Exchange Agent Agreement

EXHIBIT 10.21


EXCHANGE AGREEMENT


Agreement dated as of __________, 1998, by and between Verdant Brands, Inc. a Minnesota corporation ("Verdant") and Norwest Bank Minnesota, National Association (the "Exchange Agent").


WHEREAS, pursuant to an Agreement and Plan of Merger dated as of September 8, 1998 (the "Merger Agreement"), Consep Acquisition, Inc., an Oregon corporation and a wholly-owned subsidiary of Verdant merged with and into Consep, Inc. an Oregon corporation ("Consep") (the "Merger"), effective as of __________ (the "Time of Merger").


WHEREAS, the Exchange Agent is the transfer agent for the common stock, $.01 par value per share, of Verdant ("Verdant Common Stock"); and


WHEREAS, Verdant desires that the Exchange Agent act as its special agent for the purpose of effecting the distribution of Verdant Common Stock to the holders of certificates formerly representing shares of common stock, $.01 par value per share, of Consep ("Consep Common Stock") pursuant to the terms of the Merger Agreement.


NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:


ARTICLE I


1. Verdant hereby instructs the Exchange Agent, in its capacity as transfer agent for Verdant Common Stock, to issue as of ________________, (i) 10,127,069 shares from authorized but heretofore unissued stock , and, in its capacity as Exchange Agent, to hold the certificate or certificates for 10,127,069 shares of Verdant Common Stock, representing the aggregate number of shares of Verdant Common Stock into which outstanding shares of Consep Common Stock were converted, and (ii) 25,000 shares from authorized but heretofore unissued stock, and, in its capacity as Exchange Agent, to hold the certificate or certificates for 25,000 shares of Verdant Common Stock, representing the number of shares issued to Piper Jaffray Inc.("Piper"), financial advisor to Verdant in the Merger, representing a portion of the fee paid to Piper in consideration for its role as financial advisor.


2. A complete and correct list of the shareholders of Consep as of the close of business on October 15, 1998, identifying each shareholder by name, address, and the number of shares owned, has been previously transmitted to the Exchange Agent.


ARTICLE II


The Exchange Agent covenant and agrees that:


1. As soon as practicable after the Time of the Merger, the Exchange Agent shall send a Letter of Transmittal, in substantially the form attached hereto as Exhibit A, together with a return envelope addressed to the Exchange Agent, to each record holder (a "Record Holder") of an outstanding certificate or certificates which immediately prior to the time of the Merger evidenced shares of Consep Common Stock which shall have been converted into Verdant Common Stock pursuant to the provisions of the Merger Agreement, advising such Record Holder of the terms of such conversion and the procedure for surrendering to the Exchange Agent such certificate or certificates in exchange for a certificate or certificates evidencing Verdant Common Stock.


2. Upon receipt by the Exchange Agent from a Record Holder of a certificate or certificates representing Consep Common Stock, accompanied by the appropriate Letter o ...