EXHIBIT 10.3

          EXECUTION COPY

                                    AMENDED AND RESTATED
                                    PARTNERSHIP AGREEMENT
                                            among
                                    IMC-Agrico GP Company
                                 Agrico, Limited Partnership
                                             and
                                     IMC-Agrico MP, Inc.

                                  Dated as of July 1, 1993

                           (as further amended and restated as of
                                        May 26, 1995)



          TABLE OF CONTENTS

                                                                        Page

                                           ARTICLE I.

          Definitions                                                    7

                                          ARTICLE II.

          Partnership, Name, Purposes, Powers, Authority to
          Bind Partnership, Partnership Property,
          Other and/or Competing Businesses,
          Principal Place of Business; Registered Office and Agent       8

             2.01  Partnership                                           8
             2.02  Name                                                  9
             2.03  Purposes                                             10
             2.04  Powers of the Partnership                            13
             2.05  Partner's Authority                                  13
             2.06  Managing Partner; Operating Partner; Change in
                     Operating Partner; Authority to Bind Partnership   14
             2.07  Partnership Property                                 16
             2.08  Other and/or Competing Businesses                    16
             2.09  Principal Place of Business; Registered Office
                     and Agent                                          24

                                       ARTICLE III.

          Contributions to the Partnership                              24

             3.01  Initial Contributions                                24
             3.02  Additional Contributions                             25
             3.03  Failure to Contribute                                26
             3.04  Assumption of Liabilities Under Contribution
                     Agreement                                          29
             3.05  Subsequent Capital Contribution                      29

                                        ARTICLE IV.

          Interests of Partners                                         30

             4.01  Interests of Partners                                30
             4.02  Capital Accounts                                     31
             4.03  Interest on Capital Accounts                         33
             4.04  Loans from Partners                                  34
             4.05  Transferred Capital Accounts                         34
                                     TABLE OF CONTENTS
                                        (continued)
                                                                        Page
                                            ARTICLE V.

          Profit and Loss Sharing;
          Allocations for Federal, State and
          Local Income Tax Purposes; Cash Distributions;
          Suspended Distributions; Reimbursement for Transaction Costs  35

             5.01  Allocation of Profits and Losses                     35
             5.02  Special Allocations                                  35
             5.03  Tax Allocations                                      37
             5.04  Interim Closing of the Books on Transfer             39
             5.05  Disagreement Between Partners                        39
             5.06  Obligations with Respect to Distributable Cash       40
             5.07  Distribution of Distributable Cash; Suspended
                     Distributions                                      40
             5.08  Payment of Transaction Costs                         44

                                          ARTICLE VI.

          Management                                                    45

             6.01  Operation                                            45
             6.02  General Powers of the Managing Partner               46
             6.03  Limitations on the Partners; Relations Among
                     Partners                                           48
             6.04  Policy Committee                                     49
             6.05  Rules of Procedure                                   56
             6.06  Further Management Limitations                       56
             6.07  Major Decisions                                      56
             6.08  Management of Certain Environmental Liabilities      64

                                          ARTICLE VII.

          Encumbrance or Transfer of Partnership Interest               65

             7.01  Transfer of Partnership Interest Generally           65
             7.02  Transfers of Partnership Interests                   66
             7.03  Liens                                                70
             7.04  Transfers Upon Triggering Events                     71
             7.05  Interests in Managing Partner                        75
             7.06  Certain Conditions of Certain Transfers              75

                                         ARTICLE VIII.

          Other Rights of, Duties and Restrictions on the Partners      76

             8.01  Indemnification                                      76
             8.02  Contribution                                         77

                                     TABLE OF CONTENTS
                                        (continued)
                                                                        Page
             8.03  Continuing Liability of Withdrawn Partner            78
             8.04  Breach of Parent Agreement                           79

                                        ARTICLE IX.

          Certain Operational Provisions                                79

             9.01  Financial, Accounting, and Banking Matters           79
             9.02  Budget and Approval Authorities                      80
             9.03  Insurance                                            82
             9.04  Financial and Other Information                      83
             9.05  Qualifying Income                                    87
             9.06  Work Force; Employee Benefits                        89
             9.07  Emergency Expenditures; Compliance with Law          93
             9.08  No Action Contrary to Contracts or Applicable
                     Law                                                94
             9.09  Licenses and Permits                                 96
             9.10  Litigation                                           97
             9.11  Payment and Reimbursement of Expenses; Handling
                     of Partnership Bank Accounts and Funds             97
             9.12  Transactions with Affiliates                        101
             9.13  No Shifting of Cash Flow                            103

                                        ARTICLE X.

          Accounting Records; Tax Matters                              104

             10.01  Books and Records                                  104
             10.02  Inspection of Books and Records                    105
             10.03  Accounting and Taxable Year                        106
             10.04  Partnership Tax Returns                            107
             10.05  Partnership Taxes                                  107
             10.06  Tax Matters Partner                                108
             10.07  Duties of the Tax Matters Partner                  108
             10.08  Partnership Status; Elections                      109
             10.09  Tax Reporting                                      110
             10.10  Tax Oversight                                      112

                                          ARTICLE XI.

          Term                                                         114

             11.01  Term                                               114
             11.02  Purchase Option Upon Scheduled Expiration of
                      the Term                                         114

                                     TABLE OF CONTENTS
                                        (continued)
                                                                        Page
                                           ARTICLE XII.

          Dissolution and Winding-Up                                   116

             12.01  Dissolution                                        116
             12.02  Winding-Up                                         120
             12.03  Accounting on Dissolution                          120
             12.04  Accounting; Allocations of Residual Net Profits
                      and Residual Net Loss After Dissolutions         121
             12.05  Application of Article V in Year of Dissolution    121
             12.06  Conversion of Assets to Cash                       122
             12.07  Distributions in Liquidation                       123
             12.08  Compliance with Treasury Regulations               124
             12.09  Deficit Capital Account Restoration Obligation     125
             12.10  Section 708 Termination                            125
             12.11  Continuation of the Partnership                    126
             12.12  Waiver of Certain Rights                           127

                                       ARTICLE XIII.

          Miscellaneous Provisions                                     127

             13.01  Force Majeure                                      127
             13.02  Limitation of Liability of Partners                129
             13.03  Assignment                                         130
             13.04  Notices                                            131
             13.05  Governing Law                                      133
             13.06  Choice of Forum                                    133
             13.07  Consent to Jurisdiction                            133
             13.08  Waiver of Jury Trial                               135
             13.09  Entire Agreement                                   135
             13.10  Execution in Counterparts                          136
             13.11  Remedies and Waiver                                136
             13.12  Headings                                           137
             13.13  Third Party Beneficiaries                          137
             13.14  Further Assurances                                 137
             13.15  Power of Attorney                                  137
             13.16  Public Announcements                               138

                           AMENDED AND RESTATED PARTNERSHIP AGREEMENT

          THIS   AMENDED   AND   RESTATED   PARTNERSHIP   AGREEMENT   (this
          "Agreement")  was  made  as of 12:01 a.m. (CDT) on the 1st day of
          July, 1993 and further amended and restated as of the 26th day of
          May, 1995 by and among (i)  IMC-Agrico GP Company ("IMC GPCo"), a
          Delaware corporation and a subsidiary  of  IMC  GLOBAL OPERATIONS
          INC.  (formerly  IMC  Fertilizer,  Inc.), a Delaware  corporation
          ("Operations"),  (ii)  Agrico,  Limited   Partnership  (the  "FRP
          Partner"),    a    Delaware   limited   partnership   of    which
          FREEPORT-McMoRan  RESOURCE   PARTNERS,   LIMITED  PARTNERSHIP,  a
          Delaware  limited  partnership  ("FRP"),  owns  a  99.8%  limited
          partnership  interest  and  Agrico, Inc., a Delaware  corporation
          ("FRP  GPCo"), owns a 0.2% general  partnership  interest,  (iii)
          IMC-Agrico   MP,   Inc.  (the  "Managing  Partner"),  a  Delaware
          corporation, and (iv) Operations.

          RECITALS:

                WHEREAS,  IMC   GPCo,   the  FRP Partner and  the  Managing
          Partnerentered  into and formed a general  partnership  under the
          Act to  engage in the Phosphate Chemicals Business pursuant  to a
          Partnership  Agreement  dated  as of June 29, 1993 (the "Original
          Agreement"); and

                WHEREAS,  IMC  GPCo,  the  FRP  Partner  and  the  Managing
          Partneramended and restated the Original Agreement  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 this
          Agreement, (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  such  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 the Managing Partner at its liquidation value,
          in each  case  in  accordance  with  the  Agreement  and  Plan of
          Complete  Liquidation  and  Dissolution  dated as of May 26, 1995
          (the "IMC GPCo Plan of Liquidation") and (ii) (a) the liquidation
          of  FRP  GPCo 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
          Freeport-McMoRan Inc., a Delaware  corporation  ("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 the 0.2% general  partnership interest in the
          FRP  Partner  owned  by FRP GPCo immediately  prior  to  the  FRP
          GPCo/FCC/FTX Mergers and shall have assumed as of the date of the
          completion of such mergers  all  obligations of FRP GPCo and FCC,
          (b) the repurchase by FRP GPCo of the preferred stock of FRP GPCo
          owned by the Managing Partner 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  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 Parent
          Agreement dated as of May 26, 1995 among Operations, FRP, FTX and
          IMC-Agrico Company, a Delaware  general  partnership (the "Parent
          Agreement"),  and  the  Amendment, Waiver and  Consent  Agreement
          dated  as of May 26, 1995  among  IMC  Global  Inc.,  a  Delaware
          corporation   ("Global"),  Operations,  IMC  GPCo,  the  Managing
          Partner, IMC-Agrico  Company,  FTX,  FRP and the FRP Partner (the
          "Amendment, Waiver and Consent Agreement");

                 WHEREAS,   the  above  described transactions  are  to  be
          accomplishedin 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 the Managing Partner shall be
          transferred to Operations as of May 26,  1995  and  the preferred
          stock  of  IMC  GPCo  owned  by  the  Managing  Partner 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 the Managing  Partner)  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 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 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  the   optional  merger,  liquidation  or
          dissolution  of  the  FRP  Partner  (or   the   transfer  of  its
          Partnership   Interests),   such  option  may  be  exercised   in
          accordance with the terms of  this  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  such  merger,
          liquidation or dissolution  of  the FRP Partner (or such 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  to  FRP  or  an
          Affiliate of FRP)  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
          (as defined below) resulting therefrom;

          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 Partnership  Agreement  as originally entered into, and as
          previously amended and restated,  by  the  parties  in  order to,
          among other things, admit Operations as a new Partner; and

          WHEREAS,  the  Partners  (as  hereinafter  defined)  believe that
          through the combination of the Contributed Businesses  of IMC and
          FRP  as  contemplated  by  the  Contribution  Agreement  and  the
          management  of  the  business  and  affairs of the Partnership in
          accordance  with  the  terms  hereof,  they  can  create  certain
          synergies.

          NOW,   THEREFORE,   in  consideration  of  the   representations,
          warranties, covenants  and  agreements  herein  set  forth and of
          other good and valuable consideration, receipt of which is hereby
          acknowledged, the parties hereto agree as follows:

                                           ARTICLE I.

                                          Definitions

          Capitalized terms used in this Agreement which are not  otherwise
          defined  herein  shall  have the meanings given to such terms  in
          Exhibit A hereto. During the period subsequent to the Initial IMC
          GPCo Liquidating Distribution  and  prior  to  the Final IMC GPCo
          Liquidating Distribution (the "IMC GPCo Liquidation Period"), the
          term "IMC Partner" (and correlative terms, such  as "Non-Managing
          Partner",  relating  to the "IMC Partner") as used herein,  shall
          refer  to  IMC  GPCo and  Operations,  collectively  and,  unless
          otherwise provided herein, actions to be taken by the IMC Partner
          during  the  IMC  GPCo  Liquidation  Period  shall  be  taken  by
          Operations and IMC  GPCo  acting jointly; subsequent to the Final
          IMC GPCo Liquidating Distribution,  the  term  "IMC Partner" (and
          such correlative terms) as used herein shall refer to Operations,
          and Operations shall take any such actions acting  alone;  and at
          all  such  times,  the  term  "IMC Partner" (and such correlative
          terms)  as used herein 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 this Agreement.  The IMC Partner,
          as  so  defined,  the  FRP  Partner and the Managing Partner  are
          sometimes hereinafter referred to individually as a "Partner" and
          collectively as the "Partners."

                                          ARTICLE II.

          Partnership,   Name,  Purposes,   Powers,   Authority   to   Bind
          Partnership,  Partnership   Property,   Other   and/or  Competing
          Businesses.

          2.01  Partnership.  The  Partners  have hereby formed  a  general
          partnership under the Act on the terms  and  for the purposes set
          forth  in  this  Agreement  and,  pursuant  to this  Amended  and
          Restated Partnership Agreement, as further amended  and  restated
          as  of  May  26, 1995, IMC GPCo, the FRP Partner and the Managing
          Partner, as Partners,  hereby  agree:  (i) in accordance with the
          terms of Section 13.09 herein, to admit  Operations  as a Partner
          of the Partnership, upon the completion of the Initial  IMC  GPCo
          Liquidating  Distribution;  (ii) upon the completion of the Final
          IMC GPCo Liquidating Distribution,  to the withdrawal of IMC GPCo
          as  a  Partner in the Partnership, without,  in  accordance  with
          Section  12.11 herein, such withdrawal constituting a Dissolution
          Event, unless  such  dissolution  is  required by applicable law;
          (iii) if FTX and FRP choose 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)  and  in accordance with the terms of the Amendment,  Waiver
          and Consent  Agreement,  upon  the  completion  of  such  merger,
          liquidation  or  dissolution (or such transfer of the Partnership
          Interests), to admit  FRP  or an Affiliate of FRP as a Partner of
          the Partnership in accordance  with  the  terms  of Section 13.09
          herein and to the   withdrawal of the FRP Partner as a Partner in
          the  Partnership,  without,  in  accordance  with  Section  12.11
          herein, such withdrawal constituting a Dissolution Event,  unless
          such dissolution is required by applicable law.

          2.02 Name. The Partnership is to be known as "IMC-Agrico Company"
          or such other name as the Partners shall unanimously select.  The
          Partners  shall  execute and file and/or publish all assumed name
          statements and certificates  required  by  law to be filed and/or
          published in connection with the operation of the Partnership.
          2.03 Purposes. The purposes of the Partnership shall be to engage
          for profit in the Phosphate Chemicals Business  and to engage for
          profit in any and all other activities reasonably  related  to or
          incidental  to the Phosphate Chemicals Business, and, subject  to
          Section 9.05, to engage for profit in any other business, whether
          or not related or incidental thereto, as determined by the Policy
          Committee from  time  to time. Without limiting the generality of
          the foregoing, the Partnership may, among other things:

          (a)  acquire,  develop,  construct,   own,   manage  and  operate
          phosphate  rock  mining  operations  and  production  facilities,
          phosphate  chemical  facilities,  ammonia  and   urea  fertilizer
          facilities and uranium oxide facilities;

          (b)  acquire,  by  purchase,  lease,  sublease, license,  royalty
          agreement or otherwise, land and phosphate  mineral rights to the
          extent related to the Phosphate Chemicals Business;

          (c)  develop  mines  and  conduct  mining operations  in  and  on
          phosphate rock reserves and deposits,  and construct, own, manage
          and operate phosphate rock, chemical, ammonia,  urea  and uranium
          extraction plants related thereto;

          (d)  acquire  by purchase, lease, sublease, license or otherwise,
          such machinery,  equipment,  vehicles and other facilities as may
          be necessary or advisable to own,  manage,  operate  or otherwise
          engage  for  profit  in the Phosphate Chemicals Business  or  any
          other  business  of  the   Partnership   at  the  time  permitted
          hereunder;

          (e)  subject  to  Section  9.12,  enter  into such  construction,
          engineering, operating, management, mining,  marketing,  selling,
          supply    or    distributorship   agreements,   arrangements   or
          understandings  with   third  parties  as  may  be  necessary  or
          advisable to own, manage,  operate or otherwise engage for profit
          in the Phosphate Chemicals Business  or any other business of the
          Partnership at the time permitted hereunder (and such agreements,
          arrangements or understandings may be  (i) with Affiliates of any
          Partner so long as they comply with the terms of Section 9.12 and
          (ii)  with  or  through  trade associations,  including,  without
          limitation, the Phosphate  Chemicals  Export Association, a Webb-
          Pomerene Act organization ("PhosChem"),  and  the  Phosphate Rock
          Export    Association,    a    Webb-Pomerene   Act   organization
          ("PhosRock"));

          (f) own, lease, rent and/or operate  and/or make use of railcars,
          railway  lines  and  dock  loading  facilities  and  vessels  and
          otherwise  arrange for the transportation  of  the  Partnership's
          inventory,  supplies,   materials,   equipment,  phosphate  rock,
          phosphate  chemicals, uranium oxide, ammonia,  urea  and  uranium
          products and  any  other  products produced from, or used in, the
          operation of the Phosphate  Chemicals  Business  by such means as
          may be necessary or advisable;

          (g)  sell  (in domestic or foreign markets) such phosphate  rock,
          phosphate chemicals,  uranium  oxide,  ammonia,  urea and uranium
          products and related products and engage in marketing  activities
          incidental  thereto  (either  directly  or through third parties,
          including,  without  limitation,  trade  associations,   such  as
          PhosChem and PhosRock);

          (h)  form,  organize,  join and participate in trade associations
          related to the Phosphate  Chemicals  Business, including, without
          limitation, PhosChem and PhosRock;

          (i)  manage  and  operate  agricultural,  farming  and  livestock
          businesses as an incidental activity relating  to  holding  lands
          originally  acquired  or  leased by the Partnership or one of the
          Partners' Affiliates as phosphate rock reserves;

          (j)  subject  to  Section 9.12,  perform  all  other  activities,
          including the borrowing  of  money  and the mortgaging of real or
          personal property of the Partnership  in connection therewith, as
          are necessary or incidental to the business  or operations of the
          Partnership; and

          (k)  subject  to  Sections 9.05 and 9.12, engage  in  such  other
          businesses  and  activities,   whether   or  not  related  to  or
          incidental to the Phosphate Chemicals Business,  as determined by
          the Policy Committee from time to time.

          2.04 Powers of the Partnership.  Subject to the restrictions  set
          forth  in this Agreement, the Partnership shall have the power to
          exercise  all the powers and privileges granted by this Agreement
          and by law,  together  with any powers incidental thereto, so far
          as such powers and privileges  are  necessary  or appropriate for
          the  conduct,  promotion  or  attainment of the purposes  of  the
          Partnership.   Except as otherwise  expressly  provided  in  this
          Agreement, the rights  and  obligations  of  the Partners and the
          administration  and  termination  of  the  Partnership  shall  be
          governed by the Act.

          2.05 Partner's Authority.  Except as otherwise  provided  in this
          Agreement, no Partner shall have any authority to act for,  or to
          assume  any  obligations  or  responsibilities  on behalf of, any
          other Partner or the Partnership.

          2.06  Managing  Partner; Operating Partner; Change  in  Operating
          Partner; Authority to Bind Partnership.

          (a) IMC-Agrico MP,  Inc.   is  hereby  designated as the managing
          partner  of  the  Partnership  (the  "Managing   Partner").   The
          Managing  Partner  shall,  subject  to  the  provisions  of  this
          Agreement, have exclusive authority and responsibility  to manage
          the  business  and  affairs  of  the  Partnership and to make all
          decisions regarding the business and affairs  of the Partnership.
          The  Managing  Partner  is  a special purpose corporation  formed
          solely  for the purpose of acting  as  Managing  Partner  of  the
          Partnership.    Accordingly,  the  Managing  Partner  shall  not,
          without the consent  of both the IMC Partner and the FRP Partner,
          engage in any business  other than acting as the Managing Partner
          hereunder.

          (b) As used herein, the term  "Operating  Partner" shall mean the
          Non-Managing  Partner,  initially  the  IMC Partner  (which,  for
          purposes  of  identifying  the  Operating  Partner,   shall  mean
          Operations),  which  is  entitled  to  elect  a  majority  of the
          directors   of  the  Managing  Partner  at  any  given  time  and
          "Non-Operating Partner" shall mean the other Non-Managing Partner
          at that time.  If a Material Breach Event shall have occurred and
          not been cured  prior  to  the delivery of the notice of exercise
          described below, then (if none  of  the  Non-Operating Partner or
          any of its direct or indirect parent entities  is  Bankrupt)  the
          Non-  Operating Partner shall have the right, upon written notice
          of the  exercise  of  such right, to become the Operating Partner
          and, if such written notice  is  delivered exercising that right,
          the Operating Partner shall become the Non-Operating Partner.  In
          the event of a Material Breach Event  arising out of a Bankruptcy
          of the Operating Partner or any of its  direct or indirect parent
          entities, prior to exercising its right to  become  the Operating
          Partner,  the Non-Operating Partner will reasonably evaluate  the
          circumstances  surrounding  such Bankruptcy, giving consideration
          to the effect of the Bankruptcy  on  the  Partnership  and on the
          Managing  Partner  and its ability to perform its obligations  as
          Managing Partner, but  will have the right in its sole discretion
          to elect to become the Operating  Partner  in accordance with the
          terms of this Section 2.06(b).  The terms of this Section 2.06(b)
          shall similarly apply to any subsequent Material  Breach Event or
          Events.

          (c) As between the Partnership and any other Person (other than a
          Partner  or  its  Affiliates),  any action taken by the  Managing
          Partner on behalf of the Partnership  shall constitute the act of
          and serve to bind the Partnership.  In  dealing with the Managing
          Partner  acting on behalf of the Partnership,  no  Person  (other
          than the Non-Managing  Partners  and their respective Affiliates)
          shall be required to inquire into  the  authority of the Managing
          Partner to bind the Partnership.  Without in any way limiting the
          rights of the Partners hereunder as between  each  other, Persons
          dealing   with   the   Managing  Partner  are  entitled  to  rely
          conclusively upon the power and authority of the Managing Partner
          as set forth in this Section 2.06.

          2.07  Partnership Property.   All  real  and  personal  property,
          whether  tangible  or  intangible (including, without limitation,
          all permits and licenses),  owned by or granted to or held by the
          Partnership shall be deemed to  be owned by or granted to or held
          by the Partnership as an entity,  and  no  Partner, individually,
          shall have any ownership or right to use any such property.

          2.08 Other and/or Competing Businesses.

          (a)  Except  as otherwise provided herein, nothing  contained  in
          this Agreement shall be deemed to restrict in any way the freedom
          of any Partner  or  of  any  Affiliate of any Partner to conduct,
          independently  of  the  Partnership,  any  business  or  activity
          whatsoever without any accountability  to  the  Partnership or to
          the other Partners.

          (b)  Except as set forth in this Section 2.08(b) and  in  Section
          2.0 of  the Parent Agreement, each Partner 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  this  Section
          2.08(b), it being  understood  that  (i) purchases and resales of
          phosphate chemicals in Canada by Affiliates of the IMC Partner in
          volumes  not  materially greater than the  amounts  indicated  on
          Schedule 9.12 hereof  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 2.08.  Notwithstanding  the  foregoing,  any  Person that
          acquires or succeeds to (or whose Affiliate acquires or  succeeds
          to)  the  Partnership  Interest  (or  any portion thereof) of any
          Partner shall not be subject to the provisions  of  this  Section
          2.08(b) with respect to any business conducted by such Person  or
          its  Affiliates  that  is  conducted  thereafter substantially as
          conducted on the date of such acquisition  or succession.  If any
          Affiliate  of either Non-Managing Partner desires  to  accept  an
          opportunity  to  own,  manage,  operate, control or invest in any
          business that is engaged, in whole  or  in part, in the Phosphate
          Chemicals Business, the Non-Managing Partner affiliated with such
          Person   (the  "Presenting  Partner")  will  first   offer   such
          opportunity  to the Partnership, it being understood that two (2)
          Policy  Committee   Representatives   or   Alternates   (or   any
          combination  thereof)  of the Non-Managing Partner other than the
          Presenting  Partner (the  "Exercising  Partner")  may  elect,  on
          behalf of the  Partnership,  to  pursue  such  opportunity within
          thirty  (30) days following the presentation of such  opportunity
          to the Partnership.   The  Representatives  or Alternates (or any
          combination thereof) of the Exercising Partner  shall  notify the
          Presenting Partner in writing of such election, on behalf  of the
          Partnership,  to  pursue or not to pursue such opportunity before
          the expiration of such  thirty (30) day period. If the Exercising
          Partner  fails to give the  Presenting  Partner  notice  of  such
          election within  such  thirty  (30)  day  period,  the Exercising
          Partner  shall  be  deemed  to  have  elected,  on behalf of  the
          Partnership, not to pursue such opportunity.  If  the Partnership
          so  elects  to  pursue  such  opportunity, the Partnership  shall
          reimburse the Presenting Partner  or  its Affiliates in an amount
          equal to the direct costs incurred by the  Presenting  Partner or
          its  Affiliates  in  connection  with developing such opportunity
          prior to the date of the Partnership's  election  to  pursue such
          opportunity  and  the  opportunity  will  be considered a Capital
          Project.  If the Partnership does not so elect  (or  is so deemed
          not  to  have elected) to pursue such opportunity or, if  at  any
          time the Partnership  ceases  to  pursue  the opportunity in good
          faith, one or more Affiliates of the Presenting  Partner may then
          elect to pursue such opportunity.  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  a
          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 preceding
          provisions   of  this  Section  2.08(b);  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, nothing
          contained  in this Section 2.08(b)  shall  prevent  one  or  more
          Affiliates  of   any   Partner   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  the  IMC  Partner  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  Partner  acknowledges  and agrees that
          the  covenants  contained  in  this  Section  2.08(b)  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 Partners 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 Partner further acknowledges and
          agrees   that  the  business  of  the   Partnership   is   highly
          competitive,  that  no  Partner  hereto  would  enter  into  this
          Agreement but for the covenants contained in this Section 2.08(b)
          and that such covenants are essential to protect the value of the
          business  of  the  Partnership.  If any provision of this Section
          2.08(b) 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.  Each  Partner  and its Affiliates shall be relieved of all
          obligations under this  Section  2.08(b)  on and after the second
          anniversary  of  the  date that such Partner and  its  Affiliates
          cease to own an interest in the Partnership.

          (c) If either Non-Managing  Partner  (the  "Developing  Partner")
          desires to pursue, or to cause the Partnership to pursue,  a Real
          Estate  Development  Project,  it  shall present such Real Estate
          Development Project to the Partnership,  it being understood that
          two  (2)  Representatives  or  Alternates  (or   any  combination
          thereof)  of  the Non-Managing Partner other than the  Developing
          Partner (the "Electing  Partner")  may  elect,  on  behalf of the
          Partnership,  to  pursue  such  Real  Estate  Development Project
          within  sixty  (60)  days  following  the  completion   of   such
          presentation.   The  Electing Partner shall notify the Developing
          Partner  in  writing  of   such   election,   on  behalf  of  the
          Partnership,  to  pursue  or  not  to  pursue  such  Real  Estate
          Development Project before the expiration of such sixty  (60) day
          period.   If  the  Electing  Partner fails to give the Developing
          Partner  notice  of such election  within  such  sixty  (60)  day
          period, the Electing  Partner shall be deemed to have elected, on
          behalf  of  the Partnership,  not  to  pursue  such  Real  Estate
          Development Project.  If the Partnership so elects to pursue such
          Real  Estate Development  Project,  the  Electing  Partner  shall
          promptly  reimburse  the  Developing  Partner for an aggregate of
          seventy-five percent (75%) of the direct  costs  incurred  by the
          Developing   Partner   or   its  Affiliates  in  connection  with
          developing such Real Estate Development Project prior to the date
          of such election.  If the Partnership does not so elect (or is so
          deemed  not  to  have  elected)  to   pursue   such  Real  Estate
          Development Project, then the Developing Partner  shall  have the
          option,  for  a  period  of sixty (60) days, to deliver a written
          notice  to each other Partner  of  its  election  to  either  (i)
          purchase the real property which is to be the subject of the Real
          Estate Development  Project  from  the  Partnership  at  its fair
          market value or (ii) cause the Partnership to make a distribution
          in kind to the Developing Partner of the real property which will
          be  the  subject of the Real Estate Development Project.  If  the
          Developing Partner elects the purchase option set forth in clause
          (i) of the  preceding  sentence,  then  (A)  the  Partners  shall
          negotiate  in  good  faith  to determine the fair market value of
          such real property (and if they cannot agree on such value within
          sixty (60) days following the notice referred to in the preceding
          sentence, the fair market value shall be determined in accordance
          with the Real Estate Appraisal Procedure, the cost of which shall
          be paid by the Developing Partner) and (B) the Partnership shall,
          within thirty (30) days of the  date  such  fair  market value is
          finally  determined,  sell  such real property to the  Developing
          Partner for a purchase price, payable at the closing of such sale
          in immediately available funds,  equal  to its fair market value.
          If the Developing Partner elects to cause the Partnership to make
          a  distribution in kind pursuant to clause  (ii)  of  the  second
          preceding  sentence  the Partnership shall make, on or before the
          thirtieth (30th) day following  the  date of such election, (1) a
          distribution  in  kind to the Developing  Partner,  of  the  real
          property which is the  subject  of  the  Real  Estate Development
          Project, (2) a distribution in kind to the Electing  Partner of a
          Comparable Property and (3) a proportional distribution  in  cash
          to  the  Managing Partner.  For purposes of this Section 2.08(c),
          "Comparable Property" shall mean similarly situated real property
          as determined  by  the Managing Partner, reasonably acceptable to
          the Policy Committee,  having  a  fair market value such that the
          ratio of the fair market value of such  real property compared to
          the fair market value of the real property  being  distributed to
          the Developing Partner is equal to the ratio of (x)  the  Capital
          Interest  of  the  Partner  receiving  the  distribution  in kind
          pursuant  to  clause  (2)  of  the  preceding sentence to (y) the
          Capital Interest of the Developing Partner,  in  each case at the
          time of such distribution.  Each Partner and its Affiliates shall
          be relieved of all obligations under this Section  2.09(c) on and
          after the date that such Partner and its Affiliates  cease to own
          an interest in the Partnership.

