Exhibit 10.10



                        IMC/FSC AGREEMENT

                   Dated as of March 29, 2002

                          by and among

                         IMC Global Inc.

                     IMC Phosphates Company

         Phosphate Resource Partners Limited Partnership

                     IMC Phosphates MP, Inc.

                  Freeport-McMoRan Sulphur LLC

                      McMoRan Oil & Gas LLC

                               and

                     McMoRan Exploration Co.

                        IMC/FSC AGREEMENT


     THIS  IMC/FSC AGREEMENT (the "Agreement"), dated as of March
29, 2002, is by and among IMC Global Inc., a Delaware corporation
("IMC"),  Phosphate  Resource  Partners  Limited  Partnership,  a
Delaware limited partnership ("PLP"), IMC Phosphates MP, Inc.,  a
Delaware corporation ("MP"), IMC Phosphates Company (formerly IMC-
Agrico  Company),  a  Delaware  partnership  ("Phosphates"   and,
together  with  IMC,  PLP, and MP, the "IMC Parties"),  Freeport-
McMoRan   Sulphur  LLC,  a  Delaware  limited  liability  company
("FSC"),  McMoRan  Oil  & Gas LLC, a Delaware  limited  liability
company   ("MOXY"),  and  McMoRan  Exploration  Co.,  a  Delaware
corporation  and sole member of each of FSC and MOXY ("MMR"  and,
together  with  FSC  and MOXY, the "Freeport  Parties").   Unless
otherwise  defined  herein, capitalized terms in  this  Agreement
shall  have  the  meanings  ascribed  to  them  in  the  Purchase
Agreement  (as  defined below).  As used in this  Agreement,  the
term  "party" collectively refers to the IMC Parties, on the  one
hand,  or the Freeport Parties, on the other hand, as the context
suggests.

                      W I T N E S S E T H:

     WHEREAS,  FSC desires to sell certain assets and contractual
rights  and  transfer  certain  rights  related  to  its  sulphur
terminaling,  handling, transporting and storage operations  (the
"Business");

     WHEREAS, IMC and Savage Industries Inc. ("Savage")  will  be
owners  of  a  joint venture entity, Gulf Sulphur Services  Ltd.,
LLP,  a  Texas  limited  liability partnership  ("Buyer"),  which
proposes  to  acquire  from FSC certain  assets  of,  and  assume
certain liabilities relating to, the Business;

     WHEREAS,  on the date hereof, FSC, MMR, MOXY and Buyer  have
entered  into  a  Purchase  and  Sale  Agreement  (the  "Purchase
Agreement")  for  the  purpose  of  attaining  the  mutual  goals
expressed above;

     WHEREAS, in connection with the foregoing transactions,  the
IMC  Parties  desire to (1) terminate the Agreement  for  Sulphur
Supply  dated  as  of July 1, 1993 between FSC  (as  assignee  of
Freeport-McMoRan Resource Partners, Limited Partnership  and  IMC
Fertilizer Inc.) and Phosphates (the "Sulphur Supply Agreement");
(2)  settle  certain  litigation presently pending  in  the  19th
Judicial District Court for the Parish of East Baton Rouge, State
of  Louisiana, bearing the caption "Freeport-McMoRan Sulphur  LLC
v.  IMC-Agrico  Company," Docket No. 462776 (the Honorable  Judge
Caldwell presiding), and before the First Circuit Court of Appeal
for the State of Louisiana, bearing the caption "Freeport-McMoRan
Sulphur,   LLC,   Petitioner-Appellee  v.  IMC  Agrico   Company,
Defendant-Appellant," Docket No. 2002-CA-0322 (collectively,  the
"Litigation"); and (3) establish direct contractual relationships
with  sulphur producers for the sulphur that FSC has historically
supplied; and

     WHEREAS, in connection with the foregoing transactions,  the
Freeport  Parties  desire  to (1) terminate  the  Sulphur  Supply
Agreement  with Phosphates, (2) settle the Litigation,  (3)  exit
its   sulphur  business,  and  (4)  guarantee  the  payment   and
performance of certain Freeport Parties;

     NOW,  THEREFORE,  in  consideration of the  representations,
warranties,  covenants  and  agreements  herein  contained,   the
parties agree as follows:

     1.   Conveyances, Assignments, Assumptions and Payments.  Upon
the terms and subject to the conditions set forth in this
Agreement, at the Closing:

     1.1  Purchase and Sale of Sulphur Inventories.  FSC shall convey,
assign, transfer and deliver to Phosphates, and Phosphates  shall
acquire  and  accept from FSC and submit payment  for,  free  and
clear  of  all  Liens, with title and risk of  loss  to  pass  to
Phosphates at the Closing, except that title and risk of loss for
Sulphur  Inventories  in  transit shall  remain  with  FSC  until
delivered  into  the  terminal, all  commercially  usable  liquid
sulphur  inventories  meeting  the specifications  set  forth  on
Exhibit  A  owned by FSC, other than certain sulphur  in  transit
that  will become the property of Exxon Mobil on delivery,  based
on  a  physical inventory verifiable by Phosphates (the  "Sulphur
Inventories"), with title and risk of loss to pass to  Phosphates
at  the  Closing, except that title and risk of loss for  Sulphur
Inventories in transit shall remain with FSC until delivered into
the  terminal, on the pricing terms described on Exhibit  B  (the
aggregate of the amounts to be paid by Phosphates for the Sulphur
Inventories  as  determined pursuant  to  this  Section  1.1  and
Exhibit  B, the "Sulphur Purchase Price").  Phosphates shall  not
be  required to take delivery of, or pay for, any of the  Sulphur
Inventories  that  do not meet the specifications  set  forth  in
Exhibit A.

1.2  Assumption and Assignment of Sulphur Supply and Sulphur
Sales Agreements.  FSC shall assign, and Phosphates or its
Affiliate shall assume, FSC's rights and obligations under the
sulphur supply and sulphur sales agreements set forth on Exhibit
C, in respect only of rights and obligations arising under such
agreements on and after the Closing Date and subject to receipt
of any required consents as noted on Exhibit C (the "Assigned
Contracts").

     1.3   SubleaseRailcar Equipment Rental Contract.  FSC  shall
subleaseenter into an equipment rental contract with IMC  or  its
Affiliates in respect of the railcars described on Exhibit D,  as
may  be updated by the parties prior to Closing, on the terms and
conditions described on Exhibit G.

     1.4  Books and Records Related to Assigned Contracts.  FSC shall
convey to IMC or its designated Affiliate all of FSC's books  and
records  (including records in computer format and all  indicies)
located  at  1615 Poydras Street, New Orleans, Louisiana  and  at
FSC's  Port  Sulphur  Terminal or elsewhere (to  the  extent  any
exist),  to  the  extent related to the Assigned  Contracts  (the
"Sulphur  Books  and  Records").  FSC may, at  its  own  expense,
returnmake copies of any such books and records conveyed  to  IMC
or its designated Affiliate.  IMC acknowledges that it may not be
possible  to  segregate  certain records  from  MMR's  and  FSC's
records  but  that copies of the information set  forth  in  such
records will be providedor made available to IMC at IMC's request
at no cost or expense to IMC.

     1.5  Assumption of Specified Liabilities and Obligations.

          (a)  Except as provided in the next sentence, the Freeport
Parties will, effective as of Closing with no further act or deed
required,   assume  and  shall  indemnifyjointly  and   severally
indemnify, protect, defend and hold harmless the IMC Parties with
respect  to  the IMC Parties' share of all:  (1) obligations  for
the plugging, abandonment, dismantling, or reclamation of oil and
gas  wells  and  related  or associated  properties  used  in  or
associated with the FTX Oil and Gas Business (as defined  below);
(2)  liabilities for matters arising under Environmental Laws and
related  to or associated with the FTX Oil and Gas Business;  (3)
non-environmental  liabilities  or  obligations  arising  out  of
operation  of  the  FTX Oil and Gas Business, including  but  not
limited  to  liability for royalty payments or other compensation
to  interest holders; and (4) all claims which exist or may arise
relating   to  the  Main  Pass  Mine  in  the  Gulf   of   Mexico
(collectively, the "Assumed Liabilities").  The Freeport  Parties
shall  provide  the IMC Parties with such specific  documents  of
assumption  in  connection  with the assumption  of  the  Assumed
Liabilities  as  the  IMC  Parties may reasonably  require.   The
assumption in this Section 1.5 shall exclude: (i) any obligations
and  liabilities related to the items listed on Exhibit E as  may
be  updated as agreed between the parties prior to Closing,  (ii)
any  matter related to the Freeport-McMoRan Royalty Trust or  the
properties  affected thereby, (iii) any matter  relating  to  any
claim  asserted  in writing against IMC after  the  date  of  the
FTX/IMC  Merger (as defined below) and prior to the Closing  Date
involvingfor  monetary damages of more than $5,000 which  at  the
time of assertion should have been recorded as a liability of IMC
under  generally  accepted accounting principles,  and  (iv)  any
matters  arising  from  remediation  activities  conducted  under
Environmental Laws applicable to the FTX Oil and Gas Business  by
or  on  behalf of IMC after the FTX/IMC Merger and prior  to  the
Closing  Date.   "FTX  Oil  and Gas Business"  shall  mean  those
activities  related  to the exploration for, and  extraction  and
processing  of,  oil  and  natural gas  that  were  conducted  by
Freeport-McMoRan Inc. or oneany of its predecessors or affiliated
entities  prior  to  1997, including, without limitation  to  the
foregoing,   the   Exploration  Program  referred   to   in   the
1997;settlement agreement dated as of November  9,  1999  by  and
among  IMC,  MOXY and others (the "MOXY Drilling  Program");  and
liabilities and obligations which were transferred to IMC in  the
December  1997 merger between Freeport-McMoRan Inc. and IMC  (the
"FTX/IMC Merger").

