Exhibit 10.37



                   PURCHASE AND SALE AGREEMENT

                   Dated as of March 29, 2002

                          by and among

                  FREEPORT-McMoRan SULPHUR LLC,

                    McMoRan EXPLORATION CO.,

                      McMoRan OIL & GAS LLC

                               and

                 GULF SULPHUR SERVICES LTD., LLP



                        TABLE OF CONTENTS

                                                         Page No.

ARTICLE I.
          DEFINITIONS                                           1
ARTICLE II.
          PURCHASE AND SALE                                     6
     2.1  PURCHASE AND SALE OF ASSETS                           6
     2.2  EXCLUDED ASSETS                                       8
     2.3  ASSUMPTION OF SPECIFIED LIABILITIES                   9
     2.4  EXCLUDED LIABILITIES                                  9
     2.5  CONSIDERATION                                        11
     2.6  CLOSING ADJUSTMENT.                                  11
     2.7  SUBSEQUENT CLOSING ADJUSTMENT.                       12
     2.8  TRANSFER OF TITLE                                    13
     2.9  OTHER ADJUSTMENTS                                    13
     2.10 SULPHUR ENTERPRISE                                   13
ARTICLE III.
          THE CLOSING                                          13
     3.1  CLOSING                                              13
     3.2  DELIVERIES AT CLOSING                                14
ARTICLE IV.
          REPRESENTATIONS OF SELLER                            15
     4.1  ORGANIZATION                                         15
     4.2  AUTHORIZATION; ENFORCEABILITY                        15
     4.3  NO APPROVALS OR CONFLICTS                            15
     4.4  ASSETS.                                              16
     4.5  MATERIAL CONTRACTS                                   16
     4.6  LITIGATION AND CLAIMS                                17
     4.7  PROPRIETARY RIGHTS                                   17
     4.8  EMPLOYEES AND EMPLOYMENT MATTERS.                    17
     4.9  INTERESTS IN SUPPLIERS, CUSTOMERS AND COMPETITORS    18
     4.10 ENVIRONMENTAL MATTERS                                18
     4.11 COMPLIANCE WITH LAWS                                 19
     4.12 LICENSES AND PERMITS                                 19
     4.13 ABSENCE OF CERTAIN CHANGES                           19
     4.14 BROKER'S OR FINDER'S FEES                            19
     4.15 TAXES; ERISA                                         20
     4.16 INSURANCE; SURETY BONDS.                             20
     4.17 FINANCIAL.                                           20
     4.18 REAL PROPERTY.                                       20
     4.19 ILLEGAL ACTIVITY                                     21
     4.20 FAIR VALUE                                           22
     4.21 COMPLETE DISCLOSURE                                  22
ARTICLE V.
          REPRESENTATIONS OF BUYER                             22
     5.1  ORGANIZATION                                         22
     5.2  AUTHORIZATION; ENFORCEABILITY                        22
     5.3  NO APPROVALS OR CONFLICTS                            22
     5.4  BROKER'S OR FINDER'S FEES                            23
     5.5  PROCEEDINGS                                          23
     5.6  INVESTIGATION.                                       23
ARTICLE VI.
          PRE-CLOSING COVENANTS                                23
     6.1  TIME OF ESSENCE; COOPERATION AND BEST EFFORTS.       23
     6.2  HART-SCOTT-RODINO FILING                             24
     6.3  PUBLIC STATEMENTS                                    24
     6.4  REVIEW OF THE BUSINESS                               24
     6.5  CONDUCT OF BUSINESS PRIOR TO THE CLOSING DATE.       24
     6.6  NO OTHER NEGOTIATIONS                                25
     6.7  NOTIFICATION OF CHANGES                              25
     6.8  NO INTENTIONAL ACTS                                  26
     6.9  AVAILABILITY OF EMPLOYEES                            26
     6.10 TANK AND BARGE REPAIRS                               26
     6.11 REPRESENTATIONS, WARRANTIES AND COVENANTS            26
     6.12 SELLER COOPERATION                                   26
     6.13 SELLER'S COMMERCIAL EFFORTS                          26
ARTICLE VII.
          CONDITIONS TO CLOSING                                26
     7.1  CONDITIONS APPLICABLE TO ALL PARTIES                 26
     7.2  CONDITIONS TO THE BUYER'S OBLIGATIONS                27
     7.3  CONDITIONS TO THE SELLER'S OBLIGATIONS               28
ARTICLE VIII.
          TAX MATTERS                                          28
ARTICLE IX.
          INDEMNIFICATION; SURVIVAL OF REPRESENTATIONS         29
     9.1  INDEMNIFICATION.                                     29
     9.2  NOTICE AND DEFENSE OF CLAIMS.                        30
     9.3  SURVIVAL OF REPRESENTATIONS AND WARRANTIES           30
     9.4  LIMITATIONS                                          31
     9.5  ADJUSTMENT TO PURCHASE PRICE                         32
ARTICLE X.
          OTHER POST-CLOSING COVENANTS                         32
     10.1 TRANSFER TAXES                                       32
     10.2 ASSIGNMENT OF CERTAIN CONTRACTS                      32
     10.3 FURTHER ASSURANCES                                   32
     10.4 RECORD RETENTION                                     32
     10.5 MAIL AND OTHER COMMUNICATIONS.                       33
     10.6 WARN ACT NOTICE                                      33
     10.7 REASONABLE COOPERATION                               33
     10.8 RISK OF LOSS                                         33
     10.9 COVENANT NOT TO COMPETE; CONFIDENTIALITY             33
     10.10 ACCOUNTS RECEIVABLE                                 34
     10.11 ENVIRONMENTAL MATTERS.                              34
     10.12 CONFIDENTIALITY AGREEMENTS WITH THIRD PARTIES       38
     10.13 DOCKING RIGHTS                                      38
     10.14 RIGHT OF ACCESS                                     38
     10.15 DEVON SETTLEMENT AGREEMENT                          38
ARTICLE XI.
          TERMINATION                                          39
     11.1 TERMINATION                                          39
     11.2 EFFECT OF TERMINATION; SURVIVAL                      39
     11.3 EXCLUSIVE TERMINATION RIGHTS                         39
ARTICLE XII.
          MISCELLANEOUS                                        39
     12.1 NOTICES                                              39
     12.2 WAIVER                                               41
     12.3 EXPENSES                                             41
     12.4 INTERPRETATION.                                      42
     12.5 INTEGRATED AGREEMENT                                 42
     12.6 CHOICE OF LAW                                        42
     12.7 GUARANTY                                             43
     12.8 PARTIES IN INTEREST AND ASSIGNMENT                   43
     12.9 AMENDMENT                                            43
     12.10COUNTERPARTS                                         43
     12.11SPECIFIC PERFORMANCE                                 43


                   PURCHASE AND SALE AGREEMENT

     THIS PURCHASE AND SALE AGREEMENT (the "Agreement"), dated as
of  March 29, 2002, is by and among Freeport-McMoRan Sulphur LLC,
a  Delaware  limited liability company ("Seller"),  Gulf  Sulphur
Services   Ltd.,  LLP,  a  Texas  limited  liability  partnership
("Buyer"),  McMoRan Exploration Co., a Delaware  corporation  and
sole  member  of Seller ("MMR"), and McMoRan Oil  &  Gas  LLC,  a
Delaware limited liability company ("MOXY").

                      W I T N E S S E T H:

     WHEREAS,  Seller desires to sell certain assets  and  convey
certain   liabilities   relating  to   its   transportation   and
terminaling  business and Buyer desires to purchase  such  assets
and assume such liabilities as provided in this Agreement; and

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

                   ARTICLE I.     DEFINITIONS

     For  all  purposes  of this Agreement, except  as  otherwise
expressly provided or unless the context otherwise requires, each
of the following terms shall have the meanings set forth below:

     "Acquired Assets" has the meaning specified in Section 2.1.

     "Affiliate"  means, with respect to any  Person,  any  other
Person  that,  directly  or  indirectly,  through  one  or   more
intermediaries, controls, has the right to control (in fact or by
agreement),  is controlled by, or is under common  control  with,
such  Person.   As  used in this definition, each  of  the  terms
"controls,"  "has  the  right to control,"  "controlled  by"  and
"under  common  control with" means the possession,  directly  or
indirectly, of the power to direct or cause the direction of  the
management and policies of a Person, whether through ownership of
voting securities, by contract or otherwise.

     "Agreement"  has  the meaning specified in the  introductory
paragraph.

     "Asset  Sale"  means  the sale of the Acquired  Assets,  the
assumption  of  the Assumed Liabilities, and the payment  of  the
Purchase Price in accordance with this Agreement.

     "Assumed  Liabilities" has the meaning specified in  Section
2.3.

     "Barge Repairs" has the meaning specified in Section 6.10.

     "Benefit  Arrangement"  means any employment,  severance  or
similar  contract,  or  any  other  contract,  plan,  policy   or
arrangement  providing  for compensation, bonus,  profit-sharing,
stock  option  or other stock related rights or  other  forms  of
incentive or deferred compensation, vacation or other compensated
absences,   insurance   coverage  (including   any   self-insured
arrangement),  health  or medical benefits, disability  benefits,
and  post-employment  and  retirement  benefits,  other  than  an
Employee Plan that (a) is maintained, administered or contributed
to  by  Seller,  MMR  or any ERISA Affiliate or  (b)  covers  any
employee or former employee of Seller.

     "Brokers" has the meaning specified in Section 2.4(c).

     "Business"  means the Seller's business activities  relating
to   the  terminaling,  handling,  transporting  and  storage  of
sulphur,  but expressly excluding the (a) purchase  and  sale  of
sulphur,  (b)  mining and exploitation of sulphur,  (c)  Excluded
Assets  and  the  operation thereof, and (d)  sale,  terminaling,
handling,  transportation and storage  of  sulphur  recovered  in
connection with the ordinary course of oil and gas production and
related  activities  by Seller, MMR or any  of  their  respective
Affiliates.

     "Business Day" means any day of the year on which banks  are
not required or authorized to be closed in New York City.

     "Buyer"  has  the  meaning  specified  in  the  introductory
paragraph.

     "Buyer  Indemnitees"  has the meaning specified  in  Section
9.1.

     "Buyer's  Ancillary Documents" has the meaning specified  in
Section 5.2.

     "Buyer's  Indemnity  Basket" has the  meaning  specified  in
Section 9.4(a)(ii).

     "CAA"  has  the  meaning  specified  in  the  definition  of
"Environmental Laws."

     "CERCLA"  has  the  meaning specified in the  definition  of
"Environmental Laws."

     "Closing" means the closing of the Asset Sale.

     "Closing  Adjustment" has the meaning specified  in  Section
2.6(a).

     "Closing Date" means the date on which the Closing occurs.

     "COBRA"  means part 6 of Subtitle B of Title I of  ERISA  or
Section 4980B of the Code.

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

     "Confidentiality   Agreements"  means  the   Confidentiality
Agreement by and between IMC Phosphates Company and Seller  dated
as  of  March  14, 2000, as amended by Amendment  No.  1  to  the
Confidentiality Agreement dated as of October 31, 2000,  and  the
Confidentiality  Agreement by and between Savage Industries  Inc.
and Seller dated as of August 22, 2000.

     "Contracts" has the meaning specified in Section 2.1(f).

     "Criteria"   has   the   meaning   specified   in    Section
10.11(c)(vii).

     "CWA"  has  the  meaning  specified  in  the  definition  of
"Environmental Laws."

     "Devon  Settlement  Agreement" means  the  Letter  Agreement
between  Devon Energy Corp. and Seller dated August 22, 2000  and
the  escrow  account established in connection with  that  Letter
Agreement.

     "Disclosure Schedules" means the schedules required by  this
Agreement and attached hereto.

     "Employee  Plan" means (a) a plan or arrangement as  defined
in  Section 3(3) of ERISA that (i) is maintained, administered or
contributed  to  by  Seller, MMR or any ERISA Affiliate  or  (ii)
covers any employee or former employee of Seller.

     "Environmental  Laws"  mean the Comprehensive  Environmental
Response, Compensation and Liability Act ("CERCLA"), 42 USC  9601
et  seq., as amended; the Resource Conservation and Recovery  Act
("RCRA"),  42  USC 6901, et seq., as amended; the Clean  Air  Act
("CAA"),  42 USC 7401, et seq., as amended; the Clean  Water  Act
("CWA") 33 USC 1251, et seq., as amended; the Occupational Safety
and  Health  Act,  29  USC 651, et seq., as amended,  regulations
issued  by  the United States Coast Guard, regulations issued  by
the  United  States Department of Transportation  and  any  other
federal,  state, local or municipal laws, statutes,  regulations,
rules, or ordinances imposing liability or establishing standards
of  conduct  for the protection of the environment, human  health
and safety, including, without limitation, all Environmental Laws
governing  the  generation, use, collection, treatment,  storage,
transportation,   recovery,  removal,   discharge,   manufacture,
processing,  distribution,  handling  or  disposal  of  Hazardous
Materials  and  all  Environmental Laws imposing  record-keeping,
maintenance,  testing,  inspection,  notification  and  reporting
requirements with respect to Hazardous Materials.

     "Environmental    Permits"    means    licenses,    permits,
registrations,  governmental approvals, agreements  and  consents
which  are required under or are issued pursuant to Environmental
Laws and all claims and rights of Seller thereunder to the extent
relating to the Business or the Acquired Assets.

     "Equipment and Vessels" has the meaning specified in Section
2.1(c).

     "Equipment/Vessel  Lease"  has  the  meaning  specified   in
Section 2.1(d).

     "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

     "ERISA  Affiliate" means any Person that is along  with  the
Seller,  a  member  of  a  controlled group  of  corporations,  a
controlled  group  of  trades  or businesses,  or  an  affiliated
service group, as described in section 414(b), (c), or (m) of the
Code  or that is required to be aggregated with the Seller  under
section 414(o) of the Code.

     "Escrow Agent" has the meaning specified in Section 2.5(c).

     "Escrow Amount" has the meaning specified in Section 2.5(c).

     "Excluded Assets" has the meaning specified in Section 2.2.

     "Excluded Liabilities" has the meaning specified in  Section
2.4.

     "GAAP" means generally accepted accounting principles in the
United  States  of  America, consistently applied  for  the  time
period involved.

     "General Partner" has the meaning specified in Section 5.1.

     "Hazardous  Materials"  means  any  pollutant,  contaminant,
pesticide, petroleum or petroleum fuel, radioactive substance, or
hazardous  or extremely hazardous, special, dangerous,  or  toxic
waste,  substances, chemicals or materials which  are  "hazardous
substances" as defined in CERCLA,  "hazardous waste"  as  defined
in RCRA, "hazardous air pollutants" as defined under the CAA, and
"hazardous substances" as defined under the CWA.

     "HSR Act" has the meaning specified in Section 6.2.

     "IMC" means IMC Global Inc.

     "Indemnified  Person" has the meaning specified  in  Section
9.2(a).

     "Indemnifying Person" has the meaning specified  in  Section
9.2(a).

     "Indemnity  Claim"  has  the meaning  specified  in  Section
9.2(a).

     "Independent Auditor" means Deloitte & Touche  LLP  or  such
other  nationally recognized accounting firm mutually  acceptable
to Buyer and Seller that has not represented either party (or any
of its Affiliates) in the previous three years.

     "Intellectual Property" has the meaning specified in Section
2.1(h).

     "Investigatory  Workplan"  has  the  meaning  specified   in
Section 10.11(c)(i).

     "Knowledge of Seller" means actual knowledge of all officers
of MMR and Seller and managerial/supervisory employees of MMR and
Seller who are involved in Seller's sulphur business.

     "Leased Equipment and Vessels" has the meaning specified  in
Section 2.1(d).

     "Leased  Premises"  has  the meaning  specified  in  Section
2.1(b).

     "Licenses  and Permits" has the meaning ascribed in  Section
2.1(g).

     "Lien"  means,  with respect to any Acquired Asset,  whether
contingent  or absolute, any title defect, lien, deed  of  trust,
mortgage,   easement,   covenant,   pledge,   charge,    transfer
restriction,  right of first refusal, preemptive  right,  option,
claim, security interest, right of others or other encumbrance of
any nature whatsoever.

     "Losses" means all liabilities, demands, claims, actions  or
causes of action, regulatory, legislative or judicial proceedings
or investigations, assessments, levies, losses, fines, penalties,
interest,  damages,  diminution of  value,  costs  and  expenses,
including,    without    limitation:    reasonable    attorneys',
accountants',  investigators', and experts'  fees  and  expenses,
sustained   or  incurred  in  connection  with  the  defense   or
investigation of any of the foregoing.

