EMPLOYMENT AGREEMENT DENNIS L. YAKOBSON
 
                                  EXHIBIT 10.22
                              EMPLOYMENT AGREEMENT
 
 
     THIS AGREEMENT (the Agreement) is entered into effective as of
January 1, 2001 between RENTECH, INC., a Colorado corporation (the
Company), and Dennis L. Yakobson (the Employee) in consideration of the
following circumstances.
 
A.  The Employee is presently employed by the Company as President and
Chief Executive Officer.
 
B.  The Board of Directors of the Company recognizes that the Employee
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 Employee is willing to continue to be employed by the Company on
the terms and conditions of the following Agreement
 
     NOW, THEREFORE, in consideration of the background circumstances
and the following agreements, the parties hereto agree as follows:
 
1.  Employment.  The Company agrees to employ the Employee and the
Employee agrees to perform services for and continue in the employment
of the Company on the terms and conditions set forth in this Agreement.
 
2.  Term.  The term of employment will begin on the date of this
Agreement and end three years later on December 31, 2003; provided,
however, that beginning on December 31, 2001 and each December 31
thereafter, the term of employment shall automatically be extended each
such time, on the same terms and conditions, for one additional year
beyond the end of the then-current term, unless not later than January
15 of each year starting January 15, 2001 and continuing on each
succeeding year, either party has given written notice to the other
party that it elects not to extend the term.  For example, unless
either the Company or the Employee elects in writing not to extend the
term of employment by January 15, 2001, the term of employment will be
extended to December 31, 2004.  However, if either the Company or the
Employee elects in writing not to extend the term of employment by
January 15, 2001, the term of employment will end on December 31, 2003.
 
3.  Position and Duties.  The Employee shall serve as the President and
Chief Executive Officer of the Company with such duties, powers and
responsibilities as the Board of Directors or Chief Employee Officer of
the Company may reasonably specify from time to time.  The Employee
shall devote all his working time and efforts to his responsibilities
under this Agreement and to the business and affairs of the Company and
its subsidiaries and affiliates in accordance with the standards of the
industry, and shall not be employed by any other person or entity.
 
4.  Place of Performance.  In connection with the employment, the
Employee shall be based either at the principal executive offices of
the Company, at the location of one of its other offices or plant
locations in the Denver, Colorado metropolitan area, or at the offices
of one of the Company(s subsidiaries in the Denver, Colorado
metropolitan area.
 
5.  Compensation and Related Matters.
 
     5.1  Salary.  During the period of the Employee's employment
hereunder, the Company shall pay the Employee a salary of not less than
$238,383 per annum.  The salary shall be paid in equal monthly
installments, in advance.  This salary shall be increased annually
according to an appropriate cost of living index for the Denver,
Colorado metropolitan area, and shall not be reduced during the term of
this Agreement. Compensation of the Employee by salary payments shall
not be deemed exclusive and shall not prevent the Employee from
participating in any other compensation arrangement, deferred
compensation plan, bonus or bonus plan, stock options, stock
appreciation rights, similar executive compensation arrangements, or
employee benefit plan of the Company. The salary payments (including any
increased salary payments) shall not in any way limit or reduce any
other obligation of the Company under this Agreement or under other
employee benefit plans.  No other compensation, benefit or payment to
the Employee shall in any way limit or reduce the obligation of the
Company to pay the Employee(s salary under this Agreement.
 
     5.2  Expenses.  During the term of the Employee's employment, the
Employee shall be promptly reimbursed for all reasonable expenses
incurred by the Employee in performing services for the Company;
provided that such expenses are incurred and accounted for in accordance
with the policies and procedures established by the Company.  The
expenses reimbursed shall include costs of travel and living expenses
while away from home on business or at the request of and in the
service of the Company.
 
     5.3  Other Benefits.  The Employee shall continue to be entitled
to participate in all of the Company's employee benefit plans and
arrangements in effect on the date of this Agreement, or in substituted
plans or arrangements providing the Employee with at least equivalent
benefits.  The Company shall not make any changes in such plans and
arrangements that would adversely affect the Employee's rights or
benefits, unless such change occurs pursuant to a program applicable to
all officers of the Company and does not result in a proportionately
greater reduction in the rights or benefits of the Employee than those
of any other executive officers of the Company.  The Employee shall
also be entitled to participate in or receive benefits under any
employee benefit plan or arrangement made available by the Company in
the future to its executive officers, on a basis consistent with the
terms, conditions and overall administration of such plans and
arrangements.  Any payments or benefits payable to the Employee in
respect to any calendar year or fiscal year during which the Employee
is employed by the Company for less than the entire year shall, unless
otherwise provided in the applicable plan or arrangement, be prorated
in accordance with the number of days in the year during which he is so
employed.
 
