TAX ALLOCATION AGREEMENT


     TAX ALLOCATION AGREEMENT (the "Agreement") by and between
Limagrain Genetics Corporation, a corporation organized under the
laws of the State of Delaware ("Parent"), and its subsidiaries
including BioTechnica International, Inc. ("BTI"), LG Seeds, Inc.
"(LG Seeds"), Akin Corporation ("Akin"), Akin Seed Company ("Akin
Seed"), D. E. Akin Seed, Inc. ("D.E. Akin") and other
corporations which hereafter become members of the Parent Group
(as defined herein).

     The purpose of this Agreement is to provide for an annual
system for allocating federal tax liabilities and certain state
and local tax liabilities of Limagrain Genetics Corporation and
Subsidiaries for purposes of computing each member's annual
earnings and profits and making cash payments between the members
of such group to reflect the allocation of federal tax
liabilities and state or local liabilities where applicable.

1.  DEFINITIONS.  For purposes of this Agreement, the following
terms shall be defined as follows:

    (a)  PARENT GROUP shall mean Parent, BTI, LG Seeds, Akin,
Akin Seed, D.E. Akin, and any other corporation (whether now
existing or hereafter formed or acquired) that is required to
join with Parent in filing a consolidated Federal income tax
return.  Each member acknowledges that Parent is the agent for
each subsidiary in the group as provided in Treasury Regulation
Section 1.1502-77.

     (b)  THE CODE shall mean the Internal Revenue Code of 1986,
as amended.

     (c)  The terms "TENTATIVE TAX" and "ALLOCATED TAX" shall
have the meanings described in Sections 3 and 4 hereof.

     (d)  FINAL DETERMINATION shall mean a closing agreement with
the Internal Revenue Service, claim for refund which has been
allowed, deficiency notice with respect to which the notice for
filing a petition with the Tax Court has expired, or a decision
of any court of competent jurisdiction which is not subject to
appear or the time for appear has expired.

     (e)  MEMBER shall mean each corporation (including Parent)
which is included in an affiliated group of corporations as
defined in Section 1504 of the Code which has Parent as the
common parent corporation.

     (f)  FEDERAL INCOME TAX shall mean the amount of tax imposed
by Parts II, VI and VII of Subchapter A and Parts I and II of
Subchapter G of Chapter 1 of Subtitle A of the Code reduced (or
increased in the case of redetermination of credits) by the
credits allowed by Part IV of Subchapter A.  In addition, the
term tax shall include any penalty amount determined to be due
under Code Section 6655 in respect of a failure to pay estimated
income tax and any tax imposed on transfers to avoid income tax
pursuant to Chapter 5 of Subtitle A of the Code.

     (g)  STATE AND LOCAL INCOME TAXES shall mean any income or
franchise tax imposed under the tax law of any state, local or
political division thereof, including corporate income taxes and
minimum taxes.

     (h)  NET OPERATING LOSSES shall mean the amount of any net
operating loss as defined in the Code including, without
limitation, the net operating loss defined in Section 172(c) of
the Code and the alternative tax net operating loss defined in
Section 56(d) of the Code.

     (i)  NET CAPITAL LOSS shall mean the amount of any net
capital loss defined in the Code including, without limitation,
the net capital loss defined in Section 1222 of the Code.

     (j)  All definitions noted herein shall also include
equivalent state or local provisions where applicable.

2.  ELECTION OF ALLOCATION METHOD.  Parent and each subsidiary
which is a member of the Parent Group hereby agree to allocate
the consolidated Federal income tax liability for the taxable
year among the Members in accordance with the method provided in
Section 1552(a)(1) of the Code and the regulations thereunder
[Treasury Regulation Section 1.1552-1 (a)(1)] [hereinafter
referred to as "Method 1"] and the complementary method described
in Treasury Regulation Section 1.1502-33(d)(2) [hereinafter
referred to as "Complementary Method 1"].  Subsequent paragraphs
of this Agreement attempt to explain the mechanics of applying
the methods referred to in this paragraph.  To the extent such
explanatory provisions are inconsistent with the allocation
methods described in this paragraph and in the Code Sections and
the Treasury Regulations referred to in this paragraph, the
allocation methods described in this paragraph and the applicable
Code Sections and Treasury Regulations shall control.

