Exhibit 10.7

                          TECHNICAL SERVICES AGREEMENT


         THIS  AGREEMENT is made and entered into as of February 19, 1999 by and
between  RENTECH,  INC., a Colorado  corporation  having an address of 1331 17th
Street, Suite 720, Denver, CO 80202 ("Rentech"), and TEXACO ENERGY SYSTEMS INC.,
a Delaware corporation having an office at 1111 Bagby Street,  Houston, TX 77002
("Texaco").

         WHEREAS,  Rentech  has  developed a  synthesis  gas to liquids  process
incorporating  Fischer-Tropsch technology with a slurry reaction bed and an iron
based catalyst and has filed patent applications on said process,  some of which
have issued ("Rentech Technology");

         WHEREAS,  Texaco  and its  Affiliates  have  substantial  expertise  in
petroleum chemistry and processes associated therewith, and in particular,  have
developed  and  are  developing  substantial  expertise  in  synthesis  gas  and
Fischer-Tropsch technologies;

         WHEREAS,  Texaco,  in the  interest of reducing  the time and cost of a
proposed  development  program regarding Rentech's  Fischer-Tropsch  technology,
wishes to utilize the services of Rentech's technical staff and to use Rentech's
research  facility  located in Denver,  Colorado for making some of such further
developments and improvements;

         WHEREAS,  Rentech is willing to provide its  technical  support and use
its research facility for specific technical tasks designated by Texaco.

         THEREFORE,  for  and  in  consideration  of  the  premises  and  mutual
covenants herein contained, the parties hereto agree as follows:

1.       TECHNICAL SERVICES.

         1.1      Services by  Rentech.  Rentech  agrees to provide  services to
complete  mutually  agreed  upon  activities   relating  to  Rentech  Technology
("Tasks") under the terms and conditions of this Agreement.

         1.2      Tasks; Project Team; Technical Lead. The parties each agree to
appoint one member from the technical personnel of their respective companies to
a joint  committee  called the  "Project  Team," which will be  responsible  for
planning and  coordinating  the Tasks  according to the terms and  provisions of
this  Agreement;  provided  that Texaco  shall have the  authority to direct and
approve  performance  of all  Tasks  and to  designate  a lead  party  primarily
responsible for accomplishing each particular Task ("Technical Lead"). The group
responsible  for performing a Task may consist of Rentech  personnel  only, or a
combination of Rentech and Texaco personnel. In the absence of a Texaco employee
being  appointed  Technical  Lead for a Task,  Dr.  Charles B. Benham (under the
Independent  Contractor  Agreement  which is Exhibit C to the License  Agreement
dated October 8, 1998 between Rentech and Texaco Natural Gas, Inc., now assigned
to Texaco Energy Systems, Inc. ("License Agreement")) shall represent Texaco and
be the  Technical  Lead.  Such  services  by Benham  shall not  exceed the sixty
percent (60%),  two hundred seventy (270) hour limits of Attachment 1 to Exhibit
C of the License Agreement.


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         1.3      Potential  Tasks.  Potential Tasks are identified in Exhibit A
attached to this  Agreement.  Either  Texaco or Rentech  may propose  additional
Tasks.  The Project Team will consult about the desirability of undertaking such
additional Tasks or activities.  Whether any Tasks  (additional or as identified
in Exhibit A) are to be approved and performed under the terms of this Agreement
shall be  determined  by  Texaco,  whose  approval  shall  be  given in  writing
("Approved  Tasks").  Whether any Approved Tasks are to be decreased in scope or
discontinued shall be determined by Texaco,  which shall give notice in writing.
Additional  Tasks  shall be added  to  Exhibit  A as an  amendment  thereto.  In
addition,  the Tasks  described  on  Exhibit D  attached  hereto,  performed  or
underway by Rentech to the date this  Agreement is signed by the parties,  shall
be deemed Approved Tasks.

         1.4      Summary of Task. Either party that proposes that an additional
Task  be  performed  under  this  Agreement  shall  prepare  a  written  summary
describing  the  Task,  the need for  performing  the  Task,  and the goal to be
accomplished by successfully  completing the Task  ("Additional  Task Summary").
Upon Texaco's decision to undertake any Task, Texaco will give written notice of
its decision to Rentech.

2.       WORK BY THE PARTIES. Each party shall complete the Tasks as efficiently
and expeditiously as practical in accordance with the Task.

         2.1      Progress  Reports.  At least monthly,  and upon  completion of
each  scheduled  event in a Task,  Rentech  shall  give  Texaco a  confidential,
written  report  describing  in detail  the  progress  of the Task,  its  future
direction,  and if  completed,  a  comprehensive  report.  The reports  shall be
distributed  to the members of the Project  Team.  The monthly  reports shall be
accompanied by schedules  showing  variations  from the time schedule and budget
for the original Task Plan, if any, together with revised budget projections and
time estimates.  The Project Team shall amend the Task by mutual  agreement,  if
appropriate and necessary to keep it current with actual progress on the Task.

