Exhibit 10.8


                         CORNPRODUCTSMCP SWEETENERS LLC


                       LIMITED LIABILITY COMPANY AGREEMENT


                          DATED AS OF DECEMBER 1, 2000



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                                TABLE OF CONTENTS
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ARTICLE I  GENERAL DEFINITIONS.................................................2

     1.1.  Definitions.........................................................2
     1.2.  Interpretation......................................................9

ARTICLE II  ORGANIZATION.......................................................9

     2.1.  Formation...........................................................9
     2.2.  Name................................................................9
     2.3.  Purposes............................................................9
     2.4.  Duration...........................................................10
     2.5.  Registered Office and Registered Agent; Principal and Executive
             Offices..........................................................10
     2.6.  Qualification in Other Jurisdictions...............................10
     2.7.  No State-Law Partnership...........................................10

ARTICLE III  MEMBERS..........................................................11

     3.1.  Initial Members....................................................11
     3.2.  Admission of Additional Members....................................11

ARTICLE IV  CAPITAL CONTRIBUTIONS.............................................11

     4.1.  Initial Capital Contributions......................................11
     4.2.  Initial Voting Interests...........................................13
     4.3.  No Further Required Capital Contributions..........................13
     4.4.  Borrowings by the Company..........................................13
     4.5.  Capital Accounts...................................................13
     4.6.  Return of Capital Contributions....................................16
     4.7.  Interest...........................................................16
     4.8.  Loans from Members.................................................16

ARTICLE V  ALLOCATIONS AND DISTRIBUTIONS......................................16

     5.1.  Allocations of Income, Gain, Loss, Deduction and Credit from
             the Sale of Designated Products..................................16
     5.2.  Allocations of Income, Gain, Loss, Deduction and Credit from
             the Commission Sales of Optional and Imported Products...........16
     5.3.  Allocations of Other Income, Gain, Loss, Deduction and Credit......17
     5.4.  Monthly Allocation, Allocation Methodology.........................17
     5.5.  Allocations on Dissolution and Winding Up..........................17
     5.6.  Book/Tax Disparities; Section 754 Elections; Etc...................17
     5.7.  Allocation of Nonrecourse Deductions...............................18
     5.8.  Allocation of Member Nonrecourse Deductions........................18
     5.9.  Minimum Gain Chargeback............................................18
     5.10.  Member Minimum Gain Chargeback....................................18
     5.11.  Qualified Income Offset...........................................18
     5.12.  Limitations on Loss Allocation....................................19


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     5.13.  Curative Allocations..............................................19
     5.14.  Interest in Company Profits.......................................19
     5.15.  Distributions in Kind.............................................19
     5.16.  Allocations and Distributions to Transferred Interests............20
     5.17.  Distributions of Distributable Funds..............................20
     5.18.  Order of Application..............................................20

ARTICLE VI  RIGHTS, POWERS AND OBLIGATIONS OF MEMBERS.........................21

     6.1.  Authority; Liability to Third Parties..............................21
     6.2.  Transfer of Membership Interests...................................21
     6.3.  Admission of Transferee as Member..................................22
     6.4.  Confidentiality....................................................22
     6.5.  Non-Solicitation...................................................23
     6.6.  Restriction on Activities..........................................23

ARTICLE VII  MEETINGS OF MEMBERS..............................................23

     7.1.  Place of Meetings..................................................23
     7.2.  Meetings...........................................................23
     7.3.  Notice.............................................................24
     7.4.  Waiver of Notice...................................................24
     7.5.  Quorum.............................................................24
     7.6.  Voting.............................................................24
     7.7.  Conduct of Meetings................................................24
     7.8.  Action by Written Consent..........................................25
     7.9.  Required Approvals of Members......................................25
     7.10.  Proxies...........................................................25

ARTICLE VIII  MANAGEMENT OF THE COMPANY.......................................25

     8.1.  Management of Business.............................................25
     8.2.  Number and Election of Managers....................................25
     8.3.  General Powers of Managers.........................................26
     8.4.  Chairman of the Board of Managers..................................26
     8.5.  Required Approvals of Managers.....................................27
     8.6.  Authority of Individual Managers...................................28
     8.7.  Place of Meetings..................................................28
     8.8.  Regular Meetings...................................................28
     8.9.  Special Meetings...................................................28
     8.10.  Proxies...........................................................28
     8.11.  Quorum of and Action by Managers..................................28
     8.12.  Quorum of and Action by Managers with Respect to Special Items....28
     8.13.  Compensation......................................................29
     8.14.  Resignation and Removal...........................................29
     8.15.  Vacancies.........................................................29
     8.16.  Action by Written Consent.........................................29


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     8.17.  Other Business....................................................29
     8.18.  Standard of Care; Liability.......................................29
     8.19.  Appointment of Employees; Responsibilities........................30
     8.20.  Company Accountants...............................................30

ARTICLE IX  OWNERSHIP OF COMPANY PROPERTY.....................................31


ARTICLE X  FISCAL MATTERS; BOOKS AND RECORDS..................................31

     10.1.  Bank Accounts; Investments........................................31
     10.2.  Records Required by Act; Right of Inspection......................31
     10.3.  Books and Records of Account......................................32
     10.4.  Tax Returns and Information.......................................32
     10.5.  Delivery of Financial Statements to Members.......................32
     10.6.  Business Plan and Budgets.........................................32
     10.7.  Audits............................................................32
     10.8.  Fiscal Year.......................................................32
     10.9.  Tax Elections.....................................................32
     10.10.  Tax Matters Member...............................................33

ARTICLE XI  INDEMNIFICATION AND INSURANCE.....................................33

     11.1.  Indemnification and Advancement of Expenses.......................33
     11.2.  Insurance.........................................................35
     11.3.  Limit on Liability of Members.....................................35
     11.4.  Tax-Related Indemnification Obligations...........................35

ARTICLE XII  DISSOLUTION AND WINDING UP.......................................36

     12.1.  Events Causing Dissolution........................................36
     12.2.  Effective Date of Dissolution.....................................37
     12.3.  Certain Termination Fees..........................................37
     12.4.  Operation Prior to Effective Date of Dissolution..................38
     12.5.  Winding Up........................................................38
     12.6.  Compensation of Liquidator........................................41
     12.7.  Distribution of Company Property and Proceeds of Sale Thereof.....41
     12.8.  Final Audit.......................................................41
     12.9.  Deficit Capital Accounts..........................................42

ARTICLE XIII  DISPUTE RESOLUTION..............................................42

     13.1.  Negotiation of Disputes...........................................42
     13.2.  Agreement to Mediate..............................................42
     13.3.  Commencement of Litigation........................................43
     13.4.  Continuity of Service and Performance.............................43

ARTICLE XIV  MISCELLANEOUS PROVISIONS.........................................43


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     14.1.  Conference Telephone Meetings.....................................43
     14.2.  Electronic Meetings...............................................43
     14.3.  Counterparts......................................................43
     14.4.  Entire Agreement..................................................43
     14.5.  Partial Invalidity................................................43
     14.6.  Amendment.........................................................44
     14.7.  Binding Effect....................................................44
     14.8.  Offset............................................................44
     14.9.  Effect of Waiver or Consent.......................................44
     14.10.  Further Assurances...............................................44
     14.11.  Governing Law....................................................44


SCHEDULE I -     MEMBER INTERESTS
SCHEDULE II-     ANCILLARY AGREEMENTS
SCHEDULE III -   DESIGNATED PRODUCTS
SCHEDULE IV -    IMPORTED PRODUCTS
SCHEDULE V-      FORM OF SUPPLY AGREEMENT


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                         CORNPRODUCTSMCP SWEETENERS LLC

                       LIMITED LIABILITY COMPANY AGREEMENT

                      A DELAWARE LIMITED LIABILITY COMPANY

                  THIS AGREEMENT is made and entered into as of December 1, 2000
by and among Corn Products International, Inc., a Delaware corporation ("Corn
Products"), Minnesota Corn Processors, LLC, a Colorado limited liability company
("MCP") (Corn Products and MCP being herein referred to individually as a
"Member" and collectively as the "Members"), and CornProductsMCP Sweeteners LLC,
a Delaware limited liability company (the "Company").


                              PRELIMINARY STATEMENT

                  WHEREAS, Corn Products and MCP have filed a Certificate of
Formation with the Secretary of State of the State of Delaware to organize the
Company under and pursuant to the Delaware Limited Liability Company Act.

                  WHEREAS, the Company's primary activity shall initially be to
serve as the sales and distribution outlet for the Members in the designated
product categories. These sales activities apply to such products produced
within the United States and sold in the United States, Canada and Mexico. The
Company will also offer on a commission basis certain other sales, marketing and
distribution services to the Members with respect to certain optional products
and will engage in the sale, marketing and distribution within the United States
of certain imported products on a commission basis. Finally, the Company will
indirectly distribute designated products on a commission basis exclusively
through Corn Products' Affiliates in Canada and Mexico. The authority of the
Members to engage in the foregoing activities is subject to the restrictions
contained herein.

                  WHEREAS, upon the terms and subject to the conditions set
forth herein, each of Corn Products and MCP are concurrently with the execution
of this Agreement acquiring certain Membership Interests (as herein defined) in
the Company.

                  WHEREAS, in accordance with the Delaware Limited Liability
Company Act, each of the Company and the Members desire to enter into this
Agreement to set forth the respective rights, powers and interests of the
Members with respect to the Company and their respective Membership Interests
therein and to provide for the management of the business and operations of the
Company.

                  NOW, THEREFORE, in consideration of the mutual promises and
agreements made herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto hereby
agree as follows:


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                                    ARTICLE I

                               GENERAL DEFINITIONS

         1.1. Definitions. As used in this Agreement, the following terms shall
each have the meaning set forth in this Article I, (unless the context otherwise
requires).

                  "AAA" means the American Arbitration Association.

                  "ACQUIRING PERSON" means any Person or two or more Persons
that act as a partnership, limited partnership, syndicate or other group for the
purpose of acquiring, holding or disposing of securities, other equity interests
or all or substantially all of a business or its assets.

                  "ACT" means the Delaware Limited Liability Company Act, as it
may be amended from time to time, and any successor to such Act.

                  "ACTION" means any action, claim, suit, arbitration, inquiry,
subpoena, discovery request, proceeding or investigation by or before any court
or grand jury, any governmental or other regulatory or administrative entity,
agency or commission or any arbitration tribunal.

                  "ADJUSTED CAPITAL ACCOUNT" means, with respect to any Member,
the balance, if any, in such Member's Capital Account as of the end of the
relevant taxable year, after: (i) crediting to such Capital Account any amounts
that such Member is obligated to restore pursuant to Section
1.704-1(b)(2)(ii)(c) of the Treasury Regulations (or is deemed to be obligated
to restore pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and
1.704-2(i)(5) of the Treasury Regulations) and (ii) debiting to such Capital
Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of
the Treasury Regulations.

                  "ADJUSTED PROPERTY" means any property the Carrying Value of
which has been adjusted pursuant to Section 4.5(e).

                  "AFFILIATE" means, when used with reference to a specific
Person (or when not referring to a specific Person shall mean an Affiliate of a
Member), any Person that, directly or indirectly, through one or more
intermediaries, controls, is controlled by or is under common control with such
specific Person.

                  "AGGREGATE CONTRIBUTIONS" means, at any time, the sum of the
Capital Contributions of all Members theretofore made to the Company.

                  "AGREED VALUE" means the fair market value of Contributed
Property, as established by the Members in Article IV.

                  "AGREEMENT" means this Limited Liability Company Agreement,
including all schedules and exhibits referred to in and attached to this
Agreement, as originally executed and as subsequently amended from time to time
in accordance with the provisions hereof.


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                  "ANCILLARY AGREEMENTS" means the agreements listed in Schedule
II hereto, as originally executed and as subsequently amended from time to time
in accordance with the provisions hereof.

                  "ARBITRATION ACT" means the United States Arbitration Act, 9
U.S.C.ss.ss.1-16, as the same may be amended from time to time.

                  "ASSOCIATED" means, as to any Member, an officer, director,
employee, agent or other representative of such Member, or a Person otherwise
entitled to receive a financial benefit from or through such Member or any of
its Affiliates.

                  "BANKRUPTCY" means, with respect to any Member, the happening
of any one or more of the following events: (a) a Member: (i) makes an
assignment for the benefit of creditors; (ii) files a voluntary petition in
bankruptcy; (iii) is adjudged bankrupt or insolvent, or there has been entered
against such Member an order for relief, in any bankruptcy or insolvency
proceeding; (iv) files a petition or answer seeking in respect of such Member
any reorganization, arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any statute, law or regulation; (v) files an
answer or other pleading admitting or failing to contest the material
allegations of a petition filed against such Member in any proceeding of a
nature described above; or (vi) seeks, consents or acquiesces in the appointment
of a trustee, receiver or liquidator of such Member or of all or any substantial
part of such Member's properties; or (b) 120 days after the commencement of any
proceeding against any Member seeking reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any statute, law
or regulation, if such proceeding has not been dismissed, or within 90 days
after the appointment without such Member's consent or acquiescence of a
trustee, receiver or liquidator of the Member or of all or any substantial part
of such Member's properties, if such appointment is not vacated or stayed, or
within 90 days after the expiration of any such stay, if such appointment is not
vacated.

                  "BANKRUPTCY CODE" means Title 11 of the United States Code, as
now in effect or as hereafter amended.

                  "BULK" means finished products sold by pipeline or single
container, rail car or other transportation vehicle where the finished product
pipeline shipment, container, rail car or vehicle load has a capacity in excess
of five tons. Bulk does not include a single container, rail car or other
transportation vehicle containing subcontainers or packages of less than five
tons. Excluded from this definition of Bulk shall be any such products sold or
otherwise transferred to a third party and normally delivered by pipeline for
processing into finished products other than Designated Products.

                  "BUSINESS DAY" means any day other than a Saturday, Sunday and
those legal public holidays specified in 5 U.S.C. ss. 6103(a), as the same may
be amended from time to time.

                  "BUSINESS PLAN" means a business and profit plan with respect
to each fiscal year of the Company containing forecasts by customer of price and
volume, sales targets, forecasts of capital, operating, transportation and other
expenses, and forecasts of commission income, and such additional information as
shall be agreed to by the Managers.


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                  "CAPITAL ACCOUNT" means the Capital Account maintained for
each Member pursuant to Section 4.5 of this Agreement.

                  "CAPITAL CONTRIBUTION" means the total amount of cash and
property, including Initial Capital Contributions and Subsequent Capital
Contributions, if any, contributed to the Company by all the Members or any one
Member, as the case may be.

                  "CARRYING VALUE" means (a) with respect to a Contributed
Property, the Agreed Value of such property reduced (but not below zero) by all
depreciation, cost recovery and amortization deductions charged to the Capital
Accounts pursuant to Section 4.5(d) with respect to such property, as well as
any other reductions as a result of sales, retirements and other dispositions of
assets included in a Contributed Property, as of the time of determination, (b)
with respect to an Adjusted Property, the value of such property immediately
following the adjustment provided in Section 4.5(e) reduced (but not below zero)
by all depreciation, cost recovery and amortization deductions charged to the
Capital Accounts pursuant to Section 4.5(d) with respect to such property, as
well as any other reductions as a result of sales, retirements or dispositions
of assets included in Adjusted Property, as of the time of determination, and
(c) with respect to any other property, the adjusted basis of such property for
federal income tax purposes as of the time of determination.

                  "CERTIFICATE OF FORMATION" means the Certificate of Formation
of the Company described in Section 2.1.

                  "CHANGE IN CONTROL" means, with respect to a Member, (i) the
sale or other transfer to an Acquiring Person of all or substantially all of the
business or assets of such Member or (ii) the sale or other transfer to an
Acquiring Person of the direct or Beneficial Ownership (as defined in Rule 13d-3
under the Securities Exchange Act of 1934, as amended) of more than 50% of the
Voting Power of such Member.

                  "CODE" means the Internal Revenue Code of 1986, as now in
effect or as hereafter amended.

                  "COMMISSION SALES AGREEMENT" means an individual agreement or
agreements between or among the Company and Corn Products and/or MCP or certain
Affiliates of Corn Products related to the sale of Imported Products, Optional
Products and products sold by the Company into Mexico and Canada.

                  "COMPANY" means CornProductsMCP Sweeteners LLC, the limited
liability company formed by the filing of the Certificate of Formation, as
constituted from time to time.

                  "COMPANY ACCOUNTANTS" means the independent certified public
accounting firm appointed from time to time by the Managers.

                  "COMPANY PROPERTY OR PROPERTIES" means all interests,
properties, whether real, personal or intellectual, and rights of any type owned
or held by the Company, whether owned or held by the Company at the date of its
formation or thereafter acquired.


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                  "CONTRIBUTED PROPERTY" means property or other consideration
(other than cash) contributed to the Company in exchange for Membership
Interests under Article IV.

                  "DEFAULT" means any material default with respect to a duty
under or a covenant of this Agreement or any of the Ancillary Agreements which
has not been cured by the defaulting Member within 60 days after receipt by the
defaulting Member of Written Notification of such default from the
non-defaulting Member.

                  "DESIGNATED PERSON" means Archer Daniels Midland Corporation,
Cargill, Inc., Tate & Lyle Ltd. PLC, Coca Cola Corporation, Pepsi Cola
Corporation or Cott Beverages, or any Affiliate of any of the foregoing.

                  "DESIGNATED PRODUCTS" means the following finished products
(a) Bulk Liquid High Fructose Corn Syrup (up to 85 percent fructose); (b) Bulk
Liquid Corn Syrups, including Low Dextrose Equivalent, Regular Dextrose
Equivalent, High Dextrose Equivalent and High Maltose; (c) Bulk Liquid Blends
(consisting of any two or more of the following products: (i) Liquid High
Fructose Corn Syrup (up to 85 percent fructose), (ii) Liquid Corn Syrup, and
(iii) Liquid Sucrose); (d) Bulk Liquid Dextrose (99 percent, 95 percent and
Versatose); (e) Bulk Unmodified Food Starch; and, (f) all modifications,
reformulations or newly-developed sweetener products that are produced by either
of the Members and are within the product descriptions set forth in (a) through
(e); provided, however, that the Designated Products shall not include those
quantities of the foregoing sweetener products that either of the Members is
obligated as of November 17, 2000 to supply to a third party pursuant to a
contract that, by its terms, cannot be assigned to the Company. Schedule III
sets forth the specific product codes of each individual product included as a
Designated Product. The Members shall update Schedule III at least annually in
connection with the preparation of the Business Plan to reflect the addition or
deletion of any specific product codes that are appropriate to conform to the
foregoing definition.

                  "DISSOLUTION NOTICE" means Written Notification of a Member's
election to dissolve the Company, given pursuant to Section 12.1(d).

                  "DISTRIBUTABLE FUNDS" means all funds received by or released
to the Company or otherwise released from hold-backs or reserves during any
period (including all interest income from temporary investments made by the
Company pending distribution of funds), after subtracting funds used during such
period (a) to pay all costs and expenses incurred during such period, including
all expenses incurred in any sale or disposition transaction, (b) to discharge
during such period any indebtedness or liabilities of the Company for which such
proceeds are to be used and (c) to create or increase during such period such
reserves or hold-backs as the Managers may determine for the discharge of known
or existing liabilities or obligations of the Company or otherwise for the
Company's present or future obligations, needs or business opportunities. The
method for calculating Distributable Funds shall be reviewed at least annually
and any changes in this definition approved by the Managers shall supercede this
definition.

                  "EXCESS AMOUNT" means the aggregate amount in a Member's
Capital Account in excess of the amount attributable to such Member's Capital
Contribution.


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                  "EXECUTIVE OFFICES" means the office of the Company located in
the northwestern suburbs of Chicago, Illinois, unless another location is agreed
to by the Members.

                  "IMPORTED PRODUCTS" means all Designated Products which are
produced by a Member or its Affiliates outside the United States and exported
into and sold in the United States. Schedule IV sets forth the specific product
codes of each individual product included as a Designated Product. The Members
shall update Schedule IV at least annually in connection with the preparation of
the Business Plan to reflect the addition or deletion of any specific product
codes that are appropriate to conform to the foregoing definition.

                  "INITIAL CAPITAL CONTRIBUTION" has the meaning specified in
Section 4.1.

                  "INITIAL MEMBERS" means each Person listed on Schedule I of
this Agreement, and any Affiliate of such Person that, at the time of
determination, holds Membership Interests.

                  "INTERIM CAPITAL TRANSACTION" means (a) a transaction pursuant
to which the Company borrows funds, including, without limitation, a refinancing
of any Company debt, (b) a sale, condemnation or other disposition of all or a
portion of the Company assets or (c) the receipt of insurance proceeds or other
damage recoveries by the Company, in any such case which does not result in and
is not entered into in connection with the dissolution and termination of the
Company.

                  "MANAGERS" means, at any time, the Persons elected in
accordance with Section 8.2 who are then managing the Company in accordance with
Article VIII.

                  "MEMBER NONRECOURSE DEBT" means any liability (or portion
thereof) of the Company that constitutes debt which, by its terms, is
nonrecourse to the Company and the Members, but for which a Member bears the
economic risk of loss, as determined under Section 1.704-2(b)(4) of the Treasury
Regulations.

                  "MEMBER NONRECOURSE DEBT MINIMUM GAIN" means an amount of gain
characterized as "partner nonrecourse debt minimum gain" under Section
1.704-2(i)(2) and 1.704-2(i)(3) of the Treasury Regulations. Subject to the
preceding sentence, Member Nonrecourse Debt Minimum Gain shall mean an amount,
with respect to each Member Nonrecourse Debt, equal to the Minimum Gain that
would result if such Member Nonrecourse Debt were treated as a Nonrecourse
Liability.

                  "MEMBERS" means, at any time, the Persons who then own
Membership Interests in the Company.

                  "MEMBERSHIP INTEREST" means, with respect to any Member at any
time, the rights, liabilities and other interests of such Member in the Company
including all its rights, liabilities and other interests pursuant to this
Agreement.

                  "MINIMUM GAIN" means the amount determined by computing with
respect to each Nonrecourse Liability of the Company the amount of gain, if any,
that would be realized by the Company if it disposed of the property securing
such liability in full satisfaction thereof, and by then aggregating the amounts
so computed.