(a)  In connection with the above described assumption and
indemnity obligations, IMC will quitclaim to MMR or its designee
any rights (other than in respect of the items listed on Exhibit
E) IMC has associated with all oil and gas leases, royalties, and
mineral interests acquired in the FTX/IMC Merger, including the
provision to MMR or its designee of specific quitclaim deeds as
may be requested in the future by MMR; IMC will also convey to
MMR or its designee all rights (other than in respect of the
items listed on Exhibit E) against third parties related to any
oil and gas interests assigned and any rights (other than in
respect of the items listed on Exhibit E) against third parties
related to any matter as to whichMMR, MOXY or FSC assumesthe
Freeport Parties assume IMC's obligations; and IMC will also
assign to MMR or its designee its rights related to
indemnification agreements, insurance coverage, other cost
sharing agreements, surety bonds, deposits, permits, approvals
for all oil and gas properties for which MMR has assumed the
liabilities pursuant to this Section 1.5.

(b)  Freeport Parties Assumption.  Each of the Freeport Parties
shall jointly and severally assume each of the obligations of FSC
under  this  Agreement  as  if such obligation  were  the  direct
obligation of that Freeport Party.  1.5 other than in respect  of
the items listed on Exhibit E.

     2.   IMC Payment.  At the Closing, IMC will pay to FSC the sum of
$6,000,000 (six million dollars); provided that such amount shall
be  reduced by $1,000,000 (one million dollars) if IMC  does  not
receive  the  Charitable  Research  &  Engineering  Releases  (as
defined  in  Section  6)  prior to or at the  Closing  (the  "IMC
Payment").

     3.   Closing.

     3.1   Closing.  The closing of the transactions contemplated
hereby  (the  "Closing") shall be interdependent and simultaneous
with,  and  conditioned upon, the consummation of the Asset  Sale
under  the Purchase Agreement and shall take place at the offices
of  Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P.
in  New Orleans, Louisiana commencing at 10:00 a.m. local time on
May  31, 2002 (or on such earlier date as the parties may  agree)
(the  "Closing  Date"), provided that all of the  conditions  set
forth  in  Section 7 have been satisfied or waived by  the  party
entitled to grant such waiver.

     3.2  Closing Statement.

      (a)  Not less than two days nor more than seven days prior to the
Closing Date, FSC and IMC shall jointly compute and agree upon an
estimated  allocation  of  the cash  disbursements  and  receipts
between  the  parties  and  prepare  a  written  report  of  this
computation  (the  "Closing Statement").  The  Closing  Statement
shall be subject to further adjustment and final determination on
the  basis of the Subsequent Closing Adjustment as set  forth  in
Section 3.3 below.

     (b)  The Closing Statement shall include estimates of the
following items as of the Closing Date:

          (i)  The Sulphur Purchase Price to be paid to FSC pursuant to
Section  1.1  based  on  the  Sulphur Inventories  Statement  (as
defined  below), except for Sulphur Inventories  to  which  title
does not pass to Phosphates on Closing.

          (ii) The IMC Payment.

          (iii) Amounts owed to FSC based on an accrual basis of
accounting  (accrued  through the Closing  Date)  FSC  under  the
Sulphur  Supply Agreement calculated in accordance  with  Section
6.5 hereof and for the transportation of sulphur.

          (iv) Amounts owed to IMC with respect to reimbursement for
retiree medical benefits as referenced in Section 9.1.

          (c)  Not less than three days nor more than seven days prior to
the  Closing  Date, FSC and IMC shall jointly prepare  and  agree
upon  an inventory of the amount and location(s) of the projected
Sulphur   Inventories  as  of  the  Closing  Date  (the  "Sulphur
Inventories Statement"), and FSC shall allow IMC, its  Affiliates
and agents all access and resources required by IMC to verify the
information contained in the Sulphur Inventories Statement.

          (d)  Not less than three days nor more than seven days prior to
the  Closing  Date, FSC shall supply IMC with a schedule  of  the
trade  and other creditors with respect to the Assigned Contracts
that  FSC  proposes to pay from the monies due from  IMC  at  the
Closing, including the amount owing to each creditor based on the
accrual  basis of accounting (the "Closing Creditor List").   FSC
IMC  shall  provide for payment to such creditors at the  Closing
and  the  amount  of  such payments shall be  deducted  from  the
payment  to  be made by the IMC Parties to FSC on  Closing.   IMC
shall provide evidence of payment to FSC.

          (e)  For the avoidance of doubt, all payments made by the IMC
Parties into a segregated interest bearing account in respect  of
the  Sulphur  Supply  Agreement are for the account  of  the  IMC
Parties  only  and shall not be taken into consideration  in  the
computation of the Closing Statement.

     3.3  Subsequent Closing Adjustment.

          (a)  Promptly upon consummation of the Closing, the parties shall
undertake an analysis of the Closing Adjustment to determine  its
accuracy  and, within 20 days after the Closing Date, attempt  to
agree  on  a written statement setting forth any changes  in  the
Closing Statement (the "Subsequent Closing Adjustment").  The IMC
Parties  and  the Freeport Parties shall afford one  another  and
their   respective  representatives  reasonable  access  to   the
necessary  books,  records  and  personnel  for  the  purpose  of
determining  the Subsequent Closing Adjustment.  If  the  parties
are  unable to agree on the Subsequent Closing Adjustment, either
party may submit any objections that are not resolved between the
IMC  Parties and the Freeport Parties to an Independent  Auditor.
Such   Independent  Auditor  shall  make  its   own   independent
determination  regarding such objections within 30  days  of  the
date the objections are first submitted for arbitration, and such
determination shall be final, non-appealable and binding upon the
parties.  The  fees of the Independent Auditor shall  be  divided
equally between FSC and IMC.

          (b)  To the extent that the Subsequent Closing Adjustment shows
that  either party owes additional amounts, the owing party shall
pay  such  amounts  to  the other party by wire  transfer  to  an
account  designated in writing by the other party within 10  days
after resolution of the Subsequent Closing Adjustment.

     3.4  Deliveries at Closing.  At the Closing:

          (a)  The Freeport Parties shall deliver, or cause to be delivered
to  the IMC Parties (including constructive receipt of identified
books and records), the following:

               (i)  such bills of sale, assignments, releases, consents to
assignments   and   other  instruments   of   sale,   conveyance,
assignment,  assumption  and transfer satisfactory  in  form  and
substance to IMC and FSC as may reasonably be required  in  order
to convey to IMC all of FSC's right, title and interest in and to
the  Sulphur Inventories and the Assigned Contracts or  otherwise
to effect any transaction contemplated hereby;

               (ii) a release from FM Services Companythe FM Services Release
and  the FCX Representation (as such terms are defined in Section
6.7) in form and substance reasonably satisfactory to IMC;

               (iii)     the Charitable Research and Engineering Releases which
have  been  obtained  by the Closing Date in form  and  substance
reasonably satisfactory to IMC;

               (iv) the Sulphur Books and Records;

               (v)  opinions of counsel for the Freeport Parties opining as to
corporate  or  company  status, due authorization,  validity  and
binding effect of the Agreement and the related documents  to  be
delivered by the Freeport Parties and such other matters  as  the
IMC Parties may reasonably request;

               (vi) consents from the senior lenders and, if required, other
major creditors of the Freeport Parties;

               (vii)     an updated Closing Creditor List;

               (viii)    evidence in a form satisfactory to the IMC Parties from
each  trade creditor of FSC applicable to the Sulphur Inventories
or  the  Assigned Contracts owed in excess of $100,000 of payment
in full of amounts outstanding from FSC to such creditor; and

(ix) such other documents and instruments as shall be reasonably
necessary to effect the transactions contemplated hereby.
          (b)  The IMC Parties shall deliver, or cause to be delivered to
the   Freeport  Parties  (including  constructive   delivery   of
identified books and records), the following:

               (i)  payment of the amounts due to FSC as set forth in the
Closing Statement, less all amounts to be paid direct by the  IMC
Parties  to  creditors  of FSC, by wire transfer  of  immediately
available  funds to an account designated in writing by  FSC  not
less than one (1) Business Day prior to the Closing;

               (ii) documents necessary to transfer the Assumed Liabilities to
FSC;

               (iii)     opinions of counsel for the IMC Parties opining as to
corporate or partnership status, due authorization, validity  and
binding effect of the agreement and the related documents  to  be
delivered  by  the  IMC  Parties and such other  matters  as  the
Freeport Parties may reasonably request; and

               (iv) such other documents and instruments as shall be reasonably
necessary to effect the transactions contemplated hereby.

