American Vanguard (AVD)

23. Miscellaneous.

(a) Entire Agreement. This Agreement, together with the Exhibits hereto, and the Ground Lease, and the SPA, constitutes the entire agreement and sets forth the entire understanding of the parties and their Affiliates with respect to the subject matter hereof, supersedes all prior agreements, covenants, arrangements, letters, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party, including without limitation the Technical Deodorized Grade Phorate Product Sales Agreement dated October 31, 2005 and the Terbufos Supply Agreement as defined in the SPA, and may not be modified, amended or terminated by mutual consent except by a written agreement specifically referring to this Agreement and signed by the parties hereto and any other party to be charged. The parties expressly agree that to the extent that form purchase orders, confirmations, acceptances and invoices, or similar documents, are used to facilitate specific purchases of Services or payment for Services under this Agreement, any conflicting, additional or different terms (other than transaction specific information covering quantity, times for performance or method for transportation, which information is added to the forms), provisions or conditions contained therein, shall not become a part of the Agreement.

(b) Notices. Any and all notices or other communications required or permitted to be given under any of the provisions of this Agreement shall be in writing and shall be delivered personally, or by facsimile, or sent by first class registered or certified mail, return receipt requested, or if mailed, five (5) Business Days after the date of mailing. For the purposes hereof, the addresses, telephone numbers and facsimile numbers (until notice of a change thereof, served as provided in this section) are as follows:

If to BASF:

BASF Corporation

26 Davis Drive

Research Triangle Park, NC 27709

Attn: Group Vice President Agricultural Products

With a copy to:

BASF Corporation

100 Campus Drive

Florham Park, NJ 07932

Attn: General Counsel

If to American Vanguard Corporation:

American Vanguard Corporation

4695 MacArthur Court, Suite 1250

Newport Beach, CA 92660

Attn: Eric Wintemute

Fax No.: (949) 260-1201

With a copy to:

Timothy J. Donnelly

American Vanguard Corporation

4695 MacArthur Court, Suite 1250

Newport Beach, CA 92660timd@amvac-chemical.com

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Routine operating instructions, requests, directions and notices dealing with the delivery and shipment of Products, and other similar communications, unless otherwise requested to be in writing, may be given in such manner and to such persons as is customary or practicable.

(c) No Waiver; Remedies. No waiver of any breach or default hereunder shall be considered valid unless in writing and signed by the party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default of the same or similar nature. No failure on the part of any party to exercise, and no delay in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege; and no waiver whatever shall be valid unless in writing signed by the party or parties to be charged and then only to the extent specifically set forth in such writing. All remedies, rights, powers and privileges, either under an Agreement or by law or otherwise afforded the parties to an Agreement shall be cumulative and shall not be exclusive of any remedies, rights, powers and privileges provided by law. Each party hereto may exercise all such remedies afforded to it in any order of priority.

(d) Assignment; Successors and Assigns. This Agreement may not be assigned by operation of law or otherwise, and any attempted assignment shall be null and void. Notwithstanding the foregoing, either party may without further consent of the other party assign its rights under this Agreement (a) in connection with the transfer or sale of all or substantially all of the assets of such party, (b) pursuant to the sale of a majority of the ownership interest of such party or the merger or consolidation of such party with a third party, (c) to any affiliate of the assigning party, or (d) in connection with the sale by BASF of the Hannibal Site to a third party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and legal representatives. Any such successor or assign shall assume all of the party's obligations under this Agreement and shall be fully bound by the terms and conditions of this Agreement, and any such assignment shall relieve the assigning party of any further obligations arising from this Agreement. BASF shall not sell or assign either: (i) all or substantially all of its assets or (ii) the Hannibal Site to a third party without also assigning this Agreement to such third party.

(e) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Missouri.

(f) Arbitration; Consent to Jurisdiction. In the event of any dispute between the parties arising out of or relating to the subject matter of this Agreement, the parties shall first use their reasonable efforts to resolve such dispute among themselves. If the parties are unable to use their reasonable efforts to resolve the dispute within thirty (30) calendar days of the initiation of such procedure, the dispute shall be settled by arbitration as provided in Section [17.11] of the SPA.

(g) Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective as to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforcement of such provision in any other jurisdiction.

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(h) Counterparts/Facsimile Signature. This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Additionally, the parties acknowledge and agree that a facsimile signature to this Agreement shall be recognized as an original signature.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement on the date and year first above written.

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23. Miscellaneous.