          2.09  Principal  Place of Business; Registered Office and  Agent.
          The principal place  of  business  of  the  Partnership  shall be
          located  at  2100 Sanders Road, Northbrook, Illinois 60062 or  at
          such other place  or places as the Policy Committee may from time
          to time determine.   The  registered  office  of  the Partnership
          shall  be 2100 Sanders Road, Northbrook, Illinois 60062  and  the
          registered  agent of the Partnership at such address shall be the
          Managing  Partner;   provided   that  the  Managing  Partner  may
          designate  such  other  address  or  agent   as   it   determines
          appropriate from time to time.

                                          ARTICLE III.

          Contributions to the Partnership

          3.01   Initial   Contributions.    On   the   Closing  Date,  the
          contributions are being made to the Partnership  by  or on behalf
          of, and the Partnership will assume certain liabilities  of,  the
          Partners   and   their   Affiliates,   all  as  provided  in  the
          Contribution Agreement.  Immediately after such contribution, the
          agreed  value  of  each  Partner's Capital Account  shall  be  as
          follows (it being understood  that  such  agreed values shall not
          reflect, and shall not be adjusted to reflect, any adjustments or
          payments contemplated by the Contribution Agreement):
          IMC Partner                   $748,993,000

          FRP Partner                   $650,993,000

          Managing  Partner             $     14,000

          3.02 Additional Contributions.  As and when  the Policy Committee
          (or, if not the Policy Committee, the CEOs but  not  the Managing
          Partner)  determines,  in  accordance  with  the terms of Section
          6.07(a) or (b), that the Partnership requires  cash  from time to
          time,   each  of  the  IMC  Partner  (or,  during  the  IMC  GPCo
          Liquidation  Period, each of Operations and IMC GPCo) and the FRP
          Partner hereby  agrees  that  it shall make cash contributions to
          the Partnership in an amount equal  to  the  product  of  (i) the
          amount of the Partnership's cash requirement as determined by the
          Policy  Committee  or the CEOs, but not the Managing Partner,  in
          accordance with the  terms  of  Section  6.07(a)  or  (b), by the
          Policy  Committee  (or,  if  not by the Policy Committee, by  the
          CEOs), multiplied by (ii) a fraction,  the  numerator of which is
          such Partner's Current Interest and the denominator  of  which is
          the  aggregate  Current  Interests  of the Non-Managing Partners;
          provided that if the Policy Committee  (or,  if  not  the  Policy
          Committee, the CEOs) determines, in accordance with the terms  of
          Section 6.07(a) or (b), that the cash required by the Partnership
          is to be used for a Capital Project, each of the IMC Partner (or,
          during  the  IMC  GPCo Liquidation Period, each of Operations and
          IMC GPCo) and the FRP  Partner  shall  make cash contributions to
          the Partnership either (x) in an amount  equal  to the product of
          (1) the cash required by the Partnership for such Capital Project
          as determined, in accordance with the terms of Section 6.07(a) or
          (b), by the Policy Committee (or, if not by the Policy Committee,
          by  the  CEOs),  multiplied  by (2) a fraction, the numerator  of
          which is the Capital Interest of such Partner at such time as the
          Capital Project will be placed  in service and the denominator of
          which  is  the aggregate Capital Interests  of  the  Non-Managing
          Partners at  such  time  as the Capital Project will be placed in
          service, or (y) in such other amount as the Policy Committee (or,
          if  not  the  Policy  Committee,   the  CEOs)  may  determine  in
          accordance with the terms of Section  6.07(a)  or  (b).  Once the
          Policy  Committee  (or,  if  not the Policy Committee, the  CEOs)
          approves, in accordance with the terms of Section 6.07(a) or (b),
          an additional cash contribution, the Managing Partner shall have,
          subject  to  any  terms or conditions  specified  by  the  Policy
          Committee (or, if not  by  the  Policy Committee, by the CEOs) at
          the time it so approves such additional  cash  contribution,  the
          reasonable  discretion  to  determine  the  timing  of  such cash
          contribution  giving due consideration to the Partnership's  cash
          needs as determined by the Managing Partner. The Managing Partner
          shall notify the IMC Partner (or, during the IMC GPCo Liquidation
          Period, each of  Operations  and IMC GPCo) and the FRP Partner at
          least  ten  (10) days in advance  of  the  time  each  such  cash
          contribution is required to be made to the Partnership.

          3.03 Failure  to  Contribute.   If  either  the  IMC Partner (or,
          during the IMC GPCo Liquidation Period, either of  Operations  or
          IMC   GPCo)   or   the   FRP  Partner  (in  any  such  case,  the
          "Non-Contributing Partner")  fails,  in whole or in part, to make
          any cash contribution or defaults, in  whole  or  in part, in any
          other obligation to pay money under this Agreement within fifteen
          (15)  days  of  giving  of  a  due notice by either of the  other
          Partners  to  the  Non-Contributing   Partner   that   such  cash
          contribution  is  due  or  that the Non-Contributing Partner  has
          defaulted in any other such obligation hereunder, the IMC Partner
          (with respect to circumstances  in  which  the FRP Partner is the
          Non-Contributing  Partner) or the FRP Partner  (with  respect  to
          circumstances in which  the  IMC Partner (or, during the IMC GPCo
          Liquidation Period, either of  Operations  or  IMC  GPCo)  is the
          Non-Contributing  Partner),  as  the  case may be (in either such
          case,  the  "Contributing  Partner"), shall  have  the  right  to
          advance  directly  to  the  Partnership   such   additional  cash
          contribution, or portion thereof, or such other payment of money,
          or portion thereof, as the Non-Contributing Partner has failed to
          make  or  defaulted on (the "Non-Contributing Partner's  Share"),
          and such advance,  together  with  a  proportionate amount of the
          corresponding cash contribution or other payment, if any, made by
          such  Contributing  Partner,  shall  be  deemed  a  loan  by  the
          Contributing Partner to the Partnership (the  "Partner Loan").  A
          Partner Loan shall bear interest at the rate equal  to  the lower
          of:  (i)  the  maximum  rate  allowed  by  law;  or (ii) five (5)
          percentage points over the Prime Rate.  The Partner Loan shall be
          recouped  and  otherwise  repaid  from  all  funds  which   would
          otherwise  have  been  available  to make distributions which the
          Partners  would  otherwise  be  entitled   to  receive  from  the
          Partnership but for this Section 3.03, all of which shall instead
          be  paid  by  the  Partnership  to the Contributing  Partner  and
          applied  to  the payment of the Partner  Loan  and  all  interest
          thereon, until  the  same  shall  have  been paid in full.  It is
          understood,  however,  that  to  the  extent  the  principal  and
          interest  of  a  Partner  Loan  are  not  repaid in full  by  the
          Partnership  from  all  funds  which  would otherwise  have  been
          available  to  make  distributions (including  any  distributions
          pursuant   to   Section   12.07(b))    to   the   Partners,   the
          Non-Contributing Partner shall be obligated  to  repay  an amount
          equal  to the Non-Contributing Partner's Share of the outstanding
          balance  of  the principal and interest of such Partner Loan upon
          commencement of  the  winding up of the Partnership in accordance
          with Section 12.02.  Any  amount  which would otherwise have been
          available  to make distributions from  the  Partnership  that  is
          applied to any  Partner  Loan  shall  be  credited  first  to any
          interest  then  due  on such Partner Loan, and the balance of the
          distribution shall be  credited against the outstanding principal
          balance of such Partner Loan.

          The exercise of the right  to  make  a  Partner  Loan shall be in
          addition  to  any other rights or remedies that the  Contributing
          Partner may have  under  this  Agreement  or  at law or in equity
          arising from the Non-Contributing Partner's (i)  failure  to make
          the  required  cash  contribution  or  (ii)  default in any other
          obligation to pay money.

          3.04 Assumption of Liabilities Under Contribution  Agreement.  In
          accordance with the terms of this Agreement, the IMC  Partner has
          assumed all of the liabilities and obligations of Operations, and
          the   FRP   Partner  has  assumed  all  of  the  liabilities  and
          obligations of  FRP,  in  each  case  under  and  pursuant to the
          Contribution Agreement and each such Partner hereby  confirms its
          agreement to perform such assumed liabilities and obligations  as
          if  it  were  a  party  to such agreement. Any amounts payable by
          either  Non-Managing Partner  under  the  Contribution  Agreement
          shall be  deemed  amounts  payable  by such Non- Managing Partner
          hereunder.  The Partners agree that (i)  any  payment  by the IMC
          Partner or the FRP Partner pursuant to the terms of this  Section
          3.04 shall satisfy such amounts payable by Operations or FRP,  as
          the  case  may  be,  or  their  Affiliates under the Contribution
          Agreement and (ii) any payment by  Operations or FRP, as the case
          may  be,  or  their Affiliates under the  Contribution  Agreement
          shall satisfy such  amounts payable by the IMC Partner or the FRP
          Partner under this Section  3.04.  Nothing herein shall be deemed
          to release Operations or FRP  (or  any  of their Affiliates) from
          any obligations they may have under the Contribution Agreement.

          3.05 Subsequent Capital Contribution.  The  IMC  Partner  and the
          FRP  Partner each may, after the Closing Date, contribute to  the
          Partnership  their respective organizational costs, as defined in
          Section 709 of the Code, incurred in forming the Partnership.

                                          ARTICLE IV.

          Interests of Partners

          4.01 Interests of Partners.

          (a) The "Current Interests" of the Partners shall be as follows:

          Fiscal Year Ending     IMC           FRP      Managing
              June 30          Partner       Partner    Partner
          __________________  _________    _________    _____________

          1994                41.3995%      58.5995%     0.001%
          1995                44.9995%      54.9995%     0.001%
          1996                46.8995%      53.0995%     0.001%
          1997                46.4995%      53.4995%     0.001%
          1998 and            59.3995%      40.5995%     0.001%
          thereafter

          During the IMC  GPCo  Liquidation Period, the "Current Interests"
          of Operations and IMC GPCo shall be equal to eighty percent (80%)
          and  twenty  percent  (20%),   respectively,   of   the  "Current
          Interests" of the IMC Partner set forth above.

          (b) The "Capital Interests" of the Partners shall be as follows:

          Fiscal Year Ending    IMC           FRP        Managing
               June 30        Partner      Partner       Partner
          __________________ _________   ___________  _____________


          1994                53.4995%        46.4995%   0.001%
          1995                54.8995%        45.0995%   0.001%
          1996                56.3995%        43.5995%   0.001%
          1997                57.7995%        42.1995%   0.001%
          1998 and            59.3995%        40.5995%   0.001%
          thereafter

          During  the IMC GPCo Liquidation Period, the "Capital  Interests"
          of Operations and IMC GPCo shall be equal to eighty percent (80%)
          and  twenty   percent   (20%),   respectively,  of  the  "Capital
          Interests" of the IMC Partner set forth above.

          4.02 Capital Accounts.

          (a)  A  separate  Capital  Account  shall   be   established  and
          maintained in respect of each Partner.

          (b) The Capital Accounts of the Partners shall be  credited  with
          (i)  the  amount  of  cash  and  the  fair  market value of other
          property (net of liabilities that the Partnership  is  considered
          to  assume  or  take  subject  to  under Section 752 of the Code)
          contributed by such Partner to the capital of the Partnership and
          (ii) allocations to such Partner pursuant  to  Sections  5.01 and
          5.02 of income (or items thereof) including tax-exempt income and
          gain.   The  Capital  Accounts  of each of the Partners shall  be
          debited with (i) the amount of cash  and the fair market value of
          other property distributed to such Partner  (net  of  liabilities
          that  such  Partner  is  considered to assume or take subject  to
          under Section 752 of the Code);  (ii) allocations to such Partner
          of  expenditures  of  the  Partnership   described   in   Section
          705(a)(2)(B)  of  the Code; and (iii) allocations to such Partner
          pursuant to Sections 5.01 and 5.02 of deduction or loss (or items
          thereof).  If any property  other than cash is distributed to any
          Partner, the Capital Accounts  of  the Partners shall be adjusted
          as if the property had instead been sold by the Partnership for a
          price equal to its fair market value,  with the resulting gain or
          loss allocated among the Partners pursuant  to  Sections 5.01 and
          5.02 and the proceeds thereof distributed.

          (c) For purposes of computing the amount of any item  of  income,
          gain,  deduction  or loss to be reflected in the Capital Accounts
          of   the   Partners,   the    determination,    recognition   and
          classification   of   such  items  shall  be  the  same  as   its
          determination, recognition  and classification for Federal income
          tax purposes; except that:

                (i)  Any  deductions  for   depreciation,  depletion,  cost
                recovery   or   amortization   attributable   to   property
                contributed   by  the  Partners  to  the   Partnership   or
                attributable to  Partnership  property adjusted pursuant to
                Section  4.02(d) shall be determined  as  if  the  adjusted
                basis of such  property  on  the date it was contributed or
                adjusted  was  equal  to  the  fair  market  value  of  the
                property; and

                (ii) Any income, gain or loss attributable  to  the taxable
                disposition of any property contributed by the Partners  or
                attributable  to  Partnership property adjusted pursuant to
                Section 4.02(d) shall  be  determined  as  if  the adjusted
                basis  of  the  property as of the date of disposition  was
                equal to the fair  market value of the property at the time
                of contribution or adjustment  reduced by all depreciation,
                cost recovery and amortization deductions  charged  to  the
                Partners' Capital Accounts with respect to such property.

          (d)  Upon  the  issuance  of additional Partnership interests for
          cash or property, the Capital  Accounts  of  the Partners and the
          value of all Partnership assets for purposes of  Section  4.02(c)
          shall  be adjusted upwards or downwards to reflect any unrealized
          gain or  unrealized  loss  attributable  to each asset as if such
          assets had been sold immediately prior to  such issuance and such
          gain or loss had been allocated to the Partners,  at  such  time,
          pursuant to Sections 5.01 and 5.02.

          4.03  Interest  on  Capital  Accounts.   Except  as  specifically
          provided herein, no Partner shall be entitled to any interest  on
          its  Capital  Account  or its contributions to the capital of the
          Partnership, nor shall any  Partner  have  the right to demand or
          receive the return of all or any part of its  Capital  Account or
          its contributions to the capital of the Partnership.

          4.04  Loans from Partners.  Loans by a Partner to the Partnership
          (including,  without  limitation,  any Partner Loan) shall not be
          considered capital contributions.

          4.05 Transferred Capital Accounts.  In the event that any Partner
          transfers  all  or  a  portion  of  its Partnership  Interest  in
          accordance with the terms of this Agreement, the transferee shall
          succeed to the Capital Account of the  transferor  Partner to the
          extent   such   Capital   Account   relates  to  the  transferred
          Partnership Interest or portion thereof.   In accordance with the
          terms of the preceding sentence, Operations  shall succeed to 80%
          of the Capital Account of IMC GPCo as of the date  of the Initial
          IMC GPCo Liquidating Distribution and Operations shall succeed to
          the remaining 20% of the Capital Account of IMC GPCo  as  of  the
          date  of  the Final IMC GPCo Liquidating Distribution. If FTX and
          FRP elect to  merge,  liquidate  or  dissolve the FRP Partner (or
          transfer its Partnership Interests) in  accordance with the terms
          of the Amendment, Waiver and Consent Agreement,  the successor to
          the FRP Partner, as a Partner to the Partnership,  shall  succeed
          to  the  Capital  Account  of the FRP Partner, as provided in the
          first sentence of this Section.

                                           ARTICLE V.

          Profit and Loss Sharing; Allocations for Federal, State and Local
          Income Tax Purposes; Cash Distributions; Suspended Distributions;
          Reimbursement for Transaction Costs

          5.01 Allocation of Profits and  Losses.   Except  as  provided in
          Section  5.02,  5.03  or  12.05, for purposes of maintaining  the
          Capital Accounts and in determining  the  rights  of the Partners
          among  themselves, each item of income, gain, loss and  deduction
          (computed  in accordance with Section 4.02(c)) shall be allocated
          to the Partners'  Capital  Accounts as a part of the Residual Net
          Profit or Residual Net Loss  for  the year in accordance with the
          Partners' Capital Interests for the following year.

          5.02 Special Allocations.

          (a)   Transaction   Costs  attributable   to   the   transactions
          contemplated by the Contribution  Agreement  shall  be  allocated
          fifty  percent  (50%) to IMC GPCo and fifty percent (50%) to  the
          FRP Partner.

          (b) Any gain or loss  attributable to a Capital Transaction shall
          be  allocated  to  the IMC  Partner  (or,  during  the  IMC  GPCo
          Liquidation Period,  Operations and IMC GPCo) and the FRP Partner
          in accordance with their  respective  Capital  Interests  for the
          fiscal quarter of the Partnership in which the effective date  of
          the Capital Transaction occurs.

          (c)  If  the  IMC  Partner's (or, during the IMC GPCo Liquidation
          Period, Operations' and IMC GPCo's) or the FRP Partner's share of
          Current Interest Cash  for  any year exceeds that Partner's share
          of Target Cash for that year,  such Partner shall be allocated an
          amount of gross income equal to the excess.

          (d) If the IMC Partner's (or, during  the  IMC  GPCo  Liquidation
          Period, Operations' and IMC GPCo's) or the FRP Partner's share of
          Current  Interest  Cash  for any year is less than that Partner's
          share  of  Target  Cash for that  year,  such  Partner  shall  be
          allocated an amount of gross loss equal to the difference.

          (e) The gross income  or  loss  allocated  to  any  Partner under
          Section 5.02(c) or 5.02(d) shall be considered to consist of each
          item   of   Partnership  income  or  loss  (except  depreciation,
          depletion and  amortization),  as  the  case  may be, in the same
          proportion  that such items bear to total Partnership  income  or
          loss.

          (f)  For purposes  of  Sections  5.02(c)  and  5.02(d),  the  IMC
          Partner's   (or,   during   the   IMC  GPCo  Liquidation  Period,
          Operations' and IMC GPCo's) or the  FRP  Partner's  percentage of
          Target Cash for any year shall be equal to such Partner's Current
          Interest  for  such  year.  For purposes of Sections 5.02(c)  and
          5.02(d), the IMC Partner's  (or,  during the IMC GPCo Liquidation
          Period, Operations' and IMC GPCo's)  or  the FRP Partner's "share
          of Target Cash" for any year shall be equal to (i) such Partner's
          percentage of Target Cash for such year, as  determined  pursuant
          to the preceding sentence multiplied by (ii) Target Cash for such
          year.
          (g)  All  losses  and  deductions  associated  with the Partners'
          organizational  costs  shall be allocated proportionally  to  the
          Partners based on their  contribution  of  such costs pursuant to
          Section 3.05.

          5.03 Tax Allocations.

          (a) Except as otherwise provided in this Agreement,  for  Federal
          income tax purposes, all items of Partnership income, gain,  loss
          and  deduction (and the character and source of such items) shall
          be allocated  among  the  Partners  in  the  same  manner  as the
          corresponding   item  of  income,  gain,  loss  or  deduction  is
          allocated to Capital Accounts pursuant to Sections 5.01 and 5.02.

          (b) If, as a result  of contributions of property by a Partner to
          the Partnership or as  a result of the revaluation of Partnership
          assets pursuant to Section  4.02(d),  Section  704(c) of the Code
          (or  the  principles  of  Section  704(c)  of the Code)  requires
          allocations   of  income,  gain,  loss  and  deduction   of   the
          Partnership in a manner different from that set forth in Sections
          5.01 and 5.02,  the  Partnership  shall adopt mutually acceptable
          methods and conventions consistent with the provisions of Section
          704(c)  of  the  Code and the Regulations  thereunder  which  are
          acceptable to both  the  IMC  Partner  (or,  during  the IMC GPCo
          Liquidation Period, Operations and IMC GPCo) and the FRP  Partner
          and  such  methods  and  conventions  shall  control,  solely for
          Federal  income tax purposes, allocations of items of Partnership
          income, gain,  loss  and  deduction.   The method and conventions
          adopted by the Partnership shall be designed,  in general, (i) to
          allocate the "built-in" gain or loss on the sale of a contributed
          property to the contributor; (ii) to allocate the deductions from
          contributed  properties in a manner that reflects  the  Partners'
          respective contributions  of basis giving rise to such deductions
          (other than special basis adjustments  pursuant to Section 743 of
          the Code); (iii) to preserve to the FRP  Partner, for the benefit
          of FRP and its partners, deductions attributable to special basis
          adjustments pursuant to Section 754 of the  Code  resulting  from
          the purchase of interests in FRP; (iv) to adjust the allocations,
          to  the  extent  necessary,  to  reflect  the  sale  of  an asset
          contributed by a Partner; (v) to eliminate the difference between
          the  value  at  which  the  property is shown on the books of the
          Partnership and the property's  adjusted  tax  basis; and (vi) to
          assist  the  FRP  Partner in integrating the allocations  of  the
          Partnership  with allocations  to  FRP  and  its  partners  in  a
          reasonable manner.

          5.04 Interim Closing of the Books on Transfer.  In the event that
          a Partner sells  or exchanges all or a portion of its Partnership
          Interest or a Partner's  Partnership  Interest  is  reduced,  the
          Partners'  distributive share of items allocated to them pursuant
          to  Sections  5.01  and  5.02  shall  be  determined  as  if  the
          Partnership's  books  of account were closed on the date on which
          such sale, exchange or  reduction  of  the  Partnership  Interest
          occurred;  provided,  that,  to  the  extent  such  determination
          relates  to  transactions  contemplated by the IMC GPCo  Plan  of
          Liquidation and the optional  merger,  liquidation or dissolution
          of Agrico LP (or the transfer of its Partnership Interests to FRP
          or an Affiliate of FRP) as contemplated  by the Amendment, Waiver
          and Consent Agreement, such determination shall be based upon any
          permissible method elected by the Tax Matters Partner.

          5.05  Disagreement  Between  Partners.   In  the   event   of   a
          disagreement   between  the  IMC  Partner  and  the  FRP  Partner
          concerning the correct calculation of the allocations pursuant to
          this Article V, the correct calculation of such allocations shall
          be treated as a  Major  Decision  and  shall be determined by the
          Policy Committee, the CEOs or the Managing  Partner,  as the case
          may be, pursuant to Section 6.07(a) and Section 6.07(b).

          5.06    Obligations   with   Respect   to   Distributable   Cash.
          Notwithstanding  any other provision of this Agreement other than
          Sections 3.03 and  5.07(d),  but  subject  to  the  terms  of any
          agreement or instrument to which the Partnership is a party,  the
          Partnership  shall distribute quarterly all Distributable Cash to
          the Partners.
          5.07 Distribution of Distributable Cash; Suspended Distributions.

          (a) Subject to  the terms of any agreement or instrument to which
          the Partnership is  a  party,  as  soon  as available, but in any
          event (i) not later than sixteen (16) days  (or, in the case of a
          quarter  ending  on  June  30, not later than thirty  (30)  days)
          following the end of each quarter of each Fiscal Year, commencing
          with  the end of the first quarter  following  the  Closing,  the
          Partnership shall advise each Partner in writing of the amount of
          Distributable  Cash,  if  any,  which will be distributed to each
          Partner in respect of the previous  quarter  of  the Fiscal Year,
          (ii)  in  the  case of a quarter ending June 30, not  later  than
          sixteen (16) days  following  the end of such quarter, commencing
          with  the  first  such  quarter  following   the   Closing,   the
          Partnership  shall  advise  each  Partner  in writing of its good
          faith estimate of the amount of Distributable Cash, if any, which
          will be distributed to each Partner in respect  of  the  previous
          quarter  of  the  Fiscal  Year  and  (iii) not later than 40 days
          following the end of each quarter of each Fiscal Year, commencing
          with  the  first quarter following the Closing,  the  Partnership
          shall distribute  to  each  Partner  such Partner's Distributable
          Cash in respect of the preceding quarter  (adjusted, if required,
          as  provided  in  Section  5.07(b)  and Section  5.07(c)  below);
          provided,  however,  that  if  the  Accounting  Referee  has  not
          provided  its  report  in  accordance  with   the  terms  of  the
          Contribution   Agreement  prior  to  any  such  distribution   of
          Distributable Cash, the Managing Partner shall consider the items
          or amounts that  are  the  subject of dispute in establishing any
          cash reserves of the Partnership,  including, without limitation,
          as such reserves relate to the calculation  of  Current  Interest
          Cash.
          (b)    Notwithstanding   the   foregoing,   the   allocation   of
          Distributable  Cash  to IMC GPCo and the FRP Partner for quarters
          ending on or prior to June 30, 1994 shall be adjusted as follows:

                (i)  first,  Distributable   Cash  shall  be  computed  and
                allocated to IMC GPCo and the FRP Partner for such quarter,
                as if any Transaction Costs incurred  by the Partnership in
                such quarter had not been incurred;

                (ii) second, an amount equal to 50% of any expenditures for
                Transaction Costs incurred by the Partnership  during  such
                quarter  shall  be  subtracted  from the amounts calculated
                under clause (i) above; and

                (iii) third, the amount so calculated  pursuant  to clauses
                (i) and (ii) above shall be distributed to IMC GPCo and the
                FRP Partner.

          (c) Capital Proceeds in respect of a Material Asset Sale shall be
          distributed,   reinvested  or  retained  by  the  Partnership  as
          determined by the  Policy  Committee or the CEOs, as the case may
          be,  at the time of approval  of  such  Material  Asset  Sale  in
          accordance  with  the terms of Section 6.07.  Capital Proceeds in
          respect of all other Capital Transactions shall be distributed to
          the Partners pursuant  to  Section  5.07(a)  unless  the Managing
          Partner  elects  to  use  such  Capital  Proceeds to replace  the
          capital  asset  in  respect of which such Capital  Proceeds  were
          generated or otherwise to maintain (but not for the Expansion of)
          the business of the Partnership.

          (d) Notwithstanding the  foregoing  provisions  of Sections 5.06,
          5.07(a), 5.07(b) and 5.07(c), and in addition to  the  suspension
          and repayment that is to occur under the circumstances set  forth
          in Section 3.03 hereof, if either Operations or FRP, or either of
          their  Affiliates,  fails  to  pay  any  claim  (a  "Contribution
          Agreement Claim") by the Partnership or another Partner or any of
          its  respective  Affiliates (the "Non-Defaulting Partner")  under
          the Contribution Agreement  and  there  is  no good faith dispute
          between Operations, or any of its Affiliates,  and FRP, or any of
          its Affiliates, as to the existence of such claim  or  if  either
          the  IMC  Partner  (or,  during  the IMC GPCo Liquidation Period,
          Operations or IMC GPCo) or the FRP  Partner  fails  to  make  any
          payment  due  hereunder  (including, without limitation, any cash
          contribution pursuant to Section 3.02) and there is no good faith
          dispute among the Partners  over  the  existence of such default,
          then the Partnership shall suspend all payments and distributions
          otherwise due hereunder to the Partner that  has  so defaulted or
          whose parent entity has so defaulted (the "Defaulting  Partner").
          If a good faith dispute exists (i) between Operations, or  any of
          its  Affiliates,  and  FRP,  or  any of its Affiliates, as to the
          existence of a Contribution Agreement  Claim  or (ii) between the
          IMC  Partner  (or,  during  the  IMC  GPCo  Liquidation   Period,
          Operations or IMC GPCo) and the FRP Partner over the existence of
          a  default with respect to a payment due hereunder, then in  each
          such  case,  the parties to such dispute shall proceed to resolve
          such dispute as  soon  as  practicable  pursuant  to  the Dispute
          Resolution  Mechanism.  All  payments and distributions otherwise
          due  to  the  Defaulting Partner  hereunder,  including,  without
          limitation,  amounts   determined   by   the  Dispute  Resolution
          Mechanism  to  be  a  valid  Contribution Agreement  Claim  or  a
          defaulted  payment  hereunder,  shall  instead  be  recouped  and
          applied to what would otherwise have  been  distributed  to  such
          Defaulting  Partner  to  reduce  the  claim of the Partnership or
          Partner or of their Affiliate, as the case  may  be,  until  such
          time  as  the  Contribution  Agreement  Claim  or  such defaulted
          payment, as the case may be, together with interest on the unpaid
          amount thereof at the rate per annum equal to the lower  of:  (i)
          the maximum rate allowed by law and (ii) the Prime Rate plus five
          percent  (5%) has been paid in full.  The parties agree that with
          respect to a Contribution Agreement Claim all amounts so recouped
          and paid to  a  Non-Defaulting Partner shall satisfy such amounts
          owed  by Operations  or  FRP,  as  the  case  may  be,  or  their
          Affiliates  under  the  Contribution  Agreement.  Upon payment in
          full  of  the  Contribution  Agreement Claim  or  such  defaulted
          payment, as the case may be (together  with such interest accrued
          thereon), the Partnership shall resume payments and distributions
          to  the  Partners in accordance with the provisions  of  Sections
          5.07(a), 5.07(b) and 5.07(c).

          5.08  Payment   of  Transaction  Costs.   The  Partnership  shall
          promptly reimburse any Partner for any Transaction Costs incurred
          and actually paid  by  such  Partner.  Any such Transaction Costs
          incurred prior to the date of  this Agreement, and not previously
          reimbursed by the Partnership, will be promptly reimbursed by the
          Partnership following such date.

                                           ARTICLE VI.

          Management

          6.01  Operation.  The business and  affairs  of  the  Partnership
          shall be managed and conducted by the Managing Partner, who shall
          have full  control  over and responsibility for such business and
          affairs,  in  all  cases   subject  to  the  provisions  of  this
          Agreement.  The Managing Partner  shall  perform  its  duties and
          obligations  hereunder  as  an  ordinary  prudent  and reasonable
          manager would under similar circumstances.

          It is understood and agreed that regardless of the fact  that the
          Managing   Partner   may  enter  into  transactions,  agreements,
          arrangements and understanding  with the Operating Partner or its
          Affiliates,  including,  without limitation,  the  Marketing  and
          Administrative Services Agreement  and  the Leasing Agreement, in
          order  for  the Operating Partner or such Affiliates  to  provide
          certain services  to  the  Managing Partner, the Managing Partner
          shall not be relieved of its  duties  and  obligations to provide
          services  hereunder  nor  shall  such duties and  obligations  be
          altered  by  such  transactions,  agreements,   arrangements   or
          understandings.

