AMENDMENT to the distribution agreement entered into in Warsaw, on July 3, 1997, by and between UDV Poland Sp.z o.o. and Carey Agri International.

 
                                                                 EXHIBIT 10.6(a)

H&H Translation
---------------

                                   AMENDMENT
                                        
to the distribution agreement entered into in Warsaw, on July 3, 1997, by and
between UDV Poland Sp.z o.o. and Xxxxx Agri International.

                                       I.

Para. 1 Point V shall be amended to read:  This agreement is concluded for the
period of one year, starting from January 1, 1998.

                                      II.

All the other terms and conditions thereof remain in force.

                                      III.

The Amendment has been executed in two identical copies, one for each of the
parties.



XXXXX AGRI INT. POLAND SP.Z O.O.              U.D.V. POLAND SP.Z O.O.
         DISTRIBUTOR

Xxxxxxx Xxxxx                                 Xxxxx Xxxxxxx
[SIGNATURE ILLEGIBLE]                         [SIGNATURE ILLEGIBLE]
PRESIDENT OF                                  DIRECTOR GENERAL
THE MANAGEMENT BOARD