1.28   PRODUCT
       Means  Aqueous  Choline  Chloride  (or  commensurate  amount of trimethyl
       ammonium chloride) obtained by the PROCESS and produced by the PLANT.

1.29   PRESTART-UP SERVICES
       The Services provided by BALCHEM to PMD necessary for personnel nominated
       by PMD to use the  TECHNICAL  INFORMATION  and  operate the PLANT and the
       PROCESS  such that the PLANT  will  achieve  its  LICENSED  CAPACITY,  as
       confirmed by PERFORMANCE TEST.

1.30   TERM
       Means the period during which this AGREEMENT will be in force  commencing
       from the EFFECTIVE DATE until the earlier of ten (10) years from the DATE
       OF START UP or 31 December 2020.

1.31   TECHNICAL INFORMATION
       Technical  knowledge,   technical  data,  drawings,  designs,  and  other
       information  necessary for the PROCESS or the PRODUCTS which BALCHEM owns
       or controls or has rights to on the EFFECTIVE DATE. TECHNICAL INFORMATION
       shall include the PDP, the maintenance manual and the quality manual.

1.32   INTERPRETATION
       In  this  agreement  the  following  words  and   expressions   have  the
       interpretation as follows,  except as otherwise expressly provided herein
       or unless the context requires otherwise.

1.32.1 Year,  month,  week and day mean a calendar  year,  a calendar  month,  a
       calendar  week  and  a  calendar  day,  respectively,  of  the  Gregorian
       Calendar.

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                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
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1.32.2 Any  reference  in this  Agreement to the  Agreement or to any  provision
       thereof  shall  include any  amendment  and waiver  thereof as may become
       effective from time to time in accordance with this Agreement.

1.33.3 Any reference to any Article or Appendix in this Agreement shall refer to
       an Article or Appendix of this Agreement unless otherwise  provided.  All
       references  herein to an Article  number  (e.g.  5.12) shall be deemed to
       include  reference to all  subsequent  subparts of the same Article (e.g.
       5.12.1, 5.12.2, 5.12.3).

1.34.4 The words "include", "includes" and "including" are not limiting.

1.35.5 The headings  contained  in this  AGREEMENT  are included  solely for the
       convenience of the PARTIES.

1.36.6 This Agreement may be executed in any number of counterparts and all such
       counterparts  taken  together  shall be deemed to constitute  one and the
       same instrument.

1.37.7 Any conflict between the Articles and the Appendices shall be resolved in
       favor of the former.

1.38.8 The singular  shall include the plural and the plural the  singular,  and
       references  in either gender shall be deemed to include the other and the
       neuter, except where the context otherwise requires.

1.39.9 Words importing third parties include without  limitation,  corporations,
       companies, partnerships, associations and organizations.

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                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
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             ARTICLE 2.0 - BALCHEM'S OBLIGATIONS AND GRANT OF RIGHTS
             -------------------------------------------------------

2.1    GRANT OF RIGHTS

2.1.1  Subject to the terms and  conditions of this  Agreement and provided that
       PMD makes the payments becoming due as per Article 3.1 hereof, which sums
       are not  disputed  by PMD,  BALCHEM  hereby  grants to PMD and PMD hereby
       accepts  the  exclusive  license  in  the  REGION  to use  the  TECHNICAL
       INFORMATION   and   IMPROVEMENTS   necessary   to  perform   the  design,
       engineering,  construction,  operation,  maintenance  and  repair  of the
       PROCESS  and the  PLANT  and for  performing  research  and/or  technical
       services in support of the  manufacture,  use and sale of PRODUCTS or the
       operation, maintenance, repair or expansion of the PLANT for the LICENSED
       CAPACITY, subject to the provisions of Article 7.0.

2.1.2  Provided  that PMD makes the  payments  becoming  due as per  Article 3.1
       hereof,  which sums are not disputed by PMD,  BALCHEM agrees to grant and
       hereby grants to PMD the exclusive right, without the right to sublicense
       to any third  party,  except as  provided  for in  Article  9, to use the
       TECHNICAL  INFORMATION and IMPROVEMENTS to design,  engineer,  construct,
       operate  maintain  and  repair  the PLANT and  undertake  the  PROCESS to
       produce  the  PRODUCT,  and BALCHEM  undertakes  not to assert any of its
       rights  (including  proprietary  rights and patent rights) to prevent the
       manufacture of PRODUCTS in the PLANT. BALCHEM shall not grant licenses or
       any  other  similar  rights  relating  to the  PRODUCT  or the  TECHNICAL
       INFORMATION  to any third party to construct or operate  similar  plants,
       manufacturing similar products in the REGION.

2.1.3  In addition to the grant of license under  Section  2.1.2 above,  BALCHEM
       grants  the  right  to PMD to use,  offer  for  sale,  market,  sell  and
       otherwise dispose of the PRODUCT on a world-wide basis,  except for North
       America, as set forth in Section 2.1.4.

2.1.4  With respect to the use, offer for sale, marketing or sale of the PRODUCT
       in  territories  of  Mexico,  Canada  and the  United  States of  America
       (collectively  "North  America")  PMD  hereby  appoints  BALCHEM  as  its
       exclusive distributor for the purchasing of the

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                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
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       PRODUCT and the resale of the PRODUCT in North  America.  PMD agrees that
       BALCHEM will be the sole and exclusive  marketer and seller of PRODUCT in
       North America and shall not independently, or through third parties, use,
       offer for sale, market or sell the PRODUCT in North America,  or products
       derived from the PRODUCT in North America. Notwithstanding the above, PMD
       shall use  reasonable  endeavors to enforce this  covenant with any third
       party  distributor  selling the PRODUCT in North  America.  2.1.5 BALCHEM
       shall  give the first  right of refusal to PMD for PMD to become the sole
       and exclusive  marketer,  distributor and seller in the REGION of Aqueous
       Choline Chloride products produced by BALCHEM at any plant.