6.  Termination.
 
     The Employee(s employment hereunder may be terminated with no breach
of this Agreement only under the following circumstances:
 
     6.1  Death.  The Employee(s employment hereunder shall terminate
upon his death.
 
     6.2  Disability.  The Company may terminate the Employee's
employment if Employee shall sustain a Disability (as subsequently
defined in this Section) and be unable to perform his duties and
responsibilities during the term of this Agreement, as shall have been
certified by at least two duly licensed and qualified physicians, one
approved by the Board of Directors of the Company and one approved by
Employee (the Examining Physicians), and the Employee has been absent
from his duties under this Agreement on a full-time basis for a period
of six consecutive months.  (Disability( means the complete and total
disability of Employee resulting from injury, sickness, disease, or
infirmity due to age, whereby Employee is unable to perform his usual
services for the Company.
 
     6.3  Cause.  This Agreement shall immediately be terminated and
neither party shall have any obligation thereafter if the Employee's
employment is terminated for Cause. Termination for Cause means
termination resulting from:  (i) theft or dishonesty in the conduct of
the Company's business, or intoxication while on duty resulting from use
of alcohol or illegal drugs;  (ii) deliberate misconduct, including
violation of written Company policies or provisions of federal or state
law, which could be materially damaging to the Company without reasonable
good faith belief by the Employee that such conduct is in the best interests
of the Company; or  (iii) Employee's final conviction of a felony involving
moral turpitude.  If the Employee is advised that he is being terminated
for Cause and within fifteen days thereafter submits to the Chief Executive
Officer or Chief Operating Officer a written objection to such a
determination, the termination will be rescinded and will not be effective
unless the Board of Directors of the Company at or before its next regularly
scheduled meeting determines by majority vote that the Employee was
terminated for Cause.
 
     6.4  Termination by the Employee.  The Employee may terminate his
employment under this Agreement with no breach:  (i) for Good Reason,
as subsequently defined;  (ii) for purposes of retiring at age 65 or
more, by giving written notice to that effect; or  (iii) if the
Employee(s health becomes impaired to an extent that he is unable to
diligently and skillfully perform his employment duties or that makes
his continued performance of his duties hazardous to his physical or
mental health or his life, provided that the Employee has furnished the
Company with a written statement from a qualified doctor to such effect
and provided, further that, at the Company's request, the Employee
submits to an examination by a doctor selected by the Company and such
doctor concurs in the conclusion of the Employee's doctor.
 
     For purposes of this Agreement, "Good Reason" shall mean:  (a) a
decrease in the total amount of the Employee(s annual salary below its
level in effect for the previous twelve months, or a decrease, without
the Employee(s written consent, in the bonus share, based on the
Company's profit-sharing plan, to which the Employee may be entitled,
for the previous twelve months, provided, however, nothing herein shall
be construed to guarantee a bonus award to the Employee; or  (b) a
geographical relocation of the Employee without his written consent;
(c) a failure by the Company to comply with any material provision of
this Agreement which has not been cured within ten days after notice of
such noncompliance has been given by the Employee to the Company; or
(d) any purported termination of the Employee(s employment which is not
made pursuant to a Notice of Termination complying with the
requirements of Section 6.5 (and for purposes of this Agreement no such
purported non-complying termination shall be effective).
 
     6.5  Notice of Termination.  Any termination of the Employee's
employment by the Company or by the Employee (other than termination
pursuant to Section 6.1 shall be communicated by written Notice of
Termination to the other party hereto. For purposes of this Agreement,
a "Notice of Termination" shall mean a notice which shall indicate the
specific termination provision in this Agreement relied upon and shall
set forth in reasonable detail the facts and circumstances claimed to
provide a basis for termination of the Employee's employment under the
provision so indicated.
 
     6.6  Date of Termination.  (Date of Termination( shall mean:  (i)
if the Employee's employment is terminated by his death, the date of his
death,  (ii) if the Employee's employment is terminated for Disability
pursuant to Section 6.2, thirty days after Notice of Termination is
given (provided that the Employee has not returned to the performance
of his duties on a full-time basis during such thirty-day period),
(iii) if the Employee's employment is terminated for Cause pursuant to
Section 6.3, the date specified in the Notice of Termination, and  (iv)
if the Employee's employment is terminated for any other reason, the
date on which a Notice of Termination is given.  If the party receiving
a Notice of Termination notifies the other party that a dispute exists
concerning the termination, the Date of Termination shall be the date
on which the dispute is finally determined.  Such a dispute shall be
finally determined either by mutual written agreement of the parties,
by a binding and final arbitration award, or by a final judgment, order
or decree of a court of competent jurisdiction (the time for appeal
therefrom having expired and no appeal having been perfected).
 
