EXHIBIT 10.5

         EXECUTION COPY

                             AMENDED AND RESTATED PARENT AGREEMENT

          THIS  AMENDED  AND  RESTATED PARENT AGREEMENT (this "Agreement"),
          made as of the 1st day  of July, 1993 and amended and restated as
          of the 26th day of May, 1995  among  IMC  GLOBAL  OPERATIONS INC.
          (formerly   IMC   Fertilizer,   Inc.),   a  Delaware  corporation
          ("Operations"),  FREEPORT-  McMoRan  RESOURCE   PARTNERS  LIMITED
          PARTNERSHIP,    a    Delaware    limited   partnership   ("FRP"),
          FREEPORT-McMoRan  INC.,  a  Delaware   corporation  ("FTX"),  and
          IMC-AGRICO   COMPANY,   a   Delaware  general  partnership   (the
          "Partnership").

          WITNESSETH

          WHEREAS, pursuant to a Contribution  Agreement  dated as of April
          5, 1993, as amended (as so amended, the "Contribution Agreement")
          between  Operations and FRP, Operations and FRP agreed  to  cause
          the formation  of  the  Partnership  to  engage  in the Phosphate
          Chemicals Business, and Operations agreed to form  IMC-Agrico  GP
          Company,  a subsidiary of Operations ("IMC GPCo"), and FRP agreed
          to  form  Agrico,   Limited   Partnership,   a  Delaware  limited
          partnership,   to  be  non-managing  general  partners   of   the
          Partnership;

          WHEREAS, it was  a  condition  precedent  to  the  obligations of
          Operations and FRP under the Contribution Agreement  that each of
          Operations,  IMC  Global  Inc.   (formerly IMC Fertilizer  Group,
          Inc.),  a  Delaware  corporation ("Global"),  FTX,  FRP  and  the
          Partnership shall have  entered  into  the  Parent  Agreement, as
          originally entered into as of July 1, 1993;

          WHEREAS,  the parties hereto have approved and consented  to  (i)
          (a) the voluntary  complete  liquidation  and  dissolution of IMC
          GPCo, in accordance with the General Corporation Law of the State
          of Delaware ("Delaware Law"), (b) the admission  of Operations as
          a Partner in the Partnership in accordance with the  terms of the
          Partnership  Agreement (as defined below), (c) the assumption  by
          Operations (A)  as  of the date hereof, of 80% of all obligations
          of IMC GPCo incurred  by IMC GPCo (x) as a general partner of the
          Partnership and (y) pursuant  to  the  terms  of  the Partnership
          Agreement,  and  (B)  upon the completion of the liquidation  and
          dissolution of IMC GPCo,  of  all  remaining  obligations  of IMC
          GPCo,  (d)  the transfer to Operations of the assets, properties,
          rights and interests  of  IMC GPCo, and (e) the repurchase by IMC
          GPCo of the preferred stock  of  IMC GPCo owned by IMC-Agrico MP,
          Inc., a Delaware corporation ("MPCo")  at  its  liquidation value
          (collectively,  the  "IMC  GPCo  Liquidation"), in each  case  in
          accordance with the Agreement and  Plan  of  Complete Liquidation
          and  Dissolution dated as of May 26, 1995 among  Operations,  IMC
          GPCo and  MPCo  (the "IMC GPCo Plan of Liquidation") and (ii) (a)
          liquidation of Agrico, Inc.  ("FRP GPCo"), a Delaware corporation
          and the owner of  a  0.2% general partnership interest in the FRP
          Partner,  or the merger  of  FRP  GPCo  with  and  into  Freeport
          Chemical  Company,   a  Delaware  corporation  ("FCC"),  and  the
          liquidation of FCC or  the  merger  of  FCC with and into FTX, in
          each  case  in  accordance  with  the  FRP  GPCo/FCC/FTX   Merger
          Documents (the "FRP GPCo/FCC/FTX Mergers"), with the result  that
          FTX  shall  become  the  owner  of  such 0.2% general partnership
          interest in the FRP Partner and shall have assumed as of the date
          of completion of such FRP GPCo/FCC/FTX Mergers all obligations of
          FRP GPCo and FCC, (b) the repurchase by FRP GPCo of the preferred
          Stock of FRP GPCo owned by MPCo at its liquidation value, and (c)
          at  the  option  of  FTX  AND  FRP,  the merger,  liquidation  or
          dissolution of the FRP Partner under Delaware Law at some time in
          the future (or the transfer by the FRP Partner of its Partnership
          Interests to FRP or an Affiliate of FRP) and the admission of FRP
          or an Affiliate of FRP as a Partner in  the  Partnership, in each
          case, in accordance with this Agreement, the Amended and Restated
          Partnership  Agreement  dated  as  of July 1, 1993,  and  further
          amended and restated as of May 26, 1995,  among IMC GPCo, the FRP
          Partner   and  MPCo  (the  "Partnership  Agreement"),   and   the
          Amendment,  Waiver and Consent Agreement dated as of May 26, 1995
          among Global,  Operations,  IMC GPCo, MPCo, IMC-Agrico Company, a
          Delaware general partnership,  FTX,  FRP and the FRP Partner (the
          "Amendment, Waiver and Consent Agreement");

          WHEREAS, the above described transactions  are to be accomplished
          in the following manner:
          (i) with respect to the liquidation and dissolution  of IMC GPCo,
          80%  of  the  interests  of  IMC  GPCo  shall  be transferred  to
          Operations effective as of May 26, 1995 (except  that 100% of IMC
          GPCo's 50% common stock interest in MPCo shall be  transferred to
          Operations  as  of May 26, 1995) and the preferred stock  of  IMC
          GPCo owned by MPCo  shall  be  repurchased  by  IMC  GPCo  at its
          liquidation  value  as  of  May  26,  1995 (the "Initial IMC GPCo
          Liquidating  Distribution"),  with  the  remaining  20%  of  such
          interests (other than IMC GPCo's common stock  interest  in MPCo)
          to  be transferred to Operations (the "Final IMC GPCo Liquidating
          Distribution") in accordance with the following time schedule and
          the terms of the IMC GPCo Plan of Liquidation:

                (A)  if  (x)  FTX  and  FRP  elect by written notice to the
                Partners and the Partnership,  after  November 30, 1995 and
                on  or  prior  to  June  4,  1996,  to  cause  the  merger,
                liquidation  or  dissolution  of  the  FRP Partner (or  the
                transfer by the FRP Partner of its Partnership Interests to
                FRP  or  an  Affiliate  of  FRP)  as contemplated  by  this
                Agreement,  the Partnership Agreement  and  the  Amendment,
                Waiver  and  Consent   Agreement   and   (y)  such  merger,
                liquidation  or  dissolution  of the FRP Partner  (or  such
                transfer  of its Partnership Interests)  is  completed  not
                earlier than June 5, 1996 and not later than June 15, 1996,
                the  Final  IMC  GPCo  Liquidating  Distribution  shall  be
                undertaken promptly after June 22, 1997;