2.2    BALCHEM'S OBLIGATIONS

PDP WORK
--------

2.2.1  BALCHEM  shall  prepare  the PDP using  reasonable  skill and care and in
       accordance with the codes,  standards and other requirements specified in
       the  PROJECT   DESIGN  BASIS.   BALCHEM  will   designate  one  technical
       representative  who shall be available for PMD to contact for all matters
       relating to the  completion of the PDP and one  technical  representative
       who shall be available for PMD to contact for all matters relating to the
       PERFORMANCE GUARANTEES.  Said representative could be the same individual
       for  the  PDP  and  the  PERFORMANCE  GUARANTEES,  subject  to  continued
       employment with BALCHEM.

2.2.2  The PDP shall  include the  drawings,  specifications  and other  process
       design and basic  engineering  documents  as  specified  in Appendix  II.
       BALCHEM shall deliver the PDP in accordance with the submission  schedule
       set out in Appendix II (and shall provide PMD with brief one page summary
       updates not less than every four (4) weeks on the status and  progress of
       the PDP) in four (4)  paper  originals  and one (1)  electronic  (CD-ROM)
       original.  Final complete PDP  documentation  volumes,  in four (4) paper
       original sets and

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                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
--------------------------------------------------------------------------------

       one (1) electronic (CD-ROM) original,  shall be submitted. The electronic
       format for electronic files will be as shown in Appendix II.

2.2.3  The date of  delivery  of the PDP shall be deemed to be the date on which
       BALCHEM  dispatches to PMD the PDP. If any required  documentation is not
       received by PMD within  seven (7) days of BALCHEM  proving to PMD that it
       has dispatched such documentation,  such documentation will be treated as
       lost or damaged and BALCHEM  shall  replace it free of charge  within ten
       (10) business days.

2.2.4  Unless the Parties agree otherwise in writing in relation to a particular
       document or particular documents, and without prejudice to Article 2.2.1,
       to the extent that BALCHEM delivers to PMD any PDP documentation ahead of
       the scheduled  submission in accordance  with Appendix II, marked as "For
       Information", it is agreed that such document is not final and is subject
       to  change  by  BALCHEM.  The  complete  phased  submission  of  the  PDP
       documentation  as per Appendix  II, shall be marked  "Issued for Design",
       and  may  include  any   revisions   to  the   submissions   marked  "For
       Information".  BALCHEM  shall  prepare  as  soon as  practicable  a final
       document  index listing the latest and final revision of each document in
       the PDP.

2.2.5  The PDP and all  associated  documents,  prepared  by  BALCHEM,  shall be
       copyright  protected in favor of BALCHEM and shall  remain the  exclusive
       property  of  BALCHEM  provided,  however,  that PMD may make  sufficient
       copies of such documents for its own internal use to the extent necessary
       to exercise the rights granted in Article 2 of this AGREEMENT.

2.2.6  At a mutually  agreed upon time, but in any event within twenty (20) days
       of the EFFECTIVE DATE, a design conference ("DESIGN CONFERENCE") shall be
       held  between  BALCHEM,   PMD  and  PMD's  nominees  (including  the  PMC
       CONTRACTOR and (if relevant) the EPC CONTRACTOR)) for the purposes:

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       (a)    set out in Appendix II; and

       (b)    without  limiting  subparagraph  (a), to agree the PROJECT  DESIGN
              BASIS (which will be deemed to be agreed once PMD and BALCHEM have
              approved the minutes of the DESIGN CONFERENCE).

2.2.7  The DESIGN  CONFERENCE shall be held in the offices of the PMC CONTRACTOR
       in the UK or such other  location to be mutually  agreed  upon,  and will
       last for three to five (3-5)  working  days,  unless  extended  by mutual
       agreement  between  the  PARTIES.  Each  PARTY  involved  in  the  DESIGN
       CONFERENCE  shall bear its own costs  associated  with the  attendance of
       personnel at the DESIGN CONFERENCE.

2.2.8  BALCHEM  shall  permit  one  engineer  to be  posted  at the  site of the
       development   of  the  PDP  for  three  months  to  act  as  PMD's  local
       co-ordinator  and to carry  out  various  activities  including  becoming
       accustomed with the P & IDs, PFDs and the technical process audit.

MEETINGS
--------

2.2.9  In addition to the DESIGN CONFERENCE,  BALCHEM will assign an engineer to
       attend the following meetings which are to be held at mutually convenient
       times  or,  failing  such  agreement,  at times to be  specified  by PMD.
       BALCHEM's cost associated with these meetings are included in the PDP FEE
       identified in Article 3.2:

              o      two  (2)  review   meetings  at  the  offices  of  the  PMC
                     CONTRACTOR  in the UK, each for maximum of five (5) working
                     days.
              o      two  (2)  review   meetings  at  the  offices  of  the  EPC
                     CONTRACTOR, each for maximum of three (3) days.

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                                                    PMD CHOLINE CHLORIDE PROJECT
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TRAINING
--------

2.2.10 BALCHEM  shall  provide the training as specified  in, and in  accordance
       with, Appendix V.

ENGINEERING SERVICES
--------------------

2.2.11 BALCHEM  shall provide  critical  review  services,  to the extent deemed
       necessary  by  BALCHEM  (acting  as a  competent  licensor),  of  certain
       technical  documents  produced  by  PMD or its  contractors,  vendors  or
       others. This activity is included in the PDP Fee defined in Article 3.2.

2.2.12 BALCHEM  shall  provide  the  In-Kingdom  services as  specified,  and in
       accordance with, Appendix VII.

2.2.13 BALCHEM  shall  provide such  additional  engineering  and field  support
       services  (including  attending  meetings  at  the  offices  of  the  EPC
       CONTRACTOR  and such  assistance  as may be necessary  during the testing
       process and in connection  with certifying  mechanical  completion of the
       PLANT) as may be reasonably  requested in relation to technology  issues.
       PMD shall pay BALCHEM for such services in accordance with Article 3.4.

PERFORMANCE TEST
----------------

2.2.14 BALCHEM  guarantees  that on a  PERFORMANCE  TEST as  provided  under the
       conditions  set  forth  in  Appendix  IV,  the  PLANT  will  satisfy  the
       PERFORMANCE GUARANTEES.

2.2.15 In the event that the PERFORMANCE GUARANTEES are not fulfilled during the
       third PERFORMANCE  TEST, and such failure is for reasons  attributable to
       BALCHEM,  BALCHEM  will  pay PMD  the  LIQUIDATED  DAMAGES  as set out in
       Appendix IV.