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                  "NONRECOURSE LIABILITY" means a liability (or that portion of
a liability) with respect to which no Member bears the economic risk of loss as
determined under Section 1.704-2(b)(3) of the Treasury Regulations.

                  "NORTH AMERICA" means the United States, Canada and Mexico.

                  "NOTIFICATION" means all notices permitted or required to be
given to any Person hereunder. Such Notifications must be given in Writing or by
facsimile transmission and will be deemed to be duly given on the date of
delivery if delivered in person or through facsimile or on the earlier of actual
receipt or three (3) Business Days after the date of mailing if mailed by
registered or certified mail, first class postage prepaid, return receipt
requested, to such Person. All such notices shall be sent to the address of such
Person on the Company records.

                  "OPTIONAL PRODUCTS" means any products specified by the Member
desiring to sell the product and consented to by the other Members (which
consent shall not be unreasonably withheld) that are not Designated Products,
which Optional Products may include, but are not limited to, High Fructose Corn
Syrup (over 85 percent fructose), Dry Dextrose, Modified Food Starches,
Maltodextrin, Dry Bulk Sucrose, Liquid Bulk Sucrose, certain Specialty Products,
Non-Bulk Unmodified Food Starches and certain products that would have been
Designated Products if they had not been the subject of unassignable contracts.

                  "PERSON" means any general partnership, limited partnership,
corporation, limited liability company, joint venture, trust, business trust,
governmental agency, cooperative, association, individual or other entity, and
the heirs, executors, administrations, legal representatives, successors and
assigns of such person, as the context may require.

                  "PLAN OF DISSOLUTION" means a Plan of Dissolution approved by
all Members as contemplated by Section 12.5.

                  "PRINCIPAL OFFICES" means the office of the Company located in
Marshall, Minnesota, unless another location is agreed to by the Members.

                  "PRODUCT CATEGORY" means the groups of Designated or Imported
Products identified as Product Categories in the respective Schedules III and IV
and the groups of Optional Products described in Addenda to the Commission Sales
Agreement.

                  "SCHEDULE I" means the schedule attached hereto and labeled
"Schedule I - Member Interests".

                  "SCHEDULE II" means the schedule attached hereto and labeled
"Schedule II - Ancillary Agreements".

                  "SCHEDULE III" means the schedule attached hereto and labeled
"Schedule III - Designated Products" describing the Designated Products by
product description and code assigned by a Member to the individual products
falling within the Designated Product categories as of the date of the
Agreement.


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                  "SCHEDULE IV" means the schedule attached hereto and labeled
"Schedule IV - Imported Products".

                  "SCHEDULE V" means the schedule attached hereto and labeled
"Schedule V - Form of Supply Agreement".

                  "SECTION 705(a)(2)(B) EXPENDITURE" means any expenditure of
the Company described in Section 705(a)(2)(B) of the Code and any expenditure
considered to be an expenditure described in Section 705(a)(2)(B) of the Code
pursuant to Section 704(b) of the Code and the Treasury Regulations thereunder.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SUBSEQUENT CAPITAL CONTRIBUTION" means a Capital Contribution
of any Member or of all the Members, as the case may be, other than an Initial
Capital Contribution.

                  "SUPPLY AGREEMENT" means an agreement among the Company and
Corn Products and MCP related to the sale of Designated Products in the form
atached as Schedule V, or as may be otherwise subsequently agreed to by the
Company and the Members.

                  "TAX" (and, with correlative meaning, "TAXES") means any
federal, state, local or foreign income, gross receipts, property, sales, use,
license, excise, franchise, employment, payroll, withholding, alternative or
add-on minimum, ad valorem, value added, transfer or excise tax, or any other
tax, custom duty, governmental fee or other like assessment or charge of any
kind whatsoever imposed by any governmental authority.

                  "TAX OFFSET AMOUNT" means, for any Member, the amount by which
a Tax otherwise payable by the Company is reduced as a result of income being
allocated to such Member, Taxes being paid by such Member, or similar event (for
a Member including, for example and not by way of limitation, the amount by
which the Illinois Personal Property Tax Replacement Income Tax otherwise
payable by the Company is reduced as a result of income being distributable to
such Member).

                  "TERMINATION" means the termination of a Member's Membership
Interest.

                  "TERMINATION FEE" means that amount which one Member must pay
to another Member in the amount and at the time specified in Section 12.3.

                  "TRANSFER" means any change in the record or beneficial
ownership of a Membership Interest, whether made voluntarily or involuntarily by
operation of law.

                  "TREASURY REGULATIONS" means the regulations promulgated by
the U.S. Treasury Department pursuant to the Code.

                  "UNITED STATES" means each of the states constituting the
United States of America and the Commonwealth of Puerto Rico.


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                  "UNREALIZED GAIN" means the excess (attributable to a Company
Property), if any, of the fair market value of such property as of the date of
determination (as reasonably determined by the Managers) over the Carrying Value
of such property as of the date of determination (prior to any adjustment to be
made pursuant to Section 4.5(e) as of such date).

                  "UNREALIZED LOSS" means the excess (attributable to a Company
Property), if any, of the Carrying Value of such property as of the date of
determination (prior to any adjustment to be made pursuant to Section 4.5(e) as
of such date) over its fair market value as of such date of determination (as
reasonably determined by the Managers).

                  "VOTING POWER" means ordinary voting power in the election of
the board of directors or similar governing body of a Person, other than the
right to vote by reason of the happening of a contingency.

                  "VOTING INTEREST" means, with respect to any Member at any
time the percentage interest of such Member as specified in Schedule I of this
Agreement.

                  "WRITING OR WRITTEN" means an original paper communication,
telegram, cablegram, or a photographic, photostatic, facsimile or similar
reproduction of an original paper communication.

         1.2. Interpretation. Each definition in this Agreement includes the
singular and the plural, and reference to the neuter gender includes the
masculine and feminine where appropriate. References to any statute or
regulations means such statute or regulations as amended at the time and include
any successor legislation or regulations. The headings to the Articles and
Sections are for convenience of reference and shall not affect the meaning or
interpretation of this Agreement. Except as otherwise stated, reference to
Articles, Sections and Schedules mean the Articles, Sections and Schedules of
this Agreement. The Schedules are hereby incorporated by reference into and
shall be deemed a part of this Agreement.

                                   ARTICLE II

                                  ORGANIZATION

         2.1. Formation. The Company has been organized as a Delaware limited
liability company under and pursuant to the Act by the filing of a Certificate
of Formation with the Office of the Secretary of State of Delaware as required
by the Act. In the event of a conflict between the terms of this Agreement and
the Certificate of Formation, the terms of the Certificate of Formation shall
prevail.

         2.2. Name. The name of the Company is "CornProductsMCP Sweeteners LLC".
To the extent permitted by the Act, the Company may conduct its business under
one or more assumed names deemed advisable by the Managers.

         2.3. Purposes. The purposes of the Company are to engage in any
activity and/or business for which limited liability companies may be formed
under the Act (including, without limitation, the activities set forth in the
Preliminary Statement of this Agreement). The Company


                                       9
<PAGE>


shall have all the powers necessary or convenient to effect any purpose for
which it is formed, including all powers granted by the Act.

         2.4. Duration. Subject to Article XII hereof, the Company shall have an
initial term expiring at the end of business on December 31, 2003, which term
shall be automatically renewed for successive one year terms.

         2.5. Registered Office and Registered Agent; Principal and Executive
Offices.

         (a) The registered office of the Company required by the Act to be
maintained in the State of Delaware shall be the initial registered office named
in the Certificate of Formation or such other office (which need not be a place
of business of the Company) as the Managers may designate from time to time in
the manner provided by the Act.

         (b) The registered agent of the Company in the State of Delaware shall
be the initial registered agent named in the Certificate of Formation or such
other Person or Persons as the Managers may designate from time to time in the
manner provided by the Act.

         (c) The Company shall establish and maintain a Principal Office for the
Company. The Principal Office shall serve as the headquarters office for the
Company and shall contain such personnel and provide such services as shall be
determined by the Managers. The Company shall establish and maintain an
Executive Office for the Company. The Executive Office shall serve as the
primary office for the President and Chief Executive Officer of the Company and
shall contain such other personnel and provide such services as shall be
determined by the Managers. The Company may have such other offices as the
Managers may designate from time to time.

         2.6. Qualification in Other Jurisdictions. The Managers shall have
authority to cause the Company to do business in jurisdictions other than the
State of Delaware only if one of the following conditions is satisfied:

         (a) Such jurisdiction has enacted a limited liability company statute,
and the Managers shall have approved the qualification of the Company under such
statute to do business as a foreign limited liability company in such
jurisdiction; or

         (b) The Company shall have obtained an opinion of counsel qualified to
practice law in the other jurisdiction to the effect that under the laws of such
jurisdiction the Members will not be held liable for any debts or obligations of
the Company.

         2.7. No State-Law Partnership. No provisions of this Agreement
(including, without limitation, the provisions of Article VIII) shall be deemed
or construed to constitute the Company as a partnership (including, without
limitation, a limited partnership) or joint venture, or any Member or Manager a
partner or joint venturer of or with any other Member or Manager, for any
purposes other than federal and state tax purposes.


                                       10
<PAGE>


                                  ARTICLE III

                                     MEMBERS

         3.1. Initial Members. The Initial Members of the Company are listed on
Schedule I of this Agreement and the initial addresses of such Initial Members
are as set forth on such Schedule I. As of the date hereof, there are no other
Members of the Company and no other Person has any right to take part in the
ownership of the Company.

         3.2. Admission of Additional Members. Additional Members of the Company
may be added only (i) with the written consent of all of the Members, (ii) if
such proposed additional Member satisfies the requirements of Section 6.3, and
(iii) if the Members amend this Agreement as appropriate to provide for the
admission of such new Member. No action by the Managers shall be required for
the admission of a new Member. If one Member proposes the admission of a new
Member or if a Member's Interest is subject to a Change In Control that does not
result in Termination, any other Member who reasonably believes that either
event will require review and approval of state or federal regulatory
authorities may require the Member proposing the new Member or the Member
subject to such Change In Control to obtain at its own expense the review and
approval of such events by any state or federal regulatory authorities who, upon
notification of such events, assert that such review or approval are necessary.

                                   ARTICLE IV

                              CAPITAL CONTRIBUTIONS

         4.1. Initial Capital Contributions.

         (a) Contribution of Cash. At such time or times after the date of this
Agreement as the Members shall agree, each Member shall contribute to the
initial capital of the Company the sum of $500,000 in cash. Such contribution
shall be made by wire transfer to the account of the Company previously
identified to the Members.

         (b) Contribution of Customer Lists and Contracts. As of January 1,
2001, each Member shall contribute to the initial capital of the Company, all of
its right, title and interest in the following:

                  (i) Customer lists, credit information and other business
         records to the extent related to the sale or marketing of Designated
         Products produced in the United States and sold in North America
         ("Customer Information"); and

                  (ii) Rights arising after December 31, 2000 under assignable
         contracts, agreements or other commitments for the sale of Designated
         Products produced in the United States and sold in North America, but
         only to the extent such rights relate to the sale of Designated
         Products subsequent to December 31, 2000 ("Contributed Contracts").

Such contribution shall be made by the delivery to the Company of an instrument
of assignment and assumption from each Member, which shall contain a schedule of
the Contributed Contracts


                                       11
<PAGE>


being contributed by such Member, and pursuant to which the Company shall assume
all liabilities under such Contributed Contracts arising after December 31, 2000
to the extent such liabilities relate to the sale of Designated Products
subsequent to December 31, 2000.

         (c) Agreed Value. The Agreed Value of the foregoing contributions shall
be set forth on Schedule I.

         (d) Representations and Warranties. Each Member represents and warrants
to the other Member and the Company as follows:

                  (i) Each Member has (or will promptly upon the execution of
         this Agreement and other Ancillary Agreements requested to be executed
         by the Member) supply a true and accurate summary of (a) the Member's
         sale of Designated Products necessary to calculate Base Year Volumes
         under the Supply Agreement and (b) the Member's sales and commission
         expenses for Optional or Imported Products to be marketed by the
         Company in sufficient detail to allow the Company to complete all
         Commission Sales Agreements. Except as disclosed to the other Member in
         writing as part of such summary, the Member supplying this information
         represents and warrants that to the knowledge of the executive officers
         of such Member there has not been any actual or threatened termination,
         cancellation or limitation of, or other material adverse change in,
         that Member's relationship with the customers whose purchases comprise
         the supplied information that should reasonably be expected to result
         in the supplied information overstating forecasted sales of Designated
         Product or forecasted commission income on Optional or Imported
         Products for calendar year 2001 by greater than ten percent (10%) in
         the aggregate. This representation and warranty does not apply to
         fluctuations which may arise from the periodic expiration or
         termination of customer relationships in the ordinary course of
         business and does not constitute a warranty by either Member that such
         relationships will be renewed upon any such expiration or termination.

                  (ii) Such Member has, and as of December 31, 2000 will have,
         performed all of its obligations under each of the Contributed
         Contracts to be contributed by it to the Company as provided above, and
         no event has occurred and no condition or state of facts exists which,
         with the passage of time or the giving of notice or both, would
         constitute a default or breach thereunder by such Member.

         (e) Execution of Supply Agreement and Ancillary Agreements. As of
January 1, 2001, the Members and the Company shall execute the following:

                  (i) The Supply Agreement;

                  (ii) One or more Commission Sales Agreements containing terms
         and conditions substantially as set forth in the Supply Agreement, with
         such additional or modified terms as may be mutually agreed by the
         Members;


                                       12
<PAGE>


                  (iii) One or more services agreements providing for the
         provision of certain services by the Members to the Company and by the
         Company to the Members containing such terms and conditions as may be
         mutually agreed by the Members;

                  (iv) One or more employee services/leasing agreements
         providing for the provision of certain employee-related services by the
         Members to the Company containing such terms and conditions as may be
         mutually agreed by the Members;

                  (v) One or more trademark licensing agreements providing for
         the licensing of certain trademarks by the Members to the Company
         containing such terms and conditions as may be mutually agreed by the
         Members; and

                  (vi) Such other agreements, bills of sale or other
         documentation as may be mutually agreed by the Members or as may be
         reasonably necessary to effect the purposes of this Section 4.1.

         (f) Sale of Other Assets. From time to time after the date hereof, the
Members may sell or otherwise transfer to the Company certain additional assets
of the Members related to the business of the Company, including in particular
finished goods inventory of Designated Products existing as of January 1, 2001,
certain tangible personal property that is usable by the Company in the
operation of its business, or certain logistics related contracts or equipment.
Such assets shall be sold or otherwise transferred pursuant to one or more bills
of sale or other instruments of transfer and upon such terms as shall be
mutually agreed by the Members.

         4.2. Initial Voting Interests. Each Member shall be entitled to a fifty
percent (50%) Voting Interest in the Company.

         4.3. No Further Required Capital Contributions. No Initial Member shall
be obligated to make any Capital Contributions other than the Initial Capital
Contributions, except as shall be agreed by the Members.

         4.4. Borrowings by the Company. Any outside borrowings from banks,
other commercial lenders or third parties shall be nonrecourse to the Members
unless otherwise approved by the Members. The Managers may establish prudent
borrowing facilities (including borrowings from Members) and use the proceeds
thereof to finance the operation of the Company's business or for any other
proper purposes. If approved by all Members and subject to any limitations in
the Company's then existing credit facilities, the Company may authorize the
pledge of each outstanding Membership Interest to secure Company indebtedness or
obligations authorized by the Managers. In such event, each Member hereby agrees
to execute and deliver such pledge agreements, consents, financing statements or
other certificates, instruments, agreements, notices or other documents as the
Managers by deem reasonably necessary or advisable in connection therewith.

         4.5. Capital Accounts.

                                       13
<PAGE>


         (a) A Capital Account shall be established and maintained for each
Member. Each Member's Capital Account (i) shall be increased by (A) the amount
of money contributed or deemed to be contributed by that Member to the Company,
(B) the Agreed Value of Contributed Property by that Member to the Company (net
of liabilities secured by the Contributed Property that the Company is
considered to assume or take subject to Section 752 of the Code), and (C)
allocations to that Member of Company income and gain (or items thereof),
including income and gain exempt from tax and income and gain described in
Section 1.704-1(b)(2)(iv)(g) of the Treasury Regulations, but excluding income
and gain described in Section 1.704-1(b)(4)(i) of the Treasury Regulations, and
(ii) shall be decreased by (A) the amount of money distributed to that Member by
the Company, (B) the fair market value of property distributed to that Member by
the Company (net of liabilities secured by the distributed property that the
Member is considered to assume or take subject to Section 752 of the Code), (C)
allocations to that Member of Section 705(a)(2)(B) Expenditures, and (D)
allocations of Company loss and deduction (or items thereof), including loss and
deduction described in Section 1.704-1(b)(2)(iv)(g) of the Treasury Regulations,
but excluding items described in clause (a)(i)(C) of this paragraph and loss or
deduction described in Section 1.704-1(b)(4)(i) or Section 1.704-1(b)(4)(iii) of
the Treasury Regulations.

         (b) Except as otherwise provided herein, whenever it is necessary to
determine the Capital Account of any Member for purposes of this Agreement, the
Capital Account of the Member shall be determined after giving effect to (i) all
Capital Contributions made or deemed to have been made to the Company on or
after the date of this Agreement, (ii) all allocations of income, gain,
deduction and loss pursuant to Article V for operations and transactions
effected on or after the date of this Agreement and prior to the date such
determination is required to be made under this Agreement and (iii) all
distributions made on or after the date of this Agreement.

         (c) Upon the Transfer of a Membership Interest in the Company after the
date of this Agreement, if such Transfer does not cause a termination of the
Company within the meaning of Section 708(b)(1)(B) of the Code, the Capital
Account of the transferor Member that is attributable to the transferred
interest will be carried over to the transferee Member but, if the Company has
an election in effect under Section 754 of the Code, the Capital Account will be
adjusted to reflect any adjustment required as a result thereof by the Treasury
Regulations promulgated pursuant to Section 704(b) of the Code.

         (d) The realization, recognition and classification of any item of
income, gain, loss or deduction for Capital Account purposes shall be the same
as its realization, recognition and classification for federal income tax
purposes; provided, however, that:

                  (i) Any deductions for depreciation, cost recovery or
         amortization attributable to a Contributed Property shall be determined
         as if the adjusted tax basis of such property on the date it was
         acquired by the Company was equal to the Agreed Value of such property.
         Upon adjustment pursuant to Section 4.5(e) of the Carrying Value of the
         Company property subject to depreciation, cost recovery or
         amortization, any further deductions for such depreciation, cost
         recovery or amortization shall be determined as if the adjusted tax
         basis of such property was equal to its Carrying Value immediately
         following such adjustment. Any deductions for depreciation, cost
         recovery or amortization under this Section



                                       14
<PAGE>

         4.5(d) shall be computed in accordance with Section
         1.704-1(b)(2)(iv)(g)(3) of the Treasury Regulations.

                  (ii) Any income, gain or loss attributable to the taxable
         disposition of any property shall be determined by the Company as if
         the adjusted tax basis of such property as of such date of disposition
         was equal in amount to the Carrying Value of such property as of such
         date.

                  (iii) All items incurred by the Company that can neither be
         deducted nor amortized under Section 709 of the Code shall, for
         purposes of Capital Accounts, be treated as an item of deduction and
         shall be allocated among the Members pursuant to Article V.

         (e)      (i) Upon the issuance of additional Membership Interests in
         the Company for cash or Contributed Property, the Capital Accounts of
         all Members and the Carrying Values of all Company Properties
         immediately prior to such issuance shall be adjusted (consistent with
         the provisions hereof and with the Treasury Regulations under Section
         704 of the Code) upward or downward to reflect any Unrealized Gain or
         Unrealized Loss attributable to each Company Property, as if such
         Unrealized Gain or Unrealized Loss had been recognized upon an actual
         sale of each such Company Property immediately prior to such issuance
         and had been allocated to the Members. In determining such Unrealized
         Gain or Unrealized Loss, the fair market value of Company Property as
         of any date of determination shall be reasonably determined by the
         Managers.

                  (ii) Immediately prior to the actual or deemed distribution of
         any Company Property (other than cash) or the distribution of cash in
         redemption of a Member's interest in the Company, the Capital Accounts
         of all Members and the Carrying Value of all Company Property shall be
         adjusted (consistent with the provisions hereof and Treasury
         Regulations under Section 704 of the Code) upward or downward to
         reflect any Unrealized Gain or Unrealized Loss attributable to each
         Company Property, as if such Unrealized Gain or Unrealized Loss had
         been recognized upon an actual sale of each such Company Property
         immediately prior to such distribution and had been allocated to the
         Members at such time. In determining such Unrealized Gain or Unrealized
         Loss, the fair market value of Company Property as of any date of
         determination shall be reasonably determined by the Members.

         (f) In addition to the adjustments required by the foregoing provisions
of this Section 4.5, the Capital Accounts of the Members shall be adjusted in
accordance with the capital account maintenance rules of Section
1.704-1(b)(2)(iv) of the Treasury Regulations.

         (g) The foregoing provisions of this Section 4.5 are intended to comply
with Section 1.704-1(b)(2)(iv) of the Treasury Regulations and shall be
interpreted and applied in a manner consistent with such Treasury Regulations.
If the Managers shall determine that it is prudent to modify the manner in which
the Capital Accounts are computed in order to comply with Section
1.704-1(b)(2)(iv) of the Treasury Regulations, the Managers may make such
modification,


                                       15
<PAGE>


provided that such modification is not likely to have a material effect on the
amounts distributable to any Member pursuant to Article V and the Managers
notify the Members in Writing of such modification prior to its effective date,
and provided further that the Managers shall have no liability to any Member for
any failure to exercise any such discretion to make any modifications permitted
under this Section 4.5(g).

         (h) The Capital Account balance of any Member who receives a
"guaranteed payment" (as determined under Section 707(c) of the Code) from the
Company shall be adjusted only to the extent of such Member's allocable share of
any Company deduction or loss resulting from such guaranteed payment.

