PHILIPP BROTHERS CHEMICALS INC
SUPPLY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.38
<SEQUENCE>3
<FILENAME>file003.txt
<DESCRIPTION>SUPPLY AGREEMENT
<TEXT>


                                SUPPLY AGREEMENT

      This Supply Agreement, entered into as of this 1st day of May, 2001, is by
and between Phibro-Tech, Inc., a Delaware corporation with offices at One Parker
Plaza, Fort Lee, New Jersey ("Seller"), and Nufarm, Inc., a Delaware corporation
with  offices at 1333 Burr Ridge  Parkway,  Suite  125A,  Burr  Ridge,  Illinois
("Buyer").

                                   WITNESSETH:

      WHEREAS,  Seller  and Buyer wish to enter  into a Supply  Agreement  under
which Seller will sell and deliver Product (as hereafter  defined) to Buyer upon
the terms and conditions set forth herein.

      NOW,  THEREFORE,  in consideration of the mutual covenants herein,  Seller
and Buyer hereby agree as follows:

1.    Definitions.

      (a)   "Affiliate" means in respect of a party to this Agreement any entity
            that, by means ownership of the majority of shares or otherwise,  is
            controlled  by such  party,  is  controlling  such party or is under
            common  control with such party. A corporation or other entity shall
            be  regarded  as in control of another  corporation  or entity if it
            owns,  or directly or indirectly  controls,  more than fifty percent
            (50%) of the voting stock or other  ownership  interest of the other
            corporation or entity,  or if it possesses,  directly or indirectly,
            the power to direct or cause the  direction  of the  management  and
            policies of the corporation or other entity.

      (b)   "Calendar  Quarter" means each calendar  quarter  starting  January,
            April, July and October 1.

      (c)   "Calendar  Year" means each calendar year while this Agreement is in
            effect.

      (d)   "Contract Year" means in the first instance,  the period  commencing
            as of May 1,  2001 and  ending  June 30,  2002 and  thereafter  each
            twelve-month  period commencing July 1 and ending June 30 while this
            Agreement is in effect.

      (e)   "Control" means the possession,  direct or indirect, of the power to
            direct or cause the  direction  of the  management  or policies of a
            person  or  entity,   whether   through  the   ownership  of  voting
            securities, by contract or otherwise.

      (f)   "Delivery Point" means FOB the Facility,  unless otherwise specified
            and agreed by both parties.

      (g)   "Facility" means the Sumter, SC facility of Seller at which Products
            are manufactured.


<PAGE>

      (h)   "Lead Time" means the period of time  between  receipt of a Purchase
            Order and the time the  Product  is  delivered  to Buyer  and/or its
            Affiliates at the Delivery Point, which shall be sixty (60) calendar
            days for all Products.

      (i)   "Product"  means the products  manufactured  by Seller for Buyer and
            set forth in  Attachment  1, as may be amended  from time to time by
            the mutual agreement of the parties.

      (j)   "Product Specifications" means the published specifications for each
            of the Products set forth in Attachment 2.

      (k)   "Purchase Order" has the meaning set forth in Section 2(d).

      (l)   "Substitute  Products"  means  products that are used as substitutes
            for Products, including without limitation, products manufactured by
            others  with  substantially  similar  performance   characteristics,
            efficacy or  functionality,  but does not include existing  Products
            sold by Buyer's Affiliates.

      (m)   "Technical  Data Sheets" means those product  technical  data sheets
            customarily  used  in the  chemical  industry  and  containing  such
            information as is customarily found therein.

2.    Purchase of Product.

      (a)   Appointment;  Exclusivity.  Buyer and its Affiliates  hereby appoint
            Seller to manufacture  and be their  exclusive  supplier of Products
            and  Substitute  Products,  subject to the  conditions and terms set
            forth herein, and Seller accepts such appointment to manufacture and
            supply  the  Products  and to do  such  other  acts  as  are  herein
            authorized.  During the term of this  Agreement,  Seller shall,  and
            shall ensure that its Affiliates shall not,  directly or indirectly,
            supply,  distribute or sell  Products or Substitute  Products to any
            person or entity other than Buyer and/or its Affiliates on terms and
            conditions,  including price, that are, in the aggregate, materially
            more  favorable  to such other person or entity than to Buyer and/or
            its Affiliates hereunder.


                                       2
<PAGE>

      (b)   100% Requirements. Buyer agrees, and agrees to cause its Affiliates,
            to  buy  100%  of  its  and  their  requirements  for  Products  and
            Substitute Products, up to the capacity of the Facility,  during the
            term of this  Agreement  from  Seller  hereunder,  and Seller  shall
            supply  to  Buyer  and  its   Affiliates   100%  of  its  and  their
            requirements  for Products and  Substitute  Products,  in accordance
            with the terms  and  conditions  of this  Agreement,  provided  such
            requirements do not exceed the capacity of the Facility.  During the
            term of this  Agreement,  Buyer shall not divert the  manufacture or
            sale of Products or  Substitute  Products  from the  Facility to any
            other plant.

      (c)   Forecasts.  Buyer  agrees to provide to Seller,  within  thirty (30)
            days after the date  hereof,  written  non-binding  forecasts of its
            anticipated  requirements  of Products  by Calendar  Quarter for the
            balance  of  Calendar  Year  2001  and for the  first  two  Calendar
            Quarters  of Calendar  Year 2002.  At least sixty (60) days prior to
            the beginning of each Calendar  Quarter,  Buyer shall provide Seller
            with a  written  non-binding  rolling  estimate  of its  anticipated
            requirements  of Product  during the next four  succeeding  Calendar
            Quarters.

      (d)   Purchase Orders. To effect the purchase of Product, Buyer shall give
            Seller a binding written  purchase order;  such order shall:  (i) be
            given to Seller at least the number of days  prior to the  scheduled
            date for  delivery  of the Product  ordered  equal to the Lead Time;
            (ii) specify the quantities,  ship-to  location and delivery date of
            Product  to  be  purchased;  (iii)  be  subject  to  the  terms  and
            conditions of this Agreement;  and (iv) be Buyer's standard purchase
            order form  (hereinafter  referred  to  individually  as a "Purchase
            Order" and  collectively  as the  "Purchase  Orders"),  and shall be
            appropriately  completed and executed by Buyer.  Within fifteen (15)
            business  days after  receipt of such  written  notice and  Purchase
            Order,  Seller  shall  either (A) notify  Buyer in writing that such
            Purchase Order does not comply with the terms and conditions of this
            Agreement,  specifying the respect in which the Purchase Order fails
            to comply with this Agreement, in which event Seller and Buyer shall
            promptly negotiate in good faith to resolve such disagreement and to
            execute a suitable Purchase Order reflecting such resolution, or (B)
            notify  Buyer in writing of  Seller's  acceptance  of such  Purchase
            Order, in which event such acceptance notice shall be accompanied by
            a copy of such Purchase  Order signed by Seller.  If Seller fails to
            notify  Buyer  within such  period,  Seller  shall be deemed to have
            accepted  and  signed  the  Purchase  Order.  Seller  shall  not  be
            obligated to fulfill any Purchase  Orders in respect of any Calendar
            Quarter  to the  extent  the  aggregate  Purchase  Orders  for  such
            Calendar  Quarter exceed the forecasts for such Calendar  Quarter by
            more than  twenty-five  percent  (25%),  although  Seller  shall use
            commercially reasonable efforts to fulfill all such Purchase Orders.
            Seller shall not be  obligated to fulfill any Product  Order of less
            than $500.