7.  Compensation Upon Termination.
 
     7.1  Death.  If the Employee's employment is terminated by his
death, the Company shall continue to pay salary for a period of twelve
 
 
months after the Date of Termination, at the Employee's last annual
salary rate and subject to applicable tax withholding, to the Employee's
personal representative, for the benefit of his spouse, or if none, his
estate.  This sum shall be paid in semimonthly installments at the rate
of salary in effect immediately before the death.  The installments
shall start on the Company's regular payday following the death and
continue on each regular payday thereafter until a total of twelve
bi-monthly installments have been paid.
 
     7.2  Disability.  During any period that the Employee fails to
perform his employment duties as a result of a Disability (Disability
Period), the Employee shall continue to receive his full salary at the
rate then in effect until his employment is terminated pursuant to
Section 6.2, provided that payments made to the Employee during the
first 180 days of the Disability Period shall be reduced by the sum of
the amounts, if any, payable to the Employee at or prior to the time of
any payment under disability benefit plans of the Company and which
were not previously applied to reduce any payment of salary.  If the
Employee terminates his employment for disability under clause (iii) of
Section 6.4, the Company shall pay the Employee his full salary through
the Date of Termination at the rate in effect at the time Notice of
Termination is given, and as severance pay, an amount equal to the
Employee's annual salary in effect as of the Date of Termination.  This
payment shall be made in a lump sum on or before the 30th day following
the Date of Termination.
 
     7.3  Cause.  If the Employee's employment is terminated for Cause,
the Company shall pay the Employee his full salary through the date of
delivery to him of a Notice of Termination.  Salary shall be paid at
the rate in effect at the time Notice of Termination is effective, and
the Company shall have no further obligations to the Employee under
this Agreement.
 
     7.4  Company's Breach of Contract; Termination by Employee for Good
Reason. The Company's termination of employee(s employment other than as
provided in this Agreement, including a purported termination pursuant
to Sections 6.2 or 6.3 that is disputed by the Employee and finally
determined not to have been in accordance with this Agreement, shall
be a wrongful termination by the Company in breach of this Agreement.
In the event of such a wrongful termination, or if the Employee shall
terminate his employment for Good Reason, then:
 
     (a)  the Company shall pay the Employee his full salary through the
Date of Termination at the rate in effect at the time Notice of
Termination is given;
 
     (b)  the Company shall pay the Employee, as severance pay in lieu
of further salary payments to the Employee for periods subsequent to
the Date of Termination, an amount equal to three times the Employee's
annual salary rate in effect as of the Date of Termination, in a lump
sum on or before the 20th day following the Date of Termination; and
 
     (c)  the Company shall pay all other damages to which the Employee
may be entitled as a result of the breach, including damages for all
loss of benefits to the Employee under the Company's profit sharing
plan, employee benefit plans and any supplemental retirement income
plan that the Employee would have received if the Company had not
breached this Agreement and had the Employee's employment continued for
the full term provided in Section 2 of this Agreement, at the rate of
compensation specified in this Agreement, and all legal fees and
expenses incurred by him as a result of the termination.
 
8.  Counsel Fees and Indemnification.
 
     8.1  Attorney Fees and Costs.  The Company shall pay, or reimburse
to Employee, all reasonable costs incurred by him, including attorneys'
fees and costs, in the following circumstances:  (i) if the Company
terminates, or seeks to terminate this Agreement, alleging as
justification for such termination a material breach by Employee or for
Cause as described in Section 6.3, and Employee disputes such
termination or attempted termination, and Employee prevails, or  (ii)
if Employee elects to terminate his services hereunder for Good Reason
as specified in Section 6.4 of this Agreement, and the Company disputes
its obligation to pay to Employee the sums of money provided in Section
7.4, and Employee prevails.
 