Under Method 1, each Member's allocable share of the consolidated
Federal tax liability of the Parent Group shall be determined by
multiplying such liability by a fraction, the numerator of which
is the taxable income of such Member as if such Member had filed
a separate income tax return for the taxable year, the
denominator of which is the sum of the separate taxable incomes
of the Members.  For purposes of this computation, the separate
taxable income of each Member is computed as if each Member had
filed a separate return for the taxable year except for certain
consolidated return adjustments required by Regulation Section
1.1552-1(a)(1)(ii).  To the extent that a Member does not have
taxable income on a separate return basis, such Member's share of
the consolidated Federal tax liability for the year shall be
zero.

In the event that any Member incurs a Net Operating Loss, Net
Capital Loss or unused credits due to applicable limitations
(hereinafter referred to as "Excess Credits") on a separate
return basis in any given taxable year and such loss or credit is
utilized in such year by the Parent Group in the consolidated
return, Complementary Method 1 provides for the benefit of such
losses or credits to be received by such Member in the future
year in which such Member would have been able to utilize such
losses or credits on a separate return basis.

If, for any taxable year, the Parent Group is subject to the
Alternative Minimum Tax imposed by Section 55 of the Code, then
TAXABLE INCOME for each year shall mean alternative minimum
taxable income for purposes of determining the allocation under
Section 1552(a)(1) of the Code.

If, for any taxable year, the Parent Group generates a minimum
tax credit, as defined in Section 53 of the Code, such minimum
tax credit shall be allocated to the Members based upon the ratio
of each Member's separate alternative minimum taxable income to
total alternative minimum taxable income for the group for the
year in which the credit is generated.  An alternative minimum
taxable income of zero or less shall not be taken into account in
allocating such credit.  The credit amount as allocated to each
Member, shall enter into the allocation of subsequent years
consolidated tax liability in accordance with the method(s)
described above ([Treasury Regulation Sections 1.1552-1(a)(1) and
1.1502-33(d)(2)].  A prospective change in the method of
allocation of alternative minimum tax under this Agreement shall
be made when Proposed Treasury Regulation Sections 1.1502-55 and
1.1552-1(g) are finalized in order to meet the new requirements.

3.  ESTIMATED TAX PAYMENTS

     (a)  For each taxable year, the Parent shall make on or
before the fifteenth day of the fourth, sixth, ninth and twelfth
months of such taxable year, deposits of estimated Federal income
tax of such amount as it deems appropriate to avoid a penalty for
failure to pay estimated income tax.  On or before the tenth day
of each such month referred to above, each Member shall furnish
to the Parent (or Parent's representative) such information as
may reasonably be requested by Parent in order to enable Parent
to calculate the amount of tax required to be deposited. 
Parent's estimate shall be made in good faith and in accordance
with the method of allocation set forth in Section 2 hereof. 
Parent shall notify each Member of its allocable share of such
deposit and such Member shall wire transfer its allocable share
to the Parent when notified by the Parent.

     (b)  On the fifteenth day of the third taxable month
following the close of each taxable year (original due date), the
Parent shall pay in the final balance of tax due within either
the completed consolidated Federal income tax return or a request
for an extension of time to file such return.  Parent shall
notify each Member of its allocable share of such payment and
such Member will wire transfer its allocable share of such
payment to the Parent when notified by the Parent.  Parent's
determination of the allocable share of each Member shall be made
in good faith and in accordance with the method of allocation set
forth in Section 2 above.