          6.02  General  Powers  of  the  Managing Partner.  Subject to the
          terms, restrictions and limitations  set  forth elsewhere herein,
          including, without limitation, those set forth  in  this  Article
          VI,  the  Managing  Partner,  on behalf of the Partnership, shall
          have full authority and responsibility  to do all things it deems
          necessary  or  appropriate  in the conduct of  the  business  and
          affairs of the Partnership, including,  without  limitation,  (i)
          the determination of the operations in which the Partnership will
          participate and the level or rate of activity of such operations;
          (ii)  the  obtaining and maintaining of all governmental licenses
          and permits  necessary  or  appropriate  for  the  conduct of the
          activities  of  the  Partnership;  (iii) the execution of  normal
          banking  transactions  such  as accepting  deposits,  drawing  of
          checks  and  otherwise  making  payments   on   behalf   of   the
          Partnership;  (iv)  the  maintaining  or  incurring  of Debt, the
          making of expenditures and the incurring of any other obligations
          it  deems  necessary  or  appropriate  for  the  conduct  of  the
          activities of the Partnership; (v) the evaluation of confidential
          information  furnished to the Partnership by others in connection
          with  the  operation   of   the  Partnership's  business  or  the
          evaluation by the Partnership  of  a  potential transaction; (vi)
          the   acquisition,   lease,   disposition,   mortgage,    pledge,
          encumbrance,  hypothecation  or  exchange  of  any  or all of the
          assets  of  the Partnership; (vii) the use of the assets  of  the
          Partnership (including,  without limitation, cash on hand) in any
          manner it deems necessary  or appropriate in order to achieve the
          purposes of the Partnership,  including,  without limitation, the
          financing  of  the  conduct of the activities  of  the  Phosphate
          Chemicals Business and  any  other operations of the Partnership,
          the extension of credit in the  ordinary  course  of  business to
          Persons  other  than  Affiliates  of the Managing Partner (except
          that the Managing Partner may cause  the  Partnership  to advance
          funds  to it or its Affiliates in order to meet payroll or  other
          similar obligations with respect to its employees or employees of
          its Affiliates  who  provide  services  to  the  Partnership,  as
          contemplated  in  Sections  9.06  and  9.11),  the  repayment  of
          obligations   of  the  Partnership,  the  conduct  of  additional
          Partnership operations  and  the  purchase  of assets; (viii) the
          negotiation  and  execution  on any terms it deems  necessary  or
          appropriate, and the performance  of,  any contracts, conveyances
          or other instruments that it considers necessary  or  appropriate
          to   the   conduct   of   the   Partnership   operations  or  the
          implementation  of  its  powers  under this Agreement;  (ix)  the
          calculation and distribution of Distributable  Cash;  (x) subject
          to  Section  5.07(c)  and  Section  5.07(d), the calculation  and
          reinvestment,  or  distribution, of Capital  Proceeds;  (xi)  the
          selection, appointment  and  dismissal  of  officers,  employees,
          outside   attorneys,   accountants,  consultants,  engineers  and
          contractors to perform services  for  the  Partnership,  and  the
          determination of their compensation and other terms of employment
          or  hiring;  (xii)  the  maintenance of such insurance (including
          self-  insurance)  for the benefit  of  the  Partnership  as  the
          Managing  Partner deems  necessary  or  appropriate;  (xiii)  the
          formation of  any  further limited or general partnerships, joint
          ventures or other relationships  that  the Managing Partner deems
          necessary or appropriate, except that the  Managing Partner shall
          not,  without  the  consent  of  the  FRP  Partner,   cause   the
          Partnership  to  create,  invest in, or become an equity owner or
          partner in an entity which  is  subject  to Federal income taxes;
          (xiv)  the  control  of  any  matters affecting  the  rights  and
          obligations  of  the  Partnership,   including   the  conduct  of
          litigation and the incurring of legal expenses and the settlement
          of   claims   and   litigation;  (xv)  the  preparation  of   the
          Partnership's tax returns;  (xvi)  subject  to  Section 9.12, the
          hiring   or   engagement  of  its  Affiliates  (subject  to   the
          supervision and control of the Managing Partner) to carry out the
          obligations of  the Managing Partner hereunder; (xvii) subject to
          Section 9.07, the  taking of all actions necessary or appropriate
          to preserve life or  property  in  the  case  of  an emergency or
          necessary  or  appropriate  to  comply with applicable  law;  and
          (xviii) the payment of all taxes  which may be levied or assessed
          against the Partnership or its properties.

          6.03 Limitations on the Partners; Relations Among Partners.

          (a)  Except as set forth in Section  6.02  with  respect  to  the
          Managing  Partner,  but  in all cases subject to Section 6.07, no
          Partner shall, in the name  of,  or on behalf of the Partnership,
          act  without the prior consent of the  Policy  Committee  or  the
          approval  of the two CEOs or the Managing Partner contemplated by
          Section 6.07(b), as the case may be.

          (b) No Partner  shall  be liable to third Persons for Partnership
          losses,   deficits,  liabilities   or   obligations   except   as
          specifically  otherwise provided herein or expressly agreed to in
          writing by such  Partner,  unless  the  assets of the Partnership
          shall first be exhausted.

          (c) In any matter between the Partnership on the one hand and any
          of the Partners on the other hand or in any  matter  between  the
          Partners,  neither the Partnership nor any Partner shall be bound
          by  the act of  a  Partner  unless  such  Partner  is  acting  in
          accordance  with the limitations and provisions set forth in this
          Agreement or with the consent of each other Partner.

          6.04 Policy Committee.

          (a) The responsibility  and  authority  for establishing policies
          relating  to  the  strategic  direction  of the  Partnership  and
          assuring that such policies are implemented  shall be vested in a
          policy   committee  (the  "Policy  Committee").   All   decisions
          concerning the management and control of the Partnership that are
          approved  by  the  Policy  Committee  shall  be  binding  on  the
          Partnership and the Partners.  Except as otherwise stated herein,
          the  Managing  Partner  shall  use  all  commercially  reasonable
          efforts  to  act  in  accordance  with  the  budgets and policies
          established  by,  and other determinations made  by,  the  Policy
          Committee or the two  CEOs  or  the Managing Partner, as the case
          may be, in accordance with Section 6.07.

          (b) The Policy Committee shall consist  of  four (4) members, two
          (2) of whom shall be representatives of the IMC  Partner selected
          by   the   IMC   Partner   (each  an  "IMC  Representative"  and,
          collectively, the "IMC Representatives")  and  two  (2)  of  whom
          shall  be  representatives of the FRP Partner selected by the FRP
          Partner (each an "FRP Representative" and, collectively, the "FRP
          Representatives"  and, together with the IMC Representatives, the
          "Representatives").   A  Representative  of the Operating Partner
          shall serve as Chairman of the Policy Committee.  The IMC Partner
          and  the  FRP Partner shall, within ten (10)  days  of  the  date
          hereof, notify  each  other in writing of the identity of the IMC
          Representatives and the  FRP  Representatives, respectively.  The
          IMC Partner, within (10) days of  the  date  hereof, shall notify
          the other Partners in writing as to which of its  Representatives
          is  to initially serve as Chairman of the Policy Committee.   Any
          person selected by the IMC Partner or the FRP Partner to serve as
          an IMC  Representative or an FRP Representative shall continue to
          serve in such capacity until such Partner shall have notified the
          other Partners  in  writing  of  his or her replacement.  The IMC
          Partner and the FRP Partner may, by  written notice to the other,
          designate  a  person  to  serve  as  an alternate  for  each  IMC
          Representative  and each FRP Representative,  respectively  (each
          alternate to an IMC Representative being referred to herein as an
          "IMC Alternate" and,  collectively, as the "IMC Alternates"; each
          alternate to an FRP Representative being referred to herein as an
          "FRP Alternate" and, collectively,  as  the "FRP Alternates"; and
          the  IMC  Alternates  and the FRP Alternates  being  collectively
          referred to herein as the  "Alternates"),  and such IMC Alternate
          or FRP Alternate, as the case may be, shall  be  entitled, in the
          absence of such IMC Representative or FRP Representative, to vote
          on behalf of such IMC Representative or FRP Representative at any
          meeting   of   the  Policy  Committee.   Each  Partner  and   its
          Affiliates, in dealing  with IMC Representatives or Alternates or
          the FRP Representatives or  Alternates, as the case may be, shall
          be entitled to rely conclusively  upon the power and authority of
          such Representatives or Alternates to bind the IMC Partner or the
          FRP  Partner, as the case may be, with  respect  to  all  matters
          unless  and  until  it receives notice to the contrary in writing
          from the IMC Partner  or the FRP Partner, as the case may be.  To
          the fullest extent permitted  by  law,  each  Representative  and
          Alternate  shall  be  deemed  the  agent  of  the  Partner  which
          appointed  such  Person  a Representative and Alternate, and such
          Representative or Alternate  shall  not  be  deemed an agent or a
          sub-agent of the Partnership or the other Partners and shall have
          no duty (fiduciary or otherwise) to the Partnership  or the other
          Partners.   Each Partner, by execution of this Agreement,  agrees
          to, consents  to,  and  acknowledges the delegation of powers and
          authority to such Representative  and  Alternatives,  and  to the
          actions  and  decisions  of  such  Representative  and Alternates
          within  the  scope  of  their  respective  authority  as provided
          herein.

          (c)  The  Policy  Committee shall hold regular meetings at  least
          once during each quarter  of  each Fiscal Year on dates specified
          by the Policy Committee and may  meet for special meetings at the
          call of any Partner on at least twenty  (20)  days' notice to the
          other Partners (or such shorter periods as may be necessary in an
          emergency).   Attendance  by  any  IMC  Representative   or   FRP
          Representative  or  any  IMC  Alternate  or  FRP Alternate at any
          meeting  of  the Policy Committee shall constitute  an  effective
          waiver of any required prior notice to the IMC Partner or the FRP
          Partner, as the  case  may  be, of such meeting.  The Chairman of
          the Policy Committee shall, (i)  with  reasonable  advance notice
          (which  in  the case of regular quarterly meetings shall  not  be
          less than fourteen  (14)  days), prepare and distribute an agenda
          for  each  meeting of the Policy  Committee,  (ii)  organize  and
          conduct such  meeting and (iii) prepare and distribute minutes of
          such meeting.   Any Partner may propose in advance topics for the
          agenda or raise topics  which  are  not  on  the  agenda for such
          meeting.   In  addition to the Representatives and Alternates  of
          the Partners serving  on the Policy Committee each Representative
          or Alternate of each of  the  IMC Partner and the FRP Partner may
          bring one or more other advisors  to  any  meeting; provided that
          such  advisors  shall not have the right to vote  on  any  matter
          brought before the  Policy  Committee; and provided, further that
          the Representatives or Alternates of either of the IMC Partner or
          the FRP Partner shall have the  right  to call executive sessions
          of  the  Policy  Committee  and  to  exclude  any  Person  not  a
          Representative  or Alternate from such executive  session  unless
          such Person is an employee of a Partner or its parent entity.

          (d) Meetings of the  Policy  Committee  may  only  be held when a
          quorum is present.  Except as set forth in the last  sentence  of
          this  Section  6.04(d), a quorum of the Policy Committee shall be
          comprised of four  (4)  Representatives  or  Alternates  (or  any
          combination  thereof), which quorum shall be comprised of two (2)
          IMC  Representatives   or  IMC  Alternates  (or  any  combination
          thereof) and two (2) FRP  Representatives  or  FRP Alternates (or
          any combination thereof).  The affirmative vote  of a majority of
          the  Policy Committee at a meeting at which a quorum  is  present
          (two  (2)   IMC   Representatives   or  IMC  Alternates  (or  any
          combination  thereof)  and  two (2) FRP  Representatives  or  FRP
          Alternates (or any combination thereof) being entitled to vote at
          any  such meeting, except as set  forth  in  the  final  two  (2)
          sentences of this Section 6.04(d)) must be obtained in connection
          with the  decision  of  any matter being considered by the Policy
          Committee; provided, that  in  the case of a business opportunity
          presented to the Partnership by  a Presenting Partner pursuant to
          Section  2.08(b)  or  pursuant  to  Section  3.0  of  the  Parent
          Agreement or a Real Estate Development  Project  presented to the
          Partnership by a Developing Partner pursuant to Section  2.08(c),
          the  election  as  to  whether  to  pursue  or not to pursue such
          business opportunity or Real Estate Development  Project,  as the
          case  may  be,  shall  be made by the affirmative vote of two (2)
          Representatives or Alternates (or any combination thereof) of the
          Exercising Partner or the  Electing  Partner, as the case may be.
          Representatives  or  Alternates  (or  any   combination  thereof)
          constituting   a  quorum  may,  upon  their  unanimous   consent,
          participate in a  meeting  of  the  Policy  Committee by means of
          conference  telephone or similar communications  equipment  which
          makes it possible for all persons participating in the meeting to
          hear  each  other.    Representatives   or   Alternates  (or  any
          combination thereof) may consent to any action  without a meeting
          through  a  consent in writing of two (2) IMC Representatives  or
          IMC Alternates  (or  any  combination  thereof),  and two (2) FRP
          Representatives  or  FRP Alternates (or any combination  thereof)
          or, in the circumstances  described  in the proviso to the second
          preceding  sentence above, of two Representatives  or  Alternates
          (or any combination  thereof)  of  the  Exercising Partner or the
          Electing  Partner,  as  the  case  may  be.  Notwithstanding  any
          provision of this Agreement to the contrary,  if  either  the IMC
          Partner  (or,  during the IMC GPCo Liquidation Period, Operations
          or IMC GPCo) or the FRP Partner defaults in any obligation to pay
          money  (including,  without  limitation,  any  cash  contribution
          pursuant  to  Section  3.02  and  any  amounts  payable under the
          Contribution  Agreement)  as  and  when  due hereunder  and  such
          default remains uncured after the expiration  of thirty (30) days
          from  and  after  notice  thereof  to such Partner by  any  other
          Partner and there is no good faith dispute  among the Partners or
          their  Affiliates  over the existence of such default  (with  any
          such good faith disputes  among  the Partners or their Affiliates
          to be resolved as soon as practicable  pursuant  to  the  Dispute
          Resolution   Mechanism),   neither   the   defaulting   Partner's
          Representatives  nor  Alternates  (which,  during  the  IMC  GPCo
          Liquidation Period, with respect to either Operations or IMC GPCo
          shall   mean   neither   the  IMC  Representatives  nor  the  IMC
          Alternates) shall be entitled  to  vote  on,  or  consent to, any
          matter before the Policy Committee until such time as the default
          has been cured by the defaulting Partner (but they shall continue
          to  receive  notice of and to be able to attend meetings  of  the
          Policy Committee),  and  during  such period the Policy Committee
          shall be entitled to exercise all  of  its power and authority as
          set  forth  in this Partnership Agreement  upon  the  vote  at  a
          meeting  (or  by   telephone   or  other  similar  communications
          equipment as set forth above) or by written consent of two (2) of
          the Representatives or Alternates (or any combination thereof) of
          the non-defaulting Partner.  In any such event, the presence at a
          meeting   in   person   (or  by  telephone   or   other   similar
          communications  equipment   as   set  forth  above)  of  two  (2)
          Representatives or Alternates (or any combination thereof) of the
          non-defaulting  Partner  shall  constitute   a   quorum  for  the
          transaction of business.

          6.05 Rules of Procedure.  The Policy Committee may  from  time to
          time  adopt  detailed  rules and procedures not inconsistent with
          this  Agreement  for  the  management  of  the  business  of  the
          Partnership.

          6.06  Further  Management Limitations.   Under  no  circumstances
          shall the Policy  Committee  have the power to alter or modify in
          any manner the terms of this Agreement.

          6.07 Major Decisions.

          (a) Except as provided in Section  6.07(b) below, no act shall be
          taken or sum expended or obligation  incurred by the Partnership,
          the Policy Committee or any Partner concerning  a  matter  within
          the  scope of any of the Major Decisions set forth below (each  a
          "Major  Decision"), unless and until the Major Decision (A) shall
          be approved  by  the  Policy  Committee  or  the  CEOs  or (B) is
          permitted to be taken by the Managing Partner pursuant to Section
          6.07(b).  The Major Decisions shall consist of:

                (i)  creating  any  Debt of the Partnership in an aggregate
                amount  at  any  time  outstanding   exceeding   the   Base
                Obligation Amount applicable at the time when such Debt  is
                incurred; provided that no approval by the Policy Committee
                or  the  CEOs  will  be  required  for  borrowings  by  the
                Partnership  for  working  capital  purposes  pursuant to a
                credit   facility   (or   a  working  capital  contribution
                facility) previously approved  by the Policy Committee (or,
                if not by the Policy Committee, by the CEOs); and provided,
                further that the Partners shall  have  the  right  to  make
                Partner Loans to the Partnership in accordance with Section
                3.03  without  the  approval of the Policy Committee or the
                CEOs;

                (ii)   making,  or  committing   to   make,   any   capital
                expenditures for Expansion in an annual aggregate amount in
                any Fiscal Year in excess of the Base Obligation Amount for
                such Fiscal Year;

                (iii) making,  or  committing  to  make, any Material Asset
                Sale;

                (iv)  approving  annual operating and  capital  expenditure
                budgets, quarterly updates of such budgets and any increase
                in excess of 15% in  any previously approved capital budget
                item having a dollar amount in any Fiscal Year in excess of
                the Base Budget Amount  for  such  Fiscal  Year,  it  being
                understood  that  if  any  quarterly update of a previously
                approved annual operating or  capital expenditure budget is
                not approved by the Policy Committee,  or the CEOs pursuant
                to  Section  6.07(b),  as  the  case may be,  the  Managing
                Partner shall have the authority to continue to operate and
                manage  the  business  and affairs of  the  Partnership  in
                accordance with the most recently approved annual operating
                or capital expenditure budget,  as the case may be, as such
                budget   has  been  updated  by  any  previously   approved
                quarterly budget update;

                (v) calculating Distributable Cash and making distributions
                of Distributable Cash in accordance with Section 5.07;

                (vi)  entering  into,  or  modifying  or  amending  in  any
                material  respect,  any agreement which expressly restricts
                the Partnership's right to distribute Distributable Cash to
                the Partners;

                (vii)  incurring a Material  Obligation  (other  than  Debt
                permitted to be incurred pursuant to Section 6.07(a)(i));

                (viii) (A)  shutting  down  any  Material Facilities of the
                Partnership if, in the good faith  judgment of the Managing
                Partner, such shut down is expected to last more than three
                (3)  months  or  (B)  continuing  to  keep   any   Material
                Facilities of the Partnership shut down (other than  a shut
                down  covered  by  clause  (A)  above  which  was  properly
                approved  by  the Policy Committee or, if not by the Policy
                Committee, by the CEOs) for a period in excess of three (3)
                months;

                (ix) approving  and  determining  the  amount  of  any cash
                contributions  by  the  Partners  to  be  made  pursuant to
                Section 3.02;

                (x) entering into, or modifying or amending in any material
                respect,  any  transactions,  agreements,  arrangements  or
                understandings between or on behalf of the Partnership,  on
                the one hand, and the Operating Partner or any Affiliate of
                the  Operating  Partner, on the other hand, in an aggregate
                amount in any Fiscal  Year  in excess of the Base Affiliate
                Transaction Amount for such Fiscal  Year,  other  than  the
                transactions,  agreements,  arrangements  or understandings
                referenced in Section 9.12;

                (xi) entering into any settlement agreement with respect to
                any suit, claim, action or proceeding involving  payment by
                the  Partnership  of  an  amount  in  excess of one million
                dollars ($1,000,000); or

                (xii) calculating the allocations pursuant to Article V, in
                the event of a disagreement between the  IMC  Partner  (or,
                during  the  IMC GPCo Liquidation Period, Operations or IMC
                GPCo) and the FRP Partner relating thereto.

          (b) Notwithstanding  the foregoing, if the Policy Committee fails
          to approve any matter  before  it in accordance with the terms of
          Sections  6.04  and  6.05,  after  discussion   in   good  faith,
          resolution  of  such  matter  shall be referred to the respective
          Chief Executive Officers ("CEOs") of the Non-Managing Partners at
          the  time such matter is presented  for  resolution.   Except  as
          provided  in Section 6.07(c) below, if such CEOs fail to agree on
          any matter  within  fourteen (14) days of the date the matter was
          submitted to them, pending  final  resolution of the dispute, the
          Managing Partner shall have the authority to operate the business
          and affairs of the Partnership in such  a manner as it reasonably
          determines to be necessary in order to maintain  the value of the
          assets  of  the  Partnership or as required to assure  compliance
          with applicable law,  including  without  limitation  taking  the
          following actions:

                (i)  establishing  annual operating and capital expenditure
                budgets   (including  maintenance   capital   and   capital
                expenditures  for  Expansion  in an aggregate amount in any
                Fiscal Year not exceeding the Base  Obligation  Amount  for
                such Fiscal Year);

                (ii)   calculating   Distributable  Cash  and  distributing
                Distributable Cash in accordance with Section 5.07;

                (iii) (A) shutting down  any  Material  Facilities  of  the
                Partnership  if, in the good faith judgment of the Managing
                Partner, such shut down is expected to last more than three
                (3)  months  or   (B)   continuing  to  keep  any  Material
                Facilities of the Partnership  shut down (other than a shut
                down  covered  by  clause  (A)  above  which  was  properly
                approved by the Policy Committee  or,  if not by the Policy
                Committee,  by  the  CEOs  or  properly undertaken  by  the
                Managing  Partner)  for a period in  excess  of  three  (3)
                months; or

                (iv) calculating the  allocations pursuant to Article V, in
                the event of a disagreement  between  the  IMC Partner (or,
                during the IMC GPCo Liquidation Period, Operations  or  IMC
                GPCo) and the FRP Partner relating thereto.

          (c)  Notwithstanding  the  foregoing Section 6.07(b), in no event
          shall the Managing Partner take  any  of  the  following  actions
          without the prior approval of either the Policy Committee or  the
          CEOs  in  accordance  with Section 6.07(a) or Section 6.07(b), as
          the case may be:

                (i) creating any  Debt  of  the Partnership in an aggregate
                amount  at  any  time  outstanding   exceeding   the   Base
                Obligation Amount applicable at the time when such Debt  is
                incurred; provided that no approval by the Policy Committee
                or  the  CEOs  will  be  required  for  borrowings  by  the
                Partnership  for  working  capital  purposes  pursuant to a
                credit   facility   (or   a  working  capital  contribution
                facility) previously approved  by the Policy Committee (or,
                if not by the Policy Committee, by the CEOs); and provided,
                further that the Partners shall  have  the  right  to  make
                Partner Loans to the Partnership in accordance with Section
                3.03 without approval of the Policy Committee or the CEOs;

                (ii)   making,   or   committing   to   make,  any  capital
                expenditures for Expansion in an aggregate  amount  in  any
                Fiscal  Year  in  excess  of the Base Obligation Amount for
                such Fiscal Year;

                (iii) making, or committing  to  make,  any  Material Asset
                Sale;

                (iv)  entering  into,  or  modifying  or  amending  in  any
                material  respect,  any agreement which expressly restricts
                the Partnership's right to distribute Distributable Cash to
                the Partners;

                (v)  incurring  a  Material  Obligation  (other  than  Debt
                permitted to be incurred pursuant to Section 6.07(a)(i));

                (vi)  approving and determining  the  amount  of  any  cash
                contributions  by  the  Partners  to  be  made  pursuant to
                Section 3.02;

                (vii)  entering  into,  or  modifying  or  amending in  any
                material    respect,    any    transactions,    agreements,
                arrangements or understandings between or on behalf  of the
                Partnership, on the one hand, and the Operating Partner  or
                any  Affiliate of the Operating Partner, on the other hand,
                in an  aggregate amount in any Fiscal Year in excess of the
                Base Affiliate  Transaction  Amount  for  such Fiscal Year,
                other  than  the transactions, agreements, arrangements  or
                understandings referenced in Section 9.12;

                (viii) entering  into any settlement agreement with respect
                to any suit, claim,  action or proceeding involving payment
                by the Partnership of  an  amount  in excess of one million
                dollars ($1,000,000); or

                (ix) engaging in any activity prohibited by Section 9.05.

          6.08  Management  of  Certain  Environmental  Liabilities.    The
          Partners  agree  that  after the Closing Date the IMC Partner and
          the  FRP  Partner  will  consult   with   each  other  concerning
          negotiation,  remediation  and expenditures to  be  made  by  the
          Partnership  or  the Partners,  as  the  case  may  be,  for  the
          Environmental Liabilities  listed  on  Part  I  and  Part  II  of
          Schedule 2.05(iv) to the Contribution Agreement (each a "Retained
          Environmental  Liability").   The  Partnership  and  the Partners
          agree  to provide to the Partner whose Affiliate contributed  the
          Assets to  which  such  Retained  Environmental Liability relates
          (or, in a case in which Operations  contributed  such  Assets, to
          Operations)  (the  "Retaining  Partner")  access  to all relevant
          information  on  an  ongoing basis relating to such Environmental
          Liability  and  to  enter  into  discussions  in  good  faith  to
          determine the most efficient  use  of money by the Partnership or
          the Retaining Partner, as the case may be, in an effort to ensure
          the Partnership's continued use of (or  other  appropriate action
          agreed  to by the Partners with respect to) the Assets  to  which
          such Environmental Liability relates.  The Partners further agree
          to permit the Retaining Partner, upon written notification to the
          other Partners,  to directly manage and oversee all negotiations,
          agreements to remediate  and  remediation  activities relating to
          any Retained Environmental Liability to the extent the management
          of  such  negotiation  and  remediation  will  not   unreasonably
          interfere with the day-to-day use of such Assets or result  in an
          unreasonable  increase  in  costs  to  the Partnership (such cost
          increases to be reimbursed to the Partnership  by  such Retaining
          Partner managing such negotiation and remediation).  With respect
          to  any Environmental Liability listed on such Schedule  2.05(iv)
          that  shall be an Assumed Liability, each Partner shall cause the
          Partnership  to  act  as quickly as is commercially reasonable to
          complete all required remedial activity.

                                          ARTICLE VII.

          Encumbrance or Transfer of Partnership Interest

          7.01 Transfer of Partnership  Interest Generally.  No Partner may
          assign, transfer or otherwise dispose  of  all  or any portion of
          its Partnership Interest except in accordance with  the  terms of
          this Article VII.  Any attempt by any Partner to assign, transfer
          or  otherwise  dispose  of  all or any portion of its Partnership
          Interest other than in accordance  with this Article VII shall be
          null, void ab initio and of no force and effect.  Notwithstanding
          any other provision of this Article  VII,  the  transfers  of the
          Partnership  Interest  of  IMC  GPCo  to  Operations  executed in
          connection  with the IMC GPCo Liquidation and, in the event  that
          FTX  and  FRP  choose   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) in accordance with the terms of the  Amendment,  Waiver  and
          Consent  Agreement,  transfers of the Partnership Interest of the
          FRP Partner to FRP or  an Affiliate of FRP executed in connection
          with such merger, liquidation  or  dissolution of the FRP Partner
          (or such transfer of the Partnership  Interests), shall be deemed
          to have been made in accordance with the  terms  of  this Article
          VII.

          7.02 Transfers of Partnership Interests.  (a) Except as otherwise
          consented to in writing by each of the other Partners, no Partner
          may sell, transfer or otherwise dispose of all or any  portion of
          its  Partnership  Interest  (collectively "Transfer") unless  (i)
          such Transfer is pursuant to  a  written  agreement  pursuant  to
          which  the  transferee  agrees to be bound by all of the terms of
          this Agreement as if it were originally a party hereto, (ii) such
          Transfer does not cause a  termination  of  the  Partnership  for
          Federal income tax purposes, (iii) the transferring Partner shall
          have  transferred  a proportionate amount of its capital stock of
          the Managing Partner to the transferee of all or a portion of the
          Partnership Interest  as  required  by Section 7.05 and (iv) such
          Transfer is in compliance with Section 7.02(b) and Section 7.04.