          (c)  The IMC Parties andParties and the Freeport Parties will
execute a Compromise and Settlement Agreementsubstantially in the
form of Exhibit F;

          (d)  FSC and IMC will execute the railcar subleasesequipment
rental agreement as contemplated in Section 1.3;

          (e)  The IMC Parties and the Freeport Parties shall each provide
to the other, or procure the provision to the other of, such
proof of satisfaction of the conditions set forth in Section 6 as
the party whose obligations are conditioned upon such
satisfaction may reasonably request; and

         (f)  The IMC Parties and the Freeport Parties shall each provide
to  the other the certificates, agreements and documents required
by  this  Agreement and take such other action as is required  to
consummate the transactions contemplated hereby.

     4.   Representations and Warranties of the Freeport Parties.  The
Freeport Parties jointly and severally represent and warrant to
the IMC Parties, on and as of the date of this Agreement and on
and as of the Closing Date, as follows:

     4.1  Organization.

          (a)  FSC is a limited liability company duly organized, validly
existing  and  in good standing under the laws of  the  state  of
Delaware and has the full power and authority to enter into  this
Agreement  and  to perform its obligations hereunder,  including,
without  limitation, its indemnification obligations pursuant  to
Section  8 hereof.  FSC has full power and authority to  own  its
properties and assets and to carry on its business as it  is  now
being  conducted.   FSC  is  duly qualified  or  licensed  to  do
business  as a foreign limited liability company in good standing
in  the  jurisdictions in which the ownership of its property  or
the conduct of its business requires such qualification.

          (b)  MMR is a corporation duly incorporated, validly existing and
in  good standing under the laws of the state of Delaware and has
the full power and authority to enter into this Agreement and  to
perform its obligations hereunder, including, without limitation,
its  indemnification obligations pursuant to  Section  8  hereof.
MMR has full power and authority to own its properties and assets
and  to carry on its business as it is now being conducted.   MMR
is  duly  qualified  or  licensed to do  business  as  a  foreign
corporation  in good standing in the jurisdictions in  which  the
ownership of its property or the conduct of its business requires
such qualification.

(c)  MOXY is a limited liability company duly organized, validly
existing and in good standing under the laws of the state of
Delaware and has the full power and authority to enter into this
Agreement and to perform its obligations hereunder, including,
without limitation, its indemnification obligations pursuant to
Section 8 hereof.  MOXY has full power and authority to own its
properties and assets and to carry on its business as it is now
being conducted.  MOXY is duly qualified or licensed to do
business as a foreign limited liability company in good standing
in the jurisdictions in which the ownership of its property or
the conduct of its business requires such qualification.

     4.2  Authorization; Enforceability.  The board of directors of
MMR,  the  sole member of each of FSC and MOXY, and  in  its  own
capacity,  has  duly approved and authorized  the  execution  and
delivery   of   this  Agreement  and  all  other  documents   and
instruments  to be executed by MMR, FSC, and/or MOXY pursuant  to
this Agreement (collectively, the "Freeport Ancillary Documents")
and the consummation of the transactions contemplated hereby, and
no  other  authorization proceedings on the part of MMR,  FSC  or
MOXY  is  necessary  to approve and authorize the  execution  and
delivery  of  this  Agreement or any of  the  Freeport  Ancillary
Documents by any of the Freeport Parties, or the consummation  of
the    transactions   contemplated   hereby.    This    Agreement
constitutes,  and each of the Freeport Ancillary  Documents  will
constitute  as of its date, a legal, valid and binding obligation
of  each  Freeport  Party  executing such  document,  enforceable
against  it in accordance with its respective terms, except  that
the   enforcement  hereof  may  be  limited  by  (a)  bankruptcy,
insolvency, reorganization, moratorium or other similar laws  now
or  hereafter in effect relating to creditors' rights  generally,
and  (b)  general  principles of equity  (regardless  of  whether
enforceability  is considered in a proceeding  in  equity  or  at
law).

     4.3  No Approvals or Conflicts.  Neither the execution, delivery
or  performance by any Freeport Party of this Agreement,  any  of
the  Freeport  Ancillary Documents, nor the consummation  by  any
Freeport Party of the transactions contemplated hereby or thereby
will  (a) violate, conflict with or result in the breach  of  any
provision  of  its certificate of incorporation or formation,  as
applicable,  or limited liability company agreement  or  by-laws,
(b) violate, conflict with or result in a breach of any provision
of,  or  constitute a default under, or result in the termination
or cancellation of, or accelerate the performance required by, or
result  in  the creation of any Lien upon the Sulphur Inventories
or  Assigned Contracts under any note, bond, mortgage, indenture,
license,  lease,  contract,  agreement  or  other  instrument  or
commitment or obligation to which any Freeport Party  or  any  of
its  properties may be bound or affected, (c) violate any  order,
writ,   injunction,  decree,  judgment,  ruling,  law,  rule   or
regulation  of any court or governmental authority,  domestic  or
foreign,  applicable  to  any  Freeport  Party  or  the   Sulphur
Inventories or Assigned Contracts, or (d) other than as noted  on
Exhibit C, require any consent, approval or authorization of,  or
notice  to,  or  declaration, filing or  registration  with,  any
governmental  or  regulatory authority or  any  Person  having  a
contractual relationship with any Freeport Party other than those
that  will  not  result or could not reasonably  be  expected  to
adversely  affect any Freeport Party's ability  to  transfer  the
Sulphur  Inventories or Assigned Contracts to IMC or any Freeport
Party's  ability to assume the liabilities referenced in  Section
1.5 from IMC.

     4.4   Assets.   As of the Closing, FSC will  have  good  and
marketable title to, and the power to sell or assign, the Sulphur
Inventories free and clear of any Liens.  No unreleased mortgage,
trust  deed,  chattel  mortgage,  security  agreement,  financing
statement  or  other instrument encumbering any  of  the  Sulphur
Inventories has been recorded, filed, executed or delivered.  The
Sulphur  Inventories shall be of commercially usable quality  and
in  liquid form and shall comply with the specifications set  out
on Exhibit A.

     4.5  Assigned Contracts.  Each Assigned Contract is, and after
the assignment thereof will be, in full force and effect, and the
Freeport  Parties have performed all obligations required  to  be
performed by them to date thereunder.  Except as noted on Exhibit
C,  there is no impediment to the assignment by FSC of its rights
and  obligations  under  the Assigned Contracts.   [The  Freeport
Parties   have  identified  to  the  IMC  Parties  all   of   the
undischarged agreements that the Freeport Parties are  party  to,
bound  by, or the issuer or beneficiary or recipient of, relating
to  the purchase and sale of sulphur.]  All monetary amounts that
have  become due and owing under the Assigned Contracts have been
paid.  No material default by any Freeport Party has occurred and
no  Freeport  Party  knows of, and has  not  received  notice  of
violation  or  default under (nor does there exist any  condition
that with the passage of time or the giving of notice would cause
such a violation of or default thereunder) any Assigned Contract.
True  and  correct  copies of all Assigned  Contracts  have  been
furnished by the Freeport Parties to IMC.

     4.6  Compliance with Laws.  Each Freeport Party is in compliance
with,  and  is  not in default or violation under,  and  has  not
conducted its operations in violation in any respect of, any law,
rule,  regulation,  decree  or order applicable  to  the  Sulphur
Inventories  or  the  Assigned Contracts.  At  no  time  has  any
Freeport Party been notified in writing that it was, and  to  the
Knowledge of such Freeport Party it is not presently, the subject
of  any  federal,  state or local investigation relating  to  the
Sulphur  Inventories or the Assigned Contracts.  At no  time  has
any Freeport Party been notified in writing by any federal, state
or  local  governmental authority of any violation  of  any  law,
regulation,  ordinance, rule or order (including those  described
in  other  subsections of this Section 4) regarding  the  Sulphur
Inventories or the Assigned Contracts that remains unresolved.

     4.7  Proceedings.  There is no action, suit or proceeding at law
or in equity, any arbitration or any administrative or other
proceeding by or before any governmental instrumentality or
agency, pending or, to the knowledge of any Freeport Party,
threatened against or affecting any Freeport Party that could
affect the ability of any Freeport Party to consummate the
transactions contemplated hereby.

     4.8  Fair Value.  The Freeport Parties agree that the
consideration being given by IMC for the Sulphur Inventories and
Assigned Contracts hereunder is reasonably equivalent to the fair
value thereof.  The Freeport Parties hereby waive and release the
IMC Parties and their respective past and present officers,
partners, agents, attorneys, successors and assigns from any and
all claims that the transactions contemplated hereby are
avoidable as fraudulent transfers under state or federal law.

     5.   Representations and Warranties of the IMC Parties.  The IMC
Parties jointly and severally represent and warrant to the
Freeport Parties, on and as of the date of this Agreement and on
and as of the Closing Date, as follows:

     5.1  Organization.  IMC is duly incorporated, validly existing
and  in good standing under the laws of the State of Delaware and
has the full power and authority to enter into this Agreement and
to  perform  its obligations hereunder.  MP is duly incorporated,
validly existing and in good standing under the laws of the State
of  Delaware and has the full power and authority to  enter  into
this   Agreement  and  to  perform  its  obligations   hereunder.
Phosphates is duly formed and validly existing under the laws  of
the  State of Delaware and its general partner has the full power
and  authority  to enter into this Agreement and to  perform  its
obligations hereunder.  PLP is duly formed, validly existing  and
in  good standing under the laws of the State of Delaware and has
the full power and authority to enter into this Agreement and  to
perform its obligations hereunder.