      (e)   Printed  Purchase  Order Terms Not  Binding.  Every  Purchase  Order
            issued by Buyer hereunder shall reference this Agreement. No printed
            term or condition contained in such Purchase Order shall bind, apply
            to, or in any respect  give rise to any  obligation  on the part of,
            Seller or Buyer.  No term or condition  typed on such Purchase Order
            shall bind,  apply to, or in any respect give rise to any obligation
            on  the  part  of   Seller   unless   specifically   agreed  to  and
            countersigned  by Seller.  Subject to  Section  2(f),  the terms and
            conditions  contained in this Agreement (including any Attachment or
            Schedule hereto) supersede such printed terms and conditions and all
            prior oral or written  agreements,  commitments  and  understandings
            between Seller and Buyer and shall,  together with the terms of such
            accepted  Purchase Order,  constitute the entire  agreement  between
            Seller and Buyer with  respect to the matters  provided  for in such
            Purchase Order.


                                       3
<PAGE>

      (f)   Terms of Sale. Buyer shall,  with respect to any sale of Products by
            Buyer to any of its  direct or  indirect  customers,  replicate  the
            terms under which  Seller  sells  Products  hereunder  to Buyer that
            limit Seller's liability to Buyer (i.e., the Performance  Warranties
            and  Sections  7(b) and 9 but not  Section  5(g))  to limit  Buyer's
            liability  to such  customer  for such sale (the  "Terms of  Sale").
            Where Buyer sells  Product to its customer  pursuant to the Terms of
            Sale and Buyer is liable to such customer, Buyer will be entitled to
            pursue such rights as it may have against Seller; provided, however,
            that to the extent  Buyer  modifies  the Terms of Sale  without  the
            prior written consent of Seller, Buyer shall not pursue any recovery
            from Seller.

      (g)   Facility.  Seller shall manufacture  Product at the Facility.  Buyer
            agrees that Seller may utilize the Facility for the blending  and/or
            manufacture of product other than the Products,  subject to Seller's
            obligations  under the Asset  Purchase  Agreement  between Buyer and
            Seller  dated as of the date hereof and the  requirements  set forth
            herein.   Seller  may  change  the  location  at  which  Product  is
            manufactured  to  another  location  in the United  States  upon one
            hundred  eighty  (180) days'  prior  written  notification  to Buyer
            unless such change would result in any material increase in price of
            Product or other material adverse change to Buyer.

      (h)   Capital  Expenditures.  During the term of this Agreement,  if Buyer
            requires  additional  capacity or investment for the  manufacture of
            Products at the Facility, for the manufacture of new products at the
            Facility,  or  for  the  manufacture  of  reformulated  Products  or
            products at the  Facility,  (i) Buyer shall notify Seller in writing
            of its need for such additional  capacity or investment;  (ii) Buyer
            and Seller shall promptly after delivery of such notice negotiate in
            good faith  such  request;  and (iii) if Buyer and  Seller  agree to
            proceed with  increasing  the capacity of, or making changes to, the
            Facility, Buyer shall be liable for all reasonable costs incurred in
            order  so  to   increase   the   capacity   or  change  the  product
            manufacturing  capacities  of the  Facility to the extent  Buyer has
            approved such costs in writing prior to the incurrence thereof.

3.    Payment; Delivery.

      (a)   Price.  The purchase  prices for Product for the first Contract Year
            shall be  Seller's  full  standard  cost and  margin as shown on the
            Purchase  Price  appendix  agreed  by Buyer  and  Seller on the date
            hereof. Thereafter,  during the term of this Agreement, the purchase
            price for Product shall be Seller's full standard  cost,  determined
            by Seller with  respect for  Contract  Year on a  consistent  basis,
            subject to Section 3(d). On or prior to May 10 of each Contract Year
            after the first  Contract  Year,  Seller  and  margin  shown on such
            appendix shall have delivered to Buyer  adjustments to the price for
            Products  determined  in  accordance  with  this  Section  and  such
            appendix for the following Contract Year (the "Adjustments"),  along
            with  information in support of each such  Adjustment.  Seller shall
            promptly provide and/or make available to Buyer any information that
            Buyer  reasonably  requests  in  connection  with  the  Adjustments,
            including a report or certificate of Seller's auditors in respect of
            any Adjustment  that relates to copper prices.  After


                                       4
<PAGE>

            such delivery,  and or prior to May 31 of each Contract Year, Seller
            and Buyer shall meet in such location as they may mutually  agree to
            discuss in good faith the  Adjustments.  Seller and Buyer shall give
            due regard during such negotiations to actual and forecasted changes
            in volume and the affect thereof on standard cost.

      (b)   Invoices. Seller's invoices shall be sent to:

                     Nufarm, Inc.
                     1333 Burr Ridge Parkway
                     Burr Ridge, Illinois 60521
                     United States of America
                     Attn:  Financial Controller

            or such other  address as Buyer may  notify  Seller in writing  from
            time to time.

      (c)   Minimum Aggregate  Payment.  In respect of each Contract Year, Buyer
            shall  pay to Seller a  minimum  aggregate  payment  in  respect  of
            Product  equal to 70% of Base Volume  multiplied  by Product  price,
            regardless  of the volume of Product  ordered by Buyer  during  such
            Contract  Year.  Payment of the price for Product in respect of such
            Year shall be included for  purposes of  determining  whether  Buyer
            made such minimum aggregate payment.

      (d)   Hardship.  At any time during the term of this Agreement,  if either
            party believes that this Agreement is causing demonstrable  economic
            hardship  to it,  such party will  notify the other party in writing
            and within thirty (30) days  thereafter,  the parties shall meet and
            negotiate that issue in good faith. The party claiming such hardship
            shall  provide   and/or  make  available  to  the  other  party  any
            information such other party reasonably  requests in connection with
            such hardship.

      (e)   Payment.  Buyer agrees to pay to Seller the  purchase  price and all
            other amounts  assumed by Buyer in accordance with the terms of this
            Agreement  for Products  delivered in  accordance  with the terms of
            this  Agreement  within  fifty (50) days after the date of  Seller's
            invoice for those  Products.  Such invoices shall be stated and paid
            in U.S.  Dollars  and  shall be dated  no  earlier  than the date of
            delivery of the Product to the Delivery Point.

      (f)   Tax. In addition to the prices referred to in this Agreement for any
            Product,  Buyer shall promptly pay to Seller or, with Seller's prior
            written consent,  directly to the applicable taxing  authority,  all
            sales,  transfer,  excise, VAT, personal property and similar taxes,
            tariffs  or duties  applicable  to any sale of  Product  under  this
            Agreement.  Buyer  shall be  responsible  for all  customs and other
            export duties in connection with the examination of Products.

