AMENDMENT TO ROUNDUP READY(R)GENE LICENSE AND SEED SERVICES AGREEMENT OF FEBRUARY 2, 1996 D&M Partners, a Delaware general partnership, Delta and Pine Land Company, a Delaware corporation, and Monsanto Company, a Delaware corporation, are parties to a...

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      AMENDMENT TO ROUNDUP READY(R)GENE LICENSE AND SEED SERVICES AGREEMENT
                               OF FEBRUARY 2, 1996



D&M Partners,  a Delaware general  partnership,  Delta and Pine Land Company,  a
Delaware corporation,  and Monsanto Company, a Delaware corporation, are parties
to a certain  Roundup  Ready(R) Gene License and Seed Services  Agreement  dated
February 2, 1996,  as amended  July 26, 1996,  December 8, 1999,  and January 2,
2000 (hereinafter referred to as the "Agreement").

All capitalized  terms, not otherwise defined in this Amendment,  shall have the
meanings defined in the Agreement.

The parties agree to amend the Agreement as follows:

1. Delete Section 2.1.1 in its entirety and substitute the following new Section
2.1.1:

          "2.1.1.  The term "AGRONOMIC  CRITERIA" means those certain  standards
          for the agronomic and fiber characteristics of cotton plants set forth
          in  Exhibit G, which may be  reasonably  amended  from time to time by
          mutual  written  agreement of MONSANTO and D&PL,  provided that in the
          event that either  MONSANTO or D&PL gives written notice of a proposed
          modification to the AGRONOMIC CRITERIA, the parties shall negotiate in
          good  faith  concerning  the  proposed   modification  and  shall  not
          unreasonably  withhold agreement to the proposed  modification.  In no
          instance  will  MONSANTO  impose  any  higher  standard  for  LICENSED
          COMMERCIAL  SEED than that required by MONSANTO for seed sold by other
          licensees  or by MONSANTO or any of its  SUBSIDIARIES  containing  the
          same ROUNDUP READY(R) GENE(S)."

2. Delete  Section  2.1.17 in its  entirety and  substitute  the  following  new
Section 2.1.17:

          "2.1.17 The term "D&PL" means Delta and Pine Land  Company,  a company
          incorporated  in the State of Delaware,  having  offices at Xxx Xxxxxx
          Xxx,  Xxxxx,  Xxxxxxxxxxx  00000,  and any of its divisions and wholly
          owned SUBSIDIARIES."

3. Delete  Section  2.1.59 in its  entirety and  substitute  the  following  new
Section 2.1.55:

          "2.1.59 The term "Subsidiary" or "Subsidiaries" mean any company(ies),
          or other legal entities, in which more than fifty percent (50%) of the
          voting  stock (or other  forms of equity  ownership  with the power to
          nominate more than half of the  directors,  or the power  otherwise to
          determine the policy of a company or  organization) of which is owned,
          directly or indirectly, by a party hereto."

4. Delete  Section 4.1 in its entirety and  substitute the following new Section
4.1:

          "4.1 DEVELOPMENT PLAN:

          (a) MONSANTO shall cooperate with D&PL in the  development  activities
          outlined in the DEVELOPMENT PLAN.


          (b) D&PL shall not offer for COMMERCIAL SALE or make COMMERCIAL  SALES
          of any LICENSED  COMMERCIAL SEED of any particular  DELTAPINE  ROUNDUP
          READY(R)   CULTIVAR   unless  D&PL  shall  have   complied   with  the
          requirements  as set forth in  Exhibits F, G and H, and  MONSANTO  has
          approved such sales in writing. Subject to Section 4.3(d),  MONSANTO's
          approval for  COMMERCIAL  SALE of  particular  D&PL  ROUNDUP  READY(R)
          CULTIVARS  may be  withheld  if D&PL does not  demonstrate  that those
          requirements  have been met,  but shall  not  otherwise  be  withheld.
          MONSANTO shall notify D&PL in writing of its decision on approval of a
          particular DELTAPINE ROUNDUP READY(R) CULTIVAR within thirty (30) days
          after D&PL submits a written  request for  approval of that  DELTAPINE
          ROUNDUP  READY(R)  CULTIVAR with the supporting data for which D&PL is
          responsible.  If  MONSANTO  does not  notify  D&PL in  writing  of its
          decision on approval within such thirty (30) period, MONSANTO shall be
          deemed  to  have  approved  the  subject  DELTAPINE  ROUNDUP  READY(R)
          CULTIVAR for COMERCIAL SALE.