         2.2      Final  Task  Reports.  Each Task shall be  completed  once the
activities  listed for a Task have been  completed and Rentech has given a final
Task Report to the members of the Project Team.

3.       FEES.  Texaco  shall pay Rentech its fees for  services  and use of its
research  facility as defined in Exhibit B. All fees due  Rentech  for  Approved
Tasks under this Agreement are  recoverable  and payable to Rentech for services
performed from and including February 19, 1999 regardless of when this Agreement
is signed.  All  invoices  are  payable  within  thirty  (30) days of receipt by
Texaco.

4.       OWNERSHIP  OF  IMPROVEMENTS.  It is  possible  that  in the  course  of
performing the Tasks,  personnel of Rentech, or Texaco and Rentech collectively,
will conceive inventions,  proprietary  information or improvements  relating to
the  Rentech  Technology  ("Improvements").  All  Improvements  to  the  Rentech
Technology  that are  developed  under this  Agreement,  whether by Rentech,  or
jointly by Rentech and Texaco, shall be the property of Texaco, which shall have
the  right to file  patent  applications  for  Improvements.  Texaco  agrees  to
disclose  to  and  hereby  grants  to  Rentech  a  nonexclusive,   royalty-free,
irrevocable,  worldwide  license,  to make,  have  made,  use and  practice  all
Improvements  (excluding  those  which  relate to Texaco  Gasification  Process,
Texaco Gasification Power Systems, and Texaco Gasification Fischer-Tropsch) that
may be developed,  including the right to grant sublicenses;  provided, however,
if Texaco  determines and gives notice in writing to Rentech that an Improvement
contains  proprietary  information  of a third party which is not  authorized by
that third party or which  infringes an  intellectual  property right of a third
party,  then Rentech will cease usage of such  proprietary  information  or such
Improvement  that  infringes  and there will be no Texaco  grant of any  license
(including  the right to grant  sublicenses)  to Rentech  for the portion of the


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Improvement which contains such proprietary information or which would cause the
infringement.  In such  event,  Rentech  will be  entitled  to  discontinue  its
services under this Agreement for that Task and use of its research facility for
such Task.


         4.1      Patents.   Decisions   concerning  whether  and  how  to  file
applications for patent protection of any or all such Improvements  shall be the
sole  responsibility  of Texaco,  in its sole  discretion.  Texaco will file and
prosecute such  applications  and maintain any resulting  patents.  Rentech will
assign  its  entire  right,  title  and  interest  in and to any and all of such
Improvements  and any  applications  for patents  thereon,  whether  domestic or
foreign, to Texaco, or its designee.  Rentech will, when requested by Texaco and
at the  expense of Texaco,  execute and  deliver  all papers  deemed  proper and
necessary by Texaco in connection with the preparation,  assignment,  filing and
prosecution of applications for patent covering such  Improvements and will make
all rightful  oaths useful to Texaco in obtaining,  perfecting or enforcing such
patents.  Rentech will at the expense of Texaco,  assist  Texaco in every lawful
way to obtain and sustain patent,  copyright and trade secret protections to the
Improvements, all for the benefit of Texaco, as and when requested by Texaco.

         4.2      Sublicenses   by  Rentech.   As  express   conditions  of  any
sublicense  granted by Rentech  under the initial  paragraph  of this Section 4,
each  sublicensee  shall be required to agree in writing that the  sublicense is
subject to confidentiality obligations substantially similar to the terms of the
Secrecy  Agreement  attached  as Exhibit C to this  Agreement  and  incorporated
herein.  Notwithstanding  any other language in this Agreement,  Rentech may not
sublicense  Improvements  to  any  person  unless  such  person  agrees  to  the
royalty-free  grantback  licensing of all its  improvements  to  Fischer-Tropsch
technology  licensed  by Rentech to Rentech  and  Texaco,  which may extend such
rights to its licensees.

5.       RENTECH SERVICE AGREEMENT.  Texaco may elect to have Benham provide the
services  specified  in the Exhibit C  Independent  Contractor  Agreement of the
License  Agreement  under this  Service  Agreement.  Absent a  contrary  written
request for additional  work from Texaco,  such Benham services shall be limited
to said Exhibit C limits of sixty  percent  (60%) and two hundred  seventy (270)
hours per two (2) month period  maximums,  so as to not incur the higher  hourly
charges of said  Exhibit C. If Rentech  elects to provide the services of Benham
under this Service  Agreement in excess of such limits,  then such excess Benham
services shall be charged at the rate of Exhibit B of this Service Agreement.

6.       FACILITY  ACCESS.  Rentech  will  provide  suitable  work  space at its
research facility in Denver,  Colorado,  without cost, for Texaco personnel when
they are assigned to work on Tasks at that location.