          (b)  If  either  the  IMC  Partner  (or,  during   the  IMC  GPCo
          Liquidation  Period,  Operations or IMC GPCo) or the FRP  Partner
          (in any such case, the  "Soliciting  Partner") desires to sell or
          otherwise dispose of to any third party  (other than an Affiliate
          of such Soliciting Partner), or to solicit  bids  from  any third
          party  (other  than  an Affiliate of such Soliciting Partner)  to
          purchase or otherwise acquire, all or any part of its Partnership
          Interest (the "Subject  Partnership  Interest"),  such Soliciting
          Partner  shall (i) if the Soliciting Partner is the  IMC  Partner
          (or, during  the IMC Liquidation Period, Operations or IMC GPCo),
          notify the FRP  Partner in writing of the IMC Partner's desire to
          sell its Subject  Partnership  Interest or (ii) if the Soliciting
          Partner is the FRP Partner, notify  the  IMC  Partner (or, during
          the  IMC  GPCo Liquidation Period, Operations and  IMC  GPCo)  in
          writing of  its  desire to sell its Subject Partnership Interest.
          The notice referred  to  in the preceding sentence is hereinafter
          referred to as the "Notice  of  Intent  to Sell", and the Partner
          receiving the Notice of Intent to Sell is hereinafter referred to
          as the "Notified Partner".  For a period  (the  "No-Shop Period")
          of thirty (30) days following the date it gives Notice  of Intent
          to  Sell,  and during the duration of any Negotiation Period  (as
          defined below),  neither  the  Soliciting  Partner nor any of its
          Affiliates,  officers, directors, employees,  representatives  or
          agents will, without  the  prior  written consent of the Notified
          Partner,  commence or continue any discussions,  negotiations  or
          exchanges of  information with any Person other than the Notified
          Partner with respect  to  the  sale  of  the  Subject Partnership
          Interest.  During the No-Shop Period, both the Soliciting Partner
          and  the  Notified  Partner  shall cooperate with each  other  in
          exchanging all due diligence materials they deem to be reasonably
          necessary  to determine the price  and  terms  of  any  potential
          offer.  If the  Notified  Partner  makes  a  bona  fide  offer to
          purchase the Subject Partnership Interest prior to the end of the
          No-Shop  Period,  then  the  Soliciting  Partner and the Notified
          Partner shall negotiate in good faith for  the  purchase and sale
          of the Subject Partnership Interest and the No-Shop  Period shall
          be  extended  for  fifteen  (15) days (the "Negotiation Period");
          provided that a decision to accept or reject shall be in the sole
          discretion of the Soliciting  Partner.   If  the Notified Partner
          fails  to  make  a  bona  fide  offer  to  purchase  the  Subject
          Partnership  Interest  (the making or failure to make such  offer
          being in its sole discretion)  prior  to  the  expiration  of the
          No-Shop  Period  or  if  the  Soliciting Partner and the Notified
          Partner  fail  to execute a letter  of  intent  relating  to  the
          purchase  and  sale   of  the  Subject  Partnership  Interest  or
          terminate negotiations prior to the expiration of the Negotiation
          Period,  then  the Soliciting  Partner  may,  but  shall  not  be
          obligated to, immediately  commence  discussions, negotiations or
          exchanges   of  information  with,  and/or   sell   its   Subject
          Partnership Interest  to,  any  third party; provided that if the
          Notified  Partner  made  a bona fide  offer  during  the  No-Shop
          Period, the Soliciting Partner  shall  not  so  sell  the Subject
          Partnership  Interest  to  a  third  party unless (i) definitive,
          binding agreements relating to such sale  are executed within two
          hundred twenty (220) days of the expiration  of  the  Negotiation
          Period,  (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 Partner  and  (iii)  the
          transferee of such Subject Partnership 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 sale  and
          the   cash   value   of  such  offer  by  the  Notified  Partner,
          respectively,  shall  be   determined   by  agreement  among  the
          Soliciting Partner and the Notified Partner  (i)  in  the case of
          the  cash value of such 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 Partner, within ten (10) days following the
          earliest to  occur of (A) the termination of negotiations between
          the Soliciting  Partner  and  the  Notified  Partner  and (B) the
          expiration  of  the  Negotiation  Period,  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  Partner
          and  fifty  percent  (50%)  by  the Notified Partner and with the
          determination made thereby being  final, unappealable, binding on
          both  the  Soliciting  Partner  and  the   Notified  Partner  and
          enforceable in a court of law or equity.  After the expiration of
          such   two   hundred  twenty  (220)  day  period,  such   Subject
          Partnership Interest  shall again be subject to the terms of this
          Section 7.02(b).  The failure of either the Soliciting Partner or
          the Notified Partner to  exercise  its  rights under this Section
          7.02(b)  shall  not be deemed to be a waiver  of  its  respective
          rights under this  Section  7.02(b)  with  respect  to subsequent
          Subject Partnership Interests.

          7.03  Liens.   None of IMC GPCo (prior to the completion  of  the
          Final IMC GPCo Liquidating  Distribution), Operations (subsequent
          to   the  completion  of  the  Initial   IMC   GPCo   Liquidating
          Distribution),  the  FRP  Partner  (prior to or subsequent to the
          merger, liquidation or dissolution of  the  FRP  Partner  (or the
          transfer of its Partnership Interests) contemplated by the  terms
          of  the  Amendment, Waiver and Consent Agreement) or the Managing
          Partner may, except with the consent of the other Partners (which
          consent may  be  granted  or  withheld  in  such  Partners'  sole
          discretion),   create   or  permit  to  exist  any  Lien  on  its
          Partnership Interest or any portion thereof or any of the capital
          stock of the Managing Partner (except (i) Liens for current taxes
          not delinquent or taxes being  contested  in  good  faith  and by
          appropriate  proceedings  or  (ii)  Liens arising in the ordinary
          course of business for sums not due or  sums  being  contested in
          good faith and by appropriate proceedings).  Any attempt  by  any
          such  Partner  to  create or permit to exist any Lien (other than
          the  excepted  Liens described  in  this  Section  7.03)  on  its
          Partnership Interest  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
          the Partnership Interest of IMC GPCo, Operations, the FRP Partner
          or the Managing Partner or any portion thereof  (during  a period
          during  which such a Lien could not be granted to such Person  in
          accordance with the terms of this Section 7.03) and forecloses on
          such Lien,  (i)  the  Partnership shall continue, (ii) the Person
          foreclosing on the Lien  shall  succeed to the economic interests
          of the Partnership Interest, or portion  thereof,  upon  which it
          foreclosed  but  not the voting or other interests which comprise
          such Partnership Interest,  or  portion thereof, (iii) the Person
          foreclosing on such Lien shall not  be  admitted  as  a "Partner"
          without  the  approval  of  the  Policy  Committee  or  the other
          Partners,   and  (iv)  any  sale  or  other  disposition  of  the
          Partnership Interest,  or portion thereof, upon which such Person
          foreclosed shall be subject to the terms of Article VII hereof.

          7.04 Transfers Upon Triggering Events.

          (a) Upon the occurrence  of  a  Triggering  Event, the Triggering
          Partner shall give the other Partners prompt  written  notice  of
          such  Triggering  Event  (the  "Triggering  Event Notice"), which
          notice shall describe the terms and conditions of the transaction
          giving rise to the Triggering Event.  For a period of thirty (30)
          days following the receipt of the Triggering Event Notice (or, if
          no  Triggering  Event  Notice is received, at any  time  after  a
          Triggering  Event  has  occurred),   the  Non-Triggering  Partner
          (which, during the IMC GPCo Liquidation  Period,  shall mean both
          Operations  and IMC GPCo, for purposes of this Section  7.04,  if
          the IMC Partner  is  the  Non-Triggering  Partner) shall have the
          right  to  sell, and, upon the receipt of notice  (the  "Exercise
          Notice") of  the  exercise  of such right from the Non-Triggering
          Partner, the Triggering Partner  shall  have  the  obligation  to
          purchase,  all  but  not  less  than  all  of  the Non-Triggering
          Partner's  Partnership Interest at the Transfer Price  applicable
          to such Triggering  Event;  provided,  however,  that  (i) if the
          transaction  that gave rise to the Triggering Event involved  the
          sale of all or  a  portion  of  the  Partnership  Interest of the
          Triggering Partner, the Non-Triggering Partner shall instead have
          the  right to sell all, but not less than all of its  Partnership
          Interest  to  the  purchaser  (the  "Purchasing  Partner") of the
          Triggering  Partner's  Partnership  Interest  and the  Purchasing
          Partner, by its execution and delivery of a counterpart hereof on
          the  closing date with respect to the purchase and  sale  of  the
          Triggering Partner's Partnership Interest, agrees to purchase the
          Non-Triggering  Partner's  Partnership  Interest  at the Transfer
          Price applicable to such Triggering Event, (ii) if  the  Exercise
          Notice was delivered to the Triggering Partner and the Triggering
          Partner   fails   to   purchase   the   Non-Triggering  Partner's
          Partnership  Interest  within the period specified  above,  then,
          without   limiting   its   rights   against   such   party,   the
          Non-Triggering Partner shall then have the right to sell all, but
          not  less than all, of its Partnership  Interest  to  either  the
          Purchasing  Partner  or  the  Partnership, and upon receipt of an
          Exercise Notice, the Purchasing  Partner  or  the Partnership, as
          the   case   may   be,   shall  be  obligated  to  purchase   the
          Non-Triggering Partner's Partnership  Interest  for  cash  at the
          Transfer Price applicable to such Triggering Event; and (iii)  if
          the  Exercise  Notice was delivered to the Purchasing Partner and
          the  Purchasing Partner  fails  to  purchase  the  Non-Triggering
          Partner's Partnership Interest within the period specified above,
          then,  without  limiting  its  rights  against  such  party,  the
          Non-Triggering Partner shall then have the right to sell all, but
          not  less  than  all,  of  its Partnership Interest to either the
          Triggering Partner or the Partnership,  and  upon  receipt  of an
          Exercise  Notice,  the  Triggering Partner or the Partnership, as
          the   case  may  be,  shall  be   obligated   to   purchase   the
          Non-Triggering  Partner's  Partnership  Interest  for cash at the
          Transfer Price applicable to such Triggering Event.   The closing
          of the sale of the Non-Triggering Partner's Partnership  Interest
          shall  occur  on or before the sixtieth (60th) day following  the
          receipt of the  Exercise  Notice  by  the Triggering Partner, the
          Purchasing  Partner  or the Partnership,  as  the  case  may  be;
          provided that if the Appraisal  Procedure is invoked to determine
          the Transfer Price, the time periods  in  this  sentence shall be
          extended  to  the  date  which is thirty (30) days following  the
          final determination of the Transfer Price.  If a Triggering Event
          Notice has been delivered and the Non-Triggering Partner does not
          deliver an Exercise Notice  within  the  thirty  (30)  day period
          specified  above,  the Non-Triggering Partner shall be deemed  to
          have elected not to sell its Partnership Interest.

          (b) The terms and conditions (other than the method of payment of
          the Transfer Price)  of  any  sale  pursuant to this Section 7.04
          shall be customary for transactions of  such  type; provided that
          if the event giving rise to this Triggering Event involves a sale
          of  a  Partnership Interest, such terms and conditions  shall  be
          substantially  similar  to  the  terms and conditions of the sale
          giving rise to the Triggering Event,  adjusted  as appropriate to
          reflect  differences  in the structure of the transactions.   The
          Transfer  Price  payable   in  connection  with  any  sale  of  a
          Partnership Interest by a Non-Triggering Partner pursuant to this
          Section 7.04 shall be payable  in  cash on the date of closing of
          such  sale.  If the Transfer Price is  determined  in  accordance
          with the  Appraisal  Procedure, the expense thereof is to be paid
          fifty percent (50%) by  the  Triggering Partner and fifty percent
          (50%) by the Non- Triggering Partner.

          (c)  Any  sale  of a Partnership  Interest  by  a  Non-Triggering
          Partner pursuant  to  this Section 7.04 shall be accompanied by a
          corresponding sale of all  of the issued and outstanding stock of
          the Managing Partner then held  by such Non-Triggering Partner in
          accordance with Section 7.05.

          7.05 Interests in Managing Partner.   Except  as provided in this
          Section 7.05, neither the IMC Partner nor the FRP  Partner  shall
          sell, transfer or otherwise dispose of all or any portion of  the
          capital stock of the Managing Partner.  If either the IMC Partner
          or  the FRP Partner sells, transfers or otherwise disposes of all
          or a  portion  of  its  Partnership  Interest  to  any  Person in
          accordance  with  the terms of Section 7.02, then, simultaneously
          therewith, the Non-Managing  Partner making such a transfer shall
          so sell, transfer or otherwise  dispose of a proportionate amount
          of capital stock of the Managing Partner to such Person.
          7.06 Certain Conditions of Certain  Transfers.  As a condition to
          the  effectiveness  of  (i)  the  Initial  IMC  GPCo  Liquidating
          Distribution, (ii) the Final IMC GPCo  Liquidating  Distribution,
          (iii) the FRP GPCo/FCC/FTX Mergers, (iv) the merger,  liquidation
          or  dissolution  of  the  FRP  Partner  (or  the  transfer of its
          Partnership  Interests)  in  accordance  with  the terms  of  the
          Amendment,  Waiver  and  Consent  Agreement and (v)  any  related
          transactions,  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  (as  defined  below)  arising  from
          consummation of the transactions described in (i) to (v) above in
          violation  of  the  provisions  of  this  Agreement,  the  Parent
          Agreement,  the  Amendment,  Consent and Waiver Agreement and the
          IMC GPCo Plan of Liquidation.
                                         ARTICLE VIII.

          Other Rights of, Duties and Restrictions on the Partners

          8.01   Indemnification.    All  costs,   expenses,   liabilities,
          obligations, losses, damages,  penalties,  proceedings,  actions,
          suits  or  claims of whatever kind or nature which may be imposed
          on,  incurred   by,   suffered   by,   or  asserted  against  the
          Partnership,  any  Partner  (which  term, for  purposes  of  this
          Article VIII, shall, with respect to  the  IMC Liquidation Period
          (and all other periods during which Operations  or  IMC GPCo is a
          Partner) refer to each of Operations and IMC GPCo, severally  and
          not  jointly)  or any Partner's respective Affiliates, directors,
          officers and employees,  in  connection  with  the  ownership  or
          management  or  operation  of  the  business  and  affairs of the
          Partnership  shall  be  referred to as "Claims".  The Partnership
          shall  indemnify  and  hold   harmless  each  Partner  and  their
          respective   Affiliates,  directors,   officers   and   employees
          ("Related Persons")  for  all  Claims  other than those caused by
          such Partner's or such other Related Person's  gross  negligence,
          wilful misconduct, wilful breach of this Agreement or failure  to
          follow  a  specific instruction from the Policy Committee adopted
          in accordance  with the terms of this Agreement; provided that in
          no event shall the  Partnership  be  required  to  indemnify  any
          Partner  or  any of its Related Persons for any Claim arising out
          of or relating  to  any Excluded Liability for which such Partner
          or Related Person is  responsible  pursuant  to  the terms of the
          Contribution  Agreement.   For  purposes  of  this Agreement,  an
          ignoring of the terms of this Agreement shall be  deemed a wilful
          breach;  provided that the Managing Partner shall not  be  liable
          for ignoring  the  term  of this Agreement requiring the Managing
          Partner to act as an ordinary  prudent  and reasonable manager if
          the Managing Partner acted in good faith and in the belief (which
          was reasonable) that its actions were in  accordance  with all of
          the  terms  of  this  Agreement.   In  addition  to,  and  not in
          contravention  of, the foregoing, the Partnership shall indemnify
          and hold harmless  each  Partner  and  their  respective  Related
          Persons  from  all  Assumed  Liabilities  and  any and all costs,
          expenses,  liabilities, obligations, losses, damages,  penalties,
          proceedings,  actions, suits or claims of whatever kind or nature
          which may be imposed  on,  incurred  by, suffered by, or asserted
          against any Partner or its respective Related Persons arising out
          of  or  in  connection with any Assumed Liability.   The  Leasing
          Agreement and the Marketing and Administrative Services Agreement
          shall contain provisions consistent with this Section 8.01.

          8.02 Contribution.   In  the  event that any Partner shall pay in
          good faith or become obligated  to  pay  any proper obligation of
          the Partnership, such Partner shall be entitled  to contributions
          from  the other Partners to the extent necessary so  that,  after
          giving  effect  to such contributions, each Partner shall bear no
          more than that part  of  such obligation which corresponds to its
          respective  Capital Interest  at  the  time  of  the  occurrence,
          circumstances,   events   or   conditions   giving  rise  to  the
          obligation.

          8.03 Continuing Liability of Withdrawn Partner.   In the event of
          the withdrawal of a Partner from the Partnership by reason of the
          transfer  of  its entire Partnership Interest in accordance  with
          the provisions  of  this  Agreement,  or  in  violation  of  this
          Agreement,  such  withdrawn  Partner  shall  remain  liable  as a
          general   partner   with   respect  to  all  obligations  of  the
          Partnership incurred or accrued  on  or  prior  to  the  date  of
          withdrawal  (but  shall not have liability for obligations of the
          Partnership incurred  or  which  accrue subsequent to the date of
          withdrawal).    If   the   Partnership   is   continued   without
          dissolution,  or  reconstituted  and  continued,   following  the
          withdrawal of any Partner, in either case in accordance  with the
          terms  of this Agreement, the withdrawn Partner shall be entitled
          only to the payments expressly provided for in this Agreement and
          shall not  be  entitled to any other or further payments from the
          Partnership or any other Partner. Further, in such circumstances,
          the withdrawn Partner shall have no right to cause the winding up
          or liquidation of  the business or assets of the Partnership, and
          neither the Partnership  nor any Partner shall, as a condition to
          the  continuation  or  reconstitution   of  the  Partnership,  be
          required  to  post  any  bond  in  favor  of, or  indemnify,  the
          withdrawn Partner as regards past, present  or future liabilities
          or otherwise.

          8.04 Breach of Parent Agreement.  For purposes of this Agreement,
          (i) a breach by FTX or FRP of the terms of the  Parent  Agreement
          shall  constitute  a  breach of this Agreement by the FRP Partner
          and (ii) a breach by Global  or  Operations  of  the terms of the
          Parent Agreement shall constitute a breach of this  Agreement  by
          the IMC Partner.

                                          ARTICLE IX.

          Certain Operational Provisions

          9.01 Financial, Accounting, and Banking Matters.

          (a)  The Fiscal Year of the Partnership shall begin on July 1 and
          end on June 30 of each year of the Partnership.

          (b) The  auditors  of  the  Partnership shall be Ernst & Young or
          such  other  independent  certified  public  accounting  firm  of
          recognized national standing  selected by the Policy Committee in
          accordance with the terms of Sections  6.04  and  6.05, or if the
          Policy  Committee fails to so approve such a selection,  then  by
          the CEOs  or  the  Managing  Partner,  as  the  case  may  be, in
          accordance with the terms of Section 6.07(b).

          (c)  The  Partnership shall establish bank accounts at such banks
          as may from  time  to time be designated by the Managing Partner.
          The Partnership's funds  shall  be invested in such manner as the
          Managing Partner deems appropriate.   All bank and other accounts
          shall  be  maintained in the Partnership's  name.   None  of  the
          Partnership's  funds  shall  be  commingled with the funds of any
          Partner  unless  previously approved  in  writing  by  the  other
          Partners.

          9.02 Budget and Approval Authorities.

          (a)  The Managing Partner  shall  have  the  sole  and  exclusive
          authority  and  responsibility  to  present  annual operating and
          capital  budgets  and quarterly updates of such  budgets  to  the
          Policy Committee for  its  approval,  such  quarterly  updates to
          present  information  on  a  month-by-month  basis.   As soon  as
          available, but not later than forty (40) days prior to the end of
          each  Fiscal  Year,  the  Managing  Partner  shall,  at a special
          meeting of the Policy Committee called for such purpose,  present
          to  the  Policy  Committee  the operating and capital expenditure
          budgets for the succeeding Fiscal  Year.   The  Policy  Committee
          shall  review such proposed budgets and shall either approve  the
          proposed  budgets  or  negotiate  in good faith with the Managing
          Partner to adopt mutually acceptable  budgets for such succeeding
          Fiscal Year.  As soon as available, but not later than sixty (60)
          days  after  the end of a Fiscal Year and  each  quarter  of  the
          succeeding Fiscal  Year, the Managing Partner shall, at a special
          meeting of the Policy  Committee called for such purpose, present
          to the Policy Committee  the  operating  and  capital expenditure
          budget  updates  for  the remaining portion of the  then  current
          Fiscal Year.  The Policy  Committee  shall  review  such proposed
          budget  updates  and  shall  either  approve the proposed  budget
          updates or negotiate in good faith with  the  Managing Partner to
          adopt  mutually  acceptable  budget  updates  for  the  remaining
          portion of the then current Fiscal Year.  If the Policy Committee
          adopts  budgets  for  a  Fiscal Year or any portion thereof,  the
          Managing Partner shall use all commercially reasonable efforts to
          operate and manage the business and affairs of the Partnership in
          accordance with such budgets  (or,  if the Policy Committee fails
          to so adopt such budgets in accordance with the terms of Sections
          6.04 and 6.05 and if such budgets are instead adopted by the CEOs
          or the Managing Partner, as the case  may  be,  in  each  case in
          accordance  with the terms of Section 6.07(b), then in accordance
          with such budgets).

          (b) The Managing  Partner  shall  have  the  sole  and  exclusive
          authority  and  responsibility to present five (5) year operating
          and  financial  forecasts  for  the  Partnership  to  the  Policy
          Committee;  provided   that  if  the  Managing  Partner  has  not
          presented such a five (5)  year  operating and financial forecast
          to the Policy Committee on or before  the  sixtieth (60th) day of
          any Fiscal Year for the succeeding five (5)  years,  the Managing
          Partner  shall  provide the Non-Operating Partner with access  to
          the Managing Partner's  operating  and  financial  personnel  and
          shall  cause such operating and financial personnel to assist the
          Non-Operating  Partner in preparing a five (5) year operating and
          financial forecast for the Partnership.

          9.03 Insurance.   The  Managing  Partner shall have the authority
          and responsibility to take whatever action (not inconsistent with
          the terms hereof) it determines in  good faith to be necessary or
          appropriate   to  preserve  and  protect  the   assets   of   the
          Partnership, including, without limitation, by procuring, for the
          account of the  Partnership,  such insurance against such hazards
          and  liabilities as the Managing  Partner  deems  appropriate  in
          light  of prudent industry practice.  All such insurance, whether
          maintained  by  the  Managing  Partner, Operations or FRP for the
          benefit of the Partnership, may  be  in  the name of any Partner,
          Operations,  FRP  or the Partnership so long  as  each  insurance
          policy names the Partnership  and  each  Partner  as  either  the
          "insured  party"  or  an  "additional  insured  party" and waives
          subrogation in favor of each such party.  Such insurance coverage
          may be subject to such self-insurance, deductibles  and limits as
          the  Managing  Partner  deems appropriate.  If requested  by  the
          Managing Partner, either  of  the  Non-Managing Partners or their
          respective  parent  entities shall cooperate  with  the  Managing
          Partner in designing  and  maintaining  a risk management program
          which   insures   the  Partnership  against  such   hazards   and
          liabilities as the  Managing  Partner deems appropriate, provided
          that if the Managing Partner requests  either of the Non-Managing
          Partners or their Affiliates to maintain insurance in the name of
          the   Partnership,   the   Partnership   shall   reimburse   such
          Non-Managing  Partner  or such Affiliates for all of  the  direct
          costs and expenses incurred in connection with the maintenance of
          such insurance.  In addition  to  the  insurance provided for the
          benefit of the Partnership under this Section  9.03, each Partner
          and  its Affiliates shall have the right to purchase  such  other
          insurance as it deems prudent to cover its respective interest in
          the Partnership; provided that all costs and expenses incurred in
          connection  with  the maintenance of such insurance shall be paid
          by such Partner and  provided  that such insurance shall not have
          the effect of restricting the amount or availability of insurance
          maintained  by the Partnership.   Should  any  Partner  or  their
          Affiliates with  respect  to  the Partnership purchase such other
          insurance, such other insurance shall waive rights of subrogation
          against the other Partners, the Partnership and their Affiliates.

          9.04 Financial and Other Information.  The Managing Partner shall
          deliver or cause to be delivered to each Partner:

          (a) as soon as available, but not more than twenty (20) days (or,
          in the case of June, forty-five  (45) days) after the end of each
          month during the term of the Partnership,  (i) a statement of the
          Distributable  Cash and Capital Proceeds of the  Partnership  for
          the preceding month  and  (ii)  an  estimate of the Distributable
          Cash and Capital Proceeds of the Partnership  for  the  remaining
          months  of  the  current  quarter  and  for the entire succeeding
          quarter of the Partnership;

          (b) as soon as available, but not more than twenty (20) days (or,
          in the case of June, forty-five (45) days)  after the end of each
          month in each Fiscal Year during the term of the Partnership, the
          following   reports   of   the  Partnership:  (i)  a  Partnership
          consolidation (i.e. trial balance)  for the preceding month, (ii)
          a plant operating statement showing expenditures  by  cost center
          and cost element compared with the budget for the preceding month
          and year-to-date, (iii) a capital spending status report;

          (c) as soon as available, but not more than twenty (20) days (or,
          in the case of June, forty-five (45) days) after the end  of each
          month in each Fiscal Year during the term of the Partnership, (i)
          an  unaudited  Balance Sheet of the Partnership as at the end  of
          the preceding month,  (ii)  the  unaudited  related  Statement of
          Income  of  the  Partnership,  which shall include sales volumes,
          revenues and margins by product,  for the preceding month and for
          the Fiscal Year-to-date and (iii) the unaudited related Statement
          of Cash Flow of the Partnership for  the  preceding month and for
          the Fiscal Year-to-date, it being understood  that in the case of
          clauses  (ii)  and  (iii)  such  statements  are to be  presented
          setting forth in each case in comparative form  the corresponding
          figures for the corresponding period of the previous  Fiscal Year
          and  the  plan  for  the  current  Fiscal Year, all in reasonable
          detail  and  in  accordance  with generally  accepted  accounting
          principles applied on a basis  consistent  with such prior fiscal
          periods (except as otherwise specified in such report);

          (d) as soon as available, but not more than twenty (20) days (or,
          in the case of June, forty-five (45) days) after  the end of each
          month in each Fiscal Year during the term of the Partnership,  an
          analysis of the performance of the Partnership;

          (e)  as  soon  as  available, but in any event within thirty (30)
          days after the end of each quarter of each Fiscal Year during the
          term of the Partnership  a  report  providing  the  financial and
          operating   data  for  inclusion  in  the  Partners'  Affiliates'
          respective reports  on  Form  10-K or Form 10-Q (or any successor
          reports or forms thereof) required to be filed with the SEC as of
          the end of such quarter;

          (f) as soon as available, but in  any  event  within  ninety (90)
          days  after  the end of each Fiscal Year during the term  of  the
          Partnership, an  audited  Balance  Sheet  as  at  the end of such
          Fiscal Year and the related Statements of Income and Cash Flow of
          the Partnership for such Fiscal Year, setting forth  in each case
          in comparative form, the figures for the previous Fiscal  Year of
          the  Partnership,  all  in  reasonable  detail,  with  applicable
          footnotes and accompanied by a report thereon of Ernst & Young or
          such other independent public accountants of recognized  national
          standing selected by the Partnership in accordance with the terms
          of  Section  9.01(b),  which  report  shall  state whether in its
          opinion, such financial statements present fairly in all material
          respects  the  financial position of the Partnership  as  at  the
          dates indicated  and the results of its operations and cash flows
          for the periods indicated,  in conformity with generally accepted
          accounting principles;

          (g) promptly upon obtaining knowledge of any audit item involving
          disclosure or any material accounting issue, written notification
          of such disclosure or accounting issue;

          (h) within sixty (60) days after  the  end  of  each  Fiscal Year
          during  the term of the Partnership, a certificate of an  officer
          of the Managing  Partner  describing  the  material  terms of all
          transactions  between  the  Partnership  and  Affiliates  of  the
          Operating Partner during the preceding Fiscal Year;

          (i) within twenty (20) days of the end of each calendar year, the
          information that FRP and FTX reasonably request in order for  FRP
          and FTX to comply with the provisions of FASB 109; and

          (j)  promptly,  any  other  financial  reports  delivered  to the
          Operating Partner's parent entity.

          9.05 Qualifying Income.

          (a) The Partnership shall not, without the written consent of the
          FRP  Partner, generate income other than Qualifying Income.   The
          Managing  Partner  shall  take any action required to operate the
          Partnership in a manner consistent  with  the requirement of this
          Section 9.05(a).

          (b)  The Managing Partner shall provide the  FRP  Partner,  on  a
          monthly basis, with the information and data reasonably necessary
          for the  FRP  Partner  to  determine  whether  the requirement of
          Section 9.05(a) will be met for the Partnership's  taxable  year.
          The  Managing  Partner  shall  also provide the FRP Partner, on a
          timely basis, with the information  and data reasonably necessary
          to  determine  whether  any  Major Decision  defined  in  Section
          6.07(a)(ii) or Section 6.07(a)(iv)  will result in the failure of
          the Partnership to meet the requirement  of  Section  9.05(a) for
          any  taxable  year  of  the Partnership.  Upon providing the  FRP
          Partner with information  and data with respect to any current or
          proposed source of Partnership  income  reasonably sufficient for
          FRP  to determine whether such income is or  will  be  Qualifying
          Income,  the  Managing  Partner  may request that the FRP Partner
          consent to the Partnership's generation  of such income.  The FRP
          Partner shall respond in writing to any such  request in a timely
          manner and any consent so expressed shall constitute  consent  by
          the  FRP Partner to the generation of such income for purposes of
          Section  9.05(a),  subject  to  any  limitation  on the amount or
          timing thereof stated in such consent.  If the FRP  Partner  does
          not  respond  in writing to the Managing Partner's request within
          twenty-five (25)  days  of  the  receipt of such request, the FRP
          Partner shall be deemed to have consented  to  the  Partnership's
          generation of such income for purposes of Section 9.05(a).
          (c) In the event that (i) the Partnership fails (or based  on all
          available  information,  the  FRP Partner reasonably believes the
          Partnership may fail) to meet the  requirement of Section 9.05(a)
          for any taxable year or (ii) there is  an  amendment  to  Section
          7704  of the Code, the issuance of a Treasury Regulation pursuant
          to Section  7704  of  the  Code,  the amendment of any other Code
          Section,  or  the issuance of any other  Treasury  Regulation  or
          pronouncement that,  in the reasonable belief of the FRP Partner,
          may affect the partnership  status  of the FRP Partner or FRP for
          Federal income tax purposes, the Policy  Committee  shall meet to
          determine  what  actions  would  be  required  to  preserve   the
          partnership  status of the FRP Partner and FRP for Federal income
          tax purposes.   If  the  Policy  Committee determines (or, if the
          Policy Committee fails to agree, if either the IMC Partner or the
          FRP Partner reasonably and in good  faith  determines)  that  the
          Partnership  cannot  be  operated  in a manner that is consistent
          with achieving the Partnership's business purpose other than in a
          manner  that  is  inconsistent  with preserving  the  partnership
          status  of  the  FRP  Partner  and FRP  for  Federal  income  tax
          purposes,  the  Partners agree to  negotiate  in  good  faith  to
          determine the appropriate  action to be taken.  In the event that
          the IMC Partner and the FRP  Partner  are  unable to agree on the
          action to be taken after negotiating in good  faith,  each of the
          IMC Partner and the FRP Partner shall have the right to  elect to
          dissolve  the  Partnership.  It is acknowledged that none of  the
          Partners is obligated  to take any action, and the Partnership is
          not obligated to take action,  that  is harmful to any Partner or
          its Affiliates, other than the dissolution of the Partnership.

