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                                                                    EXHIBIT 10.1

                         MEMBERSHIP PURCHASE AGREEMENT

THIS MEMBERSHIP PURCHASE AGREEMENT ("Agreement") is made and entered into as of
the _____ day of May, by and between KOCH AGRICULTURE COMPANY, a Nebraska
corporation formerly known as Koch Agriculture, Inc. ("Seller"), FISHER MILLS
INC., a Washington corporation ("Fisher Mills") and Fisher Companies Inc., a
Washington corporation ("Fisher Companies") (collectively, "Buyer").

                                   RECITALS

     A.   Seller and Fisher Mills are the sole members of Koch Fisher Mills
L.L.C., a Washington limited liability company (the "Company") pursuant to the
terms of that certain Limited Liability Company Operating Agreement of Koch
Fisher Mills L.L.C. dated July 17, 1996 (the "LLC Agreement").  The purpose of
the Company is to own, operate and sell the products produced by the flour mill
located in Blackfoot, Idaho, on the real property more particularly described on
Exhibit A attached to this Agreement (the "LLC Property").

     B.   Seller owns fifty percent (50%) of the Company Interest, and Fisher
Mills owns fifty percent (50%) of the Company Interest.  Seller and Buyer desire
to provide for and set forth the terms of Buyer's purchase of all of the Company
Interest held by Seller (the "Sale").

     C.   All capitalized terms used in this Agreement but not defined shall
have the meanings attributed to them in the LLC Agreement.

                                   AGREEMENT

1.   Purchase and Sale.

     1.1  Sale.  Subject to the terms set forth herein, Seller shall sell, and
          Fisher Mills as to forty-nine percent (49%) of the Company Interest,
          and Fisher Companies as to one percent (1%) of the Company Interest,
          shall purchase, for the consideration described herein, all of the
          Company Interest owned by Seller (the "LLC Interest").

     1.2  Purchase Price.  The purchase price payable for the LLC Interest (the
          "Purchase Price") is Eighteen Million Two Hundred Thousand Dollars
          ($18,200,000.00), plus Eight Hundred Thousand Dollars ($800,000.00) as
          Seller's share of the working capital account of the Company, which
          shall be deemed to be one-half of the balance of the working capital
          account as of May 31, 1999, and as of the Closing Date (defined
          below).

2.   Closing.

     2.1  Time and Place of Closing.  The closing ("Closing") shall be deemed to
          have occurred when Seller has transferred the LLC Interest to Buyer as
          evidenced by a duly executed Closing Certificate representing Seller's
          fifty percent (50%) interest

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          in the Company (the "Closing Certificate") in the form attached hereto
          as Exhibit B, and Buyer has paid the Purchase Price to Seller. The
          Closing shall occur on or before July 1, 1999, on a date mutually
          agreeable to Buyer and Seller (the "Closing Date"). On or before the
          Closing Date, Buyer shall have satisfied itself that all conditions
          precedent to its obligation to purchase the LLC Interest have been
          satisfied, or shall have provided to Seller written notice that Buyer
          has waived any such conditions that remain unsatisfied. The Closing
          shall occur in the offices of Graham & Dunn, 1420 Fifth Avenue, 33rd
          Floor, Seattle, Washington.

     2.2  Joint Obligations to Be Performed Prior to Closing.  Prior to Closing,
          Seller and the Company shall have executed the following agreements:

          (a)  Grain Storage Tank Usage Agreement, in substantially the form
               attached to this Agreement as Exhibit C (the "Tank Usage
               Agreement");

          (b)  Wheat Handling Agreement, in substantially the form attached to
               this Agreement as Exhibit D (the "Wheat Handling Agreement");

          (c)  Easement, License and Utility Agreement, in substantially the
               form attached to this Agreement as Exhibit E;

     2.3  Buyer's Closing Obligations.  In consideration for the LLC Interest,
          Buyer shall deliver the Purchase Price to Seller by wire transfer of
          immediately available funds as directed by Seller.

     2.4  Seller's Closing Obligations.  In consideration for the purchase of
          the LLC Interest, Seller:

          (a)  shall deliver to Buyer the Closing Certificate evidencing the
               transfer of the LLC Interest; and

          (b)  shall deliver to Buyer any and all books and records concerning
               the Company or the business and operations of the Company
               currently in Seller's possession; and

          (c)  Seller's Member Representative shall resign.

3.   Buyer's Obligation to Fund Working Capital Account.  Commencing June 1,
     1999, Buyer shall be responsible for funding one hundred percent (100%) of
     the working capital account of the Company.

