DARLING INTERNATIONAL INC
EMPLOYMENT AGREEMENT RANDALL STUEWE
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<TYPE>EX-10
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<FILENAME>k8rsagmt.htm
<DESCRIPTION>EMPLOYMENT AGREEMENT RANDALL STUEWE
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<HTML><HEAD><TITLE>Stuewe Employment Agreement</TITLE>
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<H2 ALIGN=CENTER><U>EMPLOYMENT AGREEMENT</U></H2>
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<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
Employment  Agreement,  dated as of  February 3, 2003,  by and  between  DARLING
INTERNATIONAL INC.,  a Delaware  corporation  ("Employer"  or  "Company")  and
RANDALL C. STUEWE ("Employee").</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Board of Directors of the Company is formulating a long-term  strategic plan for
the Company (the "Strategic Plan"). The Company and Employee agree that (1) such
process may take a period of time which is  difficult to fix at the present time
and (2) pending the completion of such process, Employee should not relocate his
residence  and should  not enter  into a  long-term  employment  contract.  Such
interim period is hereinafter  referred to as the "Interim Term" and the parties
intend that, unless the results of the Strategic Plan would otherwise dictate, a
three year employment period (the "Term") would commence  immediately  following
the Interim Term.</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
consideration of the mutual agreements hereinafter set forth, the parties hereto
agree as follows:</P>


<P>1.&nbsp;&nbsp;&nbsp;&nbsp;   <U>  Employment  as  Chairman  and  Chief   Executive
Officer.</U> &nbsp;&nbsp;&nbsp;&nbsp;  Employer hereby engages  Employee,  and Employee hereby agrees, to
serve as Employer's  chairman and chief executive  officer during the Employment
Period (as  defined  below),  upon the terms and subject to the  conditions  set
forth in this Agreement.  While serving as chairman and chief executive officer,
Employee  shall carry out such duties as are assigned by the Company's  Board of
Directors  (the  "Board"),  which are  consistent  with  Employee's  position as
chairman and chief  executive  officer,  and shall have full authority to manage
the business of the Company subject to the direction of the Board.</P>


<P>2.&nbsp;&nbsp;&nbsp;&nbsp;  <U>Director.</U>&nbsp;&nbsp;&nbsp;&nbsp;   Employer  hereby  agrees to  appoint
Employee to a vacant  position on the Board and thereafter to nominate  Employee
for  election to the Board at each  annual  meeting of the  stockholders  of the
Company held during the Employment Period.  Employee hereby agrees to serve as a
director  during the  Employment  Period.  The Board agrees to elect Employee as
Chairman of the Board  immediately  upon  Employee's  appointment  to the Board.
Employer now provides and agrees to use all reasonable  efforts,  to continue to
provide,  at its expense,  directors and officer's  liability  insurance ("D and O")
with  limits of not less than $30  million at all times  during  the  Employment
Period,  provided that if the Board  determines that such "D and O" coverage cannot be
obtained at reasonable  cost,  Employee may elect to  voluntarily  terminate his
employment.</P>


<P>3.&nbsp;&nbsp;&nbsp;&nbsp;<U>Base  Salary.</U>  &nbsp;&nbsp;&nbsp;&nbsp;  Employee
shall receive a base salary of $400,000 per annum during the  Employment  Period
as compensation for the services contemplated hereby, payable in accordance with
the Employer's payroll policy for senior executive employees ("Base Salary").  A
copy of said policy has been  provided to Employee  prior to  execution  of this
Agreement.  Employer's  Compensation  Committee  will  review  the  Base  Salary
annually on the  anniversary of the  commencement  of the Employment  Period and
increase the Base Salary as appropriate to ensure that  Employee's  compensation
is commensurate with compensation paid to like employees in the industry.  In no
event shall the Base Salary be reduced during the Employment Period.</P>


<P>4.&nbsp;&nbsp;&nbsp;&nbsp;<U>Minimum  Employment  Period  and  Extended  Period of
Interim  Term.</U>  &nbsp;&nbsp;&nbsp;&nbsp;  As  indicated  above,  Employer is
unable to precisely  determine  how long the Interim Term will last but it shall
be not less  than  four and not more  than  nine  months  from the date  hereof.
Subject to such minimum and maximum  periods,  the Interim Term shall last until
written notice by Employer to Employee.</P>



<P>5.&nbsp;&nbsp;&nbsp;&nbsp;<U>Employment    Period.    </U>&nbsp;&nbsp;&nbsp;&nbsp;
Unless Employer shall have notified  Employee of termination of the Interim Term
and that the Term shall not commence, the Term shall commence
at the end of the Interim  Term and shall  continue for a period of three years,
subject  to (i)  Employer's  right to  terminate  the Term on not less  than six
months notice to Employee,  (ii) extension for successive one-year periods after
expiration of the initial  three-year period of the Term or subsequent  one-year
extensions thereof unless terminated by not less than six months prior notice by
either Employer or Employee and (iii) termination as provided in Section 15. The
term  "Employment  Period"  means all times  Employee is  employed by  Employer,
commencing on the date of this Agreement and continuing  throughout the Term and
any extensions thereof.</P>

<P>6.&nbsp;&nbsp;&nbsp;&nbsp;<U>Severance Payments.</U></P>

<TABLE border=0 cellPadding=0 cellSpacing=0 width=100%>
  <TR Valign=top>
    <TD align=center width="5%">(a)</TD>
     <TD  width="95%">If  Employer  terminates the Employment  Period during the
Interim Term  Employer  shall  promptly  pay Employee a severance  payment in an
amount equal to $75,000 plus 4/12ths of the Base Salary.  The severance  payment
shall be reduced by an amount equal to 1/12th of the Base Salary for every month
up to four that  Employee  has been paid during the Interim  Term.  In addition,
upon  termination  during the Interim Term,  Employer shall pay all premiums for
continuing  health  and  dental  insurance  for the  earlier  of (i)  Employee's
coverage  under the health and dental plan or insurance of his new employer,  or
(ii) six months after the effective  date of such  termination.  Upon payment of
the foregoing  amounts and the payment of any other amounts due upon termination
of the  Employment  Period  herein  provided,  Employer  shall  have no  further
obligation to pay Employee any future compensation.<BR><BR></TD>
  </TR>