         4.6. Return of Capital Contributions. Except as otherwise provided
herein, including Section 12.5, or in the Act or any supplemental agreement
between the Company and/or the Members, no Member shall have the right to
withdraw, or receive any return of, all or any portion of such Member's Capital
Contribution.

         4.7. Interest. No interest shall be paid by the Company on Capital
Contributions or on balances in Members' Capital Accounts.

         4.8. Loans from Members. Loans by a Member to the Company shall not be
considered Capital Contributions. If any Member shall advance funds to the
Company in excess of the amounts required hereunder to be contributed by such
Member to the capital of the Company, the making of such advances shall not
result in any increase in the amount of the Capital Account of such Member. The
amounts of any such advances shall be a debt of the Company to such Member and
shall be payable or collectible only out of the Company assets in accordance
with the terms and conditions upon which such advances are made. The repayment
of loans from a Member to the Company upon liquidation shall be subject to the
order of priority set forth in Section 12.5. Loan requests from the Company to
Members shall be made equally to all Members.

                                   ARTICLE V

                          ALLOCATIONS AND DISTRIBUTIONS

         5.1. Allocations of Income, Gain, Loss, Deduction and Credit from the
Sale of Designated Products. Except as otherwise provided in this Article V,
income, gain, loss, deduction and credit of the Company attributable to the sale
of each Product Category of Designated Products produced within the United
States and sold in North America shall be allocated to a Member's Capital
Account in proportion to the volumes of the Designated Products in each Product
Category supplied by or on behalf of each Member to the Company pursuant to such
Member's Sales Commitment under the Supply Agreement between the Member and the
Company.

         5.2. Allocations of Income, Gain, Loss, Deduction and Credit from the
Commission Sales of Optional and Imported Products. Except as otherwise provided
in this Article V, income, gain, loss, deduction and credit of the Company
attributable to the commission sales of each Product Category of Optional
Products and Imported Products shall be allocated to a


                                       16
<PAGE>


Member's Capital Account in proportion to the volumes of such products in each
Product Category supplied by or on behalf of the Member for whom the sales were
made pursuant to a Commission Sales Agreement.

         5.3. Allocations of Other Income, Gain, Loss, Deduction and Credit. In
the event that any item of income, gain, loss, deduction or credit cannot be
allocated as provided above, such items shall be allocated to an additional
category and shall be allocated to the Members' Capital Accounts in accordance
with their respective Voting Interests unless otherwise agreed.

         5.4. Monthly Allocation, Allocation Methodology.

         (a) The allocations pursuant to Sections 5.1, 5.2 and 5.3 shall be
calculated monthly to reflect year-to-date allocations.

         (b) As of January 1, 2001, the Members shall prepare and agree to a
description of the methodology to be used for making the allocation of income,
gains, losses, deductions and credits of the Company pursuant to Sections 5.1,
5.2 and 5.3. Such methodology may be amended from time to time in connection
with the preparation of the Business Plan as deemed appropriate by the Members.

         5.5. Allocations on Dissolution and Winding Up. Except as otherwise
provided in Section 12.5 and this Article V, after adjusting the Capital
Accounts for distributions under Section 5.14 and allocations under Section 5.1
through Section 5.3 for the year, gain or loss resulting from a sale of the
Company's assets under Section 12.5 or otherwise upon the dissolution and
termination of the Company shall be allocated to the Members in accordance with
their respective Capital Account balances.

         5.6. Book/Tax Disparities; Section 754 Elections; Etc.

         (a) In the case of Contributed Property, items of income, gain, loss,
deduction and credit, as determined for federal income tax purposes, shall be
allocated first in a manner consistent with the requirements of Section 704(c)
of the Code to take into account the difference between the Agreed Value of such
property and its adjusted tax basis at the time of contribution, using the
traditional method described in Section 1.703-3(b) of the Treasury Regulations
or such other method as shall be agreed upon by the Members.

         (b) In the case of Adjusted Property, such items shall be allocated in
a manner consistent with the principles of Section 704(c) of the Code to take
into account the difference between the Carrying Value of such property and its
adjusted tax basis, using the traditional method described in Section 1.703-3(b)
of the Treasury Regulations or such other method as shall be agreed upon by the
Members. In the event that the Adjusted Property was originally a Contributed
Property, the allocation required by this Section 5.6(b) also shall take into
account the requirements of Section 5.6(a).

         (c) All items of income, gain, loss, deduction and credit recognized by
the Company for federal income tax purposes and allocated to the Members in
accordance with the provisions hereof shall be determined without regard to any
election under Section 754 of the Code which may be made by the Company;
provided, however, that such allocations, once made, shall be


                                       17
<PAGE>


adjusted as necessary or appropriate to take into account those adjustments
permitted by Section 734 and 743 of the Code and to provide only Members
recognizing gain on Company distributions covered by Section 734 of the Code
with the federal income tax benefits attributable to the increased basis in
Company Property resulting from any election under Section 754 of the Code.

         (d) Whenever the income, gain and loss of the Company allocable
hereunder consists of items of different character for tax purposes (e.g.,
ordinary income, long-term capital gain, interest expense, etc.), the income,
gain and loss for tax purposes allocable to each Member shall be deemed to
include its pro rata share of each such item. Notwithstanding the foregoing, if
the Company realizes depreciation recapture income pursuant to Section 1245 or
Section 1250 (or other comparable provision) of the Code as the result of the
sale or other disposition of any asset, the allocations to each Member hereunder
shall be deemed to include the same proportion of such depreciation recapture as
the total amount of deductions for tax depreciation of such asset previously
allocated to such Member bears to the total amount of deductions for tax
depreciation of such asset previously allocated to all Members. This Section
5.6(d) shall be construed to affect only the character, rather than the amount,
of any items of income, gain and loss.

         5.7. Allocation of Nonrecourse Deductions. Items of loss, deduction and
Section 705(a)(2)(B) Expenditures attributable, under Section 1.704-2(c) of the
Treasury Regulations, to increases in the Company's Minimum Gain shall be
allocated, as provided in Section 1.704-2(e) of the Treasury Regulations, to the
Members in accordance with their Voting Interests.

         5.8. Allocation of Member Nonrecourse Deductions. Notwithstanding the
provisions of Sections 5.1 through 5.5, items of loss, deduction and Section
705(a)(2)(B) Expenditures attributable, under Section 1.704-2(i) of the Treasury
Regulations, to Member Nonrecourse Debt shall (prior to any allocation pursuant
to Sections 5.1 through 5.5) be allocated, as provided in Section 1.704-2(i) of
the Treasury Regulations, to the Members in accordance with the ratios in which
they bear the economic risk of loss for such debt for purposes of Section
1.752-2 of the Treasury Regulations.

         5.9. Minimum Gain Chargeback. In the event that there is a net decrease
in the Company's Minimum Gain during a taxable year of the Company, the minimum
gain chargeback described in Sections 1.704-2(f) and (g) of the Treasury
Regulations shall apply.

         5.10. Member Minimum Gain Chargeback. If during a taxable year of the
Company there is a net decrease in Member Nonrecourse Debt Minimum Gain, any
Member with a share of that Member Nonrecourse Debt Minimum Gain (determined
under Section 1.704-2(i)(5) of the Treasury Regulations) as of the beginning of
the year must be allocated items of income and gain for the year (and, if
necessary, for succeeding years) equal to that Member's share of such net
decrease in accordance with Section 1.704-2(i) of the Treasury Regulations.

         5.11. Qualified Income Offset. Pursuant to Section 1.704-1(b)(2)(ii)(d)
of the Treasury Regulations, income of the Company shall be allocated, after the
allocations required by Sections 5.9 and 5.10 but before any other allocation
required by this Article V, to the Members with deficit balances in their
Adjusted Capital Accounts (as defined in Section 5.12 hereof) in an amount and
manner sufficient to eliminate such deficit balances as quickly as possible.
This


                                       18
<PAGE>


Section 5.11 is intended to satisfy the provisions of Section
1.704-1(b)(2)(ii)(d) of the Treasury Regulations and shall be interpreted
consistently therewith.

         5.12. Limitations on Loss Allocation. No item of loss or deduction of
the Company shall be allocated to a Member if such allocation would result in a
negative balance in such Member's Adjusted Capital Account. Such loss or
deduction shall be allocated first among the Members with positive balances in
their Capital Accounts in proportion to (and to the extent of) such positive
balances and thereafter in accordance with their interests in the Company as
determined under Section 1.704-1(b)(3) of the Treasury Regulations. The Members
acknowledge that the losses and cost related to a Member's failure to meet Sales
Commitments as provided in Section 5.B of the Supply Agreement are not losses of
the Company to be allocated pursuant to this Article V.

         5.13. Curative Allocations. If any items of income and gain (including
gross income) or loss, deduction and Section 705(a)(2)(B) Expenditures are
allocated to a Member pursuant to Sections 5.7, 5.8, 5.9, 5.10, 5.11 or 5.12,
then, prior to any allocation pursuant to Sections 5.1 through 5.3 and subject
to Sections 5.7, 5.8, 5.9, 5.10, 5.11 and 5.12, items of income and gain
(including gross income) and items of loss, deduction and Section 705(a)(2)(B)
Expenditures for subsequent periods shall be allocated to the Members in a
manner designed to result in each Member's Capital Account having a balance
equal to what it would have been had such allocation of items of income and gain
(including gross income) or loss, deduction and Section 705(a)(2)(B)
Expenditures not occurred under Sections 5.7, 5.8, 5.9, 5.10, 5.11 or 5.12. In
exercising their discretion under this Section 5.13, the Members shall take into
account future allocations under Sections 5.9 and 5.10 that, although not yet
made, are likely to offset other allocations previously made under Sections 5.7
and 5.8.

         5.14. Interest in Company Profits. For purposes of Section
1.752-3(a)(3) of the Treasury Regulations, the Members shall determine the
method to be used to determine a Member's share, if any, of excess Nonrecourse
Liability. If, and to the extent a chosen method is based on a Member's share of
Company profits, the Members' interests in Company profits for such purposes of
determining the Members' proportionate shares of the excess Nonrecourse
Liabilities (as defined in Section 1.752-3(a)(3) of the Treasury Regulations) of
the Company shall be based on the manner in which the Members are allocated
income under Section 5.3.

         5.15. Distributions in Kind. Except as otherwise provided in Section
12.5, if any assets of the Company are distributed in kind pursuant to Section
12.6, such assets shall be distributed to the Members entitled thereto in the
same proportions as if the distribution were in cash. Such assets shall be
valued at their then fair market value as reasonably determined by the Managers.
The amount of Unrealized Gain or Unrealized Loss attributable to any asset to be
distributed in kind to the Members shall, to the extent not otherwise recognized
by the Company, be taken into account in computing gain or loss of the Company
for purposes of allocation of gain or loss under Sections 5.1 through 5.5, and
distributions of proceeds to the Members under Sections 5.17 and 12.6. If the
assets of the Company are sold in a transaction in which, by reason of the
provisions of Section 453 of the Code or any successor thereto, gain is realized
but not recognized, such gain shall be taken into account in computing gain or
loss of the Company for purposes of allocations and distributions to the Members
pursuant to this Article V,


                                       19
<PAGE>


notwithstanding that the Members may elect to continue the Company pending
collection of deferred purchase money obligations received in connection with
such sale.

         5.16. Allocations and Distributions to Transferred Interests.

         (a) If any interest in the Company is transferred, increased or
decreased during the year, all items of income, gain, loss, deduction and credit
recognized by the Company for such year shall be allocated among the Members to
take into account their varying interests during the year in any manner the
Managers shall approve.

         (b) Distributions under Sections 5.17 and 12.7 shall be made only to
Members and assignees who, according to the books and records of the Company,
are Members or assignees on the actual date of distribution. Neither the Company
nor the Managers (or any Manager) shall incur any liability for making
distributions in accordance with this Section 5.16(b).

         5.17. Distributions of Distributable Funds.

         (a) Except as provided in Section 12.5 or Section 12.6 hereof relating
to distributions upon the dissolution and liquidation of the Company,
Distributable Funds shall be distributed to the Members as soon as practicable
after the end of each calendar quarter in accordance with the Excess Amounts in
their respective Capital Accounts unless a lesser distribution shall be approved
by the Managers. Subject to Section 12.5, the Company shall not make any
distribution to the Members if, immediately after giving effect to the
distribution, all liabilities of the Company, other than liabilities to Members
with respect to their Membership Interests and liabilities for which the
recourse of creditors is limited to specified property of the Company, exceed
the fair value of Company Property, except that the fair value of Company
Property that is subject to a liability for which recourse of creditors is
limited shall be included in the Company assets only to the extent that the fair
value of that Company Property exceeds that liability.

         5.18. Order of Application. For purposes of this Article V, the listed
provisions shall be applied in the order in which they are listed below (from
first to last):

                  1.       Section 5.17;

                  2.       Section 5.16;

                  3.       Section 5.9;

                  4.       Section 5.11;

                  5.       Section 5.12;

                  6.       Section 5.6;

                  7.       Section 5.8;

                  8.       Section 5.7;


                                       20
<PAGE>


                  9.       Section 5.13;

                  10.      Section 5.1, Section 5.2, and Section 5.3;

                  11.      Section 5.5.

                                   ARTICLE VI

                    RIGHTS, POWERS AND OBLIGATIONS OF MEMBERS

         6.1. Authority; Liability to Third Parties. No Member has the authority
or power to act for or on behalf of the Company, to do any act that would be
binding on the Company, or to incur any expenditures on behalf of the Company.
No Member shall be liable for the debts, obligations or liabilities of the
Company, including under a judgment, decree or order of a court.

         6.2. Transfer of Membership Interests. This Section 6.2 governs the
direct Transfer of a Member's rights with respect to a Membership Interest in
the Company. With respect to the admission of a Transferee as a Member, the
provisions of Section 6.3 shall govern.

         (a) No Membership Interest may be transferred by any Member to any
Person, except (i) with the written consent of all other Members or (ii) or as
otherwise provided by the terms of this Section 6.2. In the event a Member
desires to Transfer all or any part of such Member's Membership Interest or any
interest therein, such Member will be responsible for compliance with all
conditions of transfer imposed by this Agreement and under applicable law and
for any expenses incurred by the Company for legal and/or accounting services in
connection with reviewing any proposed Transfer or issuing opinions in
connection therewith. Until the transferee is admitted as a Member pursuant to
Section 6.3, the transferor Member shall continue to be a Member and to be
entitled to exercise any rights or powers of a Member with respect to the
Membership Interest transferred. Whether or not the transferee of a Membership
Interest becomes a Member, the transferor Member shall not be released from any
liability to the Company under this Agreement, the Certificate of Formation or
the Act.

         (b) Notwithstanding the provisions of Section 6.2(a), a Member may
effect a Transfer of its Membership Interest (i) to an Affiliate of such Member
not created by a Change In Control or (ii) to the transferee of all or
substantially all of the business and assets of such Member.

         (c) Any purported Transfer of any Membership Interest in violation of
the provisions of this Agreement shall be wholly void and shall not effectuate
the Transfer contemplated thereby. Notwithstanding anything contained herein to
the contrary, (i) no Member may Transfer any Membership Interest in violation of
any provision of this Agreement or in violation of the Securities Act or any
applicable state securities laws, (ii) no Transfer of any Membership Interest
may be effected if such Transfer would cause a dissolution of the Company, under
the Act unless the Members unanimously approve such Transfer, and (iii) no
Transfer of any Membership Interest may be effected if such transfer would cause
a termination of the Company under Section 708(b)(1)(B) of the Code, unless the
Members unanimously approve of the Transfer.


                                       21
<PAGE>


         6.3. Admission of Transferee as Member. A transferee of a Membership
Interest desiring to be admitted as a Member must execute a counterpart of, or
an agreement adopting, this Agreement. The admission of such transferee (other
than transferees pursuant to Section 6.2(b)) is subject to the unanimous consent
of non-transferring Members. Any Member may freely withhold such consent in such
Member's absolute discretion. Upon admission of the transferee as a Member, the
transferee shall have, to the extent of the Membership Interest transferred, the
rights and powers and shall be subject to the restrictions and liabilities of a
Member under this Agreement, the Certificate of Formation and the Act. The
transferee shall also be liable, to the extent of the Membership Interest
transferred, for the unfulfilled obligations, if any, of the transferor Member
to make Capital Contributions, but shall not be obligated for liabilities
unknown to the transferee at the time such transferee was admitted as a Member
and that could not be ascertained from this Agreement.

         6.4. Confidentiality.

         (a) During the term of this Agreement unless a greater time or
conditions are established by other agreements between the parties, each Member
agrees not to divulge, communicate, use to the detriment of the Company or for
the benefit of any other Person, or misuse in any way, any confidential
information or trade secrets of the Company or any subsidiary of the Company or
any other Member or its Affiliates, including personnel information, secret
processes, know-how, customer lists, formulas or other technical data, except as
may be required by law, provided, however, that this prohibition shall not apply
to any information which, (i) through no improper action of such Member, is
publicly available or generally known in the industry, (ii) at the time of
disclosure to a Member by any other party was already known by such Member as
evidenced by such Member's written records, (iii) becomes available on a
non-confidential basis from a source that is entitled to disclose it on a
non-confidential basis, or (iv) was or is independently developed by or for a
Member without reference to the confidential information, as evidenced by such
Member's written records. Notwithstanding the provisions of this section to the
contrary, in the event of Termination of the Company and the distribution of
Company assets pursuant to Article XII, all Members shall have access to and the
right to use in their ongoing business the information of the Company including
but not limited to all sales, customer, pricing and other information developed
or maintained by the Company in their post-Termination business activities.

         (b) It is agreed between the parties that the Company would be
irreparably damaged by reason of any violation of the provisions of this Section
6.4, and that any remedy at law for a breach of such provisions would be
inadequate. Therefore, the Company shall be entitled to seek and obtain
injunctive or other equitable relief (including, but not limited to, a temporary
restraining order, a temporary injunction or a permanent injunction) against any
Member, such Member's agents, assigns or successors for a breach or threatened
breach of such provisions and without the necessity of proving actual monetary
loss. It is expressly understood among the parties that this injunctive or other
equitable relief shall not be the Company's exclusive remedy for any breach of
this Section 6.4 and the Company shall be entitled to seek any other relief or
remedy that it may have by contract, statute, law or otherwise for any breach
hereof, and it is agreed that the Company shall also be entitled to recover its
attorneys' fees and expenses in any successful action or suit against any Member
relating to any such breach.


                                       22
<PAGE>


         6.5. Non-Solicitation. So long as a Person is a Member of the Company,
neither such Member nor any of its Affiliates shall hire or employ any employee
of the other Member or any of its Affiliates who has participated in any of the
transactions contemplated by this Agreement without the consent of the other
Member. Neither Member and no Affiliate of any Member shall hire or employ any
employee of the Company without the approval of the Managers.

         6.6. Restriction on Activities.

         (a) From and after January 1, 2001 and prior to the Effective Date of
any dissolution of the Company pursuant to Article XII (except as otherwise
provided in Section 12.4(ii), neither Member and none of its Affiliates shall,
directly or indirectly through distributors, agents or otherwise, except as
permitted or contemplated by this Agreement or any of the Ancillary Agreements,
(1) engage in the sale, marketing and distribution of the Designated Products in
the United States, (2) engage in the sale or distribution in Canada or Mexico of
Designated Products produced in the United States, or (3) appropriate for its
own use or refer to any competitor of the Company any Designated Product sales
opportunities within the United States. Nothing contained in this Section 6.6
shall restrict the right (i) of a Member or an Affiliate of a Member from
selling in either Mexico or Canada Designated Products produced outside of the
United States, including Product Categories produced in Canada or Mexico, (ii)
of a Member or its Affiliates to conduct any business or activity whatsoever
outside of North America, (iii) of any non-United States Affiliate of a Member
from conducting business in Mexico or Canada, (iv) of a Member or any of its
Affiliates to sell, market and distribute anywhere in the world any products
other than Designated Products, or (v) of a Member or any of its Affiliates to
use Designated Products or their components in the production phases of any
product other than a Designated Product. These excepted activities may be
conducted without any accounting to the Company or its Members. Nothing
contained herein shall limit the obligations of either Member or any of its
Affiliates under any of the Commission Sales Agreements

         (b) Notwithstanding the foregoing, the Members and their Affiliates
shall be permitted to acquire, directly or indirectly, securities of or any
economic interest in any Person that sells any Designated Product, provided that
such Member together with its Affiliates do not, in the aggregate, own more than
25% of any class of securities of or the economic interests in such Person.

                                  ARTICLE VII

                               MEETINGS OF MEMBERS

         7.1. Place of Meetings. All meetings of Members shall be held at the
Principal Office of the Company as provided in Section 2.5, or at such other
place as may be designated by the Members.

         7.2. Meetings.

         (a) An annual meeting of Members for the transaction of such business
as may properly come before the Meeting shall be held at such place, on such
date and at such time as the Managers shall determine.


                                       23
<PAGE>


         (b) Special meetings of Members for any proper purpose or purposes may
be called at any time by at least 50% of the Managers or by the holders of at
least 50% of the Voting Interests then outstanding.

         7.3. Notice. A Notification of all meetings, stating the place, day and
hour of the meeting and in the case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the meeting to each Member entitled to
vote.

         7.4. Waiver of Notice. Attendance of a Member at a meeting shall
constitute a waiver of Notification of the meeting, except where such Member
attends for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called or convened. Notification
of a meeting may also be waived in Writing. Attendance at a meeting is not a
waiver of any right to object to the consideration of matters required to be
included in the Notification of the meeting but not so included, if the
objection is expressly made at the meeting.

         7.5. Quorum. The presence, either in person or by proxy, of Members
holding Voting Interests of at least fifty-one percent (51%) in the aggregate is
required to constitute a quorum at any meeting of the Members.

         7.6. Voting.

         (a) All Members shall be entitled to vote on any matter submitted to a
vote of the Members. Members may vote either in person or by proxy at any
meeting. Each Member shall be entitled to one vote for each full percentage of
the Voting Interests held by such Member. Fractional votes shall be permitted.

         (b) With respect to any matter other than a matter for which the
affirmative vote of Members owning a greater percentage of the Voting Interests
is required by the Act, the Certificate of Formation or this Agreement, the
affirmative vote of the holders of at least 51% of the Voting Interests at a
meeting at which a quorum is present shall be the act of the Members.