                (B) if (x) FTX  and  FRP  elect  by  written  notice to the
                Partners and the Partnership, after November 30,  1995  and
                on  or  prior  to  June  4,  1996,  to  cause  the  merger,
                liquidation  or  dissolution  of  the  FRP  Partner (or the
                transfer by the FRP Partner of its Partnership Interests to
                FRP  or  an  Affiliate  of  FRP)  as  contemplated by  this
                Agreement,  the  Partnership Agreement and  the  Amendment,
                Waiver  and  Consent   Agreement,   but  (y)  such  merger,
                liquidation  or  dissolution of the FRP  Partner  (or  such
                transfer of its Partnership  Interests) is not completed by
                June 15, 1996, the Final IMC GPCo  Liquidating Distribution
                shall  be  undertaken  after  June 15, 1996  and  shall  be
                completed no later than June 30, 1996; and

                (C) if FTX and FRP do not elect,  after  November  30, 1995
                and  on  or  prior  to  June  4, 1996, to cause the merger,
                liquidation  or  dissolution of the  FRP  Partner  (or  the
                transfer by the FRP Partner of its Partnership Interests to
                FRP  or  an  Affiliate  of  FRP)  as  contemplated  by  the
                Amendment, Waiver and Consent Agreement, the Final IMC GPCo
                Liquidating Distribution  shall be undertaken after June 4,
                1996 and shall be completed by June 30, 1996; and

          (ii)  with  respect  to  such  optional  merger,  liquidation  or
          dissolution  of  the  FRP  Partner  (or   such  transfer  of  its
          Partnership   Interests),  such  option  may  be   exercised   in
          accordance with  the  terms  of the Partnership Agreement and the
          Amendment,  Waiver  and Consent  Agreement:  at  any  time  after
          November 30, 1995 and  on or prior to June 4, 1996; provided that
          if FTX and FRP exercise  such option on or prior to June 4, 1996,
          their right to cause such  merger,  liquidation or dissolution of
          the FRP Partner (or such transfer of  its  Partnership Interests)
          at that time will be forfeited unless such merger, liquidation or
          dissolution  of  the  FRP  Partner  (or  such  transfer   of  its
          Partnership Interests) is completed not earlier than June 5, 1996
          and not later than June 15, 1996; provided further that if  after
          November  30,  1995  and  on or prior to June 4, 1996 FTX and FRP
          exercise such option, but such merger, liquidation or dissolution
          of  the  FRP  Partner  (or  such   transfer  of  its  Partnership
          Interests) is not completed on or prior to June 15, 1996, FTX and
          FRP  will  have  an  additional  option  to  cause  such  merger,
          liquidation or dissolution of the FRP Partner  (or  such transfer
          of  its Partnership Interests) at any time after July  15,  1997;
          and provided  further  that  if after November 30, 1995 and on or
          prior to June 4, 1996, FTX and  FRP  do not exercise their option
          to  cause  the  merger,  liquidation or dissolution  of  the  FRP
          Partner (or the transfer of  its  Partnership Interests), FTX and
          FRP will have the right to exercise such option at any time after
          July  15,  1997;  provided  however  that,   notwithstanding  the
          provisions  of  this  paragraph  (ii),  FTX  and FRP  may  merge,
          liquidate   or   dissolve  the  FRP  Partner  (or  transfer   its
          Partnership Interests)  in  accordance  with  the  terms  of  the
          Amendment,  Waiver  and  Consent Agreement at any time so long as
          FTX and FRP bear, and assume  liability for, any expense, cost or
          loss (including any increase in taxes, other than any increase in
          income taxes which arises solely from the timing of the reporting
          of  income, deductions and credits  attributable  to  the  normal
          business   activities   of   the  Partnership)  suffered  by  the
          Partnership, any other Partner  or  any  of their Related Persons
          resulting therefrom; and

          WHEREAS, the IMC GPCo Liquidation, the FRP  GPCo/FCC/FTX  Mergers
          and  such optional merger, liquidation or dissolution of the  FRP
          Partner  (or  such transfer of its Partnership Interests) make it
          necessary and desirable  to  amend and restate certain provisions
          of  the  Parent  Agreement  as originally  entered  into  by  the
          parties.

          NOW, THEREFORE, in consideration  of the foregoing and the mutual
          obligations  contained  herein,  the  parties   hereto  agree  as
          follows:

                1.0  Defined  Terms.   Except as otherwise defined  herein,
          capitalized terms used in this  Agreement  shall have the meaning
          ascribed to such terms in Exhibit A to the Amended  and  Restated
          Partnership  Agreement,  dated  as  of  July  1, 1993 and further
          amended  and  restated  as  of  May  26,  1995  among  IMC  GPCo,
          Operations,  the  FRP Partner and MPCo, as managing partner  (the
          "Managing Partner").  During the period subsequent to the Initial
          IMC GPCo Liquidating Distribution and prior to the Final IMC GPCo
          Liquidating Distribution, the term "IMC Partner," as used herein,
          shall (except as otherwise  indicated in this Agreement) refer to
          IMC GPCo and Operations, collectively;  subsequent  to  the Final
          IMC  GPCo  Liquidating  Distribution,  such  term shall refer  to
          Operations; and at all such times, such term shall  refer  to any
          other  Affiliate  of Operations which succeeds to the Partnership
          Interests of IMC GPCo  or  Operations  by  means of the purchase,
          transfer, assignment or other conveyance or  succession  of  such
          Partnership  Interests  in  accordance  with  the  terms  of  the
          Partnership Agreement.