          (c) If in MONSANTO's reasonable business judgment, COMMERCIAL SALES of
          a particular DELTAPINE ROUNDUP READY(R) CULTIVAR may result in product
          complaints  which may cause  MONSANTO  to be  liable  for  significant
          compensation  to growers  due to an  identifiable  product  quality or
          identifiable product performance issue, and MONSANTO gives such notice
          of same to D&PL not later  than  November 1 of any year and D&PL makes
          sales in THE TERRITORY of LICENSED  COMMERCIAL  SEED of such DELTAPINE
          ROUNDUP  READY(R)  CULTIVAR in  subsequent  years without prior notice
          (given by labels on the containers of LICENSED  COMMERCIAL  SEED or by
          other forms of notice selected by D&PL and approved by MONSANTO, whose
          approval will not be unreasonably  withheld or delayed) to growers who
          subsequently  purchase  LICENSED  COMMERCIAL  SEED of  such  DELTAPINE
          ROUNDUP  READY(R)  CULTIVAR  of the  observation  of the  identifiable
          product quality or identifiable product performance issue set forth in
          MONSANTO's notice,  then  notwithstanding  any other provision of this
          Agreement,  MONSANTO  shall  have no  liability  to D&PL for any third
          party claims based on the identifiable product quality or identifiable
          product  performance issue set forth in MONSANTO's notice with respect
          to  LICENSED  COMMERCIAL  SEED  of  that  DELTAPINE  ROUNDUP  READY(R)
          CULTIVAR so sold and D&PL shall  indemnify and hold MONSANTO  harmless
          from any third party claims based on the identifiable  product quality
          or  identifiable  product  performance  issue set forth in  MONSANTO's
          notice with  respect to  LICENSED  COMMERCIAL  SEED of that  DELTAPINE
          ROUNDUP READY(R) CULTIVAR so sold. MONSANTO shall apply this provision
          with respect to all notices to licensees of the subject GENE(S) in THE
          TERRITORY,  regarding  identifiable  product  quality or  identifiable
          product performance issues in a substantially equal manner."

5. Delete  Section 11.2 in its entirety and substitute the following new Section
11.2.

          "11.2 D&PL Warranty:  D&PL hereby  warrants and  represents  that D&PL
          shall not sell,  without the written  approval of  MONSANTO,  LICENSED
          COMMERCIAL SEED of DELTAPINE ROUNDUP READY(R)  CULTIVARS that fails to
          meet the purity standard for the respective  ROUNDUP  READY(R) GENE as
          set forth in Exhibit H. D&PL  shall keep lot  samples of all  LICENSED
          COMMERCIAL SEED sold by D&PL following the protocol and for the period
          of time set forth in Exhibit I."

6. In Section 13.2, substitute the term "Exhibit H" for the term "Section 3.2 of
the DEVELOPMENT PLAN."

7. In Section  15.13,  substitute the name of Mr. W. Xxxxx Xxxxxx in the address
for notices to MONSANTO.

8.  Amend the  DEVELOPMENT  PLAN,  attached  to the  Agreement  as Exhibit C, as
follows:

          A. Delete Section 2.3(c) of the  DEVELOPMENT  PLAN in its entirety and
          substitute new Section 2.3 (c) as follows:

          "Specific Activities:

          Prior to release of a cultivar  developed  as provided in Sections 2.1
          and 2.2 for COMMERCIAL  SALE, such cultivar shall be evaluated by D&PL
          for  COMMERCIAL   HERBICIDE   TOLERANCE  and  for  its  agronomic  and
          commercial  performance  according to the procedures of Exhibits F and
          G.

          MONSANTO  reserves  the right not to approve for  COMMERCIAL  SALE any
          DELTAPINE  ROUNDUP READY(R) CULTIVAR if it does not meet the standards
          set forth in Exhibits F and G."