      (g)   Delivery.

            (i)   Seller  shall  deliver  or  cause  to  be  delivered   Product
                  specified  in an accepted  Purchase  Order to Buyer and/or its
                  Affiliates  at the  Delivery  Point within the Lead Time after
                  delivery of such Purchase Order.


                                       5
<PAGE>

            (ii)  Buyer assumes all title to, and all risk of loss of,  Products
                  upon delivery of the Products by Seller at the Delivery  Point
                  to the  carrier  packed  and  ready for  shipment  to Buyer or
                  Buyer's designee. Buyer will be responsible for all subsequent
                  charges.  Unless  otherwise  directed by Buyer,  Seller  will,
                  however,  prepay the  freight  and bill Buyer for its cost for
                  transportation  charges.  In the absence of instructions  from
                  Buyer to the contrary, Seller, on behalf of Buyer, will select
                  the mode of conveyance and carrier or carriers,  but shall not
                  be deemed  thereby to assume any liability in connection  with
                  the shipment nor shall any such carrier be construed to be the
                  agent of Seller.  If Buyer specifies the carrier in writing to
                  Seller,  or if Buyer requests  actual carrier  invoices,  then
                  shipment will be made collect.  Buyer will be responsible  for
                  all  storage,  rigging,  drayage and other  charges at Buyer's
                  site and for any special handling  requested by Buyer.  Seller
                  shall cooperate in good faith with Buyer in the  documentation
                  and proof of loss claims  promptly  presented  by Buyer to the
                  appropriate carrier and/or insurer.

            (iii) Seller shall make  reasonable  efforts to make deliveries in a
                  timely  fashion and to notify Buyer  promptly of any delays in
                  delivery.

      (h)   Weights.  Seller's  weights at Delivery  Point shall govern,  unless
            proven to be incorrect.

      (i)   Acceptance. Buyer will make an examination and test of each shipment
            for compliance with the Product  Specifications  within a reasonable
            time after its arrival at Buyer's destination.  Buyer shall have the
            right to reject on a  reasonable  basis any portion of any  shipment
            which does not meet the Product Specifications, without invalidating
            the remainder of the order or shipment.  Any claims  against  Seller
            for failure to comply with the Product Specifications will be waived
            unless made in writing  promptly  after the facts on which the claim
            is based become  known to Buyer and in any event within  thirty (30)
            days after the shipment's arrival at Buyer's destination. If Product
            is so  rejected,  Seller at its  option may  either  refund  Buyer's
            purchase price or promptly replace such non-conforming Product. Upon
            Seller's  request,  Buyer  shall  return to  Seller,  transportation
            charges  collect,  the  Product  upon  which the refund or credit is
            based, in substantially as good condition as when received by Buyer,
            except such part, if any, as cannot be returned due to its necessary
            use in processing to determine the existence of an inferior  quality
            or defective  condition;  and Buyer shall also likewise  return,  if
            possible,  the Products  used in  processing.  In the event that any
            shipment  is  rejected  by  Buyer  due to  failure  to meet  Product
            Specifications,  Buyer may  withhold  payment of such portion of any
            invoice  relating  thereto,  until such time as Seller replaces such
            Product  failing  to meet  the  Product  Specifications.  Except  as
            provided in Section 9(c),  Seller's sole  liability for Product that
            does  not   conform  in  all   material   respects  to  the  Product
            Specifications  shall be  limited  to  Seller's  obligation,  at its
            option,  to  replace  such  Product  or to refund  the price of such
            Product, and maximum liability, if any, of Seller in respect thereto
            shall be the purchase  price of that part of the  material


                                       6
<PAGE>

            which is  subject  to the  condition  or cause on which the claim is
            based.  No claim shall be allowed for any cause as to material which
            has been treated or processed in any way,  except for such  quantity
            necessarily  processed  to  determine  the  existence of an inferior
            quality or defective condition.

      (j)   Quality Certificate. Seller shall accompany each shipment of Product
            hereunder with Seller's standard form of (i) weight certificates and
            (ii) assay  certificate(s)  applicable  to each batch of  production
            contained therein.

4.    Seller's Obligations.

      (a)   Documentation. Seller shall provide Buyer with Technical Data Sheets
            in  connection  with the sale of the Product  from time to time upon
            request by Buyer.

      (b)   Support.  Seller agrees upon Buyer's reasonable request from time to
            time during the term of this Agreement to provide  certain  research
            and  development  services  and  to  provide  Buyer  reasonable  and
            customary  technical  and/or  laboratory  support at  Seller's  then
            standard  rates for such  services  and subject to such terms as the
            parties may  otherwise  mutually  agree,  all in  accordance  with a
            separate  agreement to be entered into on terms mutually  acceptable
            to Buyer and Seller.

      (c)   Supply  Interruption.  If Seller is  unable  to supply  Products  in
            accordance with accepted  Purchase Orders at any time for any reason
            other than a force majeure (as  hereinafter  defined) and other than
            pursuant to a capital  expenditure  project  jointly  undertaken  by
            Buyer and  Seller (a "Supply  Interruption  Period"),  Seller  shall
            attempt in good faith to provide  written  notice to Buyer as far in
            advance of the  commencement  of the Supply  Interruption  Period as
            possible  or  as  soon   thereafter   as  possible   and  shall  use
            commercially reasonable efforts to resume supply in a timely manner.
            Seller  will also  provide  advance  written  notice to Buyer of any
            planned operational  interruption relating to the Products if Seller
            reasonably  believes  that  the  event  will  result  in a  material
            interruption  of  supply of  Products.  So that all  Product  can be
            shipped as required under this Agreement, promptly after delivery of
            any such  notice,  Buyer and Seller will in good faith  negotiate an
            agreement  pursuant to which Buyer's  anticipated needs for Products
            would be filled  during  the  Supply  Interruption  Period.  Such an
            agreement may include, for example,  that Seller would (i) produce a
            sufficient  amount of  Products  prior to the  Service  Interruption
            Period to  fulfill  Buyer's  anticipated  needs  during  the  Supply
            Interruption  Period;  (ii)  have  an  Affiliate  of  Seller  supply
            Products or  Substitute  Products  under this  Agreement  during the
            Supply  Interruption Period to the extent Seller is unable to supply
            the Products in accordance herewith; and/or (iii) obtain Products or
            Substitute Products from a third-party  manufacturer for shipment to
            Buyer  in  accordance   with  Purchase   Orders  during  the  Supply
            Interruption  Period.  If Seller cannot or does not provide Products
            during a Supply  Interruption  Period  for a  consecutive  period of
            forty-five  (45) days,  Buyer  shall have the right to  procure,  if
            possible,  Substitute Products on the open market ("cover products")
            on a  short-term  basis  and on  commercially  reasonable  terms and
            Seller shall  reimburse Buyer for the cost of


                                       7
<PAGE>

            such cover  products  in  quantities  consistent  with the  Purchase
            Orders to the  extent  such cost  exceeds  the cost of the  Products
            under  this  Agreement;  provided,  however,  that once  Seller  has
            provided  written  notice  to Buyer  that  Seller  is able to resume
            supply  of  the  Products  under  this  Agreement,  Buyer  will  use
            commercially  reasonable  efforts to stop its  procurement  of cover
            products and will resume  acquiring  Products from Seller under this
            Agreement.   If  Buyer  does  procure  cover   products  and  Seller
            reimburses Buyer for any excess costs thereof in accordance with the
            foregoing,  Seller's  liability  arising  as a result of the  Supply
            Interruption   Period   shall  be  limited  to  such   reimbursement
            obligation.