                2.0  Other  and/or  Competing Businesses. Each of FTX, FRP,
          Global and Operations agrees  that  neither  it  nor  any  of its
          Affiliates  will,  directly or indirectly, anywhere in the world,
          own, manage, operate,  control  or invest in any business that is
          engaged  in  the  Phosphate  Chemicals   Business  without  first
          complying  with  the  provisions  of  Section  2.08(b)   of   the
          Partnership Agreement, it being understood that (i) purchases and
          resales  of  phosphate  chemicals  in  Canada  by  Affiliates  of
          Operations  in  volumes  not  materially greater than the amounts
          indicated on Schedule 9.12 to the  Partnership Agreement and (ii)
          the  conduct  of  the  business  of  the  Rainbow   Division   of
          Operations,   substantially  as  currently  conducted  shall  not
          constitute a breach  or  violation  of  this  Section 2.0. If FRP
          desires  to  expand  its  existing  operations  (or pursue  other
          business  opportunities  which  are  part  of or related  to  the
          Phosphate  Chemicals  Business)  in Sri Lanka or  to  pursue  the
          opportunities  described  in  the  memorandum   of  understanding
          between  FTX  and Ercros, S.A. relating to FESA and  ENFERSA,  it
          shall  first offer  such  opportunities  to  the  Partnership  in
          accordance   with  the  provisions  of  Section  2.08(b)  of  the
          Partnership Agreement; provided that if the Partnership elects to
          pursue any of such opportunities, the Partnership shall reimburse
          FRP in an amount  equal  to  the  direct costs incurred by FRP in
          connection with developing such opportunity  prior to the date of
          the   Partnership's   election   to   pursue   such  opportunity.
          Notwithstanding  the  foregoing,  any  Person  that  acquires  or
          succeeds to (or whose Affiliate acquires or succeeds to)  any  of
          the  Partnership  Interest  in  which  Affiliates  of FTX, FRP or
          Operations  currently  have  an  interest  (or  any  Person  that
          directly  or  indirectly  has  or  acquires  an interest in  such
          Partnership Interest) shall not be subject to  the  provisions of
          this Section 2.0 with respect to any business conducted  by  such
          Person  or  its  Affiliates  that  is  conducted substantially as
          conducted  on  the  date  of  such  acquisition   or  succession.
          Notwithstanding the foregoing, nothing contained in  this Section
          2.0  shall prevent FTX, FRP, Global, Operations or any  of  their
          respective Affiliates from (A) owning, directly or indirectly, an
          aggregate  of less than five percent (5%) of the common stock of,
          or  other ownership  interest  in,  any  Person  engaged  in  the
          Phosphate Chemicals Business or (B) acquiring (by stock purchase,
          asset  purchase,  merger,  consolidation or otherwise) any Person
          engaged in the Phosphate Chemicals  Business  so  long as (I) the
          revenues  derived  by  such  Person from its Phosphate  Chemicals
          Business represent (and can reasonably be expected to continue to
          represent) less than ten percent  (10%)  of the total revenues of
          such  Person  and  (II)  the Person acquiring  such  Person  (the
          "Acquiring Person") either offers to sell such Person's Phosphate
          Chemicals Business to the   Partnership  at its fair market value
          or  sells  such  Person's  Phosphate  Chemicals  Business  to  an
          independent third Person, it being understood  that,  in the case
          of this clause (B), the Acquiring Person may continue to  own and
          operate, directly or indirectly, such acquired Person's Phosphate
          Chemicals  Business  if  it  has  offered  to sell such Phosphate
          Chemicals  Business  to the Partnership in accordance  with  this
          sentence and (x) if any  Affiliate  of  the  FRP  Partner  is the
          Acquiring  Person,  two  (2)  Policy Committee Representatives or
          Alternates of the IMC Partner (or  any combination thereof) fail,
          on behalf of the Partnership, to accept  such offer within thirty
          (30) days of such offer to sell, or (y) if  any  Affiliate of IMC
          GPCo  or  Operations  is  the  Acquiring  Person, two (2)  Policy
          Committee Representatives or Alternates of  the  FRP  Partner (or
          any  combination  thereof) fail, on behalf of the Partnership  to
          accept such offer within  thirty (30) days of such offer to sell.
          Each party acknowledges and  agrees  that the covenants contained
          in this Section 2.0 have been negotiated  in  good  faith  by the
          parties  hereto,  and are reasonable and are not more restrictive
          or broader than necessary to protect the interests of the parties
          hereto, and would not achieve their intended purpose if they were
          on different terms  or  for  periods  of  time  shorter  than the
          periods   of  time  provided  herein  or  were  applied  in  more
          restrictive  geographical  areas  than  are provided herein. Each
          party further acknowledges and agrees that  the  business  of the
          Partnership  is  highly  competitive,  that no party hereto would
          enter into this Agreement but for the covenants contained in this
          Section 2.0 and that such covenants are  essential to protect the
          interests  of  the parties hereunder. If any  provision  of  this
          Section 2.0 is held  to  be unenforceable because of the scope or
          area of its applicability,  the  court  making such determination
          shall have the power to modify such scope  and  area or either of
          them,  and  such  provision  shall  then  be applicable  in  such
          modified form.

                3.0 Interests in IMC GPCo, FRP GPCo and  the  FRP  Partner;
          Appointment of CEOs.

          (a) At any time that the IMC Partner (which for purposes of  this
          Section  3.0 and Section 4.0 of this Agreement shall mean, during
          the  IMC  GPCo   Liquidation   Period,  either  of  IMC  GPCo  or
          Operations)  is a Special Purpose  Partner,  neither  Global  nor
          Operations shall, without the prior written consent of FRP, cause
          or permit such  IMC  Partner  to  issue  to any Person other than
          Global or Operations or their respective Affiliates  any  capital
          stock  or other equity interests other than its capital stock  or
          other equity  interests  issued  and outstanding on the date such
          IMC Partner became a Special Purpose  Partner (which, in the case
          of IMC GPCo, shall be July 1, 1993); and  Provided, in each case,
          that  FRP's  written consent shall not be unreasonably  withheld,
          but the granting  of  such consent may be conditioned upon, among
          other  things  (I)  such  IMC   Partner's   compliance  with  the
          applicable  provisions of this Section 3.0 with  respect  to  the
          issuance of such capital stock and (ii) FRP's being satisfied, in
          its reasonable  discretion,  that  the  issuance  of such capital
          stock   is   being   undertaken   in   a  transaction  and  under
          circumstances that will not result in any  material  liability of
          such IMC Partner.

          (b) (i) Without the prior written consent of Operations,  neither
          FRP  nor  FTX  shall  cause  or  permit  FRP  GPCo,  prior to the
          completion of the FRP GPCo/FCC/FTX Mergers, to issue to any party
          other  than  FTX  or its Affiliates (other than FRP) any  capital
          stock  of  FRP GPCo other  than  its  capital  stock  issued  and
          outstanding  on  July  1, 1993, and (ii) at any time that the FRP
          Partner is a Special Purpose  Partner, neither FRP nor FTX shall,
          without the prior written consent  of Operations, cause or permit
          the FRP Partner to issue to any Person  other  than FRP or FTX or
          their  respective Affiliates any partnership interests  or  other
          equity interests  in  the  FRP Partner other than the partnership
          interests or other equity interests issued and outstanding on the
          date such FRP Partner became  a Special Purpose Partner (which in
          the case of Agrico, Limited Partnership,  shall be July 1, 1993);
          provided,  in each case, that Operations' written  consent  shall
          not be unreasonably  withheld,  but  the granting of such consent
          may be conditioned upon, among other things (i) FRP GPCo's or the
          FRP Partner's, as the case may be, compliance with the applicable
          provisions of this Section 3.0 with respect  to  the  issuance of
          such  capital stock or partnership or other equity interests  and
          (ii) Operations'  being  satisfied, in its reasonable discretion,
          that the issuance of such  capital  stock or partnership or other
          equity interests is being undertaken  in  a transaction and under
          circumstances that will not result in any material  liability  of
          FRP GPCo or the FRP Partner, as the case may be.