     (c)  The sum of the payments made under this Section 3 with
respect to a taxable year shall be referred to as the Members'
Tentative Tax for the year and shall be subject to adjustment as
provided for in Sections 4 and 5 hereof.

     (d)  Whenever Parent files or elects to file state or local
jurisdiction income or franchise tax returns on a consolidated or
combined basis, Parent shall be obligated to and shall make all
payments and be entitled to all refunds of such state or local
jurisdiction income taxes on behalf of all Members so included in
the consolidated return.  To the extent that Parent is not
included in a consolidated, combined or unitary state or local
jurisdiction filing, the responsibilities and entitlements with
respect to payments of tax and receipt of refunds will be
determined under separate agreement between those entities
included in such combined or unitary filing.

4.  ALLOCATED TAX

     (a)  Within thirty days after the filing of the consolidated
Federal income tax return, the Parent shall make a final
allocation of tax liability (the "Allocated Tax") for the year in
accordance with the method(s) outlined in Section 2 hereof.  If
the Allocated Tax for a Member exceeds the Member's Tentative
Tax, then the Member shall wire transfer the amount of such
excess to the Parent as required by the Parent.  If the Tentative
Tax exceeds the Allocated Tax, then the Parent shall wire
transfer such excess to the Member.

     (b)  Except as provided in Section 5 hereof, the final
Allocated Tax as determined above is deemed to be the Member's
tax liability for the year and the Member shall have no further
obligation to pay amounts to the Parent in respect of Federal
income tax once it has paid its Allocated Tax liability to the
Parent.

5.  REDETERMINATION OF TAX LIABILITY.  If, as a result of an
Amended U.S. Corporation Income Tax Return or a Final
Determination, there is a change in the consolidated Federal
income tax liability of the Parent Group for any taxable year,
the consolidated Federal income tax shall be recomputed for each
taxable year to take into account such change(s) in a manner
consistent with such revised treatment and the payments pursuant
to Section 4 hereof shall be appropriate adjusted.  Any
additional payments between Parent and the Members required by
such adjustment shall be paid as notified by the Parent.

     (a)  Interest - In the event that a final determination
causes a Member's previously determined Allocated Tax amount to:

          (i)  increase, then the Member shall pay interest to
the Parent in accordance with the rules prescribed by Code
Section 6601 at the rate(s) prescribed by Code Section 6621;

          (ii)  decrease, then the Parent shall pay interest to
the Member in accordance with the rules prescribed by Code
Section 6611 at the rate(s) prescribed by Code Section 6621.

     The payments of interest shall be due at the same time as
the additional payment is due.

     (b)  Penalties -- In the event that the Parent Group incurs
a penalty described in Code Sections 6651, 6656, 6662 or 6663,
the liability for payment of such penalty shall be the Parent's
responsibility, except as provided in the next sentence.  If any
portion of the penalty described in Code Sections 6662 or 6663 is
attributable to the negligent actions of a Member or its
employees or the negligent nondisclosure of information by the
Member to the Parent, then the Member so involved will bear the
full cost of the penalty along with the related amount of
interest, if any.

     (c)  In the event that payments required to be made pursuant
to this Agreement are not made within the time period specified,
interest shall accrue on such amounts at the underpayment rate in
effect under Section 6621(a)(2) of the Code.

6.  NET OPERATING LOSSES, NET CAPITAL LOSSES, AND EXCESS CREDITS

     (a)  In the event, for any taxable year, any Member of the
Parent Group incurs a Net Operating Loss, Net Capital Loss or
Excess Credits, computed on a separate company basis (as if such
Member did not file as a member of the Parent Group), and such
loss or credit is utilized in whole or in part in the Parent
Group consolidated Federal income tax return for that taxable
year, any such Member will not be entitled to a current benefit
from such losses or credits until such time the losses or credits
would be utilized in a future year on a separate company basis. 
No carryback of losses or credits are allowed except as otherwise
provided in this Agreement.