4.   Seller's Continuing Obligations for Mill Construction Costs.  In connection
     with the construction of the conventional mill located on the LLC Property
     (the "Mill"), Seller and Buyer, in accordance with the terms of that
     certain Unanimous Written Consent Resolution of Members in Lieu of Special
     Meeting dated as of November 4, 1997, agreed to make equal capital
     contributions as necessary to pay the costs incurred by the Company

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     in the completion of the Mill. The Mill is substantially complete, and the
     contractor retained by the Company to design, construct and equip the Mill
     (the "Contractor") has prepared a punchlist dated ________________, which
     has been accepted by Buyer and Seller as all that is required for the Mill
     to meet remaining requirements of the contract for the design, construction
     and equipping of the Mill. The Company has funded a retainage for the
     payment of the remaining funds due to the Contractor upon final completion
     of all punchlist items. Seller hereby agrees that the funds held as
     retainage shall remain on deposit with the Company until Buyer and Seller
     are satisfied that the punchlist items have been completed, at which time
     Buyer is authorized to transfer such funds to the Contractor. If, for any
     reason, the cost of completing items on the punchlist, for which the
     Company is obligated to pay the contractor, exceeds the amount held as
     retainage, then Seller shall, within five (5) days following written demand
     therefor from Buyer (including evidence of the full additional amount
     payable by the Company), remit to Buyer for payment to Buyer or the
     Contractor its one-half share of such additional amount. The obligation of
     Seller to pay its one-half share of all costs incurred for the construction
     of the Mill shall survive the Closing of the transaction contemplated by
     this Agreement for a period of three (3) months after which time all
     obligations of Seller regarding the Mill shall cease.

5.   Representations.

     5.1  Seller's Representations.  Seller represents and warrants to Buyer
          that:

          (a)  Organization, Good Standing, and Power of Seller.  Seller is a
               corporation duly organized, validly existing, and in good
               standing under the laws of its state of incorporation, with all
               requisite corporate power and authority to carry on its business.
               Seller is duly qualified or licensed and in good standing to do
               business in the respective jurisdictions in which such
               qualification or licensing is necessary. Seller has all requisite
               corporate power and authority to enter into this Agreement and to
               consummate the transactions contemplated hereby.

          (b)  Authority Relative to this Agreement.  The execution and delivery
               of this Agreement and the consummation of the transactions
               contemplated hereby have been duly and validly authorized by the
               Board of Directors of Seller and no other corporate proceedings
               are necessary to authorize this Agreement or to complete the
               transactions so contemplated. This Agreement has been duly and
               validly executed and delivered by Seller and constitutes a valid
               and binding agreement of Seller, enforceable against Seller in
               accordance with its terms.

          (c)  Consents and Approvals: No Violations.  No filing with, and no
               permit, consent, authorization, or approval of any public body or
               authority is necessary for the completion by Seller of the
               transactions contemplated by this Agreement. Neither the
               execution and delivery of this Agreement nor the completion by
               Seller of the transactions contemplated hereby nor

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               compliance by Seller with any of the provisions hereof will (i)
               conflict with or result in any breach of any provision of the
               Articles of Incorporation or Bylaws of Seller; (ii) result in a
               violation or breach of, or constitute a default under, any
               agreement or other instrument or obligation to which Seller is a
               party; or (iii) violate any order, writ, injunction, decree,
               statute, rule, or regulation applicable to Seller.

          (d)  Title to LLC Interest.  Seller owns the LLC Interest free and
               clear of any liens or claims of any kind whatsoever and after
               transfer of the LLC Interest pursuant to the terms of this
               Agreement, Buyer will hold good and valid title to the LLC
               Interest, free of any restrictions, liens, claims and
               encumbrances of any nature.

     5.2  Buyer Representations.  Buyer represents and warrants to Seller that:

          (a)  Organization, Good Standing, and Power of Buyer.  Buyer is a
               corporation duly organized, validly existing, and in good
               standing under the laws of its state of incorporation, with all
               requisite corporate power and authority to carry on its business.
               Buyer is duly qualified or licensed and in good standing to do
               business in the respective jurisdictions in which such
               qualification or licensing is necessary. Buyer has all requisite
               corporate power and authority to enter into this Agreement and to
               consummate the transactions contemplated hereby.

          (b)  Authority Relative to this Agreement.  The execution and delivery
               of this Agreement and the consummation of the transactions
               contemplated hereby have been duly and validly authorized by the
               Board of Directors of Buyer and no other corporate proceedings
               are necessary to authorize this Agreement or to complete the
               transactions so contemplated. This Agreement has been duly and
               validly executed and delivered by Buyer and constitutes a valid
               and binding agreement of Buyer, enforceable against Buyer in
               accordance with its terms.