          9.06 Work Force; Employee Benefits.

          (a) The Managing Partner shall supply,  for  the  account  of the
          Partnership,  the  necessary  work  force  for the conduct of the
          business and affairs of the Partnership.  The  work  force  to be
          provided  shall  include  but  shall  not be limited to qualified
          miners, engineers, metallurgists, geologists, assayers, equipment
          operators, helpers, mechanics, accountants, attorneys, purchasing
          agents,  sales  personnel  and  support  staff,   together   with
          necessary   supervisory   and  management  personnel,  and  shall
          include, as necessary, the  services of the Leased IMC Employees.
          Consistent with approved budgets,  all  members of the work force
          employed  by the Managing Partner for the  purpose  of  providing
          services to  the  Partnership shall be paid such salaries, hourly
          wages and benefits  and  shall be subject to such other terms and
          conditions  of  employment  as   the   Managing   Partner   deems
          appropriate  subject  to  the  following sentence of this Section
          9.06.  The Managing Partner shall  be  reimbursed  (in accordance
          with  Section  9.11)  for  the cash costs (i) incurred under  the
          Leasing Agreement in connection  with  the  Leased  IMC Employees
          including,  but  not  limited  to,  salaries  and  wages;  social
          security  taxes  and  payroll  taxes;  contributions  to  the IMC
          Salaried  Pension  Plan  and  the  Retirement  Plan for Non-Union
          Hourly  Employees  of IMC Fertilizer, Inc.  and contributions  to
          the IMC Salaried Contribution  Plan  and  the  Savings  Plan  for
          Hourly  Employees  of IMC Fertilizer, Inc.; any employee benefits
          other than those described  above, including, but not limited to,
          benefits under any employee benefit  plan  (as defined in section
          3(3) of the Employee Retirement Income Security  Act  of 1974, as
          amended)  or any retirement or deferred compensation plan,  stock
          plan, unemployment  compensation  plan,  vacation  pay, severance
          pay,  bonus  or benefit arrangement, insurance or hospitalization
          program or any  other  fringe  benefit arrangement which does not
          constitute an employee benefit plan, or any employment agreement,
          post-retirement benefits, severance  benefits  or  other employee
          benefits for former Leased IMC Employees; and other  governmental
          charges  relating  to  such  employment;  and (ii) of hiring  and
          employing, including, without limitation, (A)  the  cost  of  all
          social security taxes, payroll taxes, post-retirement benefits of
          former  Managing  Partner  employees, other employee benefits and
          other governmental charges related  to  such  employment  to  the
          extent  that  the  cost  thereof  is  associated  with  personnel
          employed   or  formerly  employed  at  production  facilities  as
          reflected, consistent with Operations' historic practices, in the
          cost of goods  sold  income  statement  caption and (B) the costs
          attributable   to  employees  providing  management   information
          services, public  relations  and internal audit services provided
          directly to production facilities  and  limited  to those amounts
          reflected, consistent with Operations' historic practices, in the
          cost of goods sold income statement caption.  To the  extent that
          such personnel costs described at clause (ii) above are included,
          consistent  with  Operations' historic practices, in the  selling
          and administrative expense income statement caption for financial
          reporting  purposes,   such   costs   shall  be  covered  by  the
          Administrative Fee described in Section  9.11  and  shall  not be
          separately reimbursed or paid by the Partnership.

          (b)  Subject  to  the  terms  and  conditions of the Contribution
          Agreement  and to the extent permitted  by  applicable  law,  the
          Managing  Partner  shall  maintain  employee  benefit  plans  (as
          defined in  section  3(3)  of  ERISA)  and retirement or deferred
          compensation  plans,  unemployment compensation  plans,  vacation
          pay, severance pay, bonus and benefit arrangements, insurance and
          hospitalization   programs   and   any   other   fringe   benefit
          arrangements for current  and  former  employees, consultants and
          agents  (whether  pursuant  to contract, arrangement,  custom  or
          informal understanding) which  do not constitute employee benefit
          plans  (collectively,  "Employee  Benefit   Plans")   which   are
          substantially  similar  in  all  material respects to such plans,
          arrangements  and  programs  maintained  from  time  to  time  by
          Operations, and shall modify the  provisions  of  the  MP Pension
          Plans,  MP Contribution Plans and MP Benefit Plans to the  extent
          changes  are   made   to  the  corresponding  plan,  contract  or
          arrangement maintained  by  Operations  (the  "IMC Plans") to the
          extent such changes to the IMC Plans are commercially reasonable;
          provided,  however,  that nothing in this Section  9.06(b)  shall
          require the Managing Partner to maintain any plan, arrangement or
          program  for  any  employee   who  is  covered  by  a  collective
          bargaining  agreement, except to  the  extent  provided  by  such
          collective bargaining agreement.

          9.07 Emergency Expenditures; Compliance with Law.

          (a) If at any  time  as  a  result  of  any event there arises an
          emergency where the Managing Partner determines  that  failure to
          take  prompt  action  may  result  in  loss  of  life or material
          personal  injury  or property damage, the Managing Partner  shall
          have the authority  and  responsibility  to  take such action and
          make such immediate expenditures as the Managing Partner may deem
          necessary  to  protect against loss of life, personal  injury  or
          damage to or destruction  of  property, to safeguard lives and/or
          prudently preserve and protect  the optimum economic value of the
          assets of the Partnership; provided  that  as  soon as reasonably
          practicable  following the occurrence of such an  emergency,  the
          Managing Partner shall notify the other Partners of the nature of
          the  emergency   and  the  actions  taken  in  response  to  such
          emergency.

          (b)  The  Managing  Partner   shall   have   the   authority  and
          responsibility  to  take  such  action  and  make  such immediate
          expenditures as it may deem necessary to manage and  operate  the
          business  and  affairs  of  the  Partnership  in  compliance with
          applicable  law;  provided  that  if  time permits, the  Managing
          Partner shall seek the approval of the  Policy Committee prior to
          making  any  expenditure pursuant to this Section  9.07(b)  which
          would otherwise  have  required  such approval, and, if time does
          not so permit, will promptly report  such  action or expenditures
          to the Policy Committee.

          (c) Any expenditure made pursuant to this Section  9.07  shall be
          deemed to constitute an approved expenditure without the need  or
          necessity  for any action or approval by the Policy Committee and
          shall not be included in determining whether the Managing Partner
          is managing  the  business  and affairs of the Partnership within
          the operating and capital expenditure budgets approved or adopted
          as described in Section 9.02 hereof.

          9.08  No Action Contrary to Contracts  or  Applicable  Law.   The
          Managing  Partner  agrees  to  use  all  commercially  reasonable
          efforts  not  to  do  or  fail  to do any act if it in good faith
          believes not doing or failing to do such act is likely to result,
          or with the giving of notice and/or the passage of time is likely
          to result, in (a) a default under  the  terms  of  any  mortgage,
          bond,   indenture,   agreement,  lease  or  other  instrument  or
          obligation to which the  Partnership  is  a party or by which its
          properties or assets may be bound; or (b) the  violation  of  any
          law,  rule,  regulation  or  ordinance  or  any  judgment, order,
          injunction,  decree or award of any court, administrative  agency
          or governmental body against, or binding upon, the Partnership or
          its properties  or  assets; provided, that, in the case of clause
          (a) above, the covenant  of  the Managing Partner shall not apply
          if compliance therewith would  require  the  Managing  Partner to
          make any capital or other expenditures which are not provided for
          in  an  operating  or  capital expenditure budget adopted by  the
          Policy Committee (or by  the CEOs or the Managing Partner, as the
          case may be, pursuant to Section  6.07(b)), or otherwise approved
          by the Policy Committee or by the CEOs or the Managing Partner in
          accordance with the terms of this Agreement  and,  in the case of
          clause  (b)  above, any action or failure to act by the  Managing
          Partner taken  to  comply with the covenant shall be deemed to be
          within its authority set forth in Section 9.07(b) and (c) hereof.
          The Managing Partner  shall  promptly notify the Policy Committee
          in writing of (i) the occurrence of any material default of which
          it  has  knowledge  under  the  terms   of  any  mortgage,  bond,
          indenture, agreement, lease or other instrument  or obligation to
          which  the  Partnership is a party or by which its properties  or
          assets may be  bound, (ii) any material violation of which it has
          knowledge of any  law,  rule,  regulation  or  ordinance  or  any
          judgment,  order,  injunction,  decree  or  award  of  any court,
          administrative agency or governmental authority insofar  as  such
          violation  relates  to  the  Managing Partner, any Partner or the
          Partnership, and (iii) any event  which,  with  the  delivery  of
          notice  or the passage of time, or both, in the good faith belief
          of the Managing Partner is likely to result in an event described
          in clause  (i)  or  (ii).   The  Managing Partner shall cause the
          Partnership  to  use  all  commercially   reasonable  efforts  to
          promptly cure or remedy any such event within its control and for
          which it is responsible hereunder; provided,  that in the case of
          a cure or remedy relating to a default described in clause (a) of
          the  first  sentence  of this Section 9.08, the covenant  of  the
          Managing Partner shall  not  apply  if compliance therewith would
          require the Partnership to make any capital or other expenditures
          which are not provided for in an operating or capital expenditure
          budget adopted by the Policy Committee (or adopted by the CEOs or
          the Managing Partner, as the case may  be,  pursuant  to  Section
          6.07(b)), or otherwise approved by the Policy Committee or by the
          CEOs or the Managing Partner in accordance with the terms of this
          Agreement  and,  in  the  case of a cure or remedy relating to  a
          violation described in clause  (b)  of the first sentence of this
          Section  9.08, any such cure or remedy  shall  be  deemed  to  be
          within the  Managing  Partner's  authority  set  forth in Section
          9.07(b) and (c) hereof.  The Managing Partner shall represent the
          Partnership  in  any  proceeding  (whether  formal  or  informal)
          relating  to  any  such event.  At all times the Managing Partner
          shall keep the Non-Managing  Partners  informed  of  the  current
          status  and  all significant developments in all such proceedings
          or matters.

          9.09 Licenses  and  Permits.   The Managing Partner shall use all
          commercially reasonable efforts  to procure and maintain, for the
          account  of  the  Partnership, all licenses,  permits  and  other
          governmental authorizations  necessary  or appropriate to operate
          the   Partnership.   The  Managing  Partner  shall   notify   the
          Non-Managing  Partners  promptly  of  any  denial,  suspension or
          revocation  of  any  material  permit,  license  or  governmental
          authorization  and of any other action or failure to act  by  any
          governmental authority  which  relates to permits or licenses for
          the Partnership or significantly  affects  the  operations of the
          Partnership.

          9.10  Litigation.  The Managing Partner may, in its  commercially
          reasonable discretion, bring suit in the name or on behalf of the
          Partnership  without  the  approval of the Policy Committee.  The
          Managing  Partner  shall  at  all  times  keep  the  Non-Managing
          Partners  informed  of the current  status  and  all  significant
          developments in any such suit.

          9.11  Payment  and  Reimbursement   of   Expenses;   Handling  of
          Partnership Bank Accounts and Funds.

          (a)  The Partnership shall establish bank accounts at such  banks
          as may  from  time to time be designated by the Managing Partner.
          The Partnership's  funds  shall be invested in such manner as the
          Managing Partner deems appropriate  with interest accruing to the
          Partnership. All bank and other accounts  shall  be maintained in
          the Partnership's name.  None of the Partnership's funds shall be
          commingled  with  the  funds  of  any  Partner  unless previously
          approved   in  writing  by  all  of  the  other  Partners.    The
          Partnership  shall  designate  a  representative  of the Managing
          Partner  as  a signatory on its bank accounts to accomplish  more
          effectively the purposes of this Section 9.11.

          (b) During the  regular  course of business, the Managing Partner
          will invoice customers on behalf of the Partnership for all sales
          of the business of the Partnership.  The customers for such sales
          will be instructed to direct  their cash remittance directly to a
          Partnership bank account designated by the Managing Partner.

          (c) The Partnership shall pay all  costs,  expenses, liabilities,
          losses,   damages,  penalties  and  other  obligations   of   the
          Partnership.   In  furtherance thereof, the Managing Partner will
          maintain in the name  of  the Partnership one or more Partnership
          cash disbursement accounts  for  the  purpose  of paying all such
          obligations of the Partnership.  These disbursements  include all
          payments to third parties, payments to the Partners for  expenses
          incurred on behalf of the Partnership as well as payments  to the
          Partners of their share of Distributable Cash.  The disbursements
          shall  cover  all  capital  as  well  as operating outlays of the
          Partnership.

          (d)  The Partnership shall pay to the Managing  Partner,  out  of
          Partnership  funds,  an  annual  fee  (the  "Administrative Fee")
          intended  to  compensate  the  Managing Partner for  selling  and
          administrative expenses (determined  on  a  basis consistent with
          Operations'  historic  practice with respect to  its  Contributed
          Business) incurred by the Managing Partner in connection with the
          operation and management  of  the  business  and  affairs  of the
          Partnership   or   the  performance  of  the  Managing  Partner's
          obligations hereunder.   One-twelfth  of  the  Administrative Fee
          shall  be  payable monthly in advance on the first  day  of  each
          month during the term of the Partnership.  The Administrative Fee
          shall initially  be  thirty-four  million, three hundred thousand
          dollars ($34,300,000) and (i) shall  be adjusted on June 30, 1994
          and each June 30 thereafter during the term of the Partnership in
          accordance with the following sentence,  and (ii) may be adjusted
          by the Policy Committee upon the request of  any  Partner  if the
          manner  in  which  the  Managing Partner manages and operates the
          business and affairs of the  Partnership  changes  in  such a way
          that  the Administrative Fee (as adjusted in accordance with  the
          following sentence) no longer accurately reflects the selling and
          administrative  practices  employed  by  the  Managing Partner in
          connection with the operation and management of  the business and
          affairs of the Partnership and the performance of its obligations
          hereunder.  The Administrative Fee for any Fiscal Year commencing
          with the Fiscal Year commencing July 1, 1994 shall  be  equal  to
          either  (x)  the  sum of (i) the Administrative Fee in effect for
          the immediately preceding  Fiscal  Year, plus (ii) the product of
          (A)  the  percentage change in the GNP  Deflator  Index  for  the
          immediately   preceding   Fiscal  Year,  multiplied  by  (B)  the
          Administrative Fee for the  immediately  preceding Fiscal Year or
          (y)  an  amount  determined by the Policy Committee  pursuant  to
          clause (ii) of the  immediately preceding sentence.  It is agreed
          among the Partners that  all  expenses  and costs relating to FRP
          Transferred Sales Employees are included  in  the  Administrative
          Fee and that no additional payment or reimbursement shall be made
          from the Partnership to the Managing Partner on account  of  such
          employees.

          (e)  The Partnership shall reimburse the Managing Partner for all
          cash  personnel   costs,   as   set   forth   in   Section  9.06.
          Additionally,  any  other  expenditures incurred by the  Managing
          Partner  in  connection with the  business  and  affairs  of  the
          Partnership or  the  performance  by  the Managing Partner of its
          obligations  hereunder  in  accordance with  the  terms  of  this
          Agreement, as generally described  in the operating budget of the
          Partnership, and which constitute part  of cost of goods sold and
          not paid directly from Partnership funds  will  be  reimbursed by
          the Partnership.

          (f) To the extent the Managing Partner determines that an advance
          of  monies  from  the  Partners  to  the Partnership is necessary
          (other than under the Working Capital  Contribution Arrangement),
          the Managing Partner shall request that the Policy Committee call
          for  cash  contributions  from the Partners  in  accordance  with
          Section 3.02(a).

          (g) The Managing Partner shall  be entitled to access, as needed,
          the funds of the Partnership in order to pay expenses, including,
          but not limited to, payroll expenses of the Managing Partner, for
          which the Managing Partner is entitled  to reimbursement pursuant
          to Section 9.11(e).

          (h)  Notwithstanding  anything  herein  to  the   contrary,   the
          Partnership  shall  not  be  obligated  to  pay,  advance  to  or
          reimburse  the  Managing  Partner  for,  any  costs  or  expenses
          pursuant  to  this  Section  9.11  if  such  cost  or expense was
          incurred  by  the  Managing  Partner otherwise than in compliance
          with this Agreement.

          (i) All payments provided for  in this Section 9.11 shall be made
          on or before the due date, and if  not  paid,  the unpaid balance
          shall bear interest from and after the due date at the rate equal
          to the lower of: (i) the maximum rate allowed by law and (ii) the
          Prime Rate.

          9.12 Transactions with Affiliates.  Except with  respect to items
          (i)(B)  and (ii) referred to in the parenthetical phrase  in  the
          following  sentence,  any  transaction, agreement, arrangement or
          understanding between or on behalf of the Partnership, on the one
          hand, and the Operating Partner or any Affiliate of the Operating
          Partner, on the other hand, must be on terms no less favorable to
          the  Partnership  than those which  could  be  obtained  from  an
          independent third party  providing  similar  goods or services of
          like  quality.   All such transactions, agreements,  arrangements
          and understandings  in  an aggregate amount in any Fiscal Year in
          excess of the Base Affiliate  Transaction  Amount for such Fiscal
          Year  (other  than  (i) during any period during  which  the  IMC
          Partner is Operating  Partner,  (A) any transactions, agreements,
          arrangements or understandings with  Operations'  railcar  repair
          business   located  at  Fitzgerald,  Georgia  on  terms  no  less
          favorable to  the  Partnership than those which could be obtained
          from  an independent  third  party  providing  similar  goods  or
          services  of  like  quality and (B) any transactions, agreements,
          arrangements and understandings  with  the  Rainbow  Division  of
          Operations  and International Minerals & Chemical (Canada) Global
          Limited ("IMC  Canada  Ltd.";  formerly  International Minerals &
          Chemical Corporation (Canada) Limited) on  the terms set forth on
          Schedule  9.12  and  (ii)  (A)  the Marketing and  Administrative
          Services Agreement, (B) the Leasing  Agreement, (C) the Materials
          Purchase  and  Cost  Sharing  Agreement, (D)  the  Employee  Cost
          Sharing Agreement and (E) the Limestone  Cost  Sharing Agreement)
          shall be subject to the approval of the Policy Committee  or  the
          CEOs,  as  the case may be, in accordance with Section 6.07(a) or
          (b).  Nothing  in  this Section 9.12 shall in any way restrict or
          affect the right of  the  Partnership  to enter into transactions
          with Affiliates of the Non-Operating Partner.

          The Operating Partner will, and will cause  its Affiliates to (i)
          give  the  Non-Operating  Partner  and  its  auditors  and  other
          authorized   representatives   such   access   to  the   offices,
          properties, books and records of such party, (ii)  furnish to the
          Non-Operating  Partner  and  its  auditors  and  other authorized
          representatives  such  financial  and  operating data  and  other
          information  as  such Persons may reasonably  request  and  (iii)
          instruct  its  employees  and  auditors  to  cooperate  with  the
          Non-Operating Partner  and  its  auditors  and  other  authorized
          representatives,  in each case as may be reasonably requested  by
          the  Non-Operating  Partner   to   evaluate   any   transactions,
          agreements,    arrangements   or   understandings   between   the
          Partnership or the  Managing  Partner  on  the  one hand, and the
          Operating Partner and its Affiliates, on the other hand; provided
          that  any  investigation  pursuant  to  this  Section  shall   be
          conducted  in such a manner as not to interfere unreasonably with
          the  conduct  of  business  of  the  Operating  Partner  and  its
          Affiliates.

          9.13 No Shifting of Cash Flow.  The Partners acknowledge that due
          to the  changes  in  the  Partners' Current Interests and Capital
          Interests over time, either  the  IMC  Partner or the FRP Partner
          could be disproportionately benefited or  adversely  affected  by
          actions  designed  to  defer  or accelerate Partnership revenues,
          defer or accelerate Partnership  expenses or capital expenditures
          or  defer  or accelerate Partnership  cash  flow.   The  Managing
          Partner agrees  that it will not operate the Partnership with the
          intention of deferring or accelerating cash flows from one period
          to another; provided  that  nothing  in  this  Section 9.13 shall
          prevent  the  Managing  Partner  from  managing the business  and
          affairs of the Partnership in accordance  with  the  then current
          operating  and  capital expenditure budgets or taking actions  to
          serve the interests  of the Partnership without regard to changes
          in the Current Interests and Capital Interests of the Partners.

                                           ARTICLE X.

          Accounting Records; Tax Matters

          10.01 Books and Records.  The  Managing  Partner  shall cause the
          Partnership  to prepare and maintain proper and complete  records
          and books of account,  separate from the books and records of the
          Managing  Partner maintained  for  activities  unrelated  to  the
          Partnership, in which shall be entered all transactions and other
          matters  relative  to  the  Partnership  and  the  operation  and
          management  of  the  Partnership  and its business as are usually
          entered into records and books of account  maintained  by Persons
          engaged in businesses of like character. The books and records of
          the  Partnership  shall  be maintained at its principal place  of
          business. The books of the  Partnership  shall  be maintained for
          financial  reporting  requirements  in accordance with  generally
          accepted  accounting  principles.  The  Partnership   shall  also
          maintain such tax basis books as are required for the Partnership
          and the Partners to comply with the provisions of FASB  109.  The
          Partnership  shall  provide  such financial and other statements,
          including plans, forecasts and  projections,  as each Partner may
          reasonably require for purposes of estimating taxes or projecting
          the amount and source of future taxable income or loss.

          10.02 Inspection of Books and Records.  Each of  the  IMC Partner
          (and,  during the IMC GPCo Liquidation Period, each of Operations
          and IMC GPCo) and the FRP Partner, at its own expense, shall have
          reasonable  access  to  the auditors of the Partnership and shall
          have the right to inspect such books and records and the physical
          properties of the Partnership during normal business hours and to
          cause  an audit thereof; provided  that  if  either  of  the  IMC
          Partner  (or,  during the IMC GPCo liquidation Period, Operations
          or  IMC  GPCo)  or   the  FRP  Partner  requests  access  to  the
          Partnership's auditors, desires to inspect the books, records and
          physical properties of  the  Partnership  or  desires to cause an
          audit   of   the   Partnership's   books,  records  and  physical
          properties, such Partner shall provide  prior  written  notice to
          the   Managing  Partner;  and  provided,  further,  that,  unless
          required  by  applicable  law  or  unless such Partner reasonably
          believes that it needs some or all of the information which would
          be  obtained  in  an audit in order to  satisfy  its  duties  and
          obligations  to  its   shareholders   or   partners   or  to  the
          shareholders or to the partners or unitholders of Global  or FRP,
          as  the case may be, no more than one such audit may be requested
          during  any twelve (12) month period and each such audit shall be
          made, if at all, within twenty-four (24) months of the end of the
          fiscal period  to  which  it  relates.   All  meetings  with  the
          Partnership's  auditors  and  inspections  of  the  Partnership's
          books,  records and physical properties shall be conducted  in  a
          manner and at a time designed not to cause undue inconvenience to
          the Managing  Partner.   The Managing Partner, however, shall (i)
          not  unreasonably delay such  audit,  (ii)  make  all  books  and
          records   of   the  Partnership  available  to  the  auditors  in
          connection  with  such  audit  and  (iii)  use  all  commercially
          reasonable efforts  to  cause its personnel to cooperate with the
          auditors in a commercially  reasonable  manner and to provide any
          assistance reasonably necessary in connection  with  such  audit.
          Any  Partner  shall  be  permitted  to  make  financial and other
          information  relating  to  the  business  and  affairs   of   the
          Partnership  available  to  third  parties in connection with any
          proposed sale or other disposition of  all  or  a  portion of its
          Partnership  Interest  in  accordance  with  the  terms  of  this
          Agreement,  provided  such  third parties have signed appropriate
          confidentiality agreements with such Partner and the Partnership.

          10.03 Accounting and Taxable  Year. Subject to Section 448 of the
          Code  and the provisions of this  Agreement,  the  books  of  the
          Partnership  (and the classification, realization and recognition
          of income, gain,  losses,  deductions and other items for Federal
          income tax purposes) shall be  kept and determined on such method
          of accounting for tax and financial  reporting purposes as may be
          determined  by  the Managing Partner. The  taxable  year  of  the
          Partnership shall  end  on  such date permitted under the Code as
          the Partners shall determine.

          10.04 Partnership Tax Returns. The Managing Partner shall use its
          best  efforts  to  cause  the  Partnership  to  timely  file  all
          necessary  federal,  state,  and  local  Partnership  income  tax
          returns and information returns. Each  Partner shall provide such
          information, if any, as may be required  by  the  Partnership for
          purposes  of  preparing  such  tax  and information returns.  The
          Partnership's  income  tax  returns  shall  be  provided  to  the
          Non-Operating Partner in sufficient time  for  the  Non-Operating
          Partner  to confer with the Managing Partner before the  time  at
          which such  Partnership  return  must  be  filed. The Partnership
          shall deliver to each Partner, within twenty-five (25) days after
          the   end   of  the  Partnership  taxable  year  any   additional
          information  in  the  possession  of  the  Partnership  that  the
          Partners may reasonably  require for the preparation of their own
          income tax returns.

          10.05 Partnership Taxes.   The  Managing  Partner shall cause the
          Partnership  to  timely pay all taxes and assessments  levied  or
          assessed against the  Partnership  or  its  assets.  However, the
          Managing Partner may cause the Partnership to  either (i) contest
          in  good faith the validity of any such taxes or  assessments  or
          (ii)  pay such taxes and assessments under protest.  In the event
          that the  Managing  Partner  causes the Partnership to contest in
          good faith such taxes and assessments, the Managing Partner shall
          not be obligated to cause the Partnership to pay the same until a
          final determination is reached that such taxes or assessments are
          valid and constitute an obligation of the Partnership.

          10.06 Tax Matters Partner. The Managing Partner shall be the "tax
          matters  partner,"  as  that term  is  defined  in  Code  Section
          6231(a)(7) (the "Tax Matters  Partner")  with  all of the rights,
          duties,  and  powers provided for in Code Sections  6221  through
          6232 inclusive;  provided, however, that, in the exercise of such
          powers, the Tax Matters  Partner  shall be subject to the overall
          direction of the Partners and the provisions  of  Sections 10.05,
          10.06  and  10.07.  The  Tax  Matters  Partner,  as an authorized
          representative of the Partnership, shall have the right to retain
          and  to  pay the fees and expenses of counsel and other  advisors
          selected by  the  Tax Matters Partner. All reasonable expenses of
          the Tax Matters Partner and other reasonable fees and expenses of
          the Partnership incurred  in  connection  with the defense of any
          claims made by the Internal Revenue Service shall be borne by the
          Partnership.

          10.07 Duties of the Tax Matters Partner. The  Tax Matters Partner
          shall  cooperate  with  the  other Partners and, for  other  than
          routine correspondence and communications, shall promptly provide
          the other Partners with copies  of  notices  or  other  materials
          from,  and  inform  the other Partners of discussions engaged  in
          with, the Internal Revenue  Service  and  shall provide the other
          Partners with notice of all scheduled administrative proceedings,
          including   meetings   with  Internal  Revenue  Service   agents,
          technical advice conferences  and  appellate hearings, as soon as
          reasonably possible after receiving  notice  of the scheduling of
          such  proceedings.  The Tax Matters Partner shall  not  agree  to
          extend the period of limitations for assessments, file a petition
          or complaint in any court,  file  a request for an administrative
          adjustment of Partnership items after  any return has been filed,
          or enter into any settlement agreement with  the Internal Revenue
          Service  or  Department of Treasury with respect  to  Partnership
          items of income,  gain, loss, deduction or credit except with the
          consent of the IMC  Partner  (or,  with  respect  to the IMC GPCo
          Liquidation Period, Operations and IMC GPCo) and the FRP Partner,
          which consent shall not be unreasonably withheld. The Tax Matters
          Partner  may  request  extensions  to  file  any  tax  return  or
          statement  without  the consent of, but shall so inform, the  IMC
          Partner (or, with respect  to  the  IMC  GPCo Liquidation Period,
          Operations and IMC GPCo) and the FRP Partner.  The  provisions of
          this  Agreement  regarding  the  Partnership's tax returns  shall
          survive the termination of the Partnership  and  the  transfer of
          any Partner's Partnership Interest and shall remain in effect for
          the  period  of  time  necessary  to  resolve any and all matters
          regarding the Federal, state and local  income  taxation  of  the
          Partnership  and  the  items  of  Partnership income, gain, loss,
          deduction and credit.

          10.08.  Partnership Status; Elections.

          (a)  The  Partners  acknowledge  that this  Agreement  creates  a
          partnership for Federal and state  income tax purposes and hereby
          agree  not  to  elect  to  be excluded from  the  application  of
          Subchapter K of Chapter 1 of  Subtitle  A  of  the  Code  or  any
          similar state statute.

          (b) The Managing Partner shall cause the Partnership to
          file  an  election under Section 754 of the Code and the Treasury
          Regulations  thereunder  to  adjust  the basis of the Partnership
          assets under Sections 734(b) or 743(b) of the Code and shall file
          a corresponding election under the applicable  sections  of state
          and  local  law.  The  Managing  Partner  shall  also  cause  the
          Partnership to take or to elect to take deductions under the most
          accelerated  method available to the Partnership, unless both the
          IMC Partner (or, with respect to the IMC GPCo Liquidation Period,
          Operations and IMC GPCo) and the FRP Partner agree otherwise. The
          Partnership shall  make  any  other  elections  under  the United
          States  income  tax  laws  and  regulations and any similar state
          statutes as determined to be appropriate by the Managing Partner.

          10.09.  Tax Reporting.

          (a) The Managing Partner shall provide  the Non-Operating Partner
          with  any tax information and data reasonably  requested  by  the
          Non-Operating  Partner,  including information and data requested
          for the purpose of allowing  the  Non-Operating  Partner  to  (i)
          allocate  its  Partnership  tax  items  on a property-by-property
          basis; and (ii) allocate FRP's portion of  Partnership  tax items
          to any partner of FRP that purchases or sells its interest in FRP
          during  the  year, pursuant to Section 706 of the Code and  FRP's
          accounting conventions  for sales and purchases of FRP interests.
          For purposes of this Section  10.09,  the  term  "property" shall
          mean, with respect to depletable assets, property  as  defined in
          Section 613 of the Code and the Treasury Regulations thereunder.

