EX-2.A

                                                  MASTER LEASE
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         THIS MASTER LEASE ("this  Lease"),  is made and entered into as of the ___ day of May, 2001 by and between
FARMLAND  INDUSTRIES,  INC, a Kansas  corporation  ("Landlord"),  and  ADM/Farmland,  Inc., a Delaware  corporation
("Tenant") and Archer-Daniels Midland Company ("ADM");

                                              STATEMENT OF BACKGROUND

         A.       Landlord,  Tenant  and ADM,  which  owns all of the  issued  and  outstanding  shares of stock in
Tenant, have entered into that certain Purchase Agreement, dated as of the date of this Lease (the "Agreement").

         B.       Capitalized  terms used in this  Statement of Background  that are defined in this Lease and that
are not otherwise  defined in the Agreement or related  agreements  shall have the meanings  given to them below in
this Lease.

         C.       Pursuant  to the  Agreement,  Landlord  has agreed to lease or  sublease,  as the case may be, to
Tenant,  and Tenant has agreed to lease or sublease,  as the case may be, from Landlord certain grain facilities on
the terms and conditions set forth in this Lease.

         D.       In  accordance  with the terms of this Lease,  Landlord and Tenant shall  execute a Memorandum of
Lease with respect to each of the Leased Premises  setting forth the detailed  description of the Leased  Premises,
incorporating  by  reference  the terms and  conditions  of this  Lease,  and  setting  forth such other  terms and
conditions as may be appropriate in accordance with the provisions of Section 20.20 of this Lease.
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ARTICLE I -
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                                                LEASE AND SUBLEASE

1.01     Granting of Leasehold.  Landlord hereby rents,  leases and lets to Tenant and Tenant hereby rents,  leases
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and hires from Landlord,  for the rentals and upon and subject to the terms and conditions  hereinafter  set forth,
the real  property  described  in Exhibit A-1  attached  hereto and by  reference  made a part hereof (the  "Direct
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Leased  Facilities"),  together  with  all  buildings  and  improvements  located  thereon  and  together  with the
equipment,  fixtures,  machinery,  appliances and other property  located thereon and itemized (or if not itemized,
other  property  located  thereon) in Exhibit A-2 attached  hereto and by reference  made a part hereof (all of the
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aforesaid  collectively  referred to herein as the "Direct  Leased  Premises"),  subject to  covenants,  easements,
restrictions, reservations and declarations of record, if any.

1.02     Granting of  Subleasehold.  Landlord  hereby  rents,  subleases  and  sublets to Tenant and Tenant  hereby
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rents,  subleases  and hires from  Landlord,  for the  rentals  and upon and  subject  to the terms and  conditions
hereinafter  set forth,  the real property  described in Exhibit A-3 attached  hereto and by reference  made a part
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hereof (the "Subleased  Facilities"  and,  together with the Direct Leased  Facilities,  the "Leased  Facilities"),
together  with  all  buildings  and  improvements  located  thereon  and  together  with the  equipment,  fixtures,
machinery,  appliances and other property located thereon and itemized (or if not itemized,  other property located
thereon) in Exhibit A-4 attached  hereto and by  reference  made a part hereof (all of the  aforesaid  collectively
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referred  to herein as the  "Subleased  Premises"  and,  together  with the Direct  Leased  Premises,  the  "Leased
Premises"),  subject to (a) covenants,  easements,  restrictions,  reservations and declarations of record, if any,
and (b) the terms and  conditions  of the leases  described  on Exhibit A-3 pursuant to which  Landlord  leases the
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Subleased Premises (each a "Prime Lease" and collectively the "Prime Leases").

         1.03     Grain  Licenses.  Landlord  shall  accommodate  Tenant,  subject to  applicable  law and
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regulations,  with respect to existing  licenses  owned by Landlord in a manner that would allow Tenant to
conduct the  operations  authorized by such license.  Such  accommodation  is to be on a temporary  basis,
and  Tenant  agrees to obtain in a prompt  manner  all grain  licenses  necessary  for it to  conduct  its
business.

ARTICLE II -
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                                                 TERM AND RENEWALS

2.01     Term.  The basic term (the  "Basic  Term") of this Lease  shall  commence as of the date hereof and end on
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June 30, 2006.  The term "Lease  Year," as used herein means each period  during the term of this Lease  commencing
on July 1 of a year and ending on the  following  June 30 of said  year;  provided  that the first  Lease Year will
mean the period beginning on the date hereof and ending on June 30, 2002.

2.02     Option to Renew.  The Tenant is hereby  granted four (4) separate  options to renew the Basic Term of this
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Lease,  each  option  period to be for five (5) years.  Tenant's  occupancy  of the  Leased  Premises  during  such
renewal  periods shall be on the same terms and conditions as the Basic Term hereof,  and it shall not be necessary
for  Landlord  and Tenant to execute a renewal  lease or any other  document to evidence  such  renewal.  If one or
more of such options are  exercised,  each renewal term shall  commence  immediately on the expiration of the prior
term.  Tenant may  exercise  such  options by giving  written  notice  thereof to  Landlord at least six (6) months
prior to the termination of the then current term of this Lease,  provided that Tenant is not in default  hereunder
at the  time  any such  notice  of  extension  is  given.  The  options,  if  exercised,  shall  each be  exercised
successively.  In the event  Tenant  exercises  its right to extend  the term of this Lease for the four (4) option
periods set forth  above,  and Tenant  makes a bona fide offer to  Landlord  to purchase  all or part of the Leased
Premises no later than 180 days prior to the  expiration of the fourth (4th)  renewed  term,  and Landlord does not
accept such offer,  then Tenant  shall have the right to renew the term of this Lease for one  additional  five (5)
year period for the Leased Premises that were the subject of the bona fide offer.

2.03     Option to Terminate.  In the event of three (3)  consecutive  Lease Years,  with a Loss from the operation
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of the Leased  Premises in each such Lease Year,  either  Landlord or Tenant may terminate  this Lease by providing
written  notice to the other  party no later  than  ninety  (90) days  following  the end of the third of the three
consecutive  Lease Years for which Losses  occurred,  which  termination  shall be  effective  six (6) months after
receipt of the termination notice.

         2.04     Purchase Option.  (a)     Tenant  shall  have the  option to  purchase  all or part of the Leased
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Premises in the event Landlord elects to sell or otherwise  transfer or dispose of, directly or indirectly,  all or
part of the Leased  Premises to a third party.  Tenant's  option to purchase shall be exercised,  if at all, within
ninety  (90) days  after  Landlord  gives  Tenant  notice  that it has  elected  to sell all or part of the  Leased
Premises.  The option to purchase set forth above shall expire upon the first  anniversary of the expiration of the
Basic Term and the  nonrenewal of a renewal term or, if the term is renewed,  upon the expiration of a renewal term
and nonrenewal of the term at the time of such  expiration.  The purchase  option may be exercised by Tenant at any
time  during the period that this Lease is in effect but only in the event  Landlord  elects to sell all or part of
the Lease Premises to a third party during such term.

(b)      In the event  Tenant  exercises  its purchase  option  pursuant to (a) above,  the purchase  price for the
         Leased  Premises  shall be the  higher of (i)  eighty  percent  of the book  value of the  Leased
         Premises  (excluding the book value of any improvements,  alterations and additions to the Leased
         Premises  made by  Tenant),  and (ii)  eighty  percent  of the fair  market  value of the  Leased
         Premises  (excluding the fair market value of any improvements,  alterations and additions to the
         Leased  Premises  made by  Tenant).  In  determining  the  applicable  purchase  price under this
         Section 2.04(b),  appraisals shall be made by three appraisers,  one each appointed by Tenant and
         Landlord (the "Appointed  Appraisers"),  and the third (the "Independent  Appraiser")  designated
         by mutual  agreement  of the  Appointed  Appraisers.  The fair market  value for purposes of this
         Section  2.04(b),  shall be the average of the fair market value  determined  by the  Independent
         Appraiser  and the fair market value in the aggregate of all the  Facilities  which is determined
         by the Appointed  Appraiser next nearest to that of the  Independent  Appraiser,  such appraisals
         to be completed not less than forty-five (45) days prior to the closing date.

(c)      In the event the purchase  option set forth in Section 2.04(a) is exercised,  the closing,  subject to the
         other  provisions  of this  Section  2.04,  shall  take  place at a time and  place  fixed by the
         written notice of exercise.

(d)      In the event the purchase  option set forth in Section  2.04(a) is exercised,  Tenant shall receive,  upon
         payment of the applicable  purchase price,  Landlord's  general warranty deed (or equivalent deed
         or deeds)  sufficient  to convey  good,  valid and  marketable  title to the Leased  Premises  to
         Tenant,  free and  clear of all  liens,  claims  and  encumbrances  which  either  (i)  secure an
         obligation for borrowed  money created by Landlord or an affiliate of Landlord,  (ii) result from
         the failure of Landlord or an  affiliate  of Landlord to pay any amounts  which  Landlord or such
         affiliate  is  obligated  to pay, or (iii) were  created or suffered to be created by Landlord or
         its affiliate and which adversely  affect,  to any material extent,  the usefulness of the Leased
         Premises,  provided that in any such instance  Tenant shall have specified its objections to such
         lien,  claim,  encumbrance or defect by notice given to Landlord  prior to the closing,  in which
         event the closing  shall be extended for a reasonable  period of time to permit  Landlord to cure
         such objections.

(e)      Landlord shall pay for all documentary  stamps for deeds and other instruments of conveyance,  real estate
         excise or transfer  taxes.  Tenant shall pay for the cost of filing or  recording  such deeds and
         other instruments.

ARTICLE III -
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                                                       RENT

3.01     Basic Rent.  Landlord  reserves and Tenant  covenants  and agrees to pay to Landlord  with respect to each
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Lease Year during the Basic Term and during any Renewal Term basic rent ("Basic Rent") as follows:

(a)      For each of the Direct  Leased  Premises,  an amount  equal to the  aggregate  Impositions  (as defined in
         Section  5.01 of this Lease) and  depreciation  (in  accordance  with the  depreciation  schedule
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         incorporated  into Exhibit  A-2) with respect to such Direct Lease  Premises for each Lease Year;
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         provided,  however,  that with respect to any Lease Year that does not coincide with the calendar
         or fiscal  year with  respect to which such Taxes or  depreciation  relates,  the amount  payable
         under this  Subsection  (a) shall be prorated based on the period of such calendar or fiscal year
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         occurring  during such Lease Year. (It is acknowledged  that Tenant's  payment of the Impositions
         directly to the appropriate  authority discharges Tenant's payment  responsibility  pertaining to
         such Impositions hereunder).

(b)      For each of the Subleased  Premises,  an amount equal to the aggregate  amounts  payable by Landlord under
         the Prime Lease  respecting such Subleased  Premises,  plus  amortization (in accordance with the
         amortization  schedule  incorporated  into Exhibit A-4) for the  leasehold  improvements  of such
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         Subleased Premises for each Lease Year;  provided,  however,  that with respect to any Lease Year
         that does not  coincide  with the year or other  period  with  respect to which such  payments or
         amortization  relates,  the amount  payable under this  Subsection (b) shall be prorated based on
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         the period of such calendar or fiscal year occurring during such Lease Year.

         Basic Rent shall be adjusted in accordance  with changes in  depreciation  and  amortization,  Impositions
and  amount  payable by  Landlord  under the Prime  Lease.  All Basic Rent  shall be due and  payable  annually  in
advance during the term of this Lease on the first day of each Lease Year without  demand or setoff;  provided that
Tenant shall be entitled to set off Landlord's portion of any Loss against Basic Rent due and payable.

3.02     Payments.  All  payments  hereunder  by one party to the other shall be made as the same shall  become due
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in lawful  money of the United  States of America at the address  specified in Section  18.01 of this Lease,  or to
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such other party or at such other address as  hereinafter  may be designated by the party  entitled to such payment
by written  notice  delivered  to the other party at least ten (10) days prior to the next ensuing  rental  payment
date.

3.03     No  Abatement.  No  abatement,  diminution or reduction of rent,  charges or other  compensation  shall be
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claimed  by or  allowed  to  Tenant,  or any  persons  claiming  under it,  under any  circumstances,  whether  for
inconvenience,  discomfort,  interruption  of  business,  or  otherwise,  arising  from the making of  alterations,
changes,  additions,  improvements  or repairs to any  buildings  now on or which may  hereafter  be erected on the
Leased  Premises,  by virtue or  because of any  present or future  governmental  laws,  ordinances,  requirements,
orders,  directions,  rules or regulations or by virtue or arising from, and during,  the restoration of the Leased
Premises  after the  destruction  or damage  thereof  by fire or other  cause or the  taking or  condemnation  of a
portion  only of the Leased  Premises or arising  from any other  cause or reason,  except as  otherwise  expressly
provided herein.

3.04     Additional  Rent.  Tenant shall pay as "Additional  Rent" all payments of whatever  nature which Tenant is
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obligated to pay or assume under the provisions of this Lease.

         Rent;  Variable Rent;  Profit and Loss.  If, at the end of any Lease Year,  there has been Profit from the
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operation of the Leased  Premises for such period,  Tenant shall within  forty-five (45) days after the end of such
period,  pay to Landlord an amount equal to fifty  percent  (50%) of the Profit  arising from the  operation of the
Leased  Premises for such  period.  If, at the end of any Lease Year,  there has been a Loss from the  operation of
the Leased Premises for such period,  Landlord shall within forty-five (45) days after the end of such period,  pay
to Tenant an amount equal to fifty  percent  (50%) of the Loss arising  from the  operation of the Leased  Premises
for such period.

         Tenant  shall,  at all times,  keep  complete,  separate  and  accurate  records and books of account with
respect to Profits and Losses  arising from the operation of the Leased  Premises.  Tenant shall  maintain  monthly
and annual financial  statements with respect to its operation of the Leased Premises,  fairly  reflecting  Revenue
and Expenses  with respect to such  operations  and shall  provide  Landlord  copies of such  statements as soon as
reasonably  practicable.  At any time during Tenant's normal business hours,  Landlord or its representative  shall
have the right to inspect  those books and records of Tenant which relate to Profits and Losses from the  operation
of the Leased  Premises;  provided,  however,  neither  Landlord  not its  representatives  shall have any right to
inspect any books or records of Tenant which are not directly  related to the  operation of the Leased  Premises or
which relate to any other business engaged in or conducted by any affiliate of Tenant;  and further provided,  that
Landlord  and  its  representatives  shall  not  unreasonably  interfere  with  Tenant's  operation  of the  Leased
Premises.  For  purposes  hereof,  (i)  "Profits"  shall  mean,  if  Revenue is greater  than  Expense,  the amount
remaining  after  subtracting  Expense from Revenue;  (ii) "Losses" shall mean, if Expense is greater than Revenue,
the amount  remaining  after  subtracting  Revenue from Expense;  (iii)  "Revenue" shall have the meaning set forth
below; and (iv) "Expense" shall have the meaning set forth below.

3.05     Total  Rent.  The term  "Total  Rent,"  as used  herein,  means the  total  amount  of all Basic  Rent and
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Additional Rent payable by Tenant pursuant to the terms of this Lease.

         3.06     Definition of Revenue and Expenses.
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                  (a)      Revenue, including hedging gains and losses, and Expenses will be determined in
accordance with generally accepted accounting principles.

                  (b)      Expenses shall include the Basic Rent under subsections 3.01 (a) and (b) of the Lease.

                  (c)      Expenses shall not include any provision for Federal, state or local income taxes.

                  (d)      Expenses shall include a reasonable charge for  administrative  services provided by ADM
or ADM affiliates to  ADM/Farmland,  Inc.  Charges for such services shall not exceed the charges  allocated by ADM
to any  other  ADM  affiliate  for  comparable  services.  Such  services  will  consist  of the  following:  human
resources,  accounts payable,  payroll,  accounts receivable,  credit,  safety,  environmental,  finance,  position
accounting,  settlement accounting,  general accounting,  audit, legal, maintenance services,  information systems,
letters of credit,  insurance  and ad valorum  taxes.  Initially,  the charge for such  services is estimated to be
$.0075 per bushel marketed.

                  (e)      Expenses shall include interest.  ADM will provide all financing for ADM/Farmland,
Inc. at an interest rate equal to Libor plus 210 basis points.

                  (f)      In the event of any dispute  between  the  parties  respecting  the  calculation  of Net
Profit,  the parties  shall  refer such  dispute to the  Advisory  Board for  resolution.  If,  after 30 days,  the
Advisory Board has not resolved such dispute,  then the parties shall agree upon an independent  public  accounting
firm to resolve such dispute,  and if they cannot reach  agreement as to such firm within 15 days after such 30-day
period, the dispute will be resolved by Arthur Anderson.

ARTICLE IV -
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                                                 USE AND OCCUPANCY

4.01     Use of Leased  Premises.  Subject to the  provisions of this  Article,  Tenant shall have the right to use
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the Leased  Premises  only and  exclusively  for  storage  and  handling  of grain and grain  products  and related
purposes  and for such other  purposes,  if any,  as may be approved in writing by  Landlord.  Not less  frequently
than quarterly  during the Basic Term and any renewal term,  Landlord and Tenant shall meet as an Advisory Board to
discuss the  operation of the Leased  Premises,  the financial  results  thereof,  the prospects  therefor and such
other  matters as the parties  deem  appropriate.  Tenant  shall inform the  Advisory  Board of all  strategic  and
business plans, projections and information relating to the Leased Facilities and their future operation.