     "Master  Agreement" means the Master Agreement among Seller,
MMR, IMC, Savage and Buyer executed contemporaneously herewith.

     "MMR"   has   the  meaning  specified  in  the  introductory
paragraph.

     "Multiemployer Plan" means a plan or arrangement as  defined
in Section 3(37) of ERISA.

     "Notice" has the meaning specified in Section 12.1.

     "Owned  Terminals Side Agreement" means the Owned  Terminals
Side  Agreement  among  Seller,  Buyer,  MMR  and  MOXY  executed
contemporaneously herewith.

     "Premises  Lease"  has  the  meaning  specified  in  Section
2.1(b).

     "Pennzoil Asset Purchase Agreement" means the Asset Purchase
Agreement  between  Freeport-McMoran Resource  Partners,  Limited
Partnership and Pennzoil Company dated October 22, 1994.

     "Permitted  Lien" means (a) Liens consisting  of  zoning  or
planning  restrictions, easements, permits and other restrictions
or  limitations on the use of real property that in each case are
set  forth on Schedule 1.0, (b) statutory Liens for current taxes
or  assessments on property that are accrued but not yet payable,
(c)  mechanic's,  materialman's and other  liens  for  goods  and
services  incorporated  into  or provided  with  respect  to  the
property  encumbered thereby arising by operation of law  in  the
ordinary  course  of  business,  provided  that  the  obligations
secured  by such Liens (i) are not yet due and owing and (ii)  do
not  materially interfere with the use or enjoyment of any of the
Business  properties or assets and do not materially  impair  the
marketability thereof, (d) statutory Liens in favor of lessors of
real  property on personal property located on such real property
provided that the obligations secured by such Liens (i)  are  for
amounts  not  yet  due  and  owing and  (ii)  do  not  materially
interfere  with  the  use or enjoyment of  any  of  the  Business
properties   or   assets  and  do  not  materially   impair   the
marketability  thereof,  and (e) any  other  Liens  reflected  as
exceptions  on  the  title  insurance commitments  set  forth  on
Schedule  1.0 covering real property; provided that any  of  such
Liens securing obligations for borrowed money will be released at
or  before  the Closing, and with respect to (c) and  (d)  above,
will  remain the responsibility of Seller for the period  through
Closing.

     "Person" means any natural person, corporation, partnership,
limited  liability  company,  trust  and  any  other  entity   or
organization  of  any kind, including governmental  or  political
subdivisions or agencies or instrumentalities thereof.

     "Premises  Lease"  has  the  meaning  specified  in  Section
2.1(b).

     "Purchase Price" has the meaning specified in Section 2.5.

     "RCRA"  has  the  meaning specified  in  the  definition  of
"Environmental Laws."

     "Real Property" has the meaning ascribed in Section 2.1(a).

     "Release" means any spill, discharge, leach, leak, emission,
escape,  injection,  dumping  or other  release  of  a  Hazardous
Material  into  the environment, including any Release  which  is
subject to but not in compliance with Environmental Laws, whether
or   not  notification  or  reporting  of  such  Release  to  any
governmental agency was or is required.

     "Remedial  Workplan"  has the meaning specified  in  Section
10.11(c)(ii).

     "Remediation  Site"  has the meaning  specified  in  Section
10.11(c).

     "Report" has the meaning specified in Section 5.6(b).

     "Savage" means Savage Industries Inc.

     "Seller"  has  the  meaning specified  in  the  introductory
paragraph.

     "Seller/IMC Agreement" means the Agreement between  IMC  and
Seller executed contemporaneously herewith.

     "Seller's Ancillary Documents" has the meaning specified  in
Section 4.2.

     "Seller's Indemnitees" has the meaning specified in  Section
9.1(b).

     "Seller's  Indemnity  Basket" has the meaning  specified  in
Section 9.4(a)(i).

     "Settlement  Agreement" means the Compromise and  Settlement
Agreement  between IMC Global Inc., its subsidiary IMC Phosphates
Company,  Phosphate Resources Partners Limited  Partnership,  and
McMoRan   Exploration  Co.,  its  subsidiaries  Freeport  McMoRan
Sulphur  LLC  and McMoRan Oil & Gas LLC, in the form attached  to
the Master Agreement.

     "Shut-Down Obligations" has the meaning set forth in Section
10.11(e).

     "Subsequent Closing Adjustment" has the meaning specified in
Section 2.7.

     "Sulphur  Inventory"  has the meaning specified  in  Section
2.2(k).

     "Supplemental  Sampling Data" has the meaning  specified  in
Section 5.6(b).

     "Tank Repairs" has the meaning specified in Section 6.10.

     "Taxes"  means all federal, state, local, foreign  or  other
net income, gross income, gross receipts, sales, use, ad valorem,
severance, stamp, license, payroll, employment, social  security,
unemployment, disability, registration, value-added,  alternative
or  add-on  minimum,  estimated, transfer,  franchise,  property,
withholding or other taxes, fees, assessments or charges  of  any
kind  whatever,  together with any interest  and  any  penalties,
additions to tax or additional amounts with respect thereto,  and
the term "Tax" means any one of the foregoing.

     "Tax  Returns"  means  all returns,  declarations,  reports,
statements and other documents required to be filed in respect of
Taxes, and the term "Return" means any one of the foregoing.

     "Terminal Sites" means the location of the terminals used in
the Business and more fully described on Exhibit A.

     "Ton" means long ton.

     "Vessels" means the vessels owned by Seller as set forth  on
Schedule 2.1(c).

     "WARN Act" has the meaning specified in Section 10.6.

                ARTICLE II.    PURCHASE AND SALE

     2.1  Purchase and Sale of Assets.  Upon the terms and subject to
the conditions set forth in this Agreement, at the Closing Seller
shall  convey,  assign, transfer and deliver to Buyer  and  Buyer
shall acquire and accept from Seller, free and clear of all Liens
(other  than Permitted Liens), all of the assets, properties  and
rights of Seller of every kind, nature and description, corporeal
or incorporeal, tangible or intangible, used in the Business, but
excluding  the  Excluded  Assets  (collectively,  excluding   the
Excluded  Assets,  the "Acquired Assets").  The  Acquired  Assets
shall include, but not be limited to, the following:

          (a)  Except as set forth in the Owned Terminals Side Agreement,
the  real  property constituting the Terminal Sites set forth  on
Schedule  2.1(a),  together  with all buildings,  structures  and
improvements  located thereon and fixtures attached  thereto  and
all rights of way, privileges, easements and servitudes attendant
thereto (the "Real Property");

(b)  The real estate leases (each, a "Premises Lease")
constituting the Terminal Sites set forth on Schedule 2.1(b)
(collectively, the "Leased Premises"), in each case to be
transferred by an assignment and assumption of lease agreement;

(c)  The equipment, vehicles and Vessels set forth on Schedule
2.1(c) (collectively, the "Equipment and Vessels");

(d)  The personal property charters, contracts of affreightment
and/or   leases   set   forth  on  Schedule   2.1(d)   (each,   a
"Equipment/Vessel Lease") with respect to the property  described
therein   and   the   property  set  forth  on  Schedule   2.1(d)
(collectively, the "Leased Equipment and Vessels"), in each  case
to  be  transferred  by  an assignment and  assumption  of  lease
agreement;

(e)  All of Seller's assets located on the Terminal Sites (other
than  the Marine Duval), including, but not limited to machinery,
furniture,   tools,  spare  parts,  supplies,  fuel,  lubricants,
computers,  printers,  other shop and  office  equipment,  mobile
equipment and other personal property;

(f)  All claims and rights of the Seller under all other
agreements,   contracts,   leases,  and   other   contracts   and
commitments of the Seller used in the Business, each of which  is
more particularly described on Schedule 2.1(f) (collectively, the
"Contracts") other than any such Contracts set forth on  Schedule
2.2(l);

(g)  All of Seller's licenses, permits, consents, use agreements,
approvals,  authorizations and certificates  of  any  regulatory,
administrative or other governmental agency or body used  in  the
Business  and  all  claims and rights of Seller  thereunder  (the
"Licenses  and Permits") and Seller's Environmental Permits,  all
of which collectively are more particularly described on Schedule
2.1(g);

(h)  Seller's patents, know-how and technology used in the
Business, all of which is set forth on Schedule 2.1(h)
(collectively, "Intellectual Property");

(i)  All books and maintenance, operations, Tax Returns (other
than income and franchise Tax Returns), and other records of
Seller located at the Terminal Sites and any other books and
records (wherever located), in each case, to the extent related
to the present operations of the Business and the historical
books and records related to the business activities involving
the Acquired Assets; it being understood by Buyer that it may not
be possible to segregate certain records from MMR's and Seller's
records but that Seller may retain copies of information set
forth in such records to the extent they do not relate
exclusively to the Business;

(j)  All computer software programs set forth on Schedule 2.1(j);

(k)  All prepaid expenses with respect to the Acquired Assets;

(l)  All rights and interests of Seller arising under any claim
or potential claim against any person or any other contingent
assets, whether arising under contract rights, warranties,
subrogation rights or at law or equity, including without
limitation all claims against suppliers, customers and insurance
underwriters and brokers, in each case only to the extent they
arise out of the Business following the Closing;

(m)  All other assets, including but not limited to machinery,
furniture,   tools,  spare  parts,  supplies,  fuel,  lubricants,
computers,  printers,  other shop and  office  equipment,  mobile
equipment and other personal property of Seller, which  are  used
in, or required for the Business, other than Excluded Assets; and

(n)  Sulphur inventory on vessels in transit which will become
the property of ExxonMobil upon delivery.

     2.2  Excluded Assets.  Notwithstanding the provisions of Section
2.1 hereof, the Acquired Assets do not include the following (the
"Excluded Assets"):

          (a)   All rights of Seller under this Agreement and the
instruments and agreements delivered to Seller by Buyer  pursuant
to this Agreement;

          (b)  Except as provided in Section 2.1(l), cash and cash
equivalents, bank accounts, deposits, escrow accounts  and  other
financial assets;

          (c)  All insurance policies and rights thereunder, including
without  limitation  all  claims receivable  and  rights  to  any
cancellation  value,  return premium,  return  fees  and  finance
contract credits in existence on the Closing Date or arising  out
of the cancellation of policies in effect on the Closing Date;

          (d)  All assets relating to any pension, stock bonus, stock
option, or other related rights, medical (including self-insured
arrangement), dental, life, disability, workers' compensation,
vacation, deferred compensation, bonus, incentive plan, or any
other segregated funds for the benefit of Seller's employees, and
any claims for insurance or any other funding vehicle for Benefit
Arrangements or Employee Plans;

          (e)  All accounts receivable of Seller as of the Closing Date;

          (f)  All marks of Seller, including without limitation any and
all  trademarks or service marks, trade names, slogans  or  other
like property relating to or including the name "Freeport-McMoRan
Sulphur LLC" or "Freeport-McMoRan" or "Freeport" or "McMoRan" and
all  derivations, variations and abbreviations thereof; provided,
however,  that  Buyer  shall  have a  reasonable  time  following
Closing,  but  in no event more than thirty (30) days  after  the
Closing  Date,  to remove all such trademarks or  service  marks,
trade  names,  slogans or other like property  from  any  of  the
Acquired Assets;

          (g)  All rights and interests of Seller arising under any claim
or  potential  claim against any person or any  other  contingent
assets,   whether  arising  under  contract  rights,  warranties,
subrogation  rights  or  at  law  or  equity,  including  without
limitation all claims against suppliers, customers and  insurance
underwriters  and brokers, in each case only to the  extent  they
(i) do not arise out of the Business or (ii) arise on or prior to
Closing;

          (h) The Agreement for Sulphur Supply dated as of July 1, 1993,
as amended, among Seller (as successor to Freeport-McMoRan
Resource Partners, Limited Partnership and IMC Global Operations,
Inc.) and IMC Phosphates Company (formerly IMC-Agrico Company);

          (i)  Except as set forth on Schedule 2.2(i), Seller's Port
Sulphur  facility and all personal property located  at  Seller's
Port Sulphur facility and at Seller's New Orleans offices;

          (j)  Other properties, claims and rights set forth on Schedule
2.2(j)  and those not otherwise constituting Acquired Assets  and
in each case spare parts relating thereto;

          (k)  All of Seller's liquid sulphur inventory as of the Closing
Date (collectively, the "Sulphur Inventory") and records relating
to the Sulphur Inventory;

          (l)  The contracts described on Schedule 2.2(l) which will be
terminated in connection with the Closing, assigned to IMC or its
Affiliates, or retained by Seller; and

          (m)  All rights and interests to any revenue or income from the
Excluded Assets and the proceeds from the sale or transfer of the
Excluded Assets.

     2.3  Assumption of Specified Liabilities.  Upon the terms and
subject  to  the conditions set forth in this Agreement,  at  the
Closing,  Buyer will assume only (a) the payment and  performance
obligations of the Business arising after the Closing Date  under
the Contracts, Premises Leases, Equipment/Vessel Leases, Licenses
and  Permits,  and  Environmental Permits  that  are  effectively
assigned  to  Buyer  or  as to which Buyer  effectively  has  the
benefits  pursuant  to Section 10.2, (b) Seller's  obligation  to
redeliver to ExxonMobil the sulphur described in Section  2.1(n),
(c)  obligations  pursuant  to  the  arrangements  identified  on
Schedule 2.1(f) item 23, and (d) obligations approved by Buyer in
accordance  with the following procedures: after  April  1,  2002
Seller  will communicate with Terrence Savage at (801)  261-6637,
email:  Terrence@savageind.com, fax  (801)  269-0543  to  request
Buyer's approval to incur any obligation prior to Closing  in  an
amount  equal  to or greater than TWO THOUSAND FIVE  HUNDRED  AND
00/100  DOLLARS ($2500.00), which shall become due after  Closing
and  shall incur only such obligations as are approved in writing
by  Mr.  Savage  or  his  designee in  his  or  their  reasonable
discretion.

2.4  Excluded Liabilities.  Except for the Assumed Liabilities,
Buyer shall not assume and shall not be responsible for any
liabilities, obligations or commitments (the "Excluded
Liabilities").  The Excluded Liabilities shall include, but not
be limited to:
          (a)  Any liabilities or obligations associated with the Excluded
Assets;

          (b)  All liabilities or obligations relating to any accounts
payable  (which  will be paid by Seller to the extent  not  being
contested  in  good faith by Seller) of the Business  as  of  the
Closing Date;

          (c)  Any liabilities or obligations to brokers, including without
limitation  JP Morgan Chase & Co. (the "Brokers") in  respect  of
brokerage or finder's fees or expenses arising out of or relating
to the transactions contemplated hereby;

          (d)  Any liabilities or obligations arising out of or relating to
a  matter  the nondisclosure of which results in a  breach  of  a
representation or warranty of Seller contained herein;

          (e)  All liabilities or obligations arising out of claims made by
any  person  employed by Seller in the Business  for  payment  of
costs  incurred with respect to employment with Seller under  any
medical insurance plan;

          (f)  All liabilities or obligations arising out of incidents or
events  with respect to any person employed at the time  of  such
incident  or event by Seller (or personnel supplied by contractor
to  Seller  with respect to the Business) for payment or  benefit
under any state workers' compensation statute or other law;

          (g)  All liabilities or obligations of the Business that arise
out of, result from or relate to personal injury or property
damage (including as set forth in Section 10.11(a)) that occur or
have occurred prior to the Closing Date;

          (h)  Any liabilities or obligations for Taxes for periods prior
to  and including the Closing Date, except as otherwise expressly
provided in this Agreement;

          (i)  Except as provided in Section 2.3, all liabilities or
obligations of the Business or relating to an Acquired Asset that
arise  out  of, result from, or relate to, any violation  of  any
applicable   law,   statute,  ordinance,  regulation   or   other
governmental requirement, to the extent that such liabilities  or
obligations are attributable to actions taken or events occurring
prior to the Closing Date;

          (j)  Any liabilities or obligations to employees of Seller or
the Business, including but not limited to, any Benefit Arrangement,
Employee Plan, Multiemployer Plan, COBRA, ERISA, severance, bonus
or other compensation payments to employees of Seller or the
Business (including any determination of such liability or
obligation by a court or government agency), and any liabilities
for salaries, wages, bonuses, vacation pay and other compensation
which are owed to employees of Seller or the Business (as used in
this Section 2.4(j), "employees" includes current (through the
Closing), former and retired employees of Seller or the Business
and employees of contractors provided to Seller);

         (k)  Any liabilities or obligations with respect to indebtedness
for borrowed money, or any capitalized lease obligations;

         (l)  Regarding Excluded Assets, any liabilities or obligations
with  respect to, relating to, associated with or arising out  of
any  applicable Environmental Laws or environmental  matter  with
respect  to:  (i)  the  ownership,  occupancy,  use,  control  or
condition   of  the  Excluded  Assets(including  any  liabilities
arising out of or relating to the operation or ownership  of  the
Main  Pass  mines);  (ii) the purchase and  sale  of  sulphur  by
Seller; (iii) mining and exploitation of sulphur by Seller;  (iv)
sale,  terminaling,  handling,  transportation  and  storage   of
sulphur recovered in connection with the ordinary course  of  oil
and  gas production and related activities by Seller, MMR or  any
of  their  respective  Affiliates; and (v)  any  Release  of  any
Hazardous  Material at the Excluded Assets or any other  property
to  which Hazardous Materials generated by the operations of  the
Excluded Assets were sent or came to be present;

        (m)  Regarding the Business or Acquired Assets, and other than
specified  Shut-Down  Obligations with respect  to  the  Terminal
Sites  as  set  forth  in  Section  10.11,  any  liabilities   or
obligations with respect to, or relating to, associated  with  or
arising out of any applicable Environmental Laws or environmental
matter  with  respect  to:   (i) the ownership,  occupancy,  use,
control  or  condition of the Business or Acquired Assets  on  or
prior  to Closing; and (ii) any Release of any Hazardous Material
by  the  Business or at the Acquired Assets or any other property
to  which Hazardous Materials generated by the operations of  the
Business  or the Acquired Assets were sent or came to be present,
in either case on or prior to Closing;

       (n)  Any liabilities or obligations under the Devon Settlement
Agreement, and the Pennzoil Asset Purchase Agreement or any other
agreement or arrangement with Devon Energy Corp. or Pennzoil
Company;

       (o)  Any costs or expenses arising in connection with the
scheduled  dry docking and re-certification of the M/V  Benno  C.
Schmidt  and  any  repairs in connection  therewith  (which  will
commence prior to Closing);

      (p)  Any liability or obligation arising prior to Closing except
as expressly provided in this Agreement; and

      (q)  Without limitation by the specific enumeration of the
foregoing,  any liabilities or obligations not expressly  assumed
by Buyer pursuant to the provisions of Section 2.3.

