EXHIBIT 10.38


                             JOINT VENTURE AGREEMENT

                  THIS JOINT VENTURE AGREEMENT (this "AGREEMENT"), effective
January 1, 2000 is entered into by and between FARMLAND INDUSTRIES, INC., a
cooperative corporation organized under the laws of Kansas ("FARMLAND"), CENEX
HARVEST STATES COOPERATIVES, a cooperative corporation organized under the laws
of Minnesota ("CHS"), United Country Brands LLC, a Delaware limited liability
company ("UNITED LLC") and LAND O'LAKES, INC., a cooperative corporation
organized under the laws of Minnesota ("LOL") (Farmland, CHS, United LLC and LOL
each individually a "PARTY" and collectively the "PARTIES". Farmland and CHS
together are "UCB PARTIES").

                              W I T N E S S E T H :
                              - - - - - - - - - -

                   WHEREAS, the UCB Parties have formed United LLC as a Delaware
limited liability company for the purpose of holding certain of their interests
in the joint venture created by this Agreement.

                  WHEREAS, each of the Parties is engaged in businesses of or
related to the wholesale marketing of plant food and crop protection products in
North America; and

                  WHEREAS, in order to better realize the potential of the
businesses, UCB Parties and LOL desire to form a joint venture by establishing
and operating a limited liability company and by entering into agreements
ancillary thereto;

                  NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein, the Parties agree as follows:

                                   ARTICLE I

                   ESTABLISHMENT OF LIMITED LIABILITY COMPANY

1.       Limited Liability Company. On or before the Operational Closing Date,
         the Parties shall cause to be formed a Delaware limited liability
         company with a name to be determined by the agreement of the Parties
         (the "COMPANY"). The members of the Company to be formed shall be
         Farmland, CHS, United LLC and LOL (each of which is sometimes referred
         to as a "Member" and all of which are herein sometimes referred to
         collectively as the "MEMBERS"). United LLC and LOL shall each own a 50%
         governance interest in the Company. LOL shall own a 38.75 % economic
         interest in the Company. United LLC shall own a 50% economic interest
         in the Company. Farmland shall own a 9.795% economic interest in the
         Company. CHS shall own a 1.455% economic interest in the Company.
         United LLC and LOL each shall at all times exercise all management
         rights with respect to the Company in such a manner as to ensure
         compliance with the provisions of this Agreement. The Members shall
         execute and deliver to each other a Limited Liability Company Agreement
         consistent with the provisions hereof and incorporating such other
         provisions as may be agreed to by the Parties. Upon completion of the
         Limited Liability Company Agreement it shall be separately initialed by
         the Parties and attached hereto as EXHIBIT B ("LLC AGREEMENT").

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                  1.1 Purpose and Scope of Joint Venture.

         (a) Business Objectives: The Company's objectives and scope of business
         include: (i) selling plant food and crop protection products to
         cooperative members and patrons of Members (and others as may be
         otherwise agreed to by the Members) for resale or use in North American
         markets, and (ii) providing other goods and services to Members and
         members and patrons of Members (and others as may be otherwise agreed
         to by the Members). Until the time of the Working Asset Closing (as
         hereinafter defined), the Company shall act as the manager of all of
         such direct and indirect businesses of the Members and of WilFarm LLC
         and the earnings and losses of such businesses and WilFarm shall inure
         to the joint shared benefit of the Members and in accordance with the
         agreement of WilFarm with the Company. Following the Working Asset
         Closing, the Company shall use the LOL Contributed Assets and the
         United LLC Contributed Assets for purposes of operation of the
         businesses in its own name pursuant to clauses (a)(i) and (a)(ii)
         above.

         (b) Term. It is anticipated that the term of the Company shall be
         perpetual subject to the earlier termination in accordance with the
         provisions of Delaware law. To the extent it is not in material breach
         of the LLC Agreement or any of the Ancillary Agreements, at the end of
         the term of the venture each of United LLC and LOL will be granted a
         right of last refusal to meet or exceed the highest offer for the
         assets of the Company in liquidation. In the event that both members
         desire to at least meet such highest offer, the Members shall
         participate in an internal auction for the purchase by one Member of
         the other Member's interest in the Company in accordance with the
         procedures set forth in Schedule 1.1(b).

         (c) Products: The Company's main products will be a variety of plant
         food and crop protection products mutually agreed upon by the unanimous
         decision of the Members.

                  1.2 Financing of the Company. LOL expects to have contributed
38.75% of the capital of the Company, consisting of cash and the beneficial use
of the LOL Contributed Assets referred to in Section 1.4. Farmland, CHS, and
United LLC expect to have together directly or indirectly contributed 61.25% of
the capital of the Company, consisting of cash and the beneficial use of United
LLC Contributed Assets referred to in Section 1.5, subject to the provisions of
the LLC Agreement. The Parties shall arrange for financing of the joint venture
pursuant to the terms of the LLC Agreement, it being the intent of the Parties
to obtain non-recourse as to the Members financing for the Company, as soon as
practical and in any event not later than April 30, 2000.

                  1.3 Compliance with Laws. All matters referred to herein are
subject to and conditioned upon compliance with all applicable laws.

                  1.4 LOL's Contribution to Company.

            (a) Contribution of LOL Assets: At the Operational Closing, in
            addition to any cash amount required by the LLC Agreement, except as
            the parties may otherwise agree,

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            LOL shall contribute, or cause to be contributed, to the Company the
            economic benefit derived from the use of: (i) all LOL's rights and
            interest to real property used by it in the wholesale marketing of
            plant food and crop protection products in North America listed on
            Schedule 1.4(a) (the "LOL Real Property"), (ii) all of LOL's rights
            and interest in the Assigned Investments and Agreements listed on
            Schedule 1.4(a) attached hereto (including, without limitation, its
            interest and title to, and goodwill attendant thereto, its
            ownership, equity, and governance interests in, and the beneficial
            use of the assets of, Cenex/LOL Agronomy Company, Agro Distribution
            LLC, Omnium LLC, Imperial Inc., and RSA Microtech, Inc.), (iii) all
            of LOL's rights and interest in Other Assets (as defined below) and
            (iv) the personal property listed on Schedule 1.4(a) attached hereto
            (the "LOL PERSONAL PROPERTY") (collectively, the "LOL CONTRIBUTED
            ASSETS"). The Parties hereby acknowledge and agree that the economic
            benefit derived from the use of LOL Contributed Assets shall be
            deemed for all purposes to have been contributed to the Company
            effective as of the first day of January, 2000, (the "Effective
            Date") and the net earnings or loss arising from such assets from
            the Effective Date until the actual date of Closing shall be
            included among the assets to be contributed pursuant to this
            Agreement. The parties further agree that the earnings and loss
            arising from operation of such assets prior to the Effective Date,
            including without limitation chemical rebates earned on business
            conducted prior to January 1, 2000, shall inure to LOL.