          B. Delete  Section 3 in its entirety and  substitute  new Section 3 as
          follows:

          "Quality Assurance Criteria

          D&PL is responsible for purity of LICENSED  COMMERCIAL SEED. D&PL will
          not make  COMMERCIAL  SALES of  LICENSED  COMMERCIAL  SEED  containing
          ROUNDUP  READY(R)  GENES  unless  such  seed  has been  developed  and
          multiplied under the standards and procedures set forth in Exhibit H."

9. Add New Exhibits F, G, H and I which are attached hereto.

10.  In  Section  4.2  and in the  Development  Plan,  Section  1.4,  substitute
"December 31" for "October 31."

All other terms and conditions of the Agreement remain the same.


D&M PARTNERS                        DELTA AND PINE LAND COMPANY

By    /s/ X. X. Xxxxxx                         By    /s/ X. X. Xxxxxx
      ----------------                                ----------------

Title  Alternate Agent                         Title  V.P. Finance & Treasurer
       ---------------                                ------------------------

Date  3/21/03                                        Date  3/21/03
      -------                                              -------


MONSANTO COMPANY
By  /s/ W. Xxxxx Xxxxxx
    -------------------
Title Cotton Strategy Lead

Date  26 March 2003



                                    EXHIBIT H
                   ROUNDUP READY(R) QUALITY ASSURANCE CRITERIA

All  multiplications  of LICENSED  COMMERCIAL  SEED must meet the genetic purity
standards and comply with all  applicable  seed laws of THE  TERRITORY.  Breeder
seed lots will be sampled  and tested for  verification  of the  presence of the
intended  event(s) and the absence of unintended  events using MONSANTO approved
assays,  laboratories and tolerances. The term "unintended event" shall mean DNA
molecules, vector, or constructs (or replicates thereof) not naturally occurring
in cotton and not  intended  to be present in the variety  according  to the bag
label.

Current standards are:

     (a) At least 98% of the seed in a lot of  commercial  seed will contain the
     ROUNDUP  READY(R) GENE. Every seed lot (one seed lot shall not exceed 2,000
     bags of seed) of  LICENSED  COMMERCIAL  SEED must  have a sample  taken and
     stored using the  procedures of Exhibit I, and the presence of the MONSANTO
     ROUNDUP  READY(R)  GENE  verified.  Verification  shall be  conducted by an
     independent seed testing laboratory  approved by MONSANTO or D&PL'S testing
     laboratory.  All testing shall be conducted  using  procedures  supplied or
     approved  in writing by  MONSANTO.  MONSANTO  reserves  the right to do DNA
     verification on any lot, including the retained samples.

     (b) Adventitious amounts of commercially  approved,  unintended gene(s) are
     allowed in commercial lots of seed. It is D&PL'S  responsibility  to define
     acceptable  adventitious  amounts  based on  knowledge  of the industry and
     compliance with applicable laws.  "Commercially approved" means accepted by
     all  applicable   governmental   agencies  for  unrestricted  sale  in  THE
     TERRITORY.

     (c) Breeder or pre-breeder seed lots will be tested for non-approved  genes
     at a 0.1% threshold at a 95% confidence level. History and knowledge of the
     presence of potential  non-approved  genes in D&PL'S  research  program and
     seed  production  fields will determine  which seed lots are tested and for
     which traits.  The testing program and breeding  history will be documented
     by D&PL.  Seed lots testing  positive for a  non-approved  gene will not be
     sold and MONSANTO will be notified in writing.  If the non-approved gene is
     a  MONSANTO-produced  gene,  the  identity  of the gene and  event  will be
     included  in the  notification.  "Non-approved"  means not  accepted by all
     applicable governmental agencies for unrestricted sale in THE TERRITORY.

All production fields for LICENSED  COMMERCIAL SEED must be treated with Roundup
Ultramax(R)  herbicide  or such other brand as MONSANTO may specify from time to
time at 0.75 lb. acid  equivalent of GLYPHOSATE  per acre (24 fluid ounces) in a
single  application.  This  application  must be made  between the 1- and 4-leaf
stage of development.  Other Roundup Ultramax herbicide applications may be made
within label guidelines. If field inspections are made, the information shall be
made available to MONSANTO, upon reasonable request.