     2.5  Consideration.  The consideration for the Acquired Assets
shall    be   (i)   FIFTY-TWO   MILLION   AND   00/100    DOLLARS
($52,000,000.00)  (the "Purchase Price") to be adjusted  pursuant
to  Sections 2.6, and 2.9 and (ii) the assumption of the  Assumed
Liabilities.  At the Closing, Buyer shall:

     (a)  Pay to Seller, by wire transfer of immediately available
funds to an account designated in writing by Seller not less than
one Business Day prior to the Closing, an amount equal to (i) the
Purchase Price, less (ii) the Escrow Amount (as herein defined);

     (b)  Execute an agreement pursuant to which Buyer shall assume
the Assumed Liabilities;

     (c)  Deposit, on behalf of Seller and pursuant to a written
letter  of direction from Seller, with JP Morgan Chase &  Co.  as
escrow  agent  (the  "Escrow  Agent"),  an  amount  (the  "Escrow
Amount") equal to the sum of (i) the amount reasonably determined
by  Buyer  to be necessary to complete the Tank Repairs  and  the
Barge  Repairs, plus (ii) the maximum amount (not to exceed  FOUR
HUNDRED  THOUSAND  AND  00/100 DOLLARS ($400,000.00))  reasonably
estimated by Buyer to be necessary to secure Seller's performance
of  the  Remedial  Workplan and other obligations  set  forth  in
Section  10.11(c).  Such funds (plus all income accrued  thereon)
shall   be   maintained  by  Escrow  Agent  to  secure   Seller's
obligations set forth in Sections 6.10 and 10.11(c).  The  Escrow
Amount  shall be administered and payable in accordance  with  an
escrow  agreement reasonably acceptable to the parties,  and  any
amounts remaining in the escrow account shall be remitted to  the
Seller  (x)  in  the  case  of the escrow  described  in  Section
2.5(c)(i) after completion of repairs and (y) in the case of  the
escrow  described in Section 2.5(c)(ii) following  completion  of
remediation  at the Remediation Site as determined under  Section
10.11(c); and

     (d)  Provision shall be made for payment at the Closing out of
the net proceeds for discharge of all Liens (other than Permitted
Liens)  and  payment of all amounts incurred through the  Closing
Date  (based on an accrual basis of accounting) to third  parties
under  all  Contracts and Equipment/Vessel Leases and  all  other
agreements,  contracts,  leases  and  commitments  used  in   the
Business including liens for goods and services.

Within  ninety  (90) days following Closing, Buyer shall  prepare
and  deliver to Seller an allocation of the Purchase Price  among
the  Acquired Assets and the restrictive covenants set  forth  in
Section  10.9  hereof, which allocation shall be consistent  with
the requirements of Section 1060 of the Code.

     2.6  Closing Adjustment.

    (a)  The following adjustments and prorations with respect to the
Acquired  Assets (the "Closing Adjustment") shall be computed  as
of  the  end  of the Closing Date (except as otherwise  expressly
provided below), in accordance with the following:

 (i)  Seller shall be responsible for and pay all expenses with
respect  to,  and  shall be entitled to receive  and  retain  all
revenue from, the Acquired Assets accruing through the end of the
Closing  Date, regardless of when paid (in the case of  expenses)
or received (in the case of revenue);

(ii) Pursuant to Schedule 2.6(a)(ii) and to the extent not set
forth on Schedule 2.6(a)(ii), any expenses, revenues or other
payments due to or from Seller with respect to the Acquired
Assets (excluding maintenance costs and other expenses which are
Excluded Liabilities) that relate to a period of time which
includes but does not end on the Closing Date, including without
limitation rental payments under the Premises Leases and
Equipment/Vessel Leases, taxes, license fees and those set forth
on Schedule 2.6(a)(ii), shall be prorated on an equitable basis
(provided that Buyer received post-Closing value for such service
in its reasonable discretion, and provided further that Buyer
shall not have the discretion to determine whether it will
receive post-Closing value with respect to the matters assumed
under Section 2.3 or described on Schedule 2.6(a)(ii)) taking
into account the services provided prior to Closing, the location
of any sulphur at Closing, and the number of days within such
period that have elapsed before and after the Closing Date,
unless another method of pro ration is specifically identified in
the arrangement governing such expenses, revenues or payments
(such as hourly or daily rates), with (A) any such expenses or
other payments relating to the period of time after the Closing
Date for which the Seller has paid, serving to increase the
Purchase Price and (B) any such expenses or other payments
relating to the period of time before the Closing Date which the
Buyer will pay and any revenues or receivables relating to the
period of time after the Closing Date which the Seller has
received, other than the storage reservation fees pursuant to
Section 5.1(a) of the Sulfur Tolling Agreement between Koch
Sulfur Products, LLC and Seller effective September 1, 2001,
serving to decrease the Purchase Price;

(iii)     Real estate, personal and other ad valorem, property or
other similar taxes and assessments pertaining to any part of the
Acquired  Assets shall be estimated on the basis  of  the  latest
available  property tax information, whether for the  current  or
preceding  year; provided that the Subsequent Closing  Adjustment
shall  be based on the assessment in effect prior to the Closing,
but  at  the  rates applicable to the year in which  the  Closing
occurs; and

(iv) To the extent transferable, contracts for the supply of
water, sewerage, telephone service, gas, and electric power shall
be  transferred  by  Seller as of the close of  business  on  the
Closing  Date.  Except as set forth in Section 10.11(d)  relating
to  the  SRE/BBE wastestream, Buyer shall be responsible, at  its
expense, for procuring any new required agreements for the supply
of  water,  sewerage, telephone service, gas and  electric  power
after  the Closing Date.  Seller shall be responsible for  paying
all  utility  charges incurred in its name  and  Buyer  shall  be
responsible for paying all utilities incurred in its  name.   All
utility deposits and bonds of Seller shall belong to Seller,  and
Buyer  shall be obligated to make its own deposits and  post  its
own  bonds with the various utilities providing services  to  the
Terminal Sites.

     (b)  Seller shall compute an estimated allocation of the items
described in Section 2.6(a) as of a date not less than three days
nor  more  than  seven (7) days prior to the  Closing  Date,  and
deliver  a written report showing in detail the nature and  basis
of  this computation to Buyer not less than three (3) days  prior
to  the  Closing  Date.   Seller  shall  provide  to  Buyer  such
additional information with respect to such computation as  Buyer
may  request.   Buyer  shall  have  the  right  to  approve  such
allocations,  which approval shall not be unreasonably  withheld.
The Closing Adjustment shall be subject to further adjustment and
final  determination  on  the basis  of  the  Subsequent  Closing
Adjustment as set forth in Section 2.7 below.  If the  amount  of
the Closing Adjustment, as set forth on such tentative statement,
represents  a credit to Buyer, then the amount thereof  shall  be
offset against the amount of the Purchase Price payable by  Buyer
to  Seller at the Closing.  If it represents a credit to  Seller,
then  Buyer shall increase by the amount of the credit the amount
of the Purchase Price payable by Buyer to Seller.

     2.7  Subsequent Closing Adjustment.

    (a)  Promptly following consummation of the Closing, Buyer shall
undertake an analysis of the Closing Adjustment to determine  its
accuracy  and,  within sixty (60) days after  the  Closing  Date,
deliver  to Seller a written report statement setting  forth  any
changes  in  the  Closing  Adjustment  (the  "Subsequent  Closing
Adjustment").   Seller shall afford Buyer and its representatives
reasonable access to its books, records and personnel for purpose
of  determining  the  Subsequent Closing Adjustment.   If  Seller
objects  to  the  Subsequent Closing Adjustment,  such  objection
shall  be  made  in writing and delivered to Buyer within  thirty
(30)  days after Seller's receipt of the report on the Subsequent
Closing Adjustment, failing which such report shall be deemed  to
have been accepted by Seller.  If any objections are not resolved
between  Buyer  and  Seller within fifteen  (15)  days  following
Buyer's receipt of Seller's statement of objections, either party
may elect that any unresolved objections shall be submitted to an
Independent  Auditor within thirty (30) days of the date  of  the
submission  of  the  statement  of objections.   The  Independent
Auditor  shall  make  its own independent  determination  of  the
accuracy  of  the  Closing Adjustment,  based  on  the  standards
pursuant  to  which the calculations set forth in Section  2.6(a)
were made, within thirty (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  Buyer
and Seller.

    (b)  To the extent that the Subsequent Closing Adjustment as
adjusted  pursuant  to  Section  2.7(a)  shows  that  Buyer  owes
additional   amounts  to  Seller  in  excess  of  those   amounts
previously  credited, Buyer shall pay such amounts to  Seller  by
wire  transfer within forty (40) days after Seller's  receipt  of
the  report on the Subsequent Closing Adjustment if Seller  fails
to  object  to the Subsequent Closing Adjustment, and  otherwise,
within  ten  (10)  days after Buyer's receipt of the  Independent
Auditor's  Report.   Any amount shown by the  Subsequent  Closing
Adjustment, as adjusted, that Seller owes to Buyer in  excess  of
those  amounts  previously credited shall be paid  by  Seller  to
Buyer  by  wire  transfer within forty (40) days  after  Seller's
receipt  of  the report on the Subsequent Closing  Adjustment  if
Seller fails to object to the Subsequent Closing Adjustment,  and
otherwise,  within  ten (10) days after Buyer's  receipt  of  the
Independent Auditor's Report.

    (c)  Upon the receipt by Buyer or Seller of actual real estate or
personal property tax bills for any year that was part of a
Closing Adjustment, the receiving party shall deliver copies of
such bills to the other party, and the parties agree to reprorate
such taxes within ten (10) days from the delivery of any such tax
bill to the other party.

     2.8  Transfer of Title.  Title and risk of loss with respect to
the  Acquired Assets and Buyer's right to operate and control the
Acquired  Assets will pass from Seller to Buyer  at  the  Closing
Date.

     2.9  Other Adjustments.  The Purchase Price shall be adjusted to
the  extent  otherwise expressly agreed in writing by  Buyer  and
Seller.

    2.10 Sulphur Enterprise.  Buyer will pay to Seller on or before
November 15, 2002 an amount equal to (a) the positive difference,
if any, between $9.95 and the actual weighted average rate per
Ton paid by the Buyer under the Contract of Affreightment with
International Shipholding for sulphur shipped on the Sulphur
Enterprise from the Closing Date through October 6, 2002,
multiplied by (b) the number of Tons of sulphur shipped by Buyer
on the Sulphur Enterprise during such period.

                 ARTICLE III.   THE CLOSING

     3.1   Closing.  The closing of the transactions contemplated
hereby  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), provided all  of
the  conditions set forth in Article VII have been  satisfied  or
waived by the party entitled to grant such waiver.

     3.2  Deliveries at Closing.  At the Closing:

          (a)  Seller shall deliver, or cause to be delivered to Buyer the
following:

               (i)  such special warranty deeds, bills of sale, assignments,
releases, consents to assignments and other instruments of  sale,
conveyance,  assignment, assumption and transfer satisfactory  in
form  and  substance  to Buyer and Seller as  may  reasonably  be
required in order to convey to Buyer all of Seller's right, title
and  interest  in and to the Acquired Assets free  of  all  Liens
except for Permitted Liens;

               (ii) originals of all permits, Environmental Permits, licenses
and  governmental,  administrative and regulatory  approvals  and
authorizations  that  are  in Seller's possession  and  that  are
necessary to own and operate the Acquired Assets;

               (iii)     a schedule of sulphur inventories located at the
Terminal Sites or on any vessels included in the Acquired Assets,
setting forth the amount, owner, and delivery status;

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

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

               (vi) Uniform Commercial Code ("UCC"), Federal and State
tax lien and bankruptcy searches with respect to Seller, for the States
of Louisiana,  Texas, Florida and Delaware and the counties  thereof
in  which  a portion of the Business is conducted, United  States
Coast  Guard  lien  searches relative  to  Vessels,  and  patent,
trademark  and  copyright searches with respect  to  Seller,  all
prepared  by search companies reasonably satisfactory  to  Buyer,
and dated not earlier than fifteen (15) days prior to the Closing
Date;

               (vii)     consents to assignments and estoppel certificates
with respect to the contracts and leases set forth on Schedule 7.1(d),
in form and substance reasonably acceptable to Buyer and Seller;

               (viii)    ALTA extended coverage title insurance policies
(for which  Buyer  will pay one-half of the cost) and commitments  and
surveys with respect to the Real Property reasonably satisfactory
to  Buyer  (to  the extent necessary to obtain extended  coverage
under the title insurance policy); and

               (ix) all books and records which are Acquired Assets.

          (b)  Buyer shall deliver, or cause to be delivered to Seller the
following:

   (i)  payment of the Purchase Price, less the amounts required
to be  withheld  pursuant  to  Section 2.5,  as  adjusted,  by  wire
transfer  of immediately available funds to an account designated
in  writing by Seller (which designation shall not be  less  than
one (1) Business Day prior to the Closing);

  (ii) the agreement pursuant to which Buyer shall assume the
Assumed Liabilities;

  (iii)     a perpetual royalty-free license (which license shall
be  non-transferable by Seller except in connection with the sale
of the Excluded Assets) for the use by Seller of the Intellectual
Property in its business after the Closing; and

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

          (c)  Buyer and Seller shall each provide to the other such proof
of satisfaction of the conditions set forth in Article VII as the
party  whose  obligations are conditioned upon such  satisfaction
may reasonably request; and

          (d)  Buyer and Seller 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.

            ARTICLE IV.    REPRESENTATIONS OF SELLER

     Except  as  provided  in the Disclosure  Schedules  attached
hereto, Seller represents and warrants to Buyer as follows:

     4.1  Organization.  Seller is a limited liability company duly
organized, validly existing and in good standing under  the  laws
of  the state of Delaware. Seller has full power and authority to
own its properties and assets and to carry on its business as  it
is  now being conducted. Seller 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, except where the failure to be so qualified  would
not  adversely affect Seller's ability to transfer  the  Acquired
Assets to Buyer or the validity, binding nature or enforceability
of  any  of the Contracts, Equipment/Vessel Leases, Licenses  and
Permits, Environmental Permits, or Premises Leases.

4.2  Authorization; Enforceability.  The board of directors of
MMR, the sole member of Seller, has duly approved and authorized
the execution and delivery of this Agreement and all other
documents and instruments to be executed by Seller pursuant to
this Agreement (collectively, "Seller's Ancillary Documents") and
the consummation of the transactions contemplated hereby, and no
other authorization proceedings on the part of MMR or Seller is
necessary to approve and authorize the execution and delivery of
this Agreement or any of Seller's Ancillary Documents by Seller
and the consummation by Seller of the transactions contemplated
hereby.  This Agreement constitutes, and each of Seller's
Ancillary Documents will constitute as of its date, a legal,
valid and binding obligation of Seller, 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 the Seller of this Agreement or any of Seller's
Ancillary Documents, nor the consummation by Seller of the
transactions contemplated hereby or thereby will (a) violate,
conflict with or result in the breach of any provision of its
certificate of formation or limited liability company agreement,
(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 Acquired Assets under
any note, bond, mortgage, indenture, license, lease, contract,
agreement or other instrument or commitment or obligation to
which the Seller 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 the
Seller or the Acquired Assets, or (d) 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
Seller other than (i) any required filings under the HSR Act,
(ii) such items that have already been obtained, (iii) those that
will not result or could not reasonably be expected to adversely
affect Seller's ability to transfer the Acquired Assets to Buyer
or Buyer's ability to operate the Acquired Assets or (iv) those
disclosed on Schedule 4.3(d), which schedule shall indicate
whether the item is a required consent or notice.

4.4  Assets.

          (a)  Schedules 2.1(a), 2.1(b), 2.1(c), 2.1(d) and 2.1(h), are the
complete  lists  of  all  Real Property, Equipment  and  Vessels,
Leased  Premises,  Leased Equipment and Vessels and  Intellectual
Property, and Section 2.1 describes all material assets  relating
to the Business owned in whole or in part by Seller, or leased by
Seller  or  otherwise used in the conduct of the  Business.   The
assets described in Section 2.1 constitute all property necessary
in  order  for  Seller to conduct the Business  as  it  has  been
conducted  in the past.  Except as set forth in Schedule  4.4(a),
the  assets constituting tangible personal property described  in
Section  2.1 are in good operating condition and repair (ordinary
wear  and usage excepted).  All Vessels listed on Schedule 2.1(c)
as  being  United  States  Coast Guard  documented  are  properly
certified  for  operation  in  the Business  in  accordance  with
applicable  laws  and  regulations.   The  sulphur  described  in
Section  2.1(n)  conforms to the requirements of  the  applicable
ExxonMobil contracts.

          (b)  Seller has good and marketable title to, or a valid
leasehold  interest  in, and the power to  sell  or  assign,  the
Acquired Assets free and clear of any Liens, except for Permitted
Liens.   No  unreleased mortgage, trust deed,  chattel  mortgage,
security  agreement,  financing  statement  or  other  instrument
encumbering any of the Acquired Assets has been recorded,  filed,
executed  or delivered other than Permitted Liens.  The  Acquired
Assets  are  adequate to conduct the Business as it is  presently
being conducted and the Acquired Assets conveyed to Buyer on  the
Closing  Date  will be adequate to enable Buyer  to  continue  to
conduct the Business as it is presently being conducted.   Seller
has  no  legal obligations, absolute or contingent, to any Person
other  than Buyer to sell or otherwise dispose of, or to  refrain
from  selling  or  otherwise disposing of  any  of  the  Acquired
Assets.

          (c)  EXCEPT AS OTHERWISE PROVIDED HEREIN, SELLER CONVEYS THE
ACQUIRED ASSETS, WITHOUT ANY WARRANTY, AND ALL IMPLIED WARRANTIES
WITH  RESPECT TO THE ACQUIRED ASSETS, INCLUDING THOSE RELATED  TO
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,  ARE  HEREBY
DISCLAIMED  BY SELLER AND EXPRESSLY WAIVED BY THE  BUYER.   BUYER
FURTHER DECLARES AND ACKNOWLEDGES THAT THE FOREGOING WAIVERS HAVE
BEEN  BROUGHT TO ITS ATTENTION AND EXPLAINED IN DETAIL TO IT  AND
THAT  BUYER  HAS  VOLUNTARILY  AND  KNOWINGLY  CONSENTED  TO  THE
FOREGOING WAIVERS.

     4.5  Material Contracts.  Each Premises Lease, Equipment/Vessel
Lease  and  each  Contract is, and will be after  the  assignment
thereof at the Closing, in full force and effect, and the  Seller
has  in  all material respects performed all obligations required
to be performed by them to date thereunder.  The Premises Leases,
Equipment  and  Vessel Leases and the Contracts are  all  of  the
undischarged agreements which Seller is a party to, bound by,  or
the  issuer,  beneficiary or recipient of, with  respect  to  the
Business  or which binds any of the Acquired Assets,  other  than
immaterial  obligations  occurring  in  the  ordinary  course  of
business.  All rents and other monetary amounts that have  become
due  and payable under the Premises Leases, Equipment and  Vessel
Leases  and  Contracts have been paid.  Except as  described  and
disclosed on Schedule 4.5, no default by Seller has occurred  and
Seller does not know 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   under)   any   Premises    Lease,
Equipment/Vessel  Lease or any contract  set  forth  on  Schedule
2.1(f).   True  and  correct  copies of  all  contracts,  leases,
subleases  and other instruments referred to in this Section  4.5
and  all amendments and modifications thereto have been furnished
by  Seller  to  Buyer,  and  all such  contracts  and  all  other
contracts  or  instruments to which Seller is a party  and  which
relate  to the Business, are in full force and binding  upon  the
parties  thereto  and  Seller has not been notified  and  has  no
knowledge  of any termination thereof or any breach or  claim  of
breach with respect to any of such contracts or instruments.

4.6  Litigation and Claims.  Except as set forth in Schedule 4.6
and Schedule 4.10, there is no suit, claim, action, investigation
or proceeding at law or in equity, any arbitration or any
administrative or other proceeding by or before any court,
governmental instrumentality or agency, pending or, to the
Knowledge of Seller, threatened against Seller by or before any
governmental entity or arbitrator that (a) relates to the
Business or the Acquired Assets or the operation thereof or (b)
challenges the validity or propriety, or seeks to prevent
consummation of, the transactions contemplated by this Agreement.
There are no facts which, if known by a potential claimant or
governmental authority, would reasonably give rise to a claim or
proceeding which, if asserted or conducted with results
unfavorable to Seller, would have a material adverse effect on
the business, operations, assets, liabilities, financial
condition or prospects of the Business, or the consummation of
the transaction contemplated hereby, or the use of the Acquired
Assets (whether by Buyer after the Closing or by Seller prior
thereto).

4.7  Proprietary Rights.  Except as set forth on Schedule 2.1(h),
(a) the Seller is not bound by or a party to any options,
licenses or agreements of any kind with respect to the
Intellectual Property and pending applications therefor relating
to the Business and (b) there are no claims or suits pending or
threatened against it claiming an infringement of any copyrights,
licenses, trademarks, service marks or trade names of others in
connection with the Business and sale of the Business, and
transfer of any of the rights referred to hereunder is not
prohibited under any license, copyright, trademark or agreement.
Seller has no knowledge of or any reason to believe that (x) any
third party asserts ownership rights in any of the Intellectual
Property, (y) Seller's use of any Intellectual Property infringes
any right of any third party, or (z) any third party is
infringing any of Seller's rights in any of the Intellectual
Property.

4.8  Employees and Employment Matters.
          (a)  Schedule 4.8(a)(i) contains a true and complete list of all
of Seller's employees with respect to the Business as of the date
hereof, and Schedule 4.8(a)(ii) contains a true and complete list
of  all  personnel provided by contractors to Seller with respect
to  the Business as of the date hereof, in each case showing  the
job description, title and location of each such individual.

          (b)  There (i) is no unfair labor practice complaint against
Seller relating to the Business pending before the National Labor
Relations  Board, (ii) is no labor strike, slowdown  or  stoppage
pending  or,  to the Knowledge of Seller, threatened  against  or
involving the employees (including part-time employees, temporary
employees and independent contractors) of the Business, (iii)  is
no  labor  union  that claims to represent the employees  of  the
Business,  (iv)  is no collective bargaining agreement  currently
being  negotiated by Seller with respect to the employees of  the
Business,  (v)  is  pending no labor or labor  related  grievance
related to the Business that is likely to be material, (vi) is no
arbitration  proceeding arising out of or  under  any  collective
bargaining  agreement of Seller and no claim  therefor  has  been
asserted,  (vii)  has  not  been any  material  labor  difficulty
experienced  by Seller relating to the Business during  the  past
three  (3) years, and (viii) there is no employee-related  matter
that could adversely affect the Business or the Acquired Assets.

     4.9  Interests in Suppliers, Customers and Competitors.  Except
as  set forth on Schedule 4.9, neither the Seller nor any officer
or  director (or, to the Knowledge of Seller, any member  of  the
immediate family of a director or officer of the Seller) thereof,
possesses, directly or indirectly, any financial interest in,  or
is  a  director,  officer or employee of, any Person  that  is  a
supplier, distributor, customer, lessor, lessee or competitor  of
the  Business.  Ownership of less than five percent (5%)  of  any
class of securities of a company that has registered at least one
class of its securities under the Securities Exchange Act of 1934
shall  not  be deemed a financial interest for purposes  of  this
section.

     4.10 Environmental Matters.  Except as set forth in Schedule
4.10:

          (a)  Both Seller (with respect to the Business) and Seller's use
and  operation of the Business (including without limitation  the
Acquired  Assets) have been in material compliance and   continue
to  be in material compliance with applicable Environmental Laws.
Seller has neither received nor is aware of any notice, citation,
summons,  inquiry,  complaint  or  order  from  any  governmental
authority  alleging  failure of the Seller  to  comply  with,  or
alleging liability or potential liability for Seller's failure to
comply  with, applicable Environmental Laws with respect  to  the
Business or the Acquired Assets.

          (b)  Seller has obtained all Environmental Permits necessary for
operation  of  the  Business  and  Acquired  Assets,   all   such
Environmental  Permits are in good standing, and Seller  and  the
Business are in compliance with all terms and conditions of  such
Environmental  Permits.   All  Environmental  Permits  issued  to
Seller  with  respect  to  the Business are  listed  on  Schedule
2.1(g).   Seller has neither received nor is aware of any notice,
citation,   summons,  inquiry,  complaint  or  order   from   any
governmental authority alleging failure of the Seller  to  obtain
any Environmental Permit necessary to operate the Business or the
Acquired Assets.

          (c)  Seller has not stored, treated, recycled, generated, or
transported any Hazardous Material in a manner that is subject to
RCRA  permitting in regards to the Business, or at, to,  or  from
the Acquired Assets.

          (d)  To Seller's Knowledge in the past ten (10) years, there
have been no spills, discharges, leaks, or other releases of solid
sulfur at or from the Acquired Assets except in the ordinary
course of business.

          (e)  To Seller's Knowledge, there has been no Release, for
which Seller is responsible, or which could give rise to any obligation
or  liability, under any applicable Environmental Laws. No notice
reporting  a  Release  at, to or from the  Business  or  Acquired
Assets  has  been filed and Seller has not failed  to  file  such
notice when legally required to do so.

          (f)  To Seller's Knowledge, no underground storage tanks have
been installed or used on the Acquired Assets.

          (g)  Neither the Business nor the Acquired Assets are now
subject,  nor  to the best of Seller's Knowledge have  they  been
subject  in  the past ten (10) years, to any order, judgment,  or
decree   from,  or  agreement  or  settlement  with  any   Person
(including  without  limitation  any  prior  owner  or  operator)
respecting:  (i) any remedial action; or (ii) any claims  arising
from  the  Release or threatened Release of a Hazardous  Material
at, to, or from the Business or Acquired Assets.


     4.11 Compliance with Laws.  Except for environmental matters
which are covered under Section 4.10:

          (a)  Seller 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 Business or the Acquired Assets.

          (b)  At no time has Seller been notified in writing that it was,
and  to  the Knowledge of Seller it is not presently, the subject
of any federal, state or local criminal investigation relating to
the  Business.   Except as set forth in Schedule 4.11(b),  at  no
time has Seller 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 Article IV) that remains unresolved.

     4.12 Licenses and Permits.  Seller possesses such federal, state,
and  local  licenses, permits and other authorizations  necessary
for the continued conduct of the Business in the ordinary course,
consistent  with  past practices, without interruption,  each  of
which  is set forth on Schedule 2.1(g), and each of such Licenses
and Permits is in full force and effect and has been and is being
fully complied with by it.  None of the governmental agencies  or
instrumentalities that have issued the Licenses and  Permits  has
notified  Seller  in  writing of its intent  to  modify,  revoke,
terminate  or fail to renew any such License or Permit,  and,  to
the Knowledge of Seller, no such action has been threatened.   No
License or Permit will be modified, revoked or shall lapse  as  a
result  of the Asset Sale, except as set forth in Schedule  4.12.
This  Section  4.12  does  not  cover  environmental  matters  or
Environmental  Permits, each of which is  covered  under  Section
4.10.

4.13 Absence of Certain Changes.  Except as set forth in Schedule
4.13, the Seller has not with respect to the Business or the
Acquired Assets, since December 31, 2001: (a) granted any
increase in the rate of wages, salaries or other compensation or
benefits to any employees (including part-time employees,
temporary employees and independent contractors), other than
increases or payments in the ordinary course of  its business
consistent with past practice, (b) suffered or incurred any
damage, destruction, fire, explosion, accident, flood, or other
casualty loss or act of God (whether or not covered by
insurance), (c) suffered any labor disputes or disturbances, (d)
otherwise failed to operate the Business in the ordinary course
consistent with past practices so as to preserve the Business
organization intact and to preserve the goodwill of its
customers, suppliers, employees and others with whom it has
business relations, (e) made or suffered any material change in
the conduct or nature of any aspect of the Business, (f) without
limitation by the enumeration of any of the foregoing, except for
the execution of this Agreement and agreements entered into in
anticipation of the transactions contemplated by this Agreement,
entered into any transaction other than in the usual and ordinary
course of business, (g) suffered or been threatened with any
adverse change or loss of any relationship between Seller and any
of its key employees, significant customers or significant
suppliers, (h) disposed of material assets used in the Business,
or (i) agreed to do any of the foregoing.  Since December 31,
2001, Seller has not suffered any material adverse change with
respect to (w) the Acquired Assets, (x) the condition of the
Seller's Business, (y) environmental conditions subsequent to
Buyer's recent environmental review of the Business, or (z) the
contracts referred to herein to be assigned by Seller at the
Closing.

4.14 Broker's or Finder's Fees.  No agent, broker, person or firm
acting on behalf of Seller is, or will be, entitled to any
commission or broker's or finder's fees from any parties hereto,
or any Affiliate of the parties hereto, in connection with the
Asset Sale (including the sale of the Real Property), other than
fees to Chase Securities Inc., the payment of which shall be
Seller's sole responsibility.

4.15 Taxes; ERISA.  Seller and MMR have timely filed all Tax
Returns required to be filed with respect to Taxes.  All such Tax
Returns are correct and complete in all material respects.  All
Taxes payable by Seller or MMR, whether or not shown on any Tax
Return, have been paid in full.  No claim has ever been made by
an authority in a jurisdiction where Seller or MMR does not file
Tax Returns that Seller or MMR is or may be subject to taxation
by that jurisdiction.  Seller and MMR have withheld and paid all
Taxes or other amounts required to have been withheld and paid in
connection with amounts paid or owing to any persons providing
services to Seller or MMR.  There are no tax liens on any
Acquired Assets other than for Taxes not yet due.  No power of
attorney that is currently in force has been granted with respect
to any matter relating to Taxes that could affect the Acquired
Assets.  The transaction contemplated herein is not subject to
the tax withholding provisions of Section 3406 of the Code, or of
Subchapter A of Chapter 3 of the Code, or of any other provision
of law.  Neither Seller nor any ERISA Affiliate has any liability
with respect to Multiemployer Plans.  There are no Liens in favor
of the Pension Benefit Guaranty Corporation.

4.16 Insurance; Surety Bonds.

          (a)  Schedule 4.16(a) is a list of all policies and binders of
insurance  held  by  or on behalf of Seller or  relating  to  the
Business,  the Terminal Sites or which name Seller as an  insured
and  which pertain to the Acquired Assets, the Business, Seller's
employees  who  are employed in the conduct of  the  Business  or
personnel provided by contractors to Seller with respect  to  the
Business (specifying the amount of the coverage, the type of  the
coverage,  expiration date, amount of deductible and any  pending
claims thereunder).

          (b)  Schedule 4.16(b) lists all insurance claims made by Seller
relating  to  the Business since December 31, 1998  and,  to  the
Knowledge of Seller, the basis for any unmade claims.

(c)  Schedule 4.16(c) lists all surety bonds and financial
assurances in place with respect to the Business.

    4.17 Financial.

          (a)  Seller's books, accounts and records with respect to the
Business  are,  and  have  been, maintained  in  Seller's  usual,
regular   and  ordinary  manner,  in  accordance  with  generally
accepted  accounting practices, and all material transactions  to
which  Seller  has been a party with respect to the Business  are
properly reflected therein.

          (b)  The cost information provided by Seller to Savage, IMC and
their advisors fairly represents the historical costs related  to
the  Acquired  Assets as they have been operated  by  Seller,  in
accordance   with   generally   accepted   accounting   practices
consistently applied.

     4.18 Real Property.

(a)  Except as set forth on Schedule 4.18(a), the Real Property
is  not  subject  to  any  leases  or  tenancies.   None  of  the
improvements  comprising  the Real  Property  or  the  businesses
conducted  by  Seller  thereon, including the  Business,  are  in
violation  of  any  use  or  occupancy  restriction,  limitation,
condition  or  covenant of record or any zoning or building  law,
code  or ordinance or public utility easement.  Seller is not  in
default  under  any  agreement, lease  or  tenancy  described  on
Schedule  4.18(a), nor to the best Knowledge of  Seller,  is  any
other party thereto in default thereunder.

(b)  The Leased Premises are leased to Seller pursuant to written
leases, true, correct and complete copies of which have been
provided to Buyer.  None of the improvements comprising the
Leased Premises, or the businesses conducted by Seller thereon,
including the Business, are in violation of any building line or
use or occupancy restriction, limitation, condition or covenant
of record or any zoning or building law, code or ordinance or
public utility or other easements.  Seller is not in default
under any agreement relating to the Leased Premises nor, to the
best Knowledge of Seller, is any other party thereto in default
thereunder.  All options in favor of Seller to purchase any of
the Leased Premises, if any, are in full force and effect.

(c)  Except as set forth on Schedule 4.18(c) and under Section
10.11(d),  each  facility located on the Real  Property  and  the
Leased  Premises currently is served by gas, electricity,  water,
sewage and waste disposal and other utilities adequate to operate
such  facility at its current rate of production and as  proposed
in the future, and none of the utility companies serving any such
facility  has  threatened Seller with any reduction  in  service.
Such  utilities  either enter the Real Property  and  the  Leased
Premises  through  adjoining public  streets  or,  if  they  pass
through  adjoining private land, do so in accordance with  valid,
permanent  public  or  private  easements  which,  following  the
Closing,  will inure to the benefit of Buyer, its successors  and
assigns.   All of said utilities are installed and operating  and
all  installation and connection charges have been  paid  for  in
full.

(d)  Except as set forth on Schedule 4.18(d), the continued
maintenance  and operation of the Real Property  and  the  Leased
Premises as currently maintained and operated is not dependent on
facilities   located  at  other  property,  and   the   continued
maintenance and operation of any other property is not  dependent
on  facilities  located  on  the  Real  Property  or  the  Leased
Premises,   in  each  case,  other  than  commercially   provided
utilities; no building or other improvement not part of the  Real
Property  or  the Leased Premises relies on the Real Property  or
the  Leased Premises (as applicable) or any part thereof  or  any
interest therein to fulfill any governmental requirement; and  no
building or other improvement on the Real Property or the  Leased
Premises  relies  on any property not included  within  the  Real
Property  or  the Leased Premises (as applicable) to fulfill  any
governmental requirement.

(e)  There are no challenges or appeals pending regarding the
amount of the taxes on, or the assessed valuation of, the Real
Property or the Leased Premises, and no special arrangements or
agreements exist with any governmental authority with respect
thereto (the representations and warranties contained in this
Section 4.18(e) shall not be deemed to be breached by any
prospective general increase in real estate tax rates).

(f)  There are no condemnation proceedings pending or, to the
best  Knowledge of Seller, threatened with respect to any portion
of the Real Property or the Leased Premises.

(g)  There is no tax assessment (in addition to the normal,
annual  general real estate tax assessment) pending  or,  to  the
best  Knowledge of Seller, threatened with respect to any portion
of  the  Real  Property or, to the extent Seller  is  liable  for
payment therefor, the Leased Premises.

4.19  Illegal Activity.  Neither Seller nor, to the best  of
Seller's  Knowledge,  any  of  its former  or  current  officers,
directors,  employees,  agents  or  representatives   has   made,
directly  or indirectly, with respect to the Business or Seller's
business,    any   bribes   or   kickbacks,   illegal   political
contributions,  payments from corporate funds not accurately  and
completely recorded on the books and records of Seller,  payments
from   corporate  funds  to  governmental  officials,  in   their
individual capacities, for the purpose of affecting their  action
or  the  action  of  the  government they  represent,  to  obtain
favorable treatment in securing business or licenses or to obtain
special concessions, or illegal payments from corporate funds  to
obtain or retain business.

4.20 Fair Value.  Seller agrees that the Purchase Price is
reasonably equivalent to the fair market value of the Business,
including the Acquired Assets.  Seller therefore hereby waives
and releases Buyer and its past or 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.
4.21 Complete Disclosure.  No representation or warranty of
Seller in this Agreement and no statement by Seller in any
Schedule to this Agreement or Seller's Ancillary Documents omits
to state a material fact necessary to make the statements herein
or therein, in light of the circumstances in which they were
made, not misleading.

             ARTICLE V.     REPRESENTATIONS OF BUYER

     Buyer represents and warrants to Seller that:

5.1  Organization.  Buyer is a limited partnership registered as
a limited liability partnership, duly organized, validly existing
and in good standing under the laws of the State of Texas and has
the full power and authority to enter into this Agreement and  to
perform   its  obligations  hereunder.   Sulphur  Assets  Holding
Company  LLC, a Delaware limited liability company (the  "General
Partner")  is the sole general partner of the Buyer and  is  duly
organized, validly existing and in good standing under  the  laws
of the State of Delaware.

5.2  Authorization; Enforceability.  The members of the General
Partner  have  duly  approved and authorized  the  execution  and
delivery   of   this  Agreement  and  the  other  documents   and
instruments  to  be executed by Buyer pursuant to this  Agreement
(collectively,  "Buyer's  Ancillary Documents")  by  the  General
Partner on behalf of the Buyer and the consummation by the  Buyer
of  the  transactions contemplated hereby, and no  other  limited
liability  company,  partnership,  limited  partnership,  limited
liability  partnership or other proceedings on the  part  of  the
members,  the General Partner or Buyer are necessary  to  approve
and authorize the execution and delivery of this Agreement or any
of  Buyer's Ancillary Documents by Buyer and the consummation  by
Buyer  of  the transactions contemplated hereby.  This  Agreement
constitutes,  and  each  of  Buyer's  Ancillary  Documents   will
constitute  as of its date, a legal, valid and binding obligation
of Buyer, enforceable against Buyer 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, delivery
or performance by Buyer of this Agreement, any of Buyer's
Ancillary Documents nor the consummation by Buyer of the
transactions contemplated hereby or thereby will (a) violate,
conflict with or result in the breach of any provision of the
certificate of limited partnership, limited liability limited
partnership agreement, application for registered limited
liability partnership or other formative document of Buyer or the
certificate of formation, limited liability company agreement or
other formative document of the General Partner, (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
Buyer under, any note, bond, mortgage, indenture, license, lease,
contract, agreement or other instrument or commitment or
obligation to which Buyer 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 Buyer
or its properties, or (d) except for any required filings under
the HSR Act or those that have already been obtained, require any
consent, approval or authorization of, or notice to, or
declaration, filing or registration with, any governmental or
regulatory authority other than those that, in the case of clause
(d) above, are not likely to materially or adversely affect
Buyer's performance of its obligations under this Agreement or
the Buyer's Ancillary Documents.

5.4  Broker's or Finder's Fees.  No agent, broker, person or firm
acting  on  behalf  of  Buyer is, or will  be,  entitled  to  any
commission  or  broker's or finder's fees from  the  any  parties
hereto,  or  any Affiliate of the parties hereto,  in  connection
with the Asset Sale.

5.5  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 court, governmental instrumentality
or  agency,  pending  or, to the knowledge of  Buyer,  threatened
against  or  affecting Buyer that could have a  material  adverse
effect  on the ability of Buyer to consummate the Asset  Sale  or
perform  its  obligations under this Agreement  and  the  Buyer's
Ancillary Documents.

5.6  Investigation.
          (a)  Buyer acknowledges that it (i) has been furnished certain
documents  and  materials relating to the Asset  Sale  and  other
information and (ii) has had the opportunity to visit with Seller
and  meet  with its officers and representatives to  discuss  the
Business,  Acquired  Assets, Assumed Liabilities  and  the  Asset
Sale.

          (b)  IMC and Savage have retained Waldemar S. Nelson and Company
to   perform   a   pre-purchase   environmental   due   diligence
investigation  of  the  Real Estate, Leased  Premises  and  other
Acquired  Assets  as determined by IMC and Savage ("Environmental
Review").   IMC  and Savage acknowledge that Seller  has  allowed
such  firm,  as  part  of its Environmental  Review,  to  conduct
appropriate inspections and sampling, to conduct interviews  with
appropriate supervisors, employees and regulators of Seller,  and
to  review  regulatory files.  The results of  the  Environmental
Review  have  been  summarized in the  following  reports:   "Due
Diligence   Investigation,  Four  Freeport  Sulphur   Terminals,"
Waldemar  S.  Nelson and Company (March 2002) (the "Report")  and
the  Supplemental Preliminary Sampling Data provided by  Waldemar
S.  Nelson  and  Company  on March 28,  2002  (the  "Supplemental
Sampling  Data") regarding the Terminal Site at  Galveston.   IMC
and  Savage  have shared and made available to Seller the  Report
and  the  Supplemental  Sampling Data for the  Terminal  Site  at
Galveston.   Seller acknowledges that IMC and  Savage  have  made
available,  and Seller has conducted interviews with Waldemar  S.
Nelson regarding the Environmental Review.

          (c)  Buyer acknowledges that it has made its own independent
evaluation of the value of the Business, Acquired Assets and the
Assumed Liabilities.

             ARTICLE VI.    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 devote
substantial  resources  and  work  diligently  to  complete   the
transactions contemplated by this Agreement as soon as possible.

          (b)  Without limiting the foregoing, 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.  All  costs
incurred in connection with obtaining consents shall be borne  by
Seller.

6.2  Hart-Scott-Rodino Filing.  Within ten (10) Business Days of
the  execution  of  this Agreement, Buyer and Seller  shall  file
notification  and report forms with the Federal Trade  Commission
and  the  Antitrust Division of the United States  Department  of
Justice  pursuant to the Hart-Scott-Rodino Antitrust Improvements
Act   of   1976,  as  amended,  and  the  rules  and  regulations
promulgated thereunder (the "HSR Act").

6.3  Public Statements.  Buyer and Seller will cooperate with
each other in the preparation of any press releases announcing
the execution of this Agreement or the consummation of the Asset
Sale.  Except for any press release announcing the execution of
this Agreement, no party, without the prior consent of the other,
will issue any press release, written or oral statement for
general circulation, or other public disclosure relating to the
transactions contemplated hereby except as required by securities
law disclosure requirements or otherwise as required by law.  The
parties agree to adhere to existing obligations under the
Confidentiality Agreements.  Each party agrees that it will
consult with the other prior to the issuance of any press release
or other written or oral statement for general circulation
relating to the transactions described hereby, except to the
extent such consultation is not feasible to discharge its legal
obligations.

6.4  Review of the Business.  Prior to the Closing Date, Seller
will (a) make available to IMC, Savage or Buyer and its
representatives, for inspection and review, the Acquired Assets
and all properties, books, computer and information systems,
records, accounts, documents and other information related to the
Acquired Assets and the Business as may be reasonably requested
from time to time by IMC, Savage or Buyer in connection with the
Asset Sale; (b) make its officers and accountants available for
consultation with IMC, Savage or Buyer upon the reasonable
request of IMC, Savage or Buyer, (c) afford IMC, Savage and Buyer
the opportunity to contact third parties having business,
regulatory or other relationships with the Business (such as
customers, suppliers, contractors, consultants, regulators and
other third parties), and (d) permit access to third parties to
verify information obtained pursuant to this Section 6.4 as the
same may be reasonably requested by IMC, Savage or Buyer.  In
connection with any requests for information and access pursuant
to this Section 6.4, Buyer will provide reasonable notice to
Seller and endeavor to minimize the disruption of the Business.
An employee or representative of Seller shall be entitled to be
present at any or all inspections and reviews of the Acquired
Assets and Seller's books, records, accounts, documents and other
information by Buyer or Buyer's representatives.

6.5  Conduct of Business Prior to the Closing Date.

          (a)  Without the prior written consent of Buyer, Seller shall not
commit  or  omit to do any act that (i) would cause a  breach  of
representation,  warranty agreement, commitment  or  covenant  of
Seller contained in this Agreement in any respect, or (ii)  would
cause the representations and warranties contained in Article  IV
to become untrue in any respect.

          (b)  Seller shall use commercially reasonable efforts (and Buyer
shall cooperate with Seller) to obtain all consents specified  by
Buyer   to   the   assignment  of,  or   alternate   arrangements
satisfactory  to  Buyer  with respect to,  any  contract,  lease,
agreement,  purchase  order, sales order,  or  other  instrument,
License  or  Permit,  or  Environmental Permit  which  is  to  be
assigned  to Buyer hereunder and which may be required  for  such
assignment to be effective.

          (c)  Seller shall preserve the Business and the goodwill of its
customers,  suppliers and others having business  relations  with
the  Business  and shall preserve and maintain in good  operating
condition  and  repair  (ordinary wear and  usage  excepted)  all
Acquired  Assets  and shall not remove assets  from  any  of  the
Terminal   Sites,  or  sell,  transfer,  dispose   of,   replace,
substitute  or  destroy any such assets except  in  the  ordinary
course of business.

          (d)  Seller shall conduct the Business in the usual and ordinary
course  and  carry  on all of its operations (including,  without
limitation, the purchase and sale of inventory and supplies,  the
collection  of  accounts receivable and the payment  of  accounts
payable and other obligations) in accordance with past practices.

          (e)  Without the prior written consent of Buyer, such consent not
to  be unreasonably withheld, and without limiting the generality
of  any other provision of this Agreement, Seller shall not  with
respect  to the conduct of the Business, enter into any contract,
amend,  terminate or give notice of termination with  respect  to
any existing Contracts to which Seller is a party or by which any
Acquired Asset is bound, or waive any material rights, except for
immaterial contracts amended or terminated in the ordinary course
of business.

          (f)  Seller shall not encumber any of the Acquired Assets, other
than Permitted Liens.

          (g)  Seller shall ensure that the Acquired Assets, at Closing,
have  sufficient  liquid sulphur inventories  (whether  owned  by
Seller  or  others)  to  (i) maintain the efficient  and  ratable
operation  of the Business, (ii) cover the heating coils  in  the
tanks at the Terminal Sites (other than the tanks subject to  the
Tank  Repairs),  and  (iii)  ensure that  sufficient  sulphur  is
available at or in transit to the Tampa Terminals on the  Closing
Date  to  permit IMC or its Affiliates to consume three  thousand
five  hundred  (3,500) Tons of sulphur per day for  each  of  the
seven  (7) days following Closing.  Except as set forth  in  this
Section 6.5(g) or as otherwise provided in this Agreement, Seller
shall  be  under  no restrictions with respect  to  the  sale  of
sulphur inventory.

6.6  No Other Negotiations.  During the period from the date of
this  Agreement through the Closing Date, neither MMR nor  Seller
shall,  directly or indirectly, through any officer, director  or
agent  or otherwise, conduct, take part in, initiate, solicit  or
encourage  (including by way or providing non-public  information
or  assistance)  any discussions or negotiations with  any  third
party  regarding any sale, business combination or other  similar
transaction involving the Business or the Acquired Assets.