            (b) Other Assets: As used herein, the term "OTHER ASSETS" means the
            beneficial use of the following items pertaining to the LOL Real
            Property (or any portion thereof): (i) any and all rights, licenses,
            permits, betterments, accretions, easements, and any personal
            property of every kind and character owned by LOL (and/or any
            Affiliate thereof), attached to, appurtenant to, located in, or used
            or useful in connection with the LOL Real Property; (ii) all
            construction, engineering, consulting, architectural and other
            similar contracts, and any and all amendments and modifications
            thereto, relating to the LOL Real Property and all warranties with
            respect thereto; (iii) all architectural, plans, specifications,
            soils tests, engineering reports and similar materials relating to
            the LOL Real Property; (iv) all deposits, performance bonds,
            guarantees or other payments given or made with respect to the LOL
            Real Property and any and all modifications and extensions thereto
            relating to the LOL Real Property; (v) all governmental entitlements
            (including, without limitation, all environmental reports,
            declarations, map approvals, conditional use permits, and any other
            permits related to the LOL Real Property), permissions,
            environmental clearances, rights, licenses and permits which relate
            to the LOL Real Property; (vi) all leases, licenses and occupancy
            agreements with respect to the LOL Real Property; (vii) all rights
            and remedies of LOL against the party from which LOL purchased the
            LOL Real Property; and (viii) all other general intangibles relating
            to the development and/or use of the LOL Real Property and the
            improvements thereon including, without limitation, all refunds and
            payments of any kind relating to the ownership, operation, use
            and/or disposition of the LOL Real Property, and all proceeds and
            claims arising on account of any loss, damage to or taking of the
            LOL Real Property (or any part thereof).

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            (c) Transfer on an "AS-IS" Basis. Each Party acknowledges and agrees
            that, except for the express representations and warranties set
            forth in this Agreement, the Company is acquiring the beneficial use
            of LOL Contributed Assets "AS IS" without any representation or
            warranty of LOL (or any other Party), express, implied or statutory,
            as to the nature or condition of the Contributed Assets, the
            condition of title to the Contributed Assets or the fitness for use
            of the Contributed Assets.


            (d) Prorations and Adjustments. The following shall be prorated and
            adjusted between LOL and the Company as of the Effective Date,
            except as otherwise specified:

                  (i) General real estate, personal property and ad valorem
                  taxes and assessments for the current tax year for the
                  Contributed Assets with LOL being responsible for the payment
                  of such items for the period before the Effective Date and the
                  Company being responsible for such payment for the period on
                  and after the Effective Date.

                  (ii) Utility charges, if any, costs of maintaining the
                  Contributed Assets, if any, and such other items that are
                  customarily prorated in transactions of this nature shall be
                  ratably prorated with LOL being responsible for the payment of
                  such items for the period before the Effective Date and the
                  Company being responsible for such payment for the period on
                  and after the Effective Date.


            (e) Commissions or Fees. LOL hereby represents and warrants to the
            Company and the other Members that no person or entity is entitled
            to any commission, broker's fee or other compensation based on
            contacts or understandings between such claimant and LOL or its
            Affiliates with respect to the contribution of the LOL Contributed
            Assets.

                  1.5 United LLC's Contribution to Company.

            (a) Contribution of United LLC Assets: At the Operational Closing,
            in addition to any cash amount required by the LLC Agreement, except
            as the Parties may otherwise agree, the UCB Parties and United LLC
            shall contribute to the Company the economic benefit derived from
            the use of (i) all rights and interest of UCB Parties and United LLC
            to real property used by any of them in the wholesale marketing of
            plant food and crop protection products in North America listed on
            Schedule 1.5(a) (the "UNITED LLC REAL PROPERTY") (ii) all of the
            rights and interest in the Assigned Investments and Agreements
            listed on Schedule 1.5(a) attached hereto (including, without
            limitation, all interest and title to, and goodwill attendant
            thereto, its ownership, equity, and governance interests in WilFarm,
            Cenex/LOL Agronomy Company, Agro Distribution LLC, Omniun LLC,
            Imperial Inc., and RSA Microtech, Inc.), (iii) all rights and
            interest in Other Assets (as defined below) and (iv) the personal
            property listed on Schedule 1.5(a) attached hereto (the "UNITED LLC
            PERSONAL PROPERTY") (collectively, the "UNITED LLC CONTRIBUTED
            ASSETS"). Farmland will also contribute or, pursuant to the contract
            with Wilbur Ellis

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            attached hereto as Exhibit C (to be provided no later than the
            Operational Closing) will cause Wilbur Ellis to contribute its
            ownership, equity, and governance interests in WilFarm and goodwill
            attendant thereto. The Parties hereby acknowledge and agree that the
            United LLC Contributed Assets shall be deemed for all purposes to
            have been contributed to the Company effective as of the Effective
            Date, and the net earnings or loss arising from the assets from the
            Effective Date until the actual date of Closing shall be included
            among the assets to be contributed pursuant to this Agreement. The
            parties further agree that the earnings and loss arising from
            operation of such assets prior to the Effective Date, including
            without limitation chemical rebates earned on business conducted
            prior to January 1, 2000, shall inure to the UCB Parties.

            (b) Other Assets: As used herein, the term "OTHER ASSETS" means the
            beneficial use of the following items pertaining to the United LLC
            Real Property (or any portion thereof): (i) any and all rights,
            licenses, permits, betterments, accretions, easements, and any
            personal property of every kind and character owned by United LLC
            (and/or any Affiliate thereof), attached to, appurtenant to, located
            in, or used or useful in connection with the United LLC Real
            Property; (ii) all construction, engineering, consulting,
            architectural and other similar contracts, and any and all
            amendments and modifications thereto, relating to the United LLC
            Real Property and all warranties with respect thereto; (iii) all
            architectural, plans, specifications, soils tests, engineering
            reports and similar materials relating to the United LLC Real
            Property; (iv) all deposits, performance bonds, guarantees or other
            payments given or made with respect to the United LLC Real Property
            and any and all modifications and extensions thereto relating to the
            United LLC Real Property; (v) all governmental entitlements
            (including, without limitation, all environmental reports,
            declarations, map approvals, conditional use permits, and any other
            permits related to the United LLC Real Property), permissions,
            environmental clearances, rights, licenses and permits which relate
            to the United LLC Real Property; (vi) all leases, licenses and
            occupancy agreements with respect to the United LLC Real Property;
            (vii) all rights and remedies of UCB parties or United LLC against
            the party from which such UCB Party or United LLC purchased the
            United LLC Real Property; and (viii) all other general intangibles
            relating to the development and/or use of the United LLC Real
            Property and the improvements thereon including, without limitation,
            all refunds and payments of any kind relating to the ownership,
            operation, use and/or disposition of the United LLC Real Property,
            and all proceeds and claims arising on account of any loss, damage
            to or taking of the United LLC Real Property (or any part thereof).