          (c)  Global  and Operations will, and will cause their Affiliates
          to, use all commercially  reasonable  efforts  to assure that the
          Chief  Executive  Officer  from  time  to time of their  Ultimate
          Parent is appointed to serve as the CEO  of the IMC Partner.  FTX
          will,  and  will  cause its Affiliates to, use  all  commercially
          reasonable efforts  to assure that the Chief Executive Officer of
          its Ultimate Parent is  appointed to serve as the CEO of FRP GPCo
          (until completion of the FRP GPCo/FCC/FTX Mergers) and any future
          general partner (or controlling  stockholder)  of the FRP Partner
          other than FTX.  Such efforts will in each case  include  without
          limitation  voting,  and  causing  its  Affiliates  to  vote, all
          capital  stock  of  IMC GPCo and/or Operations or of FRP GPCo  or
          such other future general partner (or controlling stockholder) of
          the FRP Partner other  than  FTX, as the case may be, in favor of
          such appointment.

          (d) Except in compliance with this Section 3.0(d):

                (i) at any time that the  IMC  Partner is a Special Purpose
                Partner, neither Global nor Operations shall sell, transfer
                or  otherwise  dispose of any capital  stock  of  or  other
                equity interest  in  such  IMC  Partner to any Person other
                than an Affiliate of Operations or  Global, as the case may
                be;

                (ii)  prior  to  the  completion  of  the FRP  GPCo/FCC/FTX
                Mergers, FTX shall not sell, transfer or  otherwise dispose
                of any capital stock of FRP GPCo to any Person  other  than
                an Affiliate of FTX (other than FRP); and

                (iii) at any time that the FRP Partner is a Special Purpose
                Partner,  neither  FTX  nor  FRP  shall  sell,  transfer or
                otherwise  dispose  of  any  partnership interest or  other
                equity interest in the FRP Partner to any Person other than
                an Affiliate of FRP or FTX, as the case may be.

          If (with respect to actions relating  to (i) the capital stock of
          or other equity interests in the IMC Partner,  at  any  time that
          such  IMC  Partner is a Special Purpose Partner, (ii) the capital
          stock of or  other  equity  interests  in  FRP GPCo, prior to the
          completion of the FRP GPCo/FCC/FTX Mergers, (iii) the partnership
          interest  or other equity interests in the FRP  Partner,  at  any
          time that the  FRP  Partner is a Special Purpose Partner, Global,
          Operations, such IMC  Partner,  FRP, FRP GPCo, the FRP Partner or
          FTX  or  any of their respective Affiliates  (in  any  case,  the
          "Soliciting  Person")  desires to sell or otherwise dispose of to
          any  third party (other than  an  Affiliate  of  such  Soliciting
          Person),  or  to solicit bids from any third party (other than an
          Affiliate of such  Soliciting  Person)  to  purchase or otherwise
          acquire,  directly  or  indirectly,  all  or any portion  of  the
          capital stock of or other equity interests in such IMC Partner or
          FRP GPCo, or any partnership interest or other  equity  interests
          in  the  FRP Partner, or to issue (other than to an Affiliate  of
          such Soliciting  Person)  any  capital  stock  of or other equity
          interests
          in  such IMC Partner or FRP GPCo or any partnership  interest  or
          other   equity   interests  in  the  FRP  Partner  (the  "Subject
          Interest"), such Soliciting  Person  shall  (i) if the Soliciting
          Person  is  Global,  Operations,  such  IMC  Partner   or   their
          Affiliates,  notify  FRP in writing of its desire to sell (or the
          desire of such IMC Partner  to  issue)  such  Subject Interest or
          (ii)  if  the Soliciting Person is FTX, FRP, FRP  GPCo,  the  FRP
          Partner or  their Affiliates, notify Operations in writing of its
          desire to sell  (or  the desire of the FRP Partner or FRP GPCo to
          issue) such Subject Interest.  The  notice  referred  to  in  the
          preceding  sentence  is hereinafter referred to as the "Notice of
          Intent to Transfer", and  the  Person  receiving  the  Notice  of
          Intent  to  Transfer  is hereinafter referred to as the "Notified
          Person". For a period (the  "No-Shop  Interval")  of  thirty (30)
          days  following  the  date it gives Notice of Intent to Transfer,
          and during the duration  of  any Negotiation Interval (as defined
          below), neither the Soliciting  Person nor any of its Affiliates,
          officers, directors, employees, representatives  or  agents will,
          without  the  prior  written  consent  of  the  Notified  Person,
          commence  or  continue any discussions, negotiations or exchanges
          of information  with  any  Person  other than the Notified Person
          with respect to the issuance or sale  of  the  Subject  Interest.
          During  the No-Shop Interval, both the Soliciting Person and  the
          Notified  Person  shall co- operate with each other by exchanging
          all due diligence materials  they deem to be reasonably necessary
          to determine the price and terms  of  any potential offer. If the
          Notified Person makes a bona fide offer  to  purchase the Subject
          Interest  prior  to  the  end of the No-Shop Interval,  then  the
          Soliciting Person and the Notified Person shall negotiate in good
          faith for the purchase and  sale  of the Subject Interest and the
          No-Shop Interval shall be extended  for  fifteen  (15)  days (the
          "Negotiation  Interval");  provided that a decision to accept  or
          reject shall be in the sole  discretion of the Soliciting Person.
          If  the  Notified Person fails to  make  a  bona  fide  offer  to
          purchase the Subject Interest (the making or failure to make such
          offer being  in  its  sole discretion) prior to the expiration of
          the  No-Shop  Interval, or  if  the  Soliciting  Person  and  the
          Notified Person  fail  to  execute a letter of intent relating to
          the  purchase  and  sale of the  Subject  Interest  or  terminate
          negotiations prior to the expiration of the Negotiation Interval,
          then the Soliciting Person  may,  but  shall not be obligated to,
          immediately commence discussions, negotiations  or  exchanges  of
          information  with,  and/or issue or sell its Subject Interest to,
          any third party; provided that if the Notified Person made a bona
          fide offer during the  No-Shop  Interval,  the  Soliciting Person
          shall not so issue or sell the Subject Interest to  a third party
          unless  (i)  definitive,  binding  agreements  relating  to  such
          issuance  or  sale  are  executed within two hundred twenty (220)
          days of the expiration of the Negotiation Interval, (ii) the cash
          value of the consideration  received in connection with such sale
          is at least equal to 95% of the  cash value of such offer made by
          the  Notified  Person  and  (iii)  the   transferee  (and,  where
          appropriate to create the same protections  as  existed  prior to
          such  transfer,  the ultimate parent entity and the direct parent
          of such transferee) of such Subject Interest agrees in writing to
          be bound by the terms  of  this Agreement as if it had originally
          been a party hereto.