  <TR Valign=top>
    <TD align=center width="5%">(b)</TD>
     <TD  width="95%">If  Employer shall terminate the Employment  Period during
the Term (or any  extension  thereof),  except as  provided  in Section 7 below,
Employer  shall  promptly  pay Employee a severance  payment of $400,000,  or an
amount equal to one year's Base Salary if the Base Salary has been  increased as
herein  provided,  and any part of the Base Salary  earned and unpaid during the
Employment Period through the date of such  termination,  and upon such payments
shall have no further  obligation to pay compensation to Employee except for (1)
the Bonus as provided in Section 12 below,  subject to the provisions of Section
7; and (2) all  premiums  for  continuing  health and dental  insurance  for the
earlier of (i) Employee's coverage under the health and dental plan or insurance
of his  new  employer,  or  (ii)  one  year  after  the  effective  date of such
termination.</TD>
  </TR>
</TABLE>


<P>7.&nbsp;&nbsp;&nbsp;&nbsp;
<U>No Severance Payments.</U>&nbsp;&nbsp;&nbsp;&nbsp; Notwithstanding the provisions of Section 6 above,
if Employee  voluntarily resigns or refuses to continue to perform his duties as
chief  executive  officer or shall be discharged  for Cause (as defined  below),
Employer   shall  not  be  obligated  to  pay  any  severance  or  other  future
compensation to Employee.</P>

<P>8.&nbsp;&nbsp;&nbsp;&nbsp; <U>Exclusive Services; Employee Representations.</U></P>

<TABLE border=0 cellPadding=0 cellSpacing=0 width=100%>
  <TR Valign=top>
    <TD align=center width="5%">(a)</TD>
     <TD width="95%">During  the Employment Period,  Employee shall at all times
faithfully, industriously and to the best of his ability, experience and talent,
perform all of the duties of chief executive officer and shall devote all of his
business time and efforts to the performance of such duties and to the promotion
of the  interests  and  business  of  the  Employer;  <U>provided,  however,</U>
Employee may devote time to personal and family  investments  to the extent that
such investments do not conflict with the Employer's  business or interfere with
the performance of Employee's duties under this Agreement. The existence of such
a conflict shall be determined in good faith by the Board.<BR><BR></TD>
  </TR>

  <TR Valign=top>
    <TD align=center width="5%">(b)</TD>
     <TD  width="95%">Employee  represents and warrants to the Employer that (i)
Employee is under no  contractual or other  restriction  or obligation  which is
inconsistent with the execution of this Agreement, the performance of his duties
hereunder,  or the other rights of the Employer  hereunder  and (ii) Employee is
under no physical or mental  disability that would hinder the performance of his
duties under this Agreement.  Employee agrees to conform to any standard testing
program which Employer requires for all of its employees.</TD>
  </TR>
</TABLE>

<P>9.&nbsp;&nbsp;&nbsp;&nbsp;<U>Place
of  Performance.</U>&nbsp;&nbsp;&nbsp;&nbsp;  Employee  shall perform his duties
hereunder principally at the Company's corporate  headquarters in Irving, Texas,
or such other location within the Dallas/Fort Worth  metropolitan area as may be
designated by the Board from time to time.  However,  Employee shall also render
services  at such other place or places  within or without the United  States as
necessary for the effective  management of the Company.  If Employee is required
to render  such  services  at a location  away from  corporate  headquarters  in
Irving,  Texas, or such other location within the Dallas/Fort Worth metropolitan
area as may be  designated  by the Board from time to time,  the Employer  shall
furnish such first class transportation and living expenses as may be reasonably
required for Employee.</P>


<P>10.&nbsp;&nbsp;&nbsp;&nbsp;<U>Relocation Expenses.</U></P>

<TABLE border=0 cellPadding=0 cellSpacing=0 width=100%>
  <TR Valign=top>
    <TD align=center width="5%">(a)</TD>
     <TD  width="95%">The  Employer shall  reimburse  Employee for the following
expenses promptly following submission of appropriate  documentation  thereof in
compliance with such policies and procedures relating thereto as the Company may
adopt from time to time except as modified  herein:  Temporary  Living  Expenses
(hereinafter   defined)  in  accordance  with  Employer's  Executive  Management
Relocation  Policy (a copy of which has been  furnished to  Employee),  until 90
days after the earlier of (i) the  commencement  of the Term or (ii)  Employee's
closing on purchase of a new home in the Dallas,  Texas area.  "Temporary Living
Expenses"  means  (i)  food  and  housing  costs at an  extended  stay  hotel or
furnished apartment,  (ii) weekly roundtrip airfare for Employee to and from his
home in Monterey,  California  and (iii) two round trip airfares for  Employee's
wife and children to and from  Monterey,  California  for the purpose of finding
new housing and schools.<BR><BR></TD>
  </TR>

  <TR Valign=top>
    <TD align=center width="5%">(b)</TD>
     <TD  width="95%">Employer  shall pay  reasonable  expenses  related  to the
movement of Employee's  household goods from Monterey,  California to Employee's
new  residence  in the  Irving,  Texas  area in  accordance  with the  Company's
existing relocation plan ( a copy of which has been furnished to Employee), and,
since Employee has elected not to sell his home in lieu of  reimbursement  for a
relocation  firm to buy  Employee's  home, the Company shall pay to Employee the
sum of $75,000 (net after taxes) on commencement of the Term.</TD>
  </TR>
</TABLE>



<P>11.&nbsp;&nbsp;&nbsp;&nbsp;
<U>Options.</U></P>

<TABLE border=0 cellPadding=0 cellSpacing=0 width=100%>
  <TR Valign=top>
    <TD align=center width="5%">(a)</TD>
     <TD  width="95%">On  the  effective  date  (the  "Effective  Date")of  this
Agreement  (i.e.  the date the Board or  Compensation  Committee  of the Company
approves  this  Agreement)  Employer  shall grant  Employee  stock  options (the
"Management  Options") to purchase 250,000 shares of Employer's common stock (at
an option  exercise  price equal to 100% of the Fair Market Value of  Employer's
common stock on the Effective Date pursuant to the terms of the Employer's  1994
Flexible Stock Option Plan, as amended (the "Option Plan") and of the applicable
stock option agreement under the Plan. 62,500 of such Management Options will be
exercisable  immediately  and  62,500  of the  Management  Options  will  become
exercisable on a cumulative  basis from and after each of the first,  second and
third  anniversary  of the  commencement  of the  Effective  Date  (so  that  an
aggregate  of  250,000  Management  Options  will be  exercisable  by the  third
anniversary of the Effective Date).<BR><BR></TD>
  </TR>