         (c) No provision of this Agreement requiring that any action be taken
only upon approval of Members holding a specified percentage of the Voting
Interests may be modified, amended or repealed unless such modification,
amendment or repeal is approved by Members holding at least such percentage of
the Voting Interests.

         7.7. Conduct of Meetings. The Members shall have full power and
authority concerning the manner of conducting any meeting of the Members,
including, without limitation, the determination of Persons entitled to vote,
the existence of a quorum, the satisfaction of the requirements of this Article
VII, the conduct of voting, the validity and effectiveness of any proxies, and
the determination of any controversies, votes or challenges arising in
connection with or during the meeting or voting. The Chairman, or if the
Chairman is not available a Person designated by the Members, shall serve as
chairperson of any meeting and shall further designate a Person to take minutes
of any meeting. The chairperson of the meeting shall have the power to adjourn
the meeting from time to time, without notice, other than announcement of the
time and place of the adjourned meeting. Upon the resumption of such adjourned
meeting, any business may be transacted that might have been transacted at the
meeting as originally called.


                                       24
<PAGE>


         7.8. Action by Written Consent. Any action that may be taken at a
meeting of the Members may be taken without a meeting if a consent in Writing,
setting forth the action to be taken, shall be signed and dated by Members
holding the percentage of Voting Interests required to approve such action under
the Act, the Certificate of Formation or this Agreement. Such consent shall have
the same force and effect as an affirmative vote of the signing Members at a
meeting duly called and held pursuant to this Article VII. No prior notice from
the signing Members to the Company or other Members shall be required in
connection with the use of a written consent pursuant to this Section 7.8.
Notification of any action taken by means of a written consent of Members shall,
however, be sent within a reasonable time after the date of the consent by the
Company to all Members who did not sign the written consent.

         7.9. Required Approvals of Members. The approval of the Members shall
be required for each of the following actions:

         (a) the sale, lease, transfer or other disposition by the Company of
(i) the right to serve as the exclusive sales outlet for Designated Products for
any Member or (ii) all or substantially all of the assets of the Company;

         (b) any merger or consolidation involving the Company;

         (c) any voluntary liquidation, dissolution or termination of the
Company; and

         (d) the filing of a petition or other document seeking relief under the
United States or foreign bankruptcy laws.

         7.10. Proxies. A Member may vote either in person or by proxy executed
in Writing by the Member. No proxy shall be valid after eleven (11) months from
the date of its execution unless otherwise provided in the proxy. A proxy shall
be revocable unless the proxy form conspicuously states that the proxy is
irrevocable and the proxy is coupled with an interest. Should a proxy designate
two or more Persons to act as proxies, unless such instrument shall provide to
the contrary, a majority of such Persons present at any meeting at which their
powers thereunder are to be exercised shall have and may exercise all the powers
of voting or giving consents thereby conferred, or if only one be present, then
such powers may be exercised by that one; or, if an even number attend and a
majority do not agree on any particular issue, the Company shall not be required
to recognize such proxy with respect to such issue if such proxy does not
specify how the Voting Interests that are the subject of such proxy are to be
voted with respect to such issue.

                                  ARTICLE VIII

                            MANAGEMENT OF THE COMPANY

         8.1. Management of Business. Except as otherwise expressly provided in
this Agreement, the powers of the Company shall be exercised by or under the
authority of, and the business and affairs of the Company shall be managed under
the direction of a Board of Managers.

         8.2. Number and Election of Managers.


                                       25
<PAGE>


         (a) There shall be at all times that this Agreement remains in effect,
unless modified by Written consent of all Members, six Managers of the Company.
Corn Products shall have the right to elect three Managers and MCP shall have
the right to elect three Managers. The initial Managers shall be:

         (b)      Appointed by Corn Products               Appointed by MCP

         (i)      Michael R. Pyatt                (i)      L. Daniel Thompson

         (ii)     Andy Linajs                     (ii)     Michael Mote

         (iii)    Thomas J. Sullivan              (iii)    Bradford Schultz

         (c) In any election of Managers, each Member shall vote its respective
Voting Interests in such manner as necessary to cause the election of the
Managers designated in accordance with the provisions of subsection (a) above.
There shall be no cumulative voting with respect to the election of Managers.

         8.3. General Powers of Managers. Except for powers expressly reserved
to the Members pursuant to this Agreement, the Managers shall oversee the
activities of the CEO in the management and control of the business and affairs
of the Company. The Managers shall possess all power, on behalf of the Company,
to do or authorize the Company or to direct the CEO of the Company, on behalf of
the Company, to do all things necessary or convenient to carry out the business
and affairs of the Company.

         8.4. Chairman of the Board of Managers.

         (a) There is hereby created the position of Chairman of the Board of
Managers. The Chairman shall be a member of the Board of Managers. Corn Products
shall designate the first Chairman of the Company. The Chairman shall preside at
all meetings of the Managers and shall have the additional voting rights
described in Section 8.12. The initial Chairman shall be Michael R. Pyatt.
Except as described in (b) below, the Chairman shall serve for a period of three
years from the date of election. So long as the CEO is Associated with one
Member, the Chairman, at the election of the other Member, shall be a person
designated by that other Member (or in the case of two or more other Members by
those Members).

         (b) In the event a CEO, as defined below, dies, resigns or is otherwise
terminated, his or her replacement shall be determined by majority vote of the
Managers. Upon the replacement of the CEO in the case of any death, resignation
or other termination of the CEO, the term of the then current Chairman shall
automatically expire. If the replacement CEO is Associated with one Member, the
replacement Chairman, at the election of the other Member, shall be a person
designated by that other Member (or in the case of two or more other Members by
those Members). If the replacement CEO is not Associated with either Member, the
replacement Chairman may be designated by that Member who did not designate or
have the right to designate the Chairman whose term has automatically expired
(or in the case of two or more other Members by that Member designated to make
such an appointment according to a rotation schedule established by the
Members). In the case the Chairman is absent from a meeting of the


                                       26
<PAGE>


Managers, the Member who had designated the then Chairman may designate a
Manager to serve as Chairman pro tem for purposes of that meeting only.

         8.5. Required Approvals of Managers. Without in any way limiting the
authority of the Managers, and without limiting the items requiring approval of
the Members listed in Article VII, the approval of the Managers shall be
required for each of the following actions:

         (a) the sale, lease, transfer or other disposition by the Company of
assets exceeding $50,000 in value, other than sales of products within the
Product Categories in the ordinary course of business;

         (b) the approval of the Company's annual operating and capital budget
and Business Plan;

         (c) the entry into any contract or agreement involving the payment or
receipt by the Company of more than $50,000, except for normal contracts for the
sale of products within the Product Categories entered into by the Company and
reasonably consistent with the approved Business Plan;

         (d) incurrence by the Company of any indebtedness for borrowed money;

         (e) creation, assumption or incurrence of any mortgage, pledge,
security interest or other encumbrance or charge of any kind on or with respect
to any of the assets or properties of the Company, other than materialmen's,
mechanics', carriers', workmen's, repairmen's or other like liens not then
delinquent or liens for taxes or assessments or other governmental charges or
levies so long as payment is not required and the validity thereof is being
contested in good faith;

         (f) loans or advances of funds by the Company to any other party, other
than normal travel and other expense allowances to employees;

         (g) any expenditure of funds or contract or commitment with respect
thereto that is not contemplated by an approved annual operating or capital
budget;

         (h) any capital expenditure in excess of $50,000 or any other capital
expenditure not contained within an approved annual capital budget, or any
contract or commitment with respect thereto;

         (i) donations or contributions to religious or charitable bodies in
excess of $5,000 or any political contributions;

         (j) any recognition of a collective bargaining unit or other labor
organization and any agreement between the Company and such collective
bargaining unit or labor organization;

         (k) any guarantee by the Company of any borrowing or other obligation
of any other Person;


                                       27
<PAGE>


         (l) any transaction with any Member or any Affiliate of any Member, or
any officer, director, employee or agent of any of the foregoing not
contemplated by this Agreement, any of the Ancillary Agreements or an approved
operating or capital budget; and

         (m) doing business in areas beyond those contemplated by this Agreement
and the Ancillary Agreements.

         8.6. Authority of Individual Managers. No individual Manager has the
authority or power to act for or on behalf of the Company, to do any acts that
would be binding on the Company, or to incur any expenditures on behalf of the
Company. No Manager shall be liable for the debts, obligations or liabilities of
the Company, including under a judgment, decree or order of the Court.

         8.7. Place of Meetings. Meetings of the Managers shall be held at the
Principal Office and at the Executive Offices of the Company on an alternating
basis, unless some other location is designated by the Managers. The Chairman
shall preside at all meetings of the Managers.

         8.8. Regular Meetings. The Managers shall meet at least quarterly. No
notice need be given to Managers of regular meetings for which the Managers have
previously designated a time and place for the meeting.

         8.9. Special Meetings. Special meetings of the Managers may be held at
any time upon the request of the Chairman or the CEO of the Company or of at
least three of the Managers. A Notification of any special meeting, containing
the time, place and purpose of such meeting, shall be sent to each Manager at
least two (or, in the case of meetings to consider Sales Forecasts, pricing
strategy or revenue targets, ten) days before the meeting. Notification of the
time, place and purpose of such meeting may be waived in Writing before or after
such meeting, and shall be equivalent to the giving of a Notification.
Attendance of a Manager at such meeting shall also constitute a waiver of
Notification thereof, except where such Manager attends for the express purpose
of objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened.

         8.10. Proxies. A Manager may grant another Manager his or her proxy to
vote at any duly called meeting of the Managers. Any such proxy shall be
executed in Writing by the Manager and shall be dated no more than 30 days prior
to the date of such meeting. Any such proxy shall be revocable.

         8.11. Quorum of and Action by Managers. The presence, in person or by
proxy, of four Managers shall constitute a quorum for the transaction of
business at any meeting of the Managers. Except as otherwise expressly set forth
in this Agreement, any action taken by the Managers hereunder shall require the
approval of at least four Managers, and any action so taken and approved shall
constitute the act of the Managers.

         8.12. Quorum of and Action by Managers with Respect to Special Items.
The presence, in person or by proxy, of four Managers (including at least two
Managers from each Member) shall constitute a quorum for the transaction of
business relating to Sales Forecasts, pricing strategy or revenue


                                       28
<PAGE>


targets for any given year. Except as otherwise set forth in this Agreement, any
action taken by the Managers with respect to Sales Forecasts, price strategy or
revenue targets for any given year shall require the approval of at least a
majority of the Managers present at such meeting in person or by proxy, and any
action so taken and approved shall constitute the act of the Managers. In the
event that a proposal is submitted to the Managers with respect to Sales
Forecasts, pricing strategy or revenue targets for any given year and a majority
of the Managers do not vote in favor of such proposal or against such proposal,
then the Chairman shall be entitled to cast a second, tie-breaking vote in favor
of or in opposition to such proposal in order to break the deadlock.

         8.13. Compensation. The Managers shall serve without compensation;
provided, however, that nothing contained herein shall preclude any Manager from
receiving compensation pursuant to any employment agreement with the Company for
services rendered to the Company. Managers shall be entitled to reimbursement
for their reasonable out-of-pocket expenses incurred in attending any meeting of
the Managers or otherwise carrying out the business of the Company.

         8.14. Resignation and Removal. Any Manager may resign at any time. Such
resignation shall be made in Writing and shall take effect at the time specified
therein, or if no time is specified, at the time of its receipt by the Company.
Any Manager designated by a particular Member pursuant to Section 8.2(a) may be
removed, either for or without cause, at the direction of such Member.

         8.15. Vacancies. Any vacancy occurring with respect to a Manager shall
be filled by the Member that originally designated the Manager whose
resignation, removal, withdrawal, retirement, or death gave rise to the vacant
position pursuant to the procedures set forth in Section 8.2.

         8.16. Action by Written Consent. Any action that may be taken at a
meeting of the Managers may be taken without a meeting if a consent in Writing,
setting forth the action to be taken, shall be signed by at least five Managers,
and such consent shall have the same force and effect as a vote of Managers at a
meeting duly called and held. No notice shall be required in connection with the
use of a written consent pursuant to this Section 8.16.

         8.17. Other Business. Subject to the provisions of Section 6.4, the
Managers may engage in or possess an interest in other business ventures
(unconnected with the Company) of every kind and description, independently or
with others, including specifically an ownership interest in a Member. Neither
the Company nor the Members shall have any rights in or to such independent
ventures of the Managers or the income or profits therefrom by virtue of this
Agreement.

         8.18. Standard of Care; Liability. Every Manager shall discharge his or
her duties as a Manager in good faith, with the care an ordinarily prudent
person in a like position would exercise under similar circumstances, and in a
manner he or she reasonably believes to be in the best interests of the Company.
A Manager shall not be liable for any monetary damages to the Company for any
breach of such duties except for receipt of a financial benefit to which the
Manager is not entitled; voting for or assenting to a distribution to Members in
violation of this Agreement or the Act; or, an act or omission not in good faith
or involving intentional misconduct or a knowing violation of the law.


                                       29
<PAGE>


         8.19. Appointment of Employees; Responsibilities.

         (a) Except as limited below, the CEO shall have the right to employ and
terminate all employees of the Company, subject to oversight by the Managers;
provided, however, that nothing contained herein shall limit any rights of such
employees under any employment agreement which such employees may have entered
into with the Company.

         (b) There is hereby created the position of President and Chief
Executive Officer of the Company ("CEO"). The Managers, by majority vote of all
Managers, shall have the right to employ and terminate the CEO. Subject to the
oversight and direction of the Managers, the CEO shall have full responsibility
for the day-to-day operations of the Company, its officers and other employees.
MCP shall designate the first CEO of the Company. The initial CEO shall be
Stanley L. Sitton.

         (c) The Company shall also initially have the following executive
officers: Executive Vice President Sales/Marketing and Finance Director. The
Executive Vice President Sales/Marketing shall oversee such sales and marketing
activities of the Company as shall be assigned by the CEO. The Finance Director
shall oversee such activities related to the maintenance of accurate books and
financial records covering the operations of the Company as shall be assigned by
the CEO. Corn Products shall designate the first Executive Vice President
Sales/Marketing and Finance Director of the Company. The initial Executive Vice
President Sales/Marketing shall be Joseph M. Techet, and the initial Finance
Director shall be Paul Bratley.

         (d) Subsequent Executive Vice Presidents Sales/Marketing and Finance
Directors shall be designated by the CEO; provided, however, if a replacement
Executive Vice President Sales/Marketing or the Finance Director is needed at a
time when the CEO is Associated with one of the Members, the Member with which
the CEO is not Associated shall be entitled to recommend a replacement to fill
that vacancy. The final selection of a recommended replacement Executive Vice
President Sales/Marketing or Finance Director, as the case may be, shall be made
by the CEO.

         (e) The Company shall have such additional officers, including a
Secretary, as shall be designated by the Managers.

         (f) The Company may have such employees as the CEO shall determine.

         8.20. Company Accountants. The Managers will annually appoint an
independent certified public accounting firm as the Company Accountants to audit
the books and records of the Company and to perform such other tasks as that
firm shall be assigned. The CEO shall recommend to the Managers an accounting
firm with sufficient experience and other capability to provide to both Members
such reports and certifications as they shall reasonably need in the conduct of
their independent businesses.


                                       30
<PAGE>


                                   ARTICLE IX

                          OWNERSHIP OF COMPANY PROPERTY

         Company Property shall be deemed to be owned by the Company as an
entity, and no Member or Manager, individually or collectively, shall have any
ownership interest in such Company Property or any portion thereof. Title to any
or all Company Property may be held in the name of the Company or one or more
nominees, as the Managers on recommendation from the CEO may determine. All
Company Property shall be recorded as the property of the Company on its books
and records, irrespective of the name in which legal title to such Company
Property is held.

                                   ARTICLE X

                        FISCAL MATTERS; BOOKS AND RECORDS

         10.1. Bank Accounts; Investments. Subject to the supervision of the
Managers, Capital Contributions, revenues and any other Company funds shall be
deposited by the Company in a bank account established in the name of the
Company, or shall be invested by the Company, in furtherance of the purposes of
the Company. No other funds shall be deposited into Company bank accounts or
commingled with Company investments. Funds deposited in the Company's bank
accounts may be withdrawn only to be invested in furtherance of the Company's
purposes, to pay Company debts or obligations or to be distributed to the
Members pursuant to this Agreement.

         10.2. Records Required by Act; Right of Inspection.

         (a) During the term of the Company's existence and for a period of
seven years thereafter unless otherwise provided in the Company's Written
document retention program, there shall be maintained all records required to be
kept pursuant to the Act, including, without limitation, a current list of the
names, addresses and Voting Interests held by each of the Members (including the
dates on which each of the Members became a Member), copies of federal, state
and local information or income tax returns for each of the Company's tax years,
copies of this Agreement and the Certificate of Formation, including all
amendments or restatements, and correct and complete books and records of
account of the Company. Prior to the destruction of any of these records the
custodian of the records shall notify the Members and afford them the option to
take custody, or in the event that more than one person seeks custody, to obtain
or pay the cost of continued maintenance of such records or copying the same.

         (b) On written request stating the purpose, a Member may examine and
copy in person, at any reasonable time, all records related to the Company, and
at the Member's expense, records required to be maintained under the Act and
such other information regarding the business, affairs and financial condition
of the Company. Upon written request by any Member made to the Company at the
address of the Company's Principal Office, the Company shall provide to the
Member without charge true copies of (i) this Agreement and the Certificate of
Formation and all amendments or restatements, and (ii) any of the tax returns of
the Company described above.


                                       31
<PAGE>


         10.3. Books and Records of Account. The Company shall maintain adequate
books and records of account that shall be maintained on the accrual method of
accounting consistent with generally accepted accounting principles and on a
basis consistent with appropriate provisions of the Code, containing, among
other entries, a Capital Account for each Member.

         10.4. Tax Returns and Information. The Members intend for the Company
to be treated as a partnership for tax purposes. The Company shall prepare or
cause there to be prepared all federal, state and local income and other tax
returns that the Company is required to file. Within 45 days after the end of
each calendar year, the Company shall send or deliver to each Person who was a
Member at any time during such year such tax information as shall be reasonably
necessary for the preparation by such Person of such Person's federal income tax
return and state income and other tax returns.

         10.5. Delivery of Financial Statements to Members. As to each month,
quarter and fiscal year of the Company, the Company shall send to each Member a
copy of (a) the balance sheet of the Company as of the end of such fiscal
period, (b) an income statement of the Company for such fiscal period, and (c) a
statement showing the revenues distributed by the Company to Members in respect
of such fiscal period. Quarterly financial statements shall be delivered no
later than four days following the end of the fiscal quarter to which the
statements apply, except that the unaudited financial statements relating to the
end of the fiscal year shall be delivered no later than eleven days following
the end of such fiscal year. Monthly financial statements shall be delivered no
later than four days following the end of the month to which the statements
apply. Until the Company's computer system is operational, the dates in this
Section 10.5 shall be as soon as practicable.

         10.6. Business Plan and Budgets. Each Member shall also have the right
to receive upon request copies of the annual operating and capital expenditure
budget of the Company for any fiscal year as well as a copy of the currently
approved Business Plans of the Company.

         10.7. Audits. The fiscal year-end financial statements to be delivered
pursuant to Section 10.5 shall be audited. The audit shall be performed by the
Company Accountant and shall commence within 30 days of the fiscal year-end.

         10.8. Fiscal Year. The Company's fiscal year shall end on December 31
of each calendar year. Each fiscal year shall consist of four quarters ending on
March 31, June 30, September 30 and December 31 of each fiscal year. Each such
quarter shall be referred to as a "fiscal quarter".

         10.9. Tax Elections. The Company shall make the following elections on
the appropriate tax returns:

         (a) to adopt the calendar year as the Company's fiscal year, if
permitted by the Code;

         (b) to adopt the accrual method of accounting, if permitted by the
Code, and to keep the Company's books and records;

         (c) if a distribution of Company property as described in Section 734
of the Code occurs or if a Transfer of any Membership Interest as described in
Section 743 of the Code


                                       32
<PAGE>


occurs, on written request of any Member, to elect, pursuant to Section 754 of
the Code, to adjust the basis of Company properties;

         (d) to elect to amortize the organizational expenses of the Company
ratably over a period of sixty (60) months as permitted by Section 709(b) of the
Code; and

         (e) any other election the Managers may deem appropriate and in the
best interests of the Members.

Neither the Company, the Managers nor any Member or Manager may make an election
for the Company to be excluded from the application of the provisions of
subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of
applicable state law.

         10.10. Tax Matters Member. The Managers shall designate one Member to
be the "tax matters partner" (the "Tax Matters Member") of the Company pursuant
to Section 6231(a)(7) of the Code. Such Member shall take such action as may be
necessary to cause each other Member to become a "notice partner" within the
meaning of Section 6223 of the Code. Such Member shall inform each other Member
of all significant matters that may come to its attention in its capacity as
"Tax Matters Member" by giving notice thereof on or before the fifth Business
Day after becoming aware thereof and, within that time, shall forward to each
other Member copies of all significant written communications it may receive in
that capacity. Such Member may not take any action contemplated by Sections 6222
through 6232 of the Code without the consent of all Members but this sentence
does not authorize such Member to take any action left to the determination of
an individual Member under Sections 6222 through 6232 of the Code. The initial
Tax Matters Member shall be Corn Products.

                                   ARTICLE XI

                          INDEMNIFICATION AND INSURANCE

         11.1. Indemnification and Advancement of Expenses.

         (a) The Company shall indemnify any Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company), by reason of the fact
that he, she or it is or was a Manager, Member or officer of the Company, or is
or was serving at the request of the Company as a director, officer, manager,
employee, representative or agent of another corporation, limited liability
company, general partnership, limited partnership, joint venture, trust,
business trust or other enterprise or entity, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him, her or it in connection with such action, suit or
proceeding if he, she or it acted in good faith and in a manner he, she or it
reasonably believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his, her or its conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that such Person did not act in good faith and in a
manner which he, she or it reasonably believed to


                                       33
<PAGE>


be in or not opposed to the best interests of the Company, and, with respect to
any criminal action or proceeding, had reasonable cause to believe that his, her
or its conduct was unlawful.