          The cash value of such issuance  or  sale  and  the cash value of
          such  offer  by  the  Notified  Person,  respectively,  shall  be
          determined  by agreement between the Soliciting  Person  and  the
          Notified Person  (i)  in  the  case  of  the  cash  value of such
          issuance or sale, within ten (10) days following the execution of
          definitive,  binding  agreements by the parties relating  thereto
          and (ii) in the case of  the  cash  value  of  such  offer by the
          Notified  Person, within ten (10) days following the earliest  to
          occur  of  (A)   the  termination  of  negotiations  between  the
          Soliciting Person  and the Notified Person and (B) the expiration
          of the Negotiation Interval,  provided  that if such agreement is
          not reached during either of such ten (10)  day periods, then, in
          either such case, such cash value shall be determined by means of
          the  Appraisal  Procedure, with the expense thereof  to  be  paid
          fifty percent (50%)  by  the  Soliciting Person and fifty percent
          (50%)  by the Notified Person and  with  the  determination  made
          thereby being final, unappealable, binding on both the Soliciting
          Person and  the Notified Person and enforceable in a court of law
          or equity. After  the expiration of such two hundred twenty (220)
          day period, such Subject  Interest  shall again be subject to the
          terms of this Section 3.0. The failure  of  either the Soliciting
          Person or the Notified Person to exercise its  rights  under this
          Section  3.0 shall not be deemed to be a waiver of its respective
          rights under  this Section 3.0 with respect to subsequent Subject
          Interests.

          (e) The restrictions  contained  in  this  Section  3.0 shall not
          apply to bona fide pledges or other transfers as security,  which
          shall be subject to Section 4.0 below.

          (f)  Notwithstanding  any  other  provision of this Agreement, no
          transfer described in this Section  3.0  (whether to an Affiliate
          of  the  transferor  or otherwise) may be made  unless  (i)  such
          transfer is pursuant to a written agreement pursuant to which the
          transferee (and, where appropriate to create the same protections
          as existed prior to such transfer, the ultimate parent entity and
          the direct parent of such  transferee)  agrees to be bound by all
          of the terms of this Agreement as if it were  originally  a party
          hereto,  and  (ii) such transfer does not cause a termination  of
          the Partnership for Federal income tax purposes.

                4.0 Liens.  None  of Operations, Global, FRP or FTX may (i)
          with respect to interests in the capital stock of or other equity
          interest in the IMC Partner, at any time that such IMC Partner is
          a Special Purpose Partner,  (ii) with respect to interests in the
          capital stock of or other equity  interests in FRP GPCo, prior to
          the completion of the FRP GPCo/FCC/FTX  Mergers),  and (iii) with
          respect to partnership interests or other equity interests in the
          FRP  Partner,  at  any  time  that  the  FRP Partner is a Special
          Purpose  Partner, except with the consent of  the  others  (which
          consent  may  be  granted  or  withheld  in  such  Person's  sole
          discretion),  create  or permit to exist, directly or indirectly,
          any Lien on its partnership interest or other equity interests in
          the FRP Partner or any  portion  thereof, or in its capital stock
          of or other equity interests in such  IMC  Partner or FRP GPCo or
          any  portion  thereof  (except  (i) Liens for current  taxes  not
          delinquent   or  taxes  being contested  in  good  faith  and  by
          appropriate proceedings,  (ii)  Liens  arising  in  the  ordinary
          course  of  business for sums not due or sums being contested  in
          good  faith  and  by  appropriate  proceedings  and  (iii)  Liens
          pursuant to bona  fide credit arrangements provided that a Person
          providing credit pursuant  to such arrangements shall acknowledge
          that, if such Person acquires  ownership  of any such interest or
          capital stock, such interest or capital stock  shall nevertheless
          be  subject to all of the terms hereof). Any attempt  by  any  of
          Global,  Operations,  FRP or FTX so to create or permit to exist,
          directly or indirectly,  any  Lien (other than the excepted Liens
          described in this Section 4.0 above)  on its partnership interest
          or  other  equity  interests in the FRP Partner  or  any  portion
          thereof or in its capital  stock  of or other equity interests in
          such IMC Partner or FRP GPCo, or any  portion  thereof  shall  be
          null,  void ab initio and of no force and effect. Notwithstanding
          anything  to the contrary contained herein, if any Person obtains
          a Lien on a partnership interest or other equity interests in the
          FRP Partner  or the capital stock of or other equity interests in
          such IMC Partner  or FRP GPCo during a period during which such a
          Lien could not be granted  to  such Person in accordance with the
          terms of this Section 4.0 and forecloses  on  such Lien, any sale
          or other disposition to any Person other than the  holder of such
          Lien  in  conjunction with or following such foreclosure  of  the
          partnership interest or other equity interests in the FRP Partner
          or the capital  stock  of  or  other equity interests in such IMC
          Partner or FRP GPCo upon which such  Person  foreclosed  shall be
          subject  to  the  terms of Section 3.0 hereof (including, without
          limitation, that the  Person  shall  have the obligations of FTX,
          FRP, Global and Operations under such Section 3.0 and such Person
          shall perform such obligations in the  context  of  a transfer to
          any  other  Person in conjunction with or following a foreclosure
          as if such was a transfer to which Section 3.0 applied).

                5.0 Standstill With Respect to Operations and Global. Until
          the date that is five years following the earlier of (a) the date
          the Partnership  ceases  to  exist  or (b) the earliest date upon
          which neither FRP nor any of its Affiliates is a Partner, none of
          FRP, FTX, any successor to FTX as Administrative Managing General
          Partner of FRP, the chief executive officer  of FTX as of July 1,
          1993 nor any Person controlled by any of them  shall, directly or
          indirectly, without the prior written consent of  Operations  and
          Global,  (i) acquire, or offer or agree to acquire, any shares of
          common stock  of  Operations or Global, or securities convertible
          or exchangeable into,  or  rights  to  acquire, such common stock
          (collectively,  the  "IMC  Common Shares")  (provided  that  this
          clause (i) shall not restrict  the chief executive officer of FTX
          as of July 1, 1993, or any benefit  or similar plan (with respect
          to  assets  that  are  under  independent   management)  that  is
          maintained for employees of FRP, of FTX or any  successor  to FTX
          as  the Administrative Managing General Partner of FRP or of  any
          Person  controlled  by  either of them from acquiring up to 2% of
          the outstanding common stock  of  either  of Operations or Global
          solely  for investment), (ii) solicit proxies  or  consents  with
          respect to  the  common  stock  of Operations or Global, become a
          participant in any election contest  relating  to the election of
          directors  of  Operations  or  Global  or  initiate,  propose  or
          otherwise  solicit  holders of the common stock of Operations  or
          Global  with  respect  to  any  proposal,  (iii)  form,  join  or
          participate in a group within  the meaning of Section 13(d)(3) of
          the Securities Exchange Act of 1934,  as amended, with respect to
          the  common  stock  of  Operations  or Global,  (iv)  arrange  or
          participate in the arranging of financing  for  the  purchase  of
          shares  of the common stock of Operations or Global, (v) propose,
          disclose   any   intent  to  propose  or  contact  any  officers,
          employees, directors,  stockholders  or  agents  of Operations or
          Global  or  any  other  Person  or  entity  with respect  to  any
          acquisition of shares of the common stock of Operations or Global
          or acquisition, business combination, recapitalization or similar
          transaction  with  respect  to  Operations  or  Global  or  their
          respective Affiliates or any material amount of their  assets, or
          request any waiver, amendment or termination of the provisions of
          this Section 5.0 or (vi) attempt in any way to control Operations
          or  Global;  provided  that,  notwithstanding clauses (i) through
          (vi) of this Section 5.0, FRP,  FTX,  any successor to FTX as the
          Administrative Managing General Partner of FRP or representatives
          of any either of them may make any proposals or communications to
          Operations or Global or their respective  senior  officers  or to
          representatives  of  Operations  or  Global  which do not require
          public disclosure to be made.