6.7  Notification of Changes.  Between the date of this Agreement
and the Closing Date, Seller will promptly notify Buyer in
writing if Seller becomes aware of any fact or condition that
would (except as expressly contemplated by this Agreement) have
been required to have been set forth in the Disclosure Schedules
or would (except as expressly contemplated by this Agreement)
cause or constitute a breach of any representation, warranty or
covenant of Seller in this Agreement had such representation,
warranty or covenant been made after the time of occurrence of
such fact or condition.  Seller shall deliver to Buyer a
supplement to the Disclosure Schedules, which shall (a) be
prominently titled "[First, Second, Etc.] Supplement to
Disclosure Schedules," (b) identify clearly all changes being
made to the Disclosure Schedules thereby, and (c) set forth, in
reasonable detail, only the facts or conditions that cause or
constitute the exception to the representation or warranty to
which exception is taken in such supplement.  No notification or
supplement to the Disclosure Schedules pursuant to this Section
6.7 shall be deemed a waiver of any breach of representation,
warranty or covenant for purposes of Section 9.1(a).  Buyer
reserves the right to make any claim under Section 9.1(a) for any
breach of representation, warranty or covenant or any claim under
Section 9.1(a) related to any matter disclosed in any supplement
to the Disclosure Schedules.

6.8  No Intentional Acts.  No party shall intentionally perform
any act which, if performed, or omit to perform any act which, if
omitted to be performed, would prevent or excuse the performance
of this Agreement by any party hereto or which would result in
any representation or warranty herein contained of said party
being untrue in any material respect as if originally made on and
as of the Closing Date.

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

6.10 Tank and Barge Repairs.  Prior to Closing, Seller shall
complete in accordance with sound engineering and construction
standards, (a) the repairs of tanks #4 and #5 (columns and
floors) and tank #6 (to address all conditions necessary to place
the tank back in to sulphur service) at the Terminal Site at Port
Sutton, Tampa, Florida (collectively, the "Tank Repairs") and (b)
the repairs to the barges as a result of the "Marine Vessel
Claims" described in Schedule 4.16(b) as required in the exercise
of prudent business judgment (collectively, the "Barge Repairs"),
or in each case, if such repairs are not completed prior to
Closing, then Buyer shall deduct from the Purchase Price, at
Closing, that portion of the Escrow Amount, contemplated by
Section 2.5(c)(i), which shall be deposited with the Escrow Agent
pursuant to Section 2.5(c).

6.11 Representations, Warranties and Covenants.  Seller shall
provide prompt notice of any fact or event that (a) causes or
would cause any of Seller's representations and warranties to be
untrue in any material respect or (b) causes or would cause
Seller not to comply with any of its covenants in this Agreement
in any material respect.  Seller agrees, prior to Closing, to use
commercially reasonable efforts to remedy the result of any such
fact or event.  To the extent any such remedy is not completed
prior to Closing, then Buyer shall deduct from the Purchase
Price, at Closing, an amount equal to the amount reasonably
estimated to complete any such remedy, or, if such fact or event
is incapable of being remedied, an amount equal to the reasonably
estimated diminution in value of the Acquired Assets.

6.12 Seller Cooperation.  During the period from the date of this
Agreement through the Closing Date, Seller will cooperate with
Buyer to provide for an orderly transition of the Business from
the Seller to Buyer.

6.13 Seller's Commercial Efforts.  Prior to and following
Closing, Seller, in good faith, will use commercially reasonable
efforts to assist Buyer in maintaining property tax assessments
on the Acquired Assets at the currently assessed amounts.

              ARTICLE VII.   CONDITIONS TO CLOSING

7.1  Conditions Applicable to All Parties.  The obligations of
each  of  the  parties hereto to consummate the  Asset  Sale  are
subject  to the satisfaction (or the waiver by Buyer and  Seller)
of the following conditions at or prior to the Closing:

          (a)  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 Asset Sale.

          (b)  Statutory Requirements and Regulatory Approval.  All
statutory  requirements for the valid consummation of  the  Asset
Sale  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 Asset Sale shall have
been  received, including without limitation the orders, consents
and approvals listed on Schedule 7.1(b).

          (c)  HSR Act Proceedings.  Any applicable waiting period under
the HSR Act shall have expired or been earlier terminated with no
adverse  action  taken  or threatened by applicable  governmental
authorities.

          (d)  Third Party Consents.  Seller shall have received any
consents necessary for the assignment for all contracts listed on
Schedule 7.1(d).

          (e)  New Supply Agreements.  At or prior to April 30, 2002, IMC
or   its   Affiliate  shall  have  entered  into  sulphur  supply
agreements  to  be  effective  at  Closing  with  the   suppliers
separately  agreed upon by the parties, which shall be consistent
with the terms agreed upon by the parties.

7.2  Conditions to the Buyer's Obligations.  The obligation of
the  Buyer  to  consummate  the Asset  Sale  is  subject  to  the
satisfaction,  at or prior to the Closing, of the conditions  set
forth  below.  The benefit of these conditions is for  the  Buyer
only and may be waived in writing by the Buyer at any time in its
sole discretion.

          (a)   Representations, Warranties and Covenants.   Each
representation  and warranty of the Seller contained  in  Article
IV, that is qualified as to materiality shall be true and correct
and  each  representation and warranty that is not  so  qualified
shall  be true and correct in all material respects on and as  of
the  Closing  Date; Seller shall have performed  all  obligations
required by this Agreement to be performed by Seller at or  prior
to  the Closing; and Seller shall have delivered to Buyer on  the
Closing  Date a certificate signed by an appropriate  officer  of
Seller, dated the Closing Date, certifying to the fulfillment  of
the conditions set forth in this Section 7.2(a).

         (b)  Services Agreements.  The "Transgulf Service Agreements"
and the "River Service Agreement" with the customers separately
agreed upon by the parties shall (i) have been provided to IMC,
(ii) be consistent in form and substance with the description of
the contracts as provided to Buyer by Seller (it being understood
that Seller has provided to Buyer a fair and accurate description
of all material terms and conditions of  such Transgulf Service
Agreements), and (iii) have been assigned to Buyer and become
effective in accordance with their terms.

        (c)  Financing.  Buyer shall have received non-recourse financing
on terms no less favorable than those agreed upon by the parties
consistent with the assumption that Buyer will have received a
capital contribution of TWENTY MILLION AND 00/100 DOLLARS
($20,000,000.00) in the aggregate from the partners of the Buyer
(or their Affiliates).

        (d)  Material Adverse Change.  There shall have been no material
adverse change with respect to the (i) the Acquired Assets, (ii)
the condition of the Seller's Business, (iii) environmental
conditions of the Acquired Assets or Seller's Business subsequent
to the Environmental Review, or (iv) the contracts referred to
herein to be assigned by Seller at the Closing.

       (e)  Seller/IMC Agreement.  Seller shall have complied with the
terms of the Seller/IMC Agreement applicable to it.

       (f)  Settlement Agreement.  Seller shall have executed and
delivered to IMC a counterpart of the Settlement Agreement in the
form attached to the Seller/IMC Agreement.

       (g)  Master Agreement.  Seller and MMR shall have complied with
the terms of the Master Agreement applicable to them.

7.3  Conditions to the Seller's Obligations.  The obligation of
the  Seller  to  consummate the Asset  Sale  is  subject  to  the
satisfaction,  at or prior to the Closing, of the conditions  set
forth  below.   The benefit of the conditions is for  the  Seller
only  and may be waived by Seller in writing at any time  in  its
sole discretion.

          (a)   Representations, Warranties and  Covenants.   The
representations and warranties of the Buyer contained in  Article
V  that are qualified as to materiality shall be true and correct
and such representations and warranties that are not so qualified
shall be true and correct in all material respects on the Closing
Date;  Buyer  shall have performed in all material  respects  all
covenants  and  obligations required  by  this  Agreement  to  be
performed by it at or prior to the Closing; and Buyer shall  have
delivered to Seller on the Closing Date a certificate, dated  the
Closing Date, certifying to the fulfillment of the conditions set
forth in this paragraph.

          (b)  Release of Liens.  Seller shall have obtained the release of
all  Liens  by  Seller's commercial lenders including  liens  for
goods and services.

          (c)  Seller/IMC Agreement.  IMC shall have complied with the
terms of the Seller/IMC Agreement applicable to it.

          (d)  Settlement Agreement.  IMC shall have executed and delivered
to  Seller a counterpart of the Settlement Agreement in the  form
attached to the Seller/IMC Agreement.

          (e)  Master Agreement.  IMC, Savage and Buyer shall have complied
with  the  terms of the Master Agreement applicable  to  each  of
them.

                 ARTICLE VIII.       TAX MATTERS

8.1  Buyer shall prepare or cause to be prepared and file or
cause  to  be  filed any Tax Returns that relate to the  Acquired
Assets  or  Assumed Liabilities for taxable periods  which  begin
before  the  Closing Date and end after the Closing  Date  (other
than income Tax Returns).

8.2  Buyer, Seller and MMR shall cooperate fully, as and  to
the  extent  reasonably requested by another party, in connection
with  the filing of Tax Returns pursuant to this Section and  any
audit,  litigation  or other proceeding with  respect  to  Taxes.
Such  cooperation shall include the retention and  (upon  another
party's  request) the provision of records (including  electronic
records)  and  information which are reasonably relevant  to  any
such  audit, litigation or other proceeding and making  employees
available  on  a mutually convenient basis to provide  additional
information  and explanation of any material provided  hereunder.
Buyer,  Seller and MMR agree (a) to retain all books and  records
with respect to tax matters pertinent to the Business relating to
any  taxable period beginning before the Closing Date  until  the
expiration  of  the statute of limitations (and,  to  the  extent
notified by Buyer, Seller or MMR, any extensions thereof) of  the
respective taxable periods, and to abide by all record  retention
agreements  entered into with any taxing authority, (b)  to  give
the  other party reasonable written notice prior to transferring,
destroying or discarding any such books and records and,  if  the
other  party so requests, Buyer, Seller or MMR, as the  case  may
be,  shall allow the other party to take possession of such books
and  records,  and  (c)  to  provide the  other  party  with  any
reasonably requested information within thirty (30) days of  such
request,  provided that each party shall bear its own costs  with
respect to any such information request.

8.3   Buyer, Seller and MMR further agree, upon request,  to
use  their  best reasonable efforts to obtain any certificate  or
other  document  from  any governmental authority  or  any  other
Person  as may be necessary to mitigate, reduce or eliminate  any
Tax  that  could be imposed (including, but not limited to,  with
respect to the transactions contemplated hereby).

8.4   All tax sharing agreements or similar agreements  with
respect  to or involving Seller or MMR, to the extent related  to
any of the Acquired Assets, shall be terminated as of the Closing
Date  and,  after  the Closing Date, Buyer  shall  not  be  bound
thereby or have any liability thereunder.

   ARTICLE IX.    INDEMNIFICATION; SURVIVAL OF REPRESENTATIONS

9.1  Indemnification.

          (a)  From and after the Closing Date, subject to the terms and
conditions of this Article IX (including the limits on  indemnity
set  forth in Section 9.4) Seller, MMR and MOXY shall jointly and
severally indemnify, defend and hold harmless IMC, Savage,  Buyer
and  their  Affiliates, and their respective officers,  directors
and  employees (the "Buyer Indemnitees") from, and  will  pay  to
Buyer  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  Seller  contained in  Article  IV  or  in  the
certificate  furnished pursuant to Section 7.2(a) or  in  any  of
Seller's Ancillary Documents;

               (ii) any breach by Seller of, or failure by Seller to comply
with,  any  agreement  or covenant contained  herein  (including,
without limitation, obligations under Article IX hereof);

               (iii)     any claims by parties other than Buyer or its
Affiliates to the extent caused by acts or omissions of Seller on
or  prior to the Closing Date, including claims for Losses  which
arise or arose out of Seller's operation of the Business prior to
the Closing;

               (iv) any Excluded Liabilities (including those Excluded
Liabilities  referenced  in  Section 10.11),  without  regard  to
whether  such  Excluded  Liabilities  may  be  disclosed  on  the
Disclosure Schedules; and

               (v)  any claims by any parties resulting from the manner
in which Seller or its agents, consultants, or contractors performs or
fails to perform the Remedial Workplan described under Section
10.11(c).

 (b)  After the Closing Date, subject to the terms and conditions
of  this Article IX (including the limits on indemnity set  forth
in  Section  9.4),  Buyer shall indemnify and hold  harmless  the
Seller  and  its  Affiliates and their  respective  officers  and
directors (the "Seller's Indemnitees") from, and will pay to  the
Seller's Indemnitees the amount of, any Losses arising from or in
connection  with  (i)  any  inaccuracy  in  or  breach   of   any
representation or warranty of Buyer contained in Article V or  in
any of Buyer's Ancillary Documents, (ii) a breach by Buyer of, or
failure  by  Buyer  to  comply with, any  agreement  or  covenant
contained  herein  (including,  without  limitation,  obligations
under  Article  IX hereof),  (iii) any Assumed Liabilities,  (iv)
third party claims arising from the operations or conduct of  the
Business or the ownership or use of the Acquired Assets after the
Closing,  or  (v)  environmental liabilities of Buyer  consistent
with Section 10.11.

9.2  Notice and Defense of Claims.

          (a)  A Person seeking indemnification under this Article IX (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 Person not  a  party  to  this
Agreement, the Indemnified Person shall give such Notice within a
reasonable time but in no event later than fifteen (15) 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  fifteen (15) days after  receipt  of  written
notice   thereof  by  the  Indemnified  Person.   Notwithstanding
anything  in this Section 9.2(a) 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
Person  not  a  party to this Agreement, 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
fifteen (15) 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  Article  IX   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 or settlement.

9.3    Survival  of  Representations  and  Warranties.   The
representations  and warranties made by any  party  herein  shall
survive  until  March  31,  2004;  provided,  however,  that  the
representations and warranties contained in Sections  4.15  shall
survive  until  the  expiration  of  the  applicable  statute  of
limitations, and the representations and warranties contained  in
Sections 4.1, 4.2, 4.3, the first two sentences of 4.4(b),  4.10,
4.14, 5.1, 5.2, 5.3 and 5.4 shall not expire.

9.4  Limitations.  Notwithstanding anything to the contrary in
this Agreement:

          (a)  Subject to Section 9.4(f):

               (i)  Seller, MMR and MOXY shall not have any obligation to make
indemnification payments with respect to Indemnity Claims arising
under  Section  9.1(a)(i) (excluding claims  for  breach  of  the
representations  and warranties set forth in Sections  4.1,  4.2,
4.3  and  the  first two sentences of Section  4.4(b))  or  under
Section  10.11(d) with respect to the Acquired Assets  until  the
aggregate  of all claims against such party or parties  hereunder
exceeds  FIVE  HUNDRED THOUSAND AND 00/100 DOLLARS  ($500,000.00)
("Seller's  Indemnity  Basket"), in which event  the  Indemnified
Person shall be entitled to recovery for all Losses including the
amount  less  than  FIVE  HUNDRED  THOUSAND  AND  00/100  DOLLARS
($500,000.00).   Notwithstanding the foregoing, Seller,  MMR  and
MOXY  shall  be obligated to make indemnification payments  under
Sections  10.11(a), (b) and (c) for any and all Losses  and  such
Losses shall not be included in Seller's Indemnity Basket.

               (ii) Buyer shall not have any obligation to make indemnification
payments  with respect to Indemnity Claims arising under  Section
9.1(b)(i)  or  under Section 10.11, until the  aggregate  of  all
claims against such party hereunder exceeds FIVE HUNDRED THOUSAND
AND 00/100 DOLLARS ($500,000.00) ("Buyer's Indemnity Basket"), in
which  event the Indemnified Person shall be entitled to recovery
for  all  Losses  including the amount  less  than  FIVE  HUNDRED
THOUSAND  AND 00/100 DOLLARS ($500,000.00).  Notwithstanding  the
foregoing,  Buyer  shall  be obligated  to  make  indemnification
payments  under Section 10.11(a) for any and all Losses and  such
Losses shall not be included in Buyer's Indemnity Basket.

          (b)  Subject to Section 9.4(f), neither the Seller, MMR nor MOXY
on  the  one hand, nor Buyer, on the other hand, shall  have  any
liability with respect to Indemnity Claims arising under Sections
9.1(a)(i)  or 9.1(b)(i) (excluding claims for the breach  of  the
representations  and warranties set forth in Sections  4.1,  4.2,
4.3  and  the  first two sentences of 4.4(b))  for  an  aggregate
amount  of  all Indemnity Claims in excess of TWENTY MILLION  AND
00/100 DOLLARS ($20,000,000.00).

          (c)  Neither the Seller, MMR, MOXY nor Buyer shall have liability
under  Sections  9.1(a)(i)  or  9.1(b)(i)  unless  Notice  of  an
Indemnity  Claim,  or  Notice of facts as  to  which  a  Loss  is
expected to be incurred, shall have been given prior to  the  end
of    the   applicable   period   specified   in   Section   9.3.
Notwithstanding anything to the contrary herein, nothing in  this
Section  9.4(c)  shall modify the obligation of  the  Indemnified
Persons to give the Notice specified in Section 9.2.