         (b) The Company shall indemnify any Person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Company to procure a judgment in its favor by
reason of the fact that he, she or it is or was a Manager, Member, or officer of
the Company, or is or was serving at the request of the Company as a director,
officer, manager, employee, representative or agent of another corporation,
limited liability company, general partnership, limited partnership, joint
venture, trust, business trust or other enterprise or entity, against expenses
(including attorneys' fees) actually and reasonably incurred by him, her or it
in connection with the defense or settlement of such action or suit if he, she
or it acted in good faith and in a manner he, she or it reasonably believed to
be in or not opposed to the best interests of the Company, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such Person shall have been adjudged to be liable to the Company unless
and only to the extent that a Delaware state court or the court in which such
action or suit was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses which
such court shall deem proper.

         (c) To the extent that a Manager, Member, or officer of the Company has
been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in paragraphs (a) and (b) of this Section 11.1, or in
defense of any claim, issue or matter therein, he, she or it shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him, her or it in connection therewith.

         (d) Any indemnification under paragraphs (a) and (b) of this Section
11.1 (unless ordered by a court of competent jurisdiction) shall be made by the
Company only as authorized in the specific case upon a determination that
indemnification of such Persons is proper in the circumstances because he, she
or it has met the applicable standard of conduct set forth in paragraphs (a) and
(b) of this Section 11.1. Such determination shall be made (i) by the Managers
by a majority vote of all Managers who were not parties to such action, suit or
proceeding (even if such Managers constitute less than a quorum of Managers),
(ii) if a quorum of disinterested Managers so directs, by independent legal
counsel in a written opinion or (iii) by the Members.

         (e) Expenses (including attorneys' fees) incurred by a Manager or
Member in defending any civil, criminal, administrative or investigative action,
suit or proceeding shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such Manager or Member to repay such amount if it shall
ultimately be determined that he, she or it is not entitled to be indemnified by
the Company pursuant to this Section 11.1. Such expenses (including attorneys'
fees) incurred by other officers, employee, representative or agent shall be so
paid upon such terms and conditions, if any, as the Managers deem appropriate.

         (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 11.1 shall not be deemed exclusive of any
other rights to which those seeking indemnification or advancement of expenses
may be entitled under any by-law,


                                       34
<PAGE>


agreement, vote of Members or disinterested Managers or otherwise, both as to
action in an official capacity and as to action in another capacity while
holding such office.

         (g) For purposes of this Section 11.1, any reference to the "Company"
shall include, in addition to the resulting or surviving entity, any constituent
entity (including any constituent of a constituent) absorbed in a consolidation
or merger which, if its separate existence had continued, would have had power
and authority to indemnify its directors, officers, managers or members, so that
any Person who is or was a director, officer, manager or member of such
constituent entity, or is or was serving at the request of such constituent
entity as a director, officer, manager or member of another corporation, limited
liability company, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Section 11.1 with
respect to the resulting or surviving entity as he or she would have with
respect to such constituent entity if its separate existence had continued.

         (h) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Section 11.1 shall continue as to a Person who has
ceased to be a Manager, Member or officer and shall inure to the benefit of the
heirs, executors and administrators of such Person.

         (i) Notwithstanding anything in this Article to the contrary, the
Company will not have the obligation of indemnifying any Person with respect to
proceedings, claims or actions initiated or brought voluntarily by such Person
and not by way of defense. In addition, nothing in this Article XI shall relieve
a Member of its obligations under Section 3.F of the Supply Agreement related to
the failure by a Member to meet its Sales Commitments or otherwise limit or
offset such obligations.

         11.2. Insurance. The Company shall purchase and maintain insurance or
another arrangement on behalf of any Person who is or was a Manager, Member,
officer, employee, agent or other Person identified in Section 11.1 against any
liability asserted against such Person or incurred by such Person in such a
capacity or arising out of the status of such a Person, whether or not the
Company would have the power to indemnify such Person against that liability
under Section 11.1 or otherwise.

         11.3. Limit on Liability of Members. The indemnification set forth in
this Article XI shall in no event cause the Members to incur any personal
liability beyond their total Capital Contributions, nor shall it result in any
liability of the Members to any third party.

         11.4. Tax-Related Indemnification Obligations.

         (a) A Member (the "Indemnifying Member") shall indemnify and hold
harmless the other Member (the "Indemnified Member"), on an after-tax basis,
from and against:

                  (i) With respect to any Tax imposed on the Company, the amount
         of resulting loss or deduction allocated to the Indemnified Member's
         Capital Account in excess of the resulting loss or deduction that would
         have been allocated to the Indemnified Member's Capital Account if the
         allocation between Capital Accounts had taken into account the Tax
         Offset Amount provided by each Member with respect to such Tax; and


                                       35
<PAGE>


                  (ii) Taxes imposed on the Company, or income or gain (or a
         reduction of a loss or deduction) allocated to the Indemnified Member's
         Capital Account in excess of (or less than) the amount of Taxes that
         would have been imposed on the Company, or the amount of income or gain
         (or loss or deduction) that would have been allocated to the
         Indemnified Member's Capital Account, as the case may be, in each case
         that is the result of an action taken by an Indemnifying Member
         unrelated to the performance of its rights and obligations under this
         Agreement or any Ancillary Agreements.

         (b) Any indemnity obligation arising under Section 11.4(a) shall be
satisfied, if practical under the circumstances, by adjusting the manner in
which income, gain, loss, deduction and credit are allocated under Article V, or
otherwise in any reasonable manner selected by the Indemnified Member.

         (c) Unless clearly indicated otherwise by the circumstances surrounding
the event giving rise to the indemnity obligation under Section 11.4(a),
indemnity obligations shall be made on a year-by-year (or shorter periodic)
basis with any necessary offsetting adjustments made in subsequent years or
periods.

         (d) In the event that either Member shall make a claim for
indemnification under Section 11.4(a), the Members agree to meet and confer to
determine whether such compensation is due and the amount and method of
providing such indemnification. If no agreement is reached by the Members, the
Members agree to submit the matter to binding arbitration before a knowledgeable
expert in the field. If the Members fail to agree on such an expert within 15
days, the arbitrator shall be selected by the Minneapolis office of the AAA from
a list of candidates consisting of three individuals submitted by each Member.
The arbitrator shall select the location of the arbitration. Costs of the
arbitration shall be borne equally by the Members involved in the matter, except
that each Member shall be responsible for its own expenses.

                                  ARTICLE XII

                           DISSOLUTION AND WINDING UP

         12.1. Events Causing Dissolution. The Company shall be dissolved if any
of the following events shall occur:

         (a) The Written consent of all Members at any time to dissolve and wind
up the affairs of the Company, which consent may include a Plan of Dissolution;

         (b) The Bankruptcy or dissolution of a Member;

         (c) The occurrence of a Change in Control with respect to a Member
involving a Designated Person (the Member which is the subject of the Change in
Control being the "Affected Member" and the Member which is not the subject of
the Change in Control being the "Non-Affected Member"), if no later than 90 days
after the receipt by the Non-Affected Member of a Written Notice of such Change
in Control from the Affected Member (which notice must be given not more than 10
days after the effective date of such Change in Control) the Non-Affected


                                       36
<PAGE>


Member provides a Written notice to the Affected Member of the Non-Affected
Member's intention to cause the dissolution of the Company pursuant to this
clause (c);

         (d) A Dissolution Notice shall have been given by any Member to the
Company and to all other Members; or

         (e) The occurrence of any other event that causes the dissolution of a
limited liability company under the Act.

         12.2. Effective Date of Dissolution.

         (a) In the event of a dissolution of the Company pursuant to Section
12.1(a), such dissolution shall be effective as of the time agreed to by the
Members.

         (b) In the event of a dissolution of the Company pursuant to Section
12.1(b), such dissolution shall be effective as of the end of the calendar year
in which the applicable Bankruptcy or dissolution becomes effective or such
earlier date as may be designated by the Member not subject to such Bankruptcy
or dissolution.

         (c) In the event of a dissolution of the Company pursuant to Section
12.1(c), such dissolution shall be effective as of the end of the calendar year
in which the Written notice of the Non-Affected Member's intention to cause such
dissolution is given.

         (d) In the event of a dissolution of the Company pursuant to Section
12.1(d), such dissolution shall be effective as of the end of the calendar year
in which the Dissolution Notice is given if such Dissolution Notice is given on
or prior to August 31 of such calendar year. If such Dissolution Notice is given
after August 31 in any calendar year, such dissolution shall be effective as of
the end of the next succeeding calendar year. Notwithstanding the foregoing, no
dissolution pursuant to Section 12.1(d) shall be effective prior to December 31,
2002.

         (e) In the event of a dissolution of the Company pursuant to Section
12.1(e), such dissolution shall be effective as of the earlier of the date of
dissolution required by the Act or the end of the calendar year in which the
event causing such dissolution occurs.

         12.3. Certain Termination Fees. In the event of any dissolution of the
Company pursuant to Section 12.1(d) above, the following shall apply:

         (a) Except as provided in (b) and (c) below, the Member giving the
Dissolution Notice pursuant to Section 12.1(d) shall pay to the other Member a
Termination Fee upon the effective date of the dissolution computed as follows:

                  (i) $1,000,000; plus

                  (ii) $10,000,000, if such dissolution is effective on December
         31, 2002;

                  (iii) $5,000,000, if such dissolution is effective on December
         31, 2003; or


                                       37
<PAGE>


                  (iv) $2,500,000, if such dissolution is effective after
         December 31, 2003.

         (b) Notwithstanding paragraph (a) above, in the event of a Change in
Control (not involving a Designated Person), the amount of the Termination Fee
payable under Section 12.2(a) above by the Non-Affected Member as a result of a
dissolution pursuant to Section 12.1(d) shall thereafter be automatically
reduced to the amount calculated under clauses (i) and (iv) of Section 12.2(a)
above.

         (c) Notwithstanding paragraph (a) above, in the event that a Member
receiving the Dissolution Notice is in Default, the Non-Defaulting Member giving
a Dissolution Notice shall not be required to make any of the payments described
in Section 12.2(a) above. In such event, the Defaulting Member receiving such
Dissolution Notice shall be required to pay the sum of $1,000,000 to the
Non-Defaulting Member giving such Dissolution Notice as liquidated damages for
the Non-Defaulting Member's start-up costs for the Company. Such payment shall
be in addition to any other damages such Non-Defaulting Member may have suffered
as a result of such Default.

         12.4. Operation Prior to Effective Date of Dissolution. If the Company
is subject to dissolution pursuant to Section 12.1, the Company shall continue
to operate its business up to the time of the effective date of such
dissolution, giving due regard to the fact that the business of the Company will
be wound up thereafter. In furtherance of the foregoing, (i) the Company shall
complete the performance of any uncompleted customer commitments through the
effective date of dissolution, (ii) the Members shall be relieved of their
obligations under Section 6.6 to the extent necessary to permit the Members to
conduct independent operations after the effective date of dissolution, (iii)
the Members shall identify the employees of the Company not required to operate
the Company during the period prior to the effective date of dissolution and the
Company shall terminate such employees as appropriate, and (iv) the Company
shall take such other reasonable actions as are necessary to prepare for the
operation of the Company's business by the Members independently after the
effective date of dissolution.

         12.5. Winding Up. After the effective date of any such dissolution
pursuant to Section 12.1, any unresolved Company business or affairs shall be
wound up pursuant to a Plan of Dissolution adopted by the Members. If the
Members are unable to agree upon a Plan of Dissolution, the following provisions
shall automatically apply:

         (a) The winding up of the Company's affairs shall be supervised by a
liquidator (the "Liquidator"). The Liquidator shall be the Managers or, if the
Members prefer, a liquidator or liquidating committee selected by Members
holding Voting Interests of at least 51% in the aggregate.

         (b) The Liquidator shall undertake to allocate, assign and complete any
remaining executory but uncompleted customer commitments and contracts of the
Company in a manner, which will give due consideration to the best interests of
each Member, which shall include but not be limited to allocating among the
Members any remaining sales commitments to customers in proportion to the
Members' respective Base Year Volumes or Modified Base Year Volumes, as the case
may be, to the extent practicable. Each Member shall be entitled to all
payments,


                                       38
<PAGE>


revenues and profits from the contracts assigned to the Member, provided that
the Member shall bear all costs associated with completing those contracts.

         (c) The Liquidator shall provide both Members with access to and the
right to use in their ongoing business operations all sales, customer, pricing
and other information developed or maintained by the Company other than such
information relating to Optional Products of the other Member or arising in
connection with services provided by the Company exclusively to the other
Member. Both Members shall have the right but not the obligation to make offers
of employment and to hire any personnel employed by the Company. For a period of
18 months either Member shall have full access to personnel hired by another
Member and such employee shall be directed to make available all information in
his or her possession related to the Company other than such information
relating to Optional Products of the other Member or arising in connection with
services provided by the Company exclusively to the other Member.

         (d) Each Member shall have the right to utilize all rail, transfer,
distribution facility contracts owned and held in the name of the Company
(except such contracts and facilities owned or held in the name of a Member) in
proportion to the agreed upon allocation of customer contracts and shall,
subject to any restriction in such agreements or contracts, have the further
right to the direct assignment of such portion of those contracts or facility
rights from the Company to the Member. Neither Member shall have any obligation
to pay the cost of any such contracts or facility charges utilized by the other
Member, except only to the extent that the assets of the Company must be used to
pay or resolve the obligations of the Company to third parties supplying such
contracts or facilities.

         (e) The Members shall have equal rights to the use of the name of the
Company for a period of one year following the termination of the Company for
purposes of utilizing that name in the transition of their sales, marketing and
distribution activities from the Company to the individual Member. Thereafter
both Members shall cease and desist from the use of such name in their sales,
marketing and distribution efforts; provided that the foregoing shall not
restrict the right of any Member to use any trademark, trade name or other mark
or symbol owned by such Member and licensed for use by the Company. Nothing
herein shall grant to one Member any rights to use trade names, trade marks or
other protected marks and symbols of the other Member, except as specifically
allowed by an agreement between the Members.

         (f) Both Members shall refrain from the disparagement of the other
Member, its business, personnel, products or performance following termination.
Absent the finding by a court of competent jurisdiction that a Member engaged in
illegal acts, fraud or breaches of contract, which finding may be utilized in
whole and not in part and only to the extent they are the part of a publicly
available court judgment or decree, the Members shall limit their statements to
the effect that the Company and its business was terminated under "terms
previously agreed to by the Members" unless some further or different statement
is agreed to by all Members.

         (g) Customer lists and files shall be equally available and may be
copied and used by all Members. Each Member shall bear the cost of any such
copying. Any request for such information in the hands of the other Member or
the Company shall be supplied in not less than two business days.


                                       39
<PAGE>


         (h) In the event that more than one Member wishes to assume any
specific facility or equipment or other asset of the Company, the Members shall
each submit a one-time sealed bid therefor and the applicable asset shall be
sold to the highest bidder.

         (i) No later than the effective date of dissolution, each Member shall
receive back from the Company (i) any rights of the Company to the exclusive
right to market the Designated Products produced by the Member or its Affiliates
within the United States, and sold in North America, and (ii) any rights of the
Company to use railcars and related bulk storage facilities owned or held by
such Member and its Affiliates.

         (j) All inventories, accounts receivable and other assets and any
proceeds thereof of the Company shall be used during the period prior to the
effective date of the dissolution and thereafter to satisfy the obligations of
the Company. Any remaining assets shall be distributed to the Members. Inventory
may be sold either to the customers of the Company or to the Members provided
that the sale shall maximize the revenues to the Company.

         (k) Subject to the provisions of (a) through (j) above, the Liquidator
shall have full right, in the name of and for and on behalf of the Company to:

                  (i) Prosecute and defend civil, criminal or administrative
         suits;

                  (ii) Collect Company assets, including obligations owed to the
         Company;

                  (iii) Settle and close the Company's business;

                  (iv) Dispose of and convey all other Company Property for
         cash, and in connection therewith to determine the time, manner and
         terms of any sale or sales of Company Property, having due regard for
         the activity and condition of the relevant market and general financial
         and economic conditions;

                  (v) Pay all reasonable selling costs and other expenses
         incurred in connection with the winding up out of the proceeds of the
         disposition of Company Property;

                  (vi) Discharge the Company's known liabilities and, if
         necessary, to set up, for a period not to exceed five years after the
         date of dissolution, such cash reserves as the Liquidator may deem
         reasonably necessary for any contingent or unforeseen liabilities or
         obligations of the Company;

                  (vii) Distribute any remaining proceeds from the sale of
         Company Property to the Members;

                  (viii) Prepare, execute, acknowledge and file articles of
         dissolution under the Act and any other certificates, tax returns or
         instruments necessary or advisable under any applicable law to effect
         the winding up and termination of the Company; and


                                       40
<PAGE>


                  (ix) Exercise, without further authorization or consent of any
         of the parties hereto, all of the powers conferred upon the Managers
         under the terms of this Agreement to the extent necessary or desirable
         in the good faith judgment of the Liquidator to perform its duties and
         functions. The Liquidator (if not a Manager) shall not be liable as a
         Manager to the Members and shall, while acting in such capacity on
         behalf of the Company, be entitled to the indemnification rights set
         forth in the Certificate of Formation and in Article XI.

         12.6. Compensation of Liquidator. The Liquidator appointed as provided
herein shall be entitled to receive such reasonable compensation for its
services as shall be agreed upon by the Liquidator and Members holding Voting
Interests of at least 51%.

         12.7. Distribution of Company Property and Proceeds of Sale Thereof.

         (a) Subject to the provisions of Section 12.6, upon completion of all
desired sales of Company Property, and after payment of all selling costs and
expenses, the Liquidator shall distribute the proceeds of such sales, and any
Company Property that is to be distributed in kind, to the following groups in
the following order of priority:

                  (i) to satisfy Company liabilities to creditors, including
         Members and Managers who are creditors, to the extent otherwise
         permitted by law (other than for past due Company distributions),
         whether by payment or establishment of reserves;

                  (ii) to satisfy Company obligations to Members and former
         Members to pay past due Company distributions;

                  (iii) to the Members, in accordance with and to the extent of
         their respective Excess Amounts; and

                  (iv) to the Members, in accordance with the positive balances
         in their respective Capital Accounts determined after allocating all
         items for all periods prior to and including the date of distribution,
         including items relating to sales and distributions pursuant to this
         Article XII.

All distributions required under this Section 12.7 shall be made to the Members
as soon as practicable but no later than the end of the taxable year in which
the termination occurs or, if later, within 90 days after the date of such
termination.

         (b) The claims of each priority group specified above shall be
satisfied in full before satisfying any claims of a lower priority group. If the
assets available for disposition are insufficient to dispose of all of the
claims of a priority group, the available assets shall be distributed in
proportion to the amounts owed to each creditor or the respective Capital
Account balances of each Member in such group.

         12.8. Final Audit. Within a reasonable time following the completion of
the liquidation, the Liquidator shall supply to each of the Members a statement
that shall set forth the


                                       41
<PAGE>


assets and the liabilities of the Company as of the date of complete liquidation
and each Member's pro rata portion of distributions pursuant to Section 12.5.

         12.9. Deficit Capital Accounts. Notwithstanding anything to the
contrary contained in this Agreement, and notwithstanding any custom or rule of
law to the contrary, to the extent that the deficit, if any, in the Capital
Account of any Member results from or is attributable to deductions and losses
of the Company (including non-cash items such as depreciation), or distributions
of money pursuant to this Agreement, upon dissolution of the Company such
deficit shall not be an asset of the Company and such Members shall not be
obligated to contribute such amount to the Company to bring the balance of such
Member's Capital Account to zero. The Members acknowledge that the losses and
costs related to a Member's failure to meet Sales Commitments as provided in
Section 5.B of the Supply Agreement are not losses of the Company for purposes
of this Section 12.9.

                                  ARTICLE XIII

                               DISPUTE RESOLUTION

         13.1. Negotiation of Disputes. Except as otherwise specifically
provided in any Ancillary Agreement, the procedures for discussion, negotiation
and mediation set forth in this Article XIII shall apply to all disputes,
controversies or claims of whatever nature and description that may arise out of
or relate to this Agreement, any Ancillary Agreement or the conduct of the
business of the Company (a "Dispute"). The Members agree to use commercially
reasonable efforts to resolve expeditiously any Dispute that may arise from time
to time on a mutually acceptable negotiated basis. In furtherance of the
foregoing, either Member may request in Writing an in-person meeting involving
representatives of the Members at a senior level of management of the Members. A
copy of this Written request shall be given to the General Counsel, or like
officer or official, of each Member involved in the Dispute. Any agenda,
location or procedures for such discussions or negotiations between the Members
may be established by the Members from time to time; provided, however, that the
Members shall use commercially reasonable efforts to meet within 30 days of the
Written request.

         13.2. Agreement to Mediate. If either Member declares an impasse in
attempts to negotiate a settlement of the Dispute, a Member may give or send a
Written request for mediation to the other Member(s). Any opinion expressed by
the mediator shall be strictly advisory and shall not be binding on the Members,
nor shall any statements or submissions by a Member or opinion expressed by the
mediator be admissible in any later proceeding. The mediator shall be a single
knowledgeable individual with not less than five years experience in the
agri-processing or chemical manufacturing business that is not Associated with
either Member. The Members shall both propose names of qualified mediators. If
the Members are unable to agree upon a mediator, the Minneapolis office of the
AAA shall select a mediator from a list of candidates consisting of three
individuals submitted by each Member. The mediator shall select the location of
the mediation. Costs of the mediation shall be borne equally by the Members
involved in the matter, except that each Member shall be responsible for its own
expenses.


                                       42
<PAGE>


         13.3. Commencement of Litigation. If after 45 days following the
commencement of mediation no final resolution of the Dispute is achieved, either
Member may cease mediation and commence litigation to resolve the Dispute. All
Members on their own behalf and on behalf of their Affiliates agree and consent
that any claim arising from or related to any Dispute shall be brought
exclusively in the state or federal court located in Minneapolis, Minnesota, and
the Members hereto hereby irrevocably submit to the exclusive jurisdiction of
such courts in any such action or proceeding and irrevocably waive the defenses
of a lack of personal or subject matter jurisdiction or of an inconvenient forum
to the maintenance of any such action.