                6.0 Standstill With Respect to FRP and FTX.  Until the date
          that  is  five  years following the earlier of (a) the  date  the
          Partnership ceases  to  exist or (b) the earliest date upon which
          neither Operations nor any  of  its Affiliates is a Partner, none
          of  Operations,  Global  nor  their  respective  chief  executive
          officers as of July 1, 1993 nor any Person  controlled  by either
          of them shall, directly or indirectly, without the prior  written
          consent  of  the  Administrative Managing General Partner of FRP,
          (i) (A) acquire, or  offer  or  agree to acquire, any partnership
          interests or depositary units representing  partnership interests
          of FRP, or securities convertible or exchangeable into, or rights
          to  acquire,  such  partnership  interests  or  depositary  units
          representing    partnership    interests    (collectively,    the
          "Partnership  Units")  or  (B)  acquire,  or offer  or  agree  to
          acquire,  any  shares  of  common  stock  of FTX,  or  securities
          convertible  or  exchangeable into, or rights  to  acquire,  such
          common stock (collectively,  the  "FTX  Common Shares") (provided
          that  this  clause  (i)  shall not restrict the  chief  executive
          officer of Global or Operations  as  of  July  1,  1993,  or  any
          benefit  or  similar  plan (with respect to assets that are under
          independent management)  that  is  maintained  for  employees  of
          Operations  or of Global or of any Person controlled by either of
          them from acquiring  up  to  2%  of  either  of  the  outstanding
          Partnership  Units  or  FTX Common Shares solely for investment),
          (ii) solicit proxies or consents  with respect to the Partnership
          Units  or  the FTX Common Shares, become  a  participant  in  any
          election contest relating to the removal or election of a general
          partner of FRP  or  the election of directors of FTX or initiate,
          propose or otherwise  solicit holders of the Partnership Units or
          the FTX Common Shares with  respect  to any proposal, (iii) form,
          join  or participate in a group within  the  meaning  of  Section
          13(d)(3) of the Securities Exchange Act of 1934, as amended, with
          respect  to  the Partnership Units or the FTX Common Shares, (iv)
          arrange or participate  in  the  arranging  of  financing for the
          purchase of Partnership Units or FTX Common Shares,  (v) propose,
          disclose   any   intent  to  propose  or  contact  any  officers,
          employees, directors, stockholders or agents of FRP or FTX or any
          other  Person  or entity  with  respect  to  any  acquisition  of
          Partnership Units  or  FTX Common Shares or acquisition, business
          combination, recapitalization or similar transaction with respect
          to  FRP or FTX or their respective  Affiliates  or  any  material
          amount  of  their  respective  assets,  or  request  any  waiver,
          amendment  or termination of this Section 6.0 or (vi) attempt  in
          any way to control  FRP  or  FTX;  provided that, notwithstanding
          clauses (i) through (vi) of this Section  6.0, Operations, Global
          or representatives of either of them may make  any  proposals  or
          communications  to  FRP  or  FTX  or  the Administrative Managing
          General Partner of FRP or their respective  senior officers or to
          representatives  of  FRP  or  FTX or the Administrative  Managing
          General Partner of FRP which do  not require public disclosure to
          be made.

                7.0 Access. On and after the  Closing  Date, Operations and
          FRP will give each other and their respective  agents  reasonable
          access  to  its  and  its Affiliates' properties, books, records,
          employees  and  auditors   to  the  extent  necessary  to  permit
          Operations or FRP, as the case  may  be,  to determine any matter
          relating  to  its rights and obligations under  the  Contribution
          Agreement or to  any period ending on or before the Closing Date;
          provided that any  such  access  by  Operations  or FRP shall not
          unreasonably  interfere with the conduct of the business  of  the
          Person granting  such access. The Person granted such access will
          hold, and will use  all  commercially reasonable efforts to cause
          its   respective   officers,  directors,   partners,   employees,
          accountants, counsel,  consultants,  advisors and agents to hold,
          in  confidence,  unless  compelled  to disclose  by  judicial  or
          administrative  process  or  by other requirements  of  law,  all
          confidential  documents  and information  concerning  the  Person
          granting such access or its  Contributed  Business provided to it
          pursuant to this Section 7.0.

                8.0 Release of Guaranties. As promptly  as  practical after
          the  Closing  Date,  each  of  Operations and FRP shall  use  all
          commercially reasonable efforts  to cause the Partnership to have
          each  of  Operations  and  FRP  and their  respective  Affiliates
          released  from its financial obligations  under  any  letters  of
          credit, surety bonds or guaranties outstanding as of July 1, 1993
          pursuant to  which  Operations  or  FRP,  as the case may be, has
          guaranteed the obligations of its Contributed  Business  to third
          parties.

                9.0 Tax Information and Other Reports.

          (a)  Each  of Operations and FRP shall provide to the Partnership
          such information,  if  any, as may be required by the Partnership
          for purposes of preparing  all necessary federal, state and local
          Partnership income tax returns and information returns.

          (b)  Operations  and FRP shall  cause  the  Managing  Partner  to
          provide to each of  the  shareholders of the Managing Partner (A)
          unaudited financial statements  of the Managing Partner within 30
          days after the end of each of the  first  three  quarters  of its
          fiscal  year,  and  (B)  audited  financial statements, including
          notes, of the Managing Partner within  90  days  after the end of
          its fiscal year.

                10.0 Certain Actions.

          (a) The parties hereto shall not take any action with  respect to
          (i) the Initial IMC GPCo Liquidating Distribution, (ii) the Final
          IMC  GPCo  Liquidating  Distribution,  (iii) the FRP GPCo/FCC/FTX
          Mergers, (iv) the optional merger, liquidation  or dissolution of
          the  FRP  Partner (or the transfer of its Partnership  Interests)
          contemplated  by  the  Amendment, Waiver and Consent Agreement or
          (v) any related transactions  in  violation  of the provisions of
          this Agreement, the Partnership Agreement, the  Amendment, Waiver
          and  Consent  Agreement  or the IMC GPCo Plan of Liquidation  (in
          each case, taking into account  the  consent,  waiver  and  other
          provisions of the Amendment Waiver and Consent Agreement).

          (b)  As  a  condition  to  the  effectiveness of the transactions
          described  in  Section 10.0(a) of this  Agreement,  each  Partner
          hereby agrees to  bear,  and  assume  liability for, any expense,
          cost or loss (including any increase in  taxes,  other  than  any
          increase  in  income taxes which arises solely from the timing of
          the reporting of  income,  deductions and credits attributable to
          the normal business activities  of  the  Partnership) suffered by
          the  Partnership,  any  other  Partner or any  of  their  Related
          Persons  arising  from  violation  of  Section  10.0(a)  of  this
          Agreement.