      (d)   Facility.  Seller shall use commercially reasonable efforts to cause
            the Facility  and the  Products to comply in all  material  respects
            with all  applicable  governmental  laws,  regulations,  ordinances,
            standards, orders and decrees including those relating to pollution,
            ecology and environmental matters.

      (e)   Product  Changes.  If either party requires a change to any Product,
            such party shall notify the other party in writing and within thirty
            (30) days  thereafter,  the parties shall meet and negotiate in good
            faith that Product change.  Notwithstanding anything to the contrary
            herein,  Seller may make any Product  change  required for safety as
            and when  required.  If the parties do not agree to a Product change
            as a result of such  negotiations,  the following  procedures  shall
            apply:

            (i)   Upon ninety (90) days' prior written  notice to Buyer,  Seller
                  may make  changes to any Products  whenever  such changes are:
                  (A)   required  for  safety,   (B)   required  to   facilitate
                  performance in accordance with the Product Specifications,  or
                  (C) such that they represent non-substantial substitutions and
                  modifications   not   materially   and   adversely   affecting
                  performance  in  accordance  with the Product  Specifications;
                  provided,   however,  that  the  Products  so  modified  shall
                  continue to be covered by the applicable product registration.
                  In the event of such changes by Seller that materially  affect
                  the cost of the Product and/or that Seller reasonably believes
                  materially  and adversely to affect  performance in accordance
                  with the Product Specifications  ("Material Changes"),  Seller
                  shall so state in its notice to Buyer.  Buyer shall  thereupon
                  have  forty-five  (45) days after  receipt  of such  notice to
                  review  such  changes  and to document  and  substantiate  any
                  objection thereto.  In the event of a Material Change to which
                  Buyer  objects  as  aforesaid,  Buyer  shall have the right to
                  terminate  this  Agreement  with  respect to such Product upon
                  written  notice to Seller  within  sixty  (60) days  after its
                  receipt of such notice of changes  from Seller  unless  Seller
                  agrees,  within thirty (30) days after the  expiration of such
                  sixty-day  period,  not to make  such  change  or to make such
                  change in a manner that does not materially affect the cost of
                  the Product and/or does not  materially  and adversely  affect
                  performance in accordance with the Product Specifications.


                                       8
<PAGE>

            (ii)  The cost of any change requested by Seller  reasonably  deemed
                  by Seller  necessary  to assure the  compliance  of  delivered
                  Products with Product Specifications shall be borne by Seller.
                  Any change  requested  by Seller  reasonably  deemed by Seller
                  necessary  or  desirable  to  assure  the  compliance  of  the
                  Products  with  changed  safety   standards  or   governmental
                  regulations  shall be  implemented by Seller by an appropriate
                  field change notice.  If in the reasonable  judgment of Seller
                  such change is likely to result in a material  increase in the
                  cost of, or the time  required for  performance  by Seller of,
                  the  supply  of  Products  hereunder,  or the  composition  of
                  Products,  such notice  shall  propose new prices of Products,
                  Lead Times, Product  Specifications  and/or Product warranties
                  ("Change Notice Terms"). Such new Change Notice Terms shall be
                  determined in  accordance  with the same methods as such terms
                  shall have been determined  prior to such Change Notice Terms.
                  Buyer shall have the right to object to such new Change Notice
                  Terms by  written  notice to Seller  within  thirty  (30) days
                  after receipt of such change notice. In such event, Seller and
                  Buyer  shall  negotiate  in good  faith  with  respect to such
                  Change Notice Terms that may be  appropriate  in light of such
                  change notice.

            (iii) Upon ninety (90) days' prior written  notice to Seller,  Buyer
                  may require that Seller may make changes to any  Products.  In
                  the event of such changes by Buyer that Buyer reasonably deems
                  would materially affect the cost of the Product to Seller Lead
                  Times  or  Product  warranties,  Buyer  shall  so state in its
                  notice to Seller.  Seller shall thereupon have forty-five (45)
                  days after  receipt of such notice to review such  changes and
                  to document and  substantiate  any objection  thereto.  In the
                  event  of  a  Material  Change  to  which  Seller  objects  as
                  aforesaid,  Seller  shall  have the  right to  terminate  this
                  Agreement  with respect to such Product upon written notice to
                  Buyer  within sixty (60) days after its receipt of such notice
                  of changes from Buyer unless Buyer agrees,  within thirty (30)
                  days after the  expiration of such  sixty-day  period,  not to
                  make such  change or to make such change in a manner that does
                  not materially affect the cost of the Product to Seller.

            (iv)  The cost of any change requested by Buyer reasonably deemed by
                  Buyer necessary to assure the compliance of delivered Products
                  with  Product  Specifications  shall be borne by  Seller.  Any
                  change requested by Buyer reasonably deemed by Buyer necessary
                  or desirable  to assure the  compliance  of the Products  with
                  changed safety standards or governmental  regulations shall be
                  implemented by Seller by an  appropriate  field change notice.
                  If in the reasonable  judgment of Seller such change is likely
                  to result in a material  increase  in the cost of, or the time
                  required for  performance by Seller of, the supply of Products
                  hereunder,  or the composition of Products,  such notice shall
                  propose  Change  Notice  Terms.  Such new Change  Notice Terms
                  shall be


                                       9
<PAGE>

                  determined in  accordance  with the same methods as such terms
                  shall have been determined  prior to such Change Notice Terms.
                  Buyer shall have the right to object to such new Change Notice
                  Terms by  written  notice to Seller  within  thirty  (30) days
                  after receipt of such change notice. In such event, Seller and
                  Buyer  shall  negotiate  in good  faith  with  respect to such
                  Change Notice Terms that may be  appropriate  in light of such
                  change notice.

5.    Quality Assurance and Control

      (a)   Seller  shall use  commercially  reasonable  efforts to maintain the
            productivity,  yields and quality of its  production of Products and
            practice the  "continuous  improvement"  approach in accordance with
            good manufacturing practice.

      (b)   Upon  request  of  Buyer,  Seller  shall  provide  to Buyer  and its
            customers  certificates  of  analysis  for  all  raw  materials  and
            Products.

      (c)   Seller shall maintain all documentation  relating to the manufacture
            and/or  quality  control  of the  Products  for a period of at least
            seven (7) years and shall make such documentation available to Buyer
            upon its reasonable request in writing.