          (c)  Consents and Approvals: No Violations.  No filing with, and no
               permit, consent, authorization, or approval of any public body or
               authority is necessary for the completion by Buyer of the
               transactions contemplated by this Agreement. Neither the
               execution and delivery of this Agreement nor the completion by
               Buyer of the transactions contemplated hereby nor compliance by
               Buyer with any of the provisions hereof will (i) conflict with or
               result in any breach of any provision of the Articles of
               Incorporation or Bylaws of Buyer; (ii) result in a violation or
               breach of, or constitute a default under, any agreement or other
               instrument or obligation to which Buyer is a party; or (iii)
               violate any order, writ, injunction, decree, statute, rule, or
               regulation applicable to Buyer.

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6.   Indemnification.

     6.1  By Seller.

          (a)  Seller hereby agrees to defend and indemnify Buyer and to hold
               Buyer harmless against and in respect of any and all losses,
               damages, costs and expenses, including attorneys' fees incurred
               by Buyer by reason of a breach of any of the representations,
               warranties, covenants or agreements made by Seller in this
               Agreement, in any other instrument or agreement related hereto or
               executed in connection herewith, or in any written statement or
               certificate delivered to Buyer or any agent of Buyer in
               connection with this Agreement or the transactions contemplated
               hereby; or as a result of Seller's noncompliance, before or after
               Closing, with any tax or other law that creates any liability for
               the Company or Buyer; and

          (b)  Seller further agrees to defend and indemnify Buyer and to hold
               Buyer harmless against and in respect of any and all claims,
               losses, damages, costs and expenses, including attorneys' fees,
               arising out of the operation of Company prior to the Closing
               Date, but only to the extent of fifty percent (50%) of such
               claims, losses, damages, costs and expenses.

     6.2  By Buyer.  Buyer hereby agrees to defend and indemnity Seller and to
          hold Seller harmless against and in respect of any and all losses,
          damages, costs and expenses, including attorneys' fees incurred by
          Seller by reason of a breach of any of the representations,
          warranties, covenants or agreements made by Buyer in this Agreement,
          in any other instrument or agreement related hereto or executed in
          connection herewith, or in any written statement or certificate
          delivered to Seller or any agent of Seller in connection with this
          Agreement or the transactions contemplated hereby.

     6.3  Not Exclusive Remedy.  The rights and remedies conferred in this
          Section 6 are not intended to be the exclusive remedy available for
          breach of this Agreement, now or hereafter, at law or in equity or
          otherwise.

     6.4  Dispute Resolution.  In the event of a dispute between the parties,
          either party may demand arbitration in accordance with the following
          procedure: The party demanding arbitration shall give written notice
          indicating its demand to the other party. Within fifteen (15) days
          after the other party's receipt of such notice, the parties shall
          select one neutral arbitrator in accordance with the Commercial Rules
          of the American Arbitration Association. If the parties are unable to
          agree on an arbitrator within such 15-day period, then either party
          may request that the presiding judge of the King County, Washington
          Superior Court appoint an arbitrator. The arbitration shall be
          conducted in accordance with Title 9 of the U.S. Code (United States
          Arbitration Act) and the Commercial Rules of the American Arbitration
          Association. Except as provided in the following sentence, the
          arbitrator shall have the authority to award any remedy or relief that
          a court of

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          the State of Washington could order or grant. The arbitrator shall,
          however, have no authority to award punitive damages or any other
          damages not measured by the prevailing party's actual damages, and may
          not, in any event, make any ruling, finding or award that does not
          conform to the terms and conditions of this Agreement. The award of
          the arbitrator shall be accompanied by a reasoned written opinion and,
          upon the request of either party, shall include findings of fact and
          conclusions of law. The award of the arbitrator shall be final and
          binding on the parties, and may be entered in any court having
          jurisdiction thereof. The arbitration shall be held in Seattle,
          Washington, or at such other place as may be selected by the parties
          by mutual agreement. All fees and expenses of the arbitration shall be
          borne by the parties equally, and each party shall each bear the
          expenses of its own counsel, experts, witnesses and preparation and
          presentation of proofs to the arbitrator.

7.   Conditions to Closing.  The obligations of Buyer and Seller to close the
     transaction contemplated by this Agreement are subject to the fulfillment,
     at or before Closing, of each of the following conditions (all or any of
     which may be waived in whole or in part by Buyer, in its sole discretion):

     7.1  Exhibits.  The satisfaction of the joint obligations of the parties to
          complete the exhibits to this Agreement, as set forth in Section 2.2
          above.