                11.0 Assignment.  This Agreement  shall be binding upon and
          inure to the benefit of the parties hereto  and  their respective
          successors and assigns.  Except as set forth below:

                (i) Each of Operations and Global shall be relieved  of all
                obligations under this Agreement on and after the date that
                such  Person  and  its  Affiliates cease to own a direct or
                indirect  interest in the  Partnership  or  (prior  to  the
                completion  of the Final IMC GPCo Liquidating Distribution)
                IMC GPCo; and

                (ii) FRP and FTX shall be relieved of all obligations under
                this Agreement  on  and after the date that such Person and
                its Affiliates cease  to  own a direct or indirect interest
                in the FRP Partner or the Partnership;  provided,  that (x)
                the  provisions of Sections 2.0, 7.0 and 9.0 shall continue
                to apply  to  each  such  Person  for a period of two years
                after it ceases to own such an interest, (y) the provisions
                of Sections 5.0 and 6.0 shall continue  to  apply  for  the
                periods  set  forth  therein  and  (z)  the  provisions  of
                Sections 14.0, 15.0, 16.0 and 22.0 shall continue to apply.

                12.0  Notices.  All  communications,  notices  and consents
          provided  for  herein shall be in writing and be given in  person
          (or air freight  delivery)  or by means of telecopy (with request
          for assurance of receipt in a  manner  typical  with  respect  to
          communications  of  that  type)  or  by  mail,  and  shall become
          effective  (x)  on delivery if given in person or by air  freight
          delivery, (y) on  the date of transmission if sent by telecopy or
          (z) three business  days after being deposited in the mails, with
          proper postage for first-class  registered  or certified air mail
          prepaid. Notices shall be addressed as follows:

          (i)   if to Operations at:

          2100 Sanders Road
          Northbrook, Illinois  60062
          Facsimile:  708-205-4805
          Attention:  Corporate Secretary

          (ii)  If to IMC GPCo at:

          2100 Sanders Road
          Northbrook, Illinois  60062
          Facsimile:  708-205-4805
          Attention:  Corporate Secretary

          (iii) if to the Partnership at:

          2100 Sanders Road
          Northbrook, Illinois  60062
          Facsimile:  708-205-4805
          Attention:  Corporate Secretary

          (iv)  if to FRP at:

          1615 Poydras Street
          New Orleasn, Louisiana  70112
          Facsimile:  504-585-3513
          Attention:  General Counsel

          (v)   if to Global at:

          2100 Sanders Road
          Northbrook, Illinois  60062
          Facsimile:  708-205-4805
          Attention:  Corporate Secretary

          and (vi)   if to FTX at:

          1615 Poydras Street
          New Orleasn, Louisiana  70112
          Facsimile:  504-585-3513
          Attention:  General Counsel

          or at such other address as any party hereto  may  from  time  to
          time  designate  by  notice  duly  given  in  accordance with the
          provisions of this Section to the other parties hereto.

                13.0 Governing Law.  This Agreement shall  be  governed  by
          and  construed  in  accordance  with  the  laws  of  the State of
          Delaware  without  regard to the conflicts of law rules  of  such
          state.

                14.0 Choice of  Forum.   All  suits, actions or proceedings
          arising out of or relating to this Agreement  shall be brought in
          a state or federal court located in the State of  Delaware, which
          courts shall be an appropriate forum for all such suits,  actions
          or proceedings.  Each party hereby waives any objection which  it
          may  now  or  hereafter  have  to the laying of venue in any such
          court of any such suit, action or proceeding.

                 15.0   Consent  to  Jurisdiction.    Each   party   hereby
          irrevocablysubmits  to  the  jurisdiction of any state or federal
          court located in the State of  Delaware  in any such suit, action
          or  proceeding  referred  to in Section 14.0  above.   Operations
          hereby designates and appoints  The  Corporation  Trust  Company,
          with  an  office  on  the  date  hereof  at  1209  Orange Street,
          Wilmington,  Delaware  19801,  or any successor thereof,  as  its
          authorized agent to accept and acknowledge  on its behalf service
          of  any  and all process which may be served in  any  such  suit,
          action or  proceeding  in any state or federal court in the State
          of  Delaware  and  agrees  that   service  of  process  upon  The
          Corporation  Trust Company, or any successor  thereof,  shall  be
          deemed  in  every  respect  effective  service  of  process  upon
          Operations in  any  such  suit, action or proceeding.  FRP hereby
          designates and appoints The  Corporation  Trust  Company, with an
          office  on  the  date  hereof  at 1209 Orange Street, Wilmington,
          Delaware 19801, or any successor thereof, as its authorized agent
          to accept and acknowledge on its  behalf  service  of any and all
          process  which  may  be  served  in  any  such  suit,  action  or
          proceeding in any state or federal court in the State of Delaware
          and  agrees  that  service of process upon The Corporation  Trust
          Company, or any successor  thereof,  shall  be  deemed  in  every
          respect  effective  service of process upon FRP in any such suit,
          action  or proceeding.  The  Partnership  hereby  designates  and
          appoints  The  Corporation  Trust  Company, with an office on the
          date hereof at 1209 Orange Street, Wilmington, Delaware 19801, or
          any  successor thereof, as its authorized  agent  to  accept  and
          acknowledge  on  its  behalf service of any and all process which
          may be served in any such suit, action or proceeding in any state
          or federal court in the State of Delaware and agrees that service
          of process upon The Corporation  Trust  Company, or any successor
          thereof, shall be deemed in every respect  effective  service  of
          process  upon  the  Partnership  in  any  such  suit,  action  or
          proceeding.   FTX  hereby designates and appoints The Corporation
          Trust Company, with  an  office on the date hereof at 1209 Orange
          Street, Wilmington, Delaware  19801, or any successor thereof, as
          its authorized agent to accept  and  acknowledge  on  its  behalf
          service  of  any  and all process which may be served in any such
          suit, action or proceeding  in  any state or federal court in the
          State of Delaware and agrees that  service  of  process  upon The
          Corporation  Trust  Company,  or any successor thereof, shall  be
          deemed in every respect effective  service of process upon FTX in
          any such suit, action or proceeding.   Global  hereby  designates
          and appoints The Corporation Trust Company, with an office on the
          date hereof at 1209 Orange Street, Wilmington, Delaware 19801, or
          any  successor  thereof,  as  its authorized agent to accept  and
          acknowledge on its behalf service  of  any  and all process which
          may be served in any such suit, action or proceeding in any state
          or federal court in the State of Delaware and agrees that service
          of process upon The Corporation Trust Company,  or  any successor
          thereof,  shall  be deemed in every respect effective service  of
          process upon Global in any such suit, action or proceeding.  Said
          designation and appointment  by  each of Global, Operations, FTX,
          FRP and the Partnership shall be irrevocable  during  the term of
          this  Agreement, and each party shall pay all costs and  expenses
          of its respective designation and appointment as and when due and
          payable.


