AGREEMENT TO FACILITATE MERGER

This Agreement to Facilitate Merger (this Agreement) is made and entered into as of March     , 2004, between Ecolab Inc., a Delaware corporation (Acquiror), and the undersigned stockholder (Stockholder) of Alcide Corporation, a Delaware corporation (Alcide).

RECITALS

A.            Concurrently with the execution of this Agreement, Acquiror, Alcide and Bessy Acquisition Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (Merger Sub), have entered into an Agreement and Plan of Merger (the Merger Agreement) which provides for the merger (the Merger) of Merger Sub with and into Alcide.  Pursuant to the Merger, each share of common stock, par value $0.01 per share, of Alcide (Alcide Common Stock) issued and outstanding immediately prior to the effective time of the Merger (other than Cancelled Shares, as defined in the Merger Agreement) will be converted into the right to receive a certain fraction of a share of common stock, par value $1.00 per share, of Acquiror on the basis described in the Merger Agreement.

B.            Stockholder is the record holder and beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of such number of Shares as is indicated on the final page of this Agreement.

C.            As a condition to its willingness to enter into the Merger Agreement, Acquiror has required that Stockholder enter into this Agreement, and Stockholder is willing to enter into this Agreement in order to induce Acquiror to enter into the Merger Agreement.

NOW, THEREFORE, intending to be legally bound, the parties agree as follows:

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