  <TR Valign=top>
    <TD align=center width="5%">(b)</TD>
     <TD  width="95%">At  the  commencement  of the Term  Employer  shall  grant
Employee 250,000 additional Management Options at an option exercise price equal
to 100% of the Fair  Market  Value  of  Employer's  common  stock on the date of
commencement  of the Term,  pursuant  to the terms of the Option Plan and of the
stock option agreement under the Option Plan. 62,500 of such Management  Options
will be exercisable  immediately and 62,500 of such  Management  Options will be
exercisable on the first,  second and third  anniversary of the  commencement of
the Term (so that an  aggregate  of 250,000 of such  Management  Options will be
exercisable   by   the   third   anniversary   of   the   commencement   of  the
Term).<BR><BR></TD>
  </TR>

 <TR Valign=top>
    <TD align=center width="5%">(c)</TD>
     <TD  width="95%">The  Management Options shall be "incentive stock options"
to the maximum extent  permitted under Section 422 of the Internal  Revenue Code
of 1986, as amended.<BR><BR></TD>
  </TR>

 <TR Valign=top>
    <TD align=center width="5%">(d)</TD>
    <TD width="95%">If a "Change of Control"(hereinafter defined) shall
occur (i) during the Interim  Term -- 62,500 of the 250,000  Management  Options
referred to in  subparagraph  11(a)  shall be  immediately  exercisable  or (ii)
during the Term --500,000 of the Management Options referred to in subparagraphs
11(a) and 11(b) shall be immediately exercisable.<BR><BR></TD>
  </TR>

  <TR Valign=top>
    <TD align=center width="5%">(e)</TD>
    <TD width="95%">"Change of Control" means the occurrence of (i) any
person or group,  within the meaning of Section 13(d) of the Securities Exchange
Act of 1934 or the SEC Rules  thereunder  (collectively  the  "Control  Rules"),
becoming a "beneficial owner" (as defined in the Control Rules) of more than 50%
of the total voting power of Employer's  outstanding  capital stock  entitled to
elect directors, (ii) a majority of the members of Employer's Board of Directors
are not  "Continuing  Directors,"  (hereinafter  defined)," or (iii)  Employer's
consolidation  with,  or  merger  with or into any  person or any  person  being
consolidated with, or merger with or into Employer, pursuant to a transaction in
which any of the outstanding  voting capital stock of Employer is converted into
or exchanged for cash, securities or other property.<BR><BR>
</TD>
  </TR>


<TR Valign=top>
    <TD align=center width="5%">(f)</TD>
    <TD width="95%">"Continuing  Directors,"  means  those  members  of
Employer's  Board who either (i) were members of Employer's Board on the date of
commencement  of the Term or (ii) were nominated or elected by a majority of the
Continuing  Directors who were members of  Employer's  Board at the time of such
nomination or election.</TD>
  </TR>
</TABLE>


<P>12. &nbsp;&nbsp;&nbsp;&nbsp;<U>Bonus.</U></P>

<TABLE border=0 cellPadding=0 cellSpacing=0 width=100%>
  <TR Valign=top>
    <TD align=center width="5%">(a)</TD>
     <TD width="95%">During the Employment Period, Employee shall be entitled to
participate in an employee  bonus plan as  established  from time to time by the
Board (the "Bonus  Plan"),  provided,  however,  unless  Employee shall agree in
writing to a different arrangement, during the Employment Period, Employee shall
be  entitled to receive a bonus (the  "Bonus")  based upon the  relationship  of
actual  "EBITDA"  (hereinafter  defined) for a fiscal year to budgeted EBITDA as
established by the Board for such fiscal year. If actual EBITDA equals  budgeted
EBITDA  for a  fiscal  year,  the  bonus  would  be an  amount  equal  to 60% of
Employee's  then Base Salary with the bonus  increasing by an amount equal to 2%
of Base  Salary for each $1  million by which  actual  EBITDA  exceeds  budgeted
EBITDA for such fiscal year,  provided  that in no event shall the bonus for any
fiscal year exceed $400,000 (or Employee's Base Salary should the Base Salary be
increased as herein provided).<BR><BR></TD>
  </TR>
  <TR Valign=top>
    <TD align=center width="5%">(b)</TD>
     <TD  width="95%">"EBITDA"  shall  mean  earnings  before  interest,  taxes,
depreciation  and  amortization,  as  determined in  accordance  with  generally
accepted  accounting  principles,  applied on a consistent basis.  Actual EBITDA
shall be  derived  from  the  Employer's  audited  financial  statements  by its
independent  certified public  accountants.  The Bonus will be pro-rated for the
fiscal year 2003 so that  Employee  will be entitled to receive that  percentage
determined by dividing the number of days from  commencement of the Interim Term
to the end of the fiscal year 2003 by 365 days.<BR><BR></TD>
  </TR>



   <TR Valign=top>
    <TD align=center width="5%">(c)</TD>
     <TD  width="95%">In  no event shall Employee be entitled to a bonus for any
fiscal  year  unless  Employee  shall be employed on the last day of such fiscal
year unless (i) Employee has been  terminated  without  cause during the Term or
(ii) it shall be  determined  by  arbitration  under  Section  16 that  Employer
wrongfully discharged Employee.</TD>
  </TR>
</TABLE>