            (c) Transfer on an "AS-IS" Basis. Each Party acknowledges and agrees
            that, except for the express representations and warranties set
            forth in this Agreement, the Company is acquiring the beneficial use
            of United LLC Contributed Assets "AS IS" without any representation
            or warranty of United LLC, Farmland, CHS (or any other Party),
            express, implied or statutory, as to the nature or condition of the
            United LLC Contributed Assets, the condition of title to the United
            LLC Contributed Assets or the fitness for use of the United LLC
            Contributed Assets.

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            (d) Prorations and Adjustments. The following shall be prorated and
            adjusted between United LLC or the UCB Parties as appropriate on the
            one part and the Company on the other part as of the Effective Date,
            except as otherwise specified:

                  (i) General real estate, personal property and ad valorem
                  taxes and assessments for the current tax year for the United
                  LLC Contributed Assets with United LLC or the UCB Parties
                  being responsible for the payment of such items for the period
                  before the Effective Date and the Company being responsible
                  for such payment for the period on and after the Effective
                  Date.

                  (ii) Utility charges, if any, costs of maintaining the United
                  LLC Contributed Assets, if any, and such other items that are
                  customarily prorated in transactions of this nature shall be
                  ratably prorated with United LLC or the UCB Parties being
                  responsible for the payment of such items for the period
                  before the Effective Date and the Company being responsible
                  for such payment for the period on and after Effective Date.


            (e) Commissions or Fees. Each of the UCB Parties and United LLC
            hereby represent and warrant to the Company and the other Members
            that no person or entity is entitled to any commission, broker's fee
            or other compensation based on contacts or understandings between
            such claimant and UCB Parties, United LLC, or their respective
            Affiliates with respect to the contribution of the United LLC
            Contributed Assets.


                  1.6 No Adjustment of Economic Interest. Barring any purchase
or sale of any economic interest in the Company among Members, all of which such
sales and purchases may be made by agreement by any of the Members and as to
which consent of each of the other Members is hereby given, the economic
interests of the Parties shall remain as they are except as may be agreed to
from time to time by the Parties. It is anticipated that any expansion of the
wholesale fertilizer and crop protection business by the Parties hereto shall be
solely through the Company with any and all assets used in such expansion being
acquired by, and pursuant to terms negotiated by, the Company. If any of the
Members acquire any wholesale fertilizer and/or crop protection business assets
in North America by operation of law or otherwise, the Company and such Member
shall negotiate in good faith to sell such assets to the Company upon terms and
conditions acceptable to both parties. If the Company and such Member or are
unable to reach agreement on the terms of the sale to the Company such assets
shall, within a two (2) year period following the acquisition by such Member ,
be sold or transferred to a third party unrelated to such Member by ownership or
by continuing contract. Pending such sale such assets shall to the extent
legally permissible be operated and managed by the Company for the sole economic
benefit of such Member. To the extent such management and operation is not
legally permissible in the reasonable determination of the Company, such assets
shall, pending sale, be operated by the Member on a full arms length basis for
its own account.


                  1.7 Fertilizer and Agricultural Chemical Procurement and
Marketing Arrangements with LOL, United LLC and UCB Parties.

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            (a) Procurement. It is anticipated that the Company will procure
            plant food product primarily from Farmland and CF Industries Inc.
            ("CF"). Procurement of product from Farmland will be accomplished
            directly by the Company. Such purchases will not be on a patronage
            basis, and production earnings therefrom will remain with Farmland
            for retention or distribution in its sole determination. The
            purchases of CF product, either directly or through CHS or LOL, will
            not be on a patronage basis from the perspective of the Company, and
            any patronage earned will go to or remain with CHS or LOL for
            retention or distribution in their sole determination. Product
            procured from non-CF third parties shall be procured directly by the
            Company, or if through the Members, shall be by each Member ratably
            in proportion to its economic interest in the Company.

            (b) Allocation of Product Sourced from CF. For purposes of CF
            patronage and the CF base capital plan, CHS and LOL will allocate
            between themselves nitrogen product purchased from CF on the basis
            described herein. For purposes of this section, Farmland and CF
            shall each have an annual "base level" of product to be supplied to
            the Company as follows:

                               Nitrogen Products (on a total N basis)
                               --------------------------------------
                                  Farmland - 2,998,000 tons annually
                                  CF - 1,831,000 tons annually

            The base percentage split between the Members ("Base Percentage
            Split"), for all CF-sourced nitrogen product (on a total N basis)
            shall be LOL 61.8% and CHS 38.2%. The Base Percentage Split shall
            apply to all nitrogen product sourced from CF in any fiscal year up
            to the CF base level. For CF-sourced product over the base level and
            to the extent such increase results from an increase in produced
            tons available to the Company, LOL shall receive credit for 100% of
            such product, but only to the extent that Farmland-sourced product
            exceeds Farmland's base level as a result of an increase in Farmland
            production being sold to the Company; provided that this sentence
            shall apply only in the case of a merger between Farmland and CHS or
            other combination resulting in the participation by CHS in the
            economic results of the Farmland fertilizer production business and,
            if no such merger or other combination has occurred the Parties will
            renegotiate the terms of this sentence to protect the rights of all
            Members to participate in such increase in sourcing and production
            on an equitable basis. To the extent that CF-sourced product exceeds
            the CF base level by more tons than the Farmland-sourced product
            exceeds the Farmland base level, the CF-sourced product shall be
            subject to the Base Percentage Split between CHS and LOL.

            (c) Phosphate Fertilizer. The allocation for phosphate fertilizer
            will operate in the same manner as the nitrogen allocation except
            that the following base levels shall apply:

                  Farmland                589,000 tons
                  CF                      552,000 tons

            All CF-sourced phosphate fertilizer shall be sourced for the account
            of LOL or CHS in accordance with the Base Percentage Split.

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            (d) Potash. There shall not be any special allocation rule for
            potash. All potash sourced from CF shall be sourced subject to the
            Base Percentage Split.

            (e) Supply. The Company will be the preferred supplier of fertilizer
            and agricultural chemicals to the Members, and the Members agree to
            purchase such product from the Company for retail resale so long as
            it is commercially reasonable to do so and the prices and terms
            offered by the Company are competitive.