FACE="Times New Roman" SIZE="2">(a) Entire Agreement. This Agreement, together with the Exhibits hereto, and the Ground Lease, and the SPA, constitutes the entire agreement and sets forth the entire understanding of the parties and their
Affiliates with respect to the subject matter hereof, supersedes all prior agreements, covenants, arrangements, letters, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party,
including without limitation the Technical Deodorized Grade Phorate Product Sales Agreement dated October 31, 2005 and the Terbufos Supply Agreement as defined in the SPA, and may not be modified, amended or terminated by mutual consent except
by a written agreement specifically referring to this Agreement and signed by the parties hereto and any other party to be charged. The parties expressly agree that to the extent that form purchase orders, confirmations, acceptances and invoices, or
similar documents, are used to facilitate specific purchases of Services or payment for Services under this Agreement, any conflicting, additional or different terms (other than transaction specific information covering quantity, times for
performance or method for transportation, which information is added to the forms), provisions or conditions contained therein, shall not become a part of the Agreement.

FACE="Times New Roman" SIZE="2">(b) Notices. Any and all notices or other communications required or permitted to be given under any of the provisions of this Agreement shall be in writing and shall be delivered personally, or by facsimile,
or sent by first class registered or certified mail, return receipt requested, or if mailed, five (5) Business Days after the date of mailing. For the purposes hereof, the addresses, telephone numbers and facsimile numbers (until notice of a
change thereof, served as provided in this section) are as follows:

If to BASF:

FACE="Times New Roman" SIZE="2">BASF Corporation

26 Davis Drive

SIZE="2">Research Triangle Park, NC 27709

Attn: Group Vice President Agricultural Products

FACE="Times New Roman" SIZE="2">With a copy to:

BASF Corporation

SIZE="2">100 Campus Drive

Florham Park, NJ 07932

Attn:
General Counsel

If to American Vanguard Corporation:

SIZE="2">American Vanguard Corporation

4695 MacArthur Court, Suite 1250

FACE="Times New Roman" SIZE="2">Newport Beach, CA 92660

Attn: Eric Wintemute

FACE="Times New Roman" SIZE="2">Fax No.: (949) 260-1201

With a copy to:

FACE="Times New Roman" SIZE="2">Timothy J. Donnelly

American Vanguard Corporation

FACE="Times New Roman" SIZE="2">4695 MacArthur Court, Suite 1250

Newport Beach, CA 92660timd@amvac-chemical.com

Miscellaneous

Each Party shall bear its own costs and expenses in connection with the preparation, execution and implementation of this Agreement, including any and all professional fees of its legal, tax and financial advisers.

The following costs and fees in connection with the preparation and implementation of this Agreement shall be borne by Purchaser (who shall reimburse Seller for such costs if and to the extent disbursed by Seller): notarial fees, registration costs (including, without limitation, registration costs for transfer of Registration Rights, Intellectual Property Rights, etc.), as well as fees imposed by any competent cartel authority.

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Amendments and alterations of this Agreement have to be in writing, unless notarisation is required. This shall also apply to a waiver of the written form.

Unless otherwise specified in this Agreement, if either Party is in default of payment as of any payment date pursuant to this Agreement, the outstanding amount shall bear interest as from the respective payment date until, but not including, the day of actual payment at [*]

This Agreement constitutes the full understanding of the Parties and the complete and exclusive statement of the terms and conditions of the agreement relating to the subject matter hereof and supersedes any and all prior

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agreements, whether written or oral, that may exist between the Parties with respect to the subject matter of this Agreement.

This Agreement shall be binding on any legal successors of the Parties. This Agreement may not be assigned by any Party to any third parties without the prior written consent of the other Party.

No public announcement concerning the transactions contemplated by this Agreement shall be made by either Party unless the form and text of such announcement shall first have been approved by the other Party except that if the other Party is required by law or by applicable stock exchange regulations to make an announcement it may do so after first consulting with the other Party, if practicable. The Parties mutually undertake to keep the contents of this Agreement secret and confidential vis-à-vis any third party. This shall not apply to the extent that they are forced to disclose the same by statutory provision or administrative decree. In such case, the Parties shall, however, inform each other prior to such disclosure and shall limit the same to the minimum required by statute or the authorities.

The Confidentiality Agreement between Purchaser and Seller dated 14^th of January, 2005 shall remain in full force and effect.

If any provision of this Agreement should be or become invalid or if this Agreement does not address any specific situation, then all other provisions of this Agreement shall not be affected thereby. Instead of such invalid provision or in order to provide a provision to fill the gap, such

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provision shall be deemed to have been agreed upon which, as close as legally possible, complies with the purpose and intent of the Parties with the invalid provision, especially with respect to any measure of performance, time or period provided therein, or which reflects what the Parties would have agreed upon if they had considered such situation.

This Agreement is subject to, and shall be governed by, the laws of [*] (excluding laws of conflicts and uniform laws or conventions), unless the application of a foreign law is compulsory.