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                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
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                           ARTICLE 3.0 - CONSIDERATION
                           ---------------------------

3.1    LICENSE FEE

       In consideration of the rights and licenses granted to PMD, PMD shall pay
       to  BALCHEM,  the  total  LICENSE  FEE of one  million  and four  hundred
       thousand United States Dollars (US$ 1,400,000). The amounts are to become
       due and payable  thirty  (30)  calendar  days after  receipt by PMD of an
       invoice with  appropriate  supporting  documents in  accordance  with the
       following schedule:

3.1.1  Fifteen  percent  (15%) of the  LICENSE  FEE  being two  hundred  and ten
       thousand  United States  Dollars (US$  210,000).  BALCHEM shall submit an
       invoice for such amount on the earlier of the FINANCIAL  CLOSE DATE or 31
       December 2006.

3.1.2  Thirty  five  percent  (35%) of the  LICENSE  FEE being four  hundred and
       ninety thousand United States Dollars (US$490,000).  BALCHEM shall submit
       an invoice for such amount after  mechanical  completion  of the PLANT as
       defined in the EPC CONTRACT.

3.1.3  Fifty  percent  (50%) of the LICENSE FEE,  being seven  hundred  thousand
       United States Dollars  (US$700,000).  BALCHEM shall submit an invoice for
       such amount after the PERFORMANCE TESTS have been successfully  completed
       (or waived).

3.2    PDP FEE

       As  consideration  for the  preparation  and  delivery  of the PDP  under
       Article 2, including  attending the meetings and critical review services
       as  described  in Article  2, PMD shall pay to  BALCHEM  the total sum of
       seven hundred ninety  thousand  United States Dollars  (US$790,000).  The
       amounts are to be due and payable thirty (30) calendar days after receipt
       by PMD of an invoice with appropriate  supporting documents in accordance
       with the following schedule:

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                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
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3.2.1  Forty  percent  (40%) being three  hundred  and sixteen  thousand  United
       States Dollars  (US$316,000)  as a down payment.  BALCHEM shall submit an
       invoice for such amount after the EFFECTIVE DATE.

3.2.2  Twenty  percent (20%) being one hundred and fifty eight  thousand  United
       States  Dollars  (US$158,000).  BALCHEM  shall submit an invoice for such
       amount upon the submission of the Phase 3 documentation  as identified in
       Appendix II.

3.2.3  Twenty percent (20%) being one hundred fifty-eight thousand United States
       Dollars  (US$158,000).  BALCHEM  shall  submit an invoice for such amount
       upon the submission of the Phase IV final  documentation as identified in
       Appendix II.

3.2.4  Twenty  percent (20%) being one hundred and fifty eight  thousand  United
       States  Dollars  ($158,000).  BALCHEM  shall  submit an invoice  for such
       amount upon submission of the Phase V final  documentation  as identified
       in Appendix II.

3.3    TRAINING FEE

       As consideration  for providing  training as described in Appendix V, PMD
       shall pay to BALCHEM  the sum of fifty  thousand  United  States  Dollars
       (US$50,000).  BALCHEM may submit an invoice for such amount within thirty
       (30) days of commencement of the training services  described in Appendix
       V.

3.4    ENGINEERING AND FIELD SUPPORT RATES

3.4.1  As  compensation  to BALCHEM for any  engineering  support and assistance
       provided from BALCHEM's  office in the USA,  pursuant to Article  2.2.13,
       PMD shall pay to  BALCHEM a uniform  hourly  rate of one  hundred  United
       States Dollars (US$ 100) per  man-hour(provided  that BALCHEM  submits to
       PMD invoices together with timesheets and a brief explanation of the work
       performed).  PMD shall  effect  payment  within  thirty  (30) days of the
       receipt by PMD of BALCHEM's invoices, complete in all respect.

3.4.2  As  compensation  to BALCHEM for any  engineering  support and assistance
       provided outside BALCHEM's office in the USA, pursuant to Article 2.2.13,
       PMD shall  pay to  BALCHEM  the  uniform  per diem rate of Eight  hundred
       United  States  Dollars  (US$  800).

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       Additionally,  PMD will  reimburse  reasonable  expenses  towards  travel
       (business class air for  intercontinental  flights),  accommodation,  and
       living expenses (provided that BALCHEM submits invoices,  time sheets and
       brief  explanations  of work performed and receipts of actual expenses to
       PMD).  PMD shall effect payment within thirty (30) days of the receipt by
       PMD of BALCHEM's invoices, complete in all respect.

3.5    PAYMENTS

       All payments to BALCHEM  provided for in this AGREEMENT  shall be made in
       U.S. Dollars.

3.6    TAXES & DUTIES

       The payments  required to be made under this  Agreement in respect of PDP
       FEE,  LICENSE FEE and outside Kingdom  services shall be paid free of all
       taxes and deductions  whatsoever  imposed by or arising as per applicable
       laws in the KINGDOM.  However,  BALCHEM shall bear taxes as applicable on
       invoices  towards the  services  rendered in the Kingdom of Saudi  Arabia
       pursuant to 3.4.2.

3.7    CHANGES TO PDP

       PMD may specify any PMD preferences to be taken into consideration in the
       preparation of the PDP. Such  preferences  shall be included at BALCHEM's
       discretion.  Without prejudice to Article 2.2.6(b),  changes initiated by
       PMD to the PDP or the  PROJECT  DESIGN  BASIS  (subsequent  to the DESIGN
       CONFERENCE)  will be incorporated  only if the design proposed by BALCHEM
       is unsafe or contrary to the PROJECT  DESIGN BASIS.  Such changes will be
       made at no cost to PMD. Any other change to the PDP or the PROJECT DESIGN
       BASIS proposed by PMD if required to be incorporated will be incorporated
       by BALCHEM  and the  additional  actual  engineering  costs  incurred  by
       BALCHEM will be reimbursed by PMD.