All cost associated  with the quality  program shall be borne by D&PL.  MONSANTO
reserves the right to appoint a qualified third party,  reasonably acceptable to
D&PL, to conduct a confidential audit of D&PL's quality assurance  activities to
assure  trait  purity is  maintained.  The third party  auditor may not disclose
D&PL's methods for quality  assurance but shall report to MONSANTO  whether D&PL
is in compliance with the requirements of this Exhibit I and how they are not in
compliance.  D&PL shall  maintain  all testing  records for each lot of LICENSED
COMMERCIAL SEED for three (3) years after sale of such LICENSED COMMERCIAL SEED.
All test  results,  inspection  records and other  quality  assurance or quality
control  documentation  shall be reasonably  available upon request to the third
party thus  appointed  by MONSANTO.  The auditor  shall have a right to take and
test subsamples from the samples retained by D&PL.






                                    EXHIBIT I
     PROCEDURE FOR ARCHIVING/STORAGE OF SAMPLES OF SEED LOTS - ROUNDUP READY

         1.1(a)  Purpose.

The  protocol  focuses on the  collection,  storage and security of file samples
representing processed lots of LICENSED COMMERCIAL SEED. Storage of said samples
is to satisfy pertinent  applicable legal  requirements,  for the development of
historical  data, and for  confirmation  and evaluation in the event of customer
inquiries  and legal  claims and to confirm  MONSANTO'S  and D&PL'S legal rights
and/or obligations under the License Agreement.

         1.1(b) Responsibility.

(1) D&PL'S Quality Assurance Department will obtain a representative sample from
every  finished  seed lot during the  conditioning  process.  The sample will be
taken by the  automatic  sampling  device at the  bagging  station (or probed by
hand, whichever is appropriate) and divided into representative  portions as per
the  Association of Official Seed Analysts Rules for Testing Seeds.  The portion
for storage will weigh approximately 1.5 pounds.

(2) These samples will be labeled with lot number,  variety,  class, year grown,
date, and number of bags per lot, then immediately  sealed in a 4-mil linear low
density polyethylene bag that is laminated with saran-coated 48 gauge polyester,
or comparable container, to provide a good moisture barrier.

(3) In  order to  preserve  seed  quality,  samples  will be  stored  in  either
air-conditioned  storage,  or in dry, arid  environments so that seed quality is
reasonably preserved for testing purposes.

(4) Access to these samples will be restricted to authorized D&PL personnel, and
will be kept in physically secure locations.

(5) In order to safeguard  samples from natural and other  disasters,  a portion
(approximately  0.5  pounds) of every  retained  sample  will be kept in another
location.

(6) These  samples will be stored for a period of three (3) years after the last
sale of seed from the lot. If,  prior to  expiration  of this period,  claims or
other legal  proceedings have been commenced which involve the specific lot, the
sample will be retained until a matter is finally concluded.

MONSANTO  reserves  the right to appoint a  qualified  third  party,  reasonably
acceptable to D&PL, to conduct a confidential  audit of D&PL's quality assurance
activities to assure trait purity is maintained. The third party auditor may not
disclose  D&PL's  methods for  quality  assurance  but shall  report to MONSANTO
whether D&PL is in compliance  with the  requirements  of this Exhibit I and how
they are not in compliance.







                                    EXHIBIT F

        COMMERCIAL HERBICIDE-TOLERANCE PROTOCOL: ROUNDUP READY(R) COTTON

Purpose:  Determine the tolerance of candidate D&PL ROUNDUP READY(R)CULTIVARS to
applications of ROUNDUP(R)HERBICIDE .