      (d)   Seller  shall  take one (1) sample of each  production  batch of the
            Products,  shall  keep it in a sealed  container  for a period of at
            least  thirty-six  (36)  months  after  delivery  and shall make the
            sample  available  to Buyer  upon its  reasonable  written  request.
            Seller's numbering system for identifying the production batches and
            samples shall be in correlation to the Purchase Order.

      (e)   Buyer shall have the right,  upon reasonable prior notice to Seller,
            to enter the Facility during regular business hours, for the purpose
            of: (i)  observing  and testing  the raw  materials,  packaging  and
            labeling  materials  and  Products,  (ii)observing  the  process  of
            manufacturing,  packaging  and  labeling  the  Products;  and  (iii)
            inspecting   the  quality  of  the  finished   Products,   including
            inspecting  the  process and  results of any  quality  control  test
            conducted  by  Seller;  provided,  however,  that  Buyer  shall  not
            materially  disrupt the  operations  of the  Facility as a result of
            such entry.

      (f)   Seller  shall use  commercially  reasonable  efforts to maintain its
            current  certifications  under  quality,  environmental,  health and
            safety  standards  (e.g.,  ISO 9000 ff) and shall,  upon  reasonable
            request  of  Buyer  and  at  Buyer's   cost  and   expense,   obtain
            certification  under  quality,  environmental,   health  and  safety
            standards that Seller currently does not have.

      (g)   Without  limiting the  foregoing,  Seller makes no warranty that any
            Product  will have any effect on any or all  fungus or other  plant,
            crop, fruit or tree diseases or conditions.


                                       10
<PAGE>

6.    Resale.

      Buyer  shall  have the right to  re-label  all  Products  and to sell such
      Products under Buyer's name alone;  provided,  however,  that in the event
      Buyer re-labels any Product, Buyer shall be responsible for all regulatory
      and/or other requirements for labels and other matters.

7.    Warranties; Disclaimer.

      (a)   Warranties.  The Product will, at the time of delivery,  (i) be free
            from material defects and from  contamination  resulting from faulty
            manufacture;  (ii) conform in all  material  respects to the Product
            Specifications, and (iii) be labeled and packaged in accordance with
            the   Product   Specifications   (collectively,   the   "Performance
            Warranties").

            Seller represents and warrants that it has and will use commercially
            reasonable efforts to maintain  sufficient  production  capacity and
            know-how to manufacture  and supply Products in accordance with this
            Agreement.  Seller  will not  materially  change  the  manufacturing
            process  for and  components  of the  Product  from the  process and
            components  in  place  prior to the date  hereof,  except  as may be
            changed in accordance herewith. To Seller's knowledge,  the Products
            do not infringe any third party intellectual property rights. Seller
            will convey to Buyer good title to the purchased  Products free from
            any security interest, lien, claim or encumbrance that arises out of
            activities of Seller.

      (b)   Disclaimer.

            The  stated   warranties  are  conditioned  upon  proper  treatment,
            storage,   handling  and  use  of  the  Products.  SELLER  MAKES  NO
            REPRESENTATION  OR WARRANTY  EXCEPT AS MAY BE EXPRESSLY SET FORTH IN
            THIS AGREEMENT,  AND SELLER EXPRESSLY  DISCLAIMS ANY AND ALL IMPLIED
            WARRANTIES,  INCLUDING ALL IMPLIED  WARRANTIES  OF  MERCHANTABILITY,
            FITNESS  FOR USE OR FITNESS  FOR A  PARTICULAR  PURPOSE.  Claims for
            breach of  warranty  resulting  from  latent  defects  shall be made
            promptly after discovery thereof by Buyer.

8.    Term.

      This  Agreement  shall have an initial term  extending five (5) years from
      the date hereof with consecutive  two-year renewals at two-year  intervals
      thereafter,  unless  and until  either  party  gives  the other  notice of
      non-renewal  no less than one (1) year prior to the end of the  initial or
      any renewal term.

9.    Indemnification; Insurance.

      (a)   Indemnification  by Buyer.  Buyer shall  defend,  indemnify and hold
            harmless Seller, its shareholders, officers, directors and employees
            from and against any all damages, losses, liability,  claims, causes
            of action,  expenses and costs (including


                                       11
<PAGE>

            reasonable  attorneys' fees and other litigation costs) for personal
            injury   (including   death),   property  damage  and  other  relief
            (including  environmental claims) arising out of (i) claims relating
            to  Buyer's   furnishing   of   manufacturing   specifications   and
            procedures,   packaging  materials,   labeling  or  any  information
            pertaining thereto, (ii) the handling, storage, transportation, sale
            or use of the Product by Buyer or any direct or indirect customer or
            bailee thereof,  (iii) claims and liability  arising out of the use,
            disposition,  subsequent  processing,  admixture  or reaction of any
            Product with other products,  chemicals or materials,  including any
            change made in the composition or form of Products or use of same in
            combination with other  substances,  including,  but not limited to,
            damages for  infringement  of any patents or processes  practiced by
            Buyer or patents  on  products  made by Buyer  (other  than  patents
            licensed by Buyer from Seller  under the License  Agreement  between
            Buyer  and  Seller  dated  as of the date  hereof)  and  claims  and
            liability  arising out of the fungicidal  nature or other properties
            of the Products,  or the use or  application of Products or items on
            which  Products  are applied or with which such  Products  are used,
            (iv) claims of product liability for Products sold by Buyer,  except
            to the extent the liability is caused by a breach of the Performance
            Warranties  by Seller,  and (vi) Buyer's  failure to comply with all
            applicable  laws,  rules  and  regulations   relating  to  the  use,
            distribution,  sale and processing of the Product;  but in any event
            excluding any claim or damage to the extent Seller is responsible to
            indemnify Buyer therefor in accordance with Section 9(c).

      (b)   Insurance  of  Buyer.  Buyer  shall  procure   reasonably   adequate
            insurance for product  liability  damages arising out of the sale or
            use of the  Products.  Buyer shall  maintain  comprehensive  general
            liability  insurance  (including  pollution  liability coverage) and
            other insurance,  on an occurrence  basis, for injury to or death of
            any person(s) or damage to property of not less than $50,000,000 per
            occurrence.

      (c)   Indemnification by Seller.  Seller shall defend,  indemnify and hold
            harmless Buyer, its shareholders,  officers, directors and employees
            from and against any all damages, losses, liability,  claims, causes
            of action,  expenses and costs (including reasonable attorneys' fees
            and other litigation costs) for personal injury  (including  death),
            property damage and other relief  (including  environmental  claims)
            arising out of (i) liability to persons or entities other than Buyer
            and its direct and indirect  customers in such capacity for Products
            to the extent the  liability is  attributable  to the failure of the
            Products to conform with Seller's Performance  Warranties hereunder;
            (ii) the  handling,  storage  or  transportation  of the  Product by
            Seller  or any  bailee  thereof,  (iii)  any  costs of  cleanup  and
            recovery of damages  arising out of or  incidental to the removal or
            disposal  of waste  material  generated  or created by Seller or any
            customer of Seller  (other than  Buyer),  (iv) claims in  connection
            with,  or arising  from,  infringement  of any patents on  processes
            practiced  by Seller,  whether  such  claims and  liability  are for
            negligence  or  otherwise,   except  to  the  extent  of  procedures
            furnished  by Buyer,  and (v)  Seller's  failure to comply  with all
            applicable laws,  rules and regulations  relating to the manufacture
            and supply of the Product;  but (A) in any event excluding any claim
            or damage to the extent


                                       12
<PAGE>

            Buyer is responsible to indemnify Seller therefor in accordance with
            Section 9(a) and (B) in the case of any claims arising under Section
            9(c),  other than through Buyer or its direct or indirect  customers
            in such capacity,  Seller's liability shall be limited to 50% of the
            amount paid by Buyer during the previous  Contract Year for Products
            and if  such  claim  occurs  during  the  first  Contract  Year,  to
            $5,000,000.

