Exhibit 2.2


                         ASSIGNMENT AND ASSUMPTION AGREEMENT

               THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this  "Agreement"),
          is made and entered into as of the 22nd day of December, 1997, by
          and between IMC  Global Operations Inc.,  a Delaware  corporation
          (together  with  its  successors  and  assigns,  "Assignor")  and
          Freeport-McMoRan  Resource  Partners,   Limited  Partnership,   a
          Delaware limited partnership   (together with its successors  and
          assigns,"Assignee").

                            W  I  T  N  E  S  S  E  T  H:


               WHEREAS, Assignor holds an  interest in certain sulphur  and
          oil and gas producing properties and certain facilities and other
          interests relating thereto; and

               WHEREAS, in  connection  with the  proposed  merger  between
          Assignor's parent company, IMC Global  Inc., and an Affiliate  of
          Assignor, Freeport-McMoRan Inc., (the "Merger"), Assignor  hereby
          agrees to transfer to  Assignee the interest  in the sulphur  and
          oil and gas  producing properties  and the  facilities and  other
          interests relating thereto which are identified herein.

               NOW,  THEREFORE,  in  consideration  of  good  and  valuable
          consideration, the receipt  and sufficiency of  which are  hereby
          acknowledged by  Assignor  and Assignee,  Assignor  and  Assignee
          hereby agree as follows:


               1.   Definitions.  As used herein, the following terms, when
          capitalized,  shall  have  the  following  meanings,  unless  the
          context dictates otherwise:

               "Action"  means   any   claim,  suit,   chose   in   action,
          arbitration, mediation, inquiry,  proceeding or investigation  by
          or  before  any  court,  governmental  or  other  regulatory   or
          administrative agency or commission or any other tribunal.

               "Affiliate" means  with respect  to any  Person, any  Person
          that directly or indirectly  through one or more  intermediaries,
          controls, is controlled by or is  under common control with  such
          Person.  As used in this definition, the term "control" means the
          possession, directly or  indirectly, of  the power  to direct  or
          cause the direction of the management and policies of the Person,
          whether through ownership  of voting securities,  by contract  or
          credit agreement, as trustee or executor or otherwise.

               "Applicable Law" means all applicable provisions of all  (i)
          constitutions, treaties,  statutes,  laws (including  the  common
          law), rules,  regulations, ordinances,  codes  or orders  of  any
          Governmental Authority, (ii) Consents by Governmental Authorities
          and (iii) orders, decisions,  injunctions, judgments, awards  and
          decrees of or agreements with any Governmental Authority.

               "Code" means the Internal Revenue Code of 1986, as amended.


               "Consent"  means  any   consent,  approval,   authorization,
          waiver, permit, grant, franchise, concession, agreement, license,
          exemption or order of, registration, certificate, declaration, or
          filing with, or report  or notice to,  any Person, including  but
          not limited to any Governmental Authority  that is required as  a
          precondition to the transfer of one or more of the Assets.

               "Containment" means any waste, pollutant, hazardous or toxic
          substance  or  waste,  petroleum,  petroleum-based  substance  or
          waste, special waste, or any constituent of any such substance or
          waste.

               "Environmental Law" means all Applicable Law relating to  or
          addressing the environment, health  or safety, including but  not
          limited to OSHA and RCRA and any state equivalent thereof or  any
          successor statute.

               "Fertilizer Business" means the  business conducted by  IMC-
          Agrico Company.

               "Governmental Authority" means  any federal, state,  county,
          municipal or  other  government, department,  commission,  board,
          court, agency, authority, or any other instrumentality of any  of
          them, or any other organization exercising legislative, executive
          or judicial authority over any of the foregoing.

               "Hydrocarbons" means  crude oil  and/or condensate,  natural
          gas, distillate, natural gas  liquids and all products  recovered
          in the  processing of  natural  gas liquids,  including,  without
          limitation natural gasoline,  iso-butane, normal butane,  propane
          and  ethane  (including  such  methane  allowable  in  commercial
          ethane).