     5.2  Authorization; Enforceability.  The boards of directors of
IMC  and  MP, the managing general partner of Phosphates and  the
general partner of PLP have each duly approved and authorized the
execution  and delivery of this Agreement and the other documents
and  instruments  to be executed by IMC, MP, PLP  and  Phosphates
pursuant   to  this  Agreement  (collectively,  "IMC's  Ancillary
Documents"), and the consummation by IMC, MP, PLP and  Phosphates
of the transactions contemplated hereby, and no other proceedings
on the part of IMC, MP, PLP or Phosphates is necessary to approve
and authorize the execution and delivery of this Agreement or any
of  IMC's Ancillary Documents by IMC, MP, PLP and Phosphates  and
the   consummation  by  IMC,  MP,  PLP  and  Phosphates  of   the
transactions  contemplated hereby.  This  Agreement  constitutes,
and  each of IMC's Ancillary Documents will constitute as of  its
date,  a legal, valid and binding obligation of IMC, MP, PLP  and
Phosphates,  enforceable against IMC, MP, PLP and  Phosphates  in
accordance with its terms, except that the enforcement hereof may
be   limited   by  (a)  bankruptcy,  insolvency,  reorganization,
moratorium  or  other  similar laws now or  hereafter  in  effect
relating   to   creditors'  rights  generally  and  (b)   general
principles  of  equity (regardless of whether  enforceability  is
considered in a proceeding in equity or at law).

    5.3  No Approvals or Conflicts.  Neither the execution and
delivery by any IMC Party of this Agreement or any of IMC Party's
Ancillary Documents, nor the consummation by any IMC Party of the
purchase of the Sulphur Inventories and Assigned Contracts, will
(a) violate, conflict with or result in the breach of any
provision of its certificate of incorporation or bylaws
(b) violate, conflict with or result in a breach of any provision
of, or constitute a default under, or result in the termination
or cancellation of, or accelerate the performance required by, or
result in the creation of any Lien upon any of the properties of
any IMC Party under, any note, bond, mortgage, indenture,
license, lease, contract, agreement or other instrument or
commitment or obligation to which any IMC Party or any of its
properties may be bound or affected, (c) violate any order, writ,
injunction, decree, judgment, ruling, law, rule or regulation of
any court or governmental authority, domestic or foreign,
applicable to any IMC Party or its properties, or (d) except as
otherwise indicated in Exhibit C, require any consent, approval
or authorization of, or notice to, or declaration, filing or
registration with, any governmental or regulatory authority in
connection with the execution, delivery and performance of this
Agreement by IMC other than those that are not likely to
materially or adversely affect FSC's ability to transfer the
Sulphur Inventories and Assigned Contracts to IMC or the Freeport
Parties' ability to assume the Assumed Liabilities.

   5.4  Proceedings.  There is no action, suit or proceeding at law
or in equity, any arbitration or any administrative or other
proceeding by or before any governmental instrumentality or
agency, pending or, to the knowledge of IMC, threatened against
or affecting any IMC Party that could affect the ability of an
IMC Party to consummate the transactions contemplated hereby.

   5.5  Oil and Gas Liabilities.
          (a)  To the best of the actual knowledge, without further
investigation, of Douglas Pertz, Reid Porter and Marian Whiteman,
there  are  no unasserted claims related to the FTX Oil  and  Gas
Business  from  the date of the FTX/IMC Merger through  the  date
hereof,  other  than any matters listed on Exhibit  E,  that  are
probable  of  assertion and are involvelikely  to  result  in  an
expenditure  of  more than $100,000 of liability under  generally
accepted accounting principles.

(b)  The total amounts expended by IMC and its Affiliates with
respect to liabilities, demands, claims, causes of action and
proceedings related to the FTX Oil and Gas Business (excluding
the MOXY Drilling Program) from January 1, 2000 through December
31, 2001, was approximately $950,000, during the period from
January 1, 2002 through February 28, 2002 was approximately
$________,less than $100,000, and during the period prior to
January 1, 2000 was less than $500,000.
     6.   Pre-Closing Covenants.  From the date hereof through the
Closing Date, the parties covenant and agree as follows:

   6.1  Time of Essence; Cooperation and Best Efforts.

(a)  Time is of the essence and each party will work diligently
to  complete  the transactions contemplated by this Agreement  as
soon as possible.

(b)  Each party will cooperate with the other and use its
commercially reasonable efforts to take all action and to do all
things necessary to (i) procure all necessary and appropriate
consents and approvals, (ii) complete and file all necessary and
appropriate applications, notifications, filings and
certifications and (iii) satisfy all requirements prescribed by
law for the consummation of the transactions contemplated by this
Agreement, and satisfy all other conditions set forth in this
Agreement for the consummation of the transactions contemplated
by this Agreement, but the parties shall not be required to
undertake any financial obligation not contemplated herein or in
the agreements executed as of the date hereof.

  6.2  Settlement Negotiations; Confidentiality.  This Agreement
and the negotiations related thereto are deemed to be evidence of
settlement  negotiations.   Neither  the  IMC  Parties  nor   the
Freeport  Parties may use or present as evidence in  any  pending
litigation  or related arbitration or mediation the  contents  of
this  Agreement or the substance of negotiations related  hereto,
except  to  enforce this Agreement.  The parties agree that  each
may  disclose  the  existence  of this  Agreement,  but  may  not
disclose  its terms, except as necessary to secure financing  for
the  transactions contemplated herein and for the Asset  Sale  to
the  Buyer (provided that in each case disclosure shall  be  made
only  under  the  terms of an agreement to keep  such  disclosure
confidential), or as required by law, judicial process, or to any
employee, financial advisor or legal advisor who it is determined
in good faith has a valid business reason to know the terms.

   6.3  Due Diligence.  Prior to the Closing Date, the Freeport
Parties and IMC Parties will each (a) make available to the other
party  and their representatives, for inspection and review,  all
properties,  books,  computer and information  systems,  records,
accounts, documents and other information related to the  Sulphur
Inventories, Assigned Contracts and Assumed Liabilities as may be
reasonably  requested from time to time in  connection  with  the
transactions  contemplated  hereby; (b)  make  its  officers  and
accountants available for consultation with the other party  upon
the  reasonable request of such party; and (c) permit  access  to
third  parties  to verify information obtained pursuant  to  this
Section  6.3  as  the  same  may  be  reasonably  requested.   In
connection with any requests for information and access  pursuant
to  this  Section 6.3, the Freeport Parties and IMC Parties  will
each provide reasonable notice to the other party and endeavor to
minimize   the  disruption  of  its  business.  An  employee   or
representative  of  any of the parties shall be  entitled  to  be
present  at  any  or all inspections and reviews of  the  Sulphur
Inventories,  Assigned  Contracts  and  Assumed  Liabilities  and
related   books,   records,   accounts,   documents   and   other
information.

   6.4  Availability of Employees.  FSC, to the extent requested by
IMC, will make any of FSC's employees available, prior to
Closing, for interviews with IMC for potential employment with
IMC or one of its Affiliates at or following the Closing.  Upon
request, FSC will provide to IMC or one of its Affiliates the
relevant terms of such employee's employment with FSC (including,
but not limited to dates of hire, positions, compensation,
benefit arrangements and vacation).  Neither IMC nor its
Affiliates have or will have any duty or obligation to offer
employment to or employ any of FSC's employees at or following
the Closing, and FSC shall not make any representations or
statements to its employees to the contrary.

   6.5   Performance under the Sulphur Supply  Agreement.   The
execution  and delivery of this Agreement shall not be deemed  to
constitute  an  amendment  or other modification  ofparties  will
continue  to perform the Sulphur Supply Agreement or a waiver  by
any  party  thereto  of  any claims or  rights  thereunder.   The
parties    acknowledge   that   the   parties    thereto    shall
continuethrough the date of Closing on the following terms:   (i)
FSC  will  deliver  all of Phosphates' tonnage  requirements  due
pursuant to the terms of the Agreement except for 41,667 tons per
month,  the delivery of which is in dispute; (ii) except for  the
41,667 tons per month the delivery of which is in dispute,  FSC's
delivery  obligation shall be interpreted consistently  with  the
practices of the parties in nominating and fulfilling Phosphates'
tonnage  requirements prior to January 1, 2002; (iii)  Phosphates
will  pay  FSC  sums  due pursuant to the pricing  terms  of  the
Sulphur  Supply  Agreement, except for  the  disputed  costs  and
losses  related to the aforementioned 41,667 tons per  month  and
except  for  any premium that would otherwise be  due  on  "Base"
sulphur  pursuant  to the terms of the Sulphur Supply  Agreement;
(iv)  the calculation of the IMC Weighted Average Cost of sulphur
and  the  IMC  Spot  Weighted Average Cost  of  sulphur  will  be
performed  consistently with the calculations  performed  by  IMC
through  the date of this Agreement.  The execution and  delivery
of  this Agreement shall not be deemed to constitute an amendment
or other modification of the Sulphur Supply Agreement.

    6.6  Stay and Stand Down.  Upon the execution of this Agreement,
and for so long as the parties comply with the terms hereof, each
party  will  continue  to  "stand down" with  respect  to  active
litigation against the other and the parties will jointly request
that  the  Litigation  be  continued until  the  earlier  of  the
termination of the Purchase Agreement or the Closing of the Asset
Sale and the transactions contemplated hereby.

