EXHIBIT 10.39


                              EMPLOYMENT AGREEMENT

         This Employment Agreement is made effective as of January 14, 2000
between Cenex Harvest States Cooperatives, a Minnesota cooperative corporation
(together with all affiliates, the "Company") and Noel Estenson, who is
presently the Chief Executive Officer of the Company ("Executive").

         WHEREAS;

         A.       Executive is the principal officer of the Company and an
                  integral part of its management.

         B.       This Employment Agreement is intended to provide Executive a
                  severance benefit and to put his total compensation package in
                  a competitive range for 1998 through 2000, as described
                  herein.

         NOW THEREFORE, it is hereby agreed by and between the parties as
follows:

         1.       Employment. The Company hereby employs Executive and Executive
                  hereby accepts employment with the Company, subject to the
                  terms and conditions hereinafter provided.

         2.       Term. The employment of Executive hereunder will be for the
                  period commencing on the effective date of this Agreement and
                  ending on December 31, 2000, provided, however, that the
                  Executive may terminate the employment relationship prior to
                  the expiration date as hereinafter provided. Executive hereby
                  agrees to tender his written resignation effective December
                  31, 2000.

         3.       Position, Duties, Responsibilities. Executive shall be
                  employed as the Chief Executive Officer. Executive shall
                  exercise such authority and perform such duties and services,
                  consistent with such position, as may be assigned to him from
                  time to time by the Board of Directors (the "Board").

         4.       Devotion of Time and Best Efforts. Except for vacations and
                  absences due to temporary illness, Executive shall devote his
                  best efforts during his employment to the performance of his
                  duties and to advance the Company's interests, as determined
                  by the Board. During his employment, Executive shall not,
                  without the prior approval of the Board be engaged in any
                  other business activity which conflicts with the duties of
                  Executive hereunder, whether or not such business activity is
                  pursued for gain, profit or other pecuniary advantage.

         5.       Early Termination.

                  a.       Death. Executive's employment shall terminate upon
                           Executive's death. In the event of Executive's death,
                           any unpaid payments under paragraphs 6(c) and/or 8
                           shall be paid to his estate at the time they are
                           otherwise payable.

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                  b.       Termination by the Company. The Company shall be
                           entitled to terminate Executive's employment prior to
                           December 31, 2000. In the event of any such
                           termination, however, the Company shall make the
                           payments required under paragraphs 6(a) and 6(b)
                           through December 31, 2000, and shall make the
                           payments required under paragraphs 6(c) and 8 at the
                           time they are otherwise payable.

                  c.       Termination by Executive. Executive may terminate his
                           employment at any time and for any reason whatsoever,
                           effective upon delivery of written notice of
                           termination to the Company. In that event, Executive
                           will not be entitled to receive any further payments
                           pursuant to paragraph 6(a) herein, but will be
                           entitled to receive any unpaid payments pursuant to
                           paragraphs 6(c) and/or 8 herein at the times
                           specified below. In that event, Executive shall also
                           be entitled (a) to receive the unpaid portion of his
                           Base Salary, prorated to the date of termination, (b)
                           to receive reimbursement for any ordinary and
                           reasonable business expenses for which he had not yet
                           been reimbursed, (c) to receive payment for accrued
                           and unused vacation days, (d) to receive his
                           incentive compensation for each full or partial (on a
                           pro rata basis) year during which he was employed, to
                           the extent earned and accrued, pursuant to the terms
                           and conditions of the applicable incentive
                           compensation plan(s), (e) to receive payments under
                           the Company's pension, profit sharing, deferred
                           compensation or other benefit plans in which the
                           Executive has participated, all to the extent and in
                           accordance with the terms of such plans, and (f) to
                           continue certain health insurance at his expense
                           pursuant to COBRA.