               "Intellectual Property" means any and all United States  and
          foreign (a) patents (including design patents, industrial designs
          and utility models) and  patent applications (including  docketed
          patent  disclosures   awaiting   filing,   reissues,   divisions,
          continuations-in-part   and   extensions),   patent   disclosures
          awaiting  filing  determination,  inventions,  and   improvements
          thereto, (b) trademarks, service marks, trade names, trade dress,
          logos, business and product names, slogans, and registrations and
          applications for registration thereof, together with the goodwill
          of the businesses attributable thereto, (c) copyrights (including
          software) and registrations  thereof, (d) inventions,  processes,
          designs, formulae,  trade secrets,  know-how, industrial  models,
          confidential   and    technical    information,    manufacturing,
          engineering and  technical drawings,  product specifications  and
          confidential  business  information,  (e)  intellectual  property
          rights similar  to the  foregoing, and  (f) copies  and  tangible
          embodiments  thereof  (in  whatever  form  or  medium,  including
          electronic media).

               "Leased  Real  Property"  means  all  interests   (including
          offshore acreage) leased  pursuant to the  Leases, together  with
          all  structures,  facilities,  improvements,  fixtures,  systems,
          equipment, and items of real property  which are owned or  leased
          by Assignor and presently located on  the real property or  other
          acreage subject to the Leases, and all of Assignor's right, title
          and interest  in  and  to all  easements,  servitudes,  licenses,
          rights,   rights-of-way,   operating   rights,   franchises   and
          appurtenances relating to the foregoing.

               "Leases" means the leases set forth on Schedule 1 hereto.

               "Liabilities"  means  any  and  all  claims,  debts,  costs,
          indebtedness,   liabilities   and   obligations,   absolute    or
          contingent, matured or not  matured, liquidated or  unliquidated,
          accrued  or  unaccrued,  known  or  unknown,  whenever   arising,
          including all costs and  expenses related thereto and  including,
          without limitation,  those  claims, debts,  costs,  indebtedness,
          liabilities  and  obligations  arising   under  any  law,   rule,
          regulation, Action, threatened Action, order or consent decree of
          any governmental entity  or any award  of any  arbitrator of  any
          kind, and  those  arising  under  any  contract,  commitments  or
          undertaking.

               "Lien" means any interest in property held by someone  other
          than the owner  of the  property, including  a mortgage,  pledge,
          hypothecation, claim,  security  interest,  pledge,  encumbrance,
          lease, sublease, license, occupancy  agreement, adverse claim  or
          interest,  conditional  sale,   easement,  servitude,   covenant,
          encroachment, burden,  title defect,  title retention  agreement,
          voting trust  agreement, option,  lien, right  of first  refusal,
          right of rescission, charge or other restriction or limitation of
          any nature whatsoever.

               "Permit" means any  foreign, federal,  state, municipal  and
          local   permit,    license,   registration,    consent,    order,
          administrative consent  order,  certificate,  approval  or  other
          authorization  with  respect  to   Assignor  necessary  for   the
          ownership or use of any Asset  or the conduct of the  Transferred
          Business as  it is  currently conducted  or has  been  previously
          conducted.

               "Person"  means  any  natural  person,  firm,   partnership,
          limited liability  company,  association,  corporation,  company,
          trust, business trust, Governmental Authority or other entity.

               "Release"  means  any  release,  spill,  emission,  leaking,
          pumping,  injection,  deposit,  disposal,  discharge,  dispersal,
          leaching or migration of a Contaminant into the indoor or outdoor
          environment or into or out of any Leased Real Property, including
          the movement of Contaminants through or in the air, soil, surface
          water, groundwater or Leased Real Property.

               "Remedial Action "  means actions required to (i) clean  up,
          remove, treat or  in any other  way address  Contaminants in  the
          indoor or  outdoor  environment;  (ii)  prevent  the  Release  or
          threatened  Release   or   minimize  the   further   Release   of
          Contaminants or  (iii) investigate  and determine  if a  remedial
          response is  needed  and to  design  such a  response  and  post-
          remedial investigation, monitoring, operation and maintenance and
          care.