    6.7  Release of Termination Agreement Obligations.FM Services
Release and FCX Representation.  The Freeport Parties will obtain
from FM Services Company thea release of the IMC Parties from any
and  all  liabilities and obligations ofthat the IMC Parties  may
have  to  such  Persons (the "FM Services Release"),  under  that
certain  Termination and Settlement Agreement dated December  22,
1997(the   "FM  Services  Release"),  including  the  obligations
related  to  services  provided  by  FM  Services  Company,   the
leaseexpenses  for  1615 Poydras Street, New Orleans,  Louisiana,
and  the  Washington D.C. lease and claims relating  to  Crescent
Technology Inc.  The Freeport Parties will obtain from  Freeport-
McMoran  Copper  & Gold Inc. ("FCX") a representation  (the  "FCX
Representation") that FCX has no claims against, and is not  owed
any obligation or liability by, any IMC Party.

    6.8  Release of Charitable/Research & Engineering Contribution
Obligations.    The   Freeport  Parties  will  use   commercially
reasonable  efforts, but without any requirement for the  payment
of  funds  by  the Freeport Parties,, but without any requirement
for  the payment of funds by the Freeport Parties, to obtain from
Tulane  University, the Audubon Institute and the  University  of
New  Orleans, the release of any liability relating to charitable
obligations  assumed by IMC as part of the 1997 Merger  Agreement
between   Freeport-McMoRan  Inc.  and  IMC  Global,   Inc.   (the
"Charitable/Research & Engineering Releases").Releases"), and, in
the  case of the Audubon Institute, the voluntary dismissal  with
prejudice   of   all  litigation  relating  to  such   charitable
obligations with each party bearing its own costs.

   6.9  Representations and Warranties.  Each party shall provide
prompt notice to the other of any fact or event that causes or
would cause any of its representations and warranties to be
untrue in any material respect.

  6.10 Assigned Contracts.  The Freeport Parties shall perform
their  obligations under the Assigned Contracts in the usual  and
ordinary  course  and in accordance with past practices  and  the
terms of such contracts.

     7.   Conditions to Closing

     7.1  Conditions Applicable to All Parties.  The obligations of
each  of  the  parties  hereto  to  consummate  the  transactions
contemplated  hereby  are  subject to the  satisfaction  (or  the
waiver  by  the IMC Parties and the FSC Parties) of the following
conditions at or prior to the Closing:

          (a)  Asset Sale Closing.  The consummation of the Asset Sale
under the Purchase Agreement.

          (b)  Restraining Action.  No judgment, order or decree shall have
been  issued or rendered by any court or other governmental  body
to  restrain  or  prohibit the consummation of  the  transactions
contemplated hereby.

          (c)  Statutory Requirements and Regulatory Approval.  All
statutory  requirements  for  the  valid  consummation   of   the
transactions  contemplated hereby shall have been  fulfilled  and
all   appropriate  orders,  consents  and  approvals   from   all
regulatory  agencies  and  other governmental  authorities  whose
order,   consent  or  approval  is  required  by  law   for   the
consummation of the transactions contemplated hereby  shall  have
been received.]

          (d)  [Release and Representation.  The Freeport Parties shall
have  provided the FM Services Release.]Services Release and  the
FCX Representation.

     7.2  Conditions to Obligations of IMC Parties.  The obligation of
the  IMC  Parties  to  consummate the  transactions  contemplated
hereby  is  subject  to the satisfaction,  at  or  prior  to  the
Closing, of the condition set forth below.  The benefit  of  this
condition is for IMC Parties only and may be waived in writing by
IMC Parties at any time in its sole discretion.

          (a)   Representations, Warranties and Covenants.   Each
representation and warranty of the Freeport Parties contained  in
Section  4 shall be true and correct in all material respects  on
and  as  of  the  Closing Date; the Freeport Parties  shall  have
performed in all material respects all covenants required by this
Agreement to be performed by the Freeport Parties at or prior  to
the Closing; and the Freeport Parties shall have delivered to the
IMC   Parties  on  the  Closing  Date  certificates   signed   by
appropriate officers, dated as of the Closing Date, certifying to
the fulfillment of the conditions set forth in this paragraph.

     7.3  Condition to the Obligations of Freeport Parties.     The
obligation of the Freeport Parties to consummate the transactions
contemplated hereby is subject to the satisfaction, at  or  prior
to the Closing, of the condition set forth below.  The benefit of
this condition is for the Freeport Parties only and may be waived
by   Freeport  Parties  in  writing  at  any  time  in  its  sole
discretion.

          (a)   Representations, Warranties and  Covenants.   The
representations  and warranties of the IMC Parties  contained  in
Section  5 shall be true and correct in all material respects  on
and  as of the Closing Date; the IMC Parties shall have performed
in all material respects all covenants required by this Agreement
to  be  performed by the IMC Parties at or prior to the  Closing;
and  the IMC Parties shall have delivered to the Freeport Parties
on  the Closing Date certificates signed by appropriate officers,
dated  as  of the Closing Date, certifying to the fulfillment  of
the conditions set forth in this paragraph.

     8.   Indemnification; Survival of Representations.

     8.1  Indemnification.

          (a)  From and after the Closing Date, subject to the terms and
conditions of this Section 8, the Freeport Parties shall  jointly
and severally indemnify, defend and hold harmless each of the IMC
Parties  and  their  Affiliates, and their  respective  officers,
directors  and employees (the "IMC Indemnitees") from,  and  will
pay to the IMC Indemnitees the amount of, any Losses arising from
or arising out of or by virtue of or in connection with:

               (i)  any inaccuracy in, or breach of any representation or
warranty of, the Freeport Parties contained in Section 4;

               (ii) any breach by any of the Freeport Parties of, or failure by
any  of  the  Freeport Parties to comply with, any  agreement  or
covenant   contained   herein  (including,  without   limitation,
obligations under this Section 8), the Purchase Agreement  or  in
any agreement ancillary thereto;

               (iii)     any breach by FM Services of the FM Services Release;

(iv) any liability under an Assigned Contract that relates to a
period prior to the Closing Date;
               (v)  the Assumed Liabilities; or

               (vi) any claim that exists or may arise related to Main Pass Mine
in the Gulf of Mexico howsoever arising.arising; or

               (vii)     any obligations or liabilities of FSC except as
expressly  assumed by the IMC Parties pursuant to this Agreement;
and

          (b)  After the Closing Date, subject to the terms and conditions
of  this  Section 8, the IMC Parties shall jointly and  severally
indemnify and hold harmless each of the Freeport Parties and  its
Affiliates  and  their  respective officers  and  directors  (the
"Freeport  Indemnitees")  from, and  will  pay  to  the  Freeport
Indemnitees  the  amount  of,  any  Losses  arising  from  or  in
connection with:

               (i)  any inaccuracy in or breach of any representation or
warranty of the IMC Parties contained in Section 5;

               (ii) any breach by any of the IMC Parties of, or failure by any
of  the  IMC  Parties to comply with, any agreement  or  covenant
contained  herein  (including,  without  limitation,  obligations
under this Section 8);

               (iii)     [(iii)    any claim relating to or arising from the
items listed on Exhibit E; or

(iv) any obligations or liabilities of IMC except as expressly
assumed by the Freeport Parties pursuant to this Agreement.  ]

   8.2  Notice and Defense of Claims.

 (a)  A Person seeking indemnification under this Section 8 (the
"Indemnified  Person") shall give prompt written  Notice  to  the
indemnifying  person  or  persons,  or  successors  thereto  (the
"Indemnifying Person"), of any matter with respect to  which  the
Indemnified  Person  seeks  to  be  indemnified  (the  "Indemnity
Claim").   Such  Notice shall state the nature of  the  Indemnity
Claim  and,  if known, the amount of the Loss.  If the  Indemnity
Claim  arises  from  a  claim of a third party,  the  Indemnified
Person shall give such Notice within a reasonable time but in  no
event later than thirty (30) days from receipt by the Indemnified
Person of Notice of any Indemnity Claim and, in the event that  a
suit  or  other proceeding is commenced, within thirty (30)  days
after  receipt  of  written  Notice thereof  by  the  Indemnified
Person.   Notwithstanding  anything  in  this  paragraph  to  the
contrary,  the  failure of an Indemnified Person to  give  timely
Notice  of an Indemnity Claim shall not bar such Indemnity  Claim
except   and  to  the  extent  that  such  failure  has  impaired
materially  the ability of the Indemnifying Person to defend  the
Indemnity Claim.