     7.2  Regulatory Consents and Approvals.  All consents, approvals and
          actions of, filings with and notices to any governmental or regulatory
          authority necessary to permit Buyer and Seller to perform their
          respective obligations under this Agreement and to consummate the
          transaction contemplated hereby, including, without limitation,
          approval under the Hart Scott Rodino Act (the "HSR Act"), shall have
          been duly obtained, made or given without conditions materially
          adverse to Buyer and shall be in full force and effect, and all
          terminations or expirations of waiting periods imposed by any
          governmental or regulatory authority necessary for the consummation of
          the transactions contemplated by this Agreement, including under the
          HSR Act, shall have occurred.

     7.3  Public Announcements.  Buyer and Seller will cooperate and seek the
          prior approval of the other party of any press release relating to the
          existence of this Agreement or to the transactions contemplated
          hereby.

8.   Miscellaneous.

     8.1  Notice.  Any notice required or permitted hereunder shall be given in
          writing either by personal delivery, facsimile, overnight courier or
          mail at the addresses indicated below, or to such other party or
          address a party hereto may direct in writing to the other party. The
          date upon which any such notice is so personally delivered, the date
          that confirmation of facsimile transmission is received, one business
          day following deposit with a recognized overnight courier service, or
          if

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          mailed, the date upon which it is received by the addressee, shall be
          deemed to be the effective date of such notice.

               To Seller:              Koch Agriculture Company
                                       4111 East 37th Street North
                                       Wichita, Kansas  67220
                                       Attention:  Daniel M. Kilby
                                       Facsimile No.: (316) 828-4120

                   with a copy to:     Koch Agriculture Company
                                       4111 East 37th Street North
                                       Wichita, Kansas  67220
                                       Attention:  Allan Caldwell
                                       Facsimile No.: (316) 828-4120

               To Buyer:               Fisher Mills Inc.
                                       3235 - 16th Ave SW
                                       Seattle, Washington  98109
                                       Attention: Bryce Seidl
                                       Facsimile No.: (206) 505-7225

                                       Fisher Companies Inc.
                                       600 University Street, Suite 1525
                                       Seattle, Washington  98101
                                       Attention:  William W. Krippaehne, Jr.
                                       Facsimile No.: (206) 224-6765

                   with a copy to:     Graham & Dunn, P.C.
                                       1420 Fifth Avenue, 33rd Floor
                                       Seattle, Washington  98101
                                       Attention:  Jack G. Strother
                                       Facsimile No.: (206) 340-9599

     8.2  Specific Performance.  The parties hereto will be irreparably damaged
          in the event that this Agreement is not specifically enforced. If any
          party hereto so required under this Agreement fails to comply with the
          provisions, then, in such event, the other party hereto may institute
          and maintain a proceeding to compel the specific performance of this
          Agreement. Such remedy shall, however, be cumulative and not
          exclusive, and shall be in addition to any other remedy at law or in
          equity which any party may have.

     8.3  Binding Effect.  This Agreement shall be binding upon and inure to the
          benefit of the successors and assigns of the parties hereto.

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

     8.5  Modifications.  This Agreement contains the entire agreement between
          the parties hereto relating to the subject matter hereof and may be
          modified or amended only by written agreement of the parties hereto.

     8.6  Severability.  Invalidation of any one of the provisions of this
          Agreement for any reason shall in no way affect any other provision
          hereof, and all such other provisions shall remain in full force and
          effect.

     8.7  Further Acts.  Each party agrees to perform any further acts and to
          execute and deliver any documents which may be reasonably necessary to
          carry out the provisions hereof.

     8.8  Applicable Law.  This Agreement and its validity, construction, and
          performance shall be governed by the laws of the State of Washington.

     8.9  Headings. The headings used in this Agreement are intended solely
          for the convenience of the parties and shall have no effect on the
          interpretation of its terms.

EXECUTED as of the day and year first above written.

                                       SELLER:

                                       KOCH AGRICULTURE COMPANY,
                                       a Nebraska corporation


                                       By:  /s/ Daniel M. Kilby
                                            -----------------------
                                            Its:  Vice President
                                                  -----------------


                                       BUYER:

                                       FISHER MILLS INC.,
                                       a Washington corporation


                                       By:  /s/ R. Bryce Seidl
                                            -----------------------
                                            Its:  President and CEO
                                                  -----------------

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                                       FISHER COMPANIES INC.,
                                       a Washington corporation


                                       By:  /s/ William W. Krippaehne, Jr.
                                            ------------------------------
                                            Its:  President and CEO
                                                  ------------------------

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                             EXHIBITS NOT INCLUDED

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