<P>13. &nbsp;&nbsp;&nbsp;&nbsp;<U>Employee Benefits.</U></P>

<TABLE border=0 cellPadding=0 cellSpacing=0 width=100%>
  <TR Valign=top>
    <TD align=center width="5%">(a)</TD>
    <TD width="95%">During  the  Employment  Period,  Employee shall be
entitled to participate in any employee  benefit plans or programs that Employer
has or shall  establish  in the future for other senior  executive  employees of
Employer,  in each case to the extent that Employee is eligible  under the terms
of such plans or programs.<BR><BR></TD>
  </TR>
  <TR Valign=top>
    <TD align=center width="5%">(b)</TD>
    <TD width="95%">During  the Term,  Employee  shall be  entitled  to
exclusive  use of a new  automobile  of his choice,  in the  category of a sport
utility  vehicle having a  manufacturer's  suggested  retail price not to exceed
$55,000,  or similar car,  which vehicle shall be replaced every three (3) years
or every  60,000  miles  whichever  shall first  occur.  Said  vehicle  shall be
purchased or leased and maintained by the Employer solely at Employer's cost and
expense.  Employer  shall  pay all  insurance  premiums  for both  casualty  and
liability  exposure for the vehicle,  and shall name  Employee as an  additional
named insured under any policy.  Employer  shall pay all  operational  expenses,
fuel,  registration and taxes in said vehicle.  At the expiration or termination
of the Term, Employee shall have the option to elect to purchase said vehicle at
its depreciated book value or at its residual lease value.<BR><BR></TD>
  </TR>


  <TR Valign=top>
    <TD align=center width="5%">(c)</TD>
    <TD width="95%">During the  Employment  Period,  Employee  shall be
entitled to  reimbursement  for all ordinary  and  necessary  business  expenses
incurred by Employee in connection with the performance of his duties  hereunder
subject to submission of appropriate  documentation  thereof in compliance  with
such policies and procedures relating thereto as the Company may adopt from time
to time.<BR><BR></TD>
  </TR>
  <TR Valign=top>
    <TD align=center width="5%">(d)</TD>
    <TD width="95%">During the Employment Period, Employee will accrue
and be entitled to use up to four weeks of vacation  each year,  at full pay, in
accordance with the Company's vacation policy.</TD>
  </TR>
</TABLE>


<P>14.&nbsp;&nbsp;&nbsp;&nbsp;<U>Certain Covenants.</U></P>

<TABLE border=0 cellPadding=0 cellSpacing=0 width=100%>
  <TR Valign=top>
    <TD align=center width="5%">(a)</TD>
    <TD width="95%"><U>         Non-Competition        Agreement.
</U>&nbsp;&nbsp;&nbsp;&nbsp;  During the Employment  Period, and for a period of
one year  thereafter  (the  "Restricted  Period"),  Employee  shall not have any
ownership  interest  (of record or  beneficial)  in, or have any  interest as an
employee,  salesman,  consultant,  officer or director in, or  otherwise  aid or
assist in any manner,  any firm,  corporation,  partnership,  proprietorship  or
other  business that engages in any city,  state,  or part thereof in the United
States, Canada and/or Mexico (the "Restricted Territory") in a business which is
similar to that in which the Employer is engaged in the Restricted  Territory or
part thereof or continues to solicit customers or potential  customers  therein;
provided,  however, that Employee may own, directly or indirectly,  solely as an
investment, securities of any entity if Employee (i) is not a controlling person
of,  or a member  of a group  which  controls,  such  entity  and (ii) does not,
directly or indirectly,  own one percent (1%) or more of any class of securities
of any such entity.<BR><BR></TD>
  </TR>


  <TR Valign=top>
    <TD align=center width="5%">(b)</TD>
     <TD  width="95%"><U>Non-Competition  Agreement.</U>&nbsp;&nbsp;&nbsp;&nbsp;
During  the  Employment  Period,  and for a period of one year  thereafter  (the
"Restricted Period"),  Employee shall not have any ownership interest (of record
or beneficial)  in, or have any interest as an employee,  salesman,  consultant,
officer or director  in, or  otherwise  aid or assist in any  manner,  any firm,
corporation,  partnership,  proprietorship or other business that engages in any
city,  state,  or part thereof in the United  States,  Canada and/or Mexico (the
"Restricted  Territory")  in a  business  which is  similar to that in which the
Employer is engaged in the Restricted  Territory or part thereof or continues to
solicit  customers or  potential  customers  therein;  provided,  however,  that
Employee may own, directly or indirectly, solely as an investment, securities of
any  entity if  Employee  (i) is not a  controlling  person of, or a member of a
group which controls, such entity and (ii) does not, directly or indirectly, own
one percent (1%) or more of any class of securities of any such entity.<BR>
<BR>
Upon the  termination  of the Employment  Period for any reason,  Employee shall
promptly  deliver  to the  Company  all  correspondence,  drawings,  blueprints,
manuals, letters, notes, notebooks, reports,  flow-charts,  programs, proposals,
price lists,  customer  lists,  company credit cards,  company  vehicles and any
documents  concerning the Company's or its  affiliates'  customers or concerning
products  or  processes  used by the  Company  or its  affiliates  and,  without
limiting the foregoing,  will promptly  deliver to the Company any and all other
documents or materials containing or constituting Confidential Information.<BR><BR></TD>
  </TR>


  <TR Valign=top>
    <TD align=center width="5%">(c)</TD>
     <TD  width="95%"><U>Solicitation of Business.</U>  &nbsp;&nbsp;&nbsp;&nbsp;
During the  Restricted  Period,  Employee  shall not solicit or assist any other
person to solicit any business (other than for the Employer) from any present or
past  customer  of the  Employer  or  request  or advise  any  present or future
customer of the  Employer to withdraw,  curtail or cancel its business  dealings
with the Employer;  or commit any other act or assist others to commit any other
act which might injure the business of the Employer.<BR><BR></TD>
  </TR>
  <TR Valign=top>
    <TD align=center width="5%">(d)</TD>
     <TD  width="95%"><U>Solicitation of  Employees.</U>&nbsp;&nbsp;&nbsp;&nbsp;
During the Restricted Period,  Employee shall not directly or indirectly,  hire,
solicit or  encourage  to leave the  employment  of the  Employer  or any of its
affiliates,  any employee of the Employer or any of its  affiliates  or hire any
such  employee  who  has  left  the  employment  of the  Employer  or any of its
affiliates within one year of the termination of such employee's employment with
the Employer or any of its affiliates.<BR><BR></TD>
  </TR>
  <TR Valign=top>
    <TD align=center width="5%">(e)</TD>
     <TD           width="95%"><U>Solicitation          of          Consultants.
</U>&nbsp;&nbsp;&nbsp;&nbsp;  During the Restricted  Period,  Employee shall not
directly  or  indirectly,  hire,  solicit  or  encourage  to cease work with the
Employer or any of its affiliates any consultant  then under the oral or written
contract  with the  Employer  or any of its  affiliates  within  one year of the
termination  of such  Employee's  employment  with  the  Employer  or any of its
affiliates.<BR><BR></TD>
  </TR>