     8.2  Indemnification.  The Company shall indemnify and hold
Employee harmless as required by the Company's bylaws against judgments,
fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees incurred by Employee, in connection with the defense of,
or as a result of any action or proceeding (or any appeal from any
action or proceeding) in which Employee is made or is threatened to be
made a party by reason of the fact that he is or was an officer of the
Company. Indemnification shall be provided regardless of whether such
action or proceeding is one brought by or in the right of the Company,
to procure a judgment in its favor (or other than by or in the right of
the Company).  These obligations of the Company are independent of, and
shall not be limited or prejudiced by, the Company's other undertakings
specified in  this Section 8.
 
     8.3  Insurance.  The Company will exert reasonable efforts, if the
Board of Directors deems it practical and advisable, to obtain and
maintain officers' and directors' liability insurance, in amounts and
coverages deemed advisable by the Board of Directors.  The Company will
include Employee among those covered and insured up to the maximum
limits provided by any such insurance.
 
9.  Non-Competition.
 
     9.1  Covenant Not To Compete.  The Company and the Employee
recognize that the services to be rendered to the Company by the
Employee under this Agreement are special, unique and of extraordinary
character in that the Employee has been involved in creating and
developing its business contracts and customers and in developing and
marketing its patented and proprietary gas-to-liquids process.
Therefore, during the term of this employment hereunder and for three
years following the termination for such employment for any reason
whatsoever (the "Non-Competition Period"), if the Employee receives all
compensation to which he is entitled under this Agreement, the Employee
covenants and agrees not to, without the express written consent of the
Company, directly or indirectly own, manage, operate, control, advise,
lend money to, endorse the obligations of, or participate in or be
connected as an officer, director, five percent or more stockholder of a
publicly-held Company, or as a stockholder, employee, partner, agent,
consultant or otherwise of a closely held company or of any enterprise
or individual, that is engaged in the business of developing,
manufacturing or marketing processes, technology, products or services
that are similar to processes, technology, products or services which
have been, or are being developed or are planned (as documented by
memoranda, instruments, writings or other compilations of information of
the Company) to be developed by the Company, and will not, in any
manner, either directly or indirectly, compete with the Company in its
business.  The Company may withhold its consent to any such proposed
competition in its sole and absolute discretion.
 
     9.2  Non-Solicitation.  For a period of one year following
Employee's termination of employment under this Agreement, Employee will
not, without the express prior written approval of the Board  (i)
directly or indirectly, in one or a series of transactions, recruit,
solicit or otherwise induce or influence any proprietor, partner,
stockholder, lender, director, officer, employee, sales agent, joint
venturer, investor, lessor, supplier, licensee, customer, agent,
representative or any other person which has a business relationship
with the Company or had a business relationship with the Company within
the twenty-four month period preceding the date of the Employee's
termination of employment, to discontinue, reduce, or modify such
employment, agency or business relationship with the Company, or  (ii)
employ or seek to employ or cause any business organization in direct
or indirect competition with the Company to employ or seek to employ
any person or agent who is then (or was at any time within six months
prior to the date the Employee or the competitive business employs or
seeks to employ such person) employed or retained by the Company.
Notwithstanding the foregoing, nothing herein shall prevent the
Employee from providing a letter of recommendation to an employee with
respect to a future employment opportunity.
 
     9.3  Outside Business Activity.  The Employee, during the term of
his employment by the Company hereunder, shall not undertake or engage
in any other employment, occupation or business enterprise in which
Employee actively participates.  Employee shall at all times keep the
Company informed of any outside business activity by him, and shall not
engage in any activity that may be in conflict with this Agreement or
the Company's business or its best interests.
 
10.  Confidentiality.  The Employee acknowledges that, as a result of
his employment by the Company, he has learned Confidential Information,
as defined in Section 10.1, that is owned by the Company, and which is
of a special and unique value and nature relating to the business of
the Company.  In the course of his further employment by the Company,
Employee will learn more Confidential Information and may add to the
Confidential Information.  As a material inducement to the Company to
enter into this Agreement and to pay the Employee the compensation
described in this Agreement, the Employee agrees that he will not,
except in the normal and proper course of his duties hereunder,
disclose or use or enable anyone else to disclose or use, either during
the Non-Competition Period (as defined in Section 9.1) or at any time
thereafter, any such Confidential Information without the prior written
consent of the Company.  The Company may withhold its consent in its
sole and absolute discretion.
 
     10.1  Confidential Information.  "Confidential Information" is
non-public information regarding the Company and its proprietary
processes for the conversion of carbon-bearing solids, liquids and
gases into valuable liquid hydrocarbons;  contractual licensing terms
and arrangements; customers and potential customers; costs and
performance data relating to the Company's catalysts and processes;
patent applications; and trade secrets used in the Company's business
that provide an advantage over competitors who do not know or use them,
including computer software programs and source codes, engineering
designs and specifications for the internal aspects of the synthesis
gas reactor modules; secret formulae and composition of the Company's
catalysts; and catalyst injection methods.
 