          (b) Except as otherwise provided in this Agreement, the
          information  and  data  requested pursuant to this Section  10.09
          shall  be  provided to Non-Operating  Partner  on  the  following
          schedule:

          Period in Which Item Accrued        Reporting Deadline

          Fiscal Year ending June 30          October 25
          Six Months ending December 31       January 25


          (c) The information  and  data  provided under this Section 10.09
          shall be prepared with the same degree of completion and accuracy
          as is required for information and  data  filed  with  a  Federal
          income  tax  return,  shall  be  prepared on an accrual basis and
          shall  include  any and all items of  Partnership  income,  gain,
          losses, deductions  and  any other items or information as may be
          reasonably needed by the Non-Operating  Partner  or  any  of  its
          Affiliates.  Such  information  and data shall include, but shall
          not be limited to, the total amount  of  each  of  the  tax items
          listed  in  the  attached Schedule Y and each Partner's allocable
          share of each item.

          (d) In the event of any amendment to the Code or the
          issuance of any Treasury Regulation or pronouncement that affects
          any  of  the  Non-Operating   Partner's   Affiliate's   reporting
          requirements with respect to the partners, if applicable,  of any
          of  the  Affiliates of the Non-Operating Partner, the Partnership
          shall  furnish   to  the  Non-Operating  Partner  any  additional
          information and data  that is reasonably necessary for any of the
          Non-Operating Partner's  Affiliates to comply with such reporting
          requirements.

          (e)  In  the  event  that any  information  is  needed  from  the
          Non-Operating Partner  in  order  for  the Tax Matters Partner to
          complete  the  required  federal  and  state   tax  return,  such
          information  will  be  provided by the Non-Operating  Partner  by
          September 15.

          10.10.  Tax Oversight.

          (a) The Non-Operating Partner shall have the right to
          request  any  and all information  and  data  from  the  Managing
          Partner regarding  the calculation of the allocations pursuant to
          Article V and regarding  the  tax  matters  of  the  Partnership,
          including  the  classification,  realization  and recognition  of
          income, gain, losses, deductions and other Partnership items, and
          the Operating Partner shall provide such information  and data as
          soon as practicable. Each of the IMC Partner (or, with respect to
          the IMC GPCo Liquidation Period, Operations and IMC GPCo) and the
          FRP  Partner,  at  its  sole  cost, shall also have the right  to
          inspect and copy any and all books and records of the Partnership
          relating to the calculation and  allocation  of  Partnership  tax
          items,  including  the  original  source  documents  and tax work
          papers of the Partnership, at such times as the IMC Partner  (or,
          with  respect  to  the IMC GPCo Liquidation Period, Operations or
          IMC GPCo) or the FRP  Partner, as the case may be, may reasonably
          request. (b) The Managing  Partner shall notify the Non-Operating
          Partner as promptly as practicable  of  the  tax treatment of any
          significant  tax  item  of  the  Partnership.  The  Non-Operating
          Partner shall have the right to confer with the Managing  Partner
          regarding  the tax matters of the Partnership and the calculation
          of the allocations  pursuant to Article V on a yearly basis or on
          a more frequent basis as requested by the Non-Operating Partner.

          (c) In the event of a disagreement between the Partners regarding
          the treatment of a Partnership  tax  item (other than items as to
          which the Partners approve a treatment),  the  Partnership  shall
          not  take  any  position for Federal or state income tax purposes
          that is not supported  by  substantial authority, as that term is
          defined  for  purposes  of Code  Section  6662(d)(2)(B)(i).   The
          Partners reserve the right  to  file  their  separate  income tax
          returns  in a manner inconsistent with the Partnership's  Federal
          income tax return.

                                          ARTICLE XI.

          Term

          11.01 Term.   The  term  of  the Partnership commenced on July 1,
          1993 and shall continue in existence  until June 30, 2076, unless
          extended by written agreement of each Partner  or  unless earlier
          terminated pursuant to the terms of this Agreement.

          11.02  Purchase  Option  Upon  Scheduled Expiration of the  Term.
          Either the IMC Partner or the FRP  Partner  may  give  the  other
          irrevocable written notice not less than one hundred eighty (180)
          days  prior  to  the  scheduled  expiration  of  the  term of the
          Partnership pursuant to Section 11.01 of its election to exercise
          the purchase option set forth in this Section 11.02. If  only one
          of  the  IMC Partner or the FRP Partner gives the notice referred
          to in the  preceding  sentence (the "Buying Partner"), the Buying
          Partner shall have the  right and the obligation to purchase all,
          but  not  less than all, of  such  other  Non-Managing  Partner's
          Partnership  Interest  and  the  Managing  Partner's  Partnership
          Interest at the aggregate Transfer Price therefor. If the  Buying
          Partner  and such other Non-Managing Partner cannot agree upon  a
          Transfer Price  within  sixty (60) days after the notice referred
          to in the first sentence  of  this  Section 11.02, either the IMC
          Partner or the FRP Partner may, by notice  to  the  other, invoke
          the  Appraisal Procedure. If the Appraisal Procedure is  required
          to determine  the  Transfer  Price, the fees and expenses of such
          Appraisal Procedure shall be shared  equally  by  the IMC Partner
          and  the FRP Partner. The closing of such sale shall  take  place
          upon the  date the term of the Partnership is scheduled to expire
          pursuant to  Section  11.01.  If both the IMC Partner and the FRP
          Partner give the notice referred to in the first sentence of this
          Section 11.02, then the term of  the  Partnership  under  Section
          11.01 shall automatically be extended for an additional period of
          twenty  (20)  years (or such other time period as the IMC Partner
          and  the  FRP Partner  may  mutually  agree)  on  the  terms  and
          conditions   set  forth  herein  (or  on  such  other  terms  and
          conditions as  the  IMC  Partner and the FRP Partner may mutually
          agree). If neither the IMC  Partner  nor the FRP Partner give the
          notice referred to in the first sentence  of  this Section 11.02,
          then,  upon  the  expiration of the term of the Partnership,  the
          affairs of the Partnership  shall  be wound up in accordance with
          the provisions of Article XII hereof.

                                          ARTICLE XII.

          Dissolution and Winding-Up

          12.01  Dissolution.  The Partnership  shall be dissolved upon the
          first  to  occur of the following events  (each,  a  "Dissolution
          Event"):

          (a) The Bankruptcy of any Partner, provided, however, that to the
          fullest extent permitted by applicable law, the Partnership shall
          be reconstituted and continued if all of the Partners (other than
          a Bankrupt Partner  or  Partners)  elect  to  so reconstitute and
          continue  the  Partnership, in which event the Partnership  shall
          continue as so reconstituted  with all of the Partners (including
          the Bankrupt Partner or Partners)  remaining  as  partners in the
          Partnership;

          (b) The election by all Partners to dissolve the Partnership;

          (c) The expiration of the term of the Partnership (as  such  term
          may  be  adjusted  pursuant to Section 11.01 or 11.02), except if
          one  Partner acquires  directly  or  indirectly  the  Partnership
          Interest  of  the  other  Partners  pursuant to the provisions of
          Section 11.02;

          (d) The occurrence of any event that  makes  it  unlawful for the
          business of the Partnership to be carried on or for  the Partners
          to carry it on in partnership;
          (e) The entry of a decree of judicial dissolution;

          (f) The written determination by the Policy Committee  (or if the
          Policy Committee fails to agree, if either the IMC Partner or the
          FRP  Partner  reasonably  and in good faith determines) that  the
          Partnership cannot be operated  in  a  manner  that is consistent
          with achieving the Partnership's business purpose other than in a
          manner  that  is  inconsistent  with  preserving the  partnership
          status of the FRP Partner and FRP for Federal income tax purposes
          and the election by either the IMC Partner  or the FRP Partner to
          dissolve the Partnership, after negotiating in  good  faith  with
          the other Partners, in accordance with Section 9.05(c); or

          (g)  Subject  to Section 12.11, the occurrence of any other event
          that, absent an  agreement  to the contrary, causes a dissolution
          of the Partnership under the  Act;  provided that, to the fullest
          extent permitted by law, if a dissolution  of  the Partnership is
          caused by any event described in Section 12.01(g),  unless one of
          the  Partners  is  Bankrupt,  (i)  the  Partners (other than  any
          Partner whose act has resulted in such dissolution)  may elect to
          reconstitute the Partnership within four (4) months of  the  date
          of  the event giving rise to the dissolution hereunder and if the
          Partners  do  so  elect,  the Partnership shall continue as if no
          dissolution had occurred, in  which  event  the Partnership shall
          continue as so reconstituted with all of the  Partners (including
          any  Partner  the act of which has resulted in such  dissolution)
          remaining  as  partners  in  the  Partnership,  or  (ii)  if  the
          Partnership is not  reconstituted  as  provided  above,  and such
          dissolution is caused by the act of any Partner (the "Withdrawing
          Partner"),  then  the  IMC  Partner, if it is not the Withdrawing
          Partner or the FRP Partner, if  it is not the Withdrawing Partner
          (in  either  such case, the "Non-Withdrawing  Partner")  may,  by
          written notice  to the Withdrawing Partner, elect (A) to purchase
          the Partnership Interest  of  the  Withdrawing Partner, or (B) to
          admit  one  or  more new partners (the  "New  Partners")  to  the
          Partnership, who  shall  purchase the Partnership Interest of the
          Withdrawing Partner or (C)  to cause the Partnership's affairs to
          be wound up in accordance with  Section  12.02.  The  Withdrawing
          Partner  (1) shall have only those rights and receive only  those
          payments that  are  expressly  provided  for herein, (2) shall be
          liable  to  the  Partnership,  the Non-Withdrawing  Partner,  the
          Managing  Partner and any New Partners  for  all  losses,  costs,
          fees, expenses  and  damages  suffered  by  the Partnership, such
          Non-Withdrawing Partner, the Managing Partner or any New Partners
          as a result of such dissolution, (3) shall remain  liable  to the
          Partnership,  such  Non-Withdrawing Partner, the Managing Partner
          and  any  New  Partners  for  any  debts,  liabilities  or  other
          obligations of the  Withdrawing  Partner to the Partnership, such
          Non-Withdrawing  Partner,  the  Managing   Partner   or  any  New
          Partners,  and  (4) shall remain liable to the Partnership,  such
          Non-Withdrawing  Partner,   the  Managing  Partner  and  any  New
          Partners  for its contribution  obligation  pursuant  to  Section
          8.02. The purchase  price  to  be paid to the Withdrawing Partner
          (by the Non-Withdrawing Partner  or any New Partners) in any sale
          and  purchase of the Withdrawing Partner's  Partnership  Interest
          pursuant  to this Section 12.01, shall be (x) the Transfer Price,
          determined  (unless  otherwise  agreed)  in  accordance  with the
          Appraisal  Procedure  (which Appraisal Procedure shall be at  the
          expense of the Withdrawing Partner), reduced by (y) the amount of
          any losses, costs, fees,  expenses  or  damages  suffered  by the
          Partnership,  the  Non- Withdrawing Partner, the Managing Partner
          or any New Partners as a result of such dissolution, and shall be
          payable  to  the  Withdrawing   Partner   in  five  equal  annual
          installments, without interest, commencing  on  the  date  of the
          transfer  of  the Partnership Interest of the Withdrawing Partner
          (which shall be  the  tenth  (10th)  business  day  following the
          determination of the Transfer Price). In any winding  up pursuant
          to  clause  (ii)(C) above, the amount otherwise distributable  to
          the Withdrawing  Partner  pursuant to the following provisions of
          Article XII shall be reduced  by the amount of any losses, costs,
          fees,  expenses  or  damages suffered  by  the  Partnership,  the
          Non-Withdrawing Partner, the Managing Partner or any New Partners
          as a result of such dissolution.

          12.02 Winding-Up. Upon  dissolution  of  the Partnership, and the
          failure  by  one  or  more of the Partners or  any  Affiliate  or
          Affiliates of the Partners,  to  reconstitute  and  continue  the
          Partnership  (pursuant to Section 11.02 or otherwise) within four
          (4) months after  such  dissolution  and  if  the Non-Withdrawing
          Partner has not made any election pursuant to Section  12.01, the
          Managing  Partner  shall  (unless  the  event giving rise to  the
          dissolution was the Bankruptcy of the Managing  Partner, in which
          case  the Non-Managing Partner with the largest Capital  Interest
          at the time of such dissolution shall) wind up the affairs of the
          Partnership  in  accordance  with  the  Act  and,  to  the extent
          permitted  by  applicable law, shall settle accounts between  the
          Partners as specified  in  this  Article XII. The Partner charged
          with  winding  up  the affairs of the  Partnership  and  settling
          accounts among the Partners hereunder shall be referred to as the
          "Liquidating Partner".

          12.03  Accounting on  Dissolution.  If  the  Partnership  is  not
          reconstituted  or  continued  in accordance with the terms hereof
          following a dissolution, then on the date (the "Accounting Date")
          which is four (4) months following  the  date  of  dissolution, a
          proper  accounting  shall  be  made  of  the  Partnership assets,
          liabilities  and operations, from the date of the  last  previous
          accounting to  the  Accounting  Date.  Any items of income, gain,
          credit,  loss, expense and other deductions  which  are  realized
          subsequent  to  the  date  of the last previous accounting to the
          Accounting Date shall be allocated  in  accordance with Article V
          and proper adjustments shall be made to the  Capital  Account  of
          each Partner.
          12.04   Accounting;  Allocations  of  Residual  Net  Profits  and
          Residual Net Loss After Dissolutions.

          (a) Any items  of gain or loss that are realized from Partnership
          operations or from  sales of Partnership assets subsequent to the
          Accounting Date and before  the  date  of  liquidation  shall  be
          allocated as provided in Article V.

          (b)  In  addition  to  the  adjustments  to the Partner's Capital
          Accounts described above, if any of the Partnership's  properties
          are  to  be distributed in kind rather than sold, such properties
          that are to  be  distributed  in  kind  shall  be  valued  by the
          Partners and a simulated aggregate gain (if any) or loss (if any)
          for  those properties shall be allocated to the Partners' Capital
          Accounts  as  that  simulated aggregate gain (or loss) would have
          been allocated under  Article  V if such properties had been sold
          for a cash price equal to each asset's  fair  market value on the
          Accounting Date.

          12.05  Application  of Article V in Year of Dissolution.  In  the
          year  in which the Partnership  dissolves,  Article  V  shall  be
          applied  with  regard  to the Capital Interests in effect for the
          year of the dissolution,  rather  than  the  Capital Interests in
          effect for the following year.

          12.06 Conversion of Assets to Cash.

          (a) If the Partnership is not reconstituted, or  the  Partnership
          Interest   of   the  Withdrawing  Partner  is  not  purchased  in
          accordance with the  terms  hereof, then commencing with the date
          that is four (4) months after  the  date  of  dissolution, unless
          arrangements  satisfactory  to  all Partners are otherwise  made,
          sufficient assets of the Partnership  will be converted into cash
          to permit the Partnership to pay all its  liabilities  other than
          long-term debts which (i) are secured by Partnership assets  from
          which  the projected net income is sufficient to pay installments
          of principal  and  interest  on such debts as they become due and
          (ii) contain terms specifying that neither the dissolution of the
          Partnership nor the distribution of such property that is subject
          to and secured by such debts constitutes  a default or causes the
          acceleration  of  the  maturity  of such indebtedness  ("Approved
          Debts").

          (b) Notwithstanding the provisions  of  Sections  12.07 and 12.08
          regarding the method and timing of the liquidation  of the assets
          of  the  Partnership, but subject to the order of priorities  set
          forth therein,  if  on  commencement of the winding up process in
          accordance with Section 12.02,  the  Partners  determine  that an
          immediate  sale  of part or all of the Partnership's assets would
          be impractical or  would  cause  undue  loss to the Partners, the
          Partners may defer for a reasonable time  the  liquidation of any
          assets except those necessary to satisfy the liabilities  of  the
          Partnership.

          (c)  In the event that Partnership assets are distributed in kind
          pursuant  to Section 12.06(b), the Partners shall be consulted to
          determine  the   most   tax-efficient   manner   to   make   such
          distribution,  consistent  with  the  liquidation  priorities  of
          Section 12.07.

          12.07  Distributions  in  Liquidation.  As  soon  as  the actions
          required  by  Sections  12.03,  12.04, 12.05 and 12.06 have  been
          completed,  the Liquidating Partner  shall  cause  the  cash  and
          assets of the  Partnership  to  be  distributed  in the following
          order:

          (a)  To  creditors  of  the Partnership (other than Partners)  in
          payment  of  all  liabilities  of  the  Partnership  (other  than
          Approved Debts) in  the  order of priority as provided by law. If
          any liability is contingent  or  uncertain  in  amount, a reserve
          equal  to  the  maximum  amount  to  which the Partnership  could
          reasonably be held liable will be established.  Upon  the payment
          or  other  discharge  of such liability, the amount remaining  in
          such  reserve  not  needed,   if  any,  will  be  distributed  in
          accordance with the remaining provisions of this Section 12.07.

          (b) To the Partners in payment  of  all loans (including, without
          limitation,  any  Partner  Loans)  and any  interest  thereon  in
          accordance with the amount owing to each Partner.

          (c) To each Partner in accordance with  the  positive  balance in
          its Capital Account.

          (d)  To the Partners in accordance with their respective  Capital
          Interests in effect for the year of the liquidation.

          (e) Notwithstanding  the  foregoing  provisions  of  this Section
          12.07,  any  distribution  which,  but  for this Section 12.07(e)
          would be payable to a Partner whose actions  in violation of this
          Agreement (other than any breach of Section 9.05(a))  caused  the
          dissolution  of the Partnership shall be reduced by the amount of
          losses,  costs,  fees,  expenses  and  damages  suffered  by  the
          Partnership  or any Partner (other than the Partner whose actions
          caused a dissolution)  as  a  result  of such dissolution.  12.08
          Compliance with Treasury Regulations.   In  the  event  that  the
          Partnership or any Partner's Partnership Interest is "liquidated"
          within    the    meaning    of    Treasury   Regulation   Section
          1.704-1(b)(2)(ii)(g), liquidating distributions  shall  be  made,
          pursuant  to  this  Agreement,  in  accordance with the Partners'
          positive  Capital  Account  balances,  as  required  by  Treasury
          Regulation Section 1.704(b)(2)(b)(2), by  the  end of the taxable
          year or, if later, within ninety (90) days after the date of such
          liquidation.   In  determining  any  Partner's  Capital   Account
          balance  pursuant  to this Section 12.08, any item of gain, loss,
          deduction, and credit  that  has  not  previously  been allocated
          pursuant to Article V shall be so allocated.

          12.09 Deficit Capital Account Restoration Obligation.  At the end
          of  the period described in Sections 12.06 and 12.08  (and  after
          allocation  of  all  Partnership  items  pursuant to this Article
          XII),  if  any  Partner  has a negative balance  in  its  Capital
          Account, such negative balance  shall be a debt from that Partner
          to the Partnership, and that Partner  shall  be obligated to make
          additional  contributions  to  the  Partnership to  restore  that
          Partner's Capital Account for income  tax purposes to zero (0) at
          such time.  Any amount contributed to the Partnership pursuant to
          this  Section  12.09 shall be distributed  according  to  Section
          12.07.
          12.10  Section  708   Termination.    Notwithstanding  any  other
          provision of this Article XII, in the event  that the Partnership
          is  liquidated within the meaning of Section 1.704-1(b)(2)(ii)(g)
          of  the  Treasury  Regulations,  but  no  Dissolution  Event  has
          occurred,  the assets of the Partnership shall not be liquidated,
          the Partnership's  liabilities  shall  not be paid or discharged,
          and the Partnership's affairs shall not be wound up.

          12.11  Continuation  of  the  Partnership.  Unless   required  by
          applicable   law,   no   sale,   transfer,  assignment  or  other
          disposition  by  either  Partner  of  all  or  any  part  of  its
          Partnership  Interest  in  accordance  with   the   terms  hereof
          (including, without limitation, the transfers of the  Partnership
          Interest  of  IMC  GPCo to Operations in connection with the  IMC
          GPCo Liquidation and,  in  the  event  that FTX and FRP choose 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) in accordance with the terms  of
          the Amendment,  Waiver  and  Consent  Agreement, transfers of the
          Partnership Interest of the FRP Partner to FRP or an Affiliate of
          FRP in connection with such merger, liquidation or dissolution of
          the FRP Partner) shall cause a dissolution  of  the  Partnership,
          and,  if  such  a  dissolution  is required under applicable  law
          (including, without limitation, as  a  result of the transfers of
          the Partnership Interest of IMC GPCo to  Operations in connection
          with the IMC GPCo Liquidation or, in the event  that  FTX and FRP
          choose 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) in accordance with the
          terms of the Amendment, Waiver and Consent Agreement, as a result
          of the transfers of the Partnership  Interest  of the FRP Partner
          to  FRP  or an Affiliate of FRP in connection with  such  merger,
          liquidation  or dissolution of the FRP Partner), immediately upon
          such sale, transfer,  assignment  or  other disposition by either
          Partner,  the  Partnership shall be reconstituted  as  a  general
          partnership, governed  by  this  Partnership Agreement, among the
          transferee, purchaser or assignee  and  the  remaining Partner or
          Partners.

          12.12  Waiver  of  Certain  Rights.  Unless otherwise  agreed  in
          writing by the Partners, to the extent permitted by Delaware law,
          each Partner hereby waives (i)  all  rights  it  may  have  under
          Delaware  law  to cause the dissolution of the Partnership (other
          than dissolution by operation of law as a result of a transfer of
          its Partnership  Interest as expressly permitted hereby), (ii) to
          the extent a dissolution occurs by operation of law, the right to
          cause  the  Partnership   to   wind   up  its  affairs  and  make
          distributions to the Partners pursuant  to  Article  XII upon the
          occurrence of such dissolution and (iii) all rights to  partition
          with  respect  to real and personal property, provided that  this
          clause shall not  apply  to  assets  that  have  previously  been
          distributed by the Partnership to the Partners.

                                         ARTICLE XIII.

          Miscellaneous Provisions

          13.01  Force Majeure. If the Managing Partner is rendered unable,
          wholly or  in part, by force majeure to carry out its obligations
          hereunder such  obligations  insofar  as they are affected by the
          force majeure shall be suspended during  but  no  longer than the
          continuance  of  the  force majeure. In such event, the  Managing
          Partner shall use all commercially  reasonable  efforts to remove
          the  force  majeure as promptly as practicable. The  term  "force
          majeure" shall  mean  but shall not be limited to: acts of God or
          the public enemy; expropriation  or  confiscation  of facilities;
          compliance   with  any  order  or  request  of  any  governmental
          authority or person  purporting to act therefor; acts of declared
          or  undeclared war; public  disorders,  rebellion,  or  sabotage;
          revolution;  earthquake; fire; flood; riot; labor difficulties or
          shortages; labor  strikes  whether  direct or indirect; action or
          inaction of any governmental agencies;  delays in or shortages of
          transportation;  inability  to  obtain  necessary   materials  or
          equipment; inability to obtain necessary permits or approvals due
          to   existing  or  future  laws,  rules  or  regulations  of  any
          governmental  authority;  or any cause whether or not of the same
          class or kind as those specifically  above  named  not within the
          control of the Managing Partner and which, by the exercise of all
          commercially reasonable efforts the Managing Partner is unable to
          prevent.  The  requirement  that  the  Managing  Partner use  all
          commercially  reasonable efforts to remedy any force  majeure  as
          promptly as practicable  shall  not  require  the  settlement  of
          strikes,  lockouts,  or  other labor difficulties by the Managing
          Partner contrary to its wishes or the challenging of the validity
          of any governmental law, regulation,  order  or  request.  In the
          event  of  any  occurrence of force majeure, the Managing Partner
          immediately shall notify the Policy Committee of such occurrence.

          13.02 Limitation of Liability of Partners.

          (a) Notwithstanding  anything  to  the contrary set forth in this
          Agreement,  except  as  provided  in  Section   7.06  or  Section
          13.02(b),  no Partner (which term, for purposes of  this  Section
          13.02(a), shall,  with respect to the IMC GPCo Liquidation Period
          (and all other periods  during  which Operations or IMC GPCo is a
          Partner), refer to each of Operations and IMC GPCo, severally and
          not  jointly)  shall  be  liable to the  Partnership,  any  other
          Partner or any of their respective  Related  Persons for any loss
          or damage of any nature incurred or suffered by  the Partnership,
          any  other  Partner  or  any of their respective Related  Persons
          except loss or damage to the  Partnership,  any  other Partner or
          any of their respective Related Persons caused by  such Partner's
          gross negligence or wilful misconduct hereunder.

          (b)  The Managing Partner shall be liable to the Partnership  and
          the other  Partners,  solely as a result of such Partners' status
          as Partners, only for all  damages, including lost profits, which
          are   proximately  caused  by  the   Managing   Partner's   gross
          negligence, wilful misconduct, wilful breach of this Agreement or
          failure   to  follow  a  specific  instruction  from  the  Policy
          Committee adopted in accordance with the terms of this Agreement,
          but shall not  be so liable for any further lost profits or other
          damages which are  the  further consequences of such lost profits
          or other damages that were  proximately  caused.  For purposes of
          this Agreement, an ignoring of the terms of this Agreement  shall
          be  deemed  a  wilful  breach; provided that the Managing Partner
          shall not be liable for  ignoring  the  term  of  this  Agreement
          requiring the Managing Partner to act as an ordinary prudent  and
          reasonable  manager  if  the Managing Partner acted in good faith
          and in the belief (which belief  was reasonable) that its actions
          were in accordance with all of the terms of this Agreement.

          13.03 Assignment. This Agreement shall  be binding upon and inure
          to  the  benefit  of  the  parties  hereto and  their  respective
          successors  and  assigns;  provided that  no  assignment  of  any
          Partnership  Interest, or portion  thereof,  shall  be  effective
          unless made in  accordance  with the terms of this Agreement. The
          transfers of the Partnership  Interest  of IMC GPCo to Operations
          in connection with the IMC GPCo Liquidation, the FRP GPCo/FCC/FTX
          Mergers and, in the event that FTX and FRP  choose  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) in accordance  with  the  terms  of  the
          Amendment,   Waiver  and  Consent  Agreement,  transfers  of  the
          Partnership Interest of the FRP Partner to FRP or an Affiliate of
          FRP in connection with such merger, liquidation or dissolution of
          the FRP Partner  shall  each  be  deemed to be made in accordance
          with  the  terms  of  this  Agreement.  The   sale,  transfer  or
          assignment  of  a  Partnership Interest, or portion  thereof,  in
          accordance with the  terms  of this Agreement (including, without
          limitation, the transfers of the Partnership Interest of IMC GPCo
          to Operations in connection with the IMC GPCo Liquidation and, in
          the  event  that  FTX  and  FRP  choose   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) in accordance  with the terms of the Amendment,
          Waiver  and  Consent  Agreement,  transfers  of  the  Partnership
          Interest of the FRP Partner to FRP  or  an  Affiliate  of  FRP in
          connection  with  such  merger, liquidation or dissolution of the
          FRP Partner) shall result  in  the  transfer  to  the  purchaser,
          transferee  or  assignee  of  a  Partnership Interest, or portion
          thereof,  that  is  equal to the sold,  transferred  or  assigned
          Partnership  Interest,  or  the  sold,  transferred  or  assigned
          portion thereof,  of the seller, transferor or assignor and shall
          cause the purchaser,  transferee or assignee to be subject to and
          to incur all obligations  pertaining  to the sold, transferred or
          assigned  Partnership  Interest,  or  the  sold,  transferred  or
          assigned portion thereof.

          13.04 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 the IMC Partner at:

          2100 Sanders Road
          Northbrook, Illinois  60062
          Facsimile: 708-205-4805
          Attention: Corporate Secretary
          (ii)  if to Operations at:

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

          (iii) if to IMC GPCo at:

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

          (iv)  if to the Managing Partner at:

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

          and (v)   if to the FRP Partner at:

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

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

          13.05 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.

          13.06 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  Partner  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.

          13.07  Consent  to  Jurisdiction. Each Partner hereby irrevocably
          submits 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 13.06 above.  IMC  GPCo  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 IMC GPCo  in  any  such  suit, action or proceeding.
          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.  The FRP
          Partner  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 FRP
          Partner  in  any such suit, action or  proceeding.  The  Managing
          Partner 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
          Managing  Partner  in  any such suit, action or proceeding.  Said
          designation and appointment  by each of IMC GPCo, Operations, the
          FRP Partner and the Managing Partner  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.

          13.08 Waiver of Jury Trial.  EACH PARTNER 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.

          13.09 Entire Agreement; Amendments. This Agreement (including the
          exhibits  hereto)  together with the other Transaction Agreements
          (including any exhibits  or  schedules  thereto),  the Amendment,
          Waiver and Consent Agreement and a certain letter agreement dated
          as  of  July  1,  1993  relating  to  certain tax matters between
          Operations and FRP 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  and
          the  other  Transaction  Agreements  entered  into  prior  to the
          respective  dates  hereof  and  thereof.  This  Agreement  may be
          amended  or  modified (including, without limitation, to admit  a
          new "Partner"  or  "Partners" (other than (i) any New Partners or
          any new "Partner" admitted  to  the  Partnership  pursuant  to  a
          transfer  of the Partnership Interest (or a portion thereof) of a
          Partner pursuant  to  Section  7.02  or Section 7.04) or (ii) the
          admission of FRP or an Affiliate of FRP  as  a  new  Partner as a
          result  of  the  election  of FTX and FRP to merge, liquidate  or
          dissolve the FRP Partner (or  transfer its Partnership Interests)
          in accordance with the terms of the Amendment, Waiver and Consent
          Agreement) only by an instrument  in  writing  executed by all of
          the Partners.

          13.10  Execution in Counterparts.  This Agreement  may  be signed
          incounterparts.   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.
          13.11 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.

          13.12 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.

