FERTILIZER SUPPLY AGREEMENT

This Fertilizer Supply Agreement (the “Agreement”) made effective as of [DATE] (the “Effective Date”) between The ____________ Company, a Delaware corporation, with principal place of business located at ___________________ (“Seller”) and the ____________, a Business Unit of ______________, a Delaware corporation, with principal place of business located at ________________ (“Purchaser”).

RECITALS

WHEREAS, Purchaser requires a supply of nitrogen, phosphate and potash fertilizers for distribution to its retail outlets and affiliate retail locations in the United States of America; and

WHEREAS, Seller has the capability and desires to produce and sell such fertilizer products as set forth on Attachment No. 1, attached hereto and incorporated herein by reference (“Product(s)”) to Purchaser in accordance with the terms of this Agreement; and

WHEREAS, the Seller and Purchaser want to realize the benefits of a contractual arrangement over their present spot purchasing arrangement for the Products as well as exchange information on market conditions that impact their respective businesses.

NOW, THEREFORE, in consideration of the provisions of this Agreement, the parties hereby agree as follows:

AGREEMENT

1. Term

The initial term of this Agreement shall be October ____, 2004 through September ___, 2007 (“Initial Term”), which shall automatically renew for one-year terms unless either party notifies the other party in writing of its desire not to renew at least three (3) months prior to the expiration of the current term.

2. Purchase and Sale of Products

From time-to-time Purchaser may submit an order (“Purchase Order”) to purchase from Seller any of the Products. Each Purchase Order shall specify the identity, quantity, delivery schedule, destination, total price of the Products ordered therein and any changes to the specifications set forth on Attachment No. 1. Seller shall not be obligated to sell Products unless and until it communicates to Purchaser in writing its acceptance of the commercial terms set forth in the respective Purchase Order. Neither Seller nor Purchaser has any minimum purchase or sale obligations hereunder.

3. Forecasting

a. Purchaser shall provide to Seller within forty-five (45) days of the commencement of each calendar quarter a written forecast of its Product needs for each calendar quarter. Such forecast shall include, for each Product, retail locations, quantity, and available transport modes.