                     ARTICLE 4.0 - EXCHANGE OF IMPROVEMENTS
                     --------------------------------------

4.1    For the duration of the IMPROVEMENTS  PERIOD,  BALCHEM and PMD shall meet
       annually at BALCHEM'S  offices in the USA to exchange  information  about
       the

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       IMPROVEMENTS  acquired  and/or  developed  by each  during the  preceding
       period of time,  if any. Each PARTY shall inform the other PARTY which of
       the IMPROVEMENTS of the other PARTY it intends to use. PMD shall, without
       additional  payment,  be entitled to use  IMPROVEMENTS  of BALCHEM in the
       PLANT, and similarly BALCHEM shall,  without payment,  be entitled to use
       IMPROVEMENTS of PMD in its plants.

4.2    BALCHEM  shall not be entitled to use  IMPROVEMENTS  developed by PMD for
       any  other  purpose  other  than  as  referred  to in  Article  4.1,  and
       specifically  shall not be  entitled  to  sub-license  such  IMPROVEMENTS
       developed  by  PMD  to  third  parties,  without  first  entering  into a
       co-licensing  agreement  with PMD.  The  PARTIES  agree to consult and to
       negotiate  in good faith with a view to agreeing  the  specific  terms of
       such an  arrangement  and  acknowledge  that  PMD  shall be  entitled  to
       reasonably share in the benefit  (including any monetary  benefit) of any
       such arrangement.

                              ARTICLE 5.0 - SECRECY
                              ---------------------

5.1    For a period of fifteen (15) years from the EFFECTIVE  DATE,  each of PMD
       and BALCHEM hereby undertake to use their best efforts to keep secret, to
       withhold from third parties (except as authorized herein) and to use only
       for purposes connected with this AGREEMENT, all TECHNICAL INFORMATION and
       IMPROVEMENTS  furnished  or  disclosed  by the other  PARTY  directly  or
       indirectly,  under this AGREEMENT,  except such TECHNICAL  INFORMATION or
       IMPROVEMENTS, as:

       (a) can be proved by the receiving PARTY to have been of public knowledge
       at the date of disclosure thereof by the disclosing PARTY; or

       (b) can be proved by the receiving  PARTY to have been in its  possession
       prior to disclosure by the disclosing PARTY,  provided that the receiving
       PARTY  has  not

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       received  such  TECHNICAL   INFORMATION  or   IMPROVEMENTS   directly  or
       indirectly from the disclosing PARTY; or

       (c) shall have become of public  knowledge after such disclosure  through
       no default of the receiving PARTY; or

       (d) shall have become legally  available to the receiving  PARTY from any
       third party without  restriction on disclosure or use, provided that such
       third party has not received such TECHNICAL INFORMATION or IMPROVEMENT(s)
       directly or indirectly from the disclosing PARTY under binder of secrecy;

       (e)  is  developed  by  the  receiving  PARTY  independent  of  TECHNICAL
       INFORMATION or IMPROVEMENTS  received from the disclosing  PARTY pursuant
       to this AGREEMENT, or the EPC CONTRACT, or

       (f) required to be disclosed by law.

       For the  purpose of this  paragraph,  disclosures  made to the  receiving
       PARTY under this  AGREEMENT  which are  specific,  e.g. as to  equipment,
       PRODUCT, operating conditions, specific materials used, etc. shall not be
       deemed to be within the  foregoing  exceptions  merely  because  they are
       embraced by general disclosures in the public domain or in the possession
       of the receiving  PARTY.  In addition,  any combination of features shall
       not be  deemed to be  within  the  foregoing  exceptions  merely  because
       individual  features are in the public domain or in the possession of the
       receiving  PARTY,  but  shall  be  deemed  to  be  within  the  foregoing
       exceptions only if the combination  itself and its principle of operation
       are in the public domain or in the possession of the receiving PARTY.

5.2    To the extent legally permissible,  the receiving PARTY shall ensure that
       its employees who have received TECHNICAL INFORMATION and/or IMPROVEMENTS

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       understand  their  obligations to it to keep secret and  confidential all
       such TECHNICAL  INFORMATION and  IMPROVEMENTS  during the period of their
       employment by the receiving PARTY.

5.3    BALCHEM shall not make an  application  for, or file, any patent or other
       intellectual  property right arising out of any IMPROVEMENT  developed by
       PMD. PMD shall not make an application  for, or file, any patent or other
       intellectual  property right arising out of any IMPROVEMENT  developed by
       BALCHEM.

5.4    Irrespective of the provisions set forth in Article 5.1 above,  PMD shall
       have the right to disclose TECHNICAL  INFORMATION and/or  IMPROVEMENTS to
       its financiers (including their technical advisors),  the PMC CONTRACTOR,
       EPC CONTRACTOR,  its other  contractors or suppliers or AFFILIATES to the
       extent   necessary  for  rendering   services  for  PMD  in  the  design,
       engineering,   construction,   operation,   repair,   maintenance  and/or
       expansion of the PLANT,  provided  that PMD has first  obtained  from the
       recipients thereof signed secrecy undertakings. Such secrecy undertakings
       shall be  substantially  in the form attached  hereto as Appendix I (with
       such  amendments  as BALCHEM may approve  acting  reasonably)  or in such
       other form as may be acceptable to BALCHEM (acting reasonably).

5.5    Notwithstanding  any other provision in this AGREEMENT,  PMD may disclose
       TECHNICAL INFORMATION of BALCHEM to its AFFILIATES,  and to third parties
       for the  limited  purposes  of  comparing  operating  data for the PLANT,
       developing  or  modifying  operating  methods  or  protocols,  developing
       additives  for  the  PLANT,  or  for  performing  services  or  supplying
       equipment  for the  PLANT or for  expansions  or  modifications  thereof,
       provided that PMD has first obtained from the  recipients  thereof signed
       secrecy undertakings. Such secrecy undertakings shall be substantially in
       the form attached  hereto as Appendix I (with such  amendments as BALCHEM
       may approve acting reasonably) or in such other form as may be acceptable
       to BALCHEM (acting reasonably).

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5.6    Furthermore,  PMD and BALCHEM may disclose  TECHNICAL  INFORMATION and/or
       IMPROVEMENTS to governments,  governmental agencies, courts and tribunals
       and  subdivisions  thereof to the minimum extent  required.  However,  if
       required  to  disclose to any  governmental  entity or agency,  the PARTY
       required  to  disclose  shall  immediately  notify  the PARTY who was the
       disclosing PARTY of such TECHNICAL  INFORMATION of such  requirement.  In
       addition  the  disclosing  Party  shall use every  effort to protect  the
       TECHNICAL  INFORMATION in the same manner and to the same extent provided
       herein to the extent reasonably possible.