          13.13  Third Party Beneficiaries. This Partnership  Agreement  is
          solely for  the  benefit  of the parties hereto and the Partners'
          respective Related Persons  to  the  extent  set forth in Section
          8.01,  and  no  provision of this Agreement shall  be  deemed  to
          confer upon third  parties,  other  than the Partners' respective
          Related  Persons to the extent set forth  in  Section  8.01,  any
          remedy, claim, liability, reimbursement, claim of action or other
          right in excess  of  those  existing  without  reference  to this
          Agreement.

          13.14  Further  Assurances.  Each  Partner  agrees 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.

          13.15  Power  of Attorney. Each Partner  hereby  constitutes  and
          reappoints, effective  as  of  May 26, 1995, the Managing Partner
          and its successors and assigns as the true and lawful attorney of
          such Partner with full power of  substitution  in the name of the
          Partnership or in the name of such Partner, but  for  the benefit
          of  the  Partnership  (i)  to  collect  for  the  account  of the
          Partnership  any  Asset  and  (ii) to institute and prosecute all
          proceedings  on  behalf  of the Partnership  which  the  Managing
          Partner  may  in  its  commercially  reasonable  discretion  deem
          necessary or appropriate in order to assert or enforce any right,
          title or interest in, to  or  under  the Assets, and to defend or
          compromise any and all actions, suits  or  proceedings in respect
          of such Assets. The Partnership shall be entitled  to  retain for
          its  own  account any amounts collected pursuant to the foregoing
          powers, including  any  amounts  payable  as  interest in respect
          thereof.

          13.16  Public  Announcements.  Except  as  may  be  required   by
          applicable  law  or  any  listing  agreement  with  any  national
          securities exchange, neither the Partnership nor any Partner  nor
          any  Affiliate  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 Partners unless either (i) a draft of the
          proposed release has  been  provided  to  each  Partner  at least
          twenty-four (24) hours prior to its proposed release in order  to
          permit the Partners 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 the Partners  nor  any  of  their
          Affiliates    will   present   projections   or   forward-looking
          information that  is  attributed  to the Partnership or any other
          Partner or its Affiliates without the  prior  written  consent of
          such other Partners.


                                           * * * * *

          IN  WITNESS  WHEREOF,  the  parties have signed this Amended  and
          Restated Partnership Agreement as of the 26th day of May, 1995.

          IMC-Agrico GP Company

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


          Agrico, Limited Partnership
          By:  Agrico, Inc., its
          general partner

          By:
          Name Printed:
          Title:

          IMC-Agrico MP, Inc.

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

          IMC Global Operations Inc.
          (formerly IMC Fertilizer, Inc.)
          By:  PETER HONG
          Name Printed:  Peter Hong
          Title:         Vice President

          IN WITNESS WHEREOF, the parties  have  signed  this  Amended  and
          Restated Partnership Agreement as of the 26th day of May, 1995.


          IMC-Agrico GP Company

          By:
          Name Printed:
          Title:

          Agrico, Limited Partnership
          By:  Agrico, Inc., its
          general partner

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

          IMC-Agrico MP, Inc.

          By:
          Name Printed:
          Title:

          IMC Global Operations Inc.
          (formerly IMC Fertilizer, Inc.)
          By:
          Name Printed:
          Title:
          Schedule X

                                            B - (N x T)
                                          ---------------
          Target Cash =                        C - N

          B  = The capital account balance of the respective Partner at the
          beginning   of   the  June  30  fiscal  year,  adjusted  for  all
          adjustments to the Partner's capital account for the current year
          except for adjustments  required  as  a result of (i) allocations
          pursuant to Section 5.01; (ii) the special  allocations  pursuant
          to  Section 5.02(c) and 5.02(d); and (iii) all cash distributions
          to the  Partner  for the current fiscal year made pursuant to the
          Partner's Current Interest for the year.

          N  =  The  Capital  Interest  for  the  following  year  for  the
          respective Partner.   In  determining  any allocations to be made
          pursuant to Article V and Article XII for any period other than a
          period ending on the last day of the Partnership's  fiscal  year,
          however,  the  Capital  Interest  for  the  current  year for the
          respective Partner shall be used.

          T  =  The sum of the capital account balances of the Partners  at
          the beginning  of  the  June  30  fiscal  year,  adjusted for all
          adjustments  to  the Partners' capital accounts for  the  current
          year  except  for  adjustments   required  as  a  result  of  (i)
          allocations   pursuant  to  Section  5.01;   (ii)   the   special
          allocations pursuant  to  Section  5.02(c) and 5.02(d); and (iii)
          all cash distributions to the Partners  for  the  current  fiscal
          year  made  pursuant  to  the  Partners' Current Interest for the
          year.

          C  =  The  Current Interest of the  respective  Partner  for  the
          applicable fiscal year.
          SCHEDULE Y

          ITEM OF TAX INFORMATION                             PERIOD(S)

          1. Ordinary  income  excluding                July 1 - December 31
            depreciation and depletion (estimated       July 1 - June 30
            where appropriate), including               (final)
            workpapers supporting allocations
            between partners

          2. Depletable gross revenues,  statutory      July 1 - December 31
          depletion expenses (excluding                 July 1 - June 30
          depreciation) for purposes of Code            (final)
          Section 613, production volumes, and
          remaining reserves by property (taking
          into account special tax allocations)

          3. Depreciation and amortization expense,     July  1 - December 31
          by tax property for mining assets and by      July 1 - June 30
          state for other assets, as follows:           (final)
          ---Federal
          ---AMT
          ---ACE

          4.  Depreciable  and amortizable asset        July 1 - December 31
          additions and retirements, by tax             July 1 - June 30
          property for mining assets and by state       (final)
          for other assets

          5. Leasehold cost  basis  and related         July 1 - December 31
          additions, retirements, and abandonments      July 1 - June 30
          by tax property                               (final)

          6. Outstanding balance of recourse and        Monthly (as of each
          nonrecourse debt                              month end)
                                                        July 31 - December 31
                                                        January  31 - June 30

          7.  Interest  and dividend income             July 1 - December 31
                                                        July 1 - June 30
                                                        (final)

          8. Code Section  1231  gains or losses, and   July 1 - December 31
          ordinary income recapture                     July 1 - June 30
                                                        (final)
          9. Reconciliation of book to
          taxable income                               July 1 - December 31
                                                       July 1 - June 30
                                                       (final)
          10. Partnership gross
          income consisting of                         July 1 - December 31
          qualifying income under Code Section         January 1 - June 30
          7704 (d) as well as nonqualifying income

          11. Fair market value evaluation by           Calendar year
          property
          ITEM OF TAX INFORMATION                             PERIOD(S)

          12. Additional state tax information          July 1 - June 30
             A. Sales by state based on the place          (final)
                of origin and place of shipping
                destination

             B. Inventory by state

             C. Miscellaneous income (i.e.,
                interest, dividends, gains and
                losses, rental income and other
                miscellaneous income) by state

             D. Rent expense

             E. Book original cost of depreciable
                and depletable assets by state,
                considering the effect of
                additions and retirements

             F. Book basis information for the
                Louisiana corporation franchise
                tax return

          13. Tax basis of all assets and               As of December 31
          liabilities, by major category,  for  Code       As  of  June  30
          (final)
          Section 743 and FAS 109 purposes

          14. Depreciation and amortization, by tax     July 1 - June 30
          property, for mining assets for the           (final)
          following:
             --Earnings and Profits
             --State (where appropriate)

          15.  Estimate  of permanent differences         July 1 - December
          31
          between book and taxable income

          16. Estimate of taxable
          income for FAS 109                             July  1 - December
          31
          purposes

          17. Estimated regular and AMT taxable         July 1 - June 30
          income

          18. Any other tax information and data
          reasonably requested by the
          Non-Operating Partner or its Affiliates
          for purposes of complying with their
          federal and state tax reporting
          requirements
          (TABLE CONTINUED)
          ITEM OF TAX INFORMATION                         DATE

          1. Ordinary income excluding                 January 25
          depreciation and depletion (estimated        October 25
          where appropriate), including
          workpapers supporting allocations
          between partners

          2. Depletable gross revenues, statutory      January 25
          depletion expenses (excluding                October 25
          depreciation) for purposes of Code
          Section 613, production volumes, and
          remaining reserves by property (taking
          into account special tax allocations)

          3. Depreciation and amortization expense,    January 25
          by tax property for mining assets and by     October 25
          state for other assets, as follows:
          ---Federal
          ---AMT
          ---ACE

          4. Depreciable and amortizable asset         January 25
          additions and retirements, by tax            October 25
          property for mining assets and by state
          for other assets

          5. Leasehold cost basis and related          January 25
          additions, retirements, and abandonments     October 25
          by tax property
          6. Outstanding balance of recourse and       January 25
          nonrecourse debt                             October 25


          7. Interest and dividend income              January 25
                                                       October 25

          8. Code Section 1231 gains or losses, and    January 25
          ordinary income recapture                    October 25

          9. Reconciliation of book to
          taxable income                               January 25
                                                       October 25

          10. Partnership gross
          income consisting of                         January 25
          qualifying income under Code Section         October 25
          7704 (d) as well as nonqualifying income

          11. Fair market value evaluation by          January 25
          property

          ITEM OF TAX INFORMATION                         DATE

          12. Additional state tax information         October 25
          A. Sales by state based on the place
                of origin and place of shipping
                destination

             B. Inventory by state

             C. Miscellaneous income (i.e.,
                interest, dividends, gains and
                losses, rental income and other
                miscellaneous income) by state

             D. Rent expense

             E. Book original cost of depreciable
                and depletable assets by state,
                considering the effect of
                additions and retirements

             F. Book basis information for the
                Louisiana corporation franchise
                tax return

          13. Tax basis of all assets and              January 25
          liabilities, by major category, for Code     October 25
          Section 743 and FAS 109 purposes

          14. Depreciation and amortization, by tax
          property, for mining assets for the
          following:                                      November 25

             --Earnings and Profits
             --State (where appropriate)

          15. Estimate of permanent differences
          between book and taxable income                 January 6

          16. Estimate of taxable
          income for FAS 109 purposes                     January 6

          17. Estimated regular and AMT taxable
          income                                          January 25

          18. Any other tax information and data
          reasonably requested by the
          Non-Operating Partner or its Affiliates
          for purposes of complying with their
          federal and state tax reporting
          requirements
          Schedule 9.12

          Sales  to  IMC  Canada  Ltd.   of  GTSP, DAP, GMAP 11-52-0,  GMAP
          10-50-0  and PFS: the price shall be  the  average  market  price
          minus ten percent (10%) for domestic sales of similar products so
          long as the  aggregate  volume  for  the above-mentioned products
          does not exceed 57,619 P2O5 tons.

          Sales to Operations' Rainbow Division  of  GTSP,  DAP, RMAP, GMAP
          and  PFS: the price shall be the average market price  minus  ten
          percent  (10%),  but  not  less  than  full  production cost, for
          domestic  sales  of  similar  products so long as  the  aggregate
          volume for the above-mentioned  products  does  not exceed 95,200
          P205 tons.

          EXHIBIT A

          Schedule of Definitions

          "Accounting Date" shall have the meaning given to  such  tern  in
          Section 12.03 of the Partnership Agreement.

          Accounting  Referee" shall have the meaning given to such term in
          the Contribution Agreement.

          "Acquiring Person  shall  have  the meaning given to such term in
          Section 2.08 (b) of the Partnership Agreement.

          "Act" shall mean the Uniform Partnership  Law  as  enacted in the
          State of Delaware.

          "Administrative Fee" shall have the meaning given to such term in
          Section 9.11 of the Partnership Agreement.

          "Affiliate"   of   any   Person   shall   mean  any  corporation,
          proprietorship, partnership or business entity which, directly of
          indirectly,  owns  or  controls,  is  under common  ownership  or
          control with, or is owned or is controlled by, such Person.

          "Affiliated Group" means a Person together  with  its  affiliates
          and  all  Persons  who  are members of a "group" with such Person
          within the meaning of Section 13(d)(3) of the Securities Exchange
          Act of 1934, as amended.

          "Agrico LP" or "FRP Partner" (in the case of "FRP Partner", prior
          to 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) contemplated by the Amendment, Waiver
          and Consent Agreement) shall mean Agrico,  Limited Partnership, a
          Delaware limited partnership.

          "Alternates" shall have the meaning given to such term in Section
          6.04 of the Partnership Agreement.

          "Amendment,  Waiver  and  Consent  Agreement"  shall   mean   the
          Amendment,  Waiver and Consent Agreement dated as of May 26, 1995
          among  Global,   Operations,  IMC  GPCo,  the  Managing  Partner,
          IMC-Agrico Company, FTX, FRP and the FRP Partner.

          "Appraisal Procedure"  shall  mean  the  following: If any price,
          value,  amount  or  determination  to  be  determined  under  the
          Partnership Agreement cannot timely be established  by agreement,
          then either the IMC Partner (or, as set forth in the  Partnership
          Agreement, during the IMC GPCo Liquidation Period, Operations  or
          IMC GPCo) or the FRP Partner, by written notice to the other, may
          invoke  the  Appraisal  Procedure.   Each of the IMC Partner (or,
          during the IMC GPCo Liquidation Period,  Operations  or IMC GPCo)
          and  the  FRP  Partner  shall  appoint  its  Qualified Investment
          Banking Firm to conduct an appropriate valuation  and  shall give
          notice  of  such appointment to the other Non-Managing Partner(s)
          within fifteen  (15)  days  after delivery of the notice invoking
          such procedure.  If the IMC Partner  (or,  during  the  IMC  GPCo
          Liquidation  Period,  Operations  or IMC GPCo) or the FRP Partner
          does  not appoint its Qualified Investment  Banking  Firm  within
          such fifteen (15) day period, the valuation made by the Qualified
          Investment  Banking  Firm  appointed  by  the  other Non-Managing
          Partner  shall  be  conclusive  and binding on the Partners.   If
          within  thirty  (30)  days  after appointment  of  the  Qualified
          Investment Banking Firms, such Qualified Investment Banking Firms
          are unable to agree upon an appropriate  valuation but the higher
          valuation is not greater than 110% of the  lower  valuation, then
          the valuation which shall be binding on the Partners shall be the
          average  of  the  two  (2)  valuations  given  by  the  Qualified
          Investment  Banking  Firms.   If  the higher valuation is greater
          than  110%  of  the  lower  valuation,  the   two  (2)  Qualified
          Investment Banking Firms jointly shall appoint  a third Qualified
          Investment Banking Firm within fifteen (15) days  thereafter, or,
          if they do not do so, either the IMC Partner (or, in  such cases,
          Operations  or  IMC  GPCo)  or  the  FRP Partner may request  the
          American Arbitration Association, or any  organization  successor
          thereto, to appoint the third Qualified Investment Banking  Firm.
          The decision of the third Qualified Investment Banking Firm shall
          be  given within sixty (60) days after its appointment, shall  be
          at least  equal  to  the  lower  valuation,  shall not exceed the
          higher valuation and shall be binding on the Partners.  "Approved
          Debts"  shall  have  the  meaning given to such term  in  Section
          12.06(a) of the Partnership Agreement.

          "Asset Sale Amount" shall mean,  with  respect to any sale of any
          Partnership asset other than in the ordinary  course of business,
          an amount equal to the greater of (a) the net book  value of such
          asset  as shown on the most recent audited balance sheet  of  the
          Partnership  and  (b)  the  net  proceeds (including cash and the
          value of property received) realized  by the Partnership upon the
          sale or other disposition of such asset.

          "Assets"  shall  have  the  meaning given to  such  term  in  the
          Contribution Agreement.

          "Assumed  Liabilities" and "Assumed  Liability"  shall  have  the
          meanings given to such terms in the Contribution Agreement.

          "Bankrupt"  shall  mean  any  Person  with  respect  to  which  a
          Bankruptcy shall have occurred.

          "Bankruptcy" shall mean with respect to any Person the occurrence
          of either of the following events"

          (i)   the  Person  shall  commence  a  voluntary  case  or  other
          proceeding  seeking  liquidation,  reorganization or other relief
          with  respect  to  itself  or  its debts  under  any  bankruptcy,
          insolvency or other similar law  now  or  hereafter  in effect or
          seeking  the  appointment  of  a  trustee,  receiver, liquidator,
          custodian or other similar official of it or any substantial part
          of its property, or shall consent to any such  relief  or  to the
          appointment  of  or taking possession by any such official in  an
          involuntary case or  other  proceeding  commenced  against it, or
          shall make a general assignment for the benefit of creditors,  or
          shall  fail  generally  to  pay  its debts as they become due, or
          shall  take  any  corporate  action  to   authorize  any  of  the
          foregoing; or

          (ii) an involuntary case or other proceeding  shall  be commenced
          against the Person seeking liquidation, reorganization  or  other
          relief  with  respect  to  it  or its debts under any bankruptcy,
          insolvency or other similar law  now  or  hereafter  in effect or
          seeking  the  appointment  of  a  trustee,  receiver, liquidator,
          custodian or other similar official of it or any substantial part
          of  its property, and such involuntary case or  other  proceeding
          shall remain undismissed and unstayed for a period of 60 days; or
          an order for relief shall be entered against the Person under the
          federal bankruptcy laws as now or hereafter in effect.

          "Base Affiliate Transaction Amount" shall mean (i) for the Fiscal
          Year   ended   June  30,  1994,  five  hundred  thousand  dollars
          ($500,000) and (ii)  for  each  subsequent Fiscal Year, an amount
          equal to the sum of (x) the Base  affiliate Transaction Amount in
          effect for the immediately preceding  Fiscal  Year,  plus (y) the
          product of (A) the percentage increase in the GNP Deflator  Index
          for the immediately preceding Fiscal Year, multiplied by (B)  the
          Base  Affiliate  Transaction Amount for the immediately preceding
          Fiscal Year.

          "Base Budget Amount"  shall  mean  (i)  for the Fiscal Year ended
          June 30, 1994, two hundred fifty thousand dollars ($250,000), and
          (ii) for each subsequent Fiscal Year, an  amount equal to the sum
          of  (x)  the  Base  Budget Amount in effect for  the  immediately
          preceding Fiscal Year, plus (y) the product of (A) the percentage
          increase in the GNP Deflator  Index for the immediately preceding
          Fiscal Year, multiplied by (B)  the  Base  Budget  Amount for the
          immediately preceding Fiscal Year.

          "Base Obligation Amount" shall mean (i) for the Fiscal Year ended
          June  30, 1994, five million dollars ($5,000,000), and  (ii)  for
          each subsequent  Fiscal  Year,  an amount equal to the sum of (x)
          the  Base  Obligation  Amount  in  effect   for  the  immediately
          preceding Fiscal Year, plus (y) the product of (A) the percentage
          increase in the GNP Deflator Index for the immediately  preceding
          Fiscal Year, multiplied by (B) the Base Obligation Amount for the
          immediately preceding Fiscal Year.

          "Base Sale Amount" shall mean (i) for the Fiscal Year ended  June
          30, 1994, twenty-five million dollars ($25,000,000), and (ii) for
          each  subsequent  Fiscal  Year, an amount equal to the sum of (x)
          the  Base Sale Amount in effect  for  the  immediately  preceding
          Fiscal  Year, plus (y) the product of (A) the percentage increase
          in the GNP  Deflator  Index  for the immediately preceding Fiscal
          Year, multiplied by (B) the Base  Sale Amount for the immediately
          preceding Fiscal Year.
          "Beneficial  Interest"  means  with respect  to  either  Ultimate
          Parent,  its beneficial ownership  interest  in  the  Partnership
          (determined upon the basis of the Capital Interest of the Partner
          or Partners  controlled  by such Ultimate Parent) proportionately
          reduced by any minority ownership  interest  of  any Person other
          than  such Ultimate Parent or any if its Intervening  Persons  in
          the Partner or Partners controlled by such Ultimate Parent or any
          Intervening  Person  of  such  Ultimate  Parent; provided that in
          calculating  the  Beneficial Interest of FTX  or  any  subsequent
          Ultimate Parent of  the  FRP  Partner,  the  beneficial ownership
          interest  of  FTX or any subsequent Ultimate Parent  of  the  FRP
          Partner in the  Partnership  shall  only be reduced on account of
          Non-Affiliated  Unitholders  to  the extent  such  Non-Affiliated
          Unitholders  hold in excess of 49%  of  the  limited  partnership
          interests of FRP.

          "Capital Account" means, with respect to any Partner, the capital
          account maintained  for  such Partner pursuant to Section 4.02 of
          the Partnership Agreement.

          "Capital Advance" shall have  the  meaning  given to such term in
          Section 3.02(b) of the Partnership Agreement.

          "Capital Interest" shall have the meaning given  to  such term in
          Section 4.01 of the Partnership Agreement.

          "Capital  Interest  Cash"  means,  for  any  period  any  Capital
          Proceeds  received during such period less the sum of (A) Capital
          Proceeds reinvested  in  a  Capital Project during such period in
          accordance with Section 5.07  of  the  Partnership Agreement plus
          (B) (i) expenditures for Capital Projects  during such period and
          (ii) capital expenditures in any year for projects  identified on
          Annex VII to the Contribution Agreement, or alternative  projects
          of a substantially similar nature substituted by agreement of the
          parties,  to  the  extent  that  the aggregate amount of all such
          capital expenditures exceed 110% of the aggregate amount shown on
          such Annex VII as being spent for  such  projects  in  that year,
          which  in  both  cases  are  either specifically approved by  the
          Policy Committee (or, if not by the Policy Committee, by the CEOs
          or the Managing Partner in accordance  with  Section  6.07 of the
          Partnership  Agreement)  or  in  a  budget approved by the Policy
          Committee(or, if not by the Policy Committee,  by the CEOs or the
          Managing  Partner  in  accordance  with  Section  6.07   of   the
          Partnership  Agreement).  Furthermore, any expenditure that would
          otherwise be subtracted pursuant to clause (B) of this definition
          of Capital Interest Cash shall not be so subtracted to the extent
          that such expenditure  is  funded  by  either  the  incurrence of
          indebtedness  by  the  Partnership or cash contributions  by  the
          Partners.

          "Capital Proceeds" shall  mean  the  cash  proceeds  of a Capital
          Transaction received, whether the Capital Transaction occurred in
          the current period or in a prior period.

          "Capital  Project"  shall  mean any project having an anticipated
          useful  life in excess of one  year,  with  an  anticipated  cost
          (including  capitalized  interest  in  connection  with  any Debt
          incurred  to  fund  such  project)  in  excess of the Base Budget
          Amount and involving the purchase, lease,  license,  acquisition,
          manufacture, maintenance or construction of an asset,  other than
          those items set forth on Annex VII to the Contribution Agreement.
          A Capital Project shall be deemed implemented or attributable  to
          the Fiscal Year in which the relevant asset is placed in service.

          "Capital  Transaction"  shall mean the sale or disposition of any
          asset of the Partnership  having  an  anticipated  useful life in
          excess of one year other than in the ordinary course of business.
          A  Capital  Transaction shall be deemed to have occurred  in  the
          Fiscal Year in  which  the  sale  or  disposition of the relevant
          asset  becomes effective. The sale of Big  Bend  or  Port  Sutton
          terminal is not a Capital Transaction.

          "CEOs" shall  have  the  meaning  given  to  such term in Section
          6.07(b) of the Partnership Agreement.

          "Claims"  shall have the meaning given to such  term  in  Section
          8.01 of the Partnership Agreement.

          "Closing"  shall   mean  the  consummation  of  the  transactions
          contemplated by the  Contribution  Agreement  in  accordance with
          Section 2.08 thereof.

          "Closing Date" shall have the meaning given to such  term  in the
          Contribution Agreement.

          "Code"  shall  mean the Internal Revenue Code of 1986, as amended
          and the regulations promulgated thereunder.

          "Comparable Property"  shall  have the meaning given to such term
          in Section 2.08(c) of the Partnership Agreement.

          "Confidentiality Agreement" shall mean the Letter Agreement dated
          November 18, 1992 among FRP, FTX and Group.

          "Contributed Business" shall, with  respect to Operations or FRP,
          have  the  meaning  given  to  such  term  in   the  Contribution
          Agreement.

          "Contributing Partner" shall have the meaning given  to such term
          in Section 3.03 of the Partnership Agreement.

          "Contribution  Agreement"  shall  mean  that certain Contribution
          Agreement dated as of April 5, 1993 IMC and FRP

          "Contribution Agreement Claim" shall have  the  meaning  given to
          such term in Section 5.07(d) of the Partnership Agreement.

          "Cure Period" shall mean the period ending sixty (60) days  after
          the   earlier   to   occur  of  (i)  the  agreement  between  the
          Non-Managing Partners  that  a  Material  Breach has occurred and
          (ii) if a dispute exists between the Non-Managing  Partners as to
          whether  a Material Breach has occurred, a determination  through
          the Dispute  Resolution  Mechanism  that  a  Material  Breach has
          occurred; provided, that if during the sixty (60) day period, the
          Operating  Partner  has  promptly  presented to the Non-Operating
          Partner a remedy to cure such Material  Breach  and  has promptly
          begun  and  continuously pursued good faith efforts in attempting
          to cure such  Material  Breach,  then  the  Cure  Period shall be
          extended  for  so  long  as the Operating Partner is continuously
          pursuing good faith efforts  to cure such Material Breach, but in
          no  event shall the Cure Period  be  extended  for  more  than  a
          reasonable  period of time, taking into account the nature of the
          cure.

          "Current Interest"  shall  have the meaning given to such term in
          Section 4.01 of the Partnership Agreement.

          "Current Interest Cash" shall mean, for any period the sum of
                (i)  the  consolidated  net   income   (or   loss)  of  the
                Partnership for such period; plus

                (ii)  the  depreciation,  depletion, amortization  and  all
                other non-cash expenses of  the  Partnership, including the
                amount of net book value eliminated  as  a  result  of  any
                asset  sales  made  by  the Partnership during such period;
                plus

                (iii)  the net cash proceeds  with  respect  to  any  prior
                period asset  sales  or  liquidation  of  other non-current
                assets of the Partnership received during the period to the
                extent  such  proceeds  are  not  already included  in  the
                consolidated net income of the Partnership for such period;
                minus

                (iv) the non-cash proceeds of any asset  sales  made by the
                Partnership during such period to the extent such  non-cash
                proceeds are included in the consolidated net income of the
                Partnership  for  such period; minus  (v) the Partnership's
                earnings  from  non-consolidated   investees   during  such
                period; plus

                (vi)  the Partnership's share of losses in non-consolidated
                investees during such period;  plus

                (vii)  dividends   and   distributions  of  cash  and  cash
                equivalents    received    by    the    Partnership    from
                non-consolidated investees during such period;  minus
                (viii) investments of cash and cash equivalents made by the
                Partnership  in  non-consolidated  investees   during  such
                period; minus

                (ix)  capital  expenditures (a) excluding expenditures  for
                Capital Projects but (b) including capital expenditures for
                projects  identified  in  Annex  VII  to  the  Contribution
                Agreement but  only  to the extend that the aggregate among
                of such expenditures in any year for projects identified in
                Annex  VII,  or alternative  projects  of  a  substantially
                similar nature  substituted  by  agreement  of the parties,
                does not exceed 110% of the aggregate amount  shown on such
                Annex  VII  as being spent for such projects in that  year;
                minus

                (x)  the extent  not  previously  deducted in computing the
                consolidated  net  income  (or  loss) of  the  Partnership,
                expenditures of the Partnership relating  to  the shut down
                of  facilities  and reclamation of land during such  period
                and  other  payments   in  respect  of  previously  accrued
                liabilities;  minus

                (xi)  principal  repayments  of  Partnership  indebtedness;
                minus

                (xii)  Capital Proceeds  of  the  Partnership  during  such
                period; minus

                (xiii) increases in cash reserves of the Partnership; plus

                (xiv) decreases in cash reserves of the Partnership;  plus

                (xv) after  consideration  of  noncash accruals and related
                expenditures identified in (ii) and (x) above, decreases in
                working capital loans from third  parties at the end of the
                period.

          In calculating Current Interest Cash, to  the  extend applicable,
          each  item involved in the calculation shall be determined  using
          the  financial   statements   of   the  Partnership  prepared  in
          accordance   with   generally  accepted  accounting   principles.
          Furthermore, any expenditure  that  would  otherwise  be deducted
          pursuant to this definition of Current Interest Cash shall not be
          deducted  from  consolidated  net income to the extent that  such
          expenditure is funded by either the incurrence of indebtedness by
          the Partnership or cash contributions by the Partners.

          "Debt" shall mean, as to any Person:  (a)  indebtedness  created,
          issued or incurred by such Person for borrowed money (whether  by
          loan or the issuance and sale of debt securities; (b) obligations
          of  such Person to pay the deferred purchase or acquisition price
          of property  or  services,  other  than  trade  or other accounts
          payable  (other  than  for borrowed money) arising,  and  accrued
          expenses incurred, in the  ordinary course of business so long as
          such trade or other accounts  payable  are  payable within ninety
          (90)  days  of  the  date the respective goods are  delivered  or
          respective services rendered;  )c)  Debt  of  others secured by a
          Lien  on  the  property  of  such  Person,  whether  or  not  the
          respective  indebtedness  so  secured  has  been assumed by  such
          Person; (d) obligations of such Person in respect  of  letters of
          credit  or  similar  instruments issued or accepted by banks  and
          other financial institutions  for the account of such Person; (e)
          capital lease obligations of such  Person required to be reported
          as  such  in  accordance  with  generally   accepted   accounting
          principles  from  time to time in effect; and (f) Debt of  others
          guaranteed by such Person.

          "Delaware Law" shall  have  the meaning given to such term in the
          Partnership Agreement and in the Parent Agreement.

          "Developing Partner" shall have the meaning given to such term in
          Section 2.08(c) of the Partnership Agreement.

          "Dispute  Resolution  Mechanism"  shall  mean  a  proceeding  for
          resolution  of  disputes,  submitted  to  Endispute  Incorporated
          ("Endispute:) in San Francisco, California, with the Non-Managing
          Partner whose position  is  substantially  upheld by Endispute in
          such proceeding being entitled to recover its attorneys' fees and
          expenses from the other Non-Managing Partner.   If  at  the  time
          that  the  dispute  occurs  Endispute  is  not in the business of
          resolving disputes in San Francisco, California, the Non-Managing
          Partners shall ask the Chief Judge of the United  States Court of
          Appeals for the Ninth Circuit to select a similar firm located in
          San Francisco, California.