Any dispute arising out of or in connection with this Agreement, including any dispute regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Rules of Arbitration of the American Arbitration Association, which Rules shall be deemed to be incorporated by reference into this clause. The tribunal shall consist of three (3) arbitrators, of whom each of Seller and Purchaser shall be entitled to nominate one (1) and the third (3^rd) of whom shall be nominated by the arbitrators nominated by Seller and Purchaser. The place of arbitration shall be [*] and the language of arbitration shall be English.

Seller and Purchaser agree that the provisions of this Agreement shall supersede any and all provisions of the implementation and ancillary agreements and Sales and Purchase Agreements to be entered into in accordance with this Agreement and the Exhibits hereto, notwithstanding

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(i) any provisions to the contrary in these implementation and ancillary agreements, (ii) that these implementation and ancillary agreements will be executed after the Closing Date hereof, and (iii) that the parties to these implementation and ancillary agreements may not be Seller and Purchaser. Seller and Purchaser undertake to procure that their respective Affiliates adhere to the provisions of this Agreement, including this provision.

Facimile signatures shall be considered original for all purposes. This Agreement may be executed in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which constitute one and the same agreement.

______________________, this _____________ 2005

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MISCELLANEOUS

13.1 Applicable Laws. Each of the Parties agrees to comply with all Applicable Laws with respect to the performance of their obligations hereunder.

13.2 Relationship of the Parties. During the Term, BASF and AMVAC shall act as independent contractors and nothing herein shall be construed so as to constitute BASF or AMVAC as being a partner, joint venturer, agent or representative of the other for any purpose whatsoever. Neither BASF nor AMVAC shall engage in any conduct which might create the impression or inference that the other Party is a partner, joint venture, agent or representative thereof. Each of BASF and AMVAC shall be solely responsible for the discharge of its respective obligations and liabilities to Persons and shall have no right to indemnity or contribution from the other Party in respect therefor except insofar as expressly provided in Article VIII.

13.3 Notice. All notices and reports required under, and other communications with respect to, this Agreement shall be in writing, in the English language, and given or sent to the Party to be notified at the addresses set forth below either personally and thereby deemed to be given on that day, or by facsimile transmission and thereby deemed to be given on the day following or by registered letter and thereby deemed to be given on the third day following the day of posting.

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If to BASF:

BASF Corporation

26 Davis Drive

Research Triangle Park, NC 27709-3528

Attn: Director, Global Strategic Marketing, Herbicides

Fax: 919-547-2476

with a copy to the following in the event of notices of material breach including, without limitation, notices threatening termination of this Agreement:

BASF Corporation

100 Campus Drive

Florham Park, New Jersey 07932

Attn: Counsel, Agricultural Products Division

Fax: 973-245-6702

If to AMVAC:

AMVAC Chemical Corporation

4694 MacArthur Court

Suite 1250

Newport Beach, CA 92660

Attn: President

Fax: (949) 260-1201

with a copy to the following in the event of notices of material breach including, without limitation, notices threatening termination of this Agreement:

McDermott Will & Emery LLP

18191 Von Karman Avenue, Suite 400

Irvine, CA 92612

Attn: John B. Miles, Esq.

Fax: (949) 851-9348

13.4 Non-Waiver. Any waiver by either Party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Agreement. The failure of either Party to insist upon strict adherence to any term or condition of this Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or condition or any other term or condition of this Agreement. Any waiver must be in writing and signed by the Party against whom enforcement is sought.

13.5 Assignment. This Agreement shall [*] by either Party [*] of the other Party; [*] assign this Agreement to any of its Affiliates and, subject to the provisions of Article XII, to any successor in interest to BASF’s business which is the subject matter of this Agreement [*]

13.6 Binding Effect. This Agreement shall be binding on the Parties and their Affiliates as well as their respective successors and permitted assignees.

13.7 Amendment. Except as expressly provided in this Agreement, amendments to this Agreement must be in writing, signed by both Parties and include an affirmative statement that this Agreement is being amended thereby.

13.8 Severability. If any term of this Agreement shall be found to be invalid, illegal or unenforceable, it is the intention of the Parties that the remainder of this Agreement shall not be affected thereby;

Page 27 of 30

provided, however, that neither Party’s rights under this Agreement have been materially adversely affected. It is further the intention of the Parties that in lieu of each such provision which is invalid, illegal or enforceable, there be substituted or added as part of this Agreement a provision which shall be as similar as possible in the economic and business objectives intended by the Parties to such invalid, illegal or unenforceable provision, but which shall be valid, legal and enforceable.

13.9 Headings. The headings contained in this Agreement are for convenience of reference only, are not considered a part of this Agreement and shall in no way affect or alter the meaning or effect of any of the provisions of this Agreement.

13.10 Counterparts. This Agreement may be executed simultaneously in one (1) or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument.