THIS AGREEMENT (the Agreement) is made effective as of August 31, 2001, between REN
CORPORATION, an Oklahoma corporation (sometimes called the Company), and GARY A. ROBERTS
A. The Company has agreed with Rentech, Inc., a Colorado corporation (Rentech), that Rentech will purchase
56% of the issued and outstanding shares of common stock of the Company pursuant to a Stock Purchase
Agreement dated August 1, 2001 between the Company and Rentech. The scheduled closing date of the
purchase is August 31, 2001. The Company and Rentech intend that the business of the Company be continued
as it was conducted prior to the purchase.
B. The Board of Directors of the Company recognizes that the Employee is a founder of the business of the
Company and has made a substantial contribution to the growth and success of the Company. The Board
believes that it is in the best interests of the Company and its shareholders for the Company to continue its
employment of the Employee. The Board has determined that the Company should enter into this Agreement to
encourage and secure the Employee's continued dedication to the Company as a member of its management and
to retain the experience, abilities and services of the Employee.
C. The Company desires to employ and retain for itself the experience, abilities and services of the Employee on
the terms and under the conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the background circumstances and the following covenants and
agreements, the parties hereto agree as follows:
1. Employment. The Company shall employ the Employee to provide services as an employee of the Company,
and the Employee shall perform services for and be employed by the Company, all in accordance with the
provisions of this Agreement, and subject to the terms and conditions hereof.
2. Duties and Scope of Responsibilities. The Employee shall serve as President of the Company, and shall report