  <TR Valign=top>
    <TD align=center width="5%">(f)</TD>
     <TD          width="95%"><U>Right         and         Remedies         Upon
Breach.</U>&nbsp;&nbsp;&nbsp;&nbsp;  If Employee breaches or threatens to commit
a  breach  of any  of the  provisions  of  this  Section  14  (the  "Restrictive
Covenants"),  the Employer shall have the following rights and remedies, each of
which  rights  and  remedies  shall be  independent  of the other and  severally
enforceable,  and all of which rights and remedies  shall be in addition to, and
not lieu of, any other rights and remedies  available to the Employer  under law
or in equity:<BR><BR>

(i)  &nbsp;&nbsp;&nbsp;&nbsp;<U>Specific                            Performance.
     </U>&nbsp;&nbsp;&nbsp;&nbsp;  The right and remedy to have the  Restrictive
     Covenants  specifically  enforced by any court having equity  jurisdiction,
     all without  the need to post a bond or any other  security or to prove any
     amount of actual damage or that money damages would not provide an adequate
     remedy, it being acknowledged and agreed that any such breach or threatened
     breach will cause irreparable injury to the Employer and that money damages
     will not provide adequate remedy to the Employer; and<BR><BR>

(ii) &nbsp;&nbsp;&nbsp;&nbsp;<U>Accounting                                   and
     Indemnification.</U>&nbsp;&nbsp;&nbsp;&nbsp;   The  right  and   remedy  to
     require  Employee  (i) to  account  for and pay  over to the  Employer  all
     compensation,  profits,  monies,  accruals,  increments  or other  benefits
     derived or  received  by Employee or any  associated  party  deriving  such
     benefits as a result of any such breach of the Restrictive  Covenants;  and
     (ii) to indemnify the Employer against any other losses, damages (including
     special and consequential  damages),  costs and expenses,  including actual
     attorneys'  fees and court  costs,  which may be incurred by them and which
     result  from or arise out of any such  breach or  threatened  breach of the
     Restrictive Covenants.<BR><BR>
</TD>
  </TR>
  <TR Valign=top>
    <TD align=center width="5%">(g)</TD>
     <TD          width="95%"><U>Severability          of         Covenants/Blue
Pencilling.</U>&nbsp;&nbsp;&nbsp;&nbsp;  If any court determines that any of the
Restrictive  Covenants,  or any part thereof,  is invalid or unenforceable,  the
remainder of the  Restrictive  Covenants shall not thereby be affected and shall
be given full  effect,  without  regard to the  invalid  portions.  If any court
determines  that any of the  Restrictive  Covenants,  or any part  thereof,  are
unenforceable  because of the  duration of such  provision  or the area  covered
thereby,  such court shall have the power to reduce the duration or area of such
provision and, in its reduced form, such provision shall then be enforceable and
shall be  enforced.  Employee  hereby  waives  any and all right to  attack  and
validity  of the  Restrictive  Covenants  on the ground of the  breadth of their
geographic scope or the length of their term.<BR><BR></TD>
  </TR>

  <TR Valign=top>
    <TD align=center width="5%">(h)</TD>
     <TD                     width="95%"><U>Enforceability                    in
Jurisdictions.</U>&nbsp;&nbsp;&nbsp;&nbsp;The  Employer and  Employee  intend to
and do hereby confer jurisdiction to enforce the Restrictive  Covenants upon the
courts of any jurisdiction  within the geographical scope of such covenants.  If
the  courts  of any  one or  more of such  jurisdictions  hold  the  Restrictive
Covenants  wholly  unenforceable  by  reason  of the  breadth  of such  scope or
otherwise,  it  is  the  intention  of  the  Employer  and  Employee  that  such
determination  not bar or in any way  affect  the right of the  Employer  to the
relief  provided  above in the  courts  of any  other  jurisdiction  within  the
geographical  scope of such covenants,  as to breaches of such covenants in such
other  respective   jurisdictions,   such  covenants  as  they  relate  to  each
jurisdiction  being,  for this purpose,  severable into diverse and  independent
covenants.<BR><BR></TD>
  </TR>
  <TR Valign=top>
    <TD align=center width="5%">(i)</TD>
    <TD width="95%"><U>   Inventions,  </U>etc.  To  the  fullest  extent
permitted by law, Employee shall assign, and does hereby assign, to the Employer
all  of  Employee's  right,  title  and  interest  in  and  to  all  inventions,
improvements, developments, trade secrets, discoveries, computer software, trade
names and trademarks conceived,  improved,  developed,  discovered or written by
Employee,  alone or in collaboration with others,  during the Employment Period,
Employee  shall  promptly and fully  disclose to the Employer all matters within
the scope of this paragraph,  and shall, upon request of the Employer,  execute,
acknowledge,  deliver and file any and all documents necessary or useful to vest
in the Employer all of Employee's  right,  title and interest in and to all such
matters.   All   expenses   incurred   in   connection   with   the   execution,
acknowledgement, delivery and filing of any papers or documents within the scope
of this paragraph  shall be borne by the Employer.  All matters within the scope
of this paragraph shall constitute trade secrets and Confidential Information of
the  Employer  until such  matters  cease to be trade  secrets by  operation  of
law.</TD>
</TR>
</TABLE>


<P>15.&nbsp;&nbsp;&nbsp;&nbsp;<U>Termination.</U></P>


<TABLE border=0 cellPadding=0 cellSpacing=0 width=100%>
  <TR Valign=top>
    <TD align=center width="5%">(a)</TD>
    <TD width="95%"><U>   Death  or  Total   Disability  of  Employee.
</U>&nbsp;&nbsp;&nbsp;&nbsp; If Employee dies or becomes totally disabled during
the Employment Period, the Employment Period shall automatically  terminate. For
these  purposes  Employee  shall be deemed  totally  disabled if Employee  shall
become  physically  or mentally  incapacitated  or disabled or otherwise  unable
fully to  discharge  Employee's  duties  hereunder  for a period of ninety  (90)
consecutive  calendar  days or for  120  calendar  days in any 180  calendar-day
period  ("Disability").  A  determination  of  Disability  shall  be  made  by a
physician   satisfactory   to  both  Employee  and  the  Company;   <U>provided,
however,</U>  that if  Employee  and the  Company  do not agree on a  physician,
Employee  and the Company  shall each select a physician  and these two together
shall select a third physician, and the determination by a majority of the three
physicians as to Disability shall be binding on all parties.<BR><BR></TD>
  </TR>
  <TR Valign=top>
    <TD align=center width="5%">(b)</TD>
     <TD width="95%"><U> Termination for Cause.</U>&nbsp;&nbsp;&nbsp;&nbsp;  The
Employment   Period  may  be  terminated  by  the  Employer  for  the  following
occurrences ("Cause"):<BR><BR> (i) &nbsp;&nbsp;&nbsp;&nbsp;Employee's  breach of
any of the covenants contained in Sections 13 and 14 of this Agreement;<BR><BR>

(ii)&nbsp;&nbsp;&nbsp;&nbsp;  Employee's  conviction  by,  or entry of a plea of
     guilty or nole  contendere in, a court of competent and final  jurisdiction
     for any crime (whether felony or misdemeanor)  involving moral turpitude or
     punishable by imprisonment in the jurisdiction involved;<BR><BR>

(iii)&nbsp;&nbsp;&nbsp;&nbsp;  Employee's commission of any crime, act of fraud,
     embezzlement  or theft upon or against (x) the Employer in connection  with
     his duties  with the  Company or in the course of his  employment  with the
     Company  or  otherwise,  or  (y)  any  third  party  whether  prior  to our
     subsequent to the date hereof;<BR><BR>

(iv)&nbsp;&nbsp;&nbsp;&nbsp;Employee's continuing repeated failure or refusal to
     perform  Employee's  duties  as  required  by  this  Employment   Agreement
     (including, without limitation,  Employee's inability to perform Employee's
     duties hereunder as a result of chronic alcoholism or drug addiction and/or
     as a result of any failure to comply with any laws, rules or regulations of
     any  governmental  entity  with  respect to  Employee's  employment  by the
     Employer),  provided that termination of Employee's  employment pursuant to
     this  subsection  (iv) shall not  constitute  valid  termination  for Cause
     unless  Employee  shall have first  received  written notice form the Board
     stating  with  specificity  the  nature  of such  failure  or  refusal  and
     affording  Employee  at  least  fifteen  (15)  days to  correct  the act or
     omission complained of; or<BR><BR>

     (v) &nbsp;&nbsp;&nbsp;&nbsp;  Gross negligence,  insubordination,  material
violation  by  Employee  of any duty of  loyalty  to the  Employer  or any other
material  misconduct  on the part of  Employee,  provided  that  termination  of
Employee's employment pursuant to this subsection (v) shall not constitute valid
termination for Cause unless  Employee shall have first received  written notice
from the Board  stating with  specificity  the nature of such failure or refusal
and affording Employee at least fifteen (15) days to correct the act or omission
complained of.<BR><BR>
</TD>
  </TR>


  <TR Valign=top>
    <TD align=center width="5%">(c)</TD>
     <TD width="95%"><U>Termination  Without  Cause.</U>&nbsp;&nbsp;&nbsp;&nbsp;
At any time during the  Employment  Period,  Employer may  terminate  Employee's
employment without Cause by giving written notice of termination  subject to (i)
the  severance  payments  herein  provided,  (ii)  payment of Base  Salary for a
minimum of four months, if the termination occurs during the Interim Period, and
(iii) the  payment  of the other  amounts  payable  under  this  Agreement  upon
termination of the Employment  Period,  including a bonus as provided in Section
12(c).<BR><BR></TD>
  </TR>

  <TR Valign=top>
    <TD align=center width="5%">(d)</TD>
    <TD width="95%"><U>Effects   of  a   Termination   for   Cause  or
Resignation.</U>&nbsp;&nbsp;&nbsp;&nbsp;  If  Employee is  discharged  for Cause
pursuant to Section 15(b), Employee shall be entitled to receive his Base Salary
to the effective date of the notice of termination,  provided,  however,  (i) if
Employee shall dispute the Board's termination for Cause,  pending resolution of
such dispute by arbitration in accordance with Section 16 hereof, Employer shall
continue to pay  Employee his Base Salary,  subject to  Employee's  agreement to
repay such Base Salary  payments (the  "Repayment  Obligation") in the event the
results of such  arbitration  shall justify the Board's  determination,  and (2)
pending  final  disposition  of any such  criminal or civil  proceeding  against
Employee,  Employer,  may suspend  Employee  but shall  continue to pay his Base
Salary, subject to the Repayment Obligation.<BR><BR></TD>
  </TR>
  <TR Valign=top>
    <TD align=center width="5%">(e)</TD>
     <TD    width="95%"><U>    Effects    of    Termination    for    Death   or
Disability.</U>&nbsp;&nbsp;&nbsp;&nbsp;  Upon the occurrence of Employee's death
during  the  Employment  Period,  Employee's  designated  beneficiary  shall  be
entitled to receive  $350,000 from a group life insurance  policy  maintained by
the  Company  at  its  sole  expense.  Upon  Employee's  disability  during  the
Employment Period,  Employee or his legal  representatives  shall be entitled to
receive  $10,000  per  month  until  age 65  under  a  group  disability  policy
maintained by the Company at its expense.</TD>
  </TR>
</TABLE>