          (d)  In no event shall any recovery under this Agreement include
the  loss  of anticipated profits, loss of managerial time,  lost
opportunity, or other consequential or incidental damages that do
not constitute out of pocket expenses.

          (e)  In the absence of fraud, this Article IX shall serve as the
sole and exclusive remedy of Buyer Indemnitees and the Seller's
Indemnitees for Losses and for any other claims in any way
relating to this Agreement to the exclusion of all other
statutory or common law remedies.

          (f)  Except for claims under Section 10.11(d), the limitations of
Sections  9.4(a), (b) and (c) do not apply with  respect  to  any
claim which arises under Sections 9.1(a)(ii), (iii), (iv) or  (v)
or  9.1(b)(ii), (iii) or (iv), irrespective of whether  any  such
claim  could  also arise under Sections 9.1(a)(i)  or  9.1(b)(i),
respectively.

9.5  Adjustment to Purchase Price.  If Seller makes any payment
to  Buyer pursuant to this Article IX, then such amount shall  be
treated as a reduction to the Purchase Price.

           ARTICLE X.     OTHER POST-CLOSING COVENANTS

10.1 Transfer Taxes.  Except as provided in Section 12.3, Seller
shall  pay  when  due all Taxes incurred in connection  with  the
transactions contemplated by this Agreement.  In addition,  Buyer
shall  hold  Seller harmless from and against any sales,  use  or
transfer  tax  which  has accrued after  the  Closing  Date  with
respect  to the Acquired Assets.  Seller shall provide  to  Buyer
clearance  certificates and within one hundred twenty (120)  days
after the Closing Date, evidence of payment of transfer taxes.

10.2 Assignment of Certain Contracts.  Anything in this Agreement
to   the  contrary  notwithstanding,  to  the  extent  that   any
agreement,  contract,  License or Permit,  Environmental  Permit,
lease,  or other authorization, purchase or sale order, or  other
executory contract or commitment (other than those set  forth  in
Schedule  7.1(d)) for which assignment to Buyer  is  contemplated
hereby  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 Seller agrees to (a) cooperate
with Buyer in any reasonable arrangement designed to provide  for
Buyer  substantially the same benefits and obligations under  any
such   agreement,  contract,  License  or  Permit,  Environmental
Permit, lease, or other authorization, purchase or sale order, or
other  executory contract or commitment without  cost  to  Buyer,
including  (i)  enforcing for the benefit of  Buyer  any  or  all
rights  of  Seller  under  any contract, commitment,  License  or
Permit,  Environmental  Permit or other authorization,  or  other
agreement  against any other Person that is a party  thereto,  or
(ii)  at Buyer's election, not transferring, conveying, assigning
or  delivering to Buyer at the Closing, and retaining legal title
or  right thereto, while permitting Buyer the possession and  use
of  such  assets  or rights for Buyer's account  and  with  Buyer
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 Buyer.  Nothing in this Section
10.2  shall be deemed a waiver of any closing condition set forth
in this Agreement.

10.3 Further Assurances.  Seller and Buyer each 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
Buyer any of the Acquired Assets that are not conveyed to Buyer
at the Closing.

10.4 Record Retention.  Buyer agrees that, for a period of six
(6) years following the Closing, it shall not destroy, discard,
deface or otherwise alter any of the books, records, contracts or
other data of the Business in its possession covering or prepared
during the period ending on the Closing Date, without furnishing
prior Notice to Seller and a reasonable opportunity for Seller,
at its cost, to take custody of such books, records or other
data. Buyer also agrees during such six (6)-year period to
provide Seller, its accountants, counsel and other
representatives, during normal business hours and upon reasonable
Notice, access to such books, records, contracts and other data
in order to enable Seller to prepare any required tax returns and
to prepare for and defend against any tax or other claims or
litigation, and for any other reasonable business purpose related
to Seller's ownership of the Acquired Assets and their operation
of the Business prior to the Closing.

10.5 Mail and Other Communications.

          (a)  The Seller hereby authorizes Buyer after the Closing Date to
receive  and open all mail and other communications addressed  to
the  Seller  received by Buyer at the Terminal Sites and  to  act
with respect to such mail and other communications in such manner
as  Buyer may elect if such mail and other communications  relate
to the Business and related rights and obligations of Buyer under
this Agreement.  If such mail and other communications do not  so
relate,  Buyer  shall forward such mail and other  communications
promptly to the Seller.

          (b)  After the Closing, the Seller shall promptly deliver to
Buyer the original of any mail or other communication received by
it  pertaining to the Business and related rights and obligations
of  Buyer  under this Agreement, and any monies, checks or  other
instruments  of  payment to which Buyer is  entitled,  and  Buyer
shall  promptly  deliver  to the Seller  any  monies,  checks  or
instruments of payment to which the Seller is entitled.

10.6 WARN Act Notice.  Seller shall be solely responsible for
providing  any  notice required under the Worker  Adjustment  and
Retraining  Notification Act (the "WARN Act") by  virtue  of  the
Asset Sale, and shall indemnify and hold Buyer and its Affiliates
harmless from any liability arising from any failure of Seller to
fully comply with the requirements of such WARN Act.

10.7 Reasonable Cooperation.  The Seller will (a) consult with
Buyer prior to the Closing with the view of achieving a smooth
transition of ownership from Seller to Buyer with minimal
disruption to the Business, (b) provide reasonable assistance to
Buyer in contacting any material customer of the Seller 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 (c) keep Buyer
reasonably informed concerning any material developments in the
Business.

10.8 Risk of Loss.  Until Closing, the Acquired Assets shall be
at the sole risk and loss of Seller.  Upon the Closing, title and
all risk of loss shall transfer to Buyer.  Seller shall keep the
Acquired Assets insured against loss or damage in accordance with
its existing insurance coverage until the Closing.
10.9 Covenant Not to Compete; Confidentiality.  As an inducement
for Buyer to enter into this Agreement, each of Seller and MMR
covenants and agrees that:

          (a)  From and after the Closing and continuing for the lesser of
seven (7) years and the longest time permitted by applicable  law
(the  "Non-Compete Period"), neither such party or  any  of  such
party's  Affiliates shall do any one or more  of  the  following,
directly or indirectly:

               (i)  Control, manage, operate, be employed or engaged (whether
as a  consultant,  or  otherwise) by, or  otherwise  participate  or
engage  in  any  business,  or own any  interest  in  any  entity
whatsoever, if such entity is engaged, in the broadest geographic
region  allowable by applicable law, in any business  engaged  in
the  purchase,  sale,  terminaling,  handling,  transporting   or
storage of sulphur; or

               (ii) Solicit for a business competitive with the Business any
customer of the Buyer that was a customer of Seller or MMR on  or
prior  to  the  Closing for a service that  is  provided  by  the
Business as of the Closing.

          (b)  For the longest period permitted by applicable law following
the Closing Date, Seller, MMR and their Affiliates shall hold  in
strictest confidence, and not, without the prior written approval
of  Buyer, use for their own benefit or the benefit of any  party
other  than  Buyer, or disclose to any Person  other  than  Buyer
(other  than  as  required by law) any information  of  any  kind
relating to the Business or Buyer, except such information as was
publicly  available prior to the Closing Date; provided, however,
that  this  provision shall not prohibit disclosure by Seller  of
information to its lenders and their counsel.

          (c)  Seller acknowledges that this Section 10.9 is to be governed
by the laws of Delaware and recognizes that the territorial, time
and  scope limitations set forth in each agreement set  forth  in
Sections  10.9(a)  and 10.9(b) are reasonable  and  are  properly
required  for  the protection of Buyer's legitimate  interest  in
client  relationships, goodwill and trade  secrets,  and  in  the
event  that  any  such territorial, time or scope  limitation  is
deemed  to  be unreasonable by a court of competent jurisdiction,
Buyer  and  Seller agree, and Seller submits, to the modification
of  any or all of said territorial, time or scope limitations  to
such an area, period or scope as said court shall deem reasonable
under  the  circumstances.  If such partial  enforcement  is  not
possible,  the  provision  shall  be  deemed  severed,  and   the
remaining provisions of this Agreement shall remain in full force
and effect.

Notwithstanding the foregoing provisions of this Section 10.9  or
anything else to the contrary in this Agreement, Seller  and  MMR
shall  be permitted, without restriction or penalty, to  sell  or
otherwise  convey, terminal, handle, transport and store  sulphur
recovered in connection with the ordinary course of oil  and  gas
production  and  related  activities by  Seller,  MMR  and  their
respective  Affiliates.   Nothing  in  this  Section  10.9  shall
prohibit  Seller from selling the Port Sulphur Terminal  (or  any
portion thereof) to a party which intends to use the property  in
connection  with  the storing and handling  of  sulphur.   For  a
period  of  ten (10) years following the Closing Date, if  Seller
proposes  a  sale of the Port Sulphur Terminal to an identifiable
third  party, Seller shall notify Buyer and provide Buyer a right
of  first  negotiation  with respect  to  the  purchase  of  such
property.

10.10     Accounts Receivable.  After the Closing:

          (a)  In the event Seller shall receive any payment, some or all
of  which  relates  to services provided by  Buyer  that  is  not
reflected in a proration pursuant to Section 2.6(a), then  Seller
shall promptly deliver to Buyer the amount owed to Buyer.

          (b)  In the event Buyer shall receive any payment, some or all of
which  relates  to  services  provided  by  Seller  that  is  not
reflected  in a proration pursuant to Section 2.6(a), then  Buyer
shall promptly deliver to Seller the amount owed to Seller.

10.11     Environmental Matters.

          (a)  Buyer will repair, maintain, abate and remove asbestos-
containing  material at the Acquired Assets as necessary  in  the
normal   course  of  business  and  consistent  with   applicable
standards.  By  means  of  this Section 10.11(a),  Buyer  is  not
assuming  any obligation for, and Seller indemnifies  Buyer  from
any  Losses  related to, claims from individuals concerning  pre-
Closing exposure to asbestos containing materials at the Acquired
Assets.   Buyer  indemnifies Seller from any  Losses  related  to
claims  from  individuals  concerning  post-Closing  exposure  to
asbestos containing materials at the Acquired Assets.

          (b)  Wastewater Treatment System at Galveston.

               (i)  Buyer will operate and maintain the wastewater treatment
system at the Terminal Site at Galveston (the "WWTS") in a manner
that:  (1)  satisfies the material terms of Galveston's  National
Pollution   Discharge  Elimination  System  permit  (the   "NPDES
Permit"),  (2)  conforms  to  customary  business  practices  for
operation of the WWTS, and (3) conforms to the Seller's operating
procedures and WWTS facility design in existence at the  time  of
Closing  (but  only to the extent that such operating  procedures
and  WWTS  facility designs meet the requirements  of  the  NPDES
Permit).   In  the case of each of (1), (2) and (3),  Buyer  will
conduct  all  operations  with  the  objective  of  meeting   the
discharge limitations on copper contained in the NPDES Permit.

               (ii) Subject to Sections 10.11(b)(iv) and 10.11(f), if within two
(2)  years  after Closing, the operator of the Terminal  Site  at
Galveston  determines  in the exercise of  its  prudent  business
judgement,  that the WWTS cannot meet the NPDES permit conditions
related  to copper, Buyer shall inform Seller of this conclusion.
Buyer  and  Seller agree equally to divide the costs, up  to  the
first ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000.00),  for
modification of the WWTS solids handling system to promote sludge
removal.   Costs  in  excess of ONE HUNDRED THOUSAND  AND  00/100
DOLLARS  ($100,000.00)  and fines or  penalties  related  to  the
failure  of  the  WWTS  to meet the NPDES permit  conditions  for
copper will be borne solely by Seller.

(iii)     Subject to Sections 10.11(b)(iv) and 10.11(f), if
within two (2) years after the sludge handling system
modifications are completed, the WWTS continues chronically to
violate the NPDES permit conditions related to copper, Seller
will indemnify Buyer for any commercially reasonable expenditures
to bring the WWTS into material compliance with the NPDES permit
conditions related to copper and for any fines or penalties
related to the failure of the WWTS to meet the NPDES permit
conditions for copper.  Buyer will consult with Seller to
identify and select commercially reasonable methods for
minimizing any costs associated with bringing the WWTS into
material compliance with the NPDES Permit conditions related to
copper.

(iv) The provisions in Sections 10.11(b)(ii) and (b)(iii) shall
apply  only if: (1) the violations of the NPDES permit conditions
related  to  copper results from circumstances  other  than  post
Closing operation of the Business (including any changes made  by
the  facility  operator to the physical design of the  WWTS,  any
modification to the soils or encapsulation barriers in  place  at
the  time  of  Closing that were installed  for  the  purpose  of
containing  the copper in the soils within the vat area,  or  the
presence  of  other non-sulfur materials that contain  copper  or
compounds known to mobilize copper that were introduced into  the
vat  area  subsequent to Closing); and (2) the facility  operator
has  satisfied  the  conditions set forth in Section  10.11(b)(i)
above.

(v)  Buyer will promptly notify Seller of any NPDES Permit
exceedence for copper at the Galveston Terminal Site.

          (c)  Seller and Buyer acknowledge that chlorinated organic
compounds  have been detected at the Terminal Site in  Galveston,
Texas in soil and groundwater samples taken from borehole B2  (as
designated in the Environmental Review) and at sampling locations
P-1, P-3, P-4, P-5, P-6, P-7, P-9 and P-10 (as designated in  the
Supplemental  Sampling Data) (collectively, these  locations  are
the "Remediation Site").  To address these sampling results:

(i)  Buyer will delineate the nature and extent to which the soil
and  groundwater conditions at the Terminal Site at Galveston are
attributable to chlorinated organic compounds in the vicinity  of
the locations set forth above.  Such delineation, which shall  be
conducted  pursuant  to an agreed written investigatory  workplan
("Investigatory Workplan") to be prepared by Buyer  and  approved
by  Seller (which approval shall not be unreasonably withheld  or
delayed)  no  later  than May 15, 2002, shall  be  necessary  and
sufficient  to  support  development  of  a  reasonable  Remedial
Workplan designed to meet the Criteria.  Buyer shall expend up to
the  first  ONE HUNDRED THOUSAND AND 00/100 Dollars ($100,000.00)
to prepare and perform the Investigatory Workplan, with Seller to
expend the remaining amounts consistent with the purposes of this
Section 10.11(c), if necessary.

(ii) Taking into account the information generated in connection
with  performance  of  the Investigatory Workplan,  Seller  shall
prepare  and  Buyer shall approve (which approval  shall  not  be
unreasonably  withheld  or delayed) a written  remedial  workplan
("Remedial  Workplan") to address soil and groundwater conditions
at  the  Terminal  Site  at Galveston that  are  attributable  to
chlorinated  organic  compounds at  the  Remediation  Site.   The
Remedial  Workplan shall be designed to assure  that  chlorinated
organic  compound concentrations in soil and groundwater  at  the
Remediation  Site meet the Criteria.  In deciding  among  various
alternative courses of action under the Remedial Workplan,  equal
consideration  shall  be  given  to  compliance  with  applicable
Environmental   Laws,   cost   minimization,   minimization    of
interference  with  Buyer's ongoing operations  at  the  Terminal
Site, and expeditious completion of the Remedial Workplan.  After
approval of the Remedial Workplan by Buyer, Seller shall, at  its
own  cost  and expense, conduct the Remedial Workplan to  achieve
timely  reasonable progress taking into account prudent  business
practices,  in  accordance  with  timetables  set  forth  in  the
Remedial  Workplan,  shall follow good environmental  engineering
practice  and  shall  incorporate remedial and  sampling  methods
approved  in  applicable regulatory guidance or under  applicable
Environmental   Laws.    Prior  to   retaining   consultants   or
contractors to assist in executing the Remedial Workplan,  Seller
shall  provide  Buyer with a list of prospective  consultants  or
contractors and Buyer shall strike from that list any contractors
or  consultants  that  Buyer believes, in  its  prudent  business
judgment,  do not meet Buyer's standard requirements  for  onsite
contractors  or consultants.  Seller shall select its consultants
or  contractors  only  from those remaining  on  the  list  after
Buyer's review.

