EXHIBIT 10.15

                  ANHYDROUS AMMONIA PURCHASE AGREEMENT (EX-IM)


This ANHYDROUS AMMONIA PURCHASE AGREEMENT dated as of October 18, 1996, among
MISSISSIPPI CHEMICAL CORPORATION, a Mississippi corporation, together with its
successors and permitted assigns ("MCC"), FARMLAND INDUSTRIES, INC., a Kansas
corporation, together with its successors and permitted assigns ("Farmland"),
and FARMLAND MISSCHEM LIMITED, a limited liability company organized under
The Companies Ordinance of The Republic of Trinidad and Tobago, together with
its successors and permitted assigns ("Seller").

                              W I T N E S S E T H:

WHEREAS, Seller is developing and will own and operate an anhydrous ammonia
production facility which will be located on the island of Trinidad in The
Republic of Trinidad and Tobago, and which is expected to be capable of
producing approximately 650,000 tonnes of anhydrous ammonia per year; and

WHEREAS, Seller wishes to sell its total anhydrous ammonia output to MCC and
Farmland, and MCC and Farmland wish to purchase from Seller, each on an
individual but not joint basis, a portion of the total anhydrous ammonia 
output produced by the Facility, in accordance with the terms and conditions 
set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller, MCC and Farmland hereby mutually agree as follows:

                                   ARTICLE 1
                                  DEFINITIONS
                                  
1.1    Definitions.

       Each of the following capitalized terms when used herein shall have the
       meaning indicated below:

       "Accumulation Account" means a notional account established for each
       Buyer on the books of Seller which shall be equal to the sum of (a) any
       positive balance in such Buyer's Prior Contract Accumulation Account
       existing as of the end of the term of the Prior Contract, (b) all Excess
       payments made by such Buyer pursuant to Section 2.6.1 and (c) all Dollar
       Credits earned by such Buyer pursuant to Section 2.5.2.

       "Adjusted Price" means the Ammonia Market Price less five percent (5%).

       "Agreement" means this Anhydrous Ammonia Purchase Agreement dated as of
       October 18, 1996, among MCC, Farmland and Seller, including all Exhibits
       hereto, as such may be amended, supplemented, restated, novated, renewed
       or modified from time to time.

       "Ammonia Floor Price" means the price per tonne for Delivered Product
       or Deemed Delivered Product for the applicable Year set forth in the
       following table:

<TABLE>
              YEAR           PRICE
              <S>        <C>
               1         $(confidential treatment has been requested) USD
               2         $(confidential treatment has been requested) USD
               3         $(confidential treatment has been requested) USD
               4         $(confidential treatment has been requested) USD
               5         $(confidential treatment has been requested) USD
               6         $(confidential treatment has been requested) USD
               7         $(confidential treatment has been requested) USD
               8         $(confidential treatment has been requested) USD      
               9         $(confidential treatment has been requested) USD
              10         $(confidential treatment has been requested) USD
              11         $(confidential treatment has been requested) USD
              12         $(confidential treatment has been requested) USD
</TABLE>

       "Ammonia Market Price" means, as of any particular date, the price for
       anhydrous ammonia determined in accordance with Section 2.6.3.

       "Bill of Lading" means a bill of lading to be issued by the master of
       each Buyer's Vessel promptly after the completion of loading of such
       Buyer's Vessel setting forth (a) the respective dates and times of
       commencement and completion of loading of Buyer's Vessel; (b) the total
       quantity of Delivered Product; and (c) such other information as may be
       required pursuant to the charter party for the Buyer's Vessel and
       otherwise pursuant to applicable law and shipping industry practice.

       "Business Day" means a day on which business by and among banks may be
       carried on in The Republic of Trinidad and Tobago, New York City,
       Mississippi and Missouri, but in no event shall it include a Saturday 
       or a Sunday.

       "Buyer" means either MCC or Farmland, as the case may be, and "Buyers"
       means both MCC and Farmland.

       "Buyer-Caused Shutdown" means a shutdown of the Facility caused solely
       by failure of a Buyer to take Tendered Product at a time when Seller's
       Storage Tanks are full, which failure was not excused by Limited Force
       Majeure.

       "Buyer Payment Failure" means the failure of a Buyer, which failure has
       continued for at least ten (10) Business Days, to make payment for
       Tendered Product or Deemed Delivered Product when due under this
       Agreement.
       
       "Buyer's Vessels" means any ocean-going vessels owned, controlled or
       hired by a Buyer for purposes of transporting Product.

       "Challenged Amount" has the meaning set forth in Section 3.3.

       "Commencement Date" means the date of funding of a direct term loan 
       for the Facility provided by the Export-Import Bank of the United 
       States pursuant to the Financing Documents to which it is a party.

       "Consent and Agreement" has the meaning set forth in Section 11.1.3.

       "Coordinating Committee" means the Savonetta Pier Coordinating
       Committee comprised of representatives of NGC, NEC, Seller and any 
       other participant as may be advised by NGC and NEC from time to time.

       "Deemed Delivered Product" means, with respect to any particular time
       period during which a Buyer Payment Failure is not in existence, the
       aggregate tonnage of Product that Seller was unable to produce during
       such time period solely as a result of a Buyer-Caused Shutdown; provided
       that Deemed Delivered Product for any particular time period shall not
       exceed the product of (a) 1600 tonnes and (b) the number of days or
       portions thereof (rounded to the nearest hour) of Buyer-Caused Shutdown
       within such period.

       "Deliver," "Delivery" and "Deliveries" refer to the actual
       transmission of Product by Seller to a Buyer at the Delivery Point.

       "Delivered Product" means Product actually Delivered to a Buyer
       pursuant to this Agreement.  For the sole purpose of determining which
       week's Ammonia Market Price is in effect, Product is considered to be
       Delivered Product upon completion of loading of the Buyer's Vessel 
       upon which such Product is to be transported, as evidenced by the 
       relevant Bill of Lading.

       "Delivery Point" means the flanged inlet pipe of a Buyer's Vessel.

       "Delivery Shortfall" has the meaning set forth in Section 3.1.4.

       "Dollar" or "$" means United States dollars.

       "Dollar Credit" means the credit, expressed in Dollars, accorded to a
       particular Buyer pursuant to Section 2.5.2 in connection with all
       payments made by such Buyer with respect to Deemed Delivered Product.

       "EPC Contract" means that certain Engineering, Procurement and
       Construction Contract dated as of December 20, 1995, between Seller and
       The M. W. Kellogg Company, as may be amended, supplemented, novated,
       suspended, restated or modified from time to time.

       "Excess" has the meaning set forth in Section 2.6.1.

       "Facility" means the anhydrous ammonia production facility (including
       the Seller's Storage Tanks and the facilities used to transport Product
       to the Delivery Point) to be designed, financed, constructed, owned,
       maintained and operated by Seller on the island of Trinidad in The
       Republic of Trinidad and Tobago, with a designed production capacity of
       approximately 650,000 tonnes of anhydrous ammonia per Year.

       "Farmland" has the meaning set forth in the preamble to this Agreement.

       "Financing Documents" has the meaning set forth in Section 11.1.3.

       "Force Majeure" means any occurrence or circumstance (a) which is
       beyond the control of the Party affected thereby, (b) which is not the
       result of fault or negligence on the part of the Party affected thereby,
       and (c) whose effects could not have been avoided or overcome by 
       exercise of due diligence and reasonable efforts on the part of the 
       Party affected thereby.  Lack of funds, market fluctuations or 
       unfavorable market conditions shall not under any circumstances be 
       considered Force Majeure.

       "Lender" means the financial institutions providing construction and/or
       permanent financing for the Facility pursuant to the Financing 
       Documents.

       "Limited Force Majeure" means any occurrence or circumstance that would
       be encompassed within the definition of Force Majeure set forth in this
       Agreement, excepting:

               (a)    maritime casualties to Buyers' Vessels (other than as 
                      such casualties result from war),

               (b)    weather conditions to the extent such conditions impair
                      movement of Buyers' Vessels,

               (c)    labor disturbances carried out by Buyers' employees or 
                      the crew of Buyers' Vessels,

               (d)    commercial unavailability of suitable ocean transport
                      vessels with which to take timely receipt of Tendered
                      Product (other than as such unavailability results from
                      war), or

               (e)    unavailability of the port or other receiving facilities
                      at which Buyer's Vessels are intended to be unloaded.
                      
       "MCC" has the meaning set forth in the preamble to this Agreement.
       
       "Month" means, with respect to the first Month after the Commencement
       Date, the period commencing on the Commencement Date and ending at 12:00
       midnight on the last day of the first complete calendar month to follow
       the Commencement Date, and thereafter means each succeeding calendar
       Month during the remainder of the Term.

       "NEC" means The National Energy Corporation Limited, a company
       incorporated under the laws of The Republic of Trinidad and Tobago,
       together with its successors and permitted assigns.

       "NGC" means The National Gas Company of Trinidad and Tobago Limited, a
       company incorporated under the laws of The Republic of Trinidad and
       Tobago, together with its successors and permitted assigns.

       "Parties" means Buyers and Seller, collectively, and "Party" means
        either of the Buyers or Seller, individually, as the case may be.

       "Performing Buyer" means, with respect to any period in which there is
       a Buyer Payment Failure, the Buyer which did not commit the Buyer 
       Payment Failure.

       "Pier" has the meaning set forth in the Pier and Harbour Usage
       Agreement.

       "Pier and Harbour Usage Agreement" means the Pier and Harbour Usage
       Agreement, dated October  18, 1996, between  NGC, NEC and Seller as 
       such may be amended, supplemented, novated, suspended, extended or 
       modified from time to time.

       "PLIPDECO" means the Point Lisas Industrial Port Development
       Corporation Limited, a company duly incorporated under The Companies
       Ordinance Chapter 31 No. 1 of the 1950 Laws of Trinidad and Tobago and 
       having its registered office at PLIPDECO House, Orinoco Drive, Point
       Lisas Industrial Estate, Couva, in the Island of Trinidad.

       "Prior Contract" means that certain Anhydrous Ammonia Purchase
       Agreement of even date herewith among the parties to this Agreement, a
       copy of which is attached as Exhibit A hereto.

       "Prior Contract Accumulation Account" means the "Accumulation Account"
       (as that term is defined in the Prior Contract) established for each
       Buyer in accordance with the terms of the Prior Contract.

       "Product" means anhydrous ammonia produced at the Facility.

       "Seller's Storage Tanks" means the two 40,000-tonne capacity tanks
       located at the Facility in which Seller stores Product.

       "Tendered Product" means, without double counting, Product that is
       immediately available in Seller's Storage Tanks for Delivery to a 
       Buyer.

       "Term" means the period commencing on the date hereof and expiring on
       the date which is twelve (12) Years after the Commencement Date (unless
       terminated pursuant to Section 8.2).

       "Tonnage Credit" means the credit, expressed in tonnes, accorded to a
       particular Buyer pursuant to Section 2.5.1 in connection with all
       payments made by such Buyer with respect to Tendered Product which is 
       not Delivered but paid for pursuant to Section 2.3 or Section 2.4.

       "tonne" means a metric ton of 2,204.6 pounds.

       "Year" means, with respect to the first Year, the period commencing on
       the Commencement Date and ending at 12:00 midnight on the last day of 
       the twelfth Month to follow the Commencement Date, and thereafter means 
       each succeeding twelve (12) Month period during the remainder of the 
       Term.

                                   ARTICLE 2
                          PURCHASE AND SALE OF PRODUCT

2.1    Purchase and Sale; Right of First Refusal.  Seller agrees to sell and
       Deliver Product to Buyers, and each Buyer agrees to purchase and accept
       Delivery of Product from Seller, in accordance with the terms and
       conditions of this Agreement.  Buyers shall have a right of first 
       refusal to all Product and, except as expressly authorized by this 
       Agreement, Seller shall not sell or otherwise transfer Product to any 
       person or entity other than Buyers without Buyers' prior written 
       consent.  During the pendency of any Buyer-Caused Shutdown, or a Buyer 
       Payment Failure, or an event of default by a Buyer, or an event of 
       Force Majeure which prevents or impairs a Buyer's performance of its 
       obligations hereunder, Seller may sell Product otherwise reserved for 
       such Buyer pursuant to this Agreement and in excess of amounts which 
       such Buyer is then able to accept from Seller to persons or entities 
       other than such Buyer for the duration of such event (including 
       completion of delivery of Product sold to a third party which sale 
       commenced prior to the end of such event), provided that Seller shall 
       first have offered such Product to the other Buyer.

2.2    Scheduling of Production and Lifting.

       2.2.1   Scheduling of Seller's Production.  Seller shall use reasonable
               efforts, under normal operating conditions for the Facility, to
               maximize Facility output and maintain a steady flow of Tendered
               Product, but the Parties acknowledge that production may be
               reduced as necessary from time to time to accommodate scheduled 
               or unscheduled maintenance, emergencies or other operational
               constraints.  Seller shall plan periods of scheduled maintenance
               with Buyers so as to coordinate, to the greatest extent
               practicable, and subject to Seller's obligation under the
               Financing Documents, reductions in the Facility output with
               Buyers' scheduling requirements for Deliveries of Product.
               Buyers and Seller shall cooperate to the extent practicable in
               the scheduling of Deliveries to take into account the shipping
               requirements of each Buyer and the capacity of Seller's Storage
               Tanks.

       2.2.2   Scheduling of Buyers' Lifting.  It is recognized by the Parties
               that due to the location of the Facility, ocean transportation
               will be required to deliver Tendered Product to the markets 
               where it will be sold or used by each Buyer.  Transportation and 
               other activities on Buyers' side of the Delivery Point will be 
               Buyers' sole responsibility.  Additionally, and without 
               prejudice to each Buyer's respective obligations under 
               Sections 2.3 and 2.4, it is recognized by the Parties that due 
               to the differing sizes of Buyer's Vessels, it will not be 
               possible for each Buyer to purchase exactly fifty percent (50%) 
               of the Tendered Product available at any given time or over any 
               given period of time.  Prior to the Commencement Date, Buyers 
               will determine which Buyer will take delivery of the first 
               Tendered Product (and if they are unable to agree, it will be 
               Farmland), and thereafter, it will be the obligation of 
               whichever Buyer has taken Delivery in the aggregate of the 
               lesser amount of Tendered Product to take Delivery of and pay 
               for the next available Tendered Product.

2.3    Buyer's Obligation Prior to Buyer-Caused Shutdown or Buyer Payment
       Failure.  During any period in which no Buyer-Caused Shutdown or Buyer
       Payment Failure is in effect, Buyers shall take Delivery of and pay for
       all Tendered Product, in accordance with the provisions of this 
       Agreement, except to the extent that such obligation may be suspended by
       the occurrence of Limited Force Majeure; provided, however, that the
       failure of Buyers to take Delivery of Tendered Product shall not be an
       event of default for so long as Buyers perform their obligations under
       Section 2.4.1 or 2.4.2 as applicable.

2.4    Effect of Buyer-Caused Shutdown and Buyer Payment Failure.

       2.4.1   Buyers' Obligations During Buyer-Caused Shutdown.  In addition 
               to the obligations of Buyers under Section 2.3, but subject to
               Section 2.4.2, each Buyer shall, with respect to each
               Buyer-Caused Shutdown, pay for (a) fifty percent (50%) of the
               Deemed Delivered Product and (b) fifty percent (50%) of the
               undelivered Tendered Product attributable to such Buyer-Caused
               Shutdown.  Each such amount shall be priced as provided in
               Section 2.6 and shall be billed and payable pursuant to
               Article 3.

       2.4.2   Rights and Obligations of Performing Buyer after Buyer Payment
               Failure.  During the existence of a Buyer Payment Failure, in
               lieu of the obligations set forth in Sections 2.3 and 2.4.1, but
               subject to Lender's rights under the Consent and Agreement, the
               Performing Buyer shall be obligated, except to the extent that
               such obligation may be suspended by Limited Force Majeure, to
               take or pay for if not taken the lesser of (a) all Tendered
               Product or (b) 27,000 tonnes per Month of Tendered Product
               (appropriately prorated for any Month in which a Buyer Payment
               Failure is in effect for only part of the Month).  Upon
               occurrence and during the existence of a Buyer Payment Failure,
               the Performing Buyer shall have a right of first refusal to
               purchase all or any portion of Tendered Product in excess of 
               27,000 tonnes per Month.  All amounts of Tendered Product taken
               or paid for pursuant to this Section 2.4.2 shall be priced as 
               set forth in Section 2.6.1 and shall be billed and payable 
               pursuant to Article 3.

2.5    Buyers' Make-Up Rights.

       2.5.1   Tonnage Credits.  Each Buyer shall receive a Tonnage Credit in
               connection with all payments made by such Buyer, pursuant to
               Section 2.3 or Section 2.4, for Tendered Product which is not
               Delivered Product, provided such payment is not then held in the
               escrow account for Challenged Amounts described in Section 3.3.
               Such credit shall entitle whichever Buyer made such payment to
               receive, without further payment, future Delivery of the same
               tonnage of Product as was covered by the payment in question in
               accordance with Section 3.2.2.  Any Tonnage Credits outstanding
               as of the end of the Term shall entitle the Buyer holding such
               Tonnage Credits to take Delivery of a corresponding tonnage of
               Tendered Product at Buyer's convenience at or after the end of
               the Term, but upon reasonable advance notice to Seller, until
               such Tonnage Credits have been fully utilized.

       2.5.2   Dollar Credits.  Each Buyer shall receive a Dollar Credit (which
               shall be credited to such Buyer's Accumulation Account) in
               connection with all payments made by such Buyer with respect to
               Deemed Delivered Product, provided such payment is not then held
               in the escrow account for Challenged Amounts described in
               Section 3.3.  Such credit shall entitle whichever Buyer made 
               such payment to apply the Dollar amount of the Dollar Credit 
               from time to time as a credit against the price then applicable 
               to future Tendered Product in accordance with Section 3.2.3.

2.6    Price.

       2.6.1   Price for Tendered Product.

               (a)    Until the earlier of (i) the end of the twelfth Year or
                      (ii) the date on which the construction and term debt
                      financing outstanding under the Financing Documents have
                      been paid in full, the price for Tendered Product shall 
                      be the greater of (x) the Adjusted Price, or (y) the 
                      Ammonia Floor Price; provided, however, that for any 
                      shipment for which a Buyer pays the Ammonia Floor Price, 
                      the amount ("Excess") which such Buyer paid in excess of 
                      the Adjusted Price shall be credited to such Buyer's
                      Accumulation Account.

               (b)    Upon the expiration of the period described in Section
                      2.6.1(a), the price for Tendered Product shall be the
                      Adjusted Price.

       2.6.2   Price for Deemed Delivered Product.  The price of Deemed
               Delivered Product shall be the Ammonia Floor Price.

       2.6.3   Ammonia Market Price.  The Ammonia Market Price in effect for any
               given calendar week will equal the average of the averages of the
               high and low "FOB Caribbean" posted prices per tonne for
               anhydrous ammonia for the previous week as quoted by each of
               Green Markets, Fertilizer Market Intelligence Weekly, Fertecon
               Weekly Ammonia Fax, and FMB Fertilizer Bulletin.  If any of the
               foregoing publications should cease publication, cease quoting
               such prices or change the method by which it determines such
               weekly average prices, the Parties shall agree on a replacement
               publication if available.  Pending determination of a 
               replacement publication or methodology for determining the 
               Ammonia Market Price, the Ammonia Market Price shall be 
               determined by reference to the remaining publications.

                                       ARTICLE 3
                                  BILLING AND PAYMENT

3.1    Billing.

       3.1.1   Delivered Product.  Not later than three Business Days after
               completion of each Delivery to a Buyer, Seller shall prepare and
               deliver to such Buyer a billing statement (together with the
               relevant Bill of Lading) showing (a) the total tonnage of
               Delivered Product included in such Delivery (b) the price per
               tonne payable for such quantity of Delivered Product, determined
               in accordance with Section 2.6, and (c) the aggregate price 
               owing in respect of such Delivered Product.

       3.1.2   Undelivered Tendered Product -- No Buyer Payment Failure.  If a
               Buyer-Caused Shutdown has occurred and has continued for a 
               period of ten (10) days or more, and no Buyer Payment Failure 
               has occurred and is then continuing, Seller may prepare and 
               deliver to each Buyer (on no more than one occasion during 
               each separate period of Buyer-Caused Shutdown) a billing 
               statement showing (a) the total tonnage of Tendered Product 
               which is in Seller's Storage Tanks and available for Delivery, 
               (b) the price per tonne payable for such quantity of Tendered 
               Product, determined in accordance with Section 2.6 as if such 
               Product had been Delivered on the date of such billing 
               statement, and (c) the aggregate price owing by such Buyer 
               pursuant to Section 2.4.1 in respect of fifty percent (50%) 
               of such Tendered Product.
               
       3.1.3   Deemed Delivered Product -- No Buyer Payment Failure. If a
               Buyer-Caused Shutdown has occurred, and no Buyer Payment Failure
               has occurred and is then continuing, Seller may prepare and
               deliver to each Buyer not more frequently than every seven (7)
               days during such Buyer-Caused Shutdown and after the end of such
               Buyer-Caused Shutdown, a billing statement showing (a) the total
               tonnage of Deemed Delivered Product attributable to the portion
               of the Buyer-Caused Shutdown covered by such billing statement,
               and (b) the aggregate price owing by each Buyer, pursuant to
               Section 2.4.1, in respect of such tonnage of Deemed Delivered
               Product.

