Contract

CONFIDENTIAL TREATMENT HAS BEEN SUBMITTED WITH RESPECT TO CERTAIN PORTIONS OF THIS EXHIBIT PURSUANT TO RULE 24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THOSE PORTIONS ARE DESIGNATED BY "******."

******

Dated 16 September 2002

******

And

PHYTO-SOURCE L.P.

****** PURCHASING AGREEMENT

******

****** PURCHASING AGREEMENT ******

BETWEEN

******, acting as agent for and on behalf of the companies as listed in the ****** (as defined herebelow), herein collectively referred to as "the Buyers", each of them individually referred to as "the Buyer"; together the parties on this side are also referred to as "******":

And

PHYTO-SOURCE, L.P. whose address is at 00000 Xxx Xxxx Xxxx, Xxxxxxxx, XX 00000 herein after referred to as "the Supplier";

Definitions:

"Agent";

************. representing the Buyers for the purpose of this Agreement.

"Agreement";

This ****** Purchasing Agreement, including its Schedules and Exhibits.

"Approved Plants";

Any plant approved by the Agent in writing for the manufacturing of the Product under the Agreement

"Business Days";

Days when banks are open for business in both the state of Texas and ******.

"Buyers";

The companies listed in ****** who shall be directly bound as parties to the terms of this Agreement by the signature from the Agent on this Agreement ******

"Call-Offs";

The orders for the Product by the Buyers directly with the Supplier on the basis of this Agreement.

"Contract Period"

The period for which the Agreement has been entered into for the specific Product as mentioned in ******.

"Delivery";

The legal transfer of ownership of the Product according to the agreed Incoterm (Incoterms, latest edition).

"Price";

The price for the Product to be paid by the Buyers as indicated in the ****** for the duration as indicated in such ****** .

"Product";

The Product covered by the Agreements as set out in the ****** .

"Schedules";

The attachments referred to in the Agreement which shall be deemed incorporated in and forming an integral part of the Agreement.

"Specifications";

The specifications of the Product defined or referred to in the ****** as may be varied by written agreement between the parties from time to time in accordance wit the terms and conditions of this Agreement.

"****** Group";

All companies consolidated in the last published ****** Annual Accounts or to be consolidated in the next ****** Annual Accounts.

"****** ";

The document providing the details with respect to the Product, the Specifications, the Price, the Buyers, etc. referred to in this Agreement, incorporated therein as Schedule 1, or separately agreed between the parties.

1. Subject

1.1

The Supplier agrees to supply and the Buyers agree to buy on the terms and

subject to the conditions contained in this Agreement the Product with the Specifications issued and signed by the Agent and subsequent updates

thereof. The current Specifications are attached hereto at Schedule 2 hereof. Furthermore all Products which shall be used in direct food contact shall be submitted for ****** Clearance, as sufficiently known to the parties and shall always remain produced in accordance with such ****** Clearance. Any

changes to the Product, whether or not affecting the Specifications, shall be submitted by the Supplier for ****** Clearance. For the avoidance of doubt

the parties agree that the Product supplied according to Schedule 2 would pass

****** Clearance. Such Specifications may be amended from time-to-time

with the agreement of both parties.

1.2

Upon signature of this Agreement by the Supplier and the Agent, the Buyers

shall be directly bound by the terms and conditions hereof, and shall place Ca1l-

Offs for the Product directly with the Supplier on the basis of article 5 hereof.

For the avoidance of doubt no other terms and conditions of the Buyers, the

Agent or Suppliers shall apply to this Agreement or any Call-Off.

1.3

The Agent warrants and undertakes that it has full power and authority to enter

into this Agreement as Agent on behalf of the Buyers and to bind each of them

to perform and comply with this Agreement. All rights and obligations of Agent hereunder are assumed and incurred as agent for the Buyers. The obligations

of the Buyers shall be several and not joint and several.

1.4

The parties agree that in the event a company mentioned in ****** ceases to

belong to the ****** Group according to the last published ****** Annul

Accounts, the Agent shall have the option to remove such company from the

****** , following which the company ceases to be party to this Agreement as

from the date of such Annual Accounts. In the event the Company ceases to

belong to the ****** Group and the Agent wishes to terminate this Agreement

on behalf of such company before the issue of the new ****** Annual

Accounts, the Agent shall be entitled to do so_.After termination on the basis of

this clause any pending Call-Off shall be fully binding on the Buyer involved and

the Supplier, until it has been fully executed or terminated in accordance with

the terms and conditions of this Agreement.

1.5

Other ****** companies may participate in this Agreement by written

notification from the Agent to the Supplier to the effect that such companies shall become Buyers as defined in this Agreement. The Agent shall give the warranty

as set out in 1.3 in respect of the new Buyer(s).

1.6

The parties agree that if and to the extent that the Buyers appoint third parties

to manufacture goods using the Product under a copacking agreement on

behalf of such Buyers or under licence, such third parties are, upon written

notification from the Agent to the Supplier and upon declaration by such third

parties that they are bound to the terms and conditions of this Agreement,

entitled to call-off the Product as Buyers under the terms and conditions of this Agreement.