         6.       Compensation.

                  a.       Base Salary. During his employment, the Company shall
                           pay Executive a "Base Salary" at the rate of Five
                           Hundred Forty Thousand Eight Hundred Dollars
                           ($540,800) per year, commencing on the effective date
                           of this Agreement, payable in accordance with the
                           Company's regular payroll practices and policies
                           which are in effect from time to time.

                  b.       Annual Variable and Long-Term Incentive Compensation.
                           During his employment, Executive shall be entitled to
                           receive compensation under the annual Variable
                           Compensation Plan and the Management Long-Term
                           Incentive Plan, payable within the current customary
                           time frame, which is at least equal to amounts
                           payable pursuant to the terms of the Executive
                           Compensation Plan that was in effect for Cenex on
                           January 1, 1998. In calculating the amount of
                           incentive compensation under the Executive
                           Compensation Plan, it shall be assumed that Cenex had
                           met the projected earnings in the Cenex Long Range
                           Business Plan in effect on January 1, 1998. In the
                           event that either of these plans is discontinued or
                           amended effective during his employment, and the
                           amount of variable compensation

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                           due Executive under the replacement or amended plans
                           is less than Executive would have received under the
                           current plans, the Executive shall be entitled to
                           receive the amount of variable compensation that
                           would have been payable under the current plans.

                  c.       One-Time Adjustment to Total Cash Compensation. The
                           Company shall make payment to Executive in the amount
                           of Six Hundred Sixty Thousand Dollars ($660,000),
                           payable at the earlier of (i) August 1, 2000 or (ii)
                           thirty (30) days prior to the effective date of any
                           consolidation of the Company's business with the
                           business of any other entity ("Consolidation").

         7.       Benefit Plans.

                  a.       General. During the Employment Period, Executive
                           shall be eligible to participate in all executive
                           compensation and employee benefit plans or programs
                           generally applicable to senior management employees
                           of the Company pursuant to the terms and conditions
                           of such plans and programs. Nothing contained in this
                           Agreement shall preclude the Company from terminating
                           or amending any such plan or program.

                  b.       Qualified Plans. Executive shall be entitled to
                           Company contributions and benefits with respect to
                           Base Salary under the Company's qualified pension
                           plans determined in the same manner as for other
                           participants in those plans, subject to any
                           contribution or benefit limitations. However, if such
                           plans as in effect on the date of execution of this
                           Agreement are modified in a manner which will reduce
                           future benefits under those plans for Executive,
                           then, as a means to make up for those reductions, the
                           Company shall establish a new nonqualified plan or
                           amend an existing nonqualified plan which shall
                           provide for any lost benefits under the Company's
                           pension plan.

                  c.       Nonqualified Plans.

                           (1)      Share Option Plan. Executive shall continue
                                    to be eligible to participate in the Share
                                    Option Plan. If this plan should be amended
                                    or terminated prior to the end of the
                                    Employment Period, the terms of the plan
                                    will be maintained with respect to
                                    Executive, unless Executive agrees to accept
                                    the modified provisions of a revised plan or
                                    a new plan intended to replace the plan.

                           (2)      Supplemental Executive Retirement Plan.
                                    Executive will be entitled to benefits under
                                    this plan on terms no less favorable than
                                    those set forth in the restatement of the
                                    plan effective January 1, 1997; however, if
                                    this plan should be amended or terminated
                                    prior to the completion of payments under it
                                    to Executive, the terms of the plan will be
                                    maintained with respect to Executive, unless
                                    Executive

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                           agrees to accept the modified provisions of a revised
                           plan or a new plan intended to replace that
                           restatement.

         8.       Severance Payment by the Company. The Company shall make a
                  severance payment to Executive in the amount of Six Hundred
                  Thousand Dollars ($600,000), payable at the earlier of (a)
                  August 1, 2000 or (b) thirty (30) days prior to the effective
                  date of any Consolidation. This severance payment shall not be
                  considered as income or compensation in determining
                  Executive's benefits under any non-qualified benefit plan,
                  including the Supplemental Executive Retirement Plan.