4.02     Compliance  with Laws.  Tenant  shall  comply with,  and make all  alterations,  changes or repairs to the
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Leased  Premises  (structural  or  otherwise)  required  by,  and will at all  times  use the  Leased  Premises  in
conformance with, any and all statutes, laws, ordinances,  orders, judgments, decrees, regulations,  directions and
requirements  of all federal,  state,  local and other  governments or governmental  authorities,  now or hereafter
applicable  to the Leased  Premises or to any public ways  adjoining the Leased  Premises or Tenant's  business and
operations thereon,  specifically including,  without limitation, any laws, statutes,  ordinances,  requirements or
regulations  respecting  grain  storage  safety,  dust  control,  occupational  safety  and  health,  environmental
protection  and toxic  waste or  hazardous  substances  handling,  treatment,  storage or  disposal.  Additionally,
Tenant  will  comply  with and make all  alterations,  changes or repairs to the  Leased  Premises  (structural  or
otherwise)  which are required by any insurers.  Subject to the provisions of Article IX hereof,  all  alterations,
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changes or repairs  made  pursuant to this  Article IV shall be deemed a part of the Leased  Premises  and the sole
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property  of  Landlord,  and Tenant  shall not have any right to remove any such  alterations,  changes or repairs.
Promptly upon receipt by Tenant of any notices,  complaints,  assessments  or reports with respect to the condition
or safety of the Leased  Premises from any  governmental  authority or any insurer,  Tenant shall provide a copy of
such notice, complaint, assessment or report to Landlord.

4.03     Tenant shall have the right to cease operations at any time with respect to any of the Leased Premises;
provided that Tenant shall continue to pay Basic Rent and perform on-going maintenance, including compliance with
4.02 above, with respect to any such Leased Premises, on the terms and conditions set forth herein, and further
provided that Tenant shall consult with the Advisory Board before exercising the right to cease operations.

4.04       Operating Covenants.
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                  (a)      Without the express approval of the Advisory Board, Tenant and ADM agree that Tenant
will not materially expand the scope of its business conducted through the operation of the Facilities.

                  (b)      ADM agrees to cause Tenant to operate Tenant's business, and Tenant agrees to operate
its business, in a prudent manner and in a manner intended to maximize Net Profit.

                  (c)      ADM agrees that during the term of this Lease, ADM and its Affiliates shall not
acquire any facilities that compete in the grain elevator or grain handling business in the trade territory of
Tenant without first giving Tenant the opportunity to acquire such facility.  This restriction shall not apply to
grain elevator and grain handling assets that are incidental to grain processing operations.  For purposes of
this provision, "trade territory" shall be defined as the area within a fifty (50) mile radius of any of the
Leased Premises.

                  (d)      ADM agrees that it will, directly or indirectly (a) cause Tenant to operate the
Facilities and the related grain business in a manner substantially the same as ADM operates its other grain
elevator and grain handling businesses, (b) not divert revenues from the Tenant that would, in the normal course
of business, have been revenues earned by or available to Tenant, and (c) not divert or allocate costs or
expenses to the Tenant that would, in the normal course of business, have been costs or expenses of ADM or its
Affiliates.

                  (e)      ADM and Tenant agree that any transaction between Tenant and ADM or between Tenant and
any Affiliate of ADM shall be on terms that are "arm's length".

(f)      Under the Agreement, Tenant has agreed to be the assignee with respect to the following:

                           (i)      "Supply Agreement" dated June 11, 1999, by and between
Farmland Industries, Inc. and Frito Lay, Inc.;

(ii)     "Elevator Storage Lease", dated May 13, 1998, by and between Farmland Industries, Inc. and Country Home
                                    Milling, L.P.; and

                  (g)      Rail Car Leases.  Landlord is the lessee under the railroad  care leases  identified  on
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Schedule  4.04(f)  attached  hereto (the "Rail Car Leases").  Landlord agrees that Tenant shall have the sole right
to use the grain hoppers and other  railroad cars (the "Rail Cars") that are leased by Landlord  under the Rail Car
Leases  and  Tenant  agrees  to use the Rail  Cars in  conjunction  with the grain  handling  and grain  businesses
conducted  at the  Facilitates.  Except  for the  obligation  to make  lease  rental  payments,  Tenant  agrees  to
discharge  and perform all of  Landlord's  duties and  obligations  as lessee under the Rail Car Leases as and when
required by the Rail Car Leases.  Landlord shall  continue to be  responsible  for all lease rentals under the Rail
Car Leases,  and Tenant shall pay to Landlord for the usage of the Rail Cars  contemplated  herein and amount equal
to the then Market Rate (as  hereafter  defined) for the type of Rail Car being used.  Such usage  payment shall be
made by Tenant to  Landlord at the same time  periodic  lease  rental  payments  are  required to be made under the
applicable Rail Car Lease.  Landlord and Tenant shall each be responsible  for 50% of the excess mileage  surcharge
pertaining  to pool car usage for the year 2002.  Tenant  shall be  responsible  for the excess  mileage  surcharge
pertaining  to pool car usage after the year 2002 and during the term hereof.  As used herein,  "Market Rate" shall
mean the lease rental rate for a particular  type of railroad car (taking into account  whether or not the lease is
full service or not) as determined by averaging the quotes  obtained from two vendors  acceptable to Landlord.  The
Market  Rate on the date hereof is set forth on Schedule  4.04(f)  hereto.  The Market Rate shall be adjusted as of
[July 1] of each year  during the term hereof and such  Market  Rate shall be used for the 12 months  beginning  on
such [July 1].  Landlord  and Tenant  agree that the  foregoing  provisions  are solely for the benefit of Landlord
and  Tenant  and not for the  benefit  of any  lessor  under  the Rail Car  Leases or of any  other  person,  firm,
corporation  or  entity.  Landlord  shall not renew any Rail Car  Leases  without  the  prior  written  consent  of
Tenant.  Landlord  may cancel or amend any Rail Car Lease  without  prior  written  consent  of  Tenant;  provided,
however, Landlord will give Tenant sixty (60) days prior written notice of any such cancellation.


ARTICLE V -
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                                                    IMPOSITIONS

5.01     Impositions.  Tenant  shall  bear,  pay and  discharge,  before  the  delinquency  thereof,  all taxes and
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assessments,  general and special, if any, which may be lawfully taxed, charged,  levied,  assessed or imposed upon
or against or be payable for or in respect of the Leased  Premises  or any part  thereof,  or Tenant's  interest in
the Leased  Premises  under this Lease,  or Tenant's  interest in the Leased  Premises,  with respect to any period
during the term of this Lease including any new lawful taxes and  assessments  not of the kind enumerated  above to
the extent  that the same are made,  levied or  assessed  in lieu of or in  addition  to taxes or  assessments  now
customarily  levied  against  real or  personal  property,  and  further  including  all water  and sewer  charges,
assessments and other governmental charges and impositions  whatsoever,  foreseen or unforeseen,  which if not paid
when due would  encumber  Landlord's or Tenant's  title to the Leased  Premises (all of the foregoing  being herein
referred to as  "Impositions").  In the event any special  assessment  taxes are lawfully levied and assessed which
may be paid in  installments,  Tenant  shall be  required to pay only such  installments  thereof as become due and
payable during the life of this Lease as and when the same become due and payable;  provided,  however, that in the
case of any such  installment  that is payable with respect to an  assessment  period during which the term of this
Lease commences or terminates,  Tenant shall pay a proportionate  share of such  installment  prorated on the basis
of the date of such  commencement or termination.  Landlord shall,  promptly upon receipt of any and all government
statements,  charges  and bills  relating  to the  Impositions  referred  to in this  Section  5.01,  deliver  such
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statements, charges and bills to Tenant.

5.02     Receipted  Statements.  Within  thirty  (30)  days  after the last day for  payment,  without  penalty  or
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interest,  of an  Imposition  which Tenant is required to bear,  pay and  discharge  pursuant to the terms  hereof,
Tenant  shall  deliver to Landlord a copy of the  statement  issued  therefor  duly  receipted  to show the payment
thereof, or a copy of the payment by Tenant therefor certified as authentic by an officer of Tenant.

5.03     Contest of Impositions.  Tenant shall have the right,  in its or Landlord's  name, to contest the validity
         ----------------------
or amount of any  Imposition  which  Tenant is required to bear,  pay and  discharge  pursuant to the terms of this
Article by appropriate  legal  proceedings  instituted at least ten (10) days before the  Imposition  complained of
becomes delinquent if, and provided,  Tenant,  before  instituting any such contest,  gives Landlord written notice
of its intention so to do and, if requested by Landlord,  deposits with Landlord a bond in favor of Landlord  (with
a surety  acceptable  to  Landlord)  in a penal sum at least 125% of the  amount of the  Imposition  so  contested,
conditioned on the payment,  if so adjudged,  of the contested  Imposition,  and if, and provided  further,  Tenant
diligently  prosecutes any such contest,  at all times  effectively stays or prevents any official or judicial sale
therefor,  under  execution  or  otherwise,  and promptly  pays any final  judgment  enforcing  the  Imposition  so
contested and thereafter  promptly  procures  record release or  satisfaction  thereof.  Tenant shall hold Landlord
whole and harmless from any costs and expenses Landlord may incur related to any such contest.

ARTICLE VI -
- ------------------

                                                     INSURANCE

6.01     Property  Insurance.  Tenant shall,  throughout the life of this Lease, at Tenant's sole cost and expense,
         -------------------
keep the Leased Premises and all parts thereof  constantly  insured,  by such insurance company or companies as may
be reasonably  approved by Landlord,  in an amount equal to the full replacement  value thereof,  with a deductible
not to exceed  $100,000.  Notwithstanding  the previous  sentence,  except for those  Subleased  Premises where the
terms of Landlord's lease of such Subleased  Premises requires the amount of property  insurance to be equal to the
full  replacement  value thereof,  Tenant may, at Tenant's sole cost and expense,  keep the Leased Premises and all
parts  thereof  constantly  insured,  by such  insurance  company or  companies  as may be  reasonably  approved by
Landlord,  in an amount equal to the actual cash value thereof plus the cost of  demolition,  with a deductible not
to exceed  $100,000.  The policy or policies  shall be in the form of an  "all-risk"  extended  coverage  insurance
policy.  The term "full replacement  value," as used herein,  shall mean the full actual repair and/or  replacement
cost and such "full  replacement  value" shall be determined from time to time at the request of Landlord or Tenant
but not more  frequently  than once every  twenty-four  (24) months by an  appraiser  or  appraisal  company or the
insurer,  to be selected and paid by Tenant,  subject to  Landlord's  reasonable  approval.  Concurrently  with the
execution  of this  Lease and  thereafter  not less than  ninety  (90) days  prior to the  expiration  dates of the
expiring policies,  originals or certificates of the policies provided for in this Article,  each bearing notations
evidencing  payment of the premiums or other evidence of such payment  reasonably  satisfactory to Landlord,  shall
be  delivered  by Tenant to  Landlord.  All  policies  of such  insurance,  and all  renewals  thereof,  shall name
Landlord,  Tenant and Landlord's  Mortgagee (as hereinafter  defined) as insureds as their respective interests may
appear in such manner as Landlord may reasonably require and as Landlord's  Mortgagee may require,  shall contain a
provision that such insurance  shall not terminate  (whether by lapse,  cancellation or otherwise) or be amended in
any manner  without at least ninety (90) days'  written  notice to Landlord,  Tenant and  Landlord's  Mortgagee and
shall be payable to, or to the order of, Tenant,  Landlord and Landlord's Mortgagee,  as their respective interests
may appear.  The proceeds of such policies shall be used and applied in the manner set forth in Article XV hereof.
                                                                                                ----------

6.02     Public Liability  Insurance;  Auto Insurance;  Workers  Compensation.  Tenant further covenants and agrees
         ---------------------------------------------------------------------
to maintain at all times during the life of this Lease  comprehensive  general  public  liability  insurance  under
which  Tenant  shall be named as  insured  and  Landlord  and  Landlord's  Mortgagee  shall be named as  additional
insureds with respect to the Leased Premises,  properly  protecting and  indemnifying  Landlord and such Landlord's
Mortgagee in an amount not less than $5,000,000  combined single limit coverage,  or such greater amounts as may be
required from time to time by Landlord.  Such public  liability  insurance  shall  include a contractual  liability
endorsement  and the form of such policies  shall be subject to  Landlord's  reasonable  approval.  The policies of
the  insurance  described  above shall contain a provision  that such  insurance  shall not  terminate  (whether by
lapse,  cancellation  or otherwise) or be amended in any manner without at least ninety (90) days' advance  written
notice to Landlord and Tenant.  Such policies or copies or certificates thereof shall be furnished to Landlord.

         Tenant  further  covenants  and agrees to  maintain at all times  during the life of this Lease  insurance
providing  coverage for all losses  whatsoever  arising from the  ownership,  maintenance,  operation or use of any
automobile,  truck or other motor vehicle under which Tenant shall be named as insured and Landlord and  Landlord's
mortgagee  shall be named as  additional  insureds with respect to the Leased  Premises,  properly  protecting  and
indemnifying  Landlord and such Landlord's  mortgagee in an amount not less than  $2,000,000  combined single limit
coverage, or such greater amounts as may be required from time to time by Landlord.

         Tenant  further  covenants  and agrees to  maintain  at all times  during  the life of this lease  workers
compensation  insurance (in the statutory amount) and Employer's  Liability  insurance with limits of not less than
$1,000,000 per  occurrence,  covering all persons  employed in connection with any work done on or about the Leased
Premises  or  improvements  thereon  with  respect to which  claims for bodily  injury or death  could be  asserted
against  Farmland or the Leased  Premises.  The  policy(ies)  for all such insurance shall be endorsed to waive the
insurer's  right to subrogate  against  Farmland.  Tenant will required that any contractor  conducting work on the
Leased Premises be covered by Worker's Compensation insurance in accordance with the requirements set forth above.

6.03     Indemnity  by Tenant.  Tenant  shall  indemnify,  protect,  defend  and save  Landlord  harmless  from and
         --------------------
against any and all claims,  demands,  liabilities,  losses and costs,  including attorneys' fees, arising from (a)
damage or injury,  actual or claimed,  of  whatsoever  kind or  character,  to property  or persons,  occurring  or
allegedly  occurring in, on or about the Leased  Premises or with respect to any of the  operations  and activities
occurring  or  allegedly  occurring  in, on or about the Leased  Premises  during the term of this  Lease,  (b) any
breach by Tenant of any of the covenants and  agreements set forth herein or any default by Tenant  hereunder,  (c)
any "release" (as defined in 42 U.S.C.ss.9601(22)) or threat of a "release",  actual or alleged,  of any "hazardous
substances"  (as defined in 42 U.S.C.ss.9601(14))  placed,  buried,  stored or disposed of upon or about the Leased
Premises  during the term of this Lease, or respecting any products or materials  located upon,  delivered to or in
transit to or from the Leased  Premises  during  the term of this  Lease,  regardless  of whether  such  release or
threat  of a  release  or  alleged  release  or threat of a  release  occurs  as the  result of the  negligence  or
misconduct  of Tenant or any third  party or  otherwise,  or (d) any  violation  occurring  during the term of this
Lease,  actual  or  alleged,  of  any  law,  statute,   ordinance,  rule  or  regulation  of  any  governmental  or
quasi-governmental  authority,  specifically  including without  limitation any  environmental  protection or toxic
waste or  hazardous  substance  handling,  treatment,  storage or disposal  laws,  statutes,  ordinances,  rules or
regulations,  upon or about the Leased  Premises or respecting  any products or materials  hereafter  located upon,
delivered  to or in  transit to or from the Leased  Premises,  regardless  of  whether  such  violation  or alleged
violation  occurs as the result of the  negligence or misconduct of Tenant or any third party or otherwise,  except
for violations  directly caused by or contributed to Landlord or prior occupants of the Leased  Premises.  Tenant's
indemnity obligations hereunder shall not be limited by the amount of insurance required in Section 6.02.

6.04     Indemnity by Landlord.  Landlord  shall and covenants and agrees to  indemnify,  protect,  defend and save
         ---------------------
Tenant harmless from and against any and all claims, demands,  liabilities,  losses and costs, including attorneys'
fees,  arising  from (a) damage or injury,  actual or claimed,  of  whatsoever  kind or  character,  to property of
persons,  occurring  or  allegedly  occurring  in, on or about the Leased  Premises  or with  respect to any of the
operations and activities  occurring or allegedly  occurring in, on or about the Leased  premises prior to the date
hereof,  (b) any breach by Landlord  of any of the  covenants  and  agreements  set forth  herein or any default by
Landlord  hereunder,  (c) any "release" (as defined in 42 U.S.C.ss.m9601(22))  or threat of a "release",  actual or
alleged,  of any "hazardous  substances" (as defined in 42 U.S.C.ss.9601 (14)) placed,  buried,  stored or disposed
of upon or about the Leased  Premises  prior to the date of this Lease,  or  respecting  any  products or materials
located  upon,  delivered  to or in  transit  to or from the  Leased  Premises  prior  to the  date of this  Lease,
regardless of whether such release or threat of release or alleged  release  occurred as a result of the negligence
or  misconduct of Landlord or any third party or otherwise,  or (d) any  violation  occurring  prior to the date of
this  Lease,  actual or  alleged  ,of any law,  statute,  ordinance,  rule or  regulation  of any  governmental  or
quasi-governmental  authority,  specifically  including without  limitation any  environmental  protection or toxic
waste or  hazardous  substance  handling,  treatment,  storage or  disposal  laws,  statues,  ordinances,  rules or
regulations,  upon or above the Leased  Premises or respecting any products or materials  heretofore  located upon,
delivered  to or in  transit to or from the Leased  Premises,  regardless  of  whether  such  violation  or alleged
violation occurred as the result of the negligence or misconduct or Landlord or any third party or otherwise.