               "Tax" means any federal,  state, provincial, local,  foreign
          or  other  income,  alternative  minimum,  accumulated  earnings,
          personal holding company,  franchise, capital  stock, net  worth,
          capital, profits, windfall profits, gross receipts, value  added,
          sales, use, goods and services, excise, customs duties, transfer,
          conveyance,   mortgage,    registration,   stamp,    documentary,
          recording, premium,  severance,  environmental  (including  taxes
          under  Section  59(A)  of  the  Code),  real  property,  personal
          property,  ad  valorem,  intangible,  rent,  occupancy,  license,
          occupational,   employment,   unemployment   insurance,    social
          security, disability, workers' compensation, payroll, healthcare,
          withholding, estimated or similar tax, duty or other governmental
          charge or  assessment  or  deficiencies  thereof,  including  all
          interest and  penalties  thereon and  additions  thereto  whether
          disputed or not.

               "Transferred  Businesses"  means,  collectively:    (i)  the
          businesses and operations of Assignor  to the extent relating  to
          the    exploration,    production,    development,    processing,
          transportation,  storage,   terminalling,   sale,   purchase   or
          marketing of sulphur, in whatever form, and of sulphuric acid, or
          the  provision  of  other   services  in  connection   therewith,
          including, without limitation, the operations conducted from  the
          Leased Real Property,  but expressly excluding  the purchase  and
          processing of sulphur by IMC-Agrico Company; (ii) the  businesses
          and  operations  of  Assignor  to  the  extent  relating  to  the
          exploration, production, development, processing, transportation,
          sale,  purchase  or    marketing  of  Hydrocarbons  produced   or
          allocable to the Leased Real Property, or the provision of  other
          services in connection therewith; (iii) to the extent not already
          included in the  description set  forth in  (i) or  (ii) of  this
          definition, all businesses and  operations located on the  Leased
          Real Property or using or consuming any of the Assets.

               2.   Assignment.  Assignor  hereby conveys, sells,  assigns,
          transfers and delivers to Assignee any  and all right, title  and
          interest of Assignor in or to (collectively, the "Assets"):

                    (i)   The assets listed  on Schedule 1 attached  hereto
          and made a part hereof;

                    (ii)  All of  the assets physically  located on any  of
          the Leased Real Property;

                    (iii)      All  books,  records  and  information  of
          Assignor recorded on any form of  media whether owned, leased  or
          licensed by Assignor, including magnetic disk, computer drives or
          microfiche, to  the  extent  the same  primarily  relate  to  and
          primarily used by or primarily in connection with the Transferred
          Business or any Asset; all advertising materials, catalogs, price
          lists,  correspondence,  mailing   lists,  lists  of   customers,
          distribution  lists,  photographs,  production  data,  sales  and
          promotional  materials  and  records,  purchasing  materials  and
          records, personnel  records,  manufacturing and  quality  control
          records and  procedures,  blueprints,  specifications,  drawings,
          schematics, research  and development  files, records,  data  and
          laboratory books, Intellectual Property filings or registrations,
          media materials  and  plates,  accounting  records,  sales  order
          files,  litigation   files,   logs,   seismic   and   geophysical
          information,  geological  and  chemical  data  and   information,
          reserve studies and evaluations, fluid samples, well cores, title
          abstracts and opinions, production data and reports, well testing
          data and reports,  and maps, to  the extent  that same  primarily
          relate to and are  used primarily by  or primarily in  connection
          with the Transferred Business or any Asset;

                    (iv)  All cash, credits,  prepaid expenses, amounts  on
          deposit, deferred  charges, advance  payments, security  deposits
          and prepaid  items owned  by,  accrued in  favor  of or  held  by
          Assignor  thereof  to  the  extent  relating  primarily  to   the
          Transferred Businesses or any Asset;

                    (v)   All notes, accounts receivable, rights to payment
          or other evidence of indebtedness generated by Assignor primarily
          in connection with the Transferred  Businesses or any Asset;  all
          cash and  cash equivalents  paid in  respect of  any such  notes,
          accounts receivable, rights to payment or other indebtedness; and
          all Liens, letters of credit, guarantees  or bonds to secure  the
          payment of all such amounts;