         9.       Other Executive Obligations. Executive agrees that the
                  following provisions will apply throughout Executive's period
                  of active or inactive employment, and will continue to apply
                  even if Executive's employment is terminated under Paragraph
                  5, regardless of the reason for termination:

                  a.       Nondisclosure of Confidential Information. Except to
                           the extent required in furtherance of the Company's
                           business in connection with matters as to which
                           Executive is involved as an employee, Executive will
                           not, during the term of his employment and for an
                           unlimited period thereafter, directly or indirectly:
                           (1) disclose or furnish to, or discuss with, any
                           other person or entity any confidential information
                           concerning the Company or its business or employees,
                           acquired during the period of his employment by the
                           Company; (2) individually or in conjunction with any
                           other person or entity, employ or cause to be
                           employed, any such confidential information in any
                           way whatsoever or (3) without the written consent of
                           the Company, publish or deliver any copies, abstracts
                           or summaries of any papers, documents, lists, plans,
                           specifications or drawings containing any such
                           confidential information.

                  b.       Non-Interference. Executive will not, during the term
                           of his employment and for an unlimited period
                           thereafter, directly or indirectly attempt to
                           encourage, induce or otherwise solicit any employee
                           or other person or entity to breach any agreement
                           with the Company or otherwise interfere with the
                           advantageous business relationship of the Company
                           with any person or entity. Executive specifically
                           agrees not to solicit, on Executive's own behalf or
                           on behalf of another, any of the Company's employees
                           to resign from their employment with the Company in
                           order to go to work elsewhere. Executive further
                           specifically agrees not to make any disparaging
                           remarks of any sort or otherwise communicate any
                           disparaging remarks about the Company or any of its
                           members, equity holders, directors, officers or
                           employees, directly or indirectly, to any of the
                           Company's employees, members, equity holders,
                           directors, customers, vendors, competitors, or other
                           people or entities with whom the Company has a
                           business or employment relationship.

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                  c.       Non-Competition. Executive agrees that during the
                           term of his employment and thereafter for a period of
                           two (2) years, Executive will not directly or
                           indirectly engage in or carry on a business that is
                           in direct competition with any significant business
                           unit of the Company as conclusively determined by the
                           Board of Directors. Further, Executive agrees that
                           during this same period of time he will not act as an
                           agent, representative, consultant, officer, director,
                           independent contractor or employee of any entity or
                           enterprise that is in direct competition with any
                           significant business unit of the Company as
                           conclusively determined by the Board of Directors.

                  d.       Consulting. Executive agrees to make himself
                           generally available to the Company as needed for
                           consulting, on terms to be separately agreed upon
                           between the parties, through December 31, 2001.

                  e.       Cooperation in Claims. During the term of his
                           employment and for an unlimited period thereafter, at
                           the request of the Company, Executive will cooperate
                           with the Company with respect to any claims or
                           lawsuits by or against the Company where Executive
                           has knowledge of the facts involved in such claims or
                           lawsuits. Executive shall be entitled to reasonable
                           compensation for Executive's time and expense in
                           rendering such cooperation. Further, Executive will
                           decline to voluntarily aid, assist or cooperate with
                           any party who has claims or lawsuits against the
                           Company, or with their attorneys or agents. The
                           Company and Executive both acknowledge, however, that
                           nothing in this paragraph shall prevent Executive
                           from honestly testifying at an administrative
                           hearing, arbitration, deposition or in court, in
                           response to a lawful and properly served subpoena in
                           a proceeding involving the Company.

                  f.       Remedies. The parties recognize and agree that,
                           because any breach by Executive of the provisions of
                           this Paragraph 9 would result in damages difficult to
                           ascertain, the Company shall be entitled to
                           injunctive and other equitable relief to prevent a
                           breach or threatened breach of the provisions of this
                           Paragraph 9. Accordingly, the parties specifically
                           agree that the Company shall be entitled to temporary
                           and permanent injunctive relief to enforce the
                           provisions of this Paragraph 9, that such relief may
                           be granted without the necessity of proving actual
                           damages. The parties further agree that the right to
                           such relief shall be in lieu of any right to recover
                           money damages for any such breach.