6.05     Insurance  During  Construction.  During the course of any  construction on or about the Leased  Premises,
         -------------------------------
Tenant shall  provide and maintain  builders'  all-risk  completed  value,  nonreporting  form  insurance,  in such
amounts,  with such companies,  upon such forms and containing such  endorsements as may be reasonably  approved by
Landlord,  which policies of insurance shall name Landlord and Landlord's  Mortgagee as additional insureds in such
manner as said parties may require.  Tenant shall also provide  labor and material  payment and  performance  bonds
with respect to any  construction on or about the Leased  Premises,  which bonds shall name Landlord and Landlord's
Mortgagee  as  co-obligees  in such manner as such  parties may  require.  The terms and form of such bonds and the
surety shall be subject to the reasonable prior approval of Landlord.

6.06     Waiver of Subrogation.  Tenant waives any right to recover against  Landlord and its directors,  officers,
         ---------------------
agents, employees,  subsidiaries and affiliates with respect to any damage or liability,  including but not limited
to damage or liability  attributable  to the  negligence  of Landlord or any of its  directors,  officers,  agents,
employees,  subsidiaries  or  affiliates,  to the extent such damage or  liability  either is within the  insurance
coverage  required  hereunder  or is covered by any other  insurance  that is  maintained  by or for the benefit of
Tenant,  and Tenant  shall  cause  each such  policy of  insurance  to include  an  endorsement  acknowledging  the
insurer's  waiver of its right of subrogation  against  Landlord and its  directors,  officers,  agents,  employees
subsidiaries  and  affiliates.  The  provisions  of this  Section  shall  control  over  anything  to the  contrary
contained in this Lease.

ARTICLE VII -
- ------------------

                                              ASSIGNMENT AND SUBLEASE

7.01     Assignment  and  Sublease.  Tenant will not (a) assign,  mortgage,  pledge,  sell,  or in any other manner
         -------------------------
transfer,  convey or dispose of this Lease or any interest therein or part thereof, whether voluntary,  involuntary
or by operation of law, or (b) sublet or sublicense all or any part of the Leased  Premises,  without  obtaining in
each case the prior written consent thereto of Landlord.  No assignment,  mortgage,  pledge,  sale, other transfer,
conveyance  or  disposition,  sublicense  or  sublease  shall  release  or  discharge  Tenant  from its  duties and
obligations  under this Lease.  Any consent by  Landlord to any of the  aforesaid  acts shall be held to apply only
to the specific  transaction thereby authorized;  such consent shall not be construed as a waiver or release of the
duty of Tenant,  or the  successors or assigns of Tenant,  to obtain from Landlord  consent to any other such acts.
The transfer at any time during the term of this Lease of a  cumulative  total of more than 49% of the voting stock
of Tenant or any other  transfer  (cumulative  or  otherwise)  of any stock,  stock  rights,  warrants or any other
interest  in Tenant  which  operates  as or results in a change of control of Tenant  whether by sale,  assignment,
gift or any other manner  (including  without  limitation  any  involuntary  transfers or transfers by operation of
law), shall,  unless made with Landlord's prior consent,  be deemed an unauthorized  assignment of this Lease and a
default by Tenant under this Lease.

ARTICLE VIII -
- ------------------

                                              REPAIRS AND MAINTENANCE

8.01     Repairs and  Maintenance.  Tenant  agrees that it will during the life of this Lease keep and maintain the
         ------------------------
Leased  Premises and all parts thereof and all machinery or equipment  which is a part of or is in, on or about the
Leased  Premises  clean,  safe and  operational and in as good a condition and state of repair as the same shall be
on the date hereof,  ordinary wear and tear excepted,  making such repairs or  replacements  as may be necessary or
appropriate  from time to time,  even if  compliance  with such  covenant  requires  Tenant to make  structural  or
mechanical  alterations,  additions or  improvements  to the Leased  Premises or any part thereof,  and that Tenant
shall,  during the term  hereof,  keep the Leased  Premises  and all parts  thereof  free from  filth,  nuisance or
conditions  unreasonably  increasing  the  danger of fire or  explosion.  Except to the extent  provided  for under
Section 9.02,  Landlord shall not be responsible for any repairs,  maintenance or replacements  needed with respect
- ------------
to the Leased Premises.

8.02     Removal of Machinery and Equipment.  Except as may be required in the ordinary and usual  maintenance  and
         ----------------------------------
operation of the Leased Premises,  Tenant shall not have the right,  without  Landlord's prior written consent,  to
remove from the Leased Premises and sell or otherwise  dispose of any machinery and equipment  which  constitutes a
part of the Leased  Premises or which is in, on or about the Leased Premises  without  replacing such machinery and
equipment  with  substitute  machinery and equipment  capable of performing  the same function as the machinery and
equipment  removed with equal efficacy.  If Landlord  consents to any such removal,  Tenant shall pay all the costs
and  expenses  of any and all such  removal  and shall  immediately  repair at its expense all damage to the Leased
Premises  caused  thereby.  Any and all machinery  and  equipment of whatever  nature placed on or about the Leased
Premises  pursuant to the  provisions of this Article shall be and become part of the Leased  Premises,  and Tenant
shall not have the right,  upon any  termination  of this Lease,  by lapse of time or  otherwise,  to remove any of
such  machinery  and  equipment.  Tenant's  rights to remove or replace any  machinery or equipment is and shall be
subject to the other terms and provisions of this Lease.

ARTICLE IX -
- ------------------

                                                    ALTERATIONS

9.01     Alteration  of Leased  Premises or  Improvements.  Subject to Section  9.02,  Tenant shall have the right,
         ------------------------------------------------
without  Landlord's  prior written  consent,  to make  additions,  changes or alterations in and to any part of the
Leased Premises.  All additions,  changes or alterations  made by Tenant shall (a) be made in a workmanlike  manner
and in strict compliance with all applicable statutes,  laws, ordinances,  rules,  regulations and requirements and
the  requirements,  rules and  regulations  of all  insurers  under the policies  required to be carried  under the
provisions of this Lease,  (b) shall not adversely  affect the  structural  integrity of the Leased  Premises,  (c)
shall not adversely  affect the efficacy of the Leased  Premises,  (d) shall not adversely  affect the value of the
Leased  Premises,  and (e) when  commenced,  be prosecuted to completion  with due  diligence.  With respect to any
such addition,  change or alteration that would be capitalized under generally accepted accounting principles,  (i)
depreciation  or  amortization  of the cost of such addition,  change or  alternation  shall be an Expense item for
purposes of Section 3.06,  and (ii) upon  expiration or other  termination of this Lease (other than for default by
Tenant),  and provided Tenant has paid all Rent and performed all of Tenant's other  obligations  under this Lease,
Landlord shall reimburse Tenant for the underpreciated  cost of such addition,  change or alteration as of the date
of such expiration or termination.

9.02     Capital  Repairs,  Alterations or Improvements.  Notwithstanding  anything to the contrary in Article VIII
         ----------------------------------------------                                                ------------
or Section 9.01 of this Lease,  in the event that Tenant  desires to make any repair,  alteration or improvement to
   ------------
the  Leased  Premises  costing  in excess of  $500,000  and that  would be  capitalized  under  generally  excepted
accounting  principles  (a "Capital  Improvement"),  Tenant  shall  request  that  Landlord  approve  such  Capital
Improvement  in writing in  accordance  the  provisions  of this  Section.  Any request by Tenant  pursuant to this
Section  shall be in writing and shall  describe  the  justification  for, and the nature and cost of, such Capital
Improvement and shall include a proposed  schedule for the  depreciation  of the cost of such Capital  Improvement.
The depreciation or amortization of the cost of such Capital  Improvement  shall be an Expense item for purposes of
Section 3.06.  Landlord shall reply in writing to Tenant's  request  within thirty (30) days of Landlords'  receipt
of such request.  If Landlord  fails to reply within such thirty (30) day period,  Landlord shall be deemed to have
consented to such Capital  Improvement.  If Landlord does not consent to a Capital  Improvement  that is reasonably
necessary to make a Leased Facility  structurally  sound,  safe for employees,  operationally  viable, or to comply
with legal  requirements,  Tenant may  terminate  this Lease with respect to such Leased  Facility on not less than
thirty  (30) days  written  notice to  Landlord.  In the event that  Landlord  gives its  written  approval to such
Capital  Improvement  and Tenant  thereafter  makes such Capital  Improvement,  then,  at the  expiration  or other
termination  of this Lease  (other  than for  default by Tenant),  and  provided  that Tenant has paid all Rent and
performed  all  of  Tenant's  other  obligations  under  this  Lease,  Landlord  shall  reimburse  Tenant  for  the
undepreciated  cost of such Capital  Improvement  as of the date of such  expiration or  termination  in accordance
with the approved depreciation schedule.

ARTICLE X -
- ------------------

                                                      PERMITS

10.01    Securing of Permits  and  Authorizations.  Tenant  shall not do or permit  others  under its control to do
         ----------------------------------------
any material work in or about the Leased  Premises,  or related to any material  repair,  rebuilding,  restoration,
replacement,  alteration  of or addition to the Leased  Premises,  or any part  thereof,  unless  Tenant shall have
first procured and paid for all requisite municipal and other governmental permits and authorizations.

ARTICLE XI -
- ------------------

                                                 MECHANICS' LIENS

11.01    Mechanics'  Liens.  Tenant shall not do or suffer  anything to be done whereby the Leased  Premises or any
         -----------------
part  thereof may be  encumbered  by any  mechanics,  or other  similar  lien and if,  whenever and as often as any
mechanics,  or other  similar lien is filed against the Leased  Premises or any part thereof,  purporting to be for
or on account of any labor,  materials  or services  furnished in  connection  with any work in or about the Leased
Premises done by, for or under the authority  Tenant or anyone  claiming by, through or under Tenant,  Tenant shall
discharge  the same of record  within  thirty  (30) days  after the date of  filing.  Notice is hereby  given  that
Landlord  does not  authorize or consent to and shall not be liable for any labor or materials  furnished to Tenant
or anyone  claiming by, through or under Tenant upon credit,  and that no mechanics,  or other similar lien for any
such labor,  services or materials  shall attach to or affect the  reversionary  or other estate of Landlord in and
to the Leased Premises or any part thereof.

11.02    Contest of Lien.  Tenant,  notwithstanding  the above, shall have the right to contest any such mechanics,
         ---------------
or other  similar lien if within said thirty (30) day period  stated  above it notifies  Landlord in writing of its
intention  so to do and, if  requested  by Landlord,  deposits  with  Landlord a bond in favor of Landlord,  with a
surety  company  acceptable  to  Landlord,  in the  total  sum  equal to 125% of the  amount  of the lien  claim so
contested,  indemnifying  and protecting  Landlord and Landlord's  Mortgagee from and against any liability,  loss,
damage,  cost and expense of whatever kind or nature  growing out of or in any way connected with said lien and the
contest  thereof,  and  if,  and  provided  further,  Tenant  diligently  prosecutes  such  contest,  at all  times
effectively  stays or prevents  any  official  or  judicial  sale of the Leased  Premises,  or any part  thereof or
interest therein,  under execution or otherwise,  and pays or otherwise  satisfies any final judgment  adjudging or
enforcing such contested lien claim and thereafter promptly procures record release or satisfaction thereof.

ARTICLE XII -
- ------------------

                                                     UTILITIES

12.01    Utilities.  All utilities and utility  services used by Tenant in, on or about the Leased  Premises  shall
         ---------
be paid for by Tenant and shall be contracted  for by Tenant in Tenant's own name,  and Tenant  shall,  at its sole
cost and expense, procure any and all permits, licenses or authorizations necessary in connection therewith.

ARTICLE XIII -
- ------------------

                                                 LANDLORD'S ACCESS

13.01    Access to Premises.  Landlord,  for itself and its duly authorized  representatives  and agents,  reserves
         ------------------
the right to enter the Leased  Premises  during the business  hours of Tenant,  on not less than  twenty-four  (24)
hours notice to Tenant (except in situations  reasonably deemed by Landlord to constitute  emergencies)  during the
life of this Lease for the purpose of (a) examining and inspecting  the same,  and (b) performing  such work in and
about the Leased  Premises made  necessary by reason of Tenant's  default under any of the provisions of this Lease
provided  that  Landlord  may not  perform any such work  unless it shall have given  notice  thereof to Tenant and
unless within thirty (30) days after the giving of such notice Tenant shall not have  commenced  such work or shall
not have proceeded  diligently to complete same, (c) showing the Leased  Premises to any  prospective  purchaser or
mortgagee of the Leased  Premises,  and (d) during the last one (1) year of the term hereof,  to exhibit the Leased
Premises to prospective  tenants or purchasers  thereof.  Landlord may,  during the progress of said work mentioned
in (b) above, keep and store on the Leased Premises all necessary materials,  supplies and equipment,  and Landlord
shall not be liable for any inconvenience,  annoyances,  disturbance,  loss of business or other damage suffered by
reason  of the  performance  of any  such  work or by the  storage  of  materials,  supplies  and  equipment  or by
Landlord's  exercise of any of its rights under this Lease.  In exercising  its rights  hereunder,  Landlord  shall
not unreasonably interfere with the operation of the Leased Premises.

ARTICLE XIV -
- ------------------

                                                  EMINENT DOMAIN

14.01    Eminent Domain as to All or a Substantial  Part of any Leased  Premises.  If during the life of this Lease
         -----------------------------------------------------------------------
title to all or a substantial  part of the Leased Premises  covered by any Memorandum of Lease (as  contemplated by
Section 20.20 of this Lease) be condemned by any authority  having the power of eminent  domain,  or transferred in
- -------------
lieu thereof,  this Lease shall  terminate with respect to such Leased  Premises on the date that possession of the
property  condemned or transferred  in lieu thereof is required to be  surrendered to the condemning  authority and
all rent with  respect  to such  Leased  Premises  shall be  apportioned  as of such date.  All awards or  payments
received from the  condemnation  (or transfer in lieu thereof) of title of all or a substantial  part of the Leased
Premises  (whether  made  entirely to Tenant or Landlord or partially to Landlord and partially to Tenant) shall be
apportioned  between  Landlord and Tenant and other parties in interest as provided in Section 14.05.  It is agreed
                                                                                       -------------
that a substantial  part of the Leased  Premises  shall be deemed taken if Tenant  reasonably  determines  that the
remaining  part of the Leased  Premises is not and cannot  reasonably  be made adequate to permit Tenant to operate
the Leased Premises in substantially the manner as the same was previously operated.

14.02    Eminent  Domain as to Less Than a  Substantial  Part.  If during the life of this Lease title to less than
         ----------------------------------------------------
a substantial  part of the Leased  Premises be condemned (or  transferred in lieu thereof) by any authority  having
the power of eminent  domain,  this Lease shall not be thereby  terminated  with respect to the Leased Premises and
neither the term nor any of the  obligations  of either  party under this Lease shall be reduced or affected in any
way;  provided that Tenant shall receive an annual credit toward Basic Rent in an amount equal to the  depreciation
which  would  have been  incurred  by  Landlord  for such years  with  respect  to the part of the Leased  Premises
condemned (or  transferred in lieu thereof).  All awards or payments  received from such  condemnation  of title to
less than a substantial  part of the Leased Premises or transfer in lieu thereof shall,  when received,  become the
absolute  property of  Landlord,  and Tenant  hereby  assigns and  transfers to Landlord any and all such awards or
payments and agrees that it shall not have any interest  therein.  Tenant agrees to promptly  repair or rebuild the
Leased  Premises to as nearly as possible the same  condition as prior to the taking.  Before  commencing  any such
repairing  or  rebuilding,  Tenant  shall  deliver to  Landlord  the plans for such work which  shall be subject to
Landlord's  written  approval,  which approval will not be  unreasonably  withheld.  After deducting all reasonable
attorneys'  fees and other costs  incurred by Landlord in  connection  with such  condemnation  or transfer in lieu
thereof,  the Landlord  shall  promptly  make an amount of  Landlord's  funds equal to the balance of the awards or
payments  received by it  available  for the purpose of  reimbursing  Tenant for all proper and bona fide costs and
expenses  respecting  such  repairing  and  rebuilding;  provided,  however,  Tenant  shall not be entitled to such
reimbursements  unless it has delivered to Landlord proof reasonably  satisfactory to Landlord (such proof to be as
required  pursuant to a  disbursing  agreement  to be entered  into by Landlord and Tenant) that (i) such costs and
expenses  for which  reimbursement  is  claimed  have  been  actually  paid by  Tenant  or are due to  contractors,
subcontractors,  laborers,  materialmen  or suppliers,  and (ii) the overall job is proceeding  satisfactorily.  If
the amount of Landlord's  funds available for such  reimbursement  as determined above shall be insufficient to pay
in full the cost of such  repairs  or  rebuilding,  Tenant  shall  nevertheless  proceed to  complete  the work and
provide and furnish all other moneys  necessary to complete  all such repairs or  rebuildings.  Landlord and Tenant
agree and acknowledge that the maximum amount which Landlord is required to pay in  reimbursement  for the costs of
repairing and rebuilding shall be the lesser of (A) the amount of Landlord's  funds available for  reimbursement as
determined  above, or (B) the actual cost of such repairing and  rebuilding.  Landlord shall have the right to make
any checks  payable  directly to any  contractor,  subcontractor,  laborer,  materialmen  or  supplier  directly or
jointly to Tenant or any or all of such parties as Landlord may elect.