      (d)   Insurance  of  Seller.  Seller  shall  procure  reasonably  adequate
            insurance for product  liability  damages arising out of the sale or
            use of the Products.  Seller shall  maintain  comprehensive  general
            liability  insurance  (including  pollution  liability coverage) and
            other insurance,  on an occurrence  basis, for injury to or death of
            any person(s) or damage to property of not less than $50,000,000 per
            occurrence.

      (e)   Limitations. Except as set forth in Section 9(a) or Section 9(c):

            (i)   Seller shall in no event by liable, directly or indirectly, to
                  Buyer or anyone claiming through or on behalf of Buyer for (A)
                  any special,  incidental,  consequential or punitive  damages,
                  including  any damages for lost  profits,  loss of business or
                  loss of  use,  arising  out of,  or in  connection  with  this
                  Agreement or the use or performance of Product,  whether in an
                  action of  contract  or tort,  including  negligence,  even if
                  Seller has been advised of the  possibility of such damages or
                  (B) any claim or demand  against  Buyer by any other  party on
                  account  of,  or  arising  from,  the  use or  performance  of
                  Product.  Seller's liability and Buyer's exclusive remedy, for
                  any  cause  of  action  arising  out of this  Agreement  or in
                  connection  with the sale of any Product is expressly  limited
                  to replacement of  non-conforming  Product(s) or payment in an
                  amount  not to  exceed  the  purchase  price  of the  specific
                  Product(s) for which damages are claimed, at Seller's option.

            (ii)  Buyer shall in no event be liable, directly or indirectly,  to
                  Seller or to  anyone  claiming  on  behalf  of Seller  for any
                  special,   incidental,   consequential  or  punitive  damages,
                  including  any damages for lost  profits,  loss of business or
                  loss of use,  arising  out of,  or in  connection  with,  this
                  Agreement or the use or performance of Product,  whether in an
                  action of  contract  or tort,  including  negligence,  even if
                  Buyer has been advised of the possibility of such damages.

            (iii) No action,  whether in contract or tort, including negligence,
                  arising out of, or in connection  with,  this Agreement may be
                  brought by any party  more than two (2) years  after the cause
                  of action has accrued.


                                       13
<PAGE>

10.   Confidentiality.

      (a)   Confidential Information. Buyer and Seller acknowledge that each may
            have  access  to  certain  confidential  data,  including  formulas,
            know-how,  specifications,  market  information,  customer lists and
            other  confidential  information  of the other  party in  connection
            herewith,  including  quantities  and  prices  of  Product  supplied
            hereunder (the "Confidential Information").

      (b)   Covenant.  Each party agrees that  Confidential  Information  of the
            other party is valuable property.  Except as may be required by law,
            each party will not use or disclose the Confidential  Information of
            the other party for any purpose  other than the  performance  of its
            obligations  hereunder or in  connection  herewith and will take all
            reasonably necessary action to protect the Confidential  Information
            of the other  party.  In the event that either  party is required by
            law to disclose  any  Confidential  Information,  it will notify the
            other party promptly so that it may seek a protective order or other
            remedy.  In such event,  such party will finish only that portion of
            the  confidential  Information  that it is  advised  by  counsel  is
            legally  required and will use  commercially  reasonable  efforts to
            obtain assurance that confidential treatment will be accorded to the
            Confidential  Information.  Each party  will use the same  degree of
            diligence  and  effort to  protect  the other  party's  Confidential
            Information  from  disclosure to third parties as such party uses to
            protect its own  Confidential  Information,  but in no event shall a
            party use less than  reasonable  diligence  and effort in protecting
            the Confidential Information of the other party.

      (c)   Exceptions.  Confidential  Information does not include  information
            that:

            (i)   is publicly known or available at the time of  disclosure,  or
                  subsequently  comes into the public domain through no fault or
                  action of the party in receipt of such information;

            (ii)  is  or  becomes   available  to  the  receiving   party  on  a
                  non-confidential   basis   from  a  source,   other  than  the
                  disclosing party or its representatives,  provided that to the
                  knowledge  of  such  receiving  party,   such  source  is  not
                  prohibited  from  disclosing  such  portions to the  receiving
                  party by a contractual,  legal or fiduciary  obligation to the
                  disclosing party; or

            (iii) was in the  possession  of the  receiving  party  prior to its
                  disclosure   by  the   disclosing   party,   as  evidenced  by
                  appropriate documentation; provided, however, that information
                  disclosed by either party to the other in connection with this
                  Agreement  prior to the execution of this Agreement that would
                  have been deemed  Confidential  Information if disclosed after
                  the execution of this  Agreement  shall be deemed to have been
                  disclosed  under this  Agreement even if it was not identified
                  as confidential  in the manner  contemplated by this Agreement
                  at the time of its disclosure.


                                       14
<PAGE>

      (d)   Return or  Destruction.  Upon the  termination or expiration of this
            Agreement,  each party shall upon request, return to the other party
            or destroy such other party's Confidential Information.

      (e)   Specific  Performance.  The parties hereto mutually agree that their
            obligations  under  this  Section  10 are of a  special  and  unique
            character which gives them a peculiar value and each party cannot be
            reasonably or adequately  compensated in damages in an action at law
            in the event the other party breaches such  obligations.  Therefore,
            each party  expressly  agrees that the other party shall be entitled
            to injunctive and other equitable relief in the event of such breach
            or  threatened  breach in addition  to any other  rights or remedies
            which such other party may possess.

11.   Termination.

      (a)   Breach.  Notwithstanding  anything herein to the contrary, if either
            party  breaches  in  any  material  respect  any of  the  terms  and
            conditions of this Agreement,  the non-breaching party will have the
            right,  upon sixty (60) days' prior written  notice to the breaching
            party, to terminate this  Agreement,  in addition to other remedies,
            unless  prior to the end of said  sixty  (60) day grace  period  the
            defaulting party has cured or is proceeding diligently (to the other
            party's  reasonable  satisfaction)  to cure the breach in  question;
            provided,  however,  that no party  shall seek to invoke such remedy
            without  having first  exhausted the procedures set forth in Section
            12(o).