Treatments:       1  Candidate cotton line not sprayed with GLYPHOSATE
                  2. Candidate cotton line sprayed with Roundup Ultramax(TM) (or
                  other MONSANTO GLYPHOSATE brands as notified by MONSANTO) at
                  0.75 lb. Acid equivalent/Acre (26 ounces per acre) at four
                  different timings:
o Topical application at the 1 leaf stage
o Topical application at the 4 leaf stage (before the 5th leaf reaches size of a
  quarter) o Post Directed ten days after the 4 leaf application (direct spray
  at the base of the plants minimizing foliar contact)
o Post Directed twenty days after the 4 leaf application (direct spray at the
  base of the plants minimizing foliar contact)

Design:

o    Randomized complete block design. Plots are to be a minimum of four (4)
     rows wide by ten (10) meters long by four (4) replications. Spray all four
     (4) rows of each treatment. Harvest the center two (2) rows.
o    Plots are to be weed free. Use an appropriate commercial herbicide program
     and superimpose the ROUNDUP(R) HERBICIDE (as described above) treatments
     over this program.
o    Due to seed size variability, planter settings must be adjusted and/or
     early season stand thinning must be accomplished to provide a uniform plant
     population among all lines.
o    Use appropriate agronomic practices to maximize yield.
o    A minimum of four (4) locations (within the area of adaptation for the
     variety in the United States) in each of two years must be completed. A
     total of twelve (12) locations are recommended for varieties that may be
     sold across a broad range of climates.

Data requirements:

Yield, end-of-season plant map and fiber quality data (fiber quality only needed
from 2 reps and 2 locations  each year) must be collected and meet the following
criteria:

1.   Yield:  Lint yield averaged across locations for the sprayed treatment must
     be at least 98% of the yield of the  unsprayed treatment at the 95%
     confidence level.
2.   Fiber Quality: Measurements of Strength, Length, Micronaire, Uniformity and
     Elongation are within the normal range for other commercial varieties in
     the market.
3.   Plant Mapping: There are no xxxx retention changes that in the reasonable
     opinion of D&PL and MONSANTO would reduce the market acceptance of the
     variety.

D&PL shall submit to MONSANTO  summary results which show whether each candidate
variety met the above criteria under the specified test parameters. In addition,
D&PL  shall  confirm  in writing to  MONSANTO  that each D&PL  ROUNDUP  READY(R)
CULTIVAR has been tested under these  conditions  and met the above criteria for
two (2) years before unrestricted sales can be made.  Commercial seed production
and commercial  agronomic  testing may be started after a candidate  variety has
been tested for one (1) year and met the above  criteria if approval is obtained
from MONSANTO is writing, which shall not be unreasonably  withheld.  Commercial
agronomic  testing in that  second year shall not exceed  whichever  is smaller:
10,000 acres or one-half percent of the expected market area.

Varieties  that have  passed  two (2) years of  COMMERCIAL  HERBICIDE  TOLERANCE
TRIALS, as described above or their technical equivalent,  in Australia are only
required to pass one (1) year of trials in the United States.

The protocols  and  standards of this Exhibit F may be  reasonably  amended from
time to time by MONSANTO by providing  notice to D&PL no later than August 31 to
have effect in the next FISCAL YEAR for  varieties  that had not already  passed
two (2) years of trials under the previous  protocols  and  standards;  provided
that  any  such  amendments  may  not   discriminate   against  seed  containing
NON-MONSANTO XXXXXX XXXX(S). For example, MONSANTO shall not apply any different
performance  standards or test protocols to seed containing  NON-MONSANTO XXXXXX
XXXX(S).  In no instance will MONSANTO  impose any higher  standard for LICENSED
COMMERCIAL SEED than that required by MONSANTO for seed, sold by other licensees
or by MONSANTO or any of its SUBSIDIARIES, containing the same GENE(S)."





                                    EXHIBIT G

               AGRONOMIC CRITERIA TRIALS- ROUNDUP READY(R) COTTON

Agronomic  performance and suitability of each D&PL ROUNDUP READY(R) CULTIVAR is
the  responsibility of D&PL. A new D&PL ROUNDUP READY(R)  CULTIVAR  (hereinafter
"new variety") may be approved for  commercial  release in THE TERRITORY if D&PL
confirms  in  writing  to  MONSANTO  that the new  variety  has been  tested for
agronomic and commercial  acceptability  as to yield,  fiber quality and disease
resistance and, based on such testing,  has been found acceptable for commercial
release.  D&PL will conduct at least four (4) agronomic  trials in THE TERRITORY
in each of two (2) years to determine  acceptability.  Data from these and other
trials  considered  relevant  by D&PL  will be  analyzed  by  D&PL  and  used to
determine suitability of the variety for COMMERCIAL SALE.