14.03    Eminent  Domain as to Use.  If during  the life of this  Lease the use,  for a limited  period,  of all or
         -------------------------
part of the Leased  Premises be condemned by any authority  having the power of eminent  domain (or  transferred in
lieu  thereof),  this Lease shall not be thereby  terminated  and neither  the term nor any of the  obligations  of
either  party under this Lease shall be reduced or affected in any way. All awards or other  payments  received for
the condemnation  (or transfer in lieu thereof) during the life of this Lease of the use, for a limited period,  of
all or part of the Leased Premises,  whether by way of damages,  rent or otherwise,  shall,  when received,  become
the absolute  property of Landlord,  and Tenant hereby assigns and transfers to Landlord any and all such awards or
payments and agrees that it shall not have any  interest  therein;  provided  that the rent payable by Tenant shall
abate  during any such  period.  If the  condemnation  (or  transfer  in lieu  thereof)  of the use,  for a limited
period,  of all or part of the Leased  Premises shall end before the  termination of the term,  Tenant shall,  upon
being restored to possession,  restore the Leased  Premises as nearly as may be possible to the condition  existing
immediately prior to such condemnation or transfer in lieu thereof.

14.04    Withholding of  Reimbursement.  Notwithstanding  anything to the contrary herein,  Landlord shall have the
         -----------------------------
right at any time and from time to time to  withhold  payment of all or any part of  Landlord's  funds equal to the
amount of the awards or payments from any  condemnation  (or sale in lieu thereof) to Tenant which would  otherwise
be payable to Tenant for  reimbursement  pursuant to Section  14.02 hereof in the event (a) Tenant is in default in
                                                     --------------
the payment of Basic Rent or  Additional  Rent,  (b) Landlord  has given  notice to Tenant of any other  default on
Tenant's part under this Lease, or (c) a default  described in Section  16.01(c) has occurred.  In the event Tenant
                                                               -----------------
shall cure the defaults  specified  in (a) and (b) above or a default  specified in (c) above shall cease to exist,
Landlord  shall make payments from  Landlord's  funds to Tenant in accordance  with the provisions of this Article;
provided,  however,  that if this Lease is terminated or Landlord  otherwise  re-enters and takes possession of the
Leased  Premises or any part thereof without  terminating  this Lease under the provisions of Article XVI, then the
                                                                                              -----------
obligations  of  Landlord  with  respect  to,  and all  rights  of  Tenant  in and to any  funds  of  Landlord  for
reimbursement  of the costs of repairing  and  rebuilding  shall  cease.  Landlord  hereby  agrees that any amounts
received at any time (even after  termination  of this  Lease) by  Landlord  as the result of any  satisfaction  of
judgment by Tenant,  settlement of any legal action against  Tenant or by way of voluntary  payment by Tenant shall
be deemed  received  in payment of Total Rent  hereunder,  and if the total  amounts  received  by Landlord in such
manner are  sufficient  to cure  Tenant's  default in  payment  of Total  Rent and Tenant has  otherwise  cured its
defaults  hereunder,  Tenant  shall,  to the extent  Tenant has  expended  sums to repair  and  rebuild  the Leased
Premises for which Tenant (i) is entitled to  reimbursement  as provided in Section  14.02 above,  and (ii) has not
                                                                            --------------
received  reimbursement,  be entitled to receive reimbursement as provided in Section 14.02 above, for such amounts
                                                                              -------------
expended,  and Landlord  shall  promptly  reimburse  Tenant for such amounts  expended as provided in Section 14.02
                                                                                                      -------------
above.

14.05    Apportionment  of Award After Taking of All or a  Substantial  Part.  If any taking under power of eminent
         -------------------------------------------------------------------
domain (or sale in lieu  thereof)  shall  result in a  termination  of this Lease with respect to any of the Leased
Premises (as provided for in Section  14.01  hereof),  the total award shall be  apportioned  between  Landlord and
                             --------------
Tenant as follows:

(a)      Landlord  shall be entitled to receive  out of the award an amount  equal to the fair market  value of the
         Leased  Premises  taken,  as  unencumbered  by this Lease, or the fair market value of the Leased
         Premises taken as affected by this Lease, whichever shall be higher; and

(b)      Tenant  (including  anyone claiming an interest  through or under Tenant) shall be entitled to receive out
         of the  award,  that  amount  equal to the  unamortized  cost of the  leasehold  improvements  of
         Tenant,  if any, and the present  value of remaining  leasehold  interest of Tenant in this Lease
         for the Basic Term or the Renewal Term then in effect; and

(c)      any remaining balance shall be paid to Landlord.

(d)      if such award shall be  insufficient  to pay fully Landlord and Tenant the amounts due to each pursuant to
         (a) and (b) above,  such award shall be apportioned  between Landlord and Tenant in proportion to
         the amounts due to each pursuant to (a) and (b) above.

14.06    Rights  Hereunder  Shall  Prevail.  Landlord and Tenant  hereby agree that  notwithstanding  any provision
         ---------------------------------
which may be made in the  judgment  or decree  entered  in any  proceedings  concerning  the  respective  rights of
Landlord and Tenant in and to any award or awards made therein,  the total  amounts  awarded to Landlord and Tenant
in such proceedings shall be held and disbursed in accordance with the provisions of this Lease.

ARTICLE XV -
- ------------------

                                         DAMAGE OR DESTRUCTION BY CASUALTY

15.01    Damage or  Destruction  by Fire or Other  Casualty.  If at any time during the life of this Lease any part
         --------------------------------------------------
of the  Leased  Premises  is damaged  or  destroyed  by fire or other  casualty,  this  Lease  shall not be thereby
terminated  and neither the term nor any of the  obligations  (including the payment of Total Rent) of either party
under this Lease shall be reduced or affected in any way,  unless the parties  agree  otherwise.  If Tenant  elects
to rebuild,  Tenant shall proceed with due diligence to repair or rebuild the damaged or destroyed  Leased Premises
to as nearly as possible the same condition as it was in immediately  prior to such damage or  destruction.  Tenant
shall first submit to Landlord,  and secure Landlord's  written approval of, the plans for repairing or rebuilding,
which approval shall not be unreasonably  withheld.  All proceeds of insurance  shall become the absolute  property
of Landlord,  and Tenant  hereby  assigns and  transfers  to Landlord any and all such  proceeds and agrees that it
shall not have any interest therein.  After deducting from said insurance proceeds all reasonable  attorneys,  fees
and other costs  incurred by Landlord in connection  with securing such  proceeds,  Landlord shall promptly make an
amount of Landlord's  funds equal to the balance  thereof  available for the purpose of reimbursing  Tenant for all
proper and bona fide costs and expenses respecting such repairing or rebuilding;  provided,  however,  Tenant shall
not be entitled to such  reimbursement  unless it has  delivered to Landlord the same type of proof as described by
Section  14.02  hereof and as provided  for in a  disbursing  agreement  to be entered  into  between  Landlord and
- --------------
Tenant.  If the amount of Landlord's  funds available for  reimbursement  as determined above shall be insufficient
to pay in full the cost of such  repairs or  rebuildings,  Tenant shall  nevertheless  proceed to complete the work
and provide and furnish all other moneys  necessary to complete  such repairs or  rebuildings.  Landlord and Tenant
agree and acknowledge that the maximum amount which Landlord is required to pay in  reimbursement  for the costs of
repairing and rebuilding shall be the lesser of (i) the amount of Landlord's  funds available for  reimbursement as
determined  above or (ii) the actual  costs of such  repairing  and  rebuilding.  Landlord  shall have the right to
make any checks payable directly to any contractor,  subcontractor,  laborer,  materialmen or supplier  directly or
jointly to Tenant or any or all of such parties as Landlord may elect.

15.02    Withholding of  Reimbursement.  Notwithstanding  anything to the contrary herein,  Landlord shall have the
         -----------------------------
right at any time and from time to time to  withhold  payment of all or any part of  Landlord's  funds equal to the
amount of the insurance moneys to Tenant which would otherwise be payable to Tenant for  reimbursement  pursuant to
Section  15.01 hereof in the event (a) Tenant is in default in the payment of Basic Rent or  Additional  Rent,  (b)
- --------------
Landlord  has given  notice to Tenant of any other  default  on  Tenant's  part  under  this Lease or (c) a default
described  under Section  16.01(c) has occurred.  In the event Tenant shall cure the defaults  specified in (a) and
                 -----------------
(b) above or a default  specified in (c) above shall cease to exist,  Landlord shall make payments from  Landlord's
funds to Tenant in  accordance  with the  provisions  of this  Article;  provided,  however,  that if this Lease is
terminated  or Landlord  otherwise  re-enters  and takes  possession  of the Leased  Premises  or any part  thereof
without  terminating  this Lease under the provisions of Article XVI, then the obligations of Landlord with respect
                                                         -----------
to, and all rights of the Tenant in and to, any funds of Landlord for  reimbursement  of the costs of repairing and
rebuilding  shall cease.  Landlord hereby agrees that any amounts  received at any time (even after  termination of
this Lease) by Landlord as the result of any  satisfaction  of judgment by Tenant,  settlement  of any legal action
against  Tenant or by way of  voluntary  payment  by Tenant  shall be deemed  received  in  payment  of Total  Rent
hereunder,  and if the total amounts  received by Landlord in such manner are  sufficient to cure Tenant's  default
in payment of Total  Rent and Tenant has  otherwise  cured its  defaults  hereunder,  Tenant  shall,  to the extent
Tenant  has  expended  sums to repair  and  rebuild  the  Leased  Premises  for which  Tenant  (i) is  entitled  to
reimbursement as provided in Section 15.01 above, and (ii) has not received  reimbursement,  be entitled to receive
                             -------------
reimbursement  as provided  in Section  15.01  above,  for such  amounts  expended,  and  Landlord  shall  promptly
                               --------------
reimburse Tenant for such amounts expended as provided in Section 15.01 above.
                                                          -------------

ARTICLE XVI -
- ------------------

                                                      DEFAULT

16.01    Default Provisions.  This Lease is made on condition that if:
         ------------------

(a)      Tenant fails to pay when due any  installment  of Basic Rent or Additional  Rent,  and such failure to pay
         continues for ten (10) days after written notice from Landlord of such failure; or

(b)      Tenant fails to keep or perform any other covenant or obligation  contained in this Lease,  the Agreement,
         any of the  Transaction  Documents (as that term is defined in the  Agreement) or any  Memorandum
         of Lease on Tenant's  part to be kept or  performed,  and Tenant  fails to remedy the same within
         thirty (30) days after  Landlord  has given Tenant  written  notice  specifying  such failure (or
         within such additional  period, if any, as may be reasonably  required to cure such failure if it
         is of such  nature  that it cannot  be cured  within  said  thirty  (30) day  period  because  of
         governmental restriction or other cause beyond the control of Tenant); or

(c)      Tenant shall file a voluntary  petition  under any  bankruptcy  law or an  involuntary  petition under any
         bankruptcy  law is filed  against  Tenant in a court  having  jurisdiction  and said court  shall
         order relief  against  Tenant;  or Tenant  generally is not paying its debts as such debts become
         due; or Tenant makes an assignment for the benefit of its creditors;  or a custodian,  trustee or
         receiver  is  appointed  or retained  to take  charge of and manage any  substantial  part of the
         assets of Tenant;  or any  execution or  attachment  shall issue  against  Tenant  whereupon  the
         Leased  Premises,  or any part thereof,  or any interest therein of Tenant under this Lease shall
         be taken and the same is not  released  prior to  judicial  sale  thereunder  (each of the events
         described in this subparagraph being deemed a default under the provisions of this Lease);

then Landlord may at Landlord's  election then or at any time  thereafter,  and while such default shall  continue,
give Tenant  written  notice of Landlord's  termination of this Lease,  and, upon such notice,  Tenant's  rights to
possession  of the Leased  Premises  shall cease and this Lease shall  thereupon  be  terminated,  and Landlord may
re-enter and take possession of the Leased Premises and any machinery or equipment thereon as its own property;  or
Landlord may remain out of possession of the Leased  Premises and treat the term of the Lease as subsisting  and in
full force and effect,  in which event Landlord  shall have all rights and remedies  available at law, in equity or
hereunder;  and as an alternative  remedy Landlord may, at Landlord's  election,  without  terminating the term, or
this Lease,  re-enter the Leased Premises or take possession  thereof pursuant to legal  proceedings or pursuant to
any notice provided for by law, and having elected to re-enter or take  possession of the Leased  Premises  without
terminating  the term,  or this Lease,  Landlord  shall use  reasonable  diligence  as Tenant's  agent to relet the
Leased  Premises,  or parts  thereof,  for such term or terms and at such  rental  and upon  such  other  terms and
conditions  as Landlord  may  reasonably  deem  advisable,  with the right to make  alterations  and repairs to the
Leased  Premises,  and no such  re-entry  or taking of  possession  of the Leased  Premises  by  Landlord  shall be
construed as an election on Landlord's  part to terminate this Lease,  and no such re-entry or taking of possession
by Landlord  shall relieve  Tenant of its  obligation  to pay Basic Rent or  Additional  Rent (at the time or times
provided  herein),  or of any of its other  obligations  under this Lease, all of which shall survive such re-entry
or taking of possession,  and Tenant shall continue to pay the Basic Rent and Additional  Rent provided for in this
Lease  until the end of the term and  whether  or not the  Leased  Premises  shall  have been  relet,  less the net
proceeds,  if any, of any reletting of the Leased  Premises  after  deducting  all of Landlord's  expenses in or in
connection with such reletting,  including without limitation all repossession costs, brokerage commissions,  legal
expenses,  expenses of employees,  alterations  costs and expenses of  preparation  for  reletting.  Having elected
either to remain out of  possession  and  treating  this Lease as remaining in full force and effect or to re-enter
or take  possession of Leased  Premises  without  terminating  the term,  or this Lease,  Landlord may by notice to
Tenant given at any time  thereafter  while Tenant is in default in the payment of Basic Rent or Additional Rent or
in the performance of any other obligation  under this Lease,  elect to terminate this Lease and, upon such notice,
this Lease shall  thereupon be terminated.  If in accordance  with any of the foregoing  provisions of this Article
Landlord shall have the right to elect to re-enter and take possession of the Leased  Premises,  Landlord may enter
and expel Tenant and those  claiming  through or under Tenant and remove the property and effects of both or either
without  being  guilty of any manner of  trespass  and without  prejudice  to any  remedies  for arrears of rent or
preceding breach of covenant.

16.02    Performance  of  Tenant's  Obligations  by  Landlord.  If Tenant  shall fail to keep or perform any of its
         ----------------------------------------------------
obligations  as  provided  in this  Lease  then  Landlord  may  (but  shall  not be  obligated  so to do)  upon the
continuance  of such  failure on Tenant's  part for ten (10) days after  notice of such  failure is given Tenant by
Landlord  (except that such notice need not be given in any case  reasonably  deemed by Landlord to  constitute  an
emergency),  and without  waiving or releasing  Tenant from any  obligation  hereunder,  as an  additional  but not
exclusive  remedy,  make any such payment or perform any such obligation,  and all sums so paid by Landlord and all
necessary  incidental  costs and  expenses  incurred by  Landlord in  performing  such  obligation  shall be deemed
Additional  Rent and shall be paid to Landlord  on demand,  and if not so paid by Tenant,  Landlord  shall have the
same  rights and  remedies  provided  for in this  Article  XVI in the case of default by Tenant in the  payment of
                                                   ------------
Basic Rent.

16.03    Default  Interest.  Any sums due from either party to the other  hereunder  shall,  from and after the due
         -----------------
date  thereof,  bear  interest  at a per annum  rate  equal to LIBOR plus 210 basis  points.  The rate of  interest
applicable  herein shall fluctuate  concurrently  with  fluctuations in the LIBOR,  and if the rate herein provided
for shall ever exceed the highest rate provided by law, the rate shall be considered  as  automatically  reduced to
such highest rate.

         16.04    Default by  Landlord.  Landlord  shall be in  default  hereunder  in the event  Landlord
                  --------------------
fails to keep or perform any covenant,  obligation or agreement  contained in this Lease,  the  Agreement,
any of the  Transaction  Documents or any Memorandum of Lease, on Landlord's part to be kept or performed,
and  Landlord  fails to remedy the same within  thirty (30) days after Tenant has given  Landlord  written
notice specifying such failure (or within such additional  period,  if any, as may be reasonably  required
to cure such  failure if it is of such nature  that it cannot be cured  within such thirty (30) day period
because  of  governmental  restriction  or other  cause  beyond  the  control  of  Landlord).  In event of
Landlord's default hereunder, Tenant shall be entitled to any remedy available at law or in equity.