         13.4. Continuity of Service and Performance. Unless otherwise agreed in
writing, the parties will continue to provide service and honor all other
commitments under this Agreement and each Ancillary Agreement during the course
of dispute resolution pursuant to the provisions of this Article XIII with
respect to all matters not subject to such dispute, controversy or claim.

                                  ARTICLE XIV

                            MISCELLANEOUS PROVISIONS

         14.1. Conference Telephone Meetings. Meetings of the Members or the
Managers may be held by means of conference telephone or communications
equipment so long as all persons participating in the meeting can hear each
other. Participation in a meeting pursuant to this Section 14.1 shall constitute
presence in person at such meeting, except where a person participates in the
meeting for the express purpose of objecting to the transaction of any business
thereat on the ground that the meeting is not lawfully called or convened.

         14.2. Electronic Meetings. Meetings of the Members or the Managers may
be held by Internet discussions or electronic transmissions so long as all
Members or Managers participate. Participation in a meeting pursuant to this
Section 14.2 shall constitute presence in person at such meeting, except where a
person participates in the meeting for the express purpose of objecting to the
transaction of any business thereat on the ground that the meeting is not
lawfully called or convened.

         14.3. Counterparts. This Agreement may be executed in several
counterparts, each of which will be deemed an original but all of which will
constitute one and the same.

         14.4. Entire Agreement. This Agreement and the Ancillary Agreements
constitute the entire agreement between the Members and contain all of the
agreements between such Members with respect to the subject matter hereof. This
Agreement and the Ancillary Agreements supersede any and all other agreements,
either oral or written, between such Members with respect to the subject matter
hereof.

         14.5. Partial Invalidity. Wherever possible, each provision hereof
shall be interpreted in such manner as to be effective and valid under
applicable law, but in case any one or more of the provisions contained herein
shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such provision shall be ineffective to the extent, but only to the
extent, of such invalidity, illegality or unenforceability without invalidating
the remainder of


                                       43
<PAGE>


such invalid, illegal or unenforceable provision or provisions or any other
provisions hereof, unless such a construction would be unreasonable.

         14.6. Amendment. Except as expressly provided herein, this Agreement
may be amended only by a Written agreement executed by all Members. No such
amendment shall require any action or approval by the Managers.

         14.7. Binding Effect. Subject to the provisions of this Agreement
relating to transferability, this Agreement will be binding upon and shall inure
to the benefit of the Members, and their respective distributees, heirs,
successors and assigns.

         14.8. Offset. Whenever the Company is to pay any sum to any Member, any
amounts that Member owes the Company may be deducted from that sum before
payment.

         14.9. Effect of Waiver or Consent. A waiver or consent, express or
implied, to or of any breach or default by any Person in the performance by that
Person of its obligations with respect to the Company is not a consent or waiver
to or of any other breach or default in the performance by that Person of the
same or any other obligations of that Person with respect to the Company.
Failure on the part of a Person to complain of any act of any Person or to
declare any Person in default with respect to the Company, irrespective of how
long that failure continues, does not constitute a waiver by that Person of its
rights with respect to that default until the applicable statute-of-limitations
period has run.

         14.10. Further Assurances. In connection with this Agreement and the
transactions contemplated hereby, each Member shall execute and deliver any
additional documents and instruments and perform any additional acts that may be
necessary or appropriate to effectuate and perform the provisions of this
Agreement and such transactions.

         14.11. Governing Law. This Agreement shall be governed by and construed
in accordance with the local, internal laws of the State of Delaware. In
particular, this Agreement is intended to comply with the requirements of the
Act and the Certificate of Formation. In the event of a direct conflict between
the provisions of this Agreement and the mandatory provisions of the Act or any
provision of the Certificate of Formation, the Act and the Certificate of
Formation, in that order of priority, will control.


                                       44
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the dates set below their names, to be effective on the date first above
written.

                                             CORNPRODUCTSMCP SWEETENERS LLC


                                             By:
                                                    ----------------------------
                                             Its:
                                                    ----------------------------
                                             Dated:
                                                    ----------------------------


MEMBERS:


CORN PRODUCTS
INTERNATIONAL, INC.                          MINNESOTA CORN PROCESSORS, LLC


By:                                          By:
       ----------------------------                 ----------------------------
Its:                                         Its:
       ----------------------------                 ----------------------------
Dated:                                       Dated:
       ----------------------------                 ----------------------------


                                       45
<PAGE>


                                   SCHEDULE I


                                MEMBER INTERESTS

                        MEMBERS AND CAPITAL CONTRIBUTIONS


                                                   CAPITAL            VOTING
MEMBER                                          CONTRIBUTION         INTEREST


NAME:     CORN PRODUCTS INTERNATIONAL, INC.
ADDRESS:  6500 SOUTH ARCHER AVENUE
          BEDFORD PARK, IL 60501-1933             $500,000              50%




NAME:     MINNESOTA CORN PROCESSORS, LLC
ADDRESS:  901 NORTH HIGHWAY 59
          MARSHALL, MN 56528-2744                 $500,000              50%

<PAGE>


                                   SCHEDULE II


                              ANCILLARY AGREEMENTS


1.   Supply Agreement by and among CornProductsMCP Sweeteners LLC, Corn Products
     International, Inc. and Minnesota Corn Processors, LLC.

2.   Trademark License Agreement by and between Corn Products International,
     Inc. and CornProductsMCP Sweeteners LLC.

3.   Trademark License Agreement by and between Minnesota Corn Processors, LLC
     and CornProductsMCP Sweeteners LLC.

4.   Employee/Services Leasing Agreement by and between Corn Products
     International, Inc. and CornProductsMCP Sweeteners LLC.

5.   Employee/Services Leasing Agreement by and between Minnesota Corn
     Processors, LLC and CornProductsMCP Sweeteners LLC.

6.   Shared Services Agreement by and among CornProductsMCP Sweeteners LLC, Corn
     Products International, Inc. and Minnesota Corn Processors, LLC.

7.   Commission Sales Agreement by and among CornProductsMCP Sweeteners LLC,
     Corn Products International, Inc. and Minnesota Corn Processors, LLC.

<PAGE>


                                  SCHEDULE III


                               DESIGNATED PRODUCTS


I        CORN PRODUCTS' DESIGNATED PRODUCTS

<TABLE>
<CAPTION>
            =======================================================================================================
            PROPOSED PRODUCT                   CURRENT PRODUCT                        CURRENT
            NAME                               NAME                                   PIN          PLANT
            =======================================================================================================
<S>         <C>                                <C>                                    <C>          <C>
DESIGNATED  BULK LIQUID BLENDS
PRODUCT
PRODUCT     BULK LIQUID BLENDS
CATEGORY
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Casco Corn Syrup                       028800       Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028160       London
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028700       Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028100       Argo
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             029110       London
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028110       Cardinal,
                                                                                                   London
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028120       Argo
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028400       Argo
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028460       Argo,
                                                                                                   Stockton
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028470       Argo
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028410       Argo
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028130       Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028140       Argo
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028420       Argo,
                                                                                                   Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028450       Argo
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028480       Argo,
                                                                                                   Stockton
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             029100       London
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028600       Argo,
                                                                                                   Stockton
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028440       Argo
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028490       Argo,
                                                                                                   Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028150       Argo
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028620       Stockton
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028430       Argo,
                                                                                                   Cardinal,
                                                                                                   London
            -------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


<TABLE>
<S>         <C>                                <C>                                    <C>          <C>
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028610       Argo
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028190       London
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                   Invertose/Corn Syrup Blend             028630       Stockton
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 40                              291100       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 45                              291200       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 48                              291000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 57                              292100       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 59                              292200       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 60                              293000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 61                              293100       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 62                              293200       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 63                              293300       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 64                              293400       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 65                              293500       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 66                              293600       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 77                              294000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 87                              295100       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 90                              296000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 93                              296100       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 94                              296200       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Frudex 95                              296300       Arancia
            -------------------------------------------------------------------------------------------------------

            -------------------------------------------------------------------------------------------------------
DESIGNATED  BULK LIQUID CORN SYRUPS
PRODUCT
            -------------------------------------------------------------------------------------------------------

            -------------------------------------------------------------------------------------------------------
PRODUCT     LOW DE CORN SYRUPS
CATEGORY
            -------------------------------------------------------------------------------------------------------
            CPMCP 28/79 IX glucose             Enzose LDE Glucose                     014200       Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP 36/80 IX glucose             Enzose LDE Glucose                     014300       Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP 36/80 IX glucose             Globe Corn Syrup                       010420       Argo
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 45 Globe 2240                  224000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 44 Globe 2520                  252000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 45 Globe 2530                  253000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 45 Globe 2531                  253100       Arancia
            -------------------------------------------------------------------------------------------------------

            -------------------------------------------------------------------------------------------------------

            -------------------------------------------------------------------------------------------------------
PRODUCT     REGULAR DE CORN SYRUPS
CATEGORY
            -------------------------------------------------------------------------------------------------------
            CPMCP 43/80 glucose                Casco 42DE Glucose                     011410       London
            -------------------------------------------------------------------------------------------------------
            CPMCP 43/80 HS glucose             Casco 42DE Glucose                     011430       London
            -------------------------------------------------------------------------------------------------------
            CPMCP 43/80 IX glucose             Casco 42DE Glucose                     011440       London
            -------------------------------------------------------------------------------------------------------
            CPMCP 43/80 IX glucose             Enzose 42DE Glucose                    014400       Cardinal
            -------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


<TABLE>
<S>         <C>                                <C>                                    <C>          <C>
            CPMCP 42/82 IX glucose             Enzose Glucose                         014600       Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP 42/84 IX glucose             Enzose Glucose                         014700       Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP 43/80 IX glucose             Globe Corn Syrup                       011420       Argo
            -------------------------------------------------------------------------------------------------------
            CPMCP 45/80 HM glucose             Enzose HM Glucose                      014420       Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP 45/80 HM glucose             Enzose HM Glucose                      014530       Cardinal
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 43 Globe 2110                  211000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 43 Globe 2120                  212000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 43 Globe 2122                  212200       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 43 Globe 2123 P/M              212300       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 43 Globe 2130                  213000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 43 Globe 2511                  251100       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 43 Globe 2512                  251200       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 44 Globe 2230                  223000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 44 Globe 2231                  223100       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 44 Globe 2521                  252100       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 44 Globe 2522                  252200       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 44 Globe 2523                  252300       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 44 Globe 2524                  252400       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 44 Globe 2525                  252500       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 45 Globe 2330                  233000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 45 Globe 2533                  253300       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 45 Globe 2250                  225000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 45 Globe 2510                  251000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 63 Globe 2540                  254000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa Alta Maltosa 2410              241000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa Alta Maltosa 2420              242000       Arancia
            -------------------------------------------------------------------------------------------------------

            -------------------------------------------------------------------------------------------------------
PRODUCT     HIGH DE CORN SYRUP
CATEGORY
            -------------------------------------------------------------------------------------------------------
            CPMCP 62/82 glucose                Casco 62DE Glucose                     016510       London
            -------------------------------------------------------------------------------------------------------
            CPMCP 62/82 IX glucose             Casco 62DE Glucose                     016540       London
            -------------------------------------------------------------------------------------------------------
            CPMCP 62/82 glucose                Enzose 62DE Glucose                    016500       Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP 63/84 IX glucose             Enzose 62DE Glucose                    016700       Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP 63/82 IX glucose             Globe Corn Syrup                       016520       Argo
            -------------------------------------------------------------------------------------------------------
            CPMCP 63/84 IX glucose             Globe Corn Syrup                       016720       Argo
            -------------------------------------------------------------------------------------------------------
            CPMCP 63/84 IX glucose             Globe Corn Syrup                       016730       Argo
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 44 Globe 2610                  261000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 70 Globe 2615                  261500       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Glucosa 44 Globe 2620                  262000       Arancia
            -------------------------------------------------------------------------------------------------------

            -------------------------------------------------------------------------------------------------------
PRODUCT     HIGH MALTOSE CORN SYRUP
CATEGORY
            -------------------------------------------------------------------------------------------------------
            CPMCP 53/82 IX glucose             Enzose 55DE Glucose                    015500       Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP 50/81 HM glucose             Enzose Brewer's Glucose                015510       Cardinal
            -------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


<TABLE>
<S>         <C>                                <C>                                    <C>          <C>
            CPMCP 47/81 HM glucose             Enzose Brewer's Glucose                015520       Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP 53/81 HM glucose             Enzose HM Glucose                      015530       Cardinal
            -------------------------------------------------------------------------------------------------------

            -------------------------------------------------------------------------------------------------------
PRODUCT     ULTRA HIGH MALTOSE CORN
CATEGORY    SYRUP
            -------------------------------------------------------------------------------------------------------
            CPMCP 53/81 UHM glucose            Enzose HM Glucose                      015540       Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP 53/81 UHM glucose            Enzose HM Glucose                      015550       Cardinal
            -------------------------------------------------------------------------------------------------------

            -------------------------------------------------------------------------------------------------------
DESIGNATED  BULK LIQUID HIGH FRUCTOSE
PRODUCT     CORN SYRUP
            -------------------------------------------------------------------------------------------------------

            -------------------------------------------------------------------------------------------------------
PRODUCT     HFCS 42
CATEGORY
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS 42                      Invertose HFCS                         026430       All CPO
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS 42 - high solids        Invertose HFCS                         026480       London, Pt
                                                                                                   Colburne
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS 42                      Alta Fructosa 42                       311000       Arancia
            -------------------------------------------------------------------------------------------------------

PRODUCT     HFCS 55
CATEGORY
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS 55                      Invertose HFCS                         026550       All CPO
                                                                                                   except
                                                                                                   Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP HFCS 55                      Alta Fructosa 55                       321000       Arancia
            -------------------------------------------------------------------------------------------------------

            -------------------------------------------------------------------------------------------------------
DESIGNATED  BULK LIQUID DEXTROSE
PRODUCT
            -------------------------------------------------------------------------------------------------------
PRODUCT     BULK LIQUID DEXTROSE
CATEGORY
            -------------------------------------------------------------------------------------------------------
            CPMCP HD Glucose                   Casco High Dextrose Glucose            026250       Cardinal
            -------------------------------------------------------------------------------------------------------
            CPMCP Liquid Dextrose              Cerelose Liquid Dextrose               026170       Argo
            -------------------------------------------------------------------------------------------------------
            CPMCP 98/71 Liquid Glucose         Royal Liquid Glucose                   026260       Argo
            -------------------------------------------------------------------------------------------------------
            CPMCP 97/71 Liquid Glucose         Royal Liquid Glucose                   026270       Argo
            -------------------------------------------------------------------------------------------------------
            CPMCP 98/71 Liquid Glucose         Royal Liquid Glucose                   026260       Winston-
                                                                                                   Salem
            -------------------------------------------------------------------------------------------------------
            CPMCP Liquid Glucose               Versatose Liquid Glucose               013500       Argo
            -------------------------------------------------------------------------------------------------------
            TBD                                Polidex 70                             411000       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Polidex 70M                            411100       Arancia
            -------------------------------------------------------------------------------------------------------
            TBD                                Polidex 70SD                           412000       Arancia
            -------------------------------------------------------------------------------------------------------

            -------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


<TABLE>
<S>         <C>                                <C>                                    <C>          <C>
DESIGNATED  BULK UNMODIFIED FOOD
PRODUCT     STARCH
            -------------------------------------------------------------------------------------------------------
PRODUCT     BULK UNMODIFIED FOOD
CATEGORY    STARCH
            -------------------------------------------------------------------------------------------------------
            CPMCP Unmodified Corn Starch,      Casco Corn Starch, Food Grade,         034030       Cardinal
            Food Grade                         Unmodified
            -------------------------------------------------------------------------------------------------------
            CPMCP Unmodified Corn Starch,
            Food Grade                         Buffalo Corn Starch, Food Grade        034010       Argo
            -------------------------------------------------------------------------------------------------------
            TBD                                Almidon Globe AA                       122000       Arancia
            =======================================================================================================
</TABLE>

<PAGE>


II       MCP DESIGNATED PRODUCTS

DESIGNATED PRODUCT: BULK LIQUID HIGH FRUCTOSE CORN SYRUP

     PRODUCT CATEGORY: 55 HFCS
         MinTose(TM) 3500 - 55 HFCS           Liquidose 77 (L-77)

     PRODUCT CATEGORY: 42 HFCS
         MinTose(TM) 3400 - 42 HFCS           Liquidose 71 (L-71)
         MinTose(TM) 3460 - 42 HFCS 66.5%     Liquidose 66.5 (L-66.5)
         MinTose(TM) 3480 - 42 HFCS           Liquidose 80 (L-80)
         MinTose(TM) 3490 - 42 HFCS           Liquidose 90 (L-90)

DESIGNATED PRODUCT: BULK LIQUID CORN SYRUP

     PRODUCT CATEGORY: LOW DE CORN SYRUP
         MinDex(TM) 1220 - 25/42 Corn Syrup Standard SO(2)
         MinDex(TM) 1221 - 25/42 Corn Syrup Low SO(2)
         MinDex(TM) 1330 - 36/43 Corn Syrup Standard SO(2)

     PRODUCT CATEGORY: MEDIUM DE CORN SYRUP
         MinDex(TM) 1430 - 43/43 Corn Syrup Standard SO(2)
         MinDex(TM) 1431 - 43/43 Corn Syrup Low SO(2)
         MinDex(TM) 1432 - 40 DE/80 DS Corn Syrup High SO(2)
         MinDex(TM) 1440 - 40 DE/82.5 DS Corn Syrup Standard SO(2)
         MinDex(TM) 1442 - 40 DE/81.5 DS Corn Syrup High SO(2)

     PRODUCT CATEGORY: HIGH DE CORN SYRUP
         MinDex(TM) 1530 - 54/43 Corn Syrup Standard SO(2)
         MinDex(TM) 1531 - 54/43 Corn Syrup Low SO(2)
         MinDex(TM) 1630 - 63/43 Corn Syrup Standard SO(2)
         MinDex(TM) 1631 - 63/43 Corn Syrup Low SO(2)
         MinDex(TM) 1640 - 63/43 Corn Syrup Standard SO(2)
         MinDex(TM) 1641 - 63/43 Corn Syrup Low SO(2)
         MinDex(TM) 1640 - 64/44 Corn Syrup Ion Exchange

     PRODUCT CATEGORY: HIGH MALTOSE CORN SYRUP
         MinDex(TM) 1433 - 45/43 High Maltose Corn Syrup High SO(2)
         MinDex(TM) 1434 - 45/43 High Maltose Corn Syrup Low SO(2)

DESIGNATED PRODUCT: BULK UNMODIFIED FOOD STARCH

     PRODUCT CATEGORY: BULK UNMODIFIED FOOD STARCH
         MinStar(TM) 2010
         MinStar(TM) 2030
         MinStar(TM) 2310

<PAGE>


DESIGNATED PRODUCT: BULK LIQUID BLENDS

     PRODUCT CATEGORY: BULK LIQUID BLENDS

         BL2715   Friesen Honey 77 Blend
         BL5210   10 Invert
         BL6002   1 Suc 59 L71 40 CSU 44-62
         BL6003   10 Suc 90 L71
         BL6004   10 Suc 50 L71 40 CSU 44-62
         BL6005   15 Suc 50 L77 35 CSU 43-42
         BL6006   15 Suc 55 L71 30 CSU 44-62
         BL6007   20 Suc 40 L71 40 CSU 44-62
         BL6008   20 Suc 80 L71
         BL6009   Drumstick 12, Bulk
         BL6010   26.89 Suc 73.11 CSU 42-26
         BL6011   25 Suc 75 L71
         BL6012   25 T0-E 75 43/36 CSU
         BL6013   30 SUC 35 L71 35 CSU 44-62
         BL6014   20 T-0E 80 CSU 44/62
         BL6015   25 T-0 75 L-77
         BL6016   25 T-0E 75 L-77
         BL6017   35 Suc 35 L71 30 CSU 43-36
         BL6018   50 Suc 50 L71
         BL6019   50 Suc 50 L71
         BL6020   50 Suc 25 L71 25 CSU 44-62
         BL6021   60 Suc 40 CSU 43-36
         BL6023   Drumstick 12 Bulk-KC
         BL6024   45.9% L71 54.1% CSU 44-62 IX
         BL6025   28 L71 72 CSU 44-62
         BL6026   50 L71 42 L80 8 CSU 43-36
         BL6027   67 L71 33 CSU44/62
         BL6028   31.4 L71 60.6 L77 CSU 43-36
         BL6029   35 L71 20 L77 45 CSU 43-42
         BL6030   44 L77 56 CSU 43-42
         BL6031   40 L71 50 CSU 43-62
         BL6032   40 L71 60 CSU 44-62
         BL6033   30 L71 70 CSU 43-62
         BL6034   45 L71 55 CSU 43-62
         BL6035   50 L71 50 L77
         BL6036   50 L71 50 CSU 44-62
         BL6037   50 L71 50 CSU 44-62
         BL6038   60 L71 40 CSU 44-62
         BL6039   50 L71 50 CSU 44-64 IX
         BL6040   60 L71 40 CSU 43-42

<PAGE>


         BL6041   60 L71 40 CSU 44-64 IX
         BL6042   50.9 l71 40.2 CSU 44-62
         BL6043   22.04 L71 77.96 CSU 44-62
         BL6044   70 L71 30 CSU 43-36
         BL6045   85 L71 15 CSU 43-62
         BL6046   1 Suc 49.5 L71 49.5 CSU 44-62
         BL6047   2 Suc E 49 L71 49 CSU 44-62
         BL6048   2 Suc E 98 -77
         BL6049   12.5 Suc E 12.5 L71 75 CSU 43-62
         BL6050   15 Suc E 55 L71 30 CSU 44-62
         BL6051   20 Suc E 80 L71
         BL6052   25 Suc E 75 L71
         BL6053   60 Suc E 40 CSU 43-36
         BL6054   40 Suc E 60 L77
         BL6055   50 Suc E 15 L71 35 CSU 44-62
         BL6056   73 Suc E 27 CSU 43-42
         BL6057   73 Suc E 27 CSU 43-36
         BL6058   75 Suc E 25 CSU 43-36
         BL6059   76 Suc E 24 CSU 42-26
         BL6060   43 Suc E 57 CSU 44-62
         BL6061   60 Sucrose 40 CSU 43-42
         BL6062   75 T-0E 27 L71
         BL6063   Drumstick 12, Bulk -KCR
         BL6064   36 Sucsp 28 50 Invert 30 CSU 43-36 6 CSU 44-62
         BL6065   60 Gran Sugar 10 CSU 43-62 30 CSU 43-36
         BL6066   65 Suc # 10 L71 25 CSU 43-36
         BL6067   75 T-0-E 35 CSU 43-42
         BL6068   Type 25 Invert
         BL6069   80 Suc 40 CSU 43-36
         BL6070   65 Suc 35 CSU 43-36
         BL6071   50 Suc 50 CSU 44-62
         BL6072   Spice Peach Blend
         BL6073   60 Suc 40 CSU 43-42
         BL6074   75 Suc 25 CSU 43-36
         BL6075   70 Suc 30 CSU 43-36
         BL6076   75 Suc 25 CSU 43-36
         BL6077   52 L77 48 CSU 44-62
         BL6078   50 L77 40 CSU-43-36
         BL6079   63.82 l77 36.18 CSU 43-62
         BL6080   20 Inv 40 L71 40 CSU 44-62
         BL6081   32.5 Suc 32.5 Inv 35 CSU 44-62
         BL6082   50 Inv 50 L71
         BL6083   50 Invert 50 L-71 KC
         BL6084   7 Inv 45 L7 48 CSU 44-64 IX
         BL6085   5 Inv 50 l71 45 CSU 44-62 IX
         BL6086   33.34 Inv 33.33 L71 33.33 CSU 44-62

<PAGE>


         BL6087   3.5 Inv 46.5 L71 50 CSU 44-62 IX
         BL6088   50 Inv 50 L77
         BL6089   TCS 002 Blend Bulk
         BL6090   80 Inv 20 CSU 44-62
         BL6091   TCS 003 Blend
         BL6092   70 Suc 30 L71
         BL6093   38 L50 30 L71 32 CSU 44-62
         BL6094   60 L50 4 L71
         BL6095   50 L50 50 L71
         BL6096   50 Invert
         BL6097   50 Invert
         BL6127   70 L71 30 CSU 63-44
         BL6130   86 L71 14 CSU 44-64

<PAGE>


                                   SCHEDULE IV


                                IMPORTED PRODUCTS

<TABLE>
<CAPTION>
                                             CORN PRODUCTS' IMPORTED
                                             PRODUCTS
            =========================================================================================================
            PROPOSED PRODUCT                 CURRENT PRODUCT                          CURRENT         _______________
            NAME                             NAME                                     PIN             PLANT
            =========================================================================================================
<S>         <C>                              <C>                                      <C>             <C>
DESIGNATED  BULK LIQUID BLENDS
PRODUCT

PRODUCT     BULK LIQUID BLENDS
CATEGORY
            ---------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                 Casco Corn Syrup                         028800          Cardinal
            ---------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                 Invertose/Corn Syrup Blend               028160          London
            ---------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                 Invertose/Corn Syrup Blend               028700          Cardinal
            ---------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                 Invertose/Corn Syrup Blend               029110          London
            ---------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                 Invertose/Corn Syrup Blend               028110          Cardinal,
                                                                                                      London
            ---------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                 Invertose/Corn Syrup Blend               028130          Cardinal
            ---------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                 Invertose/Corn Syrup Blend               028420          Cardinal
            ---------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                 Invertose/Corn Syrup Blend               029100          London
            ---------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                 Invertose/Corn Syrup Blend               028490          Cardinal
            ---------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                 Invertose/Corn Syrup Blend               028430          Cardinal,
                                                                                                      London
            ---------------------------------------------------------------------------------------------------------
            CPMCP HFCS Blend                 Invertose/Corn Syrup Blend               028190          London
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 40                                291100          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 45                                291200          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 48                                291000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 57                                292100          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 59                                292200          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 60                                293000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 61                                293100          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 62                                293200          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 63                                293300          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 64                                293400          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 65                                293500          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 66                                293600          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 77                                294000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 87                                295100          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 90                                296000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 93                                296100          Arancia
            ---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


<TABLE>
<S>         <C>                              <C>                                      <C>             <C>
            TBD                              Frudex 94                                296200          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Frudex 95                                296300          Arancia
            ---------------------------------------------------------------------------------------------------------

            ---------------------------------------------------------------------------------------------------------
DESIGNATED  BULK LIQUID CORN
PRODUCT     SYRUPS
            ---------------------------------------------------------------------------------------------------------

            ---------------------------------------------------------------------------------------------------------
PRODUCT     LOW DE CORN SYRUPS
CATEGORY
            ---------------------------------------------------------------------------------------------------------
            CPMCP 28/79 IX glucose           Enzose LDE Glucose                       014200          Cardinal
            ---------------------------------------------------------------------------------------------------------
            CPMCP 36/80 IX glucose           Enzose LDE Glucose                       014300          Cardinal
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 45 Globe 2240                    224000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 44 Globe 2520                    252000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 45 Globe 2530                    253000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 45 Globe 2531                    253100          Arancia
            ---------------------------------------------------------------------------------------------------------

            ---------------------------------------------------------------------------------------------------------

            ---------------------------------------------------------------------------------------------------------
PRODUCT     REGULAR DE CORN
CATEGORY    SYRUPS
            ---------------------------------------------------------------------------------------------------------
            CPMCP 43/80 glucose              Casco 42DE Glucose                       011410          London
            ---------------------------------------------------------------------------------------------------------
            CPMCP 43/80 HS glucose           Casco 42DE Glucose                       011430          London
            ---------------------------------------------------------------------------------------------------------
            CPMCP 43/80 IX glucose           Casco 42DE Glucose                       011440          London
            ---------------------------------------------------------------------------------------------------------
            CPMCP 43/80 IX glucose           Enzose 42DE Glucose                      014400          Cardinal
            ---------------------------------------------------------------------------------------------------------
            CPMCP 42/82 IX glucose           Enzose Glucose                           014600          Cardinal
            ---------------------------------------------------------------------------------------------------------
            CPMCP 42/84 IX glucose           Enzose Glucose                           014700          Cardinal
            ---------------------------------------------------------------------------------------------------------
            CPMCP 45/80 HM glucose           Enzose HM Glucose                        014420          Cardinal
            ---------------------------------------------------------------------------------------------------------
            CPMCP 45/80 HM glucose           Enzose HM Glucose                        014530          Cardinal
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 43 Globe 2110                    211000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 43 Globe 2120                    212000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 43 Globe 2122                    212200          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 43 Globe 2123 P/M                212300          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 43 Globe 2130                    213000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 43 Globe 2511                    251100          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 43 Globe 2512                    251200          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 44 Globe 2230                    223000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 44 Globe 2231                    223100          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 44 Globe 2521                    252100          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 44 Globe 2522                    252200          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 44 Globe 2523                    252300          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 44 Globe 2524                    252400          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 44 Globe 2525                    252500          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 45 Globe 2330                    233000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 45 Globe 2533                    253300          Arancia
            ---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


<TABLE>
<S>         <C>                              <C>                                      <C>             <C>
            TBD                              Glucosa 45 Globe 2250                    225000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 45 Globe 2510                    251000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 63 Globe 2540                    254000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa Alta Maltosa 2410                241000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa Alta Maltosa 2420                242000          Arancia
            ---------------------------------------------------------------------------------------------------------

            ---------------------------------------------------------------------------------------------------------
PRODUCT     HIGH DE CORN SYRUP
CATEGORY
            ---------------------------------------------------------------------------------------------------------
            CPMCP 62/82 glucose              Casco 62DE Glucose                       016510          London
            ---------------------------------------------------------------------------------------------------------
            CPMCP 62/82 IX glucose           Casco 62DE Glucose                       016540          London
            ---------------------------------------------------------------------------------------------------------
            CPMCP 62/82 glucose              Enzose 62DE Glucose                      016500          Cardinal
            ---------------------------------------------------------------------------------------------------------
            CPMCP 63/84 IX glucose           Enzose 62DE Glucose                      016700          Cardinal
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 44 Globe 2610                    261000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 70 Globe 2615                    261500          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Glucosa 44 Globe 2620                    262000          Arancia
            ---------------------------------------------------------------------------------------------------------

            ---------------------------------------------------------------------------------------------------------
PRODUCT     HIGH MALTOSE CORN
CATEGORY    SYRUP
            ---------------------------------------------------------------------------------------------------------
            CPMCP 53/82 IX glucose           Enzose 55DE Glucose                      015500          Cardinal
            ---------------------------------------------------------------------------------------------------------
            CPMCP 50/81 HM glucose           Enzose Brewer's Glucose                  015510          Cardinal
            ---------------------------------------------------------------------------------------------------------
            CPMCP 47/81 HM glucose           Enzose Brewer's Glucose                  015520          Cardinal
            ---------------------------------------------------------------------------------------------------------
            CPMCP 53/81 HM glucose           Enzose HM Glucose                        015530          Cardinal
            ---------------------------------------------------------------------------------------------------------

            ---------------------------------------------------------------------------------------------------------
PRODUCT     ULTRA HIGH MALTOSE CORN
CATEGORY    SYRUP
            ---------------------------------------------------------------------------------------------------------
            CPMCP 53/81 UHM glucose          Enzose HM Glucose                        015540          Cardinal
            ---------------------------------------------------------------------------------------------------------
            CPMCP 53/81 UHM glucose          Enzose HM Glucose                        015550          Cardinal
            ---------------------------------------------------------------------------------------------------------

            ---------------------------------------------------------------------------------------------------------
DESIGNATED  BULK LIQUID HIGH
PRODUCT     FRUCTOSE CORN SYRUP
            ---------------------------------------------------------------------------------------------------------

            ---------------------------------------------------------------------------------------------------------
PRODUCT     HFCS 42
CATEGORY
            ---------------------------------------------------------------------------------------------------------
            CPMCP HFCS 42                    Invertose HFCS                           026430          All Casco
            ---------------------------------------------------------------------------------------------------------
                                                                                                      London, Pt
            CPMCP HFCS 42 - high solids      Invertose HFCS                           026480          Colburne
            ---------------------------------------------------------------------------------------------------------
            CPMCP HFCS 42                    Alta Fructosa 42                         311000          Arancia
            ---------------------------------------------------------------------------------------------------------

            ---------------------------------------------------------------------------------------------------------
PRODUCT     HFCS 55
CATEGORY
            ---------------------------------------------------------------------------------------------------------
            CPMCP HFCS 55                    Invertose HFCS                           026550          London, Pt.
                                                                                                      Colburne
            ---------------------------------------------------------------------------------------------------------
            CPMCP HFCS 55                    Alta Fructosa 55                         321000          Arancia
            ---------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>


<TABLE>
<S>         <C>                              <C>                                      <C>             <C>
            ---------------------------------------------------------------------------------------------------------
DESIGNATED  BULK LIQUID DEXTROSE
PRODUCT
            ---------------------------------------------------------------------------------------------------------
PRODUCT     BULK LIQUID DEXTROSE
CATEGORY
            ---------------------------------------------------------------------------------------------------------
            CPMCP HD Glucose                 Casco High Dextrose Glucose              026250          Cardinal
            ---------------------------------------------------------------------------------------------------------
            TBD                              Polidex 70                               411000          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Polidex 70M                              411100          Arancia
            ---------------------------------------------------------------------------------------------------------
            TBD                              Polidex 70SD                             412000          Arancia
            ---------------------------------------------------------------------------------------------------------

            ---------------------------------------------------------------------------------------------------------
DESIGNATED  BULK UNMODIFIED FOOD
PRODUCT     STARCH
            ---------------------------------------------------------------------------------------------------------
PRODUCT     BULK UNMODIFIED FOOD
CATEGORY    STARCH
            ---------------------------------------------------------------------------------------------------------
            CPMCP Unmodified Corn Starch,    Casco Corn Starch, Food Grade,           034030          Cardinal
            Food Grade                       Unmodified
            ---------------------------------------------------------------------------------------------------------
            TBD                              Almidon Globe AA                         122000          Arancia
            =========================================================================================================
</TABLE>

<PAGE>


                                   SCHEDULE V


                            FORM OF SUPPLY AGREEMENT


         This Supply Agreement (this "Supply Agreement") is made as of January
1, 2001, by and among CORNPRODUCTSMCP SWEETENERS LLC, a Delaware limited
liability company, with its principal office in Marshall, Minnesota (the
"Company"), CORN PRODUCTS INTERNATIONAL, INC., a Delaware corporation, with its
principal office at 6500 South Archer Avenue, Bedford Park, Illinois 60501-1933
("Corn Products"), and MINNESOTA CORN PROCESSORS, LLC, a Colorado limited
liability company, with its principal office at 901 North Highway 59, Marshall,
Minnesota 56528-2744 ("MCP"). Corn Products and MCP shall each be referred to
herein as a "Member" and collectively referred to herein as the "Members."


         WHEREAS, the Members entered into a Limited Liability Company Agreement
dated as of December 1, 2000 (the "Operating Agreement") under which the Members
agreed to form the Company primarily to serve as their exclusive sales outlet
for the sale in the United States of America (including Puerto Rico, the "United
States"), and into Canada, and Mexico (collectively, "North America") of certain
Designated Products (as defined herein); and

         WHEREAS, each Member is willing to supply to the Company the Designated
Products produced in the United States by each of them for sale in North
America, subject to the terms and conditions of the Operating Agreement and this
Supply Agreement.

         WHEREAS, as part of its contribution obligation under the Operating
Agreement, each Member has agreed to enter into this Supply Agreement.

         NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements herein contained, and for other good and valuable consideration, the
receipt and adequacy of which is hereby acknowledged, the parties hereby agree
as follows:


1.       DEFINITIONS.

         In addition to such definitions as shall be set forth in Article I of
the Operating Agreement (some of which are repeated here for reference) or
defined in the text below, when used in this Supply Agreement the following
terms shall have the meaning specified:

         A. "Affiliate" means, when used with reference to a specific Person (or
when not referring to a specific Person shall mean an Affiliate of a Member),
any Person that, directly or indirectly, through one or more intermediaries,
controls, is controlled by or is under common control with such specific Person.

         B. "Base Year Volume" shall mean the quantity representing the
aggregate actual sales of the applicable Designated Product by each Member (and
its respective Affiliates) during


<PAGE>


calendar year 2000 unless modified in the manner set forth below, to the extent
such Designated Product was (i) produced and sold within the United States, (ii)
produced within the United States and sold in Mexico or Canada, or (iii)
produced in Mexico or Canada and exported into and sold in the United States.
The Base Year Volume shall be confirmed in writing by the parties.

         C. "Bulk" means finished products sold by pipeline or single container,
rail car or other transportation vehicle where the finished product pipeline
shipment, container, rail car or vehicle load has a capacity in excess of five
tons. Bulk does not include a single container, rail car or other transportation
vehicle containing subcontainers or packages of less than five tons. Excluded
from this definition of Bulk shall be any such products sold or otherwise
transferred to a third party and normally delivered by pipeline for processing
into finished products other than Designated Products.

         D. "Designated Products" has the meaning given in the Operating
Agreement.

         E. "Modified Base Year Volume" shall mean the volume resulting from all
changes to the Base Year Volume under Section 3 below.

         F. "Sales Commitments" shall mean the volume of Designated Products
which a Member has agreed to sell to the Company as determined in Section 2.A
for the first year of the Supply Agreement and in Section 4 for all subsequent
years during the Term.

         G. "Specifications" shall mean the specifications to the applicable
products supplied hereunder as agreed to in writing by the parties.

2.       PURCHASE AND SALE OF DESIGNATED PRODUCTS.

         A. Obligation to Sell and Buy Designated Products. During each calendar
year during the Term of the Supply Agreement each Member and its Affiliates
shall sell to the Company their respective Sales Commitments of Designated
Products for such calendar year. The Company shall use reasonable commercial
efforts to market and sell such Designated Products to its customers in the
United States and, through Affiliates of Corn Products under one or more
commission sales agreements, in Mexico and Canada. Designated Products produced
by Affiliates of the Members in Mexico or Canada and sold in the United States
to or through the Company under one or more commission sales agreements shall be
credited against the applicable Member's Sales Commitment.

         B. Sales Commitments for Calendar Year 2001. For calendar year 2001,
each Member's respective Sales Commitment for each Designated Product shall be
equal to the Member's respective Base Year Volume for such Designated Product.

         C. Rate of Delivery. Each Member shall use reasonable efforts to supply
its respective Sales Commitments to the Company in accordance with the quarterly
volume forecasts included as part of the Sales Commitments as provided in
Section 4 below or as otherwise required to enable the Company to satisfy the
needs of, and its obligations to, its customers.


<PAGE>


3.       METHODS FOR DETERMINING MODIFIED BASE YEAR VOLUMES.

         A. Modification By Acquisition of Production Facility Capacity. A
Member or its Affiliate may acquire from a third party not an Affiliate of such
Member any production-facility capacity within North America that at the time of
the closing of such acquisition is producing any Designated Product being (a)
sold in North America if the production facility is located in the United States
or (b) sold in the United States if the production facility is located outside
the United States (the "Acquired Facility"). For purposes of this Section an
acquisition shall include both the purchase of the assets and the purchase of a
controlling interest in the facility's output of Designated Products (a) sold in
North America if the production facility is located in the United States or (b)
sold in the United States if the production facility is located outside the
United States. In the event of any such acquisition of an Acquired Facility:

         (i) The Company's actual calendar year sales of the applicable
         Designated Products for the full calendar year in which the acquisition
         of the Acquired Facility occurs (excluding any sales of Designated
         Product from the Acquired Facility) shall first be allocated between
         the Members in proportion to each Member's then current Base Year
         Volume or Modified Base Year Volume, as the case may be. This
         allocation of the current year's sales of applicable Designated Product
         shall yield an "Adjusted Year Volume" for each Member.

         (ii) The Member acquiring the Acquired Facility shall provide to the
         Company true and accurate sales figures for the full calendar year in
         which such acquisition occurs showing all applicable Designated Product
         that was produced at the Acquired Facility and (a) sold in North
         America if the production facility is located in the United States, or
         (b) sold in the United States if the production facility is located
         outside of the United States. These actual sales figures shall be added
         to the acquiring Member's Adjusted Year Volume to yield a Modified Base
         Year Volume for that Member.

         (iii) The non-acquiring Member's Adjusted Year Volume for each
         applicable Designated Product shall become that Member's Modified Base
         Year Volume.

         (iv) The Company shall prepare and amend to the Supply Agreement
         schedules showing the results of this calculations which shall be
         labeled "Modified Base Year Volumes For Members as of January 1,
         [year]". Thereafter these schedules (unless later modified) shall used
         to determine each Member's annual contractual rights under this Supply
         Agreement to supply Designated Products to the Company in the manner
         calculated under Section 4 below.

<PAGE>


         (v) In the calendar year in which the purchase of the Acquired Facility
         is completed, the acquiring Member shall provide to the Company true
         and accurate sales estimates showing the volume of each Designated
         Product forecasted to be sold during the remainder of the calendar year
         from the Acquired Facility in North America if the Acquired Facility is
         located in the United States, or sold in the United States if the
         Acquired Facility is located outside of the United States. The Company
         shall add that volume of forecasted sales to the acquiring Member's
         applicable Sales Commitments, as defined below, for the balance of that
         calendar year.

         (vi) Unless the Company and the Members agree to another method for
         integrating the Modified Base Year Volume amounts calculated under this
         Section 3.A into the calculation of Sales Commitment under Section 4
         below, the Company and the Members agree to meet on or before January 5
         of the year following the year in which the Acquired Facility is
         purchased to make all necessary recalculations of Sales Commitments for
         that year using the Member's Modified Base Year Volumes, as determined
         under this Section.


         B. Modification Because of a Failure to Commit to 90% of Current Base
Year Volume. As more fully described in Section 4 below, each Member shall be
entitled on an annual basis to specify its Sales Target for each Designated
Product for the following calendar year. If a Member specifies a Sales Target
that is less than 90% of such Member's then current Base Year Volume or Modified
Base Year Volume for any applicable Designated Product, the difference between
such Sales Target and such current Base Year Volume or Modified Base Year Volume
shall be considered a "Deficiency". The other Member (the "Assuming Member") may
elect to supply all or any portion of the Deficiency. If such an election is
made, the amount of such Deficiency so assumed and actually supplied by the
Member to the Company during that subsequent year shall be subtracted from the
non-Assuming Member's then current Base Year Volume or Modified Base Year Volume
and added to the Assuming Member's then current Base Year Volume or Modified
Base Year Volume to create new Modified Base Year Volume's for both Members. The
Company shall prepare and append to this Supply Agreement schedules showing the
results of these calculations which shall be labeled "Modified Base Year Volumes
For [Member's name] as of [date]". Thereafter these schedules (unless later
modified) shall be used to determine each Member's annual contractual rights
under this Supply Agreement or later executed Supply Agreements to supply
Designated Products to the Company in the manner calculated under Section 4
below.

         C. Modification Because of Failure to Supply 90% of Current Base Year
Volume As Result of Force Majeure or Failure to Agree to Increased Warranty.

         (i) If as a result of a condition of force majeure a Member fails to
satisfy its Sales Commitment with respect to any Designated Product and if the
amount of such Designated Product actually supplied by such Member is less than
90% of such Member's current Base Year


<PAGE>


Volume or Modified Base Year Volume for the applicable year, the difference
between the amount of such Designated Product actually supplied by such Member
and such Member's current Base Year Volume or Modified Base Year Volume shall be
considered a "Force Majeure Deficiency". The amount of such Force Majeure
Deficiency shall be subtracted from the then current Base Year Volume or
Modified Base Year Volume of the Member affected by the condition of force
majeure to create a new Modified Base Year Volume for such Member.

         In years subsequent to the year in which the condition of force majeure
occurs, increases in aggregate Volume Allocations over the Sales Commitments in
the year in which the condition of force majeure occurs, shall be allocated on a
priority basis to the Member affected by the condition of force majeure and the
Modified Base Year Volume of such Member shall be increased up to the level that
existed prior to such reduction to the extent that such Member commits to such
incremental Volume Allocations and satisfies such commitment.

         (ii) If (a) the Company shall propose a customer warranty that exceeds
the Member Warranty (the "Increased Warranty") with respect to any Designated
Product, and (b) any Member shall agree to supply Designated Product subject to
the Increased Warranty, then any other Member that is requested by the Company
to agree to the Increased Warranty with respect to any Designated Product within
the same Product Category may either agree to supply such Designated Product
subject to the Increased Warranty or choose not to agree.

         If (a) such Member fails to accept all rights and obligations to supply
such Designated Product subject to the Increased Warranty and (b) another Member
agrees to assume all rights and obligations to supply such Designated Product,
the Member that agrees to assume such rights and obligations to supply such
Designated Product subject to the Increased Warranty shall be responsible for
and shall pay all incremental freight and other costs incurred by the Company as
a result of supplying such Designated Product.

         If (a) another Member does not supply such Designated Product subject
to the Increased Warranty, (b) the customer that had requested the Increased
Warranty chooses not to purchase the Designated Product because of its failure
to obtain the Increased Warranty, and (c) the amount of such Designated Product
that such customer chooses not to purchase is more than 10% of such Member's
current Base Year Volume or Modified Base Year Volume for the applicable year,
then the amount of Designated Product that such customer refused to purchase
shall be considered a "Warranty Deficiency". The amount of such Warranty
Deficiency shall be subtracted from the then current Base Year Volume or
Modified Base Year Volume of the Member that failed to agree to the Increased
Warranty to create a new Modified Base Year Volume for such Member.

         (iii) The Company shall prepare and append to this Supply Agreement
schedules showing the results of any calculations of Modified Base Volumes
required by paragraph (i) or (ii) above, which shall be labeled "Modified Base
Year Volumes For [Member's name] as of [date]". Thereafter these schedules
(unless later modified) shall be used to determine each Member's annual
contractual rights under this Supply Agreement or later executed Supply
Agreements to supply Designated Products to the Company in the manner calculated
under Section 4 below.


<PAGE>


         D. Other Modifications. A Member's Modified Base Year Volume shall be
increased by the volume of Designated Products sold in the most recently
completed year under any unassignable contract upon the earlier of the
assignment to the Company or the expiration of such contract.

4.       DETERMINATION OF MEMBER'S SALES COMMITMENTS AFTER CALENDAR YEAR 2001.

         The determination of each Member's Sales Commitments to the Company for
all years after calendar year 2001, shall be made as follows:

         A. Preparation of Subsequent Years Sales Forecasts Sales Targets. The
Company shall annually prepare Sales Forecasts and Sales Targets in the
following manner and on the following dates unless different dates are agreed to
in any given year by the Company and each Member:

         (i) on or before September 1, 2001, and each September 1 thereafter,
         the Company shall forecast its annual sales and delivery requirements
         for each of the Designated Products for the next calendar year (on a
         quarterly basis) (the "Sales Forecast");

         (ii) the Company shall also calculate a "Volume Allocation" of its
         Sales Forecast between the Members for each Designated Product in
         proportion to each Member's then current Base Year Volume or Modified
         Base Year Volume, as the case may be, for each Designated Product
         contained in the Sales Forecast so that 100% of the Sales Forecast for
         each such Designated Product shall be so allocated between the Members.
         It is the intent of this Volume Allocation to provide to each Member
         the right to elect to supply to or sell through the Company in the
         succeeding calendar year a quantity of each Designated Product equal to
         the Volume Allocation of that Designated Product to that Member;

         (iii) on or before September 2 of the calendar year in which this
         Volume Allocation is made, the Company shall give each Member Written
         notice of these Volume Allocations;

         (iv) on or before October 1 of the calendar year in which these Volume
         Allocations are so supplied to and received by the Members, each Member
         shall independently determine and notify the Company in Writing of the
         quantity of each Designated Product (not to exceed Member's applicable
         Volume Allocation) that such Member is willing to commit to supply to
         or sell through the Company for the succeeding calendar year (on a
         quarterly basis) (each commitment being a "Sales Target") for that
         Designated Product; and

         (v) on or before October 5 of each such calendar year, the Company
         shall provide to each Member the other Member's Sales Targets.

         B. Failure of a Member to Accept Volume Allocations. If a Member's
Sales Target for a Designated Product for a given calendar year is less than
such Member's applicable Volume Allocation, then the other Member (the "Assuming
Member") may assume the right and obligation solely during such calendar year
to supply an additional amount of


<PAGE>


such Designated Product not to exceed the difference between the other Member's
Volume Allocation and Sales Target for that Designated Product (the "Assumed
Allocation"). Written notice of this election shall be given by the Assuming
Member to the Company on or before October 10 of such calendar year.

         C. Final Sales Commitments. On or before October 15 of each calendar
year, the Company shall determine the final quantity of each Designated Product
that each Member has committed to supply, which shall be the sum of such
Member's (i) applicable Sales Target; and (ii) Assumed Allocation (collectively
each such final quantity being a "Sales Commitment"). The Company shall prepare
and append to this Supply Agreement schedules showing the Sales Commitments so
determined which shall be labeled "Sales Commitments for [Member's name] For
January 1 through December 31, [year]".

         D. Midyear Increases In Sales Commitments. In the event that during the
course of any calendar year for which Sales Commitments have been established
the Company determines that there is increased demand for Designated Products
which the Members agree to supply in excess of the combined Sales Commitments of
the Members, that increased demand shall in the first instance be allocated
between the Members in proportion to the Sales Commitments determined for that
year, or if one Member does not elect to take that full allocation the other
Member may elect to fill that unmet allocation. In such event all necessary
modifications to the "Sales Commitments for [Member's name] For January 1
through December 31, [year]" schedule shall be promptly made. The failure of a
Member to accept this unmet allocation shall not subject to Member to the
provisions of Section 3.B.

5.       CERTAIN RIGHTS AND REMEDIES RELATED TO SALES COMMITMENTS.

         A. Failure of the Company To Take Sales Commitments. The Company will
purchase from the Members or otherwise sell on behalf of the Members all Sales
Commitments. In the event the Company is unable to purchase from the Members or
otherwise sell on behalf of the Members all Sales Commitments the Members shall
absorb such shortfalls in proportion to the Member's respective Sales
Commitments.

         B. Failure of Member to Supply Sales Commitments. The following rights
and remedies apply if a Member (the "Non-Electing Member") fails to supply its
entire Sales Commitment for any Designated Product either directly or through
its Affiliates:

         (i) The other Member (the "Electing Member") may, but is not obligated
         to, provide some or all of any such unmet Sales Commitment. Upon making
         that election, the Electing Member shall be solely responsible for and
         shall pay any incremental costs related to supplying the unmet Sales
         Commitment that is covered by this election.

<PAGE>


         (ii) With respect to that portion of the unmet Sales Commitment not
         covered by the Electing Member's election under paragraph (i) above,
         the Company shall determine (in its discretion) whether (1) to decline
         to sell product to its actual or prospective customers due to
         unavailability of such product, or (2) to purchase replacement product
         on the open market to fulfill all or some portion of such unmet Sales
         Commitment. Subject to the limitations of paragraphs (iii) and (iv)
         below, the Non-Electing Member shall be solely responsible for and
         shall pay all costs related to the Company's acquisition of this
         replacement product and any other direct damages (but not including
         consequential damages) in connection with its failure to satisfy its
         Sales Commitment

         (iii) If the Company intends to purchase replacement product on the
         open market under clause (2) of paragraph (ii) above, the Company shall
         give Written notice to the Non-Electing Member not less than twenty
         (20) days prior to making any such purchase, and the Non-Electing
         Member may instruct the Company in Writing within that twenty days not
         to make any such purchases; provided that, notwithstanding anything to
         the contrary contained herein, the Non-Electing Member shall indemnify
         and hold the Company and Electing Member harmless against all direct
         and consequential damages (including, but not limited to, loss of
         future business) resulting from the Company's compliance with the
         Non-Electing Member's instruction.

         (iv) Absent such instruction, if the Company fulfills any or all of the
         Non-Electing Member's unmet Sales Commitment through open market
         purchases, the Non-Electing Member shall be responsible for and shall
         reimburse the Company only for the amount of such open market purchases
         in excess of $50,000 in any one calendar year.

6.       PRICING.

         The Company agrees to pay each Member for all Designated Product sold
by that Member to the Company and acquired by the Company from the Member under
this Supply Agreement the purchase prices established by this Section 6.

         A. Initial Year Pricing. As soon as practicable, the Company and the
Members shall agree to and confirm in writing the purchase prices for Designated
Products to be sold by each Member and acquired by the Company from January 1
through December 31, 2001.

         B. Price Changes. No later than December 31, 2001 and each December 31
of each calendar year thereafter during the Term, the purchase prices for
Designated Products shall be reviewed by the Board of Managers of the Company
and adjustment, if any, for the following calendar year made, provided that any
pricing factors leading to adjustments shall be equally applied to both Members.

7.       TERM.

         A. General. The term of this Supply Agreement (the "Term") shall
commence as of the Effective Date and shall continue until expiration as
provided below, unless earlier


<PAGE>


terminated pursuant to this Section 7. The initial term shall expire at the end
of the day on December 31, 2003. Notwithstanding the foregoing, the initial
term, and any subsequent renewal term, shall be automatically extended for
successive one year renewal terms, unless terminated pursuant to Section 7.B.

         B. Termination. This Supply Agreement shall immediately terminate upon
the effective date of a dissolution of the Company under Section 12.2 of the
Operating Agreement, subject only to the additional obligations related to the
winding up of the Company under Article XII of the Operating Agreement or at
such later date as the Members shall agree in writing.

8.       OTHER MATTERS.

         A. Product Warranty. The Company shall undertake to negotiate with
customers for the Designated Products supplied by the Members under this Supply
Agreement. In so doing the Company shall limit the product warranties given by
the Company to such customers (the "Customer Warranties") to the warranties
contained in this Section 8.A, unless otherwise agreed in writing by the
supplying Member in which case the supplying Member shall warrant the applicable
Designated Products to the full extent so agreed. With respect to all Designated
Product produced by a Member or its Affiliates and sold to the Company to meet
Sales Commitments, that Member warrants that at the time that title to such
Designated Product passes to the Company, such Designated Product will (i)
conform to the Specifications applicable thereto, (ii) not be adulterated or
misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, as
amended (the "Act"), (iii) not be an article which may not under the provisions
of Section 404 and 505 of the Act, be introduced into interstate commerce, and
(iv) in the case of Products delivered to satisfy commitments of the Company
under any of the Contributed Contracts (as defined in the Operating Agreement)
contributed by such Member to the Company pursuant to Section 4.1 of the
Operating Agreement, comply with any warranties contained in such Contributed
Contracts. The warranties described in clauses (i) through (iv) are referred to
as the "Member Warranties". The Company shall not make or extend any warranty to
any customer or other third party on behalf of either Member. Notwithstanding
the foregoing, for calendar year 2001, the Company may grant such Customer
Warranties as either of the Members had granted to those same customers in
calendar year 2000 (the "2000 Warranties").

         B. DISCLAIMER. EXCEPT AS SET FORTH IN SECTION 8.A., NEITHER MEMBER
MAKES ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS
TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER WITH
RESPECT TO THE PRODUCTS SUPPLIED HEREUNDER.

         C. Cooperation. The Company shall notify the applicable Member in
writing within 24 hours after becoming aware of any quality issues or customer
complaints or claims regarding any products supplied hereunder by such Member.
Such Member shall reasonably cooperate with the Company in connection with the
Company's resolution of any such complaint or claim.

         D. Claims. All claims regarding products supplied hereunder including,
but not limited to, claims for any alleged shortage or claims that such products
did not conform to the


<PAGE>


Member Warranty, shall be deemed waived by the Company unless made in writing
and received by the Member supplying the applicable product within ten business
days after the Company learns of the alleged claim but in no event later than
six months after the date of shipment of such products from such Member's
production facility. Upon a Member's receipt of any such claim notice alleging a
breach of the Member Warranty, such Member shall determine whether such products
conformed to such warranty. If such Member agrees that such products did not
conform to such warranty, such Member shall (i) notify the Company thereof in
writing and instruct the Company to either dispose of such products or deliver
such products to a facility designated by such Member, and the Company shall do
so at its own cost and expense; and (ii) either (a) replace such products, or
(b) refund to the Company or the Company's customer the amount of the actual
purchase price paid to such Member for such products net of any commission paid
to the Company therefor. The remedies provided in clause (ii) above shall be the
Company's sole and exclusive remedy for any claim by the Company that the
applicable Member breached the Member Warranty.

         E. Technical Information. Each Member shall provide such technical
information and assistance as reasonably requested by the Company in connection
with the products supplied hereunder including, but not limited to, information
regarding such Member's quality systems and procedures in connection with such
products. As among the Company and the Members, the Company shall be solely
responsible for providing to its customers any technical information and
assistance that the Company deems necessary or appropriate. If the Company
obtains any field reports or other technical information that may be useful to a
Member in connection with such products, the Company shall provide such field
reports or other technical information to such Member.

         F. Transfer of Title and Risk of Loss. Title and risk of loss for all
products sold by the Members to the Company hereunder shall transfer to the
Company upon the shipment of such products by freight carriers from the premises
of the applicable production facility or as otherwise agreed by the Company and
the applicable Member.

9.       INDEMNIFICATION AND LIMITATION OF LIABILITY.

         A. By the Company. The Company shall defend, indemnify and hold each
Member and its Affiliates harmless from and against any and all claims, losses,
damages, suits, costs (including reasonable attorneys' fees) and liabilities
based upon or arising out of or in connection with (i) any violation by the
Company of any law, regulation or order; (ii) any warranty, including the 2000
Warranties, extended by the Company other than that the products supplied
hereunder will conform to the Member Warranties; (iii) the handling, possession,
use or disposal by the Company (or any third party that obtains such products in
any form through or from the Company) of the products supplied hereunder,
whether used in manufacturing, combined with other substances, or consumed in
any manner; or (iv) the Company's negligence or willful misconduct.

         B. By Corn Products. Corn Products shall defend, indemnify and hold the
Company, MCP and MCP's Affiliates harmless from and against any and all claims,
losses, damages, suits,


<PAGE>


costs (including reasonable attorneys' fees) and liabilities based upon or
arising out of or in connection with (i) any failure of products supplied by
Corn Products hereunder to conform to the Member Warranties; (ii) any violation
by Corn Products of any of law, regulation or order; or (iii) Corn Products's
negligence or willful misconduct.

         C. By MCP. MCP shall defend, indemnify and hold the Company, Corn
Products and Corn Products's Affiliates harmless from and against any and all
claims, losses, damages, suits, costs (including reasonable attorneys' fees) and
liabilities based upon or arising out of or in connection with (i) any failure
of products supplied by MCP hereunder to conform to the Member Warranties; (ii)
any violation by MCP of any of law, regulation or order; or (iii) MCP's
negligence or willful misconduct.

         D. EXCEPT AS OTHERWISE PROVIDED IN SECTION 5.B (iii) OR SECTION 10.B,
NO PARTY SHALL BE LIABLE TO EITHER OF THE OTHER PARTIES FOR CONSEQUENTIAL,
INDIRECT, SPECIAL, OR PUNITIVE DAMAGES.

10.      CONFIDENTIALITY.

         A. Members' Obligations. Each of the Members acknowledges that the
confidential information and trade secrets of the other two parties shall be
subject to Section 6.4 of the Operating Agreement as if each Member was the
Company for the purposes of such section.

         B. The Company's Obligation. During the Term, the Company shall not
divulge, communicate, use to the detriment of a Member or for the benefit of any
other Person, or misuse in any way, any confidential information or trade
secrets of the Members or their Affiliates including, but not limited to,
personnel information, secret processes, know-how, customer lists, formulas or
other technical data, except as may be required by law, provided, however, that
such prohibition shall not apply to any information which, (i) through no
improper action of the Company, is publicly available or generally known in the
industry; (ii) at the time of disclosure to the Company by any other party was
already known to the Company as evidenced by the Company's written records;
(iii) becomes available on a non-confidential basis from a source that is
entitled to disclose it on a non-confidential basis, or (iv) was or is
independently developed by or for the Company without reference to the
confidential information, as evidenced by the Company's written records.

         C. Equitable Relief. The parties acknowledge that a Member would be
irreparably damaged by reason of any violation by the Company of the provisions
of Section 6.B. in connection with such Member's confidential information and
that any remedy at law for a breach by the Company of such provisions would be
inadequate. Accordingly, such Member shall be entitled to seek and obtain
injunctive or other equitable relief (including, but not limited to, a temporary
restraining order, a temporary injunction or a permanent injunction) against any
other party for a breach or threatened breach of such provisions and without the
necessity of proving actual monetary loss. The parties acknowledge that this
injunctive or other equitable relief shall not be such Member's exclusive remedy
for any breach of Section 6.B., and such Member may seek any other relief or
remedy that it may have by contract, statute, law or otherwise for any

<PAGE>


breach hereof. Such Member shall also be entitled to recover its attorneys' fees
and expenses in any successful action or suit against the Company relating to
any such breach.

11.      FORCE MAJEURE.

         If any party's performance of any of its duties or obligations under
this Supply Agreement is prevented, hindered, delayed or otherwise made
impracticable by reason of any strike, labor disturbance, flood, riot, fire,
failure of transportation, unavailability of raw materials, civil unrest, act of
the government, Act of God, natural disaster, explosion, equipment failure that
is beyond such party's control, war or any other casualty which cannot be
overcome by reasonable diligence and without unusual expense, such party shall,
except as provided in Section 3.C, be excused from such performance to the
extent that it is so prevented, hindered or delayed thereby during the
continuance of any such happening or event and for so long as such event shall
continue to prevent, hinder or delay such performance; provided, however, that
such party diligently works to cure such non-performance in the shortest
reasonable time period. The party asserting force majeure shall, in each
instance, give the other party written notice within a reasonable time after
becoming aware thereof. Such notice shall include a brief description of the
events or circumstances of force majeure and an estimate of the anticipated
duration. Within a reasonable time after knowledge of the cessation of any such
continuing events or circumstances constituting force majeure, the party that
asserted the same shall give the other parties written notice of the date of
such cessation.

12.      COMPLIANCE WITH LAWS.

         A. General. Each Party shall comply with all laws, regulations,
executive orders, and codes, applicable to it in connection with its performance
hereunder.

         B. The Company's Additional Obligations. The Company shall be
responsible for proper transportation, storage, security, handling, accounting
for, and protection from the elements, contamination, damage or destruction of
products supplied hereunder while they are in its or its agent's control. The
Company acknowledges that the such products are foodstuffs for human consumption
and accordingly, special precautions as outlined in Part 110 of the Code of
Federal Regulations must be undertaken to safeguard the same. The Company will
store, handle, maintain, and transport such products in such a way as to prevent
degradation of quality, contamination, or adulteration before sale to its
customers.

         C. Regulatory Inquiries. If the Company receives an inquiry from any
governmental or regulatory agency regarding products supplied hereunder that
could reasonably be expected to impact a Member or require a response from or
action by a Member, the Company shall immediately notify such Member in writing.

13.      FOOD LAW WARRANTY.

         The Company warrants that the products supplied hereunder, as of the
date of shipping to its customer or any other third party, (a) will not be
adulterated or misbranded within the meaning of the Act, or an article which may
not, under the provisions of Section 404 and 505 of


<PAGE>


the Act, be introduced into interstate commerce, or adulterated or misbranded
within the meaning of the food laws of any state to which it is shipped; and (b)
will be exempt or recognized as safe, for the conditions and quantities of
intended use, within the meaning of the Food Additives Amendment of the Act.

14.      DISPUTE RESOLUTION.

         Any dispute, controversy or claim arising out of or in connection with
this Supply Agreement shall be resolved in accordance with Article XIII of the
Operating Agreement, and the Company shall be deemed to be a Member (as defined
in the Operating Agreement) for purposes of this Section.


15.      GOVERNING LAW.

         This Supply Agreement shall be governed by and construed in accordance
with the internal laws of the State of Delaware, without regard to principles of
conflicts of laws.


16.      ASSIGNMENT.

         This Supply Agreement may not be assigned by any party except to (a) an
Affiliate of such party; or (b) a transferee of all or substantially all of the
business and assets of such party.

17.      THIRD-PARTY BENEFICIARY.

         Nothing contained herein shall create third party beneficiary rights in
any third party including any customer of the Company.

18.      NOTICES.

         Notices hereunder shall be given to the respective party at the address
set forth in the introduction to this Supply Agreement or such other address as
shall be specified by the applicable party in a notice hereunder.

19.      TRADEMARKS AND TRADE NAMES.

         Nothing herein shall grant to the Company or a Member a right to
register or use any trademark or trade name of the Company or the other Member
without such other Member's prior written consent. The Company and each Member
acknowledge that they have no right, title, or interest in or to the Company's
or the other Member's trade name or in or to any such trademarks of the Company
or the other Member.

<PAGE>


20.      MISCELLANEOUS.

         A. All capitalized terms not defined herein shall have the meanings set
forth in the Operating Agreement.

         B. The invalidity or unenforceability of any particular provision of
this Supply Agreement shall not affect any other provisions hereof, and this
Supply Agreement shall be construed in all respects as if such invalid or
unenforceable provision were omitted.

         C. The headings of this Supply Agreement are for the convenience of the
parties and shall not be construed as having any legal or binding meaning or
effect.

         D. The failure by any party to insist upon strict performance of any
covenant or condition of this Supply Agreement, in any one or more instances,
shall not be construed as a waiver or relinquishment of any such covenant or
condition in the future, but the same shall be and remain in full force and
effect.

         E. This Supply Agreement and the Operating Agreement (i) constitute the
entire understanding and agreement among the parties hereto with respect to the
subject matter hereof; (ii) cancel and supersede any prior negotiations; and
(iii) merge all understandings and agreements, whether verbal or written, with
respect thereto. Each Member specifically rejects any additional, different, or
inconsistent terms or conditions proposed by the Company. This Supply Agreement
can be amended only by a written instrument executed by the parties hereto. In
the event of a conflict between this Supply Agreement and any Exhibit hereto,
the terms of this Supply Agreement shall govern.