(iii)   The Remedial Workplan shall be deemed complete when the
following  conditions  have  been  met:   (A)  concentrations  of
chlorinated organic compounds in confirmatory samples taken  from
excavations at the Remediation Site (where soil removal has  been
performed)  and in five representative soil locations within  the
Remediation  Site at appropriate depths at each  location  (where
other  forms  of remediation have been used) reflect  chlorinated
organic   compound  concentrations  at  or  below  the   selected
Criteria,  or when a governing regulatory authority confirms  the
adequacy  of  soil  remediation; (B) four  consecutive  quarterly
groundwater  samples  taken  at three representative  groundwater
monitoring  well  locations within the Remediation  Site  reflect
chlorinated  organic  compound concentrations  at  or  below  the
selected  Criteria,  or  when  a governing  regulatory  authority
confirms  the  adequacy  of  ground water  remediation;  (C)  any
remedial  excavations have been backfilled and graded  to  return
the Remediation Site to essentially the physical condition it was
in  before  excavation  or to such other condition  as  has  been
mutually  agreed  by the parties; (D) excavated  soil  and  other
materials  related to the remediation have been sent offsite  for
appropriate  disposal  or otherwise managed  in  accordance  with
applicable  standards under applicable Environmental  Laws  (with
Seller  assuming responsibility for manifesting and disposing  of
materials  if  necessary); and (E) any groundwater monitoring  or
remediation  wells have been plugged and abandoned  or  otherwise
secured  to  prevent  tampering and allow  future  monitoring  if
necessary.

(iv) Seller will notify Buyer in writing when it believes that it
has   satisfied  Section  10.11(c)(iii)  for  completion  of  the
Remediation Workplan.  Within ten (10) Business Days of receiving
such  notice,  Buyer  shall notify Seller  with  specificity,  in
writing,  if  it  believes Seller has failed to  satisfy  Section
10.11(c)(iii).   Seller, after consulting with Buyer,  will  take
such  actions  as are necessary to fulfill the are  necessary  to
fulfill Section 10.11(c)(iii).

(v)  Buyer shall give Seller and its employees, consultants,
contractors  and  agents access at all reasonable  times  to  the
Remediation  Site  as may be reasonably requested  by  Seller  to
enable  Seller  to  carry out the Remedial Workplan  and  related
obligations.  Seller and Buyer agree to use their best efforts to
minimize  the  costs  of, and disruption of operations  resulting
from, execution of the Remedial Workplan.  The parties shall keep
each  other  fully informed as to the progress  of  the  Remedial
Workplan, including but not limited to providing the other  party
with  copies  of  any reports, investigations  or  correspondence
relevant  or  relating  to  the  Remedial  Workplan  or  to   any
discussions with the relevant environmental authorities.

(vi)  Seller's performance of its obligations under this Section
10.11(c)  shall  be  guaranteed by the escrow  established  under
Section 2.5(c)(ii).  Such escrow shall be immediately released to
Buyer  if Seller fails to demonstrate timely reasonable progress,
taking   into   account  prudent  business   practices,   towards
completion of the Remedial Workplan as determined by Buyer  using
its  prudent  business judgment; provided  that  Buyer  shall  be
required  to  use  all  such amounts of  the  escrowed  funds  as
necessary  to  remediate  chlorinated organic  compounds  at  the
Remediation  Site and shall release to Seller any unused  portion
of  the Escrow Amount following completion of remediation at  the
Remediation Site in accordance with the conditions set  forth  in
Section 10.11(c)(iii).

(vii)     For purposes of this Section 10.11(c), "Criteria" shall
be  established  in the Remedial Workplan and  shall  mean:   (A)
remediation  standards  mutually agreed upon  between  Buyer  and
Seller; or (B) regulatory remediation standards applicable to the
Terminal  Site  at  Galveston; or (C)  site-specific  remediation
standards    approved   by   applicable   governing    regulatory
authorities.

(viii)    Buyer and Seller will cooperate in efforts initiated
either individually or collectively, to obtain the maximum
recovery of costs available from third parties to address matters
under this Section 10.11(c).

          (d)  Seller will close the percolation pond at the Terminal Site
at   Port   Sutton  in  a  timely  fashion  in  accordance   with
Environmental  Laws  and a written closure plan  and  to  address
issues  regarding the percolating pond raised by the Hillsborough
County  EPC  in  Warning Notice #24653 dated  February  27,  2002
("WN").   Seller  shall  obtain  written  confirmation  from  the
appropriate regulatory agencies that the closure plan is adequate
under  applicable  Environmental Laws  and  to  address  the  WN.
Within  sixty  (60)  days  after Closing,  Seller  will  use  all
commercially reasonable efforts to arrange for the collection and
off-site disposal of the combined Softener Regen Effluent  (SRE)/
Boiler  Blowdown  Effluent  (BBE) wastestream  generated  at  the
Terminal  Site.   These  arrangements will  include  but  not  be
limited  to:  (1)  the  sampling and  chemical  analyses  of  the
combined SRE/BBE wastestream necessary to obtain a contract  with
a  licensed DOT-certified waste transporter for approved disposal
of  that  wastestream  at one of the City of  Tampa's  wastewater
treatment  plants;  and  (2)  the installation  of  a  wastewater
management  system.   Such  wastewater  management  system   will
consist  of  an  aboveground  tank  and  associated  piping   and
appurtenances  with  a  volume  sufficient  to  provide  adequate
accumulation,  but not less than five thousand  (5,000)  gallons,
for  the  combined SRE/BBE effluent flow.  Once Seller  has  made
arrangements for collection and off-site disposal of the combined
SRE/BBE wastestream, Buyer shall be responsible for carrying  out
the arrangements at its expense.

          (e)  Buyer will be responsible for those portions of the
environmental,  health,  safety, or reclamation  liabilities  and
obligations that are associated with or result from operations of
the Business or the Acquired Assets subsequent to Closing. At the
time  of  the permanent termination of sulfur operations  at  the
Acquired  Assets,  Buyer hereby indemnifies and  agrees  to  hold
harmless  Seller from the following obligations and  liabilities:
dismantling and removing above-ground facilities at the  Acquired
Assets;  removing  docks  and  other water  borne  structures  as
required  by  the United States Coast Guard or other governmental
authority  with  jurisdiction over  the  docks  and  water  borne
structures  at  the Acquired Assets; removing raw  materials  and
products stored above-ground or accumulated in unloading trenches
at  the Acquired Assets, including, as necessary, the removal  of
up to six inches of the underlying soil in the sulfur storage vat
area  at  the  Galveston Terminal and backfilling to  grade  with
appropriate  fill material (collectively "Shut-Down Obligations")
and  any liabilities or obligations resulting from or related  to
the  manner in which Buyer performs or fails to perform the Shut-
Down Obligations.

          (f)  By means of this Section 10.11(f), Buyer is not assuming any
obligation  for any Excluded Liabilities or Excluded  Assets  and
those  Excluded  Liabilities  and  Excluded  Assets  remain   the
obligation of Seller.  Notwithstanding the foregoing, and  except
for  (i) those matters set forth in Section 10.11(b) (c) and  (d)
above and (ii) those claims related to Excluded Assets -- each of
which  shall be covered regardless of the nature of the claim  or
the  manner  in which the claim arises -- Seller's obligation  to
indemnify  Buyer  for  those  breaches  of  representations   and
warranties  set forth in Section 4.10 in accordance with  Section
9.1(a)(i)  and  for those Losses related to Excluded  Liabilities
covered  under  Section  9.1(a)(v) shall  extend  only  to  those
liabilities  or obligations that arise from or are related  to  a
claim   made   against  Buyer  independently  by  a  governmental
authority  or  a  third  party or to  obligations  arising  under
applicable Environmental Laws.

10.12  Confidentiality Agreements with Third Parties.  Each of
MMR and Seller shall use its best efforts to enforce the terms of
any  confidentiality or standstill agreements with third  parties
relating to the Acquired Assets and to require any such party  to
return any confidential information regarding the Business  which
they  have  obtained  pursuant to any such  agreements.   All  of
Seller's  rights  in and to such confidentiality  and  standstill
agreements  (to  the  extent relating to the Business)  shall  be
assigned to Buyer upon the occurrence of the Closing.

10.13     Docking Rights.  Seller hereby agrees to permit Buyer
marine  and land access to its dock at the Port Sulphur  Terminal
for fleeting the M/V Benno C. Schmidt and storing spare parts and
related  equipment  (including the items set  forth  on  Schedule
2.1(c)  that  are  located at the Port Sulphur  Terminal  on  the
Closing  Date)  for  the six (6)-month period after  the  Closing
Date.   Buyer  hereby  agrees to permit Seller  marine  and  land
access to its dock at the Galveston Terminal for fleeting the M/V
Marine  Duval  and storing spare parts and related equipment  for
the  six  (6)-month period after the Closing Date.   Each  vessel
owner  shall  pay all costs associated with docking  its  vessel,
including  utilities.  Neither Buyer nor Seller has any liability
for security of, or loss or damage to, the other party's vessel.

10.14     Right of Access.  Following the Closing, Buyer will
provide Seller with access to the Acquired Assets, upon
reasonable notice, for purposes of removing marks in accordance
with Section 2.2(f) and assessing, monitoring and remediating
environmental matters.

10.15     Devon Settlement Agreement.  Buyer will cooperate with
Seller and use its good faith, commercially reasonable efforts to
assist Seller with obtaining a release of the money in escrow
pursuant to the Devon Settlement Agreement.

                   ARTICLE XI.    TERMINATION

     11.1 Termination.  This Agreement may, by Notice given at or
prior to the Closing, be terminated:

          (a)  By the mutual written consent of Seller, IMC, Savage and
Buyer;

          (b)  By IMC or Buyer if any condition to Closing required by
Sections 7.1 or 7.2 has not been met or waived by each party
entitled to grant such waiver by May 31, 2002 and the Asset Sale
has not occurred by such date;

          (c)  By Seller if any condition to Closing required by Sections
7.1  or 7.3 has not been met or waived by each party entitled  to
grant  such  waiver by May 31, 2002 and the Asset  Sale  has  not
occurred by such date; and

          (d)  By IMC, Savage or Seller if the condition required by
Section 7.1(e) has not been met by April 30, 2002 or waived;

provided that in the case of Sections 11.1(b), (c) or (d)  above,
such  Notice may not be given after the applicable condition  has
been  satisfied;  and  provided,  further,  that  the  right   to
terminate this Agreement pursuant to this Section 11.1 shall  not
be  available to a party if its failure to fulfill or perform any
obligation  or  its breach of a representation or warranty  under
this   Agreement  has  been  a  substantial  cause  of,  or   has
substantially resulted in, the non-fulfillment of a condition  to
Closing.

11.2 Effect of Termination; Survival.  Upon termination of this
Agreement  pursuant to Article XI, 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
except  for  any  liability of a party hereto arising  out  of  a
material  breach of its representations and warranties  contained
herein  or  arising out of a material breach of any  covenant  in
this Agreement prior to the date of termination.

11.3 Exclusive Termination Rights.  Neither IMC, Savage, Buyer
nor  Seller  may  terminate this Agreement  for  any  reason  not
expressly   provided  in  Section  11.1  hereof.   The  foregoing
notwithstanding, any claim of either Buyer or Seller against  the
other  shall  survive  beyond the Closing  Date  as  provided  in
Section  9.3  hereof and neither party shall be  deemed  to  have
waived  any  right  solely by virtue of Closing the  transactions
contemplated by this Agreement.

                  ARTICLE XII.   MISCELLANEOUS

12.1  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 seventy-two
(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 Seller:

          Freeport-McMoRan Sulphur LLC
          1615 Poydras Street
          New Orleans, Louisiana  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, Esq.
          Facsimile No: (504) 589-8412

     If to MMR:

          McMoRan Exploration Co.
          1615 Poydras Street
          New Orleans, Louisiana  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, Esq.

          Facsimile No: (504)589-8412

     If to MOXY:

          McMoRan Oil & Gas LLC
          1615 Poydras Street
          New Orleans, Louisiana  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, Esq.
          Facsimile No: 504-589-8412

     If to Buyer:

          Gulf Sulphur Services Ltd., LLP
          c/o Savage Industries Inc.
          5250 South Commerce Drive
          Suite 200
          Salt Lake City, Utah  84107
          Attention:  Executive Vice President, Chemical Refining
          and Industrial Services
          Facsimile No: (801) 269-0543

     with a copy to:

          Gulf Sulphur Services Ltd., LLP
          c/o Savage Industries Inc.
          5250 South Commerce Drive
          Suite 200
          Salt Lake City, Utah  84107
          Attention:  Executive Vice President and General
          Counsel
          Facsimile No: (801) 261-8766

     and:

          Gulf Sulphur Services Ltd., LLP
          c/o IMC Global Inc.
          Suite 300
          100 Saunders Road
          Lake Forest, Illinois  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.

12.2 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.

12.3 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.
Notwithstanding the foregoing, (a) Seller shall pay the cost of
all title commitments on the Real Property, (b) Buyer and Seller
shall each pay one-half (1/2) of the premiums for the owner's
policies of title insurance (including the fee for any survey
endorsement) to be issued to Buyer by the title company on the
Real Property at Closing, (c) Seller shall pay the cost of all
surveys on the Real Property, and (d) Buyer shall pay the fees,
taxes and costs for recording any deeds and assignments.

12.4 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 "Articles," "Sections" or "Schedules" shall be
Articles  or  Sections of or Schedules 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.

12.5  Integrated Agreement.  This Agreement (along with  the
Exhibits  and Schedules referenced herein), the Buyer's Ancillary
Documents,  the Seller's Ancillary Documents, the Confidentiality
Agreements, and the other documents and agreements to be executed
pursuant  to  such documents 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
Articles IV and V, and in any Schedule or Exhibit thereto or  any
certificate  delivered  pursuant to Article  VII,  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).   Without
limiting  the  generality of the foregoing, this Agreement  shall
not  be  governed by the warranties provided by Article 2 of  the
Uniform  Commercial  Code  or any similar  laws  adopted  in  any
jurisdiction.  A disclosure set forth in a particular schedule in
the  Disclosure  Schedule  shall be deemed  to  modify  only  the
representation and warranty to which such disclosure specifically
relates,  and shall not be deemed disclosed with respect  to  any
other   schedules   in   the   Disclosure   Schedule   or   other
representation or warranty.

12.6  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  of  Buyer,  and  the
Seller 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.

12.7 Guaranty.  Each of MMR and MOXY hereby unconditionally,
absolutely, continuingly and irrevocably guarantees, as a primary
obligor and not merely as a surety, to Buyer the performance by
Seller of all of its covenants, agreements, obligations and
liabilities arising under or pursuant to this Agreement, whether
direct or indirect, absolute or contingent, now or hereafter
existing, or due or to become due (the "Seller Liabilities").
Buyer shall not be required to seek to enforce or resort to any
remedies against Seller on account of Seller Liabilities.  Each
of MMR's and MOXY's obligations and liabilities to Buyer under
this Section 12.7 shall in no way be impaired, affected, reduced
or released by reason of the voluntary or involuntary
liquidation, dissolution, sale or other disposition of all of
substantially all of the assets of Seller or the marshaling of
assets and liabilities, receivership, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization,
arrangement, composition with creditors or readjustment of, or
other similar proceedings or any other inability to pay or
perform affecting, Seller or any of its assets, or any allegation
concerning, or contest of the legality or validity of, the
indemnification obligations under this Agreement.

12.8 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, except that Buyer may assign its rights to a
wholly-owned subsidiary hereunder as long as Buyer is not
relieved of its obligations hereunder.  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; provided that IMC shall have the
rights of a third party beneficiary with respect to the rights of
Buyer hereunder.

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

12.10     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.

12.11     Specific Performance.  Each party agrees that if either
party fails to consummate the transactions contemplated herein
for any reason other than as permitted by Section 11.1, such
failure will cause irreparable injury, the amount of which will
be impossible to estimate and which cannot be adequately
compensated.  Accordingly, the parties agree that in such event,
in addition to any other remedy which may be available at law or
in equity, the other party consents to and shall be entitled to
specific performance and injunctive relief, without posting bond
or other security, and without the necessity of proving actual
damages.
          [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:   /s/ Richard C. Adkersen
                                           ------------------------
                                      Name: Richard C. Adkersen
                                      Title:


                                   McMoRan EXPLORATION CO.



                                      By:  /s/ Richard C. Adkersen
                                           -----------------------
                                      Name:    Richard C. Adkersen
                                      Title:


                                   McMoRan OIL & GAS LLC



                                      By: /s/ Richard C. Adkersen
                                         ------------------------
                                      Name: Richard C. Adkersen
                                      Title:


                                   GULF SULPHUR SERVICES LTD., LLP


                                   By:Sulphur Assets Holding Company, LLC
                                   Its:           General Partner


                                   By:     Savage Industries Inc.
                                   Its:                    Member


                                         By: /s/ Allen B. Alexander
                                            -----------------------
                                       Name:  Allen B. Alexander
                                      Title: