EXHIBIT 10.14

                  ANHYDROUS AMMONIA PURCHASE AGREEMENT (AMRO)


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 to which are credited (a) all Excess
       payments made by such Buyer pursuant to Section 2.6.1 and (b) 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 $(confidential treatment has been
       requested) USD per tonne of Delivered Product or Deemed Delivered 
       Product for the period from the date hereof until the Facility 2 
       Conversion Date and thereafter, with respect to each Year, means the 
       Ammonia Floor Price per tonne for Delivered Product or Deemed Delivered 
       Product as determined in accordance with Exhibit A hereto.

       "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 following the earlier to occur of
       Provisional Completion or Substantial Completion.

       "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 by such Buyer wiht 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.

       "Eximbank Conversion 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.

       "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.

       "Facility 2 Conversion Date" means the date on which Facility 1 (as
       defined in the Financing Documents) is converted to Facility 2 (as
       defined in the Financing Documents).

       "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, among 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.

       "Product" means anhydrous ammonia produced at the Facility.
      
       "Provisional Completion" means the Facility's achievement of
       "Provisional Completion" in accordance with (and as that term is
       defined in) the EPC Contract.

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

       "Substantial Completion" means the Facility's achievement of
       "Substantial Completion" in accordance with (and as that term is
       defined in) the EPC Contract.

       "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 earlier of the Eximbank Conversion Date or the date which is
       twelve (12) Years after the Facility 2 Conversion 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.  
       Tonnage Credits must be used against the next available Product 
       delivery.

       "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
                      following the Facility 2 Conversion Date 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
                      LaSalle National Bank, a bank organized under the laws of
                      the United States of America, as Revenue Trustee.

       3.2.2   Application of Tonnage Credits.  Each Buyer, provided such Buyer
               is not then in default under this Agreement, shall 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 the next successive billing
               statements 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.  If the Term hereof 
       ends on a date other than the Eximbank Conversion Date, 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
       persons 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 person 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
                                 
                                 
                                   EXHIBIT A

     The Ammonia Floor Price per tonne applicable with respect to each shipment
of Delivered Product and each payment for Deemed Delivered Product shall be 
determined by reference to the "Ammonia Floor Price Matrix" which will be 
established as of the Facility 2 Conversion Date and will not be subject to
change thereafter, except as set forth in the proviso to this sentence, and
which will depict the Ammonia Floor Price applicable with respect to each Year
at "Production Rates" ranging from (confidential treatment has been requested)
to (confidential treatment has been requested) of (confidential treatment has
been requested) tonnes per day; provided, however, that in the event that, at
any time, the taxing authority of The Republic of Trinidad and Tobago shall 
have determined that the proper rate of withholding tax applicable to the 
Project should be greater or lesser than 10% (or any subsequent change in said
withholding tax rate, including, without limitation, a change back to 10%), 
then in any and each such case, the Ammonia Floor Price Matrix shall be 
recalculated, taking into account the new withholding tax rate as an element 
of the factor titled "Interest Rate," as explained more fully below.  The 
"Production Rate" applicable for each shipment of Delivered Product and for 
each purchase of Deemed Delivered Product, as the case may be, will be 
determined by dividing (i) the average daily production of Product from the 
Facility during the 180 days immediately preceding the date of shipment of 
such Delivered Product (or, in the case of a purchase of Deemed Delivered 
Product, the average daily production of Product from the Facility during 
the 180 days immediately preceding the last full day of production at the 
Facility prior to the Buyer-Caused Shutdown giving rise to such purchase) by 
(ii) (confidential treatment has been requested) tonnes; provided, however, 
that for shipments of Product or purchases of Deemed Delivered Product 
during the 90 days following the Facility 2 Conversion Date, the Production 
Rate shall be determined by dividing (x) the average daily production of 
Product from the Facility during the 60-day period immediately preceding the 
Facility 2 Conversion Date by (y) (confidential treatment has been requested) 
tonnes.  The format of the Ammonia Floor Price Matrix is set forth below:

(confidential treatment has been requested for the Production Rate percentages
in the following table)
<TABLE>
                                   (SAMPLE)
                         AMMONIA FLOOR PRICE MATRIX*
<S>     <C>  <C>  <C>   <C>   <C>   <C>  <C>   <C>  <C>   <C>   <C>    <C>
Produc  Year Year  Year  Year  Year Year  Year  Year Year  Year  Year   Year
 tion   1    2     3     4     5    6     7     8    9     10    11     12
 Rate

  **    $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

  %     $    $     $     $     $    $     $     $    $     $     $      $

                                       4
  %     $    $     $     $     $    $     $     $    $     $     $      $

        $    $     $     $     $    $     $     $    $     $     $      $
 %***

<FN>
*    Production Rates shall be rounded upwards to the nearest one percent (1%)
     bracket in the case of rates higher that one-half of one percent (>.50%)
     and shall be rounded downwards to the nearest one percent (1%) bracket 
     in the case of rates equal to or less than one-half of one percent (.50%).
**   or more
***  or less
</TABLE>

     With respect to each Year and each Production Rate depicted in the Ammonia
Floor Price Matrix, the indicated applicable Ammonia Floor Price will be
determined as of the Facility 2 Conversion Date utilizing Seller's financial
model (the "Model"), a copy of which is attached as Schedule 1 to this
Exhibit A.  The Ammonia Floor Price will be the calculated lowest price for
anhydrous ammonia which will provide the Seller with revenues which, after
deduction of all cash operating costs and expenses, are equal to (confidential
treatment has been requested) of financing costs (principal and interest),
Capital Expenditures and catalyst purchase expenses, all as reflected in the
Model.  The Model calculates Ammonia Floor Prices generally in accordance with
the following formula:
                                (confidential treatment has been requested)
                                -------------------------------------------
          Ammonia Floor Price = (confidential treatment has been requested)

where:

     "P"      means scheduled annual principal amortization amount;

     "I"      means scheduled annual interest payments and any withholding
              tax payments to be made in such year;

     "CapEx"  means scheduled annual Capital Expenditures;

     "CP"     means scheduled annual catalyst purchase expenses (not major
              catalyst replacement);

     "OR"     means Production Rate; and

     "MC"     means scheduled annual cash operating costs and expenses

The above formula is for illustrative purposes only.  More specifically, the
Ammonia Floor Prices are those ammonia prices calculated by the Model when the
Model is run to yield a (confidential treatment has been requested) DSCR.  In
connection with the calculation of the Ammonia Floor Price, the following
"Variable Inputs" to the Model will be utilized:

     1. Total Debt, which will be the total principal amount of the
        permanent financing for the Facility;

     2. Interest Rate, which will be the weighted average rate of interest
        applicable to the permanent financing for the Facility and which
        incorporates any withholding tax payments to be made in such year;

     3. Production Rate, which will be 5% increments from (confidential
        treatment has been requested) to (confidential treatment has been
        requested) where 100% reflects average daily production of
        (confidential treatment has been requested) tonnes; and

     4. Capital Expenditures, which will be the sum of (i) capital
        expenditures presently reflected in the Model and (ii) any
        performance bonuses payable to The M.W. Kellogg Company under the
        EPC Contract which will be amortized over such period as Lender
        and Buyers shall agree.

All other Model Inputs are fixed and have the values presently reflected in 
the Model.

The parties agree that they shall, within thirty days of the date of this
Agreement, provide as Exhibit B hereto a printout of the Model, showing 
formulas used, as the official, agreed Model.  In the event of any dispute 
over the calculation of the Ammonia Floor Price Matrix, Exhibit B shall 
control.


                                   EXHIBIT B

                      [Exhibit B Is a Computer Diskette.]