                    (vi)  All of the right, title and interest of  Assignor
          in and to all contracts and  agreements between Assignor, on  the
          one hand and any  third party to  the extent made  by or for  the
          primary benefit  of  the  Transferred Businesses  or  any  Asset;
          provided that the Assignor assigns the rights under the Agreement
          for Sulphur Supply dated as of  July 1, 1993 (the "IMCAC  Sulphur
          Agreement")  among  Assignor,  Assignee  and  IMC-Agrico  Company
          ("IMCAC") other than its  rights to act as  a buyer on behalf  of
          IMCAC;

                    (vii)      All  asserted  and  unasserted  Actions  now
          owned by Assignor and that are related primarily arise  primarily
          out of the Transferred Businesses or any of the Assets, including
          any claim for  royalty refunds or  rebates from  any land  owner,
          including the  United  States, and  any  claim for  balancing  of
          Hydrocarbons;

                    (viii)     All Consents  and Permits  held by  Assignor
          for the  primary benefit  of the  Transferred Businesses  or  any
          Asset;

                    (ix)  All machinery, equipment, furniture, furnishings,
          automobiles, trucks, vehicles,  vessels, boats, aircraft,  tools,
          dies, molds,  wells,  casing,  tubing,  pumping  units,  engines,
          platforms, derricks, separators, compressors, flow lines,  tanks,
          pipelines,   chemicals,   power   generation   and   transmission
          equipment,  communication  systems,  meters,  motors,  parts  and
          similar property  (including,  but not  limited  to, any  of  the
          foregoing purchased  subject to  any conditional  sales or  title
          retention agreement in favor  of any other  Person or subject  to
          any financed lease in  favor of any other  Person) to the  extent
          used primarily in connection  with the Transferred Businesses  or
          any Asset;

                    (x)    All  servitudes,   easements,  rights  of   way,
          operating  rights,   exploration  rights,   sharing   agreements,
          balancing agreements, pooling or unitization agreements,  farmout
          or farming  agreements, unit  designation and  pooling orders  or
          other rights or agreements which bear  primarily upon or are  for
          the primary benefit of the Transferred Businesses or any Asset;

                    (xi)  All sulphur,  Hydrocarbons or  other minerals  to
          the extent  produced from  or are  allocable to  the interest  of
          Assignor in and to any of the Leased Real Property.

                    (xii)      All Intellectual Property owned or  licensed
          by Assignor and all  rights thereunder or  in respect thereof  to
          the extent  relating  primarily  to or  used  primarily  or  held
          primarily for use in  connection with the Transferred  Businesses
          or any Asset, including,  but not limited to,  rights to sue  for
          and remedies  against  past,  present  and  future  infringements
          thereof, and rights of protection of interests therein under  the
          laws of any jurisdiction worldwide;

                    (xiii)     The Leases; and

                    (xiv)       any  payments  made  to  or  on  behalf  of
          Assignor or any Actions in favor of Assignor under any  insurance
          policies retained by Assignor to the extent that the same  relate
          to  any  Assumed  Liabilities;  provided  that,   notwithstanding
          Section 2(iv), Assignor shall retain all claim reserves,  prepaid
          expenses,  accruals  and  all  other  rights  to  the   insurance
          policies.

          Assignor shall amend its "occurrence" insurance policies, if any,
          to include Assignees as an additional insured with respect to any
          Assumed Liabilities  covered  by any  and  all policies  held  by
          Assignor.

               3.   Assumption of  Assumed  Liabilities.   Subject  to  the
          terms and conditions set forth in this Agreement, Assignee  shall
          assume and agree to pay, honor  and discharge when due, and  take
          all action  necessary  or  appropriate under  Applicable  Law  to
          assume, effective on or prior to the date hereof, all Liabilities
          arising from or  in connection with  the ownership,  acquisition,
          conduct or operation (past, present or future) of the Transferred
          Businesses (or any predecessor to the Transferred Businesses)  or
          any Assets or  relating to the  ownership or use  of the  Assets,
          whether arising before, on or after  the date hereof and  whether
          related  to  the  current,  past  or  future  operations  of  the
          Transferred Businesses (collectively, the "Assumed Liabilities").