                16.0  Waiver  of  Jury  Trial.  EACH OF GLOBAL, OPERATIONS,
          FTX, FRP AND THE PARTNERSHIP HEREBY  WAIVES  ANY RIGHT TO A TRIAL
          BY  JURY  IN  ANY SUIT, ACTION OR PROCEEDING ARISING  OUT  OF  OR
          RELATING TO THIS  AGREEMENT AND AGREES THAT ANY SUCH SUIT, ACTION
          OR PROCEEDING SHALL  BE  TRIED  BEFORE  A  COURT AND NOT BEFORE A
          JURY.

                17.0   Entire   Agreement;   Amendments.   This   Agreement
          (including   the   exhibits  hereto)  together  with  the   other
          Transaction  Agreements  (including  any  exhibits  or  schedules
          thereto) and the  Amendment,  Waiver and Consent Agreement embody
          the entire agreement and understanding  between  the parties with
          respect to the subject matter hereof and thereof,  and  supersede
          any  agreements,  representations,  warranties or understandings,
          oral or written, between the parties  with respect to the subject
          matter  of  this  Agreement,  the  other  Transaction  Agreements
          entered into prior to the date hereof and the  Amendment,  Waiver
          and  Consent Agreement. This Agreement may be amended or modified
          only by  an  instrument in writing executed by all of the parties
          hereto.

                18.0 Execution  in  Counterparts.  This  Agreement  may  be
          signed   in  counterparts.  Any  single  counterpart  or  set  of
          counterparts  signed,  in  either case, by all the parties hereto
          shall constitute a full and original agreement for all purposes.

                19.0 Remedies and Waiver. No failure or delay in exercising
          any right hereunder shall operate  as  a  waiver of or impair any
          such right. No single or partial exercise of any such right shall
          preclude any other or further exercise thereof or the exercise of
          any  other  right.  Any  waiver must be given in  writing  to  be
          effective, and no waiver shall  be  deemed  a waiver of any other
          right.

                20.0 Headings. The headings of Articles  and  Sections have
          been   included   herein  for  convenience  only  and  shall  not
          constitute a part of this Agreement for any other purpose.

                21.0 Third Party  Beneficiaries.  This  Agreement is solely
          for  the  benefit  of  the  parties  hereto and their  respective
          Affiliates, and no provision of this Agreement shall be deemed to
          confer upon third parties, other than such respective Affiliates,
          any remedy, claim, liability, reimbursement,  claim  of action or
          other right in excess of those existing without reference to this
          Agreement.

                22.0 Further Assurances.  Each of Operations and FRP agrees
          to, and to cause IMC GPCo and the FRP Partner, respectively,  to,
          execute   and   deliver   such   other  documents,  certificates,
          agreements and other writings and  to  take such other actions as
          may be necessary or desirable in order to consummate or implement
          expeditiously the transactions contemplated  by  the  Transaction
          Agreements  and  to  vest  in  the Partnership good title to  the
          Assets, subject only to Permitted Liens.

                23.0 Public Announcements.  Except  as  may  be required by
          applicable  law  or  any  listing  agreement  with  any  national
          securities  exchange, none of Global, Operations, FTX or FRP  nor
          any Affiliate of any thereof will issue any press release or make
          any  public  statement  with  respect  to  the  business  of  the
          Partnership or its financial performance or condition without the
          prior written  consent  of  the other parties unless either (i) a
          draft of the proposed press release  has  been  provided  to each
          party  hereto  at  least  twenty-four  (24)  hours  prior  to its
          proposed release in order to permit such party to comment thereon
          or  (ii)  such  press  release or other public statement contains
          factual information (or  discussion  or  analysis  of  or comment
          based upon such factual information) previously provided  to such
          Person  by  the  Managing  Partner; provided that none of Global,
          Operations, FTX or FRP nor any  of  their Affiliates will present
          projections or forward-looking information  that is attributed to
          any of the other parties hereto, the Partners,  or  any  of their
          Affiliates  without  the  prior  written  consent  of the parties
          hereto and the Partners.

                24.0  Partnership  Agreement.  Each of Operations  and  FRP
          agrees  to  be  bound  by  Sections   5.07(d)  and  9.03  of  the
          Partnership Agreement.

                                           * * * * *

          IN WITNESS WHEREOF, the parties have signed this Agreement on the
          date first written above.

          IMC GLOBAL OPERATIONS INC. (formerly IMC
          Fertilizer, Inc.)


          By:  PETER HONG
          Name Printed:  Peter Hong
          Title:         Vice President


          FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED
          PARTNERSHIP

          By:  Freeport McMoRan Inc., its
          general partner

          By:
          Name Printed:
          Title:




          IMC-AGRICO COMPANY

          By:  IMC-AGRICO MP, INC., its
          general partner

          By:  ROBERT C. BRAUNEKER
          Name Printed:  Robert C. Brauneker
          Title:         Vice President

          By:  IMC-AGRICO GP, COMPANY, its
          general partner

          By:  ROBERT C. BRAUNEKER
          Name Printed:  Robert C. Brauneker
          Title:         Vice President

          IN WITNESS WHEREOF, the parties have signed this Agreement on the
          date first written above.

          IMC GLOBAL OPERATIONS INC. (formerly IMC
          Fertilizer, Inc.)

          By:
          Name Printed:
          Title:

          FREEPORT-McMoRan RESOURCE PARTNERS, LIMITED PARTNERSHIP

          By:  Freeport McMoRan Inc., its
          general partner


          By:  CHARLES W. GOODYEAR
          Name Printed:  Charles w. Goodyear
          Title:         Senior Vice President

          IMC-AGRICO COMPANY

          By:  IMC-AGRICO MP, INC., its
          general partner

          By:
          Name Printed:
          Title:


          By: IMC-AGRICO GP, COMPANY, its general partner


          By:
          Name Printed:
          Title:

          By: AGRICO, LIMITED PARTNERSHIP, its general partner

          By:  Agrico, Inc., its general
          partner

          By:  CHARLES W. GOODYEAR
          Name Printed:  Charles W. Goodyear
          Title:         Vice President


          FREEPORT-McMoRan INC.


          By:  CHARLES W. GOODYEAR
          Name Printed:  Charles W. Goodyear
          Title:         Senior Vice President


          IMC GLOBAL INC.  (formerly IMC Fertilizer  Group,  Inc.)  (solely
          for the purposes of Sections 2.0, 3.0(a), (c), (d), (e) and  (f),
          4.0 and 6.0)


          By:
          Name Printed:
          Title:

          By: AGRICO, LIMITED PARTNERSHIP, its general partner

          By: Agrico, Inc., its general partner

          By:
          Name Printed:
          Title:

          FREEPORT-McMoRan INC.

          By:
          Name Printed:
          Title:

          IMC  GLOBAL  INC.   (formerly IMC Fertilizer Group, Inc.) (solely
          for the purposes of Sections  2.0, 3.0(a), (c), (d), (e) and (f),
          4.0 and 6.0)


          By:  PETER HONG
          Name Printed:  Peter Hong
          Title:         Vice President