<P>16. &nbsp;&nbsp;&nbsp;&nbsp;<U>Arbitration.</U></P>

<TABLE border=0 cellPadding=0 cellSpacing=0 width=100%>
  <TR Valign=top>
    <TD align=center width="5%">(a)</TD>
     <TD width="95%">Any dispute arising under or with respect to this Agreement
shall be resolved by  Arbitration  in accordance  with the Rules of the American
Arbitration  Association  ("AAA") in Dallas,  Texas.  Employer shall appoint one
arbitrator and Employee shall appoint one arbitrator and such arbitrators  shall
appoint a third  arbitrator who shall act as chairman of the arbitration  panel,
provided that (i) if the party commencing the arbitration  shall fail to appoint
an arbitrator upon such commencement, (ii) if the responding party shall fail to
appoint an arbitrator within 30 days of receipt of notice of commencement of the
arbitration  or (iii) the  arbitrators  selected  by the  parties  shall fail to
appoint  such  third  arbitrator  within  30 days  after  selection  of such two
arbitrators, the AAA shall appoint such arbitrator or arbitrators.<BR><BR></TD>
  </TR>
  <TR Valign=top>
    <TD align=center width="5%">(b)</TD>
     <TD  width="95%">The  decision  of a majority of the  arbitrators  shall be
final and binding  upon the parties  hereto or any person  claiming any interest
through  one  of  the  parties.  The  arbitrators  may  award  costs,  including
reasonable counsel fees and expenses,  to the benefit of the prevailing party as
determined in their sole discretion. The fees of the arbitrators shall be shared
equally by the parties.<BR><BR></TD>
  </TR>

  <TR Valign=top>
    <TD align=center width="5%">(c)</TD>
     <TD  width="95%">Nothing  contained in these  arbitration  proceeding shall
limit the relief  available  to  Employer  under  Sections  13 or 14,  including
commencement   by   Employer   of  an   action   in  any   court  of   competent
jurisdiction.</TD>
  </TR>
</TABLE>



     <P>17.&nbsp;&nbsp;&nbsp;&nbsp;<U>Return       of       the       Employer's
Property.</U>&nbsp;&nbsp;&nbsp;&nbsp;If  this  Agreement is  terminated  for any
reason, the Employer shall have the right, at its option, to require Employee to
vacate his offices prior to the effective date of  termination  and to cease all
activities on the Employer's  behalf.  Upon the termination of his employment in
any manner,  Employee  shall  immediately  surrender  to the Employer all lists,
books and records of, or in connection  with, the Employer's  business,  and all
other property  belonging to the Employer,  it being distinctly  understood that
all such lists, books and records, and other documents,  are the property of the
Employer.</P>


     <P>18.  &nbsp;&nbsp;&nbsp;&nbsp;<U>Withholding.</U>&nbsp;&nbsp;&nbsp;&nbsp;
The Company shall be entitled to withhold  from any payments or deemed  payments
any  amount of  federal  and state  income,  FICA and other  withholding  tax it
determines to be required by law.

<P>19.&nbsp;&nbsp;&nbsp;&nbsp;<U>Miscellaneous.</U></P>


<TABLE border=0 cellPadding=0 cellSpacing=0 width=100%>
  <TR Valign=top>
    <TD align=center width="5%">(a)</TD>
     <TD         width="95%"><U>Entire         Agreement;          Modification.
</U>&nbsp;&nbsp;&nbsp;&nbsp;  This Agreement sets forth the entire understanding
of the parties with respect to the subject matter  hereof,  supersedes all prior
oral or written understandings between them concerning such subject matter. This
Agreement  may be modified  only by a written  instrument  duly executed by each
party.<BR><BR></TD>
  </TR>
  <TR Valign=top>
    <TD align=center width="5%">(b)</TD>
     <TD width="95%"><U>  Survival.</U>&nbsp;&nbsp;&nbsp;&nbsp;  Notwithstanding
the termination of this Agreement or Employee's employment hereunder, Section 6,
7, and 10 through 19 hereof shall survive any such termination.<BR><BR></TD>
  </TR>

  <TR Valign=top>
    <TD align=center width="5%">(c)</TD>
     <TD  width="95%"><U>  Waiver.</U>&nbsp;&nbsp;&nbsp;&nbsp;  The  failure  of
either party hereto at any time to enforce performance by the other party of any
provision  of  this  Agreement  shall  in no  way  affect  such  party's  rights
thereafter  to enforce  the same,  nor shall the  waiver by either  party of any
breach of any  provisions  hereof be deemed to be a waiver by such  party of any
other breach of the same or any other provision hereof.<BR><BR></TD>
  </TR>

  <TR Valign=top>
    <TD align=center width="5%">(d)</TD>
     <TD  width="95%"><U>Notices.</U>&nbsp;&nbsp;&nbsp;&nbsp;  All  notices  and
other  communications  required or permitted  under this  Agreement  shall be in
writing,  served  personally  on,  e-mailed or mailed by certified or registered
United States mail to, the party to be charged with receipt thereof. Notices and
other  communications  served by mail shall be deemed  given  hereunder 72 hours
after deposit of such notice or  communication  in the United States Post Office
as certified or registered mail with postage pre-paid and duly addressed to whom
such notice or communication is to be given, in the case of:<BR><BR></TD>
  </TR>
</TABLE>


<TABLE border=0 cellPadding=0 cellSpacing=0 width=100%>
  <TR Valign=top>
    <TD align=center width="20%">(i)</TD>
    <TD width="80%"> the Employer:</TD>
  </TR>
  <TR Valign=top>
    <TD width="20%">&nbsp;&nbsp;</TD>
    <TD width="80%">       Darling International Inc.<BR>
                           251 O'Connor Ridge Boulevard, Suite 300<BR>
                           Irving, Texas 75038<BR>
                           E-mail:  Jmuse@darlingii.com<BR>
                           Attention:  Chief Financial Officer<BR><BR>

                  or<BR><BR></TD>
  </TR>

  <TR Valign=top>
    <TD align=center width="20%">(ii)</TD>
    <TD width="80%">Employee:</TD>
  </TR>

  <TR Valign=top>
    <TD width="20%">&nbsp;&nbsp;</TD>
    <TD width="80%"> Randall C. Stuewe<BR>
                           11502 Saddle Road<BR>
                           Monterey, CA 93940<BR>
                           E-mail:  rcsteuwe@aol.com<BR><BR></TD>
  </TR>


  <TR Valign=top>
    <TD align=center width="20%">copy to:</TD>
    <TD width="80%">Employee:</TD>
  </TR>

  <TR Valign=top>
    <TD width="20%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD width="80%">Stephen Pearson, Esq.<BR>
                           Noland, Hamerly, Etienne and Hoss<BR>
                           P.O. Box 2510<BR>
                           Salinas, CA 93902<BR>
                           E-mail:  Spearson@NHEH.com<BR><BR></TD>
  </TR>

  <TR Valign=top>
    <TD width="5%">&nbsp;&nbsp;&nbsp;&nbsp;</TD>
    <TD width="95%">Any such party may change said party&#146;s address for purposes of this Section by giving to the party
intended to be bound thereby, in the manner provided herein, a written notice of
such change.<BR><BR></TD>
  </TR>
</TABLE>



<TABLE border=0 cellPadding=0 cellSpacing=0 width=100%>
  <TR Valign=top>
    <TD align=center width="5%">(e)</TD>
     <TD width="95%"><U>Severability.</U>&nbsp;&nbsp;&nbsp;&nbsp; If any term or
provision  of  this  Agreement  or the  application  thereof  to any  person  or
circumstance  shall, to any extent,  be held invalid or unenforceable by a court
of competent jurisdiction, the remainder of this Agreement or the application of
any such term or  provision to persons or  circumstances  other than those as to
which it is held invalid or unenforceable,  shall not be affected  thereby,  and
each term and provision of this Agreement  shall be valid and enforceable to the
fullest  extent  permitted  by law. If any of the  provisions  contained in this
Agreement  shall for any reason be held to be excessively  broad as to duration,
scope,  activity or subject,  it shall be construed by limiting and reducing it,
so as to be valid and  enforceable to the extent  compatible with the applicable
law or the determination by a court of competent jurisdiction.<BR><BR></TD>
  </TR>


  <TR Valign=top>
    <TD align=center width="5%">(f)</TD>
     <TD width="95%"><U>Governing Law.</U>&nbsp;&nbsp;&nbsp;&nbsp;This Agreement
shall be governed by, and  interpreted in accordance  with, the internal laws of
the State of Texas,  without regard to the conflict of law  principles  thereof.
Subject to the arbitration provisions of this Agreement,  Employee hereto hereby
irrevocably and  unconditionally  consents to submit to the  jurisdiction of the
courts of the State of Texas or of the United  States of America  located in the
State of Texas for any actions,  suits or proceedings arising out of or relating
to this Agreement and the transactions  contemplated  hereby, and further agrees
that  service of any  process,  summons,  notice or  document  by United  States
registered or certified mail in accordance  with Section 19(d) of this Agreement
shall be effective service of process for any action, suit or proceeding brought
in any such court.  Subject to the  arbitration  provisions  of this  Agreement,
Employee hereby irrevocable and unconditionally waives any objection of personal
jurisdiction and the laying of venue of any action,  suit or proceeding  arising
out of this Agreement or the transactions  contemplated hereby, in the courts of
the State of Texas or of the United  States of  America  located in the State of
Texas, and hereby further irrevocably and unconditionally  waives and agrees not
to plead or claim in any such court  that any such  action,  suit or  proceeding
brought in any such court has been brought in an inconvenient  forum. A claim or
a series of related claims with respect to which injunctive relief is sought may
be heard in the jurisdiction where it is alleged that the primary activity which
is the subject of such claim(s) occurred.<BR><BR></TD>
  </TR>


  <TR Valign=top>
    <TD align=center width="5%">(g)</TD>
     <TD  width="95%"><U>   Non-transferability   of  Interest;   Assignment  by
Employer.</U>&nbsp;&nbsp;&nbsp;&nbsp;  None of the rights of Employee to receive
any form of compensation  payable pursuant to this Agreement shall be assignable
or  transferable  except  through a  testamentary  disposition or by the laws of
descent and distribution upon the death of Employee.  Any attempted  assignment,
transfer,  conveyance,  or other  disposition  (other than as  aforesaid) of any
interest in the rights of Employee  to receive  any form of  compensation  to be
made by the Employer  pursuant to this Agreement  shall be null and void. In the
event of any sale,  transfer or other disposition of all or substantially all of
the Company's assets or business, whether by merger,  consolidation or otherwise
to any entity or person,  this  Agreement and the rights and  obligations of the
Company hereunder shall be transferred to such entity or person.  This Agreement
shall be binding upon and inure to the benefit of the  parties,  and their legal
representatives,  heirs, and, subject to the preceding sentences of this Section
19(g), their successors and assigns.<BR><BR></TD>
  </TR>
  <TR Valign=top>
    <TD align=center width="5%">(h)</TD>
     <TD    width="95%"><U>    Counterparts.</U>&nbsp;&nbsp;&nbsp;&nbsp;    This
Agreement  may be executed in one or more  counterparts,  each of which shall be
deemed an original,  but all of which together shall constitute one and the same
Agreement.<BR><BR></TD>
  </TR>
  <TR Valign=top>
    <TD align=center width="5%">(i)</TD>
     <TD  width="95%"><U>   Headings.</U>&nbsp;&nbsp;&nbsp;&nbsp;   he  headings
preceding the text of the sections and  subsections  hereof are inserted  solely
for convenience of reference, and shall not constitute a part of this Agreement,
nor shall they affect its meaning, construction or effect.<BR><BR></TD>
  </TR>
</TABLE>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN WITNESS WHEREOF,</B> the parties hereto have caused this Agreement to be duly executed s as of the date hereinabove
set forth.<BR><BR></P>



<TABLE border=0 width=600>
<TR><TD width=35%></TD><TD width=20%></TD><TD align=left><B>"EMPLOYER or COMPANY"</B><BR><BR>
DARLING INTERNATIONAL INC.<BR><BR></TD></TR>
<TR><TD width=35%></TD><TD width=20%></TD><TD align=left>By:&nbsp;&nbsp;<U>/s/ John O. Muse</U></TD></TR>
<TR><TD width=35%></TD><TD width=20%></TD><TD align=left>John Muse, Executive Vice President<BR><BR><BR><BR></TD></TR>

<TR><TD width=35%></TD><TD width=20%></TD><TD align=left><B>"EMPLOYEE"</B><BR><BR></TD></TR>
<TR><TD width=35%></TD><TD width=20%></TD><TD align=left><U>/s/ Randall C. Stuewe</U></TD></TR>
<TR><TD width=35%></TD><TD width=20%></TD><TD align=left>Randall C. Stuewe<BR><BR></TD></TR>

</TABLE>


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