         16.05    Costs  to  Enforce.  Each  party  covenants  to pay  and  to  indemnify  the  other  against  all
                  ------------------
reasonable  costs and  charges,  including  counsel  fees,  lawfully  and  reasonably  incurred  in the  successful
enforcement of any agreement by the other party contained in this Lease.

ARTICLE XVII -
- ------------------

                                              SURRENDER AND OWNERSHIP

17.01    Surrender  of  Possession.  Upon  accrual of  Landlord's  right of re-entry  because of  Tenant's  default
         -------------------------
hereunder or upon the cancellation or termination of this Lease by lapse of time or otherwise,  Tenant shall,  upon
Landlord's demand,  peacefully  surrender  possession of the Leased Premises to Landlord in as good a condition and
state of repair as existed on the date hereof, ordinary wear and tear excepted.

ARTICLE XVIII -
- ------------------

                                                      NOTICE

18.01    Notices.  All notices  required or desired to be given  hereunder shall be in writing and all such notices
         -------
and other written  documents  required or desired to be given  hereunder  shall be deemed duly served and delivered
for all purposes (a) upon Landlord,  if mailed by certified mail,  postage prepaid,  addressed to Landlord at 12200
N.  Ambassador  Drive,  Kansas City,  Missouri  64163,  Attention:  President with a copy to General Counsel at the
same  address,  or at such other place as Landlord  from time to time may  designate in writing to Tenant,  and (b)
upon Tenant, if mailed by certified mail,  postage prepaid,  addressed to Tenant at 4666 Fairies Parkway,  Decatur,
Illinois 62525,  Attention:  President,  with a copy to General Counsel at the same address, or at such other place
as Tenant  from time to time may  designate  in  writing  to  Landlord.  All  notices  given by  certified  mail as
aforesaid shall be deemed duly given as of the date they are so mailed.

ARTICLE XIX -
- ------------------

                                                     NET LEASE

19.01    Net Lease.  This Lease shall be deemed and  construed  to be a  "triple-net  lease," and Tenant  shall pay
         ---------
the Basic  Rent and all  Additional  Rent  under  this  Lease  free of any  charges,  assessments,  impositions  or
deductions  of any kind and  except  as  expressly  set  forth in  Sections  3.01  and  14.03,  without  abatement,
deduction,  or set-off,  and in no event shall  Landlord be required to make any payments,  bear any expenses or be
under any other  obligation or liability in connection  with this Lease except as expressly  provided in this Lease
or in the Agreement.

ARTICLE XX -
- ------------------

                                                   MISCELLANEOUS

20.01    Rights and  Remedies.  The  rights and  remedies  reserved  by  Landlord  and Tenant  hereunder  and those
         --------------------
provided by law shall be construed as cumulative  and continuing  rights.  No one of them shall be exhausted by the
exercise  thereof on one or more  occasions.  Landlord  and Tenant  shall each be entitled to specific  performance
and  injunctive  or other  equitable  relief for any breach or threatened  breach of any of the  provisions of this
Lease,  notwithstanding  the  availability  of an adequate remedy at law, and each party hereby waives the right to
raise such defense in any proceeding in equity.

20.02    Waiver of Breach.  No waiver of any breach of any covenant or agreement  herein  contained  shall  operate
         ----------------
as a waiver of any  subsequent  breach of the same  covenant or agreement or as a waiver of any breach of any other
covenant or  agreement,  and in case of a breach by either party of any  covenant,  agreement or  undertaking,  the
non-defaulting  party may  nevertheless  accept from the other any payment or  payments  or  performance  hereunder
without in any way waiving its right to exercise  any of its rights and  remedies  provided for herein or otherwise
with  respect to any such  default or  defaults  which were in  existence  at the time such  payment or payments or
performance were accepted by it.

20.03    Force  Majeure.  In the event either  party  hereto shall be delayed or hindered in or prevented  from the
         --------------
performance  of any act required  under this Lease by reason of acts of God,  strikes,  lockouts,  labor  troubles,
inability to procure  materials,  failure of power,  restrictive  governmental  law or regulations,  court or other
judicial  order,  riots,  insurrection,  war or other reason of a like nature not the fault of the party delayed in
performing  work or doing  acts  required  under the terms of this  Lease,  then  performance  of such act shall be
excused for the period of the delay,  and the period for the  performance  of any such act shall be extended  for a
period  equivalent  to the period of such delay.  The  provisions  of this Section  shall not (a) operate to excuse
Tenant from prompt  payment of Basic Rent or Additional  Rent;  (b) operate to excuse  Landlord from prompt payment
of any amounts due Tenant  hereunder;  and (c) be applicable to delays  resulting  from the inability of a party to
obtain financing or to proceed with its obligations under this Lease because of a lack of funds.

20.04    Quiet  Enjoyment and Possession.  Landlord  covenants that so long as Tenant shall not be in default under
         -------------------------------
this Lease,  Tenant shall and may peaceably and quietly have, hold and enjoy the Leased  Premises leased  hereunder
free from  interference  by Landlord or any party  claiming,  by,  through or under Landlord and that Landlord will
defend  Tenant's  enjoyment and possession  thereof  against all parties  claiming by,  through or under  Landlord,
subject to all of the terms and provisions hereof.

20.05    Organizational  Covenants  of  Tenant.  Tenant  covenants  that it is a  corporation  duly  organized  and
         -------------------------------------
existing  under the laws of the State of  Delaware,  with  lawful  power and  authority  to enter into this  Lease,
acting by and through its duly  authorized  officers.  Tenant  further  covenants  that the execution of this Lease
and the  performance  of the terms of this  Lease by Tenant  will not result in a breach of any of the terms of, or
constitute a default under,  any indenture,  mortgage,  deed of trust,  lease,  or other agreement or instrument to
which  Tenant  is a  party,  or by  which  it or any  of its  property  is  bound,  or  the  Tenant's  Articles  of
Incorporation  or By-laws,  or any order,  rule or regulation  applicable to Tenant or its property of any court or
other  governmental  body.  Tenant shall maintain its corporate  existence and shall not, without the prior written
consent of Landlord,  dissolve,  liquidate  or  otherwise  dispose of all or  substantially  all of its assets,  or
consolidate  with or merge into another  corporation or permit one or more other  corporations to consolidate  with
or merge into it.

         20.06    Organizational  Covenants of Landlord.  Landlord  represents,  warrants,  covenants  and
agrees that it is a corporation  duly organized,  validly  existing and in good standing under the laws of
the State of Kansas,  with lawful power and authority to enter into this Lease,  acting by and through its
duly  authorized  officers.  Landlord  further  represents,   warrants,  covenants  and  agrees  that  the
execution of this Lease and the  performance  of the terms of this Lease by Landlord  will not result in a
breach of any of the terms of, or constitute a default  under,  any  indenture,  mortgage,  deed of trust,
lease,  or other  contract,  instrument or agreement to Landlord is a party,  or by which it or any of its
property is bound, or Landlord's  Articles of Incorporation or By-laws,  or any order,  rule or regulation
applicable to Landlord or its property of any court or other governmental body.

         20.07    Amendments.  This Lease may be amended,  changed or  modified  only by a written  agreement  duly
                  ----------
executed by Landlord and Tenant.

         20.08    Construction  and  Enforcement.  This Lease shall be construed  and enforced in  accordance  with
                  ------------------------------
the laws of the State of Kansas.  Wherever  in this Lease it is provided  that either  party shall or will make any
payment or perform or refrain from  performing any act or obligation,  each such provision  shall,  even though not
so expressed,  be construed as an express  covenant to make such payment or to perform,  or not to perform,  as the
case may be, such act or obligation.  The terms  "Landlord"  and/or "Tenant" and all pronouns used herein referring
to "Landlord"  and/or  "Tenant" shall include the singular and plural,  and masculine,  feminine and neuter gender,
as the context and circumstances  require,  and if there be two or more included in the term, the provisions hereof
shall apply to each, jointly and severally.

         20.09    Invalidity  of Provisions  of Lease.  If for any reason any provision  hereof shall be determined
                  -----------------------------------
to be invalid or  unenforceable,  the  validity  and effect of the other  provisions  hereof  shall not be affected
thereby.

         20.10    Covenants  Run  With The  Leased  Premises.  The  covenants,  agreements  and  conditions  herein
                  ------------------------------------------
contained  shall run with the Leased  Premises  and shall be binding  upon and inure to the  benefit of the parties
hereto and their respective successors and assigns, subject, however, to the provisions of Article VII hereof.
                                                                                           -----------

         20.11    Headings.  The Article and  Section  headings  shall not be treated as a part of this Lease or as
         -----------------
affecting the true meaning of the provisions hereof.

         20.12    Execution  of  Counterparts.   This  Lease  may  be  executed   simultaneously  in  two  or  more
         ------------------------------------
counterparts,  each of which shall be deemed to be an original,  but all of which together shall constitute one and
the same instrument.

         20.13    Estoppel  Certificate  by Tenant.  Tenant will  execute,  acknowledge  and  deliver to  Landlord,
         -----------------------------------------
within ten (10) days after Landlord's  written request  therefor,  a written  statement  certified by an officer of
Tenant to the  effect  that (a) this Lease is  unmodified  and in full  force and  effect  (or,  if there have been
modifications,  that the Lease is in full force and effect, as modified,  and stating the  modifications),  (b) the
dates,  if any,  to which Basic Rent and  Additional  Rent have been paid,  and (c) no notice has been  received by
Tenant and Tenant is not otherwise aware of any default which has not been cured,  except as to defaults  specified
in said  certificate.  Such certificate shall also contain such additional  information,  statements and agreements
as Landlord shall  reasonably  request.  Any such  certificate may be relied upon by any  prospective  purchaser or
mortgagee of the Leased Premises or any part thereof.

         20.14    No Liability on Landlord.  Neither  Landlord nor its  employees or agents shall be liable for any
         ---------------------------------
damages to property of Tenant or any third party or of others  entrusted  to  employees  of Landlord or its agents,
nor for the  loss of or  damages  to any  property  of  Tenant  by theft or  otherwise,  whether  or not due to the
negligence  of Landlord,  its agents or  employees,  unless such loss or damage is the result of  Landlord's  gross
negligence  or  intentional  misconduct.  Neither  Landlord nor its agents shall be liable for any injury or damage
to persons or property resulting from fire, explosion,  falling plaster,  steam, gas,  electricity,  water, rain or
snow or leaks from any part of the Leased  Premises or from the pipes,  appliances  or  plumbing  works or from the
roof,  street or  sub-surface  or from any other place or by dampness or by any other cause of  whatsoever  nature,
whether or not due to the  negligence of Landlord,  its agents,  or employees;  nor shall Landlord or its employees
or agents be liable for any such  damage  caused by other  tenants or persons in the Leased  Premises  or caused by
operations  in  connection  with or  resulting  from any  private,  public or quasi  public work and Tenant  hereby
covenants  and agrees to  indemnify  and hold  harmless  Landlord  against any claims,  costs,  demands,  losses or
liabilities with respect to any of the matters referred to in this Section.
                                                                   -------

20.15    Landlord's  Mortgagees.  (a) Landlord may, at any time and from time to time,  grant  mortgages,  deeds of
         ----------------------
trust or other liens or  encumbrances  on any of the Leased  Premises in accordance  with the terms and  provisions
hereof, and any holder thereof is referred to in this Lease as "Landlord's Mortgagee."

(b)      This Lease and Tenant's  interest and rights  hereunder  are and shall be subject and  subordinate  at all
         times to the lien of any  mortgage  or deed of trust now  existing  or  hereafter  created  on or
         against  the  Leased  Premises,  and  all  amendments,   restatements,  renewals,  modifications,
         consolidations,  assignments  and  extensions  thereof,  without  the  necessity  of any  further
         instrument or act on the part of Tenant;  provided,  however,  that as to any mortgage or deed of
         trust  hereafter  created,  such  subordination  shall  be  effective  only  if  such  Landlord's
         Mortgagee  agrees that,  as long as Tenant is not in default  hereunder,  Tenant's  possession of
         such of the Leased  Premises as are encumbered  thereby,  on and subject to all of the provisions
         of  this  Lease,  will  not be  disturbed.  Tenant  agrees,  at the  election  of any  Landlord's
         Mortgagee,  to attorn to any such  mortgagee.  Tenant  further  agrees  upon  demand to  execute,
         acknowledge and deliver such instruments  confirming such  subordination  and such instruments of
         attornment  as shall be requested by any such  mortgagee.  The term  "mortgage"  whenever used in
         this Lease shall be deemed to include  deeds of trust and any  reference to a mortgagee  shall be
         deemed to include the beneficiary under a deed of trust.

(c)      Tenant agrees that neither any foreclosure of any such mortgage,  nor the institution of any suit,  action
         or other proceeding  against Landlord,  nor any foreclosure or dispossession  proceeding  brought
         by any  Landlord's  Mortgagee to recover  possession  of any of the Leased  Premises,  shall,  by
         operation of law or otherwise,  result in the  cancellation  or  termination of this Lease or the
         obligations of Tenant hereunder,  and upon the request of any such Landlord's  Mortgagee,  Tenant
         covenants  and  agrees to execute  an  instrument  in  writing  satisfactory  to such  Landlord's
         Mortgagee or to the purchaser of the mortgaged  premises in  foreclosure  whereby  Tenant attorns
         to such successor in interest.

(d)      Upon request from Tenant  within  thirty (30) days after the date hereof,  Landlord  shall use  reasonable
         efforts to obtain from the current  holder of each mortgage  constituting  a lien upon any of the
         Leased Premises an agreement,  in recordable form reasonably  acceptable to Tenant,  an agreement
         that, so long as Tenant is not in default hereunder,  Tenant's  possession of the Leased Premises
         so encumbered, on and subject to all of the provisions of this Lease, shall not be disturbed.

(e)      Landlord  shall have the right to make a  collateral  assignment  and encumber its rights under this Lease
         and all related documents.  Landlord will give Tenant notice of such assignment and encumbrance.

20.16    No  Partnership.  Landlord  does not in any way or for any  purpose  become a  partner  of  Tenant  in the
         ---------------
conduct of its business or otherwise, nor a joint venturer or a member of a joint enterprise with Tenant.

20.17    Accord and  Satisfaction.  No payment by Tenant or receipt by  Landlord  of a lesser  amount  than (a) the
         ------------------------
monthly  installment of Basic Rent or (b) Additional  Rent then due and payable shall be deemed to be other than on
account of the  earliest  such  amount  due,  nor shall any  endorsement  or  statement  on any check or any letter
accompanying any check be deemed an accord and satisfaction.

20.18    Holding Over. In the event Tenant  remains in possession of the Leased  Premises  after the  expiration of
         ------------
the  tenancy  created  under this  Lease,  and  without  the  execution  of a new lease,  Tenant,  at the option of
Landlord,  shall be deemed to be  occupying  the Leased  Premises as a tenant  from month to month,  at one hundred
fifty percent  (150%) the Total Rent for the last Lease Year of the term,  subject to all of the other  conditions,
provisions and obligations of this Lease insofar as the same are applicable to a month to month tenancy.

20.19    Survival  of  Obligations.   All  obligations  of  Tenant  or  Landlord  which  by  their  nature  involve
         -------------------------
performance,  in any  particular,  after the end of the term of this Lease,  or which cannot be ascertained to have
been fully  performed  until  after the end of the term of this Lease,  shall  survive  the  expiration  or earlier
termination  of the term of this Lease.  By way of  clarification,  and not by way of  limitation,ss. Section 2.04,
6.03 and 6.04 shall survive expiration or termination hereof.

20.20    Memorandum  of Lease.  Landlord and Tenant shall  execute a separate  memorandum  of lease with respect to
         --------------------
each of the  Leased  Premises  in form  appropriate  for  recording  in the  appropriate  recording  office for the
jurisdiction  in which such Leased  Premises is located (each a "Memorandum  of Lease").  Each  Memorandum of Lease
shall (a) operate to lease or sublease to Tenant the specific  Leased  Premises to which such  Memorandum  of Lease
relates on all of the same terms and  conditions  of this Lease as if the terms and  conditions  of this Lease were
fully set forth in such  Memorandum of Lease in full with respect to such Leased  Premises,  and (b) supplement the
terms and  conditions  of the lease or  sublease of such Leased  Premises as may be  appropriate  to comply with or
take into account the laws,  customs and practices of the  jurisdiction  in which such Leased  Premises are located
and any special  circumstances and considerations  applicable to such Leased Premises  (including,  but not limited
to special  circumstances  and  considerations  applicable by reason of the terms and conditions of the Prime Lease
to which  Subleased  Premises are subject).  Each  Memorandum of Lease shall be  enforceable as a distinct lease or
sublease of such Leased  Premises in accordance with the enforcement  procedures  applicable in such  jurisdiction;
provided,  however,  that the  existence  of a default  under or with  respect  to any  Memorandum  of Lease  shall
constitute  a default  under and with  respect to each and all  Memoranda  of Lease.  To the extent that any of the
terms or conditions  of any  Memorandum  of Lease  conflict with any of the terms or conditions of this Lease,  the
terms and  conditions  of such  Memorandum of Lease shall  control with respect to the Leased  Premises  subject to
such Memorandum of Lease.