 (b)  If the Indemnity Claim arises from the claim or demand of a
third  party,  the Indemnifying Person shall assume its  defense,
including the hiring of counsel which counsel shall be reasonably
acceptable to the Indemnified Person, and the payment of all fees
and  expenses.  The Indemnified Person shall have  the  right  to
employ  separate  counsel  and  to  participate  in  the  defense
thereof,  but the fees and expenses of such counsel shall  be  at
the expense of the Indemnified Person unless both the Indemnified
Person  and the Indemnifying Person are named as parties and  the
Indemnified   Person   shall  in  good   faith   determine   that
representation  by  the  same counsel is inappropriate.   In  the
event that the Indemnifying Person, within thirty (30) days after
Notice  of any such action or claim, fails to assume the  defense
thereof, the Indemnified Person shall have the right to undertake
the  defense, compromise or settlement of such action,  claim  or
proceeding for the account of the Indemnifying Person, subject to
the  right  of  the Indemnifying Person upon the payment  of  all
fees, expenses, costs and settlement payments incurred to date by
the  Indemnified  Person, to assume the defense of  such  action,
claim  or  proceeding  at  any  time  prior  to  the  settlement,
compromise  or  final determination thereof.   Anything  in  this
Section  8  to  the  contrary notwithstanding,  the  Indemnifying
Person shall not, without the Indemnified Person's prior consent,
settle or compromise any action or claim or consent to the  entry
of  any  judgment with respect to any action, claim or proceeding
for  anything  other than money damages paid by the  Indemnifying
Person.   The  Indemnifying Person may, without  the  Indemnified
Person's  prior  consent, settle or compromise any  such  action,
claim  or  proceeding or consent to entry of  any  judgment  with
respect  to  any  such action or claim that requires  solely  the
payment  of  money damages by the Indemnifying  Person  and  that
includes  as  an  unconditional term thereof the release  by  the
claimant  or  the  plaintiff of the Indemnified Person  from  all
liability  in  respect  of  such  action,  claim  or  proceeding;
provided,  however,  that the consent of the Indemnified  Person,
which consent shall not be unreasonably withheld, shall always be
required  with  respect to the settlement or  compromise  of  any
action related to Taxes.  The Indemnified Person shall not settle
or compromise any such action or claim without the consent of the
Indemnifying  Person, to the extent the Indemnifying  Person  has
accepted   responsibility  for  indemnification  obligations   in
writing;  provided  that the Indemnified Person  shall  give  the
Indemnifying  Person prior notice of any proposed compromise  and
settlement.

(c)  Any Indemnity Claim hereunder which does not arise from a
claim  of  a  third  party  shall  be  paid  on  demand  by   the
Indemnifying  Person  to  the Indemnified  Party  on  receipt  of
evidence  reasonably satisfactory to such Indemnifying Person  of
the existence and amount of such Indemnity Claim.

(d)  If, after 60 days written notice specifying the action
requested, any Person fails to take any action reasonably
requested in respect of which another Person may make an
Indemnity Claim under this Section 8 against such first-mentioned
Person, that other Person may take the action that is specified
in such notice and shall be entitled to be indemnified under this
Section 8 by the first Person in respect of any costs of, or
costs associated with, such action.

     8.3  Survival of Representations and Warranties; Covenants.  The
representations  and warranties made by any  party  herein  shall
survive  until March 31, 2004.  The covenants contained  in  this
Agreement shall continue to exist without limitation.

     9.   Other Post-Closing Covenants.

     9.1  Release of Benefit Payment Obligations.  From and after the
Closing,  the IMC Parties shall release FSC from 50% of  itswaive
the  obligation  of  FSC to reimburse the IMC Parties  forin  the
amount of 50% of the certain required quarterly payments pursuant
to  an employee benefit agreement executed in connection with the
FTX/IMC  Merger, for medical and other benefits due  persons  who
were  former sulphur employees (the "Benefit Payments"),  payable
quarterly  as  the  reimbursements become due,  for  each  of  12
quarterly periods, or a total of three years, commencing with the
fourth  quarter  of  fiscal year 2001 (the  "Reduction  Period"),
provided that FSC makes timely payments of the remaining  50%  of
the  required  payments.  Thereafter, FSC will resume  the  total
amount  of reimbursements of FSC's obligations for such retirees.
If  FSC shall default on any payment under this Section 9.1  and,
after  prior  Notice  from the IMC Parties,  such  default  shall
continue  for  more than 5 days after such Notice,  such  release
shall  cease and terminate without further notice and FSC  shall,
commencing  with such defaulted payment, be liable for  the  full
amount  of its required Benefit Payments in connection  with  the
FTX/IMC  Merger.  The IMC Parties shall consult with the Freeport
Parties  reasonably in advance regarding any proposed  change  by
the  IMC  Parties regarding any amendment proposed to be made  to
the  amount of the Benefit Payments during the Reduction  Period.
In the event that the Freeport Parties fail to agree thereto, the
IMC  Parties shall be allowed to implement such proposed  change,
except  that FSC's obligation to make reimbursements  during  the
unexpired term of the Reduction Period shall remain at 50% of the
required  Benefit  Payments  as  if  such  change  had  not  been
implemented.

   9.2  Big Bend Transfer Co., LLC.  MMR shall take, and shall make
commercially reasonable efforts to cause its Affiliates to take,
all appropriate and necessary steps to dismiss all pending
litigation, administrative proceedings and other actions opposing
the issuance of necessary permits for the Big Bend Transfer Co.,
LLC sulphur remelting facility.  MMR shall continue, and shall
make commercially reasonable efforts to cause its Affiliates to
continue, to forebear on any litigation opposing the facility,
and agrees not to, and shall make commercially reasonable efforts
to cause its Affiliates not to, support directly or indirectly
any claim brought by a third party opposing the project.

    9.3  Murphy Oil Agreement.  From and after the Closing Date, IMC
or  its Affiliate shall promptly remit from time to time to  FSC,
and provide an accounting to FSC for, cash payments in the amount
of  the  economic benefit for certain set-offs made by IMC  under
the  liquid  sulphur purchase agreement and related reimbursement
agreement with Murphy Oil USA, Inc. as such are realized.

     9.4  Restricted Payments; Fundamental Changes.

(a)  Restricted Payments and Asset Sales.  FSC, MOXY or MMR (the
"Promisors")  shall not, and shall notNeither FSC, MOXY  nor  MMR
("Promisors")  shall,  nor  shall they  permit  their  respective
subsidiaries,  to  directly  or  indirectly  Affiliated  Entities
(i.e., any entity more than 25% of the equity securities of which
is  owned  by  any of the Promisors or any officer,  director  or
shareholder  of any of the Promisors) to, directly or indirectly,
declare,  order, pay or make or set apart any sum  or  properties
for  any  Restricted Payment, or agree to do so,  except  to  the
extent  so.that  the  same constitutes a  Permitted  Payment,  as
hereinafter  defined.  The term "Restricted Payment"  shall  mean
(i)  any  dividend or other distribution, direct or indirect,  on
account  of distribution (other than the distribution of a  right
or   warrant  to  purchase  securities  for  cash),  director  or
indirect, on account of the commonthe equity securities of any of
the  Promisors or any of their subsidiaries,Affiliated  Entities,
now  or  hereafter outstanding (other than a Permitted  Payment);
(ii)   any  redemption,  retirement,  sinking  fund,  or  similar
payment,  purchase or acquisition for value, direct or  indirect,
of anycommon equity security (or purchase any options,any options
warrants or other rights to acquire same) of any of the Promisors
now  or  hereafter  outstanding;  (iii)  any  dividend  or  other
distribution, direct or indirect, on account of any other  equity
security of any of the Promisors hereafter outstanding in  excess
of  the  stated  outstanding, (iii)dividend or distribution  rate
thereon  that is established at the time of the issuance of  such
security in a bona fide public or private offering on terms  that
are  no  less favorable to the issuing Promisor than  those  that
might  be  obtained in an arm's length transaction  from  persons
having no affiliation with the Promisors; (iv) any payment  of  a
claim  for rescission of the purchase or sale of, or for material
damages  arising  from the purchase or sale of, anycommon  equity
security  of the Promisors, (iv) any payment for management  fees
or  compensation  by  any  of  the  Promisors  to  any  director,
executive  officer  or  Affiliated  Entity,  other  than   wages,
salaries and bonuses paid in the ordinary course to employees, or
in  the  case  of  salaries or bonuses paid to  any  director  or
executive officer of any of the Promisors, which were either  (x)
approved  by  members of the Board of Directors of  the  relevant
entity  who  would be considered to be independent of  management
under the rules of the New York Stock Exchange, or (y) if payable
by  any Affiliated Entity, did not, in the aggregate exceed  150%
of  the  amounts  disclosed as payable by  FM  Services  Inc.  to
directors or their Affiliated Entities in the MMR proxy statement
for  2001  (v) any exchange of any equity security or  Promisors;
(v)the  issuance  of  any right giving to  holder  the  right  to
exchange  the equity security for any rights in the  property  of
the  Promisors  or their Affiliated Entities; or (vi)  the  entry
into  any transaction with any of the holder or holders  of  more
than 5% of any class of thecommon equity securities of any of the
Promisors  on terms that are less favorable to the Promisor  than
those  that might be obtained in an arm's arms length transaction
from  persons having no affiliation with the Promisor;  and  (vi)
the issuance of any equity security with the purpose or intent of
circumventing  the  foregoing  provisions.   Notwithstanding  the
foregoing,  (1) dividends, distributions or other  payments  from
MOXY  or FSC to MMR, and (2) dividends or distributions of equity
securities to Promisor.

(b)  existing holders, shall be deemed Permitted Payments.None of
the  Promisors or any of their Affiliated Entities shall sell  or
otherwise dispose of any assets other than for fair market value.
Nothing in this Section 9.4 shall be construed or interpreted  as
a  limitation  or  restriction in a Promisor's ability  to  grant
liens  or security interests in or on its assets, except that  no
Promisor shall grant any lien or any interest in or on its assets
to secure any equity security.