              ARTICLE 6.0 -WARRANTIES, INDEMNITIES AND LIABILITIES
              ----------------------------------------------------

6.1.   BALCHEM  represents  and  warrants  that it has  the  right  to  disclose
       TECHNICAL  INFORMATION  to PMD and to  grant to PMD the  license  granted
       herein.

6.2    BALCHEM  hereby  confirms that it has the right to disclose the TECHNICAL
       INFORMATION  to PMD in accordance  with the terms hereof and that the use
       of any  portion  of the  TECHNICAL  INFORMATION  in  accordance  with the
       license  granted  hereunder  and to the  best of its  knowledge  does not
       violate the  proprietary  or  intellectual  property  rights of any third
       party.

6.3    BALCHEM hereby declares that it is not aware of any patent right or other
       intellectual property of a third party, which would be infringed by PMD's
       use of  TECHNICAL  INFORMATION  in the  manufacture  of  PRODUCTS  by the
       PROCESS in the PLANT or the design, engineering, construction, operation,
       repair or  maintenance of the PLANT or the use or sale of PRODUCTS in any
       country in the world and  BALCHEM  agrees to inform PMD  promptly  of any
       patent or other third party intellectual property right becoming known to
       BALCHEM  which could  suggest  infringement  by use of the PROCESS or any
       IMPROVEMENT by PMD in the PLANT or the use or sale of PRODUCTS hereunder.

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                                                    PMD CHOLINE CHLORIDE PROJECT
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6.4.1  If any  claim,  suit or  action  for  infringement  of  patents  or other
       intellectual  property rights is brought against PMD arising out of PMD's
       use of the TECHNICAL INFORMATION to design, construct,  operate, maintain
       and repair the PLANT, to manufacture the PRODUCTS,  or the use or sale of
       the PRODUCTS in accordance with this AGREEMENT,  BALCHEM shall during the
       TERM of this Agreement,

              (a) upon receipt of PMD's written request in writing  undertake at
              BALCHEM'S  own  expense  the  defence of any such  claim,  suit or
              action; and

              (b)  regardless of whether PMD has requested  BALCHEM to undertake
              the  defence  of any such  claim,  suit or action,  indemnify  PMD
              against, and otherwise hold PMD free and harmless from, damages or
              other such sums which may be assessed or may become payable by PMD
              under, or any costs (including reasonable legal costs, the cost of
              modifying  the PLANT and the cost of modifying the manner in which
              the PLANT or PROCESS is operated)  incurred by PMD arising out of,
              any  settlement  of any such  claim,  suit or  action or any final
              decree or judgment in any suit or action.

6.4.2  Where  BALCHEM has been  requested to  undertake  the defense of any such
       claim,  suit or action,  BALCHEM  shall have sole charge and direction of
       the defense of any such suit or action and of all  negotiations  for such
       settlement,   but  PMD  shall  be  obligated  to  render  all  reasonable
       assistance  which may be required by BALCHEM  (provided  that  associated
       costs to PMD shall be reimbursed by BALCHEM).  PMD, at its own cost,  may
       retain  counsel of its own selection to advise and consult with BALCHEM'S
       counsel.

6.4.3  Neither BALCHEM nor PMD may settle any suit or action without the consent
       of the other PARTY if by such  settlement the other PARTY is obligated to
       make any  monetary  judgment,  to part with any  property or any interest
       therein,  to assume any  obligation  (including  any obligation on PMD to
       modify the PLANT or the manner in which the

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       PLANT  is  operated  or  the  PROCESS  is  used),  to be  subject  to any
       injunction,  or to grant any  license  or other  rights  under its patent
       rights.  In no event shall any PARTY,  in reaching or attempting to reach
       such settlement, make any statements, concessions or admissions as a part
       thereof which may be adverse to the other PARTY'S interests without first
       obtaining the other PARTY'S written consent.

6.5    The  total  cumulative  liability  of  BALCHEM  to PMD  with  respect  to
       performance  guarantees,  in accordance with Appendix 4, and with respect
       to patent indemnification as provided in Article 6.4, and with respect to
       any other  obligation  under  this  AGREEMENT  shall not  exceed  seventy
       percent (70%) of the LICENSE FEE.

6.6    PMD shall indemnify,  defend and hold BALCHEM,  its directors,  officers,
       employees, agents, and Affiliates harmless from and against all claims by
       third parties for death,  disease or personal  injury  resulting  from or
       arising out of the manufacture, use and sale of the PRODUCT by PMD or any
       PMD AFFILIATE;  provided, however, that PMD's indemnification obligations
       under this  Article  6.6 shall not apply (i) to the extent  that any such
       claim   arises  out  of  any  breach  by  BALCHEM  of  any  of  BALCHEM's
       representations,  warranties or covenants hereunder, or (ii) to any claim
       arising out of BALCHEM's sole negligence.

6.7    IN NO EVENT SHALL  BALCHEM BE LIABLE  FOR,  AND PMD SHALL  INDEMNIFY  AND
       DEFEND BALCHEM AGAINST, ANY ENVIRONMENTAL,  TOXIC WASTE,  HAZARDOUS WASTE
       OR POLLUTION  LIABILITY,  OR, EXCEPT TO THE EXTENT  COVERED BY LIQUIDATED
       DAMAGES OR THE INDEMNITY UNDER ARTICLE 6.4, FOR ANY SPECIAL,  INCIDENTAL,
       INDIRECT OR  CONSEQUENTIAL  DAMAGE OF ANY NATURE SUCH AS, BUT NOT LIMITED
       TO, LOSS OF PRODUCTION,  UNAVAILABILITY OF THE PLANT, LOSS OF ANTICIPATED
       PROFITS OR INTEREST  ON  INVESTMENT,  LOSS OF USE OF

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       REVENUE,  INCREASED  EXPENSE OF OPERATION  AND WHETHER ANY SUCH CLAIMS OR
       DAMAGES ARE BASED ON CONTRACT, TORT OR OTHERWISE.