         20.21    Obligation of ADM.  Archer  Daniels  Midland  Company  hereby  executes this Lease solely for the
                  -----------------
purpose of agreeing to and acknowledging  its joint and severable  liability for the liabilities and obligations of
ADM Farmland, Inc. hereunder.






         IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed as of the date first above
written.

                                                     FARMLAND INDUSTRIES, INC.
                                                     -------------------------


                                                     By
                                                              -----------------------------------------------------
                                                              President


                                                     LANDLORD


                                                     ADM/FARMLAND, INC,
                                                     ------------------


ATTEST:                                     By
                                                     -----------------------------------------------------
                                                              President


                                                     TENANT



                                                     ARCHER DANIELS MIDLAND COMPANY



                                                     By:____________________________________

                                                     Its:_____________________________________






                                                    EXHIBIT A-1
                                                    -----------


[List the Direct Leased Facilities -(including Facilities and Western Region Facilities)]





                                                    EXHIBIT A-2
                                                    -----------


[List equipment at the Direct Leased Facilities]





                                                    EXHIBIT A-3
                                                    -----------


[List the Subleased Facilities -(including Facilities and Western Region Facilities) and include description of
each Prime Lease]





                                                    EXHIBIT A-4
                                                    -----------


[List equipment at the Subleased Facilities]

EX-2.B

                                                PURCHASE AGREEMENT

         THIS PURCHASE AGREEMENT ("Agreement") is made this _____ day of May, 2001, by and between Farmland
Industries, Inc., a Kansas corporation, having its principal office at 12200 N. Ambassador Drive, Kansas City,
Missouri 64163 ("Farmland") and ADM/Farmland, Inc., a Delaware corporation, having its offices at 4666 Faries
Parkway, Decatur, Illinois ("ADM").

                                               W I T N E S S E T H:

         WHEREAS, Farmland owns and possesses certain grain handling facilities situated on the property
described in Exhibit A attached hereto and made a part hereof (the "Owned Facilities");

         WHEREAS, Farmland possesses valid leasehold interests with respect to certain grain handling facilities
situated on the property described in Exhibit B attached hereto and made a part hereof (the "Leased Facilities"
and, together with the Owned Facilities, the "Facilities");

         WHEREAS, at the Closing (as defined herein) Farmland and ADM shall enter into a Lease with respect to
the  Facilities, in substantially the form attached hereto as Exhibit C (the "Lease");


         WHEREAS, Farmland desires to sell certain assets located at the Facilities and certain other locations
to ADM and ADM desires to acquire such assets from Farmland upon the terms as hereinafter set forth;

         WHEREAS, ADM desires to acquire all of the issued and outstanding membership and equity interests in
Farmland-Atwood, LLC, a Delaware limited liability company ("FA");

         WHEREAS, Farmland owns all of the issued and outstanding membership and equity interests in FA and
desires to sell the same to ADM upon the terms and conditions as herein set forth;

         WHEREAS, at the Closing, Farmland and ADM shall enter into a Membership Interest Purchase Agreement with
respect to all of the issued and outstanding membership and equity interests in FA, substantially in the form
attached hereto as Exhibit D (the "Membership Interest Purchase Agreement");

         WHEREAS, at the Closing, Farmland and ADM shall enter into a Trademark License Agreement, in
substantially the form attached hereto as Exhibit E (the "License");

         Whereas, at Closing, Farmland and ADM shall enter into a Transition Services Agreement, in substantially
the form attached hereto as Exhibit F (the "Services Agreement"); and

         WHEREAS, this Agreement, the Lease,  the Membership Interest Purchase Agreement, the License, the
Services Agreement and any other document, instrument or agreement executed and delivered by Farmland or ADM to
the other at the Closing are referred to collectively herein as the "Transaction Documents".

         NOW, THEREFORE in consideration of the premises and the mutual covenants, warranties and representations
contained herein, the parties agree as follows:

ARTICLE I:  DEFINED TERMS.
- --------------------------

1.01     "ADM" shall have the meaning set forth in the first paragraph hereof.

1.02     "Agreement" shall mean this Agreement and all schedules and exhibits attached hereto or referenced
                  herein.

1.03     "Assets" shall mean:

(a)      All grain inventory owned by Farmland which is located at the Facilities and the other locations set
                           forth on Schedule 1.03(a) attached hereto and incorporated herein  as of the Closing
                           Date.  A schedule of all such inventory as of the Balance Sheet Date, setting forth
                           the amount of each commodity, location and value, is included on  Schedule 1.03(a).
                           The inventory quality and quantities as of the Closing Date shall be determined in
                           accordance with Sections 3.04, 3.05 and 3.06.

(b)      Farmland's rights under its open grain contracts  as of the Closing Date.  A list of all such contracts
                           as of the Balance Sheet Date is attached hereto as Schedule 1.03(b) and incorporated
                           herein, which list shall be updated as of the Closing Date and initialed by both
                           parties at the Closing.

(c)      All grain storage agreements with respect to the Facilities set forth on Schedule 1.03(c).

(d)      All futures contracts set forth on Schedule 1.03(d).

(e)      All electricity, gas, water, sewer and other utility contracts and agreements necessary for the
                           operation of the Facilities.

(f)      All railroad track leases and agreements necessary for the operation of the Facilities.

(g)      All licenses, permits, authorizations, approvals, orders, variances, and similar consents or
                           certificates granted or issued by any governmental authority or Person and necessary
                           or convenient for the operation of the Facilities or which are directly related to the
                           Assets.

(h)      That certain Elevator Storage Lease dated May 13, 1998, by and between Farmland and Country Home
                           Milling, L.P.

(i)      That certain Supply Agreement dated June 11, 1999, by and between Farmland and Frito-Lay, Inc.

(j)      Those put-thru agreements and contracts listed and described on Schedule 1.01(j) attached hereto and
                           incorporated herein.

1.04     "Balance Sheet Date" shall mean March 31, 2001.

1.05     "Closing Date" shall mean the date hereof or such other date as the parties may mutually agree.

1.06     "Closing" shall mean the meeting of the parties on the Closing Date at which time the Assets will be
                  conveyed by Farmland to ADM, ADM shall pay the Estimated Purchase Price as herein provided, the
                  parties shall execute and deliver the other Transaction Documents, and the parties shall sign
                  such other closing documents as are customary in transactions of the nature described herein.

1.07     "FA" shall have the meaning set forth in the Recitals.

1.08     "Farmland" shall have the meaning set forth in the first paragraph hereof.

1.09     "Facilities" shall have the meaning set forth in the Recitals.

1.10     "Owned Facilities" shall have the meaning set forth in the Recitals.

1.11     "Person" means (as the context requires) a corporation, individual, partnership, association, trust,
                  limited liability company, or other firm, entity or organization, including a governmental
                  entity or authority.

1.12     "Proceeding" shall mean any action, arbitration, suit, audit, hearing, investigation or litigation
                  (whether civil, criminal, administrative, investigative or informal) commenced, brought,
                  conducted or heard by or before, or otherwise involving, any governmental body or entity or any
                  arbitrator.

1.13     "Lease" shall have the meaning set forth in the Recitals.

1.14     "Leased Facilities" shall have the meaning set forth in the Recitals.

1.15     "LIBOR"  shall mean the London Interbank Offered Rate as of the first business day of each month, as
                  quoted by Bloomberg on its BBAM page series.

1.16     "Knowledge" or words of similar import shall mean, with respect to Farmland, the actual knowledge, after
                  due inquiry, of any of Randy Vance, John F. Berardi, Robert B. Terry, Thomas J. Wilcox, Tim
                  Daugherty, Charles Deis, and Marc L. Kuemmerlein.

1.17     "Permitted Liens" shall mean those liens currently in favor of Co-Bank, ACB, as agent for Farmland's
                  lenders under that certain Credit Agreement, dated as of May 10,2000 (as amended, restated, or
                  replaced, from time to time) and related intercreditor agreements.

1.18     Other terms defined in this Agreement, and the locations where they are defined, are:

                  Defined Term                                         Location
                  ------------                                         --------
                  "Accrued Vacation"                                   Section 3.08
                  "ADM's Auditors"                            Section 3.05
                  "Asset Purchase Price"                      Section 3.01
                  "Balance Sheet Date Net Assets"             Section 3.02(b)
                  "Balance Sheet Date Statement"              Section 3.02
                  "Closing Date Inventory"                    Section 3.04
                  "Closing Date Net Assets"                   Section 3.05(b)
                  "Closing Date Statement"                    Section 3.05
                  "Collection Period"                                  Section 3.08
                  "Environmental Audit Reports"               Section 7.03
                  "Environmental Consultant"                  Section 7.03
                  "Environmental Laws"                        Section 5.01(h)
                  "Estimated Purchase Price"                  Section 3.03
                  "Farmland AR"                               Section 3.08
                  "Grain Business"                            Section 7.02
                  "Hazardous Substances"                      Section 5.01(h)
                  "Indemnified Party"                                  Section 11.03(a)
                  "Indemnifying Party"                                 Section 11.03(a)
                  "Independent Accounting Firm"               Section 3.06(b)
                  "Leased Facility Leases"                    Section 5.01(k)
                  "License"                                            Recitals
                  "Liens"                                     Section 5.01(b)
                  "Losses"                                    Section 11.01
                  "Membership Interest Purchase Agreement" Recitals
                  "Restricted Parties"                                 Section 7.02
                  "Restricted Period"                                  Section 7.02
                  "Services Agreement"                                 Recitals
                  "Territory"                                          Section 7.02
                  "Transaction Documents"                     Recitals

ARTICLE II: PURCHASE AND SALE.
- ------------------------------

2.01     In accordance with the terms and conditions of this Agreement, at the Closing Farmland will sell,
                  convey, assign, transfer and deliver to ADM the Assets, and ADM will purchase, acquire and
                  accept, the Assets.  Notwithstanding anything herein to the contrary, ADM shall not purchase,
                  acquire, assume or accept that certain Lease Agreement dated March 31, 1999 by and between
                  Farmland and Indianapolis Office Investors I, L.P., that certain Rental Agreement dated July 7,
                  2000, by and between Antonio Marcos Siton and Farmland Industrias, S.A. de C.V., Farmland's
                  specialty grain production contracts for nutritionally enhanced corn, supercede corn and hard
                  white wheat, that certain wheat sale contract dated April 1, 2000 by and between Tradigrain
                  Inc. and Bill Arnold (Farmland Grain Contract No. 40011131), that certain wheat sale contract
                  dated April 1, 2000 by and between Tradigrain Inc. and Bill Arnold (Farmland Grain Contract No.
                  40011133) or any other assets or property of Farmland other than the Assets and ADM shall not
                  assume pursuant to this Agreement or otherwise any liabilities or obligations of Farmland
                  (except with respect to contracts included in the Assets) or any other Person whatsoever.  To
                  the extent any expenses relating to the operation of the Facilities or ownership of the Assets
                  are incurred and paid (i) by ADM and such expenses relate to periods prior to Closing; or (ii)
                  by Farmland and such expenses relate to periods after Closing, in each case such expenses shall
                  be pro-rated between ADM and Farmland to the date of Closing, with an appropriate adjustment to
                  the Asset Purchase Price.

2.02              To the extent that any Asset is not capable of being sold, assigned, transferred, conveyed or
                  delivered without first obtaining the consent of any third party, or if such sale, assignment,
                  transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or
                  delivery would constitute a default or breach of any contract or agreement included in the
                  Assets, or a violation of any law, rule or regulation, or would result in the imposition of any
                  significant liability or obligation on ADM or a substantial diminution in the value of such
                  Asset (a "Non-Transferable Asset"), this Agreement shall not constitute a sale, assignment,
                  transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or
                  delivery of such Non-Transferable Asset.  Both before and after Closing, Farmland, at its sole
                  expense, shall use its best efforts to, as soon as practicable, obtain any required consent of
                  any third party, to remove or eliminate any such potential default or breach, and to prevent
                  the imposition of any such liability or obligation or any such diminution in value or use, so
                  as to transfer each such Non-Transferable Asset to ADM without adversely modifying, amending or
                  burdening such Non-Transferable Asset.  To the extent that at Closing there is any Asset that
                  is also a Non-Transferable Asset, Farmland, at its own cost and expense, from and after
                  Closing, shall cooperate with ADM in any reasonable and lawful arrangement designed to provide
                  the benefit or use of such Non-Transferable Asset to ADM; provided, however, that Farmland
                  shall not be required to pay additional consideration in connection with any such arrangement.


ARTICLE III:  PURCHASE PRICE;PAYMENT.
- ------------------------------------

3.01     The purchase price for the Assets  (the "Asset Purchase Price") shall be equal to:

(a)      The value of the grain inventory identified in Section 1.03(a) (valued at the midpoint between the
                           market purchase price and sales price on the Closing Date, subject to applicable
                           discounts) in store at the Facilities and the other locations set forth on Schedule
                           1.03(a)  as of the Closing Date.

(b)      The Asset Purchase Price shall be adjusted as of the Closing Date for the following:

(i)      The appropriate prorations of personal property taxes, or other rights or obligations assigned to or
                                    assumed by ADM hereunder;

(ii)     Bringing the open cash grain contracts identified in Section 1.03(b) to market; and

(iii)    For all accrued grain storage.

3.02      Prior to the Closing Date, Farmland shall prepare and deliver to ADM, a statement as of the Balance
         Sheet Date (the "Balance Sheet Date Statement") setting forth Farmland's good faith determination of:

(a)      the value of all grain inventory owned by Farmland located at the Facilities and the other locations set
                  forth on Schedule 1.03(a)  as of the Balance Sheet Date;

(b)      the amount equal to the adjustment (which may be a positive or negative number) for bringing the open
                  grain contracts identified in Section 1.03(b) to market as of the Balance Sheet Date ;

(c)      the accrued grain storage as of the Balance Sheet Date ((a), (b) and (c) being referred to collectively
                  as the "Balance Sheet Date Net Assets"); and

(d)      the Accrued Vacation as of the Balance Sheet Date.

3.03.    On the Closing Date, ADM shall pay to Farmland by wire transfer to an account designated by Farmland not
         less than two (2) business days prior to the Closing Date, an amount (the "Estimated Purchase Price")
         equal to eighty percent (80%) of the Balance Sheet Date Net Assets.

3.04.    The inventory quantities and quality as of the Closing Date (the "Closing Date Inventory") shall be:
         (i) the quantity and quality determined by physical count and measurement (as to quantity) and
         inspection and reasonable assessment (as to quality) taken jointly by the parties on April 30, 2001 or
         such other date as they may mutually agree; (ii) plus any inventory purchased after April 30, 2001,
         computed using destination weights and grades; and (iii) less any inventory sold after April 30, 2001,
         computed using destination weights and grades.

3.05.    On or before the sixtieth (60th) day following the Closing Date, ADM shall prepare and cause to be
         audited by Ernst & Young LLP ("ADM's Auditors") and deliver to Farmland, a statement as of the Closing
         Date (the "Closing Date Statement") setting forth:

(a)      the value of the Closing Date Inventory;

(b)      an amount equal to the adjustment (which may be a positive or negative number) for bringing the open
                           grain contracts identified in Section 1.03(b) to market as of the Closing Date;

(c)      the accrued grain storage as of the Closing Date ((a), (b) and (c) being referred to collectively as the
                           "Closing Date Net Assets"); and

(d)      the Accrued Vacation as of the Closing Date.

3.06              (a)      Farmland shall have the right to review the Closing Date Statement and the underlying
                           financial records and work papers pertaining thereto.  The Closing Date Statement
                           shall be final and binding for purposes of this Agreement unless Farmland shall
                           provide written notice to ADM of any disagreement with any values or amounts set forth
                           in the Closing Date Statement within thirty (30) days after receipt by Farmland of the
                           Closing Date Statement.  Such notice shall specify, in reasonable detail, the nature
                           and extent of such disagreement.

                  (b)      If ADM and Farmland are unable to resolve any such disagreement with respect to the
                           Closing Date Statement within thirty (30) days after receipt by ADM of the notice
                           referred to in Section 3.06(a), the disagreement shall be submitted for final
                           determination to an independent certified public accounting firm mutually acceptable
                           to ADM and Farmland (the "Independent Accounting Firm").  The Independent Accounting
                           Firm shall act as an arbitrator to determine and resolve, based on the presentations
                           by ADM and Farmland, and, if elected by either party,  by independent audit, only
                           those issues still in dispute.  The Independent Accounting Firm (x) shall make its
                           final determination regarding such disagreement within thirty (30) days of the date
                           upon which ADM and Farmland submit the dispute for determination, and (y) shall not be
                           required to follow any particular procedure but shall proceed in a manner designed to
                           achieve a speedy and economic resolution of the dispute.  The Independent Accounting
                           Firm shall set forth its final determination, which determination shall be final and
                           binding on all parties, in a written statement delivered to ADM and Farmland stating
                           its reasons for making its final determination.

                  (c)      Each of ADM and Farmland shall be responsible for its own costs and expenses incurred
                           in the preparation, audit and review of the Closing Date Statement, including the fees
                           and expenses of their respective auditors.  ADM and Farmland shall each contract for
                           and pay one-half of the fees and expenses, if any, of the Independent Accounting Firm;
                           provided that, the party electing to have the Independent Accounting Firm perform an
                           independent audit pursuant to (b) above shall be solely responsible for the fees and
                           expenses of the Independent Accounting Firm with respect to such audit.