          Without limitation of the foregoing, Assumed Liabilities include:

                    (a)  Any and all Liabilities  related to the  contracts
          and agreements described in Section 2 above;

                    (b)  (i)  All Liabilities  related to, associated  with
          or arising out of (A) the occupancy, operation, use or control of
          any of  the  Leased Real  Property,  (B) the  operations  of  the
          Transferred Businesses (or any predecessor thereto), in each case
          incurred under  or imposed  by any  Environmental Law  (including
          without limitation  any  Release  or threatened  Release  of  any
          Contaminant on,  in, at,  to, beneath  or  from the  Leased  Real
          Property,  including,   without   limitation,   all   facilities,
          improvements, structures  and  equipment thereon,  surface  water
          thereon or adjacent thereto and soil or groundwater thereunder or
          any conditions whatsoever on, in, at, under or in the vicinity of
          such real property), (C) the generation, handling transportation,
          storage, discharge or disposal  of any Contaminant in  connection
          with the Transferred Businesses, (D) any Remedial Action required
          under any Environmental  Law in connection  with the  Transferred
          Businesses; or  (E) any  violation of  any Environmental  Law  in
          connection with the operations of the Transferred Businesses;


                    (c)  Any  sales,  use,   transfer,  stamp,   recording,
          documentary or similar  Taxes or  any fees  and disbursements  of
          counsel, accountants, real  estate agents, appraisers,  financial
          advisors, actuaries,  consultants  or title  companies  or  other
          similar charges,  in each  case arising  out of  the  assignment,
          transfer or delivery to the Company of the Transferred Businesses
          or Assets pursuant to Section 2 in each case; and

                    (d)  Any Liabilities  arising  out  of  or  related  to
          litigation related to the current,  past or future operations  of
          the Transferred Businesses.

               4.   Consents.   In the event that Assignor shall be  unable
          to transfer  any of  the Assets  to Assignee  prior to  the  date
          hereof due to  the failure of  Assignor to  obtain any  necessary
          Consents, Assignor:   (i) shall  continue to  seek the  necessary
          Consents, in accordance with this Agreement; (ii) shall hold such
          Assets for the benefit of Assignee and cooperate with Assignee in
          any lawful and economically  feasible arrangement to insure  that
          Assignee shall receive the benefits thereof, (iii) shall hold  or
          cause to  be  held  for the  account  of  Assignee  all  accounts
          receivable or accounts payable related to Assignee's interest  in
          any such Assets accrued as, and accruing after, the date  hereof,
          (iv) shall make available to Assignee all information relating to
          such Assets to  the extent making  such information available  is
          permitted by  Applicable  Law and  the  contractual  arrangements
          relating  to  such  Assets,  (v)  shall  not  assign,   transfer,
          otherwise dispose of or grant a Lien upon any such Assets to  any
          Person other than  Assignee, and  (vi) shall  upon obtaining  the
          necessary Consents relating  to such Assets,  promptly take  such
          action as may be necessary to  complete the transfer to  Assignee
          of  such  Assets,  including  without  limitation,  all   accrued
          accounts payable and accrued accounts receivable related to  such
          Assets.  Any transfer of an Asset after the date hereof shall  be
          effective as of the date hereof.

               5.   Further Assurances.    


                    (a)  The transfer of the  Assets and the assumption  of
          the liabilities  and  obligations contemplated  herein  shall  be
          further evidenced by  the execution and  delivery by the  parties
          hereto of such acts of transfer, conveyance and assumption as may
          be reasonably requested by any party.  Each of the parties hereto
          will execute and deliver, and cause all other relevant Persons to
          execute and  deliver,  such further  instruments  of  conveyance,
          assumption and  assignment  and  will  take  such  other  actions
          (including, without limitation, (i) any changes or amendments  to
          or redelivery of such  instruments of conveyance, assumption  and
          assignment that may be necessary to vest in the Assignee title to
          or other applicable rights in the Assets and (ii) the delivery of
          originals of stock  certificates and other  similar documents  of
          title) as  any other  party may  reasonably request  in order  to
          effectuate the purposes of this Agreement.