     10.2  Exception to Confidentiality.  It is agreed, as an exception
to the foregoing obligations of confidentiality, that information
received by the Employee as a result of his employment shall not
be considered confidential, and he shall not be limited in
disclosing the same, if and to the extent that the information,
as shown by competent evidence:  (i) is or becomes, through no
fault of the party obligated to maintain confidentiality, in the
public domain;  (ii) is lawfully obtained by him from a source
other than the Company or its agents;  (iii) was already known to
him at the time of its receipt, as shown by reasonable proof
filed with the Company within a reasonable time after its
receipt; or  (iv) required to be disclosed by law or order of any
court or governmental authority having jurisdiction.  Disclosures
that are specific, including but not limited to operating
conditions such as pressures, temperatures, formulas, procedures
and other like standards and conditions, shall not be deemed to
be within the foregoing exceptions merely because they are
embraced by general disclosures available to the general public
or in the Employee's possession.  Additionally, any combination of
features shall not be deemed to be within the foregoing
exceptions merely because the individual features are available
to the general public or in the Employee's possession unless the
combination itself and its principle of operation are available
to the general public.
 
     10.3  Published Disclosure.  It is agreed that the disclosure of
certain information by the Company in a publication, such as in letters
patent or by otherwise placing it in the public domain, will not free
the Employee from his obligation to maintain in confidence any
information not specifically disclosed in or fairly ascertainable from
the publication or other disclosure, such as, for example, the fact that
information in the publication or any portion of it is or is not used
by either party.  The Employee shall have the right to publish
information or articles pertaining to the Company's gas-to-liquids
technology and its liquid hydrocarbon products only if such information
is not confidential, and, with respect to Confidential Information,
only upon prior written approval by the Company, which it may withhold
in its absolute discretion.
 
     10.4  Non-Use After Termination.  The Employee shall not use the
Confidential Information after termination or expiration of this
Agreement unless and until such time as the information ceases being
Confidential Information pursuant to the provisions of Section 10.2.
 
     10.5  Books and Records.  The Employee agrees that all documents
and other tangible property of any nature pertaining to activities of
the Company or to any Confidential Information, in his possession now
or at any time during the period of his employment with the Company,
including without limitation, financial data, formulae, processes,
operating results of processes, notes, memoranda, notebooks, manuals,
reports, studies, data sheets, records, blueprints, designs, electronic
or mechanical data storage devices and records, and computer software
programs and their source codes, are and shall be the property of the
Company.  The Employee will return to the Company all originals and
copies in his possession or control that contain such information,
whenever requested by the Company from time to time during the
Non-Competition Period and after termination of his employment.
 
11.  Inventions and Discoveries.  The Employee and the Company agree
that:
 
     11.1  Disclosure By Employee.  The Employee will promptly disclose
to the Company in writing, complete and accurate information pertaining
to each invention, discovery, improvement, device, design, apparatus,
process, technological advance, innovation, idea, concept, method or
product (the Inventions) whether patentable or not, and all writings,
drawings, software, semiconductor mask, works and other works of
authorship pertaining to these Inventions (Works of Authorship),
whether copyrightable or not, made, developed, perfected, devised or
conceived during his employment with the Company, or during the
12-month period following his employment by the Company, which are
within or in any way related to the existing or contemplated scope (now
or at any later time during such period), of the business of the
Company, whether or not developed on the Employee's own time.  The
determination of whether or not an Invention or Work of Authorship is
within the contemplated scope of the business of the Company will be
based on the documentary evidence of the Company, including all
documents, memoranda, writings or other compilations of information of
the Company relating to the scope of the business of the Company.  An
Invention or Work of Authorship shall be deemed to have been made within
such period of time if it is made or conceived within such period and
results from or was suggested by the Employee's employment by the
Company.
 
     11.2  Assignment By Employee.  The Employee will, upon request of
the Company, assign to the Company or to any other party designated by
the Company, all of his right, title and interest in and to any or all
of said Inventions or Works of Authorship, any copyrights obtained
thereon, and any patent applications filed thereon, together with all
extensions, re-issues, and renewals thereof in this and all foreign
countries and patents granted.  He will promptly execute all proper
papers for these purposes as the Company may request, and for use in
applying for, obtaining, and maintaining all such patents or copyrights
at the expense of the Company.  The Employee's obligations to execute
the papers and assignments specified in this Section shall continue
beyond the period of his employment and shall bind his heirs, assigns,
executors and other legal representatives.
 