                  1.8 Exhibits and Schedules. The Exhibits and Schedules
attached to this Agreement shall be construed with and be an integral part of
this Agreement to the same extent as if the same had been set forth verbatim
herein. In case of any inconsistency between the terms of this Agreement and the
terms of any Exhibit or Schedule, the terms of this Agreement shall prevail. The
following are the Exhibits and Schedules attached to or to be attached and
incorporated in this Agreement:

Name of Exhibit or Schedule    Description
---------------------------    -----------

Schedule 1.1(b)                Internal Auction Process

Schedule 1.4(a)                List of LOL Property Contributed to the Company

Schedule 1.5(a)                List of United LLC Property Contributed to the
                               Company

Schedule 3.1(c)                LOL Consents and Approvals

Schedule 3.1(d)                LOL Violations or Conflicts

Schedule 3.1(g)                Liabilities or Obligations relating to LOL
                               Contributed Assets

Schedule 3.2(c)                Farmland Consents and Approvals

Schedule 3.2(d)                Farmland Violations or Conflicts

Schedule 3.2(g)                Liabilities or Obligations relating to
                               Farmland-originated United LLC Contributed Assets

Schedule 3.3(c)                CHS Consents and Approvals

Schedule 3.3(d)                CHS Violations or Conflicts

Schedule 3.3(g)                Liabilities or Obligations relating to
                               CHS-originated United LLC Contributed Assets

Schedule 8.1                   Services to Company or to WilFarm

Exhibit A                      Defined Terms

Exhibit B                      Limited Liability Company Agreement

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Exhibit C                      Agreement between Farmland and Wilbur Ellis

Exhibit D                      Management Agreement


                                   ARTICLE II

                                   DEFINITIONS

                  Capitalized terms used but not defined herein shall have the
respective meanings set forth or made applicable in Exhibit A hereto.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES


                  3.1 By LOL. LOL hereby represents and warrants to the Company
and other Members as follows:


            (a) Organization. LOL is an agricultural cooperative duly organized,
            validly existing and in good standing under the laws of the State of
            Minnesota and has full power and authority to own and operate its
            assets and properties and to carry on its business as presently
            being conducted and as presently proposed to be conducted (including
            in the manner contemplated by this Agreement) and is duly qualified
            to do business and is in good standing in all jurisdictions in which
            the ownership or occupancy of its properties or its activities
            presently make such qualification necessary, except where the
            failure to so qualify would not have a Material Adverse Effect upon
            it.

            (b) Authority. LOL has all requisite corporate power and authority
            to execute and deliver this Agreement and each Ancillary Agreement
            to which it is a party, to perform its obligations hereunder and
            thereunder, to contribute both the beneficial use of, and
            ultimately, the fee title to the Contributed Assets to the Company
            and to consummate the other transactions contemplated hereby and
            thereby. The execution, delivery and performance of this Agreement
            and each such Ancillary Agreement by LOL and the consummation by LOL
            of the transactions contemplated hereby and thereby have been duly
            and validly authorized by all requisite corporate proceedings of
            LOL. This Agreement and each Ancillary Agreement that has been
            executed by LOL on or prior to the date hereof have been duly and
            validly executed and delivered by LOL and each constitutes a legal,
            valid and binding obligation of LOL, enforceable against LOL in
            accordance with its terms, subject to applicable bankruptcy,
            insolvency, reorganization, moratorium and similar laws affecting
            creditors' rights generally and to general principles of equity.

            (c) Consents and Approvals. Except as set forth in Schedule 3.1(c)
            attached hereto and made a part hereof, no Consents are required to
            be obtained from, and no registrations, declarations and filings are
            required to be made with, any Governmental

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            Authority to permit LOL to execute, deliver and perform this
            Agreement and any Ancillary Agreement to which it is a party. All
            terms and conditions contained in, or existing in respect of, such
            Consents have been duly satisfied and performed to the extent
            necessary prior to the date of the execution and delivery of this
            Agreement.

            (d) No Violations or Conflicts. The execution, delivery and
            performance of this Agreement and each Ancillary Agreement to which
            it is a party by LOL do not and will not, subject to those items set
            forth on Schedule 3.1(d), (i) violate or conflict with any provision
            of, or result in the breach of, any applicable statute, law, rule or
            regulation of any Governmental Authority, the Articles of
            Incorporation or By-laws of LOL, or any contract, agreement,
            indenture or other instrument or obligation to which LOL is a party
            or by which LOL or any of its assets (including the Contributed
            Assets) is bound or of any order, judgment, writ, injunction, award,
            ruling or decree applicable to LOL, or (ii) constitute an event
            which, after notice or lapse of time or both, would result in any
            such violation, conflict, breach or termination, or result in a
            violation or revocation of any permit from any Governmental
            Authority, regulatory body or other third party, except to the
            extent that the occurrence of any of the foregoing would not
            individually or in the aggregate have a Material Adverse Effect on
            the ability of LOL to consummate the transactions contemplated
            hereby or by any Ancillary Agreement.

            (e) Litigation. There is no action, suit or proceeding pending, or
            to the knowledge of LOL threatened, against LOL which questions the
            validity of this Agreement, the Contributed Assets or any Ancillary
            Agreement or any action taken or to be taken pursuant to or in
            connection with this Agreement, the Contributed Assets or any
            Ancillary Agreement or which would, if adversely determined, affect
            the ability of LOL to perform its obligations hereunder or
            thereunder or have a Material Adverse Effect on LOL.

            (f) Compliance with Law. LOL and its Affiliates have conducted their
            respective businesses in material compliance with applicable
            statutes and other laws, rules, regulations, or interpretation of
            any Governmental Authority and any Governmental Licenses.

            (g) Contributed Assets. LOL has, and for the term of the Company
            will maintain, except as may be agreed between the Company and LOL,
            good and marketable title to the LOL Contributed Assets, free and
            clear of any mortgages, liens, claims, encumbrances, pledges,
            conditional sale agreements, security agreements and charges in
            favor of any third party of any nature. Except as disclosed on
            Schedule 3.1(g), there are no liabilities, including environmental
            liabilities, or obligations of any nature, whether absolute,
            accrued, contingent or otherwise, relating to the Contributed
            Assets, other than obligations which are in amounts which, in the
            aggregate, shall not have a material impact on the value of the LOL
            Contributed Assets. Any contracts included in the Contributed Assets
            are assignable and are in full force and effect, no dispute or
            disagreement exists under any such contract. LOL has made, or will
            make, available to

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            the other Members true and correct copies of each such contract.
            Neither LOL nor, to its knowledge, any other party is in default in
            connection with any such contract.

                  3.2 By Farmland. Farmland hereby represents and warrants to
the Company and the other Members as follows:

            (a) Organization. Farmland is a corporation duly organized, validly
            existing and in good standing under the laws of Kansas; has full
            corporate power and authority to own and operate its assets and
            properties and carry on its business as presently being conducted
            and as presently proposed to be conducted (including in the manner
            contemplated by this Agreement) and is duly qualified to do business
            and is in good standing in all jurisdictions in which the ownership
            or occupancy of its properties or its activities presently make such
            qualification necessary, except where the failure to so qualify
            would not have a Material Adverse Effect upon it.