                  g.       Enforceability. Executive agrees that considering
                           Executive's relationship with the Company, and given
                           the terms of this Agreement, the restrictions and
                           remedies set forth in Paragraph 9 are reasonable.
                           Notwithstanding the foregoing, if any of the
                           covenants set forth above shall be held to be invalid
                           or unenforceable, the remaining parts thereof shall
                           nevertheless continue to be valid and enforceable as
                           though the invalid or unenforceable parts have

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                           not been included therein. In the event the
                           provisions relating to time periods and/or areas of
                           restriction shall be declared by a court of competent
                           jurisdiction to exceed the maximum time periods or
                           areas of restriction permitted by law, then such time
                           periods and areas of restriction shall be amended to
                           become and shall thereafter be the maximum periods
                           and/or areas of restriction which said court deems
                           reasonable and enforceable. Executive also agrees
                           that the Company's action in not enforcing a
                           particular breach of any part of Paragraph 9 will not
                           prevent the Company from enforcing any other breaches
                           that the Company discovers, and shall not operate as
                           a waiver by the Company against any future
                           enforcement of a breach.

         10.      Notices. Notices hereunder shall be in writing and shall be
                  delivered personally or sent return receipt requested and
                  postage prepaid, addressed as follows:

                           If to Executive:

                                            Noel Estenson
                                            Cenex Harvest States Cooperatives
                                            5500 CENEX Drive
                                            Inver Grove Heights, MN 55077

                           If to the Company:

                                            Chairman of the Board
                                            Cenex Harvest States Cooperatives
                                            5500 CENEX Drive
                                            Inver Grove Heights, MN 55077

                           With a Copy to:

                                            General Counsel
                                            Cenex Harvest States Cooperatives
                                            5500 CENEX Drive
                                            Inver Grove Heights, MN 55077

         11.      Assignment. This Agreement is personal in its nature and the
                  parties hereto shall not, without the consent of the other,
                  assign or transfer this Agreement or any rights or obligations
                  hereunder; provided, however, that the provisions hereof shall
                  inure to the benefit of, and be binding upon each successor in
                  a change of control of the Company, whether by merger,
                  consolidation, transfer of all or substantially all assets,
                  sale or otherwise (and such successor shall thereafter be
                  deemed the "Company" for purposes of this Agreement).

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         12.      Binding Agreement. The provisions of this Agreement shall be
                  binding upon, and shall inure to the benefit of, the
                  respective heirs, legal representatives and successors of the
                  parties hereto.

         13.      Minnesota Law. This Agreement shall be governed by and
                  construed in accordance with the laws of the State of
                  Minnesota, unless otherwise preempted by federal law.

         14.      Captions and Section Headings. Captions and paragraph headings
                  used herein are for convenience only and are not a part of
                  this Agreement and shall not be used in construing it.

         15.      Invalid Provisions. If any provision of this Agreement shall
                  be unlawful, void, or for any reason unenforceable, it shall
                  be deemed severable from, and shall in no way affect the
                  validity or enforceability of, the remaining provisions of
                  this Agreement.

         16.      Waiver of Breach. The failure to enforce at any time any of
                  the provisions of this Agreement, or to require at any time
                  performance by the other party of any of the provisions
                  hereof, shall in no way be construed to be a waiver of such
                  provisions or to affect either the validity of this Agreement
                  or any part hereof or the right of either party thereafter to
                  enforce each and every provision in accordance with the terms
                  of this Agreement.

         17.      Entire Agreement. Except as provided in paragraph 9(d), this
                  Agreement contains the entire agreement between the parties
                  with respect to the subject matter hereof and supersedes all
                  prior and contemporaneous agreements, representations and
                  understandings of the parties with respect thereto. No
                  modification or amendment of any of the provisions of this
                  Agreement shall be effective unless in writing specifically
                  referring hereto and signed by Executive and a member of the
                  Board upon authorization of the Board to do so.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
effective as of the date set forth above.


EXECUTIVE                               CENEX HARVEST STATES
                                        COOPERATIVES


By:  /s/ Noel K. Estenson               By:    /s/ Steven Burnet
   ----------------------------              --------------------------------
   Noel Estenson                             Chairman of the Board

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