7.       CONFIDENTIALITY.

         7.1      Obligation of Confidentiality.  All information related to the
Rentech Technology is subject to the  confidentiality  provisions of the License
Agreement.  All information related to the Texaco Gasification  Process ("TGP"),
Texaco   Gasification   Power   Systems   ("TGPS"),   and  Texaco   Gasification
Fischer-Tropsch  ("TGFT")  will  be  controlled  by  confidentiality  agreements
separate  and apart  from this  Technical  Services  Agreement  and the  License
Agreement.  All information related to the Rentech Technology which is disclosed
under this  Agreement  and which does not fall  within TGP,  TGPS,  TGFT and the
following Section 7.2 exceptions to confidentiality is confidential  information
("Confidential  Information").  For a period of fifteen (15) years from February
19, 1999,  each party agrees to not disclose to third  parties any  Confidential
Information received from the other party (including that received during visits
to Rentech's research facility, the other party's Licensed Plants and audits and
inspections  conducted under this Agreement) following the same standard of care
the  receiving  party  uses to protect  its own  Confidential  Information  of a
similar  nature  except to the  extent  required  to be  disclosed  by law or as
expressly  permitted  by this  Agreement.  A party shall not  disclose  received
Confidential  Information  to  anyone  except to its  employees  or those of its
affiliates  that  have a need  to  know  in  connection  with  the  development,
financing,  design,  construction  or  operation  of  the  technology  or  where
knowledge of such  Confidential  Information is necessary to effect the purposes
of  this  Agreement.  A  receiving  party  may  disclose  received  Confidential
Information to a contractor,  licensee,  Rentech licensee, or potential licensee
if such party has executed a confidentiality agreement in substantially the form
of Exhibit C attached hereto.


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         7.2      Exception to Confidentiality. A receiving party shall not have
any  obligations of  nondisclosure  or  confidentiality  under Section 7.1 as to
information,  as shown by competent evidence, that (i) is or becomes, through no
fault of the receiving party in the public domain;  (ii) is lawfully obtained by
the  receiving  party or an affiliate  from a source  other than the  disclosing
party;  (iii) was already  known by the  receiving  party or an affiliate at the
time of its receipt, (iv) is independently developed by employees or contractors
of  the  receiving  party  or an  affiliate  without  access  to  the  disclosed
information;  or (v) is required to be disclosed by law or order of any court or
governmental  authority  having  jurisdiction.  Disclosures  that are  specific,
including   but  not  limited  to  operating   conditions   such  as  pressures,
temperatures,  formulae,  procedures  and other like  standards and  conditions,
shall not be deemed to be within the foregoing  exceptions  merely  because they
are  embraced  by  general   disclosures   within  the   foregoing   exceptions.
Additionally,  any  combination of features shall not be deemed to be within the
foregoing  exceptions  merely  because the  individual  features  are within the
foregoing exceptions.

         7.3      Published  Disclosure.  It is agreed  that the  disclosure  of
certain  information by a disclosing party in a publication,  such as in letters
patent  or by  otherwise  placing  it in the  public  domain,  will not free the
receiving  party from its obligation to maintain in confidence  any  information
not specifically  disclosed in or fairly  ascertainable  from the publication or
other  disclosure,  such as,  for  example,  the fact  that  information  in the
publication or any portion of it is or is not used by the disclosing party.

         7.4 Legal Disclosures. A receiving party shall promptly inform the
disclosing party of any required  disclosure  falling under Section 7.2(v),  and
aid (or at a minimum not oppose) a motion or similar  request by the  disclosing
party for an order protecting the confidentiality of such information, including
joining or agreeing to (or  nonopposition to) a motion for leave to intervene by
the disclosing party.

         7.5      Notice of  Unauthorized  Disclosures.  A receiving party shall
promptly  notify the  disclosing  party in  writing  of any actual or  suspected
unauthorized disclosures of which it becomes aware; provided,  however, it shall
not be a material  breach of this Agreement for mere negligence of the receiving
party  to fail to  provide  such  written  notice  to the  disclosing  party  as
required.

         7.6      Press Releases and Use of Names and Terms. This Agreement does
not grant and shall not be construed as granting any license,  authorization  or
consent, to either party by the other party hereto, to use any name,  trademark,
service mark or slogan of the other party.  A press release  which  includes the
name of the other party must have prior  written  approval  of the other  party,
except as required by law.

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8.       DISCLAIMER OF WARRANTIES, DAMAGES AND LIABILITY OF PARTIES.