          "Dissolution Event" shall have the meaning given to  such term in
          Section 12.01 of the Partnership Agreement.

          "Distributable Cash" shall mean, with respect to any Partner  for
          any  period, the sum of (i) Current Interest Cash for such period
          multiplied  by such Partner's Current Interest as of the last day
          of such period,  plus  (ii) Capital Interest Cash for such period
          multiplied by such Partner's  Capital Interest as of the last day
          of such period, except that the  Capital  Proceeds from a Capital
          Transaction occurring in a prior period will  be calculated using
          the Capital Interest in effect as of the last day  of  the period
          in  which  the  Capital  Transaction which generated such Capital
          Proceeds was deemed to have occurred.

          "Electing Partner" shall have  the  meaning given to such term in
          Section 2.08(c) of the Partnership Agreement.

          "Employee  Cost  Sharing  Agreement"  shall   mean  that  certain
          Employee Cost Sharing Agreement dated as of July  1, 1993 between
          IMC and the Managing Partner.

          "Environmental Liabilities" shall have the meaning  given to such
          term in the Contribution Agreement.

          "Equivalent  Sale  Price"  means the Triggering Event Partnership
          Value, multiplied by the Capital  Interest  of the Non-Triggering
          Partner immediately prior to the Triggering Event.

          "Excluded Liability" shall have the meaning given to such term in
          the Contribution Agreement.

          "Exercise Notice" has the meaning given to such  term  in Section
          7.04 of the Partnership Agreement.

          "Exercising Partner" shall have the meaning given to such term in
          Section 2.08(b) of the Partnership Agreement.

          "Expansion" shall mean: (i) the construction or development  of a
          new  mine,  plant,  building, structure or other facility for the
          purpose of developing  a  new source of production capacity; (ii)
          any  construction,  development,  process  improvement  or  other
          improvement  primarily   designed   to  increase  the  production
          capacity or decrease the cost structure  of  any  existing  mine,
          plant or facility; or (iii) any purchases of materials related to
          the items in (i) or (ii).

          "FASB  109"  shall  mean the Financial Accounting Standards Board
          Statement of Financial Accounting Standard No.  109.

          "FCC"  shall  mean  Freeport   Chemical   Company,   a   Delaware
          corporation.

          "Final  IMC GPCo Liquidating Distribution" shall have the meaning
          given to such term in the Partnership Agreement and in the Parent
          Agreement.


          "Fiscal Year" shall mean the twelve month period ending June 30th
          for each  year  during  the life of the Partnership or such other
          month  period  as  may be defined  as  the  Fiscal  Year  of  the
          Partnership  pursuant   to   Section   9.01  of  the  Partnership
          Agreement.

          "FRP"  shall  mean  Freeport-McMoRan Resource  partners,  Limited
          Partnership, a Delaware limited partnership and its successors.

          "FRP Alternate" and "FRP  Alternates"  shall  have  the  meanings
          given to such terms in Section 6.04 of the Partnership Agreement.

          "FRP  GPCo"  shall  have  the  meaning  given to such term in the
          Parent Agreement.

          "FRP GPCo/FCC/FTX Merger Documents" shall  have the meaning given
          to such term in the Amendment, Consent Waiver Agreement.

          "FRP GPCo/FCC/FTX Mergers" shall have the meaning  given  to such
          term in the Partnership Agreement and in the Parent Agreement.

          "FRP  Partner"  shall  mean  (i)  Agrico,  Limited Partnership, a
          Delaware limited partnership, or (ii) FRP or the Affiliate of FRP
          that succeeds to the obligations, assets, properties,  rights and
          interests  of  Agrico,  Limited  Partnership, as a result of  the
          merger, liquidation or dissolution of Agrico, Limited Partnership
          (or  to  which  the  Partnership  Interests  of  Agrico,  Limited
          Partnership  is transferred) as contemplated  by  the  Amendment,
          Waiver and Consent  Agreement or (iii) any other Affiliate of FRP
          which  succeeds  to  the  Partnership  Interests  of  the  entity
          identified  in  (i) or (ii)  above  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.

          "FRP  Representative" and FRP  Representatives"  shall  have  the
          meanings  given  to such terms in Section 6.04 of the Partnership
          Agreement.

          "FRP Transferred Sales  Employee" shall have the meaning given to
          such term in the Contribution Agreement.

          "FTX" shall mean Freeport-McMoRan  Inc.,  a  Delaware corporation
          and its successors.

          "FTX Common Shares" shall have the meaning given  to such term in
          the Parent Agreement.

          "GNP Deflator Index" shall mean the GNP deflator index (final) as
          published  by  the U.S.  Department of Commerce (commencing  with
          the index as of June 30, 1993).

          "Global" or "Group"  shall  mean  IMC  Global Inc.  (formerly IMC
          Fertilizer   Group,  Inc.),  a  Delaware  corporation   and   its
          successors.

          "Group Structure"  shall  have  the meaning given to such term in
          the Parent Agreement.

          "IMC"  or  "Operations" shall mean  IMC  Global  Operations  Inc.
          (formerly IMC  Fertilizer,  Inc.), a Delaware corporation and its
          successors.

          "IMC  Alternate" and "IMC Alternates"  shall  have  the  meanings
          given to such terms in Section 6.04 of the Partnership Agreement.

          "IMC Common  Shares" shall have the meaning given to such term in
          the Parent Agreement.

          "IMC  GPCo"  shall   mean   IMC-Agrico  GP  Company,  a  Delaware
          corporation.

          "IMC GPCo Liquidation" shall  have the meaning given to such term
          in the Parent Agreement.

          "IMC GPCo Liquidation Period" shall  have  the  meaning  given to
          that term in Article I of the Partnership Agreement.

          "IMC GPCo Plan of Liquidation" shall mean the Agreement and  Plan
          of  Complete  Liquidation  and  Dissolution among Operations, IMC
          GPCo and MPCo.

          "IMC Partner" shall, with respect  to  each  such Agreement, have
          the  meaning given to such term in the Parent Agreement  and  the
          Partnership Agreement, respectively.

          "IMC Plans"  shall have the meaning given to such term in Section
          9.06 of the Partnership Agreement.

          "IMC Representative"  and  "IMC  Representatives"  shall have the
          meanings  given to such terms in Section 6.04 of the  Partnership
          Agreement.

          "Initial  IMC  GPCo  Liquidating  Distribution"  shall  have  the
          meaning given  to  such term in the Partnership Agreement and the
          Parent Agreement.

          "Intervening Person"  of  either  Ultimate  Parent means a Person
          that  is  controlled  by such Ultimate Parent and  which  has  an
          ownership interest in either  the IMC Partner or the FRP Partner,
          as  the case may be, or in another  Intervening  Person  of  such
          Ultimate Parent.

          "Leased  IMC Employees" shall have the meaning given to such term
          in the Contribution Agreement.

          "Leasing Agreement"  shall have the meaning given to such term in
          the Contribution Agreement.

          "Lien" shall mean, with respect to any asset, and mortgage, lien,
          pledge, charge, security  interest, easement, right of way, title
          defect or encumbrance of any kind with respect to such asset.

          "Limestone  Cost  Sharing  Agreement"  shall  mean  that  certain
          Limestone Cost Sharing Agreement  dated as of July 1, 1993, among
          IMC, the Managing Partner and the Partnership.

          "Liquidating Partner" shall have the  meaning  given to such term
          in Section 12.02 of the Partnership Agreement.

          "Major  Decision" shall have the meaning given to  such  term  in
          Section 6.07 of the Partnership Agreement.

          "Managing  Partner"  shall  mean MPCo in its capacity as Managing
          Partner under the Partnership Agreement.

          "Marketing and Administrative  Services Agreement" shall have the
          meaning given to such term in the Contribution Agreement.

          "Material Asset Sale" shall mean the sale or other disposition of
          any asset of the Partnership other than in the ordinary course of
          business, if, as a result of such  sale, the aggregate Asset Sale
          Amount for all such sales other than  in  the  ordinary course of
          business consummated in the Fiscal Year of such sale would exceed
          the Base Sale Amount for such Fiscal Year.

          "Material  Breach"  shall  mean the occurrence of either  of  the
          following events" (i) a material  failure by the Managing Partner
          to  perform its duties or responsibilities  as  Managing  Partner
          under  this  Agreement  of  (ii)  the Bankruptcy of the Operating
          Partner or any of its direct or indirect parent entities.

          "Material Breach Event" shall mean either: (a) (i) the occurrence
          of a Material Breach referred to in  clause (i) of the definition
          of "Material Breach", (ii) the giving  of  written notice of such
          Material  Breach by the Non-Operating Partner  to  the  Operating
          Partner and (iii) the failure to cure such Material Breach during
          the Cure Period;

          (b) the occurrence  of  a  Material  Breach referred to in clause
          (ii) of the definition of "Material Breach" and, if such Material
          Breach results from a Bankruptcy referred to in clause (i) of the
          definition  of  "Bankruptcy", the continuance  of  such  Material
          Breach for sixty (60) days; or

          (c) the occurrence  of  an  event  that  would have constituted a
          Triggering  Event  but  for  the  proviso  in the  definition  of
          "Triggering Event."

          A "cure" of a Material Breach referred to in  clause  (i)  of the
          definition  of  "Material  Breach"  includes, without limitation,
          reimbursement  of  the  Partnership  for   any  costs,  expenses,
          liabilities, obligations, losses, damages or  penalties caused by
          such Material Breach.

          "Material  Facility" shall mean any facility of  the  Partnership
          having a book  value,  as  shown  on the latest quarterly balance
          sheet of the Partnership, in excess  of  five percent (5%) of the
          net property, plant and equipment of the Partnership, as shown on
          the  latest quarterly balance sheet of the  Partnership,  at  the
          time of such determination.

          "Material  Obligation"  shall  mean  any  liability or obligation
          (known  to  the  Managing Partner at the time  of  incurrence  or
          assumption)  incurred   or   assumed  by  or  on  behalf  of  the
          Partnership for Expansion and  other  than in the ordinary course
          of business in an aggregate amount, based on the knowledge of the
          Managing Partner at the time of such incurrence or assumption, in
          excess of the Base Obligation Amount in  effect  at the time such
          liability or obligation is incurred or assumed.

          "Material  Purchase and Cost Sharing Agreement" shall  mean  that
          certain Material  Purchase and Cost Sharing Agreement dated as of
          July 1, 1993 between IMC and the Partnership.

          "MP Benefit Plans"  shall  have the meaning given to such term in
          the Contribution Agreement.

          "MB Contribution Plans" shall have the meaning given to such term
          in the Contribution Agreement.

          "MB Pension Plans" shall have  the  meaning given to such term in
          the Contribution Agreement.

          "MPCo" shall mean IMC-Agrico MP, Inc., a Delaware corporation and
          its successors.
          "Negotiating Interval" shall have the  meaning given to such term
          in the Parent Agreement.

          "Negotiation period" shall have the meaning given to such term in
          Section 7.02(b) of the Partnership Agreement.

          "New  Partners"  shall have the meaning given  to  such  term  in
          Section 12.01 of the Partnership Agreement.

          "Non-Affiliated Unitholders"  means limited partners of FRP other
          than FTX and its Affiliates.

          "Non-Contributing Partner" shall  have  the meaning given to such
          term in Section 3.03 of the Partnership Agreement.

          "Non-Contributing Partner's Share" shall  have  the meaning given
          to such term in Section 3.03 of the Partnership Agreement.

          "Non-Defaulting  Partner"  shall have the meaning given  to  such
          term in Section 5.07(d) of the Partnership Agreement.

          "Non-Developing partner" shall  have  the  meaning  given to such
          term in Section 2.08(c) of the Partnership Agreement.

          "Non-Managing  Partner  shall  mean  any  Partner other than  the
          Managing Partner.

          "Non-Operating Partner" shall have the meaning given to such term
          in Section 2.06 of the Partnership Agreement.

          "Non-Presenting  Partner" shall have the meaning  given  to  such
          term in Section 2.08(b) of the Partnership Agreement.

          "Non-Qualifying  Income"   shall   mean  any  income  other  than
          Qualifying Income.

          "Non-Triggering Partner" means (i) if  the  IMC  Partner  is  the
          Triggering  Partner,  the FRP Partner and (ii) if the FRP Partner
          is the Triggering Partner, the IMC Partner (which, during the IMC
          GPCo Liquidation period,  shall  mean  both  Operations  and  IMC
          GPCo).

          "Non-Withdrawing  Partner"  shall  have the meaning given to such
          term in Section 12.01 of the Partnership Agreement.

          "No-Shop Period" shall have the meaning  given  to  such  term in
          Section 7.02(b) of the Partnership Agreement.

          "No-Shop  Interval" shall have the meaning given to such term  in
          Section 3.0(d) of the Parent Agreement.

          "Notice of  Intent  to Sell" shall have the meaning given to such
          term in Section 7.02(b) of the Partnership Agreement.

          "Notice of Intent to  Transfer"  shall  have the meaning given to
          such term in Section 3.0(d) of the Parent Agreement.

          "Notified Partner" shall have the meaning  given  to such term in
          Section 7.02(b) of the Partnership Agreement.

          "Notified  Person" shall have the meaning given to such  term  in
          Section 3.0(d) of the Parent Agreement.
          "Operating Partner"  shall have the meaning given to such term in
          Section 2.06 of the Partnership Agreement.

          "Operations" or "IMC"  shall  mean  IMC  Global  Operations  Inc.
          (formerly  IMC  Fertilizer, Inc.), a Delaware corporation and its
          successors.

          "Parent Agreement" shall mean the Parent Agreement among IMC, FRP
          and the Partnership,  as amended and restated as of May 26, 1995,
          and as thereafter amended,  modified or supplemented from time to
          time.

          "Partner" or "Partners" shall  have  the  meanings  given to such
          terms in Article I to the Partnership Agreement.

          "Partner  Loan"  shall  have  the  meaning given to such term  in
          Section 3.03 of the Partnership Agreement.

          "Partnership" shall mean IMC-Agrico  Company,  a Delaware general
          partnership formed pursuant to the Partnership Agreement.

          "Partnership  Agreement"  shall  mean  the Partnership  Agreement
          between Operations, IMC GPCo, FRP and the  Managing  Partner,  as
          amended  and  restated  as of July 1, 1993 and as further amended
          and  restated  as of May 26,  1995  and  as  thereafter  amended,
          modified or supplemented from time to time.

          "Partnership Interests"  shall mean all right, title and interest
          of a Partner in the Partnership,  including,  without limitation,
          its Current Interest and Capital Interest.

          "Partnership Units" shall have the meaning given  to such term in
          the Parent Agreement.

          "Partnership  Working  Capital  Facility" shall have the  meaning
          given  to  such  term  in  Section  3.02(b)  of  the  Partnership
          Agreement.

          "Permitted Liens" shall have the meaning  given  to  such term in
          the Contribution Agreement.

          "Person"  shall mean an individual, a partnership, a corporation,
          a trust, an unincorporated organization, a governmental authority
          and any other entity.

          "PhosChem"  shall  have the meaning given to such term in Section
          2.03 of the Partnership Agreement.

          "Phosphate  Chemicals   Business"  means  and  includes  (i)  the
          exploration  for,  and  the  acquisition,  leasing,  development,
          mining and disposition of, phosphate rock reserves, (ii) engaging
          in contract mining, tolling,  processing,  management  and  other
          activities  regarding the phosphate-related reserves, properties,
          facilities or  materials  of third parties, (iii) the processing,
          manufacture, purchase, exchange and sale of phosphate fertilizers
          and  other phosphate chemicals  (including,  without  limitation,
          monoammonium     phosphate,    diammonium    phosphate,    triple
          superphosphate and phosphoric acid) and related raw materials and
          by-products (including,  without limitation, the purchase and use
          of sulphur, but excluding  the  manufacture, production, exchange
          or sale of sulphur), (iv) the processing,  manufacture, purchase,
          exchange  and  sale  of  nitrogen chemicals (including  anhydrous
          ammonia and urea), (v) the extraction and recovery from phosphate
          rock  and  the exchange and  sale  of  uranium  oxide,  (vi)  the
          management and  operation  of agricultural, farming and livestock
          businesses as an incidental  activity  relating  to holding lands
          originally acquired or leased by the Partnership or  one  of  the
          Partners  as  phosphate  rock  reserves;  (vii)  the acquisition,
          construction,    ownership,   leasing,   operation,   management,
          alteration  and  disposition  of  real  property  (and  interests
          therein)   and  mining,   manufacturing,   mixing,   granulation,
          processing, refining, shipping and other equipment and facilities
          (including,   without   limitation,  motor  vehicles,  railroads,
          railcars,  pipelines,  storage  facilities,  ports  and  vessels)
          related to any of the foregoing,  (viii) developing, subdividing,
          construction  roads, sewers, utility,  water,  sewage  and  water
          treatment and other  facilities  on,  constructing  and  selling,
          leasing   or   managing   residential,   commercial   and   other
          improvements  on, and otherwise dealing with, reclaimed and other
          land originally  acquired  or  leased as phosphate rock reserves,
          and (ix) all other business and  activities related or incidental
          thereto.  Notwithstanding  the  foregoing,  "Phosphate  Chemicals
          Business" shall not include (i) the animal feeds business or (ii)
          the mixed fertilizer business.

          "PhosRock" shall have the meaning  given  to such term in Section
          2.03 of the Partnership Agreement.

          "Policy Committee" shall have the meaning given  to  such term in
          Section 6.04 of the Partnership Agreement.

          "Presenting Partner" shall have the meaning given to such term in
          Section 2.08(b) of the Partnership Agreement.

          "Prime Rate" shall mean the rate publicly announced from  time to
          time by Citibank, N.A.  in New York City as its prime rate.

          "Purchasing Partner" shall have the meaning given to such term in
          Section 7.04 of the Partnership Agreement.

          "Qualified Appraiser" shall mean an MIA appraiser which has  been
          appraising  property  in the county in which the real property to
          be valued is located for at least the preceding five (5) years.

          "Qualified Investment Banking  Firm"  shall  mean  in  investment
          banking firm of national and international reputation.

          "Qualifying  Income"  shall  have  the  same  meaning as the term
          "qualifying income" defined in Section 7704(d)  of  the  Code and
          any successor provision.

          "Real  Estate  Appraisal Procedure" shall mean the following:  If
          the  value of any  real  property  to  be  determined  under  the
          Partnership  Agreement cannot timely be established by agreement,
          then either the IMC Partner or the FRP Partner, by written notice
          to the other,  may  invoke  the process described below.  Each of
          the IMC Partner and the FRP Partner  shall  appoint its Qualified
          Appraiser  to  conduct an appropriate valuation  and  shall  give
          notice of such appointment  to  the  other  Non-Managing  Partner
          within  fifteen  (15)  days after delivery of the notice invoking
          such procedure.  If either  the  IMC  Partner  or the FRP Partner
          does not appoint its Qualified Appraiser within such fifteen (15)
          day  period,  the  valuation  made  by  the  Qualified  Appraiser
          appointed by the other Non-Managing Partner shall  be  conclusive
          and  binding  on the Partners.  If within thirty (30) days  after
          appointment  of   the   Qualified   Appraisers,   such  Qualified
          Appraisers are unable to agree upon an appropriate  valuation but
          the  higher  valuation  is  not  greater  than 110% of the  lower
          valuation,  then  the  valuation which shall be  binding  on  the
          Partners shall be the average  of the two (2) valuations given by
          the Qualified Appraisers.  If the  higher  valuation  is  greater
          than   110%  of  the  lower  valuation,  the  two  (2)  Qualified
          Appraisers  jointly  shall  appoint  a  third Qualified Appraiser
          within fifteen (15) days thereafter, or,  if  they  do not do so,
          either the IMC partner or the FRP Partner may request MIA, or any
          organization  successor  thereto, to appoint the third  Qualified
          Appraiser.  The decision of  the  third Qualified Appraiser shall
          be given within sixty (60) days after  its  appointment, shall be
          at  least  equal  to the lower valuation, shall  not  exceed  the
          higher valuation and shall be binding on the Partners.

          "Real  Estate  Development   Project"   shall  mean  any  project
          involving   the  developing,  subdividing,  construction   roads,
          sewers, utility,  water,  sewage  and  water  treatment and other
          facilities  on,  construction  and selling, leasing  or  managing
          residential, commercial and other  improvements on, and otherwise
          dealing with, the land of the Partnership.

          "Related Persons" shall have the meaning  given  to  such term in
          Section 8.01 of the Partnership Agreement.

          "Representatives"  shall have the meaning given to such  term  in
          Section 6.04 of the Partnership Agreement.

          "Residual Net Loss" for any period, means the excess of all items
          of expense over all items of income determined in accordance with
          the principles set forth  in  Section  4.02(c) of the Partnership
          Agreement, as computed and adjusted for  allocations  pursuant to
          Section 5.02 of the Partnership Agreement.

          "Retained  Environmental Liability" shall have the meaning  given
          to such term in Section 6.08 of the Partnership Agreement.

          "Retaining Partner"  shall have the meaning given to such term in
          Section 6.08 of the Partnership Agreement.

          "SEC" shall mean the Securities  and  Exchange  Commission of the
          United States of America or any successor agency.

          "Soliciting Partner" shall have the meaning given to such term in
          Section 7.02(b) of the Partnership Agreement.

          "Soliciting Person" shall have the meaning given  to such term in
          the Parent Agreement.

          "Special  Purpose  Partner"  shall  mean any IMC Partner  or  FRP
          Partner  (i)  the  principal business purpose  of  which  is  the
          ownership of its Partnership  Interests  in  the  Partnership and
          (ii)  in  respect  of  which  its  Partnership Interests  in  the
          Partnership constitute substantially all of its assets; provided,
          however, that (a) neither Operations  nor  FRP shall constitute a
          "Special Purpose Partner" unless Operations or FRP (x) acquires a
          Partnership Interest (or portion thereof) and  (y)  its ownership
          interest  in  all  of  its  other  business  assets or operations
          constitutes  a  less  than  5%  portion  of its total  assets  or
          operations,  and  (b)  each  of  IMC  GPCo  and  Agrico,  Limited
          Partnership,  as  constituted  as  of  May  26, 1995, would  have
          constituted  a  "Special  Purpose  Partner"  as  of   such  date.
          Notwithstanding  the  foregoing,  no entity that, as of the  date
          such entity would have become a Special  Purpose Partner pursuant
          to   the   foregoing   definition,  has  outstanding   securities
          registered under Section  12  of  the  Securities Exchange Act of
          1934,  as  amended  (or  any  similar or successor  provision  or
          statute), shall be a Special Purpose Partner.

          "Subject Interest" shall have the  meaning  given to such term in
          the Parent Agreement.

          "Subject Partnership Interest" shall have the  meaning  given  to
          such term in Section 7.02(b) of the Partnership Agreement.

          "Target  Cash" for any year means the aggregate amount of Current
          Interest Cash  that  would have been required for that year, when
          distributed in accordance  with  the  provisions of Sections 5.06
          and  5.07  of  the Partnership Agreement,  to  cause  the  ending
          balances in the  Partners' Capital Accounts, immediately prior to
          the allocations provided in Sections 5.01, 5.02(c) and 5.02(d) of
          the Partnership Agreement, to be in the same ratio as the Capital
          Interest percentages  for the following year.  The calculation of
          Target  Cash  is illustrated  by  the  formula  attached  to  the
          Partnership Agreement as Schedule X.

          "Tax Matters Partner"  shall  have the meaning given to such term
          in Section 10.06 of the Partnership Agreement.

          "Transaction   Agreements"   shall    mean    collectively,   the
          Contribution  Agreement,  the Partnership Agreement,  the  Parent
          Agreement and the Confidentiality Agreement.
          "Transaction Costs" shall mean, collectively, (i) all documentary
          stamp taxes, transfer taxes  excise taxes and other similar taxes
          imposed in connection with the  transactions  contemplated by the
          Transaction  Agreements  by  any  state  or  other  jurisdiction,
          including, without limitation, the State of Florida or  the State
          of Louisiana, (ii) severance costs relating to the termination of
          employment of FRP's, FTX's and IMC's operating personnel  to  the
          extent   such   termination   is  directly  attributable  to  the
          transactions contemplated by the  Transaction  Agreements,  (iii)
          severance  costs,  not  to  exceed  an  aggregate of $12,600,000,
          relating  to  the termination of FRP's and  FTX's  marketing  and
          administrative  personnel  to  the  extent  such  termination  is
          directly  attributable  to  the  transactions contemplated by the
          Transaction Agreements and (iv) severance costs, not to exceed an
          aggregate of $1,000,000, relating  to  the  termination  of IMC's
          marketing   and  administrative  personnel  to  the  extent  such
          termination  is   directly   attributable   to  the  transactions
          contemplated by the Transaction Agreements.

          "Transfer" shall have the meaning given to such  term  in Section
          7.02(a) of the Partnership Agreement.

          "Transfer Price" means (A) in the case of a sale resulting from a
          Triggering  Event  described  in  clauses  (ii)  or  (iv)  of the
          definition  thereof,  the  fair  market  value of the Partnership
          Interest that is the subject of such sale, as mutually determined
          by the IMC Partner and the FRP Partner or, if no such fair market
          value is agreed upon within thirty (30) days  of  the  receipt by
          the   Triggering   Partner   of   the   Exercise  Notice  by  the
          Non-Triggering Partner, by the Appraisal  Procedure;  (b)  in the
          case  of  a  sale  resulting from a Triggering Event described in
          clauses (i) or (iii)  of  the  definition  thereof,  (I)  if  the
          transaction giving rise to the Triggering Event involved the sale
          of all or a portion of the Partnership Interest of the Triggering
          Partner,  the  Equivalent  Sale Price and (II) if the transaction
          giving rise to the Triggering  Event was the sale of an ownership
          interest  in  the IMC Partner or the  FRP  Partner  or  a  Person
          controlling or  under  common control with the IMC Partner or the
          FRP  Partner,  the  fair  market   value  of  the  Non-Triggering
          Partner's Partnership Interest taking  into account the structure
          of the transaction which gave rise to the  Triggering  Event,  as
          mutually determined by the IMC Partner and the FRP Partner or, if
          no  such fair market value is agreed upon within thirty (30) days
          of the  receipt by the Triggering Partner of the Exercise Notice,
          by the Appraisal  Procedure;  and(C) in all other cases, the fair
          market value of the Partnership  Interest (or portion thereof) to
          be  sold  or transferred in accordance  with  the  terms  of  the
          Partnership  Agreement  as  determined by the mutual agreement of
          the Partners, or, if the Partners  fail  to  agree upon such fair
          market value within the time period set forth  in the Partnership
          Agreement, determined in accordance with the Appraisal Procedure.

          "Triggering Event" means any of the following events:  (i) at any
          time   that  the  IMC  Partner  is  the  Operating  Partner,  the
          occurrence  of  a transaction which, after giving effect thereto,
          results in the Ultimate  Parent  of  the  IMC Partner owning less
          than a 35% Beneficial Interest in the Partnership;

          (ii) at any time that the IMC Partner is the  Operating  Partner,
          the  occurrence  of  a  transaction  which,  after  giving effect
          thereto,  results  in  65%  or more of the issued and outstanding
          voting stock of the Ultimate  Parent  of  the  IMC  Partner being
          owned by an Affiliated Group;

          (iii) at any time that the FRP Partner is the Operating  Partner,
          the  occurrence  of  a  transaction which results in the Ultimate
          Parent of the FRP Partner  owning  less  than  a  35%  Beneficial
          Interest in the Partnership; or

          (iv)  at  any time that the FRP Partner is the Operating Partner,
          the occurrence  of  a transaction which results in 65% or more of
          the issued and outstanding  stock  of  the Ultimate Parent of the
          FRP Partner being owned by an Affiliated Group;

          provided that none of the circumstances  described in clauses (i)
          through  (iv)  above  arising out of the foreclosure  of  a  Lien
          covering the Partnership  Interest of the IMC Partner (or, during
          the IMC GPCo Liquidation Period,  Operations  or IMC GPCo) or the
          FRP Partner, the capital stock or partnership interests,  as  the
          case  may  be,  of  the  IMC  partner  (or,  during  the IMC GPCo
          Liquidation Period, Operations or IMC GPCo) or the FRP Partner of
          the  capital  stock  or  partnership interests of any Intervening
          Person shall constitute a "Triggering Event."

          "Triggering Event Notice"  shall  have  the meaning given to such
          term in Section 7.04 of the Partnership Agreement.

          "Triggering Event Partnership Value" means an amount equal to the
          purchase price paid to the Triggering Partner  by  the Purchasing
          Partner  in the transaction giving rise to the Triggering  Event,
          divided by  the portion of the Capital Interest of the Triggering
          Partner sold in such transaction.

          "Triggering Partner"  means (A) in the case of a Triggering Event
          described in clauses (i)  or  (ii) of the definition thereof, the
          IMC Partner and (B) in the case  of  a Triggering Event described
          in  clauses  (iii)  or (iv) or the definition  thereof,  the  FRP
          Partner.

          "Ultimate Parent" means  (i) with respect to the IMC Partner, (A)
          initially, Global, and (B)  if  at  any  time  a Triggering Event
          occurred without a Triggering Event Notice having been delivered,
          the Affiliated Group that acquired 65% or more of  the  stock  of
          Group  or  the Person that is then the Ultimate Parent of the IMC
          Partner and  (ii) with respect to the FRP Partner, (A) initially,
          FTX and (B) if  at  any  time  a  Triggering Event referred to in
          clause (iv) of the definition thereof shall have occurred without
          a Triggering Event Notice having been  delivered,  the Affiliated
          Group that acquired 65% or more of the stock of FTX or the Person
          that is then the Ultimate Parent of the FRP Partner.

          "Withdrawing Partner" shall have the meaning given to  such  term
          in Section 12.01 of the Partnership Agreement.

          "Working Capital Contribution Arrangement" shall have the meaning
          given  to  such  term  in  Section  3.02(b)  of  the  Partnership
          Agreement.