                    (b)  Assignor shall  execute and  deliver such  further
          instruments of conveyance,  assumption and  assignment and  shall
          take such  other actions,  including,  without limitation,    any
          changes or amendments  to or  redelivery of  such instruments  of
          conveyance, assumption and assignment,  that may be necessary  to
          vest in the Assignee title to  or other applicable rights in  the
          Assets,  including without limitation  any assets that may  arise
          in the future.   Without limiting  the foregoing  in any  manner,
          Assignor shall immediately notify the appropriate Assignee in the
          event Assignor obtains  knowledge of  or reason  to believe  that
          certain assets have not been properly transferred to Assignee and
          shall take  all action  necessary to  have such  assets  properly
          transferred to Assignee as set forth herein.

                    (c)  Notwithstanding anything herein  to the  contrary,
          Assignor agrees to cause  IMCAC prior to the  date of the  Merger
          (i) to  consent  to  the assignment  to  Assignee  of  Assignor's
          interest in the IMCAC Sulphur Agreement;  and (ii) to execute  an
          amendment to the IMCAC Sulphur Agreement reasonably necessary  to
          reflect the fact that  Assignee is the  successor in interest  to
          Assignor and that the rights and obligations of the parties  have
          been divided as set forth in Section 2(a)(vi) above.  In addition
          to the foregoing, Assignee and IMC Global Inc. (which will become
          the  indirect  parent  of  IMCAC  following  the  Merger)    have
          previously executed a letter agreement clarifying the  provisions
          of Section III of the IMCAC Sulphur Agreement.

               6.   "As-is,  Where-is."  Each   of  the  parties   hereto
          understands and agrees that no party hereto is, in this Agreement
          or in  any  other  agreement or  document  contemplated  by  this
          Agreement or otherwise, representing or warranting in any way (a)
          as to the  value or  freedom from  encumbrance of,  or any  other
          matter concerning,  any of  the Assets  or (b)  as to  the  legal
          sufficiency to convey  title to  any Asset,  it being  understood
          that except as otherwise  set forth in this  Agreement or in  any
          ancillary transfer document, the  Assets are being conveyed  "As-
          is, Where-is," except for rights  or actions in warranty  against
          predecessors in  title  (other  than Assignor  or  any  prior  or
          current Affiliates thereof).   It is  understood and agreed  that
          Assignee  shall  bear  the  economic  and  legal  risk  that  any
          conveyance of  the Assets shall prove to be insufficient or  that
          Assignor's title to any such assets shall be other than good  and
          marketable and  free from  encumbrances.   Similarly, each  party
          hereto  understands   and  agrees   that  no   party  hereto   is
          representing or warranting in any way  that the obtaining of  any
          Consents  or  approvals   or  the  making   of  any  filings   or
          applications contemplated  by  this Agreement  will  satisfy  the
          provisions  of   any  or   all  applicable   agreements  or   the
          requirements of any or all applicable laws or judgments, it being
          agreed and understood that Assignee  shall bear the economic  and
          legal risk that any necessary Consents  are not obtained or  that
          any requirements  of law  or judgments  are not  complied with.  
          Notwithstanding the foregoing, the  parties shall use  reasonable
          efforts to  obtain all  Consents, and  to  make all  filings  and
          applications which may  be required for  the consummation of  the
          transactions contemplated by  this Agreement, including,  without
          limitation, all applicable regulatory  filings or consents  under
          federal or state environmental laws.

               7.   Consents.   Assignor  and Assignee  hereby  acknowledge
          that, under certain  conditions, under certain  of the  contracts
          and agreements described on  Schedule 1 hereto, Homestake  Mining
          Company (formerly Felmont  Oil Corporation) may  have a right  of
          first refusal  and a  right to  consent to  certain transfers  of
          Assignor's  rights  and  interests  under  such  documents   (the
          "Homestake Refusal Right").    Without acknowledging that any  of
          the transfers made pursuant to this Agreement are subject to  the
          Homestake Refusal Right,  Assignor and Assignee  hereby agree  as
          follows:

                    (a)  Assignor agrees  that  it  will  comply  with  the
          instructions of  Assignee with  respect to  whether and  in  what
          manner Assignor treats any of  the assignments described in  this
          Agreement as being subject to the Homestake Refusal Right:;

