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The Advisory Agreement, Dated As of August 13, 2004

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Sectors: Chemicals
Governing Law: New York, View New York State Laws
Effective Date: August 13, 2004
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Exhibit 10.8

Execution Copy


This Advisory Agreement (this " Agreement" ) is made and entered into as of August 13, 2004 by and between Innophos, Inc., a Delaware corporation (the " Company" ), Innophos Holdings, Inc. a Delaware corporation and the sole stockholder of the Company (" Holdings" ), and Bain Capital, LLC, a Delaware limited liability company (" Bain" ).

In consideration of the premises and the mutual covenants contained herein, the parties agree as follows:

1. Term . This Agreement shall be in effect for a term commencing on the date hereof and ending on December 31, 2014 (the " Term" ), and shall be automatically extended thereafter on a year to year basis unless the Company or Bain provides written notice of its desire to terminate this Agreement to the other party at least 90 days prior to the expiration of the Term or any extension thereof, in which case this Agreement shall terminate on the last day of such Term or extension thereof, subject to the payment in full of any Advisory Services Fee (as defined below) earned but not otherwise paid as of the date of termination.

2. Services . Bain shall perform or cause to be performed such services for Holdings, the Company and its Subsidiaries as mutually agreed by Bain and the Company' s board of directors, which may include, without limitation, the following:

(a) general executive and management services;

(b) identification, support, negotiation and analysis of acquisitions and dispositions by the Company or its subsidiaries;

(c) support, negotiation and analysis of financing alternatives, including, without limitation, in connection with acquisitions, capital expenditures and refinancing of existing indebtedness;

(d) finance functions, including assistance in the preparation of financial projections, and monitoring of compliance with financing agreements;

(e) marketing functions, including monitoring of marketing plans and strategies;

(f) human resource functions, including searching and hiring of executives; and

(g) other services for the Company and its subsidiaries upon which the Company' s board of directors and Bain agree.

3. Advisory Services Fees and Expenses .

(a) Commencing from the date of this Agreement and continuing through the expiration of the Term, the Company shall pay to Bain or its designees an annual advisory services fee (the " Advisory Services Fee" ) in an amount equal to $2,000,000. In each year of the Term, the Advisory Services Fee shall be payable in advance in four equal quarterly installments due on each March 31, June 30, September 30 and December 31, or if any such date shall not be a business day, on the next succeeding business day to occur after such date, beginning on September 30, 2004 (each such quarterly amount an " Advisory Service Fee Installment" ); provided that on the date of this Agreement the Company shall pay to Bain or its designees a pro rata portion of the Advisory Services Fees for the period beginning on such date and ending on September 30, 2004. In the event this Agreement is terminated prior to the expiration of the Term due to a Change in Control or an initial public offering of Holdings' or the Company' s equity securities registered under the Securities Act of 1933, as amended, the Company shall pay to Bain the sum of the present values of all Advisory Services Fee Installments that are payable from and including the date of termination through the end of the Term, each discounted at the Applicable Federal Rate for short-term obligations at the time of such termination.

(b) The Company will reimburse Bain for such reasonable travel expenses and other reasonable out-of-pocket fees and expenses (including the fees and expenses of accountants, attorneys and other advisors retained by Bain) as may be incurred by Bain and its partners, members, employees or agents in connection with the rendering of services pursuant to this Agreement. Such expenses will be reimbursed by wire transfer of immediately available funds promptly upon the request of Bain (but in any case no later than five business days following such request) and will be in addition to any other fees or amounts payable to Bain pursuant to this Agreement.

4. Transaction Fees .

(a) The Company hereby agrees to pay to Bain or its designees, upon the closing of the transactions contemplated by the Agreement of Purchase and Sale by and among Rhodia Inc., Rhodia Canada Inc., Rhodia De Mexico S.A. de C.V., Rhodia Overseas Ltd, Rhodia Consumer Specialties Limited, Rhodia, S.A. and Innophos Inc. (f/k/a Phosphates Acquisition, Inc.) dated as of June 11, 2004 (as amended, restated or modified from time to time, the " Purchase Agreement" ), a fee for services rendered in connection with the structuring of the financing for the transactions contemplated by the Purchase Agreement and certain other matters. Such fee shall be payable by wire transfer of immediately
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