                  ARTICLE 7.0 - EXPANSION OF LICENSED CAPACITY
                  --------------------------------------------

7.1    In the event that PMD,  during the TERM of this  AGREEMENT,  expands  the
       capacity  of the  PLANT,  such that the  expanded  capacity  of the PLANT
       exceeds the LICENSED CAPACITY (plus twenty-five  percent (25%), PMD shall
       be required to make a one off payment in excess of the LICENSE FEE in the
       amount of seventy-five United States Dollars (US$75.00),  for each metric
       ton of  capacity  in the PLANT in excess of one  hundred  and twenty five
       percent (125%) of the LICENSED  CAPACITY which arises out of the relevant
       expansion  and  shall  thereby  acquire  a fully  paid  license  for such
       additional annual design capacity.  PMD shall pay such additional license
       fee within thirty (30) days of receipt of BALCHEM's invoice therefore, no
       later than  thirty  (30) days after said  additional  design  capacity is
       commissioned.

7.2    PMD agrees  that for so long as it  continues  to  practice  the  PROCESS
       during the term of this  AGREEMENT,  it will keep  detailed  and accurate
       records of the  character  and amount of charge and  PRODUCT  used and/or
       obtained as the case may be,  submitting  such data to BALCHEM  annually.
       PMD  further  agrees that  BALCHEM,  acting  through an outside  publicly
       recognized  auditing  firm  approved  by PMD,  which  approval  shall not
       unreasonably be withheld,  may at reasonable  intervals,  upon reasonable
       advanced  notice,  and during normal business hours make such examination
       of PMD's  operation and  production  records and may make  abstracts from
       such  records and accounts as may be necessary to verify the license fees
       paid and payable  under this  AGREEMENT.  Such  auditor  shall  provide a
       statement to BALCHEM after such audit, which will include as a minimum if
       the PLANT exceeds the LICENSED CAPACITY, the actual production of PRODUCT
       during the period in question.

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                                                    PMD CHOLINE CHLORIDE PROJECT
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        ARTICLE 8.0 - VISIT TO PLANT; DESIGN AND OPERATING DATA; FURTHER
        ----------------------------------------------------------------
                            EXCHANGE OF IMPROVEMENTS
                            ------------------------

8.1    Provided that BALCHEM  complies with the reasonable  requests of PMD, PMD
       agrees that from time to time during the TERM of this AGREEMENT,  BALCHEM
       personnel  will be permitted  to visit the PLANT to review the  operation
       and take operating data and samples, which information shall be used only
       in accordance with Article 4, for improvement.

8.2    Subject to PMD's  approval,  other  licensees  of BALCHEM,  or  potential
       licensees of the PROCESS,  may also visit, the PLANT,  number of visitors
       limited  to  maximum  of five  (5).  Request  for  such  visits  shall be
       submitted  by BALCHEM to PMD at least  thirty (30) days in  advance,  and
       approval shall not be unduly withheld.

                           ARTICLE 9.0 - MISCELLANEOUS

9.1    Transfer and Assignment

       Except to an  AFFILIATE  who will  assume  all  rights  and  obligations,
       neither of the PARTIES shall transfer or assign their  respective  rights
       and  obligations  under this AGREEMENT to third parties without the prior
       written  permission  of the other  PARTY,  except  however,  that PMD may
       assign its rights or transfer its  obligations  under this  Agreement to:
       (1) any company  formed for the purpose of undertaking  the project;  (2)
       the successor to the entire  assets and business to which this  Agreement
       relates; (3) PMD shall be freely entitled, to assign, charge or otherwise
       encumber its interests under this Agreement or any right or benefit under
       this Agreement in favour of any bank,  financial  institution or an agent
       or  trustee  of the  same  providing  financing  in  connection  with the
       project.

9.2    Entire Agreement

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       The PARTIES declare that this AGREEMENT  constitutes the entire agreement
       between  them  relating  to the  PLANT,  TECHNICAL  INFORMATION  and  the
       PROCESS. There are no understandings,  statements or guarantees except as
       herein  expressly set forth in respect of this  AGREEMENT.  Neither PARTY
       shall claim any  representations  to the other PARTY or to third  parties
       which  are  not  expressly  stated  herein.  No  change,   alteration  or
       modification  hereof  shall be  effective  unless it is made in a written
       document signed by both PARTIES.

9.3    Termination

       This  agreement  shall expire at end of TERM, as defined in Article 1.34.
       However,  PMD shall be  entitled  to use  TECHNICAL  INFORMATION  and the
       PROCESS in the PLANT and  BALCHEM  and PMD shall  remain  entitled to use
       IMPROVEMENTS  and  information  exchanged  pursuant to Article 8.0,  even
       after  the  expiration  of this  AGREEMENT  without  making  any  payment
       thereafter, except for the expansion of LICENSED CAPACITY. The expiration
       of this AGREEMENT shall not relieve BALCHEM or PMD from their obligations
       pursuant to Article 5.0.

9.3.1  If either Party to this Agreement ("the  Defaulting  Party") shall become
       bankrupt  or  insolvent,  or has a  receiving  order made  against it, or
       compounds  with its creditors,  or, being a corporation,  commences to be
       wound  up  (such  winding  up not  being  voluntary  for the  purpose  of
       reconstruction  or  amalgamation  whilst  solvent),  or  carries  on  its
       business  under  an  administrative  receiver  for  the  benefit  of  its
       creditors or any of them, or has an administrator  appointed,  or has any
       distress levied on its goods, or if events or acts shall occur or be done
       in relation to or by PMD to those described in this Article 9.3, then the
       other Party ("the Innocent Party") shall be entitled without prejudice to
       any other of its rights or  remedies,  to  terminate  this  Agreement  by
       notice  in  writing  to the  Defaulting  Party  or to the  administrative
       receiver, liquidator,  administrator or other competent person or body in
       whom this  Agreement may become  vested,  or to give such

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                                    Page 25
<PAGE>

       administrative receiver,  liquidator,  administrator,  person or body the
       option of carrying out this Agreement.

9.3.2  Unless the Parties  expressly agree or have expressly agreed otherwise in
       writing,  this  Agreement  may be  terminated  only  in  accordance  with
       Articles 9.5 or by the mutual written consent of both Parties.

9.3.3  PMD may, at any time prior to the FINANCIAL  CLOSE DATE,  and at its sole
       convenience,  terminate  this  Agreement  by  giving  written  notice  to
       BALCHEM.  If PMD terminates this Agreement under this clause:

       (a)    BALCHEM shall  immediately cease the performance of all work under
              the Agreement; and

       (b)    PMD shall, within ninety (90) days of the date of termination, pay
              BALCHEM any amounts  which have accrued for payment in  accordance
              with this Agreement by PMD but which have not been paid.

9.3.4  BALCHEM  acknowledges and agrees that BALCHEM 's sole remedy against PMD,
       and the  limit  of  PMD's  liability  to  BALCHEM,  arising  out of or in
       connection  with the  termination  of this  Agreement  under clause 9.3.3
       (including  for  any  work  carried  out by  BALCHEM  prior  to any  such
       termination), will be for the payment of the amount referred to in clause
       9.3.3(b).

9.3.5  Provided  PMD  shall  have  fulfilled  all of  its  material  duties  and
       obligations hereunder including the payment of all sums specified in this
       Agreement,  and provided  BALCHEM has received  such sums,  the following
       shall apply:

       (a)    the grant of rights in Articles 2 shall survive, in perpetuity and
              at no further cost, expiration of this Agreement; and

       (b)    BALCHEM  's  obligation  to  not  assert  or to  arrange  for  the
              non-assertion of any patents included in the TECHNICAL INFORMATION
              by  reason  of  PMD's  use

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              of  said  PROCESS,  Technology  and  Improvements,  to the  extent
              BALCHEM has agreed hereunder,  shall survive, in perpetuity and at
              no further cost, expiration of this Agreement.

9.3.6  Termination  of this  Agreement for whatever  cause by either Party shall
       not affect  any  rights  accrued  or  obligations  incurred  prior to the
       effective date of such termination.

9.4    Default

       If either PARTY commits a material  breach of this  AGREEMENT,  including
       its  obligation to make  payments as provided in Article 3.1 hereof,  the
       non-defaulting  PARTY may give  written  notice to the  defaulting  PARTY
       calling  attention to such default and, in the event the defaulting PARTY
       shall not correct such default  within sixty (60) days after such notice,
       or if such default is one which  reasonably  cannot be  corrected  within
       such time, is not  diligently  pursuing  correction of such default,  the
       non-defaulting  PARTY shall have the right to  terminate  this  AGREEMENT
       forthwith.  Termination  of this  AGREEMENT  by a PARTY  shall be without
       prejudice  to that  PARTY of any other  remedy it may have.  Failure of a
       PARTY to exercise  any right to  terminate  this  AGREEMENT  shall not be
       deemed a waiver of such right or of the right so to do for persistence in
       default of a continuing nature, or for any subsequent  default, or of any
       other  rights  that PARTY may have  against  the other PARTY by reason of
       such default. Termination of this AGREEMENT shall not relieve the PARTIES
       of any obligation or liability  arising under this AGREEMENT prior to the
       EFFECTIVE  DATE of such  termination,  including  the  payments by PMD in
       accordance with Article 3.1 and the PARTIES secrecy obligations  pursuant
       to Article 5.0.

9.5    Force Majeure

       Neither PARTY shall be considered to be in default in the  performance of
       their obligations  hereunder (except for the payment of monies),  if such
       performance is prevented or delayed because of earthquakes, disturbances,
       sabotage, war (whether

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                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
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       declared  or  undeclared),  invasion,  armed  conflict  or act of foreign
       enemy,  rebellion,  revolution,  insurrection,  civil  war,  riot,  civil
       commotion,  blockage,  embargo,  radioactive  contamination  or  ionizing
       radiation, save to the extent that such delay or failure to perform could
       have been foreseen, prevented, overcome or remedied (in whole or in part)
       by the  affected  PARTY  ("FORCE  MAJEURE").  The  PARTY  prevented  from
       performing  its  obligations  or duties because of FORCE MAJEURE shall be
       required to notify the other Party hereto within fifteen (15) days of the
       occurrence and particulars of such FORCE MAJEURE and shall be required to
       provide the other PARTY, from time to time, with its best estimate of the
       duration  of such  FORCE  MAJEURE  and  with  notice  of the  termination
       thereof.  The Party so affected shall use reasonable  efforts to avoid or
       remove such causes of nonperformance. Upon the expiration of the event of
       FORCE  MAJEURE  the  obligation  to  perform  any  previously   suspended
       obligation or duty shall promptly recommence. In the event that the FORCE
       MAJEURE continues for a period of more than six (6) months,  either PARTY
       may terminate this AGREEMENT by notifying the other PARTY in writing.

9.6    Interpretation of Provisions

       All parts and contents of this  AGREEMENT  consist of a sole  undertaking
       and any part or parts  hereof  shall not be  treated or  construed  as an
       independent  undertaking  or  agreement.  Should the same word  appear in
       several parts of this AGREEMENT and should thereby any ambiguity arise in
       the  interpretation  thereof,  the word should be construed in accordance
       with the context in which the word appears.

9.7    In the event  that any  stipulation  or  stipulations  of this  AGREEMENT
       becomes void,  this shall not affect the validity of this  AGREEMENT as a
       whole.  BALCHEM and PMD shall  together make  arrangements  to replace or
       amend such incorporative stipulations in order to give effect to the real
       intention of the PARTIES.

9.8    Applicable Law

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       This AGREEMENT  shall be governed by and  interpreted in accordance  with
       the laws of England, excluding its conflict of laws provisions.

9.9    Dispute Resolution

9.9.1  Any dispute that may arise under or in relation to this  AGREEMENT  shall
       be  determined  by  arbitration,  unless  agreement  in writing  has been
       reached  between the PARTIES to the dispute  sixty (60) days after formal
       written notice of dispute or disagreement  has been given by one PARTY to
       the other  PARTIES to the dispute.  The PARTIES agree that service of any
       notices in reference to such  arbitration at their  addresses as given in
       this AGREEMENT shall be valid and sufficient.