                    (b)  Assignor  agrees  that   it  will  structure   the
          assignments  pursuant  to  this  Agreement  in  any  manner  that
          Assignee reasonably requests, including, without limitation, as a
          contribution of the Transferred Businesses and the Assets into  a
          newly-formed subsidiary followed  by a transfer  of the stock  of
          said subsidiary; and

                    (c)  Assignee hereby  covenants and  agrees to  defend,
          indemnify and hold harmless Assignor and its officers, directors,
          employees, agents,  advisors,  representatives,  contractors  and
          subcontractors and  each of  their respective  heirs,  executors,
          successors and assigns from and against all claims,  liabilities,
          obligations,  losses,   fines,   costs,   royalties,   penalties,
          proceedings,  deficiencies,  or  damages  (whether  absolute   or
          accrued, conditional or  otherwise and whether  or not  resulting
          from third party  claims), including  out-of-pocket expenses  and
          reasonable attorneys'  and  accountants'  fees  incurred  in  the
          investigation or defense of any of  the same or asserting any  of
          their respective rights hereunder,  to the extent resulting  from
          or arising out  of the  compliance by  Assignor with  any of  the
          directions or requests made by Assignee in respect of subsections
          (a) and (b) of this section.

               8.   Notices.      All    notices,   requests   and    other
          communications under this Agreement to any party hereto shall  be
          in writing (including facsimile or similar writing) and shall  be
          given

                    If to Assignor, to:

                    IMC Global Operations Inc.
                    2100 Sanders Road
                    Northbrook, Illinois 60662
                    Attention:  General Counsel
                    Telecopier:  (847) 205-4894

                    If to Assignee, to:

                    Freeport-McMoRan Resource Partners, Limited Partnership
                    1615 Poydras Street
                    New Orleans, Louisiana  70112
                    Attention:  General Counsel
                    Telecopier:  (504) 582-4227

          or to such other address or  telecopier number as such party  may
          hereafter specify for the purpose by notice to the other parties.
           Each such  notice,  request  or  other  communication  shall  be
          effective (i) if  given  by  facsimile, when  such  facsimile  is
          transmitted to the  telecopier number specified  in this  Section
          and transmission of the appropriate number of pages is  confirmed
          or (ii) if  given  by any  other  means, when  delivered  at  the
          address specified in this Section 6.

               9.   Amendment and  Waiver. This  Agreement  may  not  be
          altered or amended, nor may rights hereunder be waived, except by
          an instrument in writing executed by  each party, or in the  case
          of a waiver  by an instrument  in writing executed  by the  party
          against whom such waiver  is to be effective.   No waiver of  any
          term, provision or condition of or  failure to exercise or  delay
          in exercising any rights or remedies under this Agreement, in any
          one or more instances, shall be deemed to be, or construed as,  a
          further  or  continuing  waiver  of  any  such  term,  provision,
          condition, right or  remedy or  as a  waiver of  any other  term,
          provision or condition of this Agreement.

               10.  Counterparts.  This Agreement may be executed in one or
          more counterparts,  each of  which shall  be deemed  an  original
          instrument but all of which together shall constitute but one and
          the same Agreement.

               11.  Governing Law.  THIS AGREEMENT SHALL  BE CONSTRUED  IN
          ACCORDANCE WITH,  AND  GOVERNED BY,  THE  LAWS OF  THE  STATE  OF
          DELAWARE.


               IN WITNESS WHEREOF,  the parties hereto  have executed  this
          Agreement as of the date first set forth above.

                                   ASSIGNOR

                                   IMC Global Operations Inc.


                                   By:  /s/ Marshall I. Smith

                                        Name: Marshall I. Smith
                                        Title: Senior Vice President


                                   ASSIGNEE

                                   Freeport-McMoRan   Resource    Partners,
                                   Limited Partnership

                                   By:      Freeport-McMoRan   Inc.,    its
                                   Administrative
                                           Managing General Partner



                                   By:  /s/ Michael J. Arnold

                                        Name: Michael J. Arnold
                                        Title: Senior Vice President