TECHNICAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into as of February 19, 1999 by and between RENTECH, INC., a
Colorado corporation having an address of 1331 17th Street, Suite 720, Denver, CO 80202 ("Rentech"), and
TEXACO ENERGY SYSTEMS INC., a Delaware corporation having an office at 1111 Bagby Street,
Houston, TX 77002 ("Texaco").
WHEREAS, Rentech has developed a synthesis gas to liquids process incorporating Fischer-Tropsch technology
with a slurry reaction bed and an iron based catalyst and has filed patent applications on said process, some of
which have issued ("Rentech Technology");
WHEREAS, Texaco and its Affiliates have substantial expertise in petroleum chemistry and processes associated
therewith, and in particular, have developed and are developing substantial expertise in synthesis gas and Fischer-
WHEREAS, Texaco, in the interest of reducing the time and cost of a proposed development program regarding
Rentech's Fischer-Tropsch technology, wishes to utilize the services of Rentech's technical staff and to use
Rentech's research facility located in Denver, Colorado for making some of such further developments and
WHEREAS, Rentech is willing to provide its technical support and use its research facility for specific technical
tasks designated by Texaco.
THEREFORE, for and in consideration of the premises and mutual covenants herein contained, the parties hereto
agree as follows:
1. TECHNICAL SERVICES.
1.1 Services by Rentech. Rentech agrees to provide services to complete mutually agreed upon activities relating
to Rentech Technology ("Tasks") under the terms and conditions of this Agreement.
1.2 Tasks; Project Team; Technical Lead. The parties each agree to appoint one member from the technical
personnel of their respective companies to a joint committee called the "Project Team," which will be responsible
for planning and coordinating the Tasks according to the terms and provisions of this Agreement; pr