      (b)   Change  of  Control  of  Buyer.  In  the  event  of  the  sale  of a
            controlling  interest of Buyer or the business of Buyer,  other than
            through a public offering of stock for which a registration is filed
            with the  applicable  regulatory  authority,  or the  assignment  or
            delegation by Buyer of its rights or  obligations  hereunder,  other
            than to a  subsidiary  or Affiliate  of Buyer,  Buyer shall  provide
            immediate  notice  to  Seller  and  Seller  shall  have the right to
            terminate this Agreement  within  forty-five (45) days after receipt
            of such notice if Seller reasonably  determines that its performance
            under this Agreement would be materially and adversely affected as a
            result of such event.  Any notice of termination  must be in writing
            and  shall  give rise to  immediate  termination  of this  Agreement
            unless otherwise stated therein.

      (c)   Change of Control of Seller.  In the event of the sale,  directly or
            indirectly,  of a controlling interest of Seller, other than through
            a public  offering of stock for which a  registration  is filed with
            the   applicable   regulatory   authority,   the   sale  of  all  or
            substantially  all of the assets of Seller or the  Facility,  or the
            assignment  or  delegation  by Seller of its  rights or  obligations
            hereunder, other than to a subsidiary or Affiliate of Seller, Seller
            shall  provide  immediate  notice  in  writing  to  Buyer.  If Buyer
            reasonably  determines  that the acquiror is a  competitor  of Buyer
            and/or its  Affiliates  or that the  acquiror  would not fulfill the
            terms and conditions hereof in accordance with the price of Products
            hereunder,  Buyer shall have the right within  forty-five  (45) days
            after  receipt  of such  notice  to  deliver  to


                                       15
<PAGE>

            Seller a notice of termination,  which notice shall state a date, no
            later than twelve months after the date of the notice, on which date
            this Agreement shall terminate.

      (d)   Effect  of  Termination.  Notwithstanding  anything  herein  to  the
            contrary,  no expiration  or other  termination  of this  Agreement,
            regardless  of the  reason or  reasons  therefor,  shall  affect the
            obligation of Buyer to pay fully and timely for Product delivered to
            Buyer  prior  to  such  expiration  or   termination.   All  payment
            obligations,  and all obligations and liabilities  accruing prior to
            termination or arising out of the event or occurrence giving rise to
            termination, shall survive any such expiration or termination.

      (e)   Rights on Default.  Without limiting any other right or remedy which
            Seller may have,  if Buyer  shall  default in any  material  payment
            obligation  to Buyer,  which default  remains  uncured for more than
            thirty (30) days, Seller shall have the right to cancel,  suspend or
            reject any or all outstanding  and/or future orders and shipments in
            its discretion.

12.   Miscellaneous.

      (a)   Assignment.  Subject  to  Section  11(c),  Seller  may  assign  this
            Agreement;  provided, however, that if Seller assigns this agreement
            to an  Affiliate  of Seller,  Seller shall remain bound by the terms
            and conditions of this  Agreement.  Subject to Section 11(b),  Buyer
            may assign this Agreement;  provided, however, that if Buyer assigns
            this Agreement to an Affiliate of Buyer, Buyer shall remain bound by
            the terms and conditions of this  Agreement.  No party shall arrange
            for the performance of its obligations  hereunder to be performed by
            any other  entity  without  the prior  written  consent of the other
            party.

      (b)   Survival.  The  provisions of Sections  3(f), 9, 10 and 11(d) hereof
            shall survive the  termination  or expiration of this  Agreement and
            any and all  rights and  obligations  of any of the  parties  hereto
            which  accrue prior to such  termination  or  expiration  shall also
            survive such termination or expiration.

      (c)   Notices.  Any notice  required or  permitted  to be given  hereunder
            shall  be  deemed  sufficient  if  sent by  telefacsimile,  delivery
            confirmed, or if mailed by registered or certified mail or delivered
            by  messenger  or air  courier,  to the party to whom such notice is
            required or permitted  to be given.  If  telefaxed,  any such notice
            shall be considered given two (2) days after the date telefaxed.  If
            mailed,  any such notice shall considered given seven (7) days after
            the date when mailed. If delivered by messenger or air courier,  any
            such notice shall be considered given when received.


                                       16
<PAGE>

            All notices to Buyer shall be addressed as follows:

                      Nufarm, Inc.
                      1333 Burr Ridge Parkway
                      Burr Ridge, Illinois 60521
                      United States of America
                      Attn:  General Manager
                      Facsimile:  713-266-7623

            Copy to:  Nufarm Limited
                      103-105 Pipe Road
                      Laverton North
                      Victoria 3026
                      Australia
                      Attention: Group General Manager Operations
                      Facsimile: 011 613-9282-1007

            All notices to Seller shall be addressed as follows:

                      Phibro-Tech, Inc.
                      One Parker Plaza
                      Fort Lee, New Jersey 07024
                      United States of America
                      Attn:  President
                      Facsimile:  201 944-6245

            Copy to:  Phibro-Tech, Inc.
                      One Parker Plaza
                      Fort Lee, New Jersey 07024
                      United States of America
                      Attn:  General Counsel
                      Facsimile:  201 944-6245

            A party may  change the  address  to which  notice is to be given by
            notice as provided herein.

      (d)   Governing  Law. This  Agreement  shall be  interpreted in accordance
            with the laws of the State of New York,  United  States of  America,
            without reference to conflict of laws principles.

      (e)   Force   Majeure.   Any  party  may  reduce,   suspend  or  terminate
            performance   hereunder   without   liability   including,   without
            limitation,  any  damages or penalty for delay in  delivery,  in the
            event performance is prevented by a cause beyond the control of such
            party including without  limitation,  an act of God, act, regulation
            or law of any government, war, civil war, commotion,  destruction of
            production faculties or materials by fire, explosion,  earthquake or
            storm, sabotage, labor disturbance,  strike, lock-out,  epidemic, or
            unforeseen  shortage or  unavailability


                                       17
<PAGE>

            (on terms  economically and commercially  practicable to such party)
            of   fuel,   power,   transportation,   raw   materials,   supplies,
            governmental   approvals,   permits  or  licenses   (each  a  "force
            majeure"); provided, the affected party sends written notice thereof
            to the other party within a reasonable  time after the onset of such
            event.  Notwithstanding  the  foregoing,  if as a result of any such
            prevention,  a party is unable to perform under this Agreement for a
            period of one hundred eighty (180) consecutive days, the other party
            shall have the right to terminate  this Agreement  effective  thirty
            (30)  days   after  its   provision   of   written   notice  to  the
            non-performing  party of its  intention so to terminate  unless such
            performance  shall be resumed during such thirty-day  period. In the
            event a party elects so to terminate this Agreement, the other party
            shall  have no  further  liability  as a  result  of the  reduction,
            suspension or termination of performance due to a force majeure.

      (f)   Entire  Agreement.  This  Agreement,  together with any  Attachments
            hereto  and any  appendices  delivered  contemporaneously  herewith,
            constitutes  the  entire  understanding  between  the  parties  with
            respect to the subject  matter  hereof,  and supersedes and replaces
            any  other  prior   agreements,   representations,   warranties  and
            discussions  relating thereto.  The parties agree that all supply of
            Product  hereunder shall be subject to and governed by the terms and
            conditions  contained  herein,  and none of the terms and conditions
            contained in any purchase or order form, invoice,  etc., shall amend
            the provisions of this  Agreement  unless signed by both parties and
            clearly indicating that the parties intend to vary the terms hereof.