     (b)  In the event that the Parent Group as a whole incurs a
Net Operating Loss, Net Capital Loss or any Excess Credit in any
given taxable year under this Agreement which may be carried back
to a prior taxable year in which the Parent Group filed a
consolidated federal income tax return for a refund of
consolidated taxes previously paid, then such losses or credits
will be treated as a deduction or credit in the carryback year. 
As a result, the amount of taxes allocated under this Agreement
with respect to the carryback year(s) will be recomputed to take
into account any net changes in the amount of taxes previously
paid by each Member.  Any changes in tax liabilities emanating
from the recomputation shall be made in the manner prescribed
under Section 2 of this Agreement.

     (c)  To the extent any Members are able to carry back their
portion of consolidated Net Operating Loss, Net Capital Losses or
Excess Credits (as provided under Regulation Section 1.1502-78
and -79) to a taxable year in which such Member was not a Member
of the Parent Group (hereinafter referred to as a "Separate
Return Limitation Year"), then such Member shall be entitled to
any refunds of tax resulting from the carryback of such amounts.

     (d)  In the event that any Member of the Parent Group incurs
a Net Operating Loss, Net Capital Loss or Excess Credit in any
year in a "Separate Return Limitation Year" and any such amount
may be carried forward to a taxable year in which such Member was
included in the Parent Group, Parent will reimburse such Member
for the amount of refunds received resulting from said
carryforwards.

7.  ANNUAL APPORTIONMENT OF CERTAIN TAX BENEFITS.  The parties to
this Agreement hereby agree that Parent has the authority to
annually determine the apportionment of all tax benefits,
including but not limited to, the surtax exemption, alternative
minimum tax exemption, and the environmental tax exemption.

8.  STATE AND LOCAL INCOME TAXES.  It is the intention of the
parties hereto that this Agreement apply to state and local
income or franchise taxes of the Parent Group to the extent the
Parent Group files or elects to file consolidated, combined or
unitary income or franchise tax returns for the taxable year in
any such jurisdiction except to the extent Parent is not included
in such consolidated, combined or unitary filing.  In the event
that Parent is not so included, the allocation of the applicable
taxes will be addressed in a separate agreement.

9.  SALE OF MEMBER.  In the event of the sale of a Member
(whether by disposition of stock or substantially all the
assets), the parties to this Agreement expressly acknowledge that
the parties to such sale may modify the provisions of this
Agreement to provide for a different method of allocating the tax
liability of such sold Member.  Such modifications as provided
between buyer and seller shall have no effect on the calculation
of the other Members' amounts of Allocated Tax and the other
Members' Allocated Tax shall be determined without giving effect
to any such modification.

10.  INFORMATION REQUIRED TO BE MAINTAINED BY MEMBERS.  Each
Member of the Parent Group hereby agrees to maintain sufficient
books and records in order to substantiate the separate return
tax computations and to fully comply with the methods of
allocation as set forth in Section 2 of this Agreement.

     IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed effective as of 11/30/94 for all taxable years of
the affiliated group of corporations (within the meaning of
Section 1504 of the Code) beginning on or after 12/1/93.

LIMAGRAIN GENETICS CORPORATION
By:  /s/ Raymond F. Steckel
Name:  Raymond F. Steckel
Title:  Secretary


BIOTECHNICA INTERNATIONAL, INC.
By:  /s/ Edward M. Germain
Name:  Edward M. Germain
Title:  Secretary


LG SEEDS, INC.
By:  /s/ Edward M. Germain
Name:  Edward M. Germain
Title:  Secretary


AKIN CORPORATION
By:  /s/ Raymond F. Steckel
Name:  Raymond F. Steckel
Title:  Secretary


AKIN SEED COMPANY
By:  /s/ Raymond F. Steckel
Name:  Raymond F. Steckel
Title:  Secretary


D.E. AKIN SEED COMPANY
By:  /s/ Raymond F. Steckel
Name:  Raymond F. Steckel
Title:  Secretary