       3.1.4   Undelivered Tendered Product During Buyer Payment Failure.
               Following the end of any Month during which (a) a Buyer Payment
               Failure was in effect and (b) the Performing Buyer took Delivery
               of less than the quantity of Tendered Product which it was
               obligated to take or pay for pursuant to Section 2.4.2 (the
               amount in tonnes by which such Buyer's obligations for any such
               Month exceeded the amount of Tendered Product actually Delivered
               to that Buyer during such Month being referred to herein as a
               "Delivery Shortfall"), Seller may prepare and deliver to the
               Performing Buyer (in addition to any other billing statements
               submitted for the corresponding Month in accordance with this
               Section 3.1) a billing statement showing (i) the amount of the
               Delivery Shortfall, (ii) the price per tonne payable for the
               Delivery Shortfall, determined in accordance with Section 2.6 as
               if the undelivered Tendered Product had been Delivered on the
               last day of the relevant Month, and (iii) the aggregate price
               owing by such Buyer with respect to such Delivery Shortfall.

       3.1.5   Statement of Credits.  Each billing statement delivered by 
               Seller to a Buyer shall be accompanied by a statement of (a) the
               positive balance, if any, in such Buyer's Accumulation Account,
               and (b) the total amount of any outstanding Tonnage Credit
               available to such Buyer.

3.2    Payment.

       3.2.1   Generally.

               (a)    Each Buyer shall make payment of the amount owing (taking
                      into account any credits to which such Buyer may be
                      entitled and which such Buyer then elects to use) 
                      pursuant to a billing statement delivered to such Buyer 
                      pursuant to Section 3.1 not later than thirty (30) days 
                      after the date of such billing statement.

               (b)    Each Buyer shall, subject to Sections 3.2.2, 3.2.3 and
                      3.3, make payments to Seller in Dollars in immediately
                      available funds at the account to be established with the
                      Chase Manhattan Bank, a New York State chartered bank, as
                      Revenue Trustee.

       3.2.2   Application of Tonnage Credits.  Each Buyer, provided such Buyer
               is not then in default under this Agreement, shall be entitled 
               to apply any unused Tonnage Credit as an offset against the 
               total charges (regardless of the current price per tonne) 
               applicable to an equivalent number of tonnes of Tendered or 
               Delivered Product for which such Buyer has been billed in any 
               particular billing statement rendered pursuant to this 
               Agreement.

       3.2.3   Application of Accumulation Account Balance.  Each Buyer,
               provided such Buyer is not then in default under this Agreement,
               shall be entitled to apply any positive balance in its
               Accumulation Account as an offset against charges shown as owing
               from such Buyer in any particular billing statement rendered 
               pursuant to this Agreement; provided, however, that any positive
               balance in a Buyer's Accumulation Account from time to time may
               be applied, in whole or in part, only when the Adjusted Price
               exceeds the Ammonia Floor Price by an amount greater than $10 
               per tonne.  Whenever the Adjusted Price reflected in any billing
               statement to a Buyer exceeds the Ammonia Floor Price by an 
               amount greater than $10 per tonne, such Buyer shall pay the 
               Ammonia Floor Price plus $10 for each tonne covered by such 
               billing statement, with the difference to the Adjusted Price 
               being satisfied by a debit to such Buyer's Accumulation 
               Account to the extent that there is a positive balance.

3.3    Disputes.  Each Buyer shall inform Seller and the other Buyer by written
       notice of any objection that it may have with respect to any billing
       statement (including any credits applicable thereto) within ten (10) 
       days following such Buyer's receipt of such statement, identifying in 
       such notice the amount of the stated charges which it questions or 
       challenges (the "Challenged Amount").  Failure by a Buyer to notify 
       Seller of a dispute with respect to any particular billing statement 
       within the time period set forth in the first sentence of this Section 
       3.3 shall constitute acceptance by such Buyer of Seller's 
       determination of the payment amount due in respect of the Product or 
       Deemed Delivered Product covered by such statement.  Each Buyer shall 
       pay the total undisputed amount of each billing statement rendered to 
       such Buyer within the thirty (30) day time period specified for 
       payments in Section 3.2.1(a) and, for so long as Seller is subject to 
       the Financing Documents, shall deposit any Challenged Amount in an 
       interest-bearing escrow account to be maintained by a security trustee 
       designated by the Lender.  Upon resolution of the dispute, the 
       Challenged Amount, with a proportionate share of accrued interest 
       thereon, shall be distributed to the Party or Parties found to be 
       entitled thereto.  The Parties shall work in good faith to resolve any 
       dispute concerning a Challenged Amount, and if they are unable to 
       resolve such dispute within sixty (60) days following delivery of a 
       Buyer's written objections to Seller, either Party may initiate 
       arbitration with respect to such dispute in accordance with
       Article 10.  If there is no dispute by Seller with respect to any
       particular Challenged Amount, Seller shall credit the appropriate 
       Buyer for all payments, if any, received in respect of such 
       Challenged Amount and shall reduce the amount owing from such Buyer 
       with respect to the billing statement in dispute by such Challenged 
       Amount.  No billing dispute between Seller and either Buyer, or 
       between Buyers, shall relieve either Buyer or both Buyers, as 
       applicable, of any of its or their obligations, as the case may be, 
       hereunder.

3.4    Late Payments.  Late payments by  a Buyer or Seller (including any
       Challenged Amounts not required to be deposited in escrow pursuant to
       Section 3.3 which are subsequently determined to be owing) will bear
       interest from the date the payment was due until paid in full at an
       annual interest rate equal to the rate posted by CitiBank, N.A., from
       time to time as its floating reference commercial lending rate plus 
       two percent (2%).

3.5    Currency.  Seller shall invoice Buyers for payment, and Buyers shall 
       make payments to Seller, in Dollars.

3.6    Refund of Positive Accumulation Account Balance.  Any positive balance
       outstanding in a Buyer's Accumulation Account existing as of the end of
       the Term shall entitle such Buyer to a refund from Seller equal to the
       full Dollar amount of such balance, payable not later than thirty (30)
       days after the end of the Term.

                                   ARTICLE 4
                                  COMMENCEMENT

4.1    Commencement of Product Deliveries.  Until the Commencement Date,
       (a) Buyers shall have no obligation under this Agreement to accept or 
       pay for Product, and (b) Seller shall have no obligation under this 
       Agreement to tender Product to Buyers.  After the end of the Term, 
       Buyers shall have no obligation under this Agreement to accept 
       Product and Seller shall have no obligation under this Agreement to 
       tender Product to Buyers, other than fulfillment of Seller's 
       obligation to deliver Product as a result of unused Tonnage Credits.

                                   ARTICLE 5
                  DELIVERY, TITLE, SHIPPING AND CARGO HANDLING

5.1    Delivery.  Seller shall deliver all Product to be sold pursuant to this
       Agreement to the Delivery Point.

5.2    Title; Risk of Loss; Custody and Control.  Title to, risk of loss for,
       and custody and control of Tendered Product will pass from Seller to
       Buyer when such Product is transferred to Buyer's side of the Delivery
       Point.

5.3    Scheduling and Loading Procedures.  Each Buyer shall comply with all
       policies, rules and regulations (including the procedures for scheduling
       the arrival, loading and departure of such Buyer's Vessels), promulgated
       from time to time by the Coordinating Committee.

5.4    Compliance with Governmental Regulations.  Each Buyer shall assure that
       all Buyer's Vessels utilized by it to take Delivery of Product shall at
       all times be operated in full compliance with all applicable national 
       and local laws and regulations of The Republic of Trinidad and Tobago.
       Seller shall have the right to reject any Buyer's Vessel not in
       compliance herewith and therewith.

5.5    Port Dues and Freight Tax.  All normal Port dues and any and all other
       charges (including any items chargeable to Seller under the Pier and
       Harbour Usage Agreement) shall be for Buyer's account, including 
       expenses, if any, of shifting berth if such shifting is attributable 
       to such Buyer's Vessel or such Buyer. Any freight tax imposed on or '
       required to be withheld by a Buyer by the Government of The Republic 
       of Trinidad and Tobago or any subdivision or agency thereof, and any 
       interest or penalty relating thereto assessed to be payable thereon 
       shall be the sole responsibility of the affected Buyer, and each Buyer 
       shall hold Seller harmless against and indemnified from such freight 
       tax relating to such Buyer's purchases.

                                   ARTICLE 6
                                  MEASUREMENT

6.1    Measurement.  The quantity of Product loaded on each Buyer's Vessel 
       will be determined by a draft survey of such Buyer's Vessel conducted 
       by an independent surveyor selected and paid by Buyer and reasonably 
       acceptable to Seller.  Tendered Product in Seller's Storage Tanks 
       will be measured in accordance with normal commercial practices in 
       the ammonia industry.

                                   ARTICLE 7
                                 FORCE MAJEURE

7.1    Suspension of Performance.  If an event of Force Majeure precludes any
       Party from performing any of its obligations under this Agreement, other
       than failure to make a payment when due, then the obligation of such
       Party will be suspended to the extent made necessary by such event of
       Force Majeure, and such Party will give prompt notice to the other
       Parties of the nature and estimated duration of such Force Majeure event
       and its anticipated effect on the affected Party's ability to perform.

7.2    Action to Overcome Force Majeure.  The Party affected by an event of
       Force Majeure shall take or perform any and all reasonable actions
       necessary and appropriate to mitigate and overcome the effects of the
       event of Force Majeure; provided, however, that a Party will not be 
       required or obligated to settle strikes or other labor disputes in 
       order to overcome an event of Force Majeure or to mitigate its effect, 
       or to perform any other action in order to overcome an event of Force 
       Majeure if and to the extent such action would be contrary to, 
       constitute a violation of or in any way be prevented by any applicable 
       laws or permits.

                                   ARTICLE 8
                                    DEFAULT

8.1    Events of Default.  An event of default will be deemed to have taken
       place upon the occurrence of any of the following:

       8.1.1   Failure to Pay.  A Party shall fail to make payments of any
               amount which is due to another Party hereunder and such failure
               extends for more than ten (10) Business Days after the due date
               for such payment;

       8.1.2   Failure to Perform Other Obligations.  A Party shall fail to
               perform any of its covenants or obligations (other than
               obligations which are subject to Section 8.1.1) under and in
               accordance with this Agreement and such failure is not cured
               within thirty (30) days after the defaulting Party's receipt of
               notice of such failure from the non-defaulting Party (or such
               longer period as may be reasonably necessary to effectuate such
               cure if the default is not curable within thirty (30) days but
               not exceeding ninety (90) days after the defaulting Party's
               receipt of notice of such failure from the non-defaulting 
               Party); provided that appropriate steps to effectuate such 
               cure are diligently commenced and pursued by the defaulting 
               Party.

       8.1.3   Insolvency.  A Party (a) shall generally not, or shall be unable
               to, or shall admit in writing its inability to, pay its debts 
               as such debts become due, (b) shall file a petition in 
               bankruptcy, (c) shall have a trustee or receiver appointed 
               with respect to all or a portion of its properties or affairs 
               or (d) shall have a petition in bankruptcy filed against it 
               and shall not have caused such filing to be dismissed within 
               ninety (90) days thereafter.

8.2    Remedies.  Subject in all respects to Lender's rights under the Consent
       and Agreement, upon the occurrence and continuance of an event of 
       default as provided in Section 8.1 which remains uncured beyond the 
       applicable cure period, the non-defaulting Party may suspend performance 
       of its obligations hereunder with respect to the defaulting Party, 
       terminate this Agreement with respect to the defaulting Party, or take 
       any other action or pursue any other right available to it under this 
       Agreement; provided, however, that no such termination shall be 
       effective unless an additional notice stating the intent to terminate 
       the Agreement is delivered to the Party in default at least sixty (60) 
       days prior to the effective date of the termination and the event of 
       default in question continues on such stated effective date, and 
       provided, further, that an event of default by one Buyer shall not 
       constitute an event of default by the other Buyer or create any right 
       in the other Buyer to suspend performance or terminate this Agreement.
       Remedies provided herein are cumulative and the exercise of one shall 
       not limit, waive or preclude the exercise of other remedies in this 
       Section 8.2 or elsewhere in this Agreement, at the same time or 
       subsequently.

8.3    Mitigation of Damages.  Each Party shall make reasonable efforts to
       mitigate the damages incurred by it resulting from an event of default
       hereunder by another Party.  Upon the failure of either Buyer to take 
       or pay for Tendered Product as required by this Agreement, Seller shall,
       subject to the rights of first refusal of the other Buyer pursuant to
       Section 2.1 or Section 2.4.2, as applicable, make commercially 
       reasonable efforts to sell such Tendered Product to another purchaser, 
       and the proceeds to Seller of any such sale (after deduction of any 
       reasonable expenses incurred by Seller in arranging such sale) shall 
       be credited against any amount for which the non-performing Buyer 
       would otherwise be liable to Seller.

                                   ARTICLE 9
                                   LIABILITY

9.1    Limitation of Liability.  In no event shall any Party be liable for lost
       profit, lost business, lost savings or other incidental, consequential,
       special, punitive or other indirect damages of any kind or nature
       whatsoever arising out of any failure by such Party to perform its
       obligations under this Agreement.

9.2    Disclaimer of Warranties.  SELLER MAKES NO EXPRESS OR IMPLIED WARRANTY
       WITH RESPECT TO THE PRODUCT.  SELLER SHALL HAVE NO LIABILITY ON ACCOUNT
       OF DAMAGES SUFFERED BY ANY THIRD PARTIES IN CONNECTION WITH ANY DEFECT 
       IN THE TENDERED PRODUCT.  SELLER DISCLAIMS ANY LIABILITY DERIVING FROM 
       THE MANUFACTURING, LIFTING, STORAGE, SALE, RESALE, USE OR PROCESSING 
       OF PRODUCT AS WELL AS ANY LIABILITY DERIVING FROM INHERENT HAZARDS OF
       PRODUCT.

9.3    Indemnification by Buyer.  Each Buyer agrees to indemnify, hold harmless
       and defend Seller, the Lender(s) and their respective affiliates,
       officers, directors, members, shareholders, employees, agents and
       contractors from and against any and all losses, damages, injuries,
       liabilities, penalties, fines, judgments, claims, demands, suits,
       actions, costs and expenses (including reasonable attorneys' fees)
       resulting from, arising out of or connected with (a) all injuries to
       person or damages to property which are caused by the negligent action 
       or inaction or willful misconduct of such Buyer or the operators of 
       such Buyer's Vessels, or (b) the lifting, shipping, storage, resale, 
       use or processing by any persons of Product purchased by such Buyer 
       from Seller, or (c) demurrage claims or other liability of Seller 
       vis-a-vis NGC and NEC arising as a result of the activities of such 
       Buyer or such Buyer's Vessels at the Pier.

9.4    Indemnification by Seller.  Seller agrees to indemnify, hold harmless 
       and defend each Buyer from and against any and all losses, damages, 
       injuries, liabilities, penalties, fines, judgments, claims, demands, 
       suits, actions, costs and expenses (including reasonable attorneys' 
       fees) resulting from, arising out of or connected with all injuries 
       to person, damages to property, or demurrage charges which are caused 
       by the negligent action or inaction or willful misconduct of Seller 
       in connection with the operation of the Facility or under the Pier 
       and Harbour Usage Agreement.

                                   ARTICLE 10
               ARBITRATION; PERFORMANCE NOTWITHSTANDING DISPUTES

10.1   Arbitration.  Any controversy or claim arising out of or relating to 
       this Agreement which cannot be resolved by the Parties shall be settled 
       by arbitration.  Arbitration shall be conducted in Washington, D.C., 
       U.S.A.  The Seller and the affected Buyer (or both Buyers acting 
       jointly, as appropriate) shall each designate one arbitrator, and the 
       two such designated arbitrators shall mutually agree upon and designate 
       a third arbitrator.  Subject to the foregoing, arbitration shall be 
       conducted in accordance with rules and procedures of the United Nations 
       Commission on International Trade Law.  Judgment upon the award rendered 
       by the arbitrators may be entered in any Court having jurisdiction 
       thereof.  Arbitration awards shall be final.

10.2   Performance Notwithstanding Disputes.  No Party shall suspend or
       terminate performance of its obligations hereunder as a result of a
       dispute subject to arbitration under Section 10.1 prior to the final
       resolution of such dispute (including a reasonable time for 
       implementation of the arbitrators' decision) in accordance with
       Section 10.1.

                                   ARTICLE 11
                                  MISCELLANEOUS

11.1   Assignment and Assumption of Obligations.

       11.1.1  Successors and Assigns.  This Agreement shall be binding upon 
               and inure to the benefit of the Parties hereto and their 
               permitted successors and assigns.

       11.1.2  Consent.  No Party may assign or transfer its interest and/or
               obligations herein (and any such putative assignment shall, at
               the option of any other Party, be null and void ab initio) 
               unless such Party first obtains the written consent of the 
               other Parties, which consent shall not be unreasonably withheld.

       11.1.3  Collateral Assignment.  Seller may assign this Agreement to the
               Lender as collateral for the obligations of Seller to the Lender
               under the documents evidencing such financing (the "Financing
               Documents") and to any parties acquiring the Facility by way of
               foreclosure or through the exercise of other remedies of the
               Lender, all pursuant to the terms of an agreement (the "Consent
               and Agreement") to be entered into among Seller, each Buyer and
               the Lender upon terms and conditions to be mutually agreed upon.

11.2   No Amendment.  No amendment or modification of the terms of this
       Agreement shall be binding on any Party unless such amendment is reduced
       to writing and signed by each Party.

11.3   Entire Agreement.  This Agreement and the documents referred to herein 
       or delivered pursuant hereto contain the entire agreement and 
       understanding between Seller and Buyers as to the subject matter hereof 
       and supersedes all prior negotiations and understandings between them.

11.4   Notices.  Any notice required or permitted to be given hereunder shall 
       be put in writing and shall be deemed to have been given when received 
       by the Party to whom directed at the following address:

       If to Seller:  Farmland MissChem Limited
                      11-13 Victoria Avenue
                      Port of Spain, Trinidad and Tobago
                      Attention: John Prijatel, President

       If to Buyers:  Mississippi Chemical Corporation
                      P.O. Box 388
                      Highway 49 East
                      Yazoo City, MS  39194
                      Attention: Rosalyn Glascoe, Corporate Secretary

                      Farmland Industries, Inc.
                      3315 North Oak Trafficway
                      P.O. Box 7305, Dept. 65
                      Kansas City, MO  64116
                      Attention: Vice President, Crop Production

       All notices shall be effective upon receipt.  Any Party may change its
       address specified above by giving notice to the other Parties in
       accordance with the provisions of this Section 11.4.

11.5   Waiver.  No waiver by any Party of any of the terms or conditions 
       herein contained shall be effective unless the same shall be in writing 
       and signed by the Party against whom the waiver is sought to be 
       enforced and then shall be effective only in the specific instance 
       and for the specific purpose for which given.
       
11.6   Choice of Law.  This Agreement will in all respects be governed by and
       interpreted under the substantive laws of the State of New York, U.S.A.
       applicable to contracts and transactions entirely entered into and
       performed in the State of New York, without giving effect to conflicts 
       of laws provisions thereof, except Section 5-1401 of the New York 
       General Obligations Law.  The parties expressly agree that the U.N. 
       Convention for the International Sale of Goods shall be inapplicable to 
       the construction of or in any dispute arising with respect to this 
       Agreement.

11.7   Captions.  All captions are inserted for convenience only, and will not
       affect any construction or interpretation of this Agreement.

11.8   Severability.  Any provision of this Agreement which is or may become
       prohibited or unenforceable, as a matter of law or regulation, will be
       ineffective only to the extent of such prohibition or unenforceability
       and shall not invalidate the remaining provisions hereof if the 
       essential purposes of this Agreement may be given effect despite the 
       prohibition or unenforceability of the affected provision.

11.9   No Third Party Beneficiaries.  This Agreement is intended solely for 
       the benefit of the Parties hereto.  Nothing in this Agreement shall be
       construed to create any duty to, standard of care with reference to,
       liability to, or right of suit or action in, any person not a Party to
       this Agreement.

11.10  No Legal Interest.  This Agreement is intended to operate as an 
       agreement only and nothing herein contained shall be deemed to create 
       or be construed as creating a joint venture, an agency or a 
       partnership among Seller and Buyers, or a demise or grant, or giving 
       any Buyer any legal interest in the Facility or the Pier or any part 
       thereof.
       
11.11  Counterparts.  This Agreement may be signed in counterparts but in such
       case shall be deemed to be effective only after each of the signatories
       shall have signed and delivered to the other signatories a counterpart
       hereof.

IN WITNESS WHEREOF, the Parties have caused their duly authorized
representatives to execute this Agreement as of the date first set forth 
above.

                              FARMLAND MISSCHEM LIMITED
                              ("SELLER")

                              By:/s/ Robert W. Honse
                              ----------------------
                                 Robert W. Honse
                                 Director


                              MISSISSIPPI CHEMICAL CORPORATION
                              ("BUYER")

                              By:/s/ Timothy A. Dawson
                              ------------------------
                                 Timothy A. Dawson
                                 Vice President - Finance


                              FARMLAND INDUSTRIES, INC.
                              ("BUYER")

                              By:/s/ Robert W. Honse
                              ----------------------
                                 Robert W. Honse
                                 Executive Vice President
                                 and Chief Operating Officer
                                 Ag Input Businesses
                                 
  <PAGE>

                                   EXHIBIT A



                      [EXHIBIT A TO THIS AGREEMENT IS THE
                  ANHYDROUS AMMONIA PURCHASE AGREEMENT (AMRO)
                      DATED AS OF OCTOBER 18, 1996, AMONG
                        MISSISSIPPI CHEMICAL CORPORATION
                         FARMLAND INDUSTRIES, INC., AND
                            FARMLAND MISSCHEM LIMITED 
                            ATTACHED AS EXHIBIT 10.14
                            TO THIS 10-Q FILING AND IS
                               NOT REPEATED HERE.]