         8.1      Disclaimer.   Except  as  stated  in  this   Section   8,  ANY
TECHNOLOGY,  APPARATUS,  DESIGN, ORAL OR WRITTEN REPORT, DATA, COMPUTER PROGRAM,
REFERENCE/USER  MANUALS OR OTHER  INFORMATION  PROVIDED  BY ANY PARTY  HEREUNDER
SHALL BE  PROVIDED  ON AN "AS IS" BASIS  WITHOUT ANY  WARRANTIES,  EXPRESSED  OR
IMPLIED,  including but not limited to the results or effects  obtained  through
use of any apparatus or information,  or that it is fit for any use intended, or
can be used without  infringing the patent or copyright rights of third parties.
Without limitation on the preceding, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND
FITNESS FOR A  PARTICULAR  PURPOSE IS  EXPRESSLY  EXCLUDED,  BY AGREEMENT OF THE
PARTIES,  FROM THIS  AGREEMENT  AND FROM ANY APPARATUS OR  INFORMATION  PROVIDED
HEREUNDER,  EXCEPT FOR THE PROVISIONS ON  CONFIDENTIALITY OF SECTION 7, NO PARTY
WILL BE LIABLE FOR ANY DAMAGES WHATSOEVER,  INCLUDING DIRECT DAMAGES OR INDIRECT
DAMAGES,  SUCH AS LOSS OF PROFITS,  SPECIAL OR PUNITIVE DAMAGES,  RESULTING FROM
THE OTHER PARTY'S USE OR USE BY A THIRD PARTY TO WHOM SUCH OTHER PARTY DISCLOSES
ANY  APPARATUS  OR  INFORMATION.  The use by a  party  or its  affiliate  of any
apparatus or  information  shall be solely at its own risk,  and the other party
shall not be liable for any damage  resulting  from  inaccuracy,  incorrectness,
unsoundness,  and/or  unreliability  resulting  from  use by such  party  or its
affiliate  thereof,  whether  or not such is caused by  negligence  of the other
party or affiliate.

         8.2      Assumption  of Risk.  Should any party  disclose or sublicense
apparatus or information of the other party to any other party within the bounds
of this Agreement,  the party  disclosing or sublicensing  same shall assume all
risks  arising out of the other  party's use thereof and shall notify such other
party in a sublicense,  or other  writing if no sublicense is granted,  that the
other party to this Agreement  makes no warranties and disclaims all liabilities
concerning the information so disclosed or sublicensed.

         8.3      Indemnification.  Each party hereto  indemnifies and holds the
other party  hereto,  its  affiliates  and  officers,  directors,  employees and
representatives  of each  ("Indemnified  Parties") harmless from and against any
and all damages,  including injury or death of individuals and property damages,
which arise out of, or are directly related to the indemnifying party's practice
under or use of the other party's information, the indemnifying party's rightful
disclosure  or  sublicensing  of  apparatus  or  information  pursuant  to  this
Agreement,  and the use of such information by any third party or sublicensee to
whom such  information is so disclosed  without regard to the cause or causes or
the  negligence of any party or parties.  Each party agrees that its licensee or
sublicensee  in all  agreements  which  grant  rights  under the  other  party's
technology or information  will disclaim the right to sue for or collect any and
all damages from the other party,  without  regard to the cause or causes of the
negligence  of any party or parties.  Nothing  herein is intended to or shall be
construed  as an  admission  of  liability  on the part of any party hereto with
respect  to third  parties,  and  each  party  hereto  expressly  disclaims  any
intention  that any third party shall be a third  party  beneficiary  under this
section.

         8.4      Costs and Expenses of Employees  and  Contractors.  Each party
hereto will be  responsible  for paying the salaries,  costs and expenses of its
own  employees and  contractors.  Each party agrees to protect and indemnify the
other and its Indemnified Parties from all such costs and expenses.

         8.5      Liabilities  for Injury or Death or Damage to  Property.  Each
party shall  indemnify,  defend and hold harmless the other party  ("Indemnified
Parties") from and against any and all damages and  liabilities due to injury or
death of personnel  (employees and  contractors)  of such party or damage to the
property of such party or its personnel, regardless of whether the negligence of
an Indemnified Party is a contributing factor to the damages or liability.


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         8.6      Notice of Claims to Indemnifying  Party. A party shall, to the
extent it becomes aware thereof,  give prompt written notice to the indemnifying
party  of each  legal  action  or  claim  or  threat  thereof  made  against  an
Indemnified  Party,  with respect to Sections  8.3, 8.4 and 8.5. An  Indemnified
Party shall give such written  notice within ten (10) days after  acquiring such
knowledge but at least ten (10) days prior to the  expiration of time in which a
response  must be filed with a court or other  judicial  body,  whichever is the
first to occur. It shall not be a material  breach of this Agreement  justifying
termination  of this Agreement for mere  negligence of an  Indemnified  Party in
failing to provide  such  written  notice to an  Indemnified  Party as  required
hereby, but shall support claims for damages.

         8.7      Advisory Counsel. An Indemnified Party may, at its expense and
with  advisory  counsel of its own choosing,  participate  in the defense of any
legal action, claims, or threat thereof under Sections 8.3, 8.4 and 8.5.

         8.8      Indirect  Damage  Disclaimer.   Except  for  the  unauthorized
disclosure of Confidential  Information  where indirect  damages may be awarded,
neither party shall be liable to the other under this Agreement for any indirect
damages, including but not limited to loss of profits, consequential, special or
punitive damages.

         8.9      Notification  of Suit.  Each party shall  promptly  notify the
other party in writing of any suit or action which to its knowledge  directly or
indirectly  relates  to  the  use  of  the  Improvements  developed  under  this
Agreement.

         8.10     Liability  Limit.  Regardless of any terms of this  Agreement,
neither party's liability to the other (except for fees due and owing to Rentech
for  services  and use of its  research  facility),  shall  exceed Five  Million
Dollars ($5,000,000).

9.       REPRESENTATIONS, WARRANTIES AND COVENANTS.

         9.1      Representations,  Warranties  and Covenants of Texaco.  Texaco
hereby represents, warrants and covenants to Rentech as follows:

         (a)      Right,  Power and Authority.  Texaco has full right, power and
authority to enter into this  Agreement,  and there is no impediment  that would
inhibit its ability to perform the terms and conditions  imposed upon it by this
Agreement.

         (b)      Binding Obligation. This Agreement has been duly authorized by
all  necessary  corporate  and  stockholder  action and  constitutes a valid and
binding obligation of Texaco, enforceable in accordance with its terms.

         (c)      Corporate  Good  Standing.   Texaco  is  a  corporation   duly
organized and validly  existing and in good standing under the laws of the place
of its organization and is duly qualified and authorized to do business wherever
the nature of its  activities  or  properties  requires  such  qualification  or
authorization.



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         (d)      No  Government   Approval  Needed.  No  registration  with  or
approval of any government  agency or commission is necessary for the execution,
delivery or performance by Texaco of any of the terms of this Agreement,  or for
the validity and  enforceability  hereof or with respect to the  obligations  of
Texaco  hereunder,   except  such  registrations  and  approvals  as  have  been
previously made or obtained, or will be obtained.

         (e)      No  Provisions  Contravened.  There are no  provisions  in the
memorandum or articles of association or articles of incorporation,  as the case
may be, or bylaws or operating agreement, if any, of Texaco, and no provision in
any existing mortgage,  indenture contract or agreement binding upon Texaco that
would be contravened by the execution, delivery or performance by Texaco of this
Agreement.

         (f)      No Consent of Third Parties Needed.  No consent of any lender,
trustee or holder of any  indebtedness  of Texaco or any other third party is or
shall be required as a condition to the validity of this Agreement,  except such
consents as have been previously  obtained,  certified copies of which have been
delivered to Rentech.

         (g)      No Proceedings  Pending. No actions or proceedings are pending
or insofar as Texaco knows or ought to know threatened against Texaco, or any or
its  officers or  directors in their  capacities  as officers  and  directors of
Texaco,  before any court,  administrative  agency or other  tribunal that might
have a material  adverse  effect on its  business  or  condition,  financial  or
otherwise, or its operation.

         (h) Not Contravene Any Law. Neither the execution nor the delivery of
this Agreement by Texaco nor the fulfillment of or compliance with its terms and
provisions by Texaco will contravene any provision of law including, without
limitation, any statute, rule, regulation, judgment, decree, order, franchise or
permit applicable to Texaco.

         9.2      Representations,  Warranties and Covenants of Rentech. Rentech
hereby represents, warrants and covenants to Texaco as:

         (a)      Right, Power and Authority.  Rentech has full right, power and
authority to enter into this  Agreement,  and there is no impediment  that would
inhibit its ability to perform the terms and conditions  imposed upon it by this
Agreement.

         (b)      Binding Obligation. This Agreement has been duly authorized by
all  necessary  corporate  and  stockholder  action and  constitutes a valid and
binding obligation of Rentech, enforceable in accordance with its terms.

         (c)      Corporate  Good  Standing.   Rentech  is  a  corporation  duly
organized and validly  existing and in good standing under the laws of the state
of Colorado,  United States of America,  and is duly qualified and authorized to
do business  wherever the nature of its  activities or properties  requires such
qualification or authorization.

         (d)      No  Government   Approval  Needed.  No  registration  with  or
approval of any government  agency or commission is necessary for the execution,
delivery or performance by Rentech of any of the terms of this Agreement, or for
the validity and  enforceability  hereof or with respect to the  obligations  of
Rentech  hereunder,  except  such  registrations  and  approvals  as  have  been
previously made or obtained or will be obtained.


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         (e)      No  Provisions  Contravened.  There are no  provisions  in the
memorandum or articles of association or articles of  incorporation  as the case
may be, or bylaws or operating agreement,  if any, of Rentech, and no provisions
in any existing  mortgage,  indenture,  contract or agreement binding on Rentech
that would be contravened  by the execution,  delivery or performance by Rentech
of this Agreement.

         (f)      No Consent of Third Parties Needed.  No consent of any lender,
trustee or holder of any  indebtedness of Rentech or any other third party is or
shall be required as a condition to the validity of this Agreement,  except such
consents as have been previously  obtained,  certified copies of which have been
delivered to Texaco.

         (g)      No  Proceedings  Pending.  There are no actions or proceedings
pending or insofar as Rentech knows or ought to know threatened against Rentech,
or any of its officers or directors in their capacities as officers or directors
of Rentech, before any court, administrative agency or other tribunal that might
have a material  adverse  effect on its  business  or  condition,  financial  or
otherwise, or its operation.

         (h)      Not Contravene Any Law. Neither the execution nor the delivery
of this Agreement by Rentech nor the fulfillment of or compliance with the terms
and  provisions  by Rentech will  contravene  any  provision  of law  including,
without limitation,  any statute,  rule,  regulation,  judgment,  decree, order,
franchise or permit applicable to Rentech.

10.      TERM AND TERMINATION.

         10.1     Term. The term of this Agreement shall commence as of February
19,  1999 and shall  extend  until the later date of (a) the  completion  of the
Tasks approved by Texaco, or (b) a party determines that there are no additional
Tasks to be performed,  provided,  however, Texaco may terminate a specific Task
or this Agreement by giving Rentech at least  forty-five (45) days prior written
notice of such a  termination.  If Texaco elects to terminate a specific Task or
this  Agreement by giving such written notice of  termination,  it shall pay all
financial obligations due to Rentech through the date of such a termination.

         10.2     Termination  for Breach.  Either party shall have the right to
terminate this Agreement as a result of the other party's material  breach.  The
party claiming breach of the Agreement shall give the other party written notice
of the breach,  specifying  the nature  thereof,  and the other party shall have
thirty (30) days after such notice to cure such breach.  Upon the failure of the
party in material breach to cure the breach within the thirty (30) day period or
to commence a cure and diligently  proceed  thereafter to complete the cure, the
other party shall have the right to terminate  this Agreement as of the date set
forth in the written  termination notice. The right of a party to terminate this
Agreement  for  material  breach  shall be in addition to and not in lieu of any
other right or remedy that the terminating party may have under this Agreement.

         10.3     No Damage.  Neither  party  shall be liable for damages of any
kind as a result of properly  exercising its respective  right to terminate this
Agreement,  and  termination  according to the terms of this Agreement shall not
affect any other right or remedy of either party.


                                       8
<PAGE>


11.      MISCELLANEOUS.

         11.1     Assignment.  Except  for  assignment  to an  affiliate,  which
accepts  all  obligations  and rights of the  assignor  as if it was an original
signatory to this  Agreement,  which may be done without  consent,  neither this
Agreement  nor any of the rights and  obligations  of a party  hereunder  may be
assigned by any party  without  the prior  written  consent of the other  party,
which  will  not be  unreasonably  withheld.  It is  reasonable  for a party  to
withhold  consent for the reason that the proposed  assignee is a competitor  in
the licensing of Fischer-Tropsch technology.

         11.2     Arbitration and Injunctive Relief.

         (a)      Procedure for  Arbitration;  Judgment.  Except as specified in
paragraph 11.2(b), any dispute,  controversy or claim arising out of or relating
to this  Agreement  (including  all Exhibits  and  Attachments),  including  its
interpretation  or performance,  that the parties are unable to resolve shall be
submitted  to  binding  arbitration  before  a  single  arbitrator,  in the sole
discretion  of any  party,  by  giving  the  other  party  written  notice.  The
arbitration  shall be in accordance  with the  commercial  rules of the American
Arbitration  Association,  which shall  administer  the  arbitration  and act as
appointing  authority.  The  arbitration,  including the rendering of the award,
shall take  place in the city of Denver,  Colorado,  United  States of  America,
which shall be the exclusive  forum for resolving  such dispute,  controversy or
claim. For the purpose of the arbitration,  the provisions of this Agreement and
all  rights  and  obligations  hereunder  shall  be  governed  or  construed  in
accordance  with the laws of the state of  Colorado,  United  States of America,
without  regard to the  conflicts  of law  doctrine  observed in  Colorado.  The
arbitration  award  shall be in writing  and specify the factual and legal basis
for the award, and shall be accompanied by a reasoned  opinion.  The decision of
the  arbitrator  shall be final and  binding  upon the parties  hereto,  and the
expense of the arbitration (including without limitation the award of attorneys'
fees to the prevailing party) shall be paid as the arbitrator  determines.  Each
party  hereby  submits  itself to the  jurisdiction  of the  courts of the place
arbitration is held for the entry of judgment  thereunder.  Notwithstanding this
provision,  judgment  upon the award of the  arbitration  may be  entered in any
court  where  the  arbitration  takes  place or any  court  having  jurisdiction
thereof,  and application may be made to any court for a judicial  acceptance of
the award and order of enforcement. If the parties cannot agree on an arbitrator
within thirty (30) days of receipt of notice of  arbitration,  then either party
may elect to have the arbitrator appointed by the chief executive officer of the
American Arbitration Association;  provided,  however, that the arbitrator shall
be a  licensed  member  of the  U.S.  patent  bar who is  skilled  in  licensing
agreements.

         (b)      Judicial  Action  for  Specific   Performance  or  Injunction.
Notwithstanding  anything  contained in the  preceding  section to the contrary,
each party shall have the right to institute  judicial  proceedings  against the
other party or anyone  acting by,  through or under such other party in order to
enforce the instituting party's rights for injunctive relief.

         11.3     Governing Law; Jurisdiction; Venue.


                                       9
<PAGE>

         The  provisions  of this  Agreement  and  all  rights  and  obligations
hereunder shall be governed and construed in accordance with the substantive and
procedural  laws of the state of  Colorado,  United  States of America,  without
regard to the  conflicts  of law  doctrine  observed  in  Colorado.  The parties
irrevocably  submit to the  jurisdiction  of the courts of the state of Colorado
and of the United  States of America  for the  District  of  Colorado  for these
purposes; provided, however, that nothing herein shall preclude either party, if
it deems fit, from  instituting  proceedings  for injunctive  relief against any
other  party or anyone  acting by,  through  or under  such  other  party in any
country or place which may have  jurisdiction  for the purpose of protecting and
enforcing the instituting party's rights either under this Agreement or pursuant
to any other agreements, documents, instruments or rights. If the notice address
of paragraph 11.8 is not a valid  Colorado  address,  the parties  designate and
appoint  the  Secretary  of State of  Colorado as their agent for the service of
process in  Colorado  and agree to consider  any legal  process or any demand or
notice made or served on said agent as being made on it; provided, however, that
the serving  party shall within  twenty-four  (24) hours of such service send to
the other party a copy of the documents so served, and such copies shall be sent
by air courier to the other party's  address (as set out in paragraph 11.8 and a
second known address if the noticing  party knows the address has  changed).  In
the alternative, service of process may be made by postage prepaid, certified or
recorded delivery air mail letter transmitted by either party to the other party
at the address for notices in paragraph  11.8 and a second known  address if the
noticing party knows the address has changed. The foregoing,  however, shall not
limit the right of either party to serve  process in any other manner  permitted
by law or to bring any  proceeding  to protect  and enforce  through  injunctive
relief  its  rights  either  hereunder  or  pursuant  to any  other  agreements,
documents,  instruments or rights or to obtain execution or judicial recognition
of judgment of  arbitration in any court of competent  jurisdiction.  Each party
hereby irrevocably waives any objection that it may now or hereafter have to the
laying of venue of any suit, action or proceeding  relating to this Agreement in
the state of Colorado and further irrevocably waives any claim that the state of
Colorado is not a convenient forum for any such suit, action or proceeding or to
object to venue to the extent of any proceeding  brought in accordance with this
section.  Each party stipulates that the state and federal courts located in the
City and County of Denver,  Colorado  shall have in  personam  jurisdiction  and
venue  over such  party for the  purpose  of  obtaining  execution  of  judicial
recognition  of  judgment  of  arbitration  arising  out of or  related  to this
Agreement.

         11.4     No  Other  Relationship.  Nothing  herein  contained  shall be
deemed to create an agency,  joint  venture,  partnership,  franchise or similar
relation  between the parties  hereto.  Each party shall conduct all business in
such  party's  own name as an  independent  contractor.  Neither  party shall be
liable for the  representations,  acts, or omissions of the other party contrary
to the terms of this Agreement.  Neither party has the right or power to act for
or on behalf of the other or to bind the other in any respect whatsoever,  other
than as expressly provided for herein.


                                       10

<PAGE>

11.5     Force Majeure.

         (a)      No Liability for Certain Delays or Defaults.  Neither  Rentech
nor  Texaco  shall be liable in  damages,  or have the right to  terminate  this
Agreement,  for any delay or default in performing any  obligation  hereunder if
that  failure or delay is due to any cause  beyond the  reasonable  control  and
without  default or  negligence  of that party and it is making  efforts in good
faith to comply with the terms of this Agreement; provided, however, in order to
excuse its delay or default  hereunder,  a party shall promptly notify the other
party of the  occurrence  or the cause  specifying  the nature  and  particulars
thereof and the expected  duration  thereof,  and provided,  further,  that such
party  shall  promptly  give notice to the other  party  specifying  the date of
termination  thereof.  All  obligations of both parties shall return to being in
full  force  and  effect  upon  the  termination  of such  occurrence  or  cause
(including,  without  limitations  any  payment  that  became  due  and  payable
hereunder prior to the termination of such occurrence or cause). However, in the
event that the duration of such occurrence or cause extends beyond one year, the
non-excused  party  shall then have the right,  by giving  sixty (60) days prior
written notice to the other party, to terminate this Agreement  unless the other
party shall  substantially  cure such occurrence or cause within said sixty (60)
days.

         (b)      Cause Beyond the Reasonable Control.  For the purposes of this
section,  a "cause beyond the reasonable  control" of a party shall mean any act
of any government or other authority or statutory undertaking,  labor walkout or
work stoppage that compels termination of work; fire; explosion; accident; power
failure;  failure of electric  power  supply;  flood;  catastrophic  hardware or
software  failure;  riot or war  (declared or  undeclared)  that renders a party
unable  to  proceed  with  performance  or  continue,   despite  all  reasonable
commercial efforts to proceed or continue to perform.

         11.6     Rights, Powers, Remedies Cumulative;  Waiver; Time. Except for
binding arbitration and limitation of rights for legal action in paragraph 11.2,
each and every power and remedy in this Agreement  specifically given to a party
shall be  cumulative  and shall be in addition to every other  right,  power and
remedy herein or now or hereafter existing at law, in equity, or by statute, and
each and every right,  power and remedy  whether  specifically  provided in this
Agreement or otherwise  existing may be exercised from time to time and as often
and in such order as may be deemed expedient by a party. Failure by either party
to enforce any provision of this Agreement shall not be construed as a waiver of
that  provision.  The acceptance by a party of any payment shall not be deemed a
waiver of any right to take advantage of any future ground for termination or of
any past ground for termination not completely  cured thereby,  unless expressly
waived in writing.

         11.7     Table  of  Contents  and  Headings.   Any  table  of  contents
accompanying  this Agreement and any section  headings  contained herein are for
ease of reference  only, do not constitute a part of this  Agreement,  and shall
not be employed in interpreting this Agreement.

         11.8     Notices.  Any  notice,  payment,   request,  demand  or  other
communication  hereunder  shall be in  writing  and shall be deemed to have been
duly given (i) when delivered personally, upon personal delivery to the party to
be notified;  or (ii) one business day after  sending by facsimile  transmission
with  confirmation that the facsimile message was transmitted to the party to be
notified,  or (iii)  three (3)  business  days after  sending by  registered  or
certified  mail,  postage paid,  to the party to be notified;  or (iv) three (3)
business days after sending by ordinary  mail,  postage paid, to the party to be
notified, at the address set forth below:

Rentech, Inc.                                        Texaco Energy Systems, Inc.
1331 17th St., Suite 720                             1111 Bagby
Denver, CO 80202                                     Houston, TX 77002-4596


                                       11
<PAGE>


Either  Rentech  or  Texaco  may  change  its  address,   facsimile   number  or
representative  to be  notified  by written  notice to the other  party given in
accordance with this section.

         11.9     Integration.    Except   for   the   License   Agreement   and
confidentiality agreements relating to TGP, TGPS and TGFT, this Agreement, which
includes  Exhibits  and  Attachments,  represents  the entire  agreement  of the
parties with respect to the subject  matter herein  contained and supersedes and
cancels all prior correspondence,  conversations,  negotiations,  understandings
and  agreements  with  respect  to those  subjects.  This  Agreement  may not be
modified orally, but only by a writing signed by both parties.

         11.10    Construction.  This  Agreement  has been  prepared,  examined,
negotiated  and  revised by each party and their  respective  attorneys,  and no
implication shall be drawn and no provision shall be construed against any party
to this  Agreement  by virtue of the  purported  identity of the drafter of this
Agreement, or any portion thereof.



<PAGE>


         11.11    Invalidity  of  Provision.  If any of the  provisions  of this
Agreement  shall  be held by a  court  or  administrative  agency  of  competent
jurisdiction  to  contravene  the laws of any  country,  it is agreed  that such
invalidity,  illegality  or  unenforceability  shall  not  invalidate  the whole
Agreement,  but this  Agreement  shall be construed as if it did not contain the
provision or  provisions  held to be invalid,  illegal or  unenforceable  in the
particular  jurisdiction  concerned,  and insofar as such  construction does not
affect the  substance of this  Agreement and the rights and  obligations  of the
parties hereto,  it shall be construed and enforced  accordingly.  In the event,
however,   that  such   invalidity,   illegality   or   unenforceability   shall
substantially  alter the  relationship  between  the parties  hereto,  affecting
adversely the interest of either party,  then the parties hereto shall negotiate
a mutually acceptable alternative provision not conflicting with such laws.

         11.12    Further  Assurances.  Each party shall execute and deliver all
such further  documents and instruments and take all such further actions as may
be reasonably  required or  appropriate  to carry out the intent and purposes of
this Agreement.

         11.13    Counterparts.  This  Agreement  may  be  executed  in  several
counterparts,  and all counterparts so executed shall constitute but one and the
same agreement, which shall be binding on all the parties hereto notwithstanding
that less than all of the parties may have signed the same  original or the same
counterpart.

         11.14    Audit.  Rentech  agrees,  upon ten (10) days written notice of
Texaco,  to  permit  Texaco up to once a  calendar  year to have  access  during
customary  business hours to the books and records of Rentech  pertaining to (i)
activities  under this  Agreement and (ii) fees and invoices being charged under
this Agreement,  including overhead rates and administrative  fees. The right to
examine may be exercised at any time during the term of this Agreement and for a
period of two (2) years after its expiration or termination.  Prompt adjustments
in  billings  and Exhibit B fees shall be made to  compensate  for any errors or
omissions  disclosed by such an examination.  Texaco agrees to be subject to the
confidentiality  and  nonuse  obligations  and  exceptions  of Section 7 of this
Agreement  for any  information  disclosed  to it by such an  examination  for a
period of five (5) years from the date of disclosure.


                                       12
<PAGE>


         IN WITNESS WHEREOF,  the parties have executed  duplicate  originals of
this Agreement by their duly authorized  officers as of the date first mentioned
above.

RENTECH, INC.                                        ATTEST:

         /s/ Dennis L. Yakobson                      /s/ Ronald C. Butz
By:      ___________________________                 ___________________________
         Dennis L. Yakobson, President               Ronald C. Butz, Secretary
         Date:  10 June, 1999

TEXACO ENERGY SYSTEMS INC.

         /s/ Graham Batcheler, President
By:      _______________________________
Name:    Graham Batcheler, President                 Approved
Date:    June 14, 1999                               HJD