9.9.2  The arbitration shall be conducted  according to the Rules of Arbitration
       of the International Chamber of Commerce (the "ICC Rules"), in London, or
       another mutually agreeable location.  In case of conflict between the ICC
       Rules and the  provisions  of this clause,  the  provisions  hereof shall
       prevail.

9.9.3  The arbitral tribunal shall consist of three  arbitrators.  Each PARTY to
       the dispute shall appoint one arbitrator. If a PARTY fails to appoint its
       arbitrator  within a period of twenty (20) days after receiving notice of
       the arbitration,  then such arbitrator shall be appointed pursuant to the
       procedures of the ICC Rules. If there are fewer than three PARTIES to the
       dispute,  the  third  arbitrator  shall  be  appointed  pursuant  to  the
       procedures of the ICC Rules.

9.9.4  Arbitrators  shall be persons with experience of the  implementation  and
       interpretation  of  contracts   relating  to  the  design,   engineering,
       construction,  operation and  maintenance of projects of a similar nature
       to the project.  No arbitrator  shall be a present or former  employee or
       agent  of, or  consultant  or  counsel  to,  any  PARTY or any  affiliate
       thereof.

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                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
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9.9.5  Any decision  rendered by the arbitral  tribunal,  including the arbitral
       award  shall be  treated  in secrecy  by the  arbitral  tribunal  and the
       PARTIES.

9.9.6  Each  PARTY  shall  bear  its  costs  and  expenses   incurred  with  the
       arbitration,  including  solicitors'  fees.  The PARTIES shall also share
       equally the arbitrators' fees and expenses  provided,  however,  that the
       arbitrators may provide for alternative  allocation of such expenses to a
       PARTY.

9.9.7  If any dispute:

       9.9.7.1 raises issues which are  substantially  the same as, or connected
              with,  or touch upon,  or concern  issues raised in any dispute or
              difference  arising out of or in connection  with the EPC Contract
              or the  tri-partite  agreement  referred  to in  Article  9.11  (a
              "Related Project Dispute"); or

       9.9.7.2 arises out of, or touches  upon,  or concerns  substantially  the
              same facts as are the subject of a Related Project Dispute,

       then  notwithstanding  that arbitrators may have been agreed or appointed
       under this  AGREEMENT  (but subject to clause  9.8),  PMD may, by written
       notice  to  BALCHEM,  the EPC  CONTRACTOR  and the  arbitrators  who have
       already been agreed or appointed hereunder,  require the reference of any
       such  dispute to be  referred  to and  finally  settled  by the  arbitral
       tribunal  appointed or to be appointed  under the EPC Contract in respect
       of any such related dispute ("Joint Tribunal").

9.9.8  The Joint Tribunal  shall become the arbitral  tribunal in respect of any
       dispute or difference between the PARTIES.  The PARTIES shall be bound by
       any  directions or orders made by the Joint  Tribunal as to their joinder
       in any arbitration  proceedings  under the EPC Contract and shall also be
       bound by any procedural  directions and any subsequent  award made by the
       Joint Tribunal.

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                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
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9.9.9  Article 9.8 shall not apply in respect of any dispute  after a hearing on
       the merits has commenced in any arbitration under this Article 9.

9.9.10 In the event of the revocation of the authority of  arbitrators  who have
       already  been agreed or appointed  under this  AGREEMENT by reason of the
       notice  given  by PMD  under  Article  9.7,  the  cost  of the  cancelled
       arbitration  (including the arbitrators' fees) shall be dealt with by the
       Joint Tribunal as costs in that arbitration.  Pending such determination,
       the fees of the  arbitrators  whose  authority  has been revoked shall be
       paid in equal portions by the PARTIES.

9.9.11 It is not intended  that this clause  shall  operate so as to deprive any
       PARTY to a dispute of anything which, apart from this clause,  would be a
       valid claim or defence.  Accordingly,  all claims and defences which were
       originally  made in the  cancelled  arbitration  shall be deemed  for all
       purposes to have been brought when made and not be affected in any way by
       the revocation of the authority of the arbitrators or the cancellation of
       the arbitration  pursuant to Articles 9.7 and 9.9 so that the position of
       either PARTY to the dispute shall not thereby be prejudiced  with respect
       to any rule of law,  statute,  regulation or contractual  provision which
       imposes a time limit on the  commencement  of proceedings or the right to
       any remedy.

9.9.12 The Joint Tribunal in determining any dispute shall consider all evidence
       which it may think  pertinent to that dispute which is filed or called by
       a PARTY to the arbitration proceedings.

9.9.13 Notwithstanding any reference to arbitration  hereunder the PARTIES shall
       continue to perform their  respective  obligations  under this  AGREEMENT
       unless the PARTIES otherwise agree.

9.10   Export of Technical Data

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                                                    PMD CHOLINE CHLORIDE PROJECT
                                                 COMPREHENSIVE LICENSE AGREEMENT
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       PMD understands that the TECHNICAL  INFORMATION and IMPROVEMENTS provided
       by BALCHEM under this  AGREEMENT may only be used in connection  with the
       license  granted  under  this  AGREEMENT  and PMD may not export any such
       TECHNICAL INFORMATION, IMPROVEMENTS or the PLANT itself without the prior
       written consent of BALCHEM.  PMD confirms that the TECHNICAL  INFORMATION
       to be provided by BALCHEM  and the PLANT to be erected are  intended  for
       civil use only.

9.11   Tri partite agreement

       BALCHEM shall,  upon written  request from PMD,  execute and enter into a
       tripartite agreement substantially on the terms set out in Appendix VI.

9.12   Language

       This agreement shall be executed in English language.  All communications
       between  the  Parties  concerning  anything  within  the  scope  of  this
       Agreement shall be in the English language.

       IN WITNESS  WHEREOF,  the PARTIES have duly executed  these  presents the
       day, month and year hereunder written against the relevant signature.


Balchem Corporation                           Project Management and Development
                                              Co., Ltd.

By    s/Dino A. Rossi                         By    s/Majed A. Al Ahmadi
      ---------------                               --------------------

Title President and CEO                       Title President and CEO
      -----------------                             -----------------

Date  October 13, 2005                        Date  October 18, 2005
      ----------------                              ----------------


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