3.07     Promptly following the date upon which the Closing Date Statement becomes final and binding in
         accordance with Section 3.06, but not later than ten (10) days after such date:

(a)      ADM shall pay to Farmland the amount, if any, by which the Closing Date Net Assets exceeds the Estimated
                           Purchase Price, plus interest at a rate per annum equal to LIBOR plus 210 basis
                           points; or

(b)      Farmland shall pay to ADM the amount, if any, by which the Estimated Purchase Price exceeds the Closing
                           Date Net Assets, plus interest at a rate per annum equal to LIBOR plus 210 basis
                           points.

(c)      All payments pursuant to this Section shall be by wire transfer to an account designated by ADM or
                           Farmland, as the case may be.

3.08     ADM shall receive a credit against the Asset Purchase Price in an amount equal to the aggregate value of
         all accrued vacation and prorated vacation earned as of the Closing Date, with respect to the employees
         of Farmland assigned to the Facilities who are hired by ADM (the "Accrued Vacation"); provided, however,
         that Farmland shall pay, upon termination of their employment with Farmland, all such employees for any
         accrued and prorated vacation in excess of twenty (20) days.

3.09     For a period of not more than sixty (60) days following the Closing Date (the "Collection Period"), ADM
shall use efforts commensurate with Archer-Daniels-Midland Company's normal collection practices to collect, on
behalf of Farmland, those accounts receivable of Farmland existing on the Closing Date attributable to the
Facilities (the "Farmland AR").  A schedule of all such Farmland AR, including name and contact information for
each obligor, amount, and aging information, is attached hereto as Schedule 3.09.  ADM shall remit the proceeds
of all Farmland AR collected during the Collection Period to Farmland not less frequently than weekly.  If more
than one invoice is outstanding with respect to the accounts receivable of any Person, any payments received by
ADM from such Person shall be applied to the oldest outstanding invoice first, unless the payment by its terms
specifies or clearly indicates the invoice to which it relates, in which case the payment shall be applied
against the invoice specified or indicated.

3.10              The parties agree that the Asset Purchase Price shall be allocated to the Assets in accordance
                  with Schedule 3.10, attached hereto and by this reference incorporated herein, and that such
                  allocation shall be binding upon the parties for federal and state tax purposes.  Neither party
                  shall file any return(s) or report(s) of take any position which is inconsistent with such
                  allocation.  Each party shall promptly notify the other of any audit adjustment or proposed
                  audit adjustment by any taxing authority which affects the allocation.

ARTICLE IV:  CLOSING AND CLOSING DATE.
- --------------------------------------

4.01     The Closing shall take place at 10:00 o'clock a.m. on the Closing Date at the offices of ADM located in
         Decatur, Illinois, or such other time and place as may be agreed upon by the parties.

4.02     At the Closing, Farmland shall deliver to ADM, duly executed:

(a)      a warranty bill of sale to the Assets conveying such Assets free and clear of any and all Liens;

(b)      an assignment of the Assets described in Sections 1.03(b), (c), (d), (e), (f),  (g), (h), (i) and (j);

(c)      a certificate of the President or a Vice President of Farmland, in a form reasonably satisfactory to
                  ADM, to the effect that, (i) all representations and warranties of Farmland set forth in
                  Article V of this Agreement and in the other Transaction Documents that are qualified as to
                  materiality are true and correct in all respects, and (ii) all representations and warranties
                  of Farmland set forth in Article V of this Agreement and in the other Transaction Documents
                  that are not qualified as to materiality are true and correct in all material respects, in each
                  case as of the Closing;

(d)      a certificate of good standing and certificate of incorporation of Farmland, in each case certified by
                  the Secretary of State of the State of Kansas as of a date no more than five (5) business days
                  prior to the Closing Date;

(e)      certified copies of the resolutions of Farmland's board of directors, and any other necessary corporate
                  actions of Farmland, authorizing the execution, delivery and performance of this Agreement and
                  the other Transaction Documents and the consummation of the transactions contemplated herein
                  and therein;

(f)      a certificate of Farmland's Secretary or an Assistant Secretary as to the incumbency of all its officers
                  executing documents in connection with this Agreement and the other Transaction Documents and
                  the transactions contemplated herein and therein;


(g)      a Non-Disturbance Agreement in the form attached hereto as Exhibit G, duly executed by any holder or
                  beneficiary of any mortgage, deed of trust, or other hypothecation or security device with
                  respect to the Facilities providing, among other things, that ADM's possession of the
                  Facilities, and the Lease , including any options to extend the terms thereof, shall not be
                  disturbed so long as ADM is not in breach, default or violation of the Lease;

(h)      copies of the written consent of each of the lenders with respect to the indebtedness secured by the
                  Permitted Liens, along with executed UCC termination statements or any other documents required
                  to release the Permitted Liens; and

         (i)      such other documents as are, in the reasonable opinion of ADM, necessary or advisable to
                  transfer and convey title or Farmland's rights to the Assets to ADM and to consummate the
                  transactions contemplated herein.

4.03     At the Closing, ADM shall:

         (a)      Pay to Farmland the Estimated Purchase Price as required under Section 3.03;

         (b)      deliver a duly executed certificate of the President or a Vice President of ADM, in a form
                  reasonably satisfactory to Farmland, to the effect that all representations and warranties of
                  ADM set forth in Article IV of this Agreement and in the other Transaction Documents are true
                  and correct in all material respects as of the Closing;

         (c)      deliver certified copies of the resolutions of ADM's board of directors, and any other
                  necessary corporate actions of ADM, authorizing the execution, delivery and performance of this
                  Agreement and the other Transaction Documents and the consummation of the transactions
                  contemplated herein and therein; and

         (d)      deliver a duly executed certificate of ADM's Secretary or an Assistant Secretary as to the
                  incumbency of all its officers executing documents in connection with this Agreement and the
                  other Transaction Documents and the transactions contemplated herein and therein.

4.04     Possession of the Assets and Facilities shall be delivered to ADM on the Closing Date and all
         adjustments and obligations, except as otherwise noted herein, shall be made and assumed as of the
         Closing Date.

ARTICLE V: FARMLAND'S REPRESENTATIONS AND WARRANTIES.
- -----------------------------------------------------

5.01     Farmland hereby represents and warrants to ADM as follows:

         (a)      Farmland is a corporation duly organized, validly existing and in good standing under the laws
                  of the State of Kansas and has the power and authority to carry on its business as now being
                  conducted and to own and operate the properties and assets now owned and operated by it.

         (b)      Subject to the Permitted Liens, Farmland has good, valid and marketable title to the Assets,
                  free and clear of all mortgages, liens, equitable liens, charges, security interests, claims,
                  options, pledges and other restrictions, third party rights or encumbrances of any nature
                  whatsoever ("Liens").  All of the Permitted Liens with respect to the Assets shall be released
                  as of Closing.

         (c)      Farmland has the requisite power and authority and has taken all action necessary in order to
                  execute and deliver this Agreement and the other Transaction Documents and to consummate the
                  transactions contemplated herein and therein.  This Agreement has been, and upon execution by
                  Farmland the other Transaction Documents will be, duly and validly executed and delivered by
                  Farmland and constitute a binding obligation of Farmland enforceable in accordance with its and
                  their terms, except to the extent that enforceability may be subject to applicable bankruptcy,
                  reorganization, insolvency, moratorium and similar laws affecting the enforcement of creditors'
                  rights generally and by general principles of equity.  Neither the execution, delivery or
                  performance of this Agreement or any of the other Transaction Documents by Farmland shall (i)
                  violate, conflict with, or result in a breach of any material provision of, or constitute a
                  material default under, or result in the termination of, or alter the terms of or change any of
                  the material rights or material obligations of any party to, or accelerate the performance
                  required by, or trigger any payment, or result in a right of termination or acceleration or the
                  creation of any Lien upon the Assets or Facilities, any terms, conditions or provisions of the
                  articles of incorporation of bylaws of Farmland, or any note, bond, mortgage, indenture, deed
                  of trust, license, lease, material agreement or other instrument or obligation to which
                  Farmland is a party or by which Farmland may be bound; or (ii) violate any judgment, ruling,
                  order, writ, injunction, device, statute, rule or regulation applicable to Farmland.  No notice
                  to, filing with, authorization of, exemption by, or consent or approval of, any public body or
                  authority is necessary for the execution or delivery of this Agreement or the other Transaction
                  Documents by Farmland or the consummation of the transactions contemplated hereby or thereby by
                  Farmland.  Notwithstanding the foregoing, the parties (a) acknowledge that transfer of certain
                  of the Assets may require the consent of third parties, and (b) agree that issues with respect
                  to such consent shall be addressed in the manner set forth in Section 2.02 above and that
                  certain letter agreement dated the date hereof by and between ADM and Farmland.

         (d)      Schedule 5.01(d) sets forth (i) an unaudited historical profit and loss summary with respect to
                  Farmland's business as conducted at the Facilities, for the seven month period ended March 31,
                  2001; (ii) an unaudited balance sheet with respect to Farmland's business as conducted at the
                  Facilities, as at March 31, 2001; and (iii) an inventory summary, including method, as of March
                  31, 2001 (the "Financial Information").  The Financial Information has been prepared in
                  accordance with generally accepted accounting principles consistently applied throughout the
                  periods covered thereby, which principles have been applied on a basis consistent with prior
                  periods, and present fairly and accurately the information purported to be presented therein at
                  the dates indicated therein.

         (e)      Since March 31, 2001, Farmland has conducted its business with respect to the Assets and the
                  Facilities (i) only in, and has not engaged in any transaction other than according to, the
                  ordinary and usual course of such business, consistent with past practices, and there has not
                  been any change in it or any event, development or combination of events and/or developments
                  which have had or could reasonably be expected to have a material adverse effect on the Assets
                  or the Facilities; and (ii) in compliance in all material respects with all applicable
                  statutes, laws, ordinances, rules, orders and regulations.

         (f)      There are no Proceedings of any kind pending, or to the knowledge of Farmland, after diligent
                  investigation and inquiry, threatened, before any judicial, administrative or regulatory agency
                  or tribunal, against the Assets or Facilities or Farmland relative to the Assets or Facilities.

         (g)      Farmland is not, with respect to any employee assigned to any of the Facilities, a party to or
                  bound by any contract for the employment, retention or engagement of any person(s) or firm(s),
                  including, without limitation, labor and collective bargaining agreements.  Schedule 5.01(g)
                  sets forth a complete and accurate list of the following information for each employee assigned
                  to the Facilities:  employer, name, job title, current compensation paid or payable and any
                  change in compensation since March 31, 2001, and vacation accrued.  With respect to the
                  employees assigned to the Facilities, within the last three (3) years there has not been, there
                  is not presently pending or existing, and to Farmland's knowledge there is no threatened, (i)
                  strike, slowdown, picketing, work stoppage or employee grievance process; (ii) Proceeding
                  relating to the alleged violation of any legal requirement pertaining to labor relations or
                  employment matters, organizational activity, or other labor or employment dispute with respect
                  to the employees assigned to the Facilities; or (iii) any application or certification of a
                  collective bargaining agent.

         (h)      Except as set forth on Schedule 5.01(h), (i) each of the Facilities is and at all times on and
                  prior to the Closing Date has been, owned or leased and operated by Farmland in material
                  compliance with applicable Environmental Laws and permits, licenses and authorizations
                  currently in effect and issued by any governmental or regulatory authority pursuant to any
                  Environmental Laws ("Environmental Permits"), except in cases where non-compliance has been
                  corrected or will not have a material adverse effect on the operation of such Facility; (ii)
                  Farmland possesses all Environmental Permits necessary to operate each of the Facilities as
                  they are currently being operated; (iii) Farmland has not received any written claims or
                  notices alleging liability under any Environmental Law with respect to any of the Facilities,
                  or alleging that any of the Facilities is currently in violation of any applicable
                  Environmental Laws or Environmental Permits; (iv) none of the Facilities is contaminated with
                  any Hazardous Substance; (v) there are no circumstances involving Farmland or the Facilities
                  that would reasonably be expected to result in any claims, liabilities, costs or restrictions
                  on the use or operating of the Facilities pursuant to any Environmental Law; (vi) there are no
                  above-ground or under-ground storage tanks located at, on or in any of the Facilities; (vii)
                  there is no outstanding civil, criminal or administrative suit, hearing or proceeding relating
                  to any of the Facilities pending pursuant to any Environmental Laws; (viii) Farmland has not
                  received any written notice of any alleged liability pursuant to any Environmental Laws for any
                  "removal" or "remedial action" as defined in Sections 101(23) and 101(24) of the Comprehensive
                  Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), arising
                  from the disposal of Hazardous Substances at or from any of the Facilities; (ix) Farmland has
                  not released a "reportable quantity," as defined by Section 102 of CERCLA and regulations of
                  the U.S. Environmental Protection Agency promulgated thereunder, of any Hazardous Substance at
                  any of the Facilities in violation of applicable Environmental Laws; (x) no polychlorinated
                  biphenyl or substances containing polychlorinated biphenyl are present, in use or stored in any
                  of the Facilities, and no asbestos or materials containing asbestos have been brought upon,
                  kept or used in or about or discharged, leaked, emitted or entered into or onto any of the
                  Facilities; (xi) there are no liens held by any governmental or regulatory authority pursuant
                  to Section 107(l) of CERCLA, or any analogous Environmental Laws with respect to the Facility;
                  and (xii) Farmland has provided ADM with copies of all environmental reports, audits, filings,
                  regulatory correspondence and other environmental data concerning the Facilities and their
                  compliance with, and liability under, any Environmental Law, which are in the possession of
                  Farmland.
                  The term "Environmental Law" means any law, regulation, order, decree, opinion, requirement or
                  agency policy in the jurisdiction in which any real property is located relating to air, water,
                  noise, odor, Hazardous Substances or the protection of the environment or human health and
                  safety.  The term "Hazardous Substance" means any matter, waste or mixture containing any
                  substance that is listed, classified or in any way regulated under any Environmental Law.

         (i)      Schedule 5.01(i) contains a complete and accurate list of all policies of fire, liability,
                  workers' compensation, and other forms of insurance owned or held by, or the premiums for which
                  are paid by, Farmland, which policies provide coverage with respect to the Facilities and which
                  policies contain coverages that are customary in its business and, in the judgment of Farmland,
                  are reasonably adequate in scope and amount.  All such policies are and will at all times up to
                  the Closing Date be in full force and effect and no notice of cancellation or termination has
                  been received with respect to any such policy.

         (j)      Schedule 5.01(j) sets forth a true and complete list and description of all (i) of the Owned
                  Facilities, and (ii) construction or other capital projects in progress with a cost in excess
                  of Ten Thousand Dollars ($10,000), with respect to the Owned Facilities, including expected
                  completion date and cost of completion. The Owned Facilities, including the buildings,
                  improvements, equipment, machinery and fixtures, are in good repair and operating condition,
                  ordinary wear and tear excepted.  None of the buildings or improvements comprising part of the
                  Owned Facilities, or the business conducted by Farmland thereat, is in violation of any use or
                  occupancy restriction, limitation, condition or covenant of record or any zoning or building
                  law, rule or regulation or public utility easement.  Farmland has received no notice of
                  violation of any applicable law, rule or regulation, or of any covenant, restriction, or
                  easement affecting the Owned Facilities, or with respect to the use or occupancy of such Owned
                  Facilities, including any notice by any governmental entity having jurisdiction over the Owned
                  Facilities or by any Person entitled to enforce same.

         (k)      Schedule 5.01(k) sets forth a true and complete list of (i) each lease or sublease pursuant to
                  which Farmland is in possession of the Leased Facilities (the "Leased Facility Leases"), (ii)
                  all of the Leased Facilities, and (iii) all construction or other capital projects in progress
                  with a cost in excess of Ten Thousand Dollars ($10,000), with respect to the Leased Facilities,
                  including expected completion date and cost of completion .  Each of the Leased Facility Leases
                  is a legal, valid and binding obligation of Farmland and is in full force and effect without
                  any violation, breach or default of Farmland or, to the knowledge of Farmland, by any other
                  party thereto, and each of the Leased Facility Leases affords Farmland peaceful and undisturbed
                  possession of the Leased Facility which is the subject of the applicable Leased Facility
                  Lease.  Farmland has delivered to ADM true and complete copies of each of the Leased Facility
                  Leases.  Except as set forth on Schedule 5.01(k), there are no restrictions, prohibitions or
                  limitations on the ability of Farmland to assign or transfer or otherwise convey or dispose of
                  its interest under any of the Leased Facility Leases.  The Leased Facilities, including the
                  buildings, improvements, equipment, machinery and fixtures, are in good repair and operating
                  condition, ordinary wear and tear excepted.

         (l)      Except as set forth on Schedule 5.01(l), all items of inventory included in the Assets are, and
                  from the date hereof until the Closing Date will be, of a quality and quantity that are salable
                  in the ordinary course of business and fit for the purpose for which they were produced and
                  intended to be sold.