            (b) Authority. Farmland has all requisite corporate power and
            authority to execute and deliver this Agreement and each Ancillary
            Agreement to which it is a party, to perform its obligations
            hereunder and thereunder, to contribute both the beneficial use of,
            and ultimately, the fee title to the Farmland-sourced United LLC
            Contributed Assets to the Company and to consummate the transactions
            contemplated hereby and thereby. The execution, delivery and
            performance of this Agreement and each Ancillary Agreement to which
            it is a party by Farmland and the consummation by Farmland of the
            transactions contemplated hereby and thereby have been duly and
            validly authorized by all requisite corporate proceedings. This
            Agreement and each Ancillary Agreement that has been executed by
            Farmland on or prior to the date hereof have been duly and validly
            executed and delivered by such corporation and each such agreement
            constitutes a legal, valid and binding obligation of Farmland,
            enforceable against it in accordance with its terms, subject to
            applicable bankruptcy, insolvency, reorganization, moratorium and
            similar laws affecting creditors' rights generally and to general
            principles of equity.

            (c) Consents and Approvals. Except as set forth in Schedule 3.2(c)
            attached hereto, and made a part hereof, no Consents are required to
            be obtained from, and no registrations, declarations and filings,
            are required to be made with, any Governmental Authorities to permit
            Farmland to execute, deliver and perform this Agreement and any
            Ancillary Agreement to which it is a party. All terms and conditions
            contained in, or existing in respect of, such Consents have been
            duly satisfied and performed, to the extent necessary prior to the
            date of the execution and delivery of this Agreement.

            (d) No Violations or Conflicts. The execution, delivery and
            performance of this Agreement and each Ancillary Agreement to which
            it is a party by Farmland do not and will not, subject to those
            items set forth on Schedule 3.2(d) attached hereto, (i) violate or
            conflict with any provision of, or result in the breach of, any
            applicable statute, law, rule or regulation of any Governmental
            Authority, the Articles of Incorporation or By-laws of Farmland or
            any contract, agreement, indenture or other instrument or obligation
            to which Farmland is a party or by which Farmland or any of the
            assets of Farmland is

                                       11
<PAGE>


            bound, or of any order, judgment, writ, injunction, award, ruling or
            decree applicable to Farmland, or (ii) constitute an event which,
            after notice or lapse of time or both, would result in any such
            violation, conflict, breach or termination, or result in a violation
            or revocation of any permit from any Governmental Authority,
            regulatory body or other third party, except to the extent that the
            occurrence of any of the foregoing would not individually or in the
            aggregate have a Material Adverse Effect on the ability of Farmland
            to consummate the transactions contemplated hereby or by an
            Ancillary Agreement.

            (e) Litigation. There is no action, suit or proceeding pending, or
            to the knowledge of Farmland threatened, against Farmland which
            questions the validity of this Agreement or any Ancillary Agreement
            or any action taken or to be taken pursuant to or in connection with
            this Agreement or any Ancillary Agreement or which would, if
            adversely determined, affect the ability of Farmland to perform its
            obligations hereunder or thereunder or have a Material Adverse
            Effect on Farmland.

            (f) Compliance with Law. Farmland and its Affiliates have conducted
            their respective businesses in material compliance with applicable
            statutes and other laws, rules, regulations, or interpretation of
            any Governmental Authority and any Governmental Licenses.

            (g) Contributed Assets. Farmland has, and for the term of the
            Company will maintain, except as may be agreed between the Company
            and Farmland, good and marketable title to the Farmland-sourced
            United LLC Contributed Assets, free and clear of any mortgages,
            liens, claims, encumbrances, pledges, conditional sale agreements,
            security agreements and charges in favor of any third party of any
            nature. Except as disclosed on Schedule 3.2(g), to the knowledge of
            Farmland there are no liabilities, including environmental
            liabilities, or obligations of any nature, whether absolute,
            accrued, contingent or otherwise, relating to the Farmland-sourced
            United LLC Contributed Assets, other than obligations which are in
            amounts which, in the aggregate, shall not have a material impact on
            the value of the Farmland-sourced United LLC Contributed Assets. Any
            contracts included in the Farmland-sourced United LLC Contributed
            Assets are assignable and are in full force and effect, no dispute
            or disagreement exists under any such contract. Farmland has made,
            or will make, available to the other Members true and correct copies
            of each such contract. Neither Farmland nor, to its knowledge, any
            other party is in default in connection with any such contract.

                  3.3 By CHS. CHS hereby represents and warrants to the Company
and the other Members as follows:

            (a) Organization. CHS is a corporation duly organized, validly
            existing and in good standing under the laws of Minnesota; has full
            corporate power and authority to own and operate its assets and
            properties and carry on its business as presently being conducted
            and as presently proposed to be conducted (including in the manner
            contemplated by this

                                       12
<PAGE>


            Agreement) and is duly qualified to do business and is in good
            standing in all jurisdictions in which the ownership or occupancy of
            its properties or its activities presently make such qualification
            necessary, except where the failure to so qualify would not have a
            Material Adverse Effect upon it.

            (b) Authority. CHS has all requisite corporate power and authority
            to execute and deliver this Agreement and each Ancillary Agreement
            to which it is a party, to perform its obligations hereunder and
            thereunder, to contribute both the beneficial use of, and
            ultimately, the fee title to the CHS-sourced United LLC Contributed
            Assets to the Company and to consummate the transactions
            contemplated hereby and thereby. The execution, delivery and
            performance of this Agreement and each Ancillary Agreement to which
            it is a party by CHS and the consummation by CHS of the transactions
            contemplated hereby and thereby have been duly and validly
            authorized by all requisite corporate proceedings. This Agreement
            and each Ancillary Agreement that has been executed by CHS on or
            prior to the date hereof have been duly and validly executed and
            delivered by such corporation and each such agreement constitutes a
            legal, valid and binding obligation of CHS, enforceable against it
            in accordance with its terms, subject to applicable bankruptcy,
            insolvency, reorganization, moratorium and similar laws affecting
            creditors' rights generally and to general principles of equity.

            (c) Consents and Approvals. Except as set forth in Schedule 3.3(c)
            attached hereto, and made a part hereof, no Consents are required to
            be obtained from, and no registrations, declarations and filings,
            are required to be made with, any Governmental Authorities to permit
            CHS to execute, deliver and perform this Agreement and any Ancillary
            Agreement to which it is a party. All terms and conditions contained
            in, or existing in respect of, such Consents have been duly
            satisfied and performed, to the extent necessary prior to the date
            of the execution and delivery of this Agreement.

            (d) No Violations or Conflicts. The execution, delivery and
            performance of this Agreement and each Ancillary Agreement to which
            it is a party by CHS do not and will not, subject to those items set
            forth on Schedule 3.3(d) attached hereto, (i) violate or conflict
            with any provision of, or result in the breach of, any applicable
            statute, law, rule or regulation of any Governmental Authority, the
            Articles of Incorporation or By-laws of CHS or any contract,
            agreement, indenture or other instrument or obligation to which CHS
            is a party or by which CHS or any of the assets of CHS is bound, or
            of any order, judgment, writ, injunction, award, ruling or decree
            applicable to CHS, or (ii) constitute an event which, after notice
            or lapse of time or both, would result in any such violation,
            conflict, breach or termination, or result in a violation or
            revocation of any permit from any Governmental Authority, regulatory
            body or other third party, except to the extent that the occurrence
            of any of the foregoing would not individually or in the aggregate
            have a Material Adverse Effect on the ability of CHS to consummate
            the transactions contemplated hereby or by an Ancillary Agreement.

            (e) Litigation. There is no action, suit or proceeding pending, or
            to the knowledge of CHS threatened, against CHS which questions the
            validity of this Agreement or any

                                       13
<PAGE>


            Ancillary Agreement or any action taken or to be taken pursuant to
            or in connection with this Agreement or any Ancillary Agreement or
            which would, if adversely determined, affect the ability of CHS to
            perform its obligations hereunder or thereunder or have a Material
            Adverse Effect on CHS.

            (f) Compliance with Law. CHS and its Affiliates have conducted their
            respective businesses in material compliance with applicable
            statutes and other laws, rules, regulations, or interpretation of
            any Governmental Authority and any Governmental Licenses.

            (g) Contributed Assets. CHS has, and for the term of the Company
            will maintain, except as may be agreed between the Company and CHS,
            good and marketable title to the CHS-sourced United LLC Contributed
            Assets, free and clear of any mortgages, liens, claims,
            encumbrances, pledges, conditional sale agreements, security
            agreements and charges in favor of any third party of any nature.
            Except as disclosed on Schedule 3.3(g), to the knowledge of CHS
            there are no liabilities, including environmental liabilities, or
            obligations of any nature, whether absolute, accrued, contingent or
            otherwise, relating to the CHS-sourced United LLC Contributed
            Assets, other than obligations which are in amounts which, in the
            aggregate, shall not have a material impact on the value of the
            Contributed Assets. Any contracts included in the CHS-sourced United
            LLC Contributed Assets are assignable and are in full force and
            effect, no dispute or disagreement exists under any such contract.
            CHS has made, or will make, available to the other Members true and
            correct copies of each such contract. Neither CHS nor, to its
            knowledge, any other party is in default in connection with any such
            contract.

                  3.4 Survival. All representations and warranties made herein
shall survive the execution and delivery of this Agreement and for a period of
time equal to the statutes of limitations applicable or related thereto.

                  3.5 Finder's Fees. Each Party represents that it has not
engaged or authorized any broker, finder or similar agent who would be entitled
to a commission or other fee in respect of the transactions contemplated herein.

                                       14
<PAGE>


                  3.6 Bring Down of Representations and Warranties. The parties
agree that each shall deliver a certificate, at each Closing described in
Article V, verifying the continued accuracy of the representations and
warranties contained herein, as applicable, together with such other and further
representations and warranties as the Parties may deep appropriate or advisable.

                                   ARTICLE IV

                     COVENANTS PRIOR TO OPERATIONAL CLOSING

                  4.1 Covenants. Each Party shall, prior to the Operational
Closing effected pursuant to this Agreement:

            (a) Due Diligence. Upon written request, make available to other
            Parties any documents and materials reasonably necessary to permit
            them to conduct legal, business and economic due diligence, provided
            however, that nothing herein shall be deemed to permit a Party
            hereto to conduct a Phase II environmental audit on or with respect
            to the real property of another Party without the written permission
            of the other Party given or withheld in its sole discretion.

            (b) Assistance to Company. Use reasonable efforts to assist the
            Company in obtaining all necessary permits and licenses necessary
            for it to conduct the business contemplated hereby.

            (c) Covenant to Close. Have duly performed and complied with all
            agreements and conditions required by this Agreement and the LLC
            Agreement to be performed or complied with by it on or prior to the
            Operational Closing Date.

            (d) Conduct of Business. Will not cause or permit the use of the
            Contributed Assets in any material transaction outside the ordinary
            course of business. Consistent with and subject to the foregoing,
            each Party shall cause its respective Contributed Assets to be kept
            and maintained in good operating condition and repair and shall use
            its good faith best efforts consistent with good business practice
            to cause the value of the business on an on-going basis to be
            preserved.

                  4.2 Publicity. Any and all publicity concerning any matters
contemplated under this Agreement or an Ancillary Agreement shall be agreed upon
in writing by all Parties, unless otherwise required by law.

                                       15
<PAGE>


                                    ARTICLE V

                                    CLOSINGS

                  5.1 Execution of this Agreement. The execution of this
Agreement by each of the Parties shall take place no later than February 4,
2000. The effective date hereof shall nonetheless be January 1, 2000.

                  5.2 Operational Closing. The Operational Closing shall be held
as soon as practicable and in any event within 10 business days after each of
the conditions referred to in Sections 5.2 have been satisfied or waived (the
"OPERATIONAL CLOSING DATE") at the offices of CHS, or at such other date, time
and place as the Parties shall mutually agree; provided that this Agreement has
not been terminated pursuant to Article VI prior to such date. At the
Operational Closing, the actions and deliveries referred to in Sections 5.4 and
5.5 shall take place and the documents referred to therein shall be exchanged.
The Parties agree and acknowledge that it is their mutual intention to be bound
in good faith by this Agreement in accordance with its terms, it being agreed
and understood that the Operational Closing contemplated by this Agreement shall
be subject only to the satisfaction or waiver by the appropriate Party of the
conditions set forth in this Article V.

                  5.3 Conditions to the Obligations of All Parties to Effect the
Operational Closing. The obligations of the Parties set forth in this Agreement
are subject to the following conditions:

            (a) The results of legal, business and economic due diligence
            investigations, if any, conducted by LOL and UCB Parties shall be
            completed to the satisfaction of the investigating Party;

            (b) Each of the representations and warranties made by the Parties
            shall be true and correct when made and as of the Closing Date;

            (c) Each Party shall have performed and complied with all agreements
            and covenants required by this Agreement to be performed or complied
            with by it on or prior to the Operational Closing Date;

            (d) Restructuring of WilFarm, LLC ownership and other contractual
            arrangements between Farmland and Wilbur Ellis Company to the
            satisfaction of Farmland, LOL and CHS; and

                                       16
<PAGE>


            (e) All necessary Consents from Governmental Authorities and
            Governmental Licenses shall have been obtained by the Parties.

                  5.4 LOL, Farmland, CHS and United LLC Actions and Deliveries
at the Operational Closing. At or prior to the Operational Closing, each of the
Parties shall:

            (a) Execute and deliver a signed copy of the Ancillary Agreements to
            which it is a party;

            (b) Deliver a certificate signed by its duly authorized
            representative stating that all its representations and warranties
            contained in this Agreement and the LLC Agreement are true and
            correct as of the Operational Closing Date and all its covenants
            required to be performed as of the Operational Closing Date have
            been performed;

            (c) Respectively deliver documents reasonably required by the
            Company to permit its use and occupancy of the LOL Real Property,
            the LOL Personal Property, the United LLC Personal Property, and the
            United LLC Real Property for such time as any of LOL, or the UCB
            Parties remains a Member of the Company; and

            (d) Execute and deliver an Management Agreement in the form of
            EXHIBIT D attached hereto.

                  5.5 Company Actions and Deliveries at the Operational Closing.
At or prior to the Operational Closing, following execution and delivery of the
LLC Agreement by the parties thereto, the Certificate shall be executed and
filed with the Secretary of State of the State of Delaware.

                  5.6 Working Asset Closing. The Working Asset Closing shall be
held as soon as practicable and in any event within 10 business days after the
financing referred to in Section 1.2 has been obtained (the "WORKING ASSET
CLOSING") at the offices of CHS, or at such other date, time and place as the
Parties shall mutually agree. At the Working Asset Closing, each of the parties
shall sell to the Company their respective inventories of plant food and crop
protection products which can reasonably be marketed by the Company.

                                       17
<PAGE>


                                   ARTICLE VI

                                   TERMINATION

                  6.1 Termination. Prior to the Operational Closing, this
Agreement shall be terminated upon the occurrence of either of the following
events:

            (a) The written election of a Party that is not in material default
            or material breach under any of the provisions of this Agreement,
            (i) if there is a material default by another Party in its
            obligations hereunder, or there is a material breach by another
            Party of its representations and warranties hereunder, and such
            default or breach, as the case may be, shall not have been cured by
            the defaulting or breaching Party within twenty (20) business days
            after notice of such default or breach has been given by the
            non-defaulting, non-breaching Party to the defaulting Party or (ii)
            if the First Operational Closing has not occurred by October 1,
            2000;

            (b) The written election of the Party not subject to the same, upon
            (i) the admission in writing by a Party of its inability to pay its
            debts as they become due; (ii) the institution by a Party of
            proceedings for relief as a debtor under United States law, as now
            constituted or hereafter in effect, including, without limitation,
            Title 11 of the United States Code, or under any state or other law
            for the relief of debtors; (iii) the institution against a Party or
            its direct or indirect parent of any proceeding seeking to
            adjudicate it bankrupt or insolvent, or seeking liquidation or
            reorganization under any bankruptcy, insolvency or similar laws for
            the relief of debtors, or seeking the appointment of a receiver or
            equivalent official for any substantial part of its assets, and such
            proceeding shall not have been dismissed or withdrawn within sixty
            (60) days from the date of the institution thereof; (iv) the making
            by a Party or its direct or indirect parent of an assignment for the
            benefit of creditors; or (v) the appointment of a receiver or
            trustee for the business or properties of a Party or its direct or
            indirect parent.

                  6.2 Right to terminate after June 30,2000. Any party shall
have the right to terminate this Agreement after June 30, 2000, upon at least
ninety (90) days prior written notice to the other parties, if at the time of
such notice the Working Asset Closing has not occurred and such terminating
party has reasonably determined in good faith that, as a result of such Closing
not having occurred, continued operation of the Company will have a material
adverse effect on the terminating party.

                                       18
<PAGE>


                                   ARTICLE VII

                                 INDEMNIFICATION

                  7.1 Indemnification by a Party. Subject to Section 7.2, each
Party (the "INDEMNIFYING PARTY") shall indemnify, defend and hold harmless the
Company, the other Parties, the other Parties Affiliates, and the other Parties
and each such Affiliate's employees, officers, directors and agents, and the
Company's officers and representatives (collectively the "INDEMNIFIED PERSONS")
from and against any and all claims, demands, actions, suits, damages,
liabilities, losses, costs and expenses (including reasonable attorneys' fees),
to the extent caused by, resulting from or arising out of or in connection with
any of the following:

            (a) The breach of, or misrepresentation contained in, any written
            representation or warranty made by the Indemnifying Party or its
            Affiliates in this Agreement, in any Ancillary Agreement, in any
            officer's certificate delivered hereunder, or in any written
            agreement between a Party and the Company;

            (b) All liabilities or obligations of the Indemnifying Party, or
            conditions, existing at the time of contribution or transfer of any
            property or assets to the Company with respect to property or assets
            so contributed or transferred by the Indemnifying Party except to
            the extent specifically assumed by the Company;

            (c) The breach or default in performance of any covenant or
            agreement required to be performed by the Indemnifying Party
            contained in the Agreement or any Ancillary Agreement; or

            (d) Any claim, action, suit or proceeding or threat thereof, made or
            instituted as a result of acts or omissions of the Indemnifying
            Party or its Affiliates unrelated to the business and operations of
            the Company or outside the scope of the Indemnifying Party's rights
            or authority conferred by this Agreement.

                  7.2 Survival; Limitations; Procedures.

            (a) The indemnification obligations contained in Section 7.1 shall
            survive the Fee Closing and shall remain in effect [for a period of
            time thereafter equal to the statutes of limitations applicable or
            related to the matters indemnified against].

            (b) The rights and remedies provided to the Parties and the Company
            in this Agreement are cumulative and non-exclusive and shall not
            preclude any other right or remedy available to any Party or the
            Company at law or in equity.

            (c) Notwithstanding any other provision hereof, neither the Company
            nor any Party shall be liable to any other Party or its Affiliates,
            the Company, or any other Indemnified

                                       19
<PAGE>


            Person for special, indirect, punitive or consequential damages,
            including but not limited to loss of profit.

            (d) If the Indemnifying Party makes any payment in respect of
            indemnity obligations under Section 7.1, it shall be subrogated, to
            the extent of such payment, to all rights and remedies of the
            Indemnified Person to any insurance benefits or other claims of the
            Indemnified Person with respect to such claim.

            (e) Notwithstanding any other provision hereof, neither the Company
            nor any Party shall be liable to any other Party or its Affiliates
            for debts, liabilities or any other obligations except as
            specifically assumed in a writing in or pursuant to this Agreement.

                                  ARTICLE VIII

                            POST OPERATIONAL CLOSING

                  8.1 Services to Company. Existing agreements relating to
services currently being provided to the Cenex/LOL Agronomy Co. by LOL or CHS or
to WilFarm by Farmland including but not limited to those listed on Schedule 8.1
attached hereto will be reviewed and, to the extent appropriate, revised as
necessary or terminated in a manner agreeable to the parties, the intent of all
parties being that the Company should procure at the cost/benefit ratio most
favorable to the Company. It is anticipated that the definitive agreements will
be negotiated prior to the Operational Closing reflecting the services to be
provided by any of the Members which agreements may but shall not necessarily
include reimbursement for costs of terminating services formerly provided by the
Members with respect to their respective contributed assets.

                  8.2 Extension of Membership or Patronage Rights. LOL, CHS and
Farmland will each as soon as practical following the Operational Closing extend
the offer of membership and the ability to procure plant food and crop
protection products through the Company on a cooperative basis as facilitated by
each of them, the intention being that all qualified patrons of LOL, CHS and
Farmland will be entitled to participate on a patronage basis in the earnings of
the Members derived from the Company. Except as may be otherwise agreed by the
Members, all marketing of fertilizer and agricultural chemical by the Company is
anticipated to be for the benefit of members and patrons of the Members with the
intention being that LOL, CHS and Farmland will be able to treat their
respective earnings therefrom as patronage business done for their respective
members and patrons as permitted under the Internal Revenue Code. Earnings of
the Company will be split on the basis of the economic interests of the parties
as determined from time to time. An accounting system shall be maintained by the
Company permitting its earnings to be calculated and distributed separately for
fertilizer and crop protection products.

                  8.3 Non-Competition.

                                       20
<PAGE>


            (a) Effective upon the Operational Closing, LOL, CHS and Farmland
            each agree not to directly or indirectly engage in the wholesale
            marketing of fertilizer and agricultural chemicals except through
            the Company in the territory of North America during the time it, or
            an entity of which it is a material owner, remains a member of the
            Company and for a period of four years thereafter.

            (b) The Parties believe that the restrictive covenant contained in
            this Section 8.3 is reasonable. However, if any court having
            jurisdiction shall at any time hereafter hold this restriction to be
            unenforceable or unreasonable, whether as to scope, territory or
            period of time specified herein, and if such court shall declare or
            determine the scope, territory or period of time which it deems to
            be reasonable, such scope, territory or period of time shall be
            deemed to be reduced to that declared or determined by said court to
            be reasonable.

            (c) Each Party recognizes that in the event of violation of the
            terms of the above covenant, the other Parties will suffer
            irreparable damages and that it will be difficult if not impossible
            to compute actual damages sustained by such Parties as the result of
            such unauthorized competition. Therefore, the Parties agree that
            each Party shall be entitled to apply to a court of competent
            jurisdiction to enjoin any breach, threatened or actual, of the
            covenants contained herein.

                                   ARTICLE IX

                                  MISCELLANEOUS

                  9.1 Expenses. The Parties shall bear their own costs and
expenses incurred in connection with the performance of their obligations under
this Agreement.

                  9.2 Exchange of Information. Neither any Party nor any of its
Affiliates shall prior to the Operational Closing Date produce to, or exchange
with, another Party any competitively sensitive information unless counsel to
each Party has reached the independent determination, made in good faith, that
the production or exchange of such information will not violate Sections 1 and 2
of the Sherman Act, 15 U.S.C. ss.ss. 1, 2, Section 7 and 7A of the Clayton Act,
15 U.S.C. ss.ss. 18, 18A, and Section 5 of the Federal Trade Commission Act, 15
U.S.C. ss. 45. For these purposes, the term "competitively sensitive
information" shall mean: (i) information concerning allowable and unallowable
costs, including rates for services and price quotes or bids provided to any
government agency or other customer, (ii) trade secrets or confidential
practices, methods or processes, or (iii) any business plans, strategic plans or
competitive strategies.

                                       21
<PAGE>


                  9.3 Notice. All notices, reports, requests, demands and other
communications under or in connection with this Agreement or any other
agreements entered into between the Parties in connection with this Agreement
shall be written in the English language and shall be sent by registered
airmail, postage prepaid, return receipt requested, and addressed as follows,
and all notices, reports, requests, demands and other communications shall be
deemed to have been given on the date of receipt indicated on the return
receipt.

                  If to Farmland:           Farmland Industries, Inc.
                                            3315 N. Oak Trafficway
                                            P. O. Box 7305
                                            Kansas City, MO 64116

                                            Attention: General Counsel

                  If to LOL:                Land O'Lakes, Inc.
                                            4001 Lexington Avenue North
                                            Arden Hills, MN 55126

                                            Attention: Law Department

                  If to CHS:                Cenex Harvest States Cooperatives
                                            PO Box 64089
                                            5500 Cenex Drive
                                            St. Paul, MN  55164-0089

                                            Attention: Law Department

Any Party may change its postal address for the purpose of this Section 9.3 by
notice given to the other Parties in the manner set forth above.

                  9.4 Assignability; Transferability of Interests in the
Company. Except as otherwise expressly provided in this Agreement, no Party
shall assign or transfer or otherwise dispose of to any third party all or any
part of this Agreement or any of the rights or obligations to accrue hereunder,
without the prior written consent of the other Parties; provided that
restrictions, if any, on the transfer of any interest in the Company shall be as
set forth in the LLC Agreement.

                  9.5 Entire Agreement and Non-Waiver.

            (a) This Agreement and the Ancillary Agreements constitute the
            entire and only agreement among the Parties hereto relating to the
            subject matter of the joint venture arrangement, and supersede and
            cancel all previous negotiations, agreements, commitments or
            representations (if any), oral or written, in respect thereto, and
            shall not be discharged, changed or modified in any manner except by
            instruments signed by duly authorized representatives of the
            Parties.

                                       22
<PAGE>


            (b) Any failure by any Party to enforce any provision of this
            Agreement shall not be considered as constituting a waiver of that
            Party's right to enforce thereafter the same provision or other
            provisions hereof whether or not of similar character.

                  9.6 Further Assurances. Each Party hereto agrees to perform
any further acts, and to execute and deliver (with acknowledgment, verification,
and/or affidavit, if required) any further documents and instruments, as may be
reasonably necessary or desirable to implement and/or accomplish the provisions
of this Agreement and the transactions contemplated herein.

                  9.7 No Third Party Beneficiaries. This Agreement is solely for
the benefit of the Parties hereto and no other person or entity is entitled to
rely upon or benefit from this Agreement or any term hereof, except by a writing
signed by all of the Parties hereto.

                  9.8 Modification. The terms of this Agreement may not be
modified, amended, or otherwise changed in any manner, except by an instrument
in writing executed by each of the parties hereto.

                  9.9 Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the permitted successors and assigns of
the parties hereto.

                                       23
<PAGE>


                  IN WITNESS WHEREOF, the parties have caused this Agreement to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the day and year first above written.



         FARMLAND INDUSTRIES, INC.




         By:   /s/ Robert W. Honse
             -----------------------------
                  Name:  Robert W. Honse
                  Title: Executive Vice President and Chief Operating Officer
                  Date:  February 3, 2000


         CENEX HARVEST STATES COOPERATIVES




         By:   /s/ John D. Johnson
             -----------------------------
                  Name:  John D. Johnson
                  Title: President
                  Date:  February 3, 2000


         LAND O'LAKES, INC.




         By:   /s/ John E. Gherty
             -----------------------------
                  Name:  John E. Gherty
                  Title: President & CEO
                  Date:  February 3, 2000


         UNITED COUNTRY BRANDS LLC



         By:   /s/ Robert W. Honse            By:   /s/ John D. Johnson
             -----------------------------        -----------------------------
                  Name:  Robert W. Honse               Name:  John D. Johnson
                  Title: Manager                       Title: Manager
                  Date:  February 3, 2000              Date:  February 3, 2000

                                       24