MANUFACTURING
        AGREEMENT

       

      THIS
        IS
        AN AGREEMENT made this 6th
        day of
        March, 1998 between WESTERN FARM SERVICE, INC. a Delaware corporation,
        (hereinafter "WFS"), and ITRONICS METALLURGICAL, INC., a Nevada corporation,
        (hereinafter “IMI”)

       

      1. GRANT
        OF LICENSE. IMI
        hereby grants to WFS a license and right to manufacture the products identified
        in Exhibit "A", hereinafter the "Products", attached hereto and incorporated
        herein by this reference.

       

      2.
        TRADE
        SECRET.
        The
        parties acknowledge that IMI holds the Products and their formulas trade
        secrets
        as defined in NRS Chapter 600A.  

      


      3. CONFIDENTIALITY.
        All
        disclosures made by IMI to WFS regarding the manufacture of the Products,
        are to
        be considered as confidential. Except as set forth in paragraph 6 herein,
        WFS
        agrees to use this information strictly for the purpose of performing its
        service to IMI and agrees, to the best of their ability, to hold it in the
        strictest confidence at all times. WFS agrees to not reveal, publish or
        communicate the subject matter except to those WFS employees required to
        provide
        the contracted service set forth herein. At no time will WFS disclose the
        subject matter to any other party for any purpose without the prior written
        consent of IMI Upon the termination of this Agreement, WFS agrees to return
        to
        IMI all confidential and other related material which may have been provided
        by
        IMI to WFS. Notwithstanding anything stated herein to the contrary, should
        any
        of the materials given to WFS by IMI already be in the public domain, become
        available through public domain or if WFS can document prior knowledge of
        the
        materials from another source, WFS is not obligated to hold that specific
        material in confidence.

       

      4.
        PRODUCT
        CONFORMITY AND QUALITY OF MANUFACTURE.
        IMI
        hereby confirms to WFS that the Products and formulas to manufacture such
        products, conform to all federal, state and local laws. WFS agrees that the
        Products manufactured by WFS will be produced and distributed in accordance
        with
        federal, state and local laws and will be produced using the formulas supplied
        by IMI under the terms of this Agreement. WFS further agrees to submit a
        sample
        of said Products, its carton, containers, and packing material to IMI for
        approval, which approval shall not be unreasonably withheld. Any item not
        specifically disapproved at the end of ten (10) working days after submission
        and receipt by IMI shall be deemed to be approved. The approved Product(s)
        may
        not thereafter be materially changed without approval of IMI.

       

      S. RIGHT
        TO USE NAME/EXCLUSIVITY.
        IMI
        hereby grants to WFS the exclusive right to use the Gold'n Gro trademark
        for the
        20-1-7 and other primary formulas provided to WFS, the Products, for the
        purpose
        of manufacturing and marketing such Products within the territory set forth
        in
        paragraph 7 (hereinafter "Territory"). IMI further grants WFS the exclusive
        rights to market those products, within the territory, identified within
        Exhibit
        "B", attached hereto and incorporated herein by this reference. WFS may modify
        the primary Gold'n Gro product labels by obtaining IMI's prior approval to
        include a credit that the product is manufactured and distributed by WFS.
        WFS
        shall not produce or use any other label, name or trademark on such Products.
        On
        the
        termination of this Agreement, WFS shall discontinue its use of the Gold'n
        Gro
        trademark for 20-1-7 and other primary formulas provided to WFS under the
        terms
        of this Agreement and its manufacture of 20-1-7 and other primary formulas
        provided. WFS shall however maintain the right to market all such Products
        that
        WFS has in its inventories until said product inventory is depleted.
        Notwithstanding anything stated to the contrary herein, IMI shall maintain
        the
        right to sell into the homeowner market, using its small container/packages
        goods.

      


      


      6. NEW
        PRODUCTS.
        IMI
        hereby grants to WFS a license and right to use the Gold'n Gro formulas provided
        to WFS under the terms of this Agreement for the purpose of blending into
        other
        formulas to be manufactured by WFS under other trade names and trade marks.
        All
        new products developed by WFS, or in cooperation with IMI will be the
        proprietary products of WFS and will be labeled under the FIRST CHOICE trademark
        of WFS. Such license and right to use such formulas shall survive the
        termination of this Agreement.