      (g)   Severability.  In the event that any of the provisions  contained in
            this  Agreement   would  be  held  to  be  invalid,   prohibited  or
            unenforceable for any reason,  such provision,  shall be ineffective
            to the extent of such invalidity,  prohibition or  unenforceability,
            without  invalidating  the remaining  provisions of this  Agreement.
            Subject to the foregoing,  in case any one or more of the provisions
            contained herein should be invalid,  illegal or unenforceable in any
            respect, the validity,  legality and enforceability of the remaining
            provisions  contained  herein  shall  not be  affected  in  any  way
            thereby.

      (h)   Third  Party  Beneficiaries.  The  parties  hereto do not  intend to
            create hereby,  and this Agreement shall not be read or construed to
            create or grant,  any  rights or  benefits  in or for any  person or
            entity  other than the parties  hereto or as  expressly  provided in
            Section  9  hereof,  and any and all  other  third  party  rights or
            benefits are hereby expressly disclaimed and denied.

      (i)   Modification; waiver. This Agreement can only be modified or changed
            by an  agreement  in writing and signed by the parties  hereto.  The
            failure of any party at any time or times to require  performance of
            any  provision  hereof shall not affect the right of such party at a
            later time to enforce the same. No waiver by any party hereto of any
            condition,  or of the  breach of any  provision,  term or  covenant,
            contained in this  Agreement in any one or more  instances  shall be
            deemed to be or construed as a further or  continuing  waiver of any
            such  condition,  or of the breach of any other  provision,  term or
            covenant, of this Agreement.


                                       18
<PAGE>

      (j)   Relationship of the Parties. The relationship of the parties created
            hereby is that of independent  contractors,  and neither party shall
            be any right or authority to create or assume any  obligation of any
            kind on behalf of the other.

      (k)   Validity. Each signatory hereto represents and warrants to the other
            party that he is duly  authorized  and  empowered  to  execute  this
            Agreement in the capacity herein set forth.

      (l)   Binding   Effect.   This   Agreement  and  the  various  rights  and
            obligations  arising  hereunder shall inure to the benefit of and be
            binding  upon  the  parties  hereto  and  their   respective   legal
            representatives, successors and permitted assigns.

      (m)   Captions;  construction.  The  captions  herein  have been  inserted
            solely for  convenience of reference and in no way define,  limit or
            describe the scope or substance of any provision of this  Agreement.
            No party shall be deemed to have drafted this Agreement,  but rather
            this Agreement is a collaborative  effort of the undersigned parties
            and their attorneys.

      (n)   Counterparts.   This   Agreement   may  be  executed  in   identical
            counterparts,  all of which when taken together shall constitute but
            one complete, executed agreement.

      (o)   Dispute Resolution.

            (i)   The   parties   shall   attempt  to  resolve  any  dispute  or
                  controversy   arising  out  of  or  in  connection  with  this
                  Agreement in accordance with the following.  The parties shall
                  first refer the dispute to management-level employees who have
                  oversight  of  operational  matters to negotiate in good faith
                  over  a  period  of  fifteen  (15)  days a  resolution  of the
                  dispute.  If such employees are unable to resolve the dispute,
                  the  parties  shall  refer  the  dispute  to  chief  executive
                  officers  of the  parties  to  negotiate  in good faith over a
                  period of fifteen  (15) days a resolution  of the dispute.  No
                  party  may  bring a claim  under or in  connection  with  this
                  Agreement   unless  and  until  it  such  procedure  has  been
                  concluded  with  respect to such  claim.  Notwithstanding  the
                  foregoing,  any party may at any time seek equitable relief or
                  remedy, including an injunction, in a court of law.

            (ii)  Each   of  the   parties   hereto   hereby   irrevocably   and
                  unconditionally  submits, for itself and its property,  to the
                  jurisdiction  of any New York state court or federal  court of
                  the  United  States  of  America  sitting  in the  Borough  of
                  Manhattan,  New York, in any action or proceeding  arising out
                  of  or  relating  to  this   Agreement  or  the   transactions
                  contemplated  hereby or for  recognition or enforcement of any
                  judgment  relating  thereto,  and each of the  parties  hereto
                  hereby irrevocably and unconditionally  agrees that all claims
                  in respect of any such action or  proceeding  may be heard and
                  determined  in any  such  court.  Each of the  parties  hereto
                  agrees that a final  judgment in any such action or proceeding
                  shall be conclusive and may be


                                       19
<PAGE>

                  enforced in other  jurisdictions by suit on the judgment or in
                  any other manner provided by law.

            (iii) Each   of  the   parties   hereto   hereby   irrevocably   and
                  unconditionally  waives,  to the fullest extent it may legally
                  and  effectively  do so,  any  objection  that  it may  not or
                  hereafter have to the laying of venue of any suit,  action, or
                  proceeding arising out of or relating to this Agreement or the
                  transactions  contemplated  hereby  in any New  York  state or
                  federal court  located in the Borough of Manhattan,  New York.
                  Each of the parties hereto hereby  irrevocably  waives, to the
                  fullest   extent   permitted   by  law,   the  defense  of  an
                  inconvenient  forum  to the  maintenance  of  such  action  or
                  proceeding in any such court.

            (iv)  Each   of  the   parties   hereto   hereby   irrevocably   and
                  unconditionally  consents  to service of process in the manner
                  provided  for  notices  in  Section  12(c).  Nothing  in  this
                  Agreement will affect the right of any party to this Agreement
                  to serve process in any other manner permitted by law.


                                       20
<PAGE>

      IN WITNESS  WHEREOF,  the parties have caused this Supply  Agreement to be
executed  in by their  duly  authorized  representatives  as of the  date  first
written above.

PHIBRO-TECH, INC.                    NUFARM, INC.

By:  /s/ W. Dwight Glover            By:  /s/ Kevin Martin
   ----------------------               ----------------------
Name: W. Dwight Glover               Name: Kevin Martin
Title: President                     Title: Authorized Signatory


<PAGE>

                                  Attachment 1

                                    Products

Products

Champion Technical (standard)               EPA No.: 55146-003

Champion Technical (Orient grade)           EPA No.: 55146-003

Champion Technical (Korea grade)            EPA No.: 55146-003

Champion Wettable Powder                    EPA No.: 55146-001

Champion Wettable Powder Turkey

Champion Wettable Powder Sri Lanka

Champion Wettable Powder Jordan

Champ Flowable                              EPA No.: 55146-041

Champ Formula 2 Flowable                    EPA No.: 55146-64

Champ DP                                    EPA No.: 55146-57


<PAGE>


                                  Attachment 2

                             Product Specifications

See attached.


<PAGE>


                                    Appendix

                                Price of Products


</TEXT>
</DOCUMENT>