12.  Right To Injunctive Relief.  The Employee acknowledges that a
breach by the Employee of any of the terms of Sections 9, 10 or 11 of
this Agreement will cause irreparable harm to the Company, and that the
Company shall therefore be entitled to any and all equitable relief,
including, but not limited to, injunctive relief, and to any other
remedy that may be available under any applicable law or agreement
between the parties, and to recover from the Employee all costs of
litigation including, but not limited to, reasonable attorneys' fees and
court costs.  The parties hereto further agree that this Agreement
shall be enforced wherever the Company is doing business at the
termination of the Employee's employment hereunder and wherever the
Company at such time reasonably foresees, plans and expects to do
business during the Non-Competition Period.
 
13.  Entire Agreement.  The Company and the Employee acknowledge that
this Agreement contains the full and complete agreement between and
among the parties, that there are no oral or implied agreements or
other modifications not specifically set forth herein, and that this
Agreement supersedes prior agreements or understandings pertaining to
this subject, between the Company and the Employee, whether written or
oral.  The parties further agree that no modifications of this
Agreement may be made except by means of a written agreement or
memorandum signed by the parties.
 
14.  Governing Law.  The parties acknowledge that the Company's principal
place of business is located in the state of Colorado, and that this
Agreement has been entered into in the state of Colorado and that they
wish legal certainty and predictability as to the terms of their
undertaking.  Accordingly, the parties hereby agree that this agreement
shall be constructed in accordance with the laws of the state of
Colorado, without giving consideration to its choice of law provisions
 
15.  Captions.  The captions or section headings used in this Agreement
are for ease of reference only and shall have no bearing whatsoever
upon the construction, interpretation and effect of this Agreement.
 
16.  Severability.  The Employee believes and acknowledges that the
provisions contained in this Agreement, including the covenants
contained in Sections 9, 10 and 11 of this Agreement, are fair and
reasonable.  Nonetheless, in the event that any provision or any part of
any provision of this Agreement found by a court to be void or
 
 
unenforceable for any reason whatsoever, then such provision shall be
stricken, severed from this Agreement, and of no force and effect.
Unless such stricken provision goes to the essence of the consideration
bargained for by a party, the remaining provisions of this Agreement
shall continue in full force and effect, and to the extent required,
shall be modified to preserve their validity.
 
17.  Successors and Assigns.  This Agreement shall be binding upon and
shall inure to the benefit of the Company and its successors and
assigns. This Agreement shall be binding upon and shall inure to the
benefit of the Employee and his personal representatives, but shall not
be assignable by the Employee.
 
18.  Notice.  All notices, requests and other communications hereunder
shall be in writing and shall be delivered by courier or other means of
personal service (including by means of a nationally recognized courier
service or professional messenger service); or sent by facsimile (if a
facsimile number is provided by a party to be notified) or mailed first
class, postage prepaid, by certified mail, return receipt requested; in
all cases, addressed to each party at the following address.  All
notices, requests, and other communications shall be deemed given on
the date of actual receipt or delivery as evidenced by written receipt,
acknowledgment or other evidence of actual receipt or delivery to the
address specified above.  Notice sent by facsimile shall be deemed
given on the date printed by the sender(s facsimile machine confirming
receipt of the facsimile by the other party(s facsimile machine.  Any
party hereto may from time to time, by notice in writing served as set
forth previously, designate a different address or a different or
additional person to which all such notices or communications
thereafter are to be given.
 
If to Company:                Rentech, Inc.
                              1331 17th Street, Suite 720
                              Denver, CO 80202
                              Attention:  Chief Operating Officer
 
If to Employee:               Dennis L. Yakobson
                              1331 17th Street, Suite 720
                              Denver, CO 80202
 
19.  Continuing Effect.  The covenants and undertakings of the Employee
specified in this Agreement shall survive expiration or other
termination of this Agreement to the extent expressed herein.
 
     IN WITNESS WHEREOF, the Company has hereunder signed its name and
the Employee hereunder has signed his name, all as of the day and year
first above written.
 
RENTECH, INC.                             EMPLOYEE:
 
   /s/ Ronald C. Butz                     /s/ Dennis L. Yakobson
By:_________________________________      _______________________________
      Ronald C. Butz, Vice President -    Dennis L. Yakobson
      Legal and Chief Operating Officer
 
 
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