       

      7. TERRITORY.
        IMI
        hereby grants to WFS the exclusive rights to market the Products within the
        States of Arizona, California, Oregon, Washington, Idaho and
        Hawaii.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      8. BEST
        EFFORT.
        WFS
        shall promote, to the best of its abilities, the Sale of the Products in
        the
        territory. WFS shall carry out, where applicable, customer workshops, exhibit
        at
        trade shows and provide product presentations to its marketed
        customers.

       

      9. RAW
        MATERIALS.
        IMI
        shall supply to WFS the base Gold'n Gro product and/or formulating material.
        WFS
        shall supply low biuret urea, low biuret UAN-32, AN-20, phosphate liquids,
        including feed grade 10-34-0 and 0-17-17. Such products shall be used by
        WFS in
        the manufacturing of Gold'n Gro products, test products and/or the manufacturing
        of new products.

       

      10.
        MATERIAL
        PRICE.
        IMI and WFS shall supply their respective raw materials and/or product at
        a
        price which shall be agreed to between the parties hereto and shall be set
        forth
        in Exhibit "C" attached hereto and incorporated herein by this reference.
        Any
        adjustment to the base price set forth in Exhibit C shall be in writing and
        agreed to between the parties hereof. The parties further agree to review
        such
        prices on a quarterly bases.

       

      


       

      11.
        TERM.
        The
        term of this agreement shall be for five (5) year beginning on the 6th
        day of
        March, 1998 and ending on the 
        5th
        day of
        March, 2003  and
        shall
        automatically extend in five year increments unless either party gives the
        other
        prior written notice that it wishes to terminate the agreement as provided
        in
        paragraph 12 herein.

       

      12.
        TERMINATION.
        Either
        party may terminate this agreement at the end of the primary term by giving
        the
        other 120 day prior written notice or at anytime following the primary term
        and
        during any automatic extension period by giving the other prior written notice
        120 days prior to December 31st of each agreement year.

       

      13.
        INDEMNITY.

       

      IMI
        agrees to indemnify and hold WFS, its officers, directors, employees assignees,
        and agents, harmless from and against any and all claims, damages, losses,
        expenses, penalties, lawsuits, judgments, (including attorney fees and costs),
        arising from or related to any breach of this Agreement by IMI excepting
        any
        loss, liability, claim, damage, or expense which is directly attributable
        to the
        active negligence or intentional conduct or omissions of WFS, its officer,
        directors, employees or agents. All indemnities contained in this Agreement
        shall survive the termination hereof, however same shall occur.

       

      WFS
        agrees to indemnify and hold IMI, its officers, directors, employees, assignees,
        and agents, harmless from and against any and all claims, damages, losses,
        expenses, penalties, lawsuits, judgments, (including attorney fees and costs),
        arising from or related to any breach of this Agreement by WFS, excepting
        any
        loss, liability, claim, damage, or expense which is directly attributable
        to the
        active negligence or intentional conduct or omissions of IMI its officers,
        directors, employees or agents. All indemnities contained in this Agreement
        shall survive the termination hereof, however same shall occur.

       

      14. GOVERNING
        LAW. This
        agreement shall be construed and interpreted according to the laws of the
        State
        of California.


      


      15. SEVERABILTTY.
        If any
        provision of this Agreement is held in whole or in part to be unenforceable
        for
        any reason, the remainder of that provision and of the entire Agreement will
        be
        severable and remain in effect. 

       

      16. ATTORNEY
        FEES.
        In any
        action or proceeding to enforce this Agreement, the prevailing party shall
        be
        entitled to its reasonable attorney fees and cost.

       

      17. BINDING
        EFFECT ON SUCCESSORS AND ASSIGNS.
        This
        Agreement shall be binding on and shall inure to the benefit of the successors
        and assigns of the parties to this Agreement.

      


      EXECUTED
        by the parties hereto on this 6th
        day of
        March, 1998.

      


      


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      


      
        	 ITRONICS METALLURGICAL, INC.	 	 	 WESTERN FARM SERVICE, INC.

	 A Nevada corporation	 	 	 a Delaware corporation
	 	 	 	 
	By:
                /s/ John Whitney	 	 	By:
                /s/ Gordon Miller
	
              	 	 	
              
	John
                Whitney
Title: President	 	 	Gordon
                Miller
Title: V.P. West