(c)  The restrictions in this Section 9.4 shall terminate upon
the earlier of (i) fifth anniversary of the date hereof; (ii) the
date  any  Promisor has in place a letter of credit of  not  less
than $5,000,000 in favor of the IMC Parties; or (iii) the date of
which  MMR's  market capitalization for 180 consecutive  calendar
days has averaged $200 million or more (the first such date being
referred to as the "Cut-Off Date").

(d)  The following shall be "Permitted Payments": (i) any
dividend  or  distribution payable solely  in  shares  of  common
stock;  (ii)  any  regularly scheduled dividend  payment  on  any
preferred  or senior equity security at a rate not in  excess  of
the  regular  dividend  rate set on the  date  of  issue  of  the
security,  provided that such security was issued for cash  in  a
bona fide public offering or private placement meeting one of the
following  criteria (x) a majority of the issue was purchased  by
Persons who are not Affiliated Entities of the issuer, or (y) the
issuer  obtained a fairness opinion with respect to the terms  of
the issue from a nationally recognized investment bank (a "Market
Terms  Senior  Security");  (iii) any  redemption,  sinking  fund
payment, or exchange of property interests in the issuer with the
holders  of  the  Market Terms Senior Security which  redemption,
sinking  fund payment or exchange of property either  (x)  occurs
more  than 36 (thirty six) months after the date of the Agreement
or  (y)  is  pursuant to the original terms of the  Market  Terms
Senior  Security and the issuer thereof has obtained  a  fairness
opinion from a nationally recognized investment bank with respect
to  the  terms  of  issue;  (iv) any  payment  solely  among  the
Promisors;  and  (v)  issuance of equity  securities  or  rights,
options  or  warrants to purchase common stock  or  other  equity
securities.

     9.5  Subsequent Delivery of Charitable/Research & Engineering
Releases.  If IMC has not received all of the Charitable/Research
&  Engineering Releases by the Closing and the amount of the  IMC
Payment has been reduced by $1 million pursuant to Section 2,  if
FSC   provides  all  of  the  Charitable/Research  &  Engineering
Releases expressed effective as of the Closing prior to the first
anniversary  of this Agreement then, provided that no  IMC  Party
has  made  or been obligated to make any payment with respect  to
such  releases or the subject-matter thereof after  the  Closing,
IMC  shall pay to FSC the sum of $1 million within three days  of
receiving all of the Charitable/Research & Engineering Releases.

    9.6  Assignment of Certain Contracts.  Anything in this Agreement
to  the contrary notwithstanding, to the extent that any Assigned
Contract is not assignable without the consent of another  Person
(which  consent has not been obtained), this Agreement shall  not
be  deemed to constitute or require an assignment or an attempted
assignment  thereof  if such assignment or  attempted  assignment
would  constitute a breach thereof. If such consent has not  been
obtained by the Closing Date, the Freeport Parties agree  to  (a)
cooperate  with  the  IMC  Parties in any reasonable  arrangement
designed  to provide for the IMC Parties substantially  the  same
benefits  and  obligations  under any such  agreement,  contract,
license, lease, permit or other authorization, purchase  or  sale
order, or other executory contract or commitment without cost  to
the  IMC Parties, including (i) enforcing for the benefit of  the
IMC  Parties any or all rights of the Freeport Parties under  any
contract,  commitment,  permit or other authorization,  or  other
agreement  against any other Person that is a party  thereto,  or
(ii)  at  the  election  of  the IMC Parties,  not  transferring,
conveying,  assigning  or delivering  to  an  IMC  Party  at  the
Closing,  and  retaining  legal title  or  right  thereto,  while
permitting an IMC Party the possession and use of such assets  or
rights  for  the  IMC  Party's account  and  with  an  IMC  Party
receiving the benefits and burdens of such assets or rights as if
such assets or rights had been so transferred, conveyed, assigned
and  delivered,  and (b) take all reasonable  further  action  to
obtain  such consents, approvals or novations as may be  required
under such instrument, applicable law or otherwise to effect  the
transfer of the asset or right to an IMC Party.  Nothing in  this
Section 9.6 shall be deemed a waiver of any closing condition set
forth in this Agreement.

   9.7  Certain Obligations as to Books and Records.
 (a)  The books and records (including, but not limited to,
records  in computer format and all indices related to any  books
and  records) relating to the FTX Oil and Gas Business maintained
at  an  offsight storage sight [name of site]the storage facility
in  Franklin Park, Illinois (the "Oil and Gas Books and Records")
will continue to be maintained by the IMC Parties for a period of
six  (6) years, or such shorter period of time as the parties may
agree,  following the Closing Date at the Franklin Park  facility
or  such  other  comparable facility or  facilities  as  the  IMC
Parties  in  their sole discretion may determine.   The  Freeport
Parties  shall  reimburse the IMC Parties  80%  of  the  cost  of
maintenance of such books and records, payment to be made against
delivery by the IMC Parties to FSC of monthly invoices therefor.

 (b)  The Freeport Parties shall be entitled to inspect, and make
copies  of, the Oil and Gas Books and Records at the cost of  the
Freeport  Parties  and on reasonable notice to the  IMC  Parties.
The  Freeport  Parties agree to maintain and return promptly  any
Oil  and Gas Books and Records that they borrow.  Subject to  the
requirements  of the IMC Parties, the Freeport Parties  shall  be
entitled  on  reasonable notice to engage the services  of  Harry
Battenburg in relation to the Oil and Gas Books and Records,  for
such fee and on such terms as may be agreed from time to time  by
the  IMC  Parties.   The  rights afforded  the  Freeport  Parties
pursuant to this Section 9.7(b) shall terminate in the event that
the  Freeport  Parties fail to reimburse the cost of  maintaining
the  Oil  and  Gas  Books  and Records  on  a  monthly  basis  in
accordance with Section 9.7(a).

(c)  The IMC Parties shall have no liability to the Freeport
Parties regarding the content or maintenance of, any services
provided in connection with, or otherwise in relation to, the Oil
and Gas Books and Records, except for any claim which arises as a
result of the gross negligence or willful default of the IMC
Parties.

(d)  The parties agree that, for a period of six (6) years, or
such  shorter period of time as the parties may agree,  following
the Closing, they shall not destroy, discard, deface or otherwise
alter  any  of  the Sulphur Books and Records without  furnishing
prior Notice to the other party and a reasonable opportunity  for
the  other party, at such other party's cost, to take custody  of
such  Sulphur  Books and Records.  The parties also agree  during
such  six  year  period  to  provide the  other  party,  and  its
accountants,  counsel  or  other representatives,  during  normal
business  hours and upon reasonable Notice, access to  (including
the  making  of copies at such other Party's cost)  such  Sulphur
Books  and Records in order to enable the other party to  prepare
any  required tax returns or customary financial reports, and  to
prepare  for  and  defend  against any tax  or  other  claims  or
litigation, and for any other reasonable business purpose.

     9.8   Further Assurances.  The Freeport Parties and the  IMC
Parties  agree  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 this Agreement, including without limitation  any
and  all  documents  necessary to assign  to  Phosphates  or  its
Affiliate any of the Assigned Contracts that are not conveyed  to
Phosphates or its Affiliate at the Closing.

     9.9  Reasonable Cooperation.

(a)  The Freeport Parties will (i) consult with the IMC Parties
prior  to  the  Closing  with  the view  of  achieving  a  smooth
transition  of ownership of the Sulphur Inventories and  Assigned
Contracts;  (ii) provide reasonable assistance to  Phosphates  in
contacting any material customer of the Freeport Parties  with  a
view  to determining whether such customer is likely to remain  a
customer following the Closing and, if such customer's consent is
required for the consummation of the transactions contemplated by
this  Agreement, obtaining such consent; and (iii) keep  the  IMC
Parties  reasonably informed concerning any material developments
relating to the Sulphur Inventories and Assigned Contracts.

(b)  The IMC Parties will cooperate with and provide reasonable
assistance to the Freeport Parties in connection with the Assumed
Liabilities.

     9.10 Sulphur Inventories.  Within 14 days of delivery of, and
passing of title to, the relevant Sulphur Inventories, Phosphates
will  pay FSC for Sulphur Inventories in transit on Closing which
are  subsequently  delivered to Phosphates  and  which  meet  the
specifications set forth on Exhibit A.

     10.  Termination

     10.1  Termination.   This  Agreement  shall  terminate  upon
termination of the Purchase Agreement and may, by Notice given at
or prior to the Closing, be terminated:

          (a)  By the mutual written consent of the Freeport Parties and
the IMC Parties; or

          (b)  By either the Freeport Parties or the IMC Parties if the
other  party materially breaches any representation, warranty  or
covenant of this Agreement.

     10.2 Effect of Termination; Survival.  Upon termination of this
Agreement  pursuant to this Section 10, this Agreement  shall  be
void and there shall be no liability by reason of this Agreement,
or  the  termination thereof, on the part of any party  or  their
respective    directors,   officers,   employees,    agents    or
shareholders.