         (m)      Each of the contracts and agreements included within the Assets is in full force and effect,
                  there is no violation, breach or default under any such contract by Farmland or, to the
                  knowledge of Farmland, by any of the other parties thereto, and except as set forth on Schedule
                  5.01(m), there has been no cancellation, termination, limitation or modification or any notice
                  of cancellation, termination, limitation or modification of any such contract.  Each of such
                  contracts and agreements (i) constitutes a legal, valid and binding obligation of Farmland,
                  enforceable against Farmland in accordance with its terms, except to the extent limited by
                  applicable bankruptcy, insolvency, moratorium and other similar laws of general application
                  relating to creditors' rights generally and general principles of equity;  (ii) to the
                  knowledge of Farmland, constitutes a legal valid and binding obligation of such other party
                  thereto, enforceable against such other party in accordance with its terms, except to the
                  extent limited by applicable bankruptcy, insolvency, moratorium and other similar laws of
                  general application relating to creditors' rights generally and general principles of equity;
                  (iii) is of a type that is usual and customary in the type of business conducted by Farmland
                  with respect to the Facilities; (iv) is not of an unusual duration or length, considering the
                  type of business conducted by Farmland with respect to the Facilities; and (v) was the product
                  of arms length negotiation and, to Farmland's Knowledge, was entered into at a fair market rate
                  with respect to the amount payable by or to Farmland thereunder.  Farmland has not assigned or
                  transferred any of its rights under any such contact except with respect to assignments for
                  security purposes in connection with Farmland's financing arrangements.

         (n)      Except as set forth on Schedule 5.01(n), no consent or approval of any governmental entity or
                  third-party is required by or with respect to Farmland in connection with the execution,
                  delivery and performance by Farmland of this Agreement or the other Transaction Documents or
                  the consummation by Farmland of the transactions contemplated herein or therein.

         (o)      Neither this Agreement nor any of the other Transaction Documents, including the schedules and
                  exhibits delivered pursuant hereto or thereto, nor any financial statement, document or
                  instrument heretofore or hereafter furnished by or on behalf of Farmland in connection with the
                  transactions contemplated herein or therein contains or will contain any untrue statement of
                  any material fact or omits or will omit to state any material fact required to be stated in
                  order to make sure that such statement, document or other instrument is not misleading.  There
                  is no fact known to Farmland which may reasonably be expected to have a materially adverse
                  effect on the Assets or the Facilities which has not been set forth in this Agreement.

ARTICLE VI: ADM'S REPRESENTATIONS AND WARRANTIES.
- -------------------------------------------------

6.01     ADM hereby represents and warrants to Farmland as follows:

         (a)      ADM is a corporation duly organized, validly existing and in good standing under the laws of
                  the State of Delaware.

         (b)      The terms, execution, performance and carrying-out of this Agreement and the other Transaction
                  Documents by ADM have been duly authorized and ADM has taken all actions necessary to make this
                  Agreement and the other Transaction Documents a legal, valid and binding obligation of ADM,
                  enforceable against it in accordance with its terms except to the extent that its
                  enforceability may be subject to applicable bankruptcy, reorganization, insolvency, moratorium
                  and similar laws affecting the enforcement of creditors rights generally and by general
                  principles of equity.  At the Closing, ADM and its officers will have full corporate power to
                  make and perform this Agreement and the other Transaction Documents and the transactions
                  contemplated herein and therein.

         (c)      No consent, license or formal exceptions from, nor any filing, declaration or registration with
                  any third party is necessary for ADM's execution and performance of this Agreement and the
                  other Transaction Documents and the transfer of the Assets, nor does this Agreement or the
                  other Transaction Documents, or any transaction contemplated hereby or thereby, conflict with
                  or constitute a breach of any material agreement to which ADM is a party or is bound.

 ARTICLE VII:  COVENANTS
 -----------------------

7.01     Farmland covenants that from and after the date hereof until the Closing that:

        (a)        Farmland shall conduct its operations at the Facilities only in the ordinary, usual and
                  customary manner, and shall make no commitments in the trade or to its employees except in the
                  ordinary course of business consistent with past practices.  Farmland shall operate the
                  Facilities in accordance with past practices in order to preserve interest in its present
                  business relationships.  Farmland shall continue to meet its contractual obligations with
                  respect to, and pay obligations relating to, the Facilities and Assets as they mature in the
                  ordinary course of business.

        (b)        Farmland shall not sell, assign, transfer, pledge or encumber any of the Assets except in the
                  ordinary course of business, shall not sell, assign, transfer, pledge or encumber the
                  Facilities, and shall not enter into any  contracts, commitments or agreements relating to the
                  Assets or the Facilities except in the ordinary course of business.

        (c)       Farmland shall permit ADM, its employees, counsel and accountants to have reasonable access,
                  during normal business hours and upon reasonable notice, to the Assets and Facilities and the
                  personnel, books and records of Farmland relating to the Assets and Facilities; provided,
                  however, that such access shall not unreasonably interfere with the normal operations of
                  Farmland.

         (d)      Farmland shall provide ADM with prompt notice of (i) any event, fact or circumstance known to
                  it which could reasonably by expected to have a material adverse effect on the Assets or the
                  Facilities, (ii) any representation or warranty made by it contained in this Agreement or the
                  other Transaction Documents which has become known to it to be untrue or inaccurate in any
                  respect, or (iii) the known failure by it to comply with or satisfy in any respect any
                  covenant, agreement or condition to be complied with or satisfied under this Agreement or the
                  other Transaction Documents, within the time frame set forth in this Agreement or the other
                  Transaction Documents, as the case may be, provided, however, that such notification shall not
                  excuse or otherwise affect the representations, warranties, covenants or agreements of
                  Farmland, or the conditions to the obligations of ADM, under this Agreement or the other
                  Transaction Documents.

         (e)      Farmland shall use its best efforts to cause the conditions set forth in Article VIII to be
                  satisfied.

7.02     (a)      For so long as the Lease is in effect  (the "Restricted Period"), Farmland and its Affiliates
         (the "Restricted Parties") shall not, anywhere in North America (the "Territory"), directly or
         indirectly, compete with ADM or its Affiliates, in the grain procurement and merchandising business or
         own, operate, acquire, or lease any grain elevator complex or grain handling facility or become
         interested in (as owner, stockholder, partner, co-venturer or otherwise) any Person which engages in the
         grain procurement or merchandising business or owns, operates, acquires or leases any grain elevator
         complex or grain handling facility (collectively, the "Grain Business"); provided, however, that (i) the
         Tradigrain Companies may continue to trade in a manner comparable to their existing business in Memphis,
         Tennessee; (ii) in the event any of the Restricted Parties acquires any grain elevator complex or grain
         handling facility or any Person engaged in the Grain Business in the Territory, through foreclosure,
         deed-in-lieu of foreclosure or similar exercise of creditors' rights, such Restricted Party shall have
         one hundred eighty (180) days from the date of such acquisition to dispose of any such Grain Business
         assets or to negotiate an arrangement which is otherwise acceptable to ADM; (iii) the Restricted
         Parties' procurement of grain for use as raw materials for  other business units shall not be deemed to
         be engaging in the Grain Business; (iv) in the event any of the Restricted Parties acquires any equity
         interest in any Person engaged in the Grain Business or merges or consolidates with or into any Person
         engaged in the Grain Business, such Restricted Party or the surviving entity in any such transaction
         shall have one hundred eighty (180) days from the date of such transaction to dispose of such Grain
         Business assets or to negotiate an arrangement otherwise acceptable to ADM and, if such Restricted Party
         or surviving entity is unable to do so, ADM shall have as its exclusive remedy the option to  purchase
         the Owned Facilities on the same terms and conditions as set forth in Section 2.04 of the Lease; (v) the
         Restricted Parties'  continued ownership of  interests in Farmers Grain Terminal, L.L.C., Distribuidora
         de Granos, S.A. de C.V., Westland Terminal, L.L.C., Alton Grain Terminal, LLC, and Agrifarm Industries,
         LLC shall not be deemed a violation of this Section 7.02; and (vi) the Restricted Parties'  performance
         of contracts existing on the date hereof which are not included in the Assets shall not be deemed a
         violation of this Section 7.02.

         (b)      If any court or governmental agency or authority of competent jurisdiction determines that any
         of the covenants set forth in this Section 7.02, or any part thereof, are unenforceable because of the
         duration or geographical scope of such provision, such court, agency or authority shall have the power
         to reduce the duration or scope of such provision, as the case may be, and, in its reduced form, such
         provision shall then be enforceable.

         (c)      Each of the Restricted Parties acknowledges that the covenants set forth in this Section 7.02
         are included herein in order to induce ADM to enter into and consummate the transactions contemplated
         herein.  Each of the Restricted Parties acknowledges that the duration and geographic limitations
         contained in this Section 7.02 are reasonable given the nature of this Agreement and the other
         Transaction Documents.

         (d)      If any of the Restricted Parties, wilfully or otherwise, breaches or threatens to commit a
         breach of, any of the provisions contained in this Section 7.02, ADM shall have the right and remedy of
         injunctive or other equitable relief and to have the provisions hereof specifically enforced, without
         the necessity of posting a bond, it being agreed that any such breach or threatened breach would cause
         irreparable injury to ADM and that money damages would not provide an adequate remedy to ADM.

7.03     Prior to the Closing, ADM, after consultation with Farmland, engaged an environmental consultant (the
         "Environmental Consultant") to complete an environmental audit and report with respect to certain of the
         Facilities (the "Environmental Audit Reports").  The Environmental Consultant has delivered the
         Environmental Audit Reports to each of the parties hereto.  Farmland and ADM shall each bear fifty
         percent (50%) of any and all costs and expenses of the Environmental Consultant in connection with the
         preparation of the Environmental Audit Reports.

ARTICLE VIII CONDITIONS PRECEDENT
- ---------------------------------

8.01     The obligations of Farmland and ADM to consummate the transactions as contemplated by this Agreement
         shall be subject to the fulfillment at or prior to the Closing of the following conditions:

         (a)      No statute, rule, regulation or order entered, promulgated or enacted by any governmental,
                  regulatory or administrative agency or authority shall be in effect and no preliminary or
                  permanent injunction or other order, decree or ruling issued by any court or governmental
                  agency of competent jurisdiction shall be in effect and no Proceeding shall have been initiated
                  and remain pending or shall have been threatened in writing as of the Closing Date before any
                  such court or governmental agency which would prevent the consummation of the transactions as
                  contemplated by this Agreement.

         (b)      The parties shall have received all required authorizations of, exemptions by, or consents or
                  approvals of any public body or authority.

         (c)      ADM and Farmland shall have entered into the Lease.



         (d)      ADM and Farmland shall have entered into the Membership Interest Purchase Agreement.

         (e)      ADM and Farmland shall have entered into the License.

         (f)      ADM and Farmland shall have entered into the Services Agreement.

8.02     The obligations of ADM under this Agreement shall be subject to the fulfillment at or prior to the
         Closing of the following conditions:

         (a)      Farmland shall have performed and complied with all agreements, covenants and conditions
                  required by this Agreement due to be performed or complied with by it on or prior to the
                  Closing Date.  The representations and warranties of Farmland contained in this Agreement shall
                  be deemed to have been made again at and as of the time of the Closing and shall as of said
                  date be true and correct in all respects.

         (b)      There shall have been no material adverse change in the Assets or Facilities or the condition
                  of the Assets or Facilities since the date of this Agreement to the Closing Date.

         (c)      ADM shall have completed its due diligence investigation with respect to the Assets and the
                  Facilities and such investigation shall not have revealed (i) any material misrepresentations
                  or omissions with respect to the disclosures previously made to ADM concerning the Assets or
                  the Facilities, or (ii) any obligations or liabilities, contingent or otherwise, which do or
                  could materially affect the value of the Assets or which could adversely affect ADM's ability
                  to utilize the Assets or the Facilities.

         (d)      Farmland shall have received all required consents or approvals of any third party with respect
                  to the execution, delivery and performance by Farmland of this Agreement and the other
                  Transaction Documents and the consummation by Farmland of the transactions contemplated herein
                  and therein, except as otherwise provided herein.  ADM shall have received the acknowledgement
                  and waiver, in the form attached hereto as Exhibit H, from the landlord under each of the
                  Leased Facility Leases that, among other things, there is no breach or default by Farmland, and
                  the transactions contemplated herein and in the other Transaction Documents shall not cause a
                  breach or default, under any of the Leased Facility Leases.

         (d)      ADM shall have received from counsel for Farmland a written opinion, in form and substance
                  satisfactory to ADM dated as of the Closing Date.

8.03     The obligations of Farmland under this Agreement are subject to all the terms, conditions and covenants
         of this Agreement to be complied with or performed by ADM on or before the Closing Date being fully
         complied with and performed and the representations and warranties made by ADM herein shall be deemed to
         have been made again at and as of the Closing Date and shall as of said date be true and correct in all
         material respects.

ARTICLE IX:  EMPLOYEES OF FARMLAND
- ----------------------------------

9.01     ADM may, to the extent consistent with its business needs, offer employment to all or some of Farmland's
         employees assigned to the Facilities, but does not, by the terms and provisions of this Agreement or by
         any other means, agree to assume any liability for Farmland's obligations to its employees incurred
         prior to the Closing Date whatsoever; provided, however, ADM shall recognize the accrued and earned
         vacation days of those Farmland employees hired by ADM, up to a maximum of twenty (20) days.

9.02     Notwithstanding anything to the contrary contained herein, no employee of Farmland, past or present,
         whether or not hired by ADM, shall be construed as a third party beneficiary under this Agreement.

9.03     Farmland agrees that it shall retain and ADM shall not be liable for, any and all obligations and
         liabilities to or in respect of (a) the employment of the employees of Farmland prior to the Closing
         Date, whether or not any such employee is hired by ADM, and (b) the severance of any of the employees of
         Farmland either not hired by ADM or hired by ADM and whose employment is terminated within ninety (90)
         days of the Closing Date; including, without limitation, (i) any of the obligations or liabilities of
         Farmland with respect to employee benefits, (ii) any severance payments or other liabilities including,
         without limitation, continuation coverage (within the meaning of Section 4980B of the Internal Revenue
         Code) triggered or incurred in connection with the termination of any such employee, (iii) workers'
         compensation or similar claims, or (iv) any costs incurred in connection with the provision of notices
         required by, and compliance with the applicable requirements of, the Worker Adjustment and Retraining
         Notification  Act of 1988.  Any employee of Farmland hired by ADM and whose employment is terminated
         within ninety (90) days of the Closing Date shall be paid severance by Farmland on the same terms as
         employees of Farmland not hired by ADM, provided that such employment is terminated for a reason set
         forth in Farmland's severance policy.

9.04     All employees of Farmland assigned to the Facilities shall be vested 100% in all  benefits accrued under
         the Farmland SavingsBuilder 401(k) Plan and the Farmland Industries, Inc. Employee Retirement Plan as of
         the Closing Date.

ARTICLE X:  CONFIDENTIALITY.
- ----------------------------

10.01    Each of Farmland and ADM shall keep in confidence any material or information furnished or disclosed to
         it or any of its affiliated companies by the other party in connection with this transaction. Farmland
         and ADM recognize that such information or material has been provided solely for use in the negotiations
         and in ADM's operations after the Closing and will not be reproduced or divulged to third parties at any
         time unless so compelled by a court of competent jurisdiction.  This obligation of confidentiality shall
         remain a continuing obligation and shall survive the Closing for a period of three (3) years.

ARTICLE XI:   RESPONSIBILITY FOR DAMAGES RESULTING FROM BREACH OF REPRESENTATIONS, ETC.
- ---------------------------------------------------------------------------------------

11.01    Farmland shall defend, indemnity and hold harmless ADM, its Affiliates, and their respective officers,
         directors, agents and employees from and against any and all damages (including direct, incidental,
         consequential and special damages), losses, obligations, deficiencies, liabilities, Liens, penalties,
         fines, costs and expenses, and any diminution in value of any real or personal property (collectively,
         "Losses") resulting from:

         (a)      the breach of any representation, warranty, guaranty, agreement or covenant of Farmland in this
                  Agreement or any of the other Transaction Documents, or any exhibit, schedule or other document
                  delivered by or on behalf of Farmland pursuant hereto or thereto;

         (b)      any liability or obligation of Farmland of any nature whatsoever which has not been expressly
                  assumed by ADM in writing, including without limitation, any liability or obligation incurred
                  in connection with the ownership of the Assets or the ownership, lease or operation of the
                  Facilities prior to Closing;

         (c)      any violation of any Environmental Law with respect to the Facilities occurring prior to the
                  Closing Date;

         (d)      the ownership, operation or condition at any time on or prior to the Closing Date of the
                  Facilities or Assets;

         (e)      any Hazardous Substance or other contaminants that were present at, in, on or under the
                  Facilities at any time on or prior to the Closing Date;

         (f)      any Hazardous Substance or other contaminants that were or were allegedly, generated,
                  transported, stored, treated, released or otherwise handled by or on behalf of Farmland at the
                  Facilities at any time on or prior to the Closing Date;

         (g)      any bodily injury (including illness, disability and death, regardless of when any such bodily
                  injury occurred, was incurred or manifested itself), personal injury, property damage, or other
                  damage of or to any person, firm or entity, including any employee or former employee of
                  Farmland, in any way arising from or relating to or allegedly arising from or relating to any
                  activity conducted or allegedly conducted with respect to the Facilities on or