     11.  Miscellaneous.

     11.1  Notices.   Any notice, communication, request,  reply,
consent,  advice  or  disclosure notice  ("Notice")  required  or
permitted  to  be  given or made by any party  to  the  other  in
connection  with  this Agreement must be in writing  and  may  be
given  or  served  only on a Business Day (a) by depositing  such
Notice  in the United States mail, postage prepaid and registered
or   certified  with  return  receipt  requested,   (b)  by  hand
delivering such Notice,  (c) by sending such Notice by a national
commercial  courier service for next business  day  delivery,  in
each case properly addressed as provided below, or (d) by sending
such Notice via facsimile transmission.  Notice deposited in  the
mail  in  the manner described above shall be effective 72  hours
after  such deposit; Notice hand delivered in person or delivered
by commercial courier shall be effective at the time of delivery;
and  Notice  given  by  facsimile shall be  effective  when  such
facsimile  is  transmitted to the facsimile number  specified  in
this Section 12.1 and confirmation of transmission is received by
the  giver of such Notice (provided that a confirmation  copy  is
sent  no later than the next Business Day by documented overnight
delivery service).  For purposes of Notice, the addresses of  the
parties  shall,  until  changed as hereinafter  provided,  be  as
follows:

     If to Freeport Parties:

          McMoRan Exploration Co.
          Freeport-McMoRan Sulphur LLC
          McMoRan Oil & Gas LLC
          1615 Poydras Street
          New Orleans, LA  70112
          Attention:  General Counsel
          Facsimile No: (504) 585-3513

     With a copy to:

          Jones, Walker, Waechter, Poitevent, Carrere & Denegre,
          L.L.P.
          201 St. Charles Avenue, 51st Floor
          New Orleans, Louisiana  70170-5100
          Attention:  Douglas N. Currault II
          Facsimile No: 504-589-8412

     If to IMC Parties:

          IMC Global Inc.
          Phosphate Resource Partners Limited Partnership
          IMC Phosphates Company
          IMC Phosphates MP, Inc.
          Suite 300
          100 Saunders Road
          Lake Forest, IL  60045
          Attention:  General Counsel
          Facsimile No: 847-739-1606

     and:

          Altheimer & Gray
          10 South Wacker Drive
          Suite 4000
          Chicago, Illinois 60606
          Attention:  Phillip Gordon and Jeffrey C. Everett
          Facsimile No: (312) 715-4800

or  such  substituted persons or addresses of which  any  of  the
parties may give Notice to the other in writing.

     11.2 Waiver.  The failure by any party to enforce any of its
rights  hereunder  shall not be deemed to be  a  waiver  of  such
rights, unless such waiver is an express written waiver which has
been signed by the waiving party.  Waiver of any one breach shall
not  be deemed to be a waiver of any other breach of the same  or
any other provision hereof.

     11.3 Freeport Parties Assumption; Continuing Obligations  of
Freeport  Parties.  Each of the Freeport Parties  hereby  jointly
and  severally  assumes  each of the obligations  of  each  other
Freeport  Party hereunder as if such obligation were  the  direct
obligation of that Freeport Party.  Each of the Freeport  Parties
further   agrees  and  acknowledges  that  its  obligations   and
liabilities under this Agreement shall remain in full  force  and
effect  without regard to, and shall not be released, discharged,
limited,  impaired,  reduced  or  affected  in  any  way  by  any
circumstance or condition including, without limitation, any lack
of  validity or enforceability of any obligation or liability  of
any   other   Freeport   Party,  any  termination,   restatement,
modification  or other change in any obligation or  liability  of
any  other  Freeport  Party,  any  waiver,  compromise,  release,
discharge, settlement or extension of time granted to  any  other
Freeport  Party,  or  any  voluntary or  involuntary  bankruptcy,
dissolution,   assignment    for  the   benefit   of   creditors,
reorganization,   arrangement,   receivership,   liquidation   or
similar,   or   merger,  consolidation  or  sale  (including   of
substantially all of the assets of) any Freeport Party.   No  IMC
Party  shall  be  required to seek to enforce or  resort  to  any
remedies against any Freeport Party on account of any obligations
or liabilities under this Agreement before proceeding against the
other Freeport Party.

   11.4 Expenses.  Regardless of whether the transactions
contemplated by this Agreement are consummated, all expenses,
including fees for legal, accounting, investment banking,
financial and other advisory services, incurred in connection
with this Agreement and the transactions contemplated hereby
shall be borne by the party hereto incurring them.

   11.5 Interpretation.

          (a)  The table of contents and section headings contained herein
are inserted for convenience only and shall not affect in any way
the  meaning  or interpretation of this Agreement.  Each  of  the
parties  has  participated substantially in the  negotiation  and
drafting  of  this Agreement and each party hereby disclaims  any
defense  or assertion in any litigation or arbitration  that  any
ambiguity herein should be construed against the draftsman.

          (b)  References to "Sections", "Exhibits" or "Attachments" or
"Schedules" shall be to Sections, Exhibits or Attachments to this
Agreement unless otherwise specifically provided.

(c)  Wherever the words "include," "includes," and "including"
are used herein, such words shall be deemed to be followed by the
words "without limitation."
          (d)  The word "or" is not exclusive.

          (e)  Words in the singular include the plural, and vice versa.

     11.6  Integrated Agreement.  This Agreement (along with  the
Exhibits  and  Schedules  referenced  herein)  and  the  Purchase
Agreement,  Master Agreement and ancillary agreements  among  the
parties  as  of  the date hereof (collectively, the  "Transaction
Agreements")  constitute the entire understanding  and  agreement
among  the  parties  hereto with respect to  the  subject  matter
hereof, and there are no agreements, covenants or understandings,
among  the parties other than those set forth herein or  therein,
all  prior agreements and understandings being superseded hereby.
Except and as to the extent set forth in Sections 4 and 5 and  in
any  Schedule or Attachment thereto, in any certificate delivered
pursuant  to  Section  7,  or in any  of  the  other  Transaction
Agreements, neither party makes any representations or warranties
whatsoever,  and  disclaims all liability and responsibility  for
any representation or warranty made or communicated orally or  in
writing to the other party (including any information, opinion or
advice  that  may have been provided to the other  party  by  any
officer, director or employee of such party, such party's counsel
or  accountants, or any other agent, consultant or representative
of  such  party, none of which has been relied upon by the  other
party).

     11.7 Contribution and Assumption Agreement.  Nothing in this
Agreement  shall  affect  any rights  or  obligations  under  the
Contribution  and Assumption Agreement dated as of  December  22,
1997 among FSC, PLP and Freeport-McMoRan Inc.

     11.8  Choice  of  Law.  The validity of this Agreement,  the
construction of its terms and the determination of the rights and
duties  of  the parties hereto in accordance therewith  shall  be
governed  by  and construed in accordance with the  laws  of  the
State  of  Delaware  applicable  to  contracts  made  and  to  be
performed wholly within such State.  Each party consents  to  the
exclusive jurisdiction of the state courts of and federal  courts
located  in  the  State of Delaware for the  enforcement  of  the
obligations  evidenced by this Agreement and any dispute  arising
out  of  this  Agreement, and expressly waives any defense  based
upon venue or forum non conveniens.

     11.9 Parties in Interest and Assignment.  This Agreement shall be
binding  upon and inure to the benefit of the parties hereto  and
their  respective successors and no party hereto may  assign  its
rights or obligations hereunder without the prior written consent
of  the  other party.  Nothing in this Agreement is  intended  or
shall  be  construed to confer upon or to give any  person  other
than the parties hereto any rights or remedies under or by reason
of this Agreement.

    11.10     Amendment.  Unless otherwise provided herein, this
Agreement may be amended only by an agreement in writing signed
by each party hereto.

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

           [remainder of page intentionally left blank]
     IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement, all as of the day and year first above written.

                                FREEPORT-McMoRan SULPHUR LLC

                                By:  McMoRan Exploration Co., its Member

                                By:    /s/ Richard C. Adkerson
                                      --------------------------
                                Name:      Richard C. Adkerson
                                Title: Co-Chairmen of Board, President
                                        and Chief Executive Officer


                                McMoRan EXPLORATION CO.


                               By:    /s/ Richard C. Adkerson
                                      --------------------------
                                Name:      Richard C. Adkerson
                                Title: Co-Chairmen of Board, President
                                        and Chief Executive Officer



                                McMoRan OIL & GAS LLC

                                By:  McMoRan Exploration Co., its Member


                               By:    /s/ Richard C. Adkerson
                                      --------------------------
                                Name:      Richard C. Adkerson
                                Title: Co-Chairmen of Board, President
                                        and Chief Executive Officer




                                IMC GLOBAL INC.


                                By:       /s/ J. Reid Porter
                                     -----------------------------
                                Name:         J. Reid Porter
                                Title:  Executive Vice President and
                                           Chief Financial Officer


                                IMC PHOSPHATES MP, INC.

                                By:   /s/ J. Reid Porter
                                      -----------------------------
                                Name:     J. Reid Porter
                                Title:    Vice President



                                IMC PHOSPHATES COMPANY


                                By:    /s/ J. Reid Porter
                                      ----------------------------
                                Name:      J. Reid Porter
                                Title:   Vice President



                                PHOSPHATE RESOURCE PARTNERS
                                LIMITED PARTNERSHIP


                                By:     /s/ J. Reid Porter
                                       ---------------------------
                                Name:       J. Reid Porter
                                Title:  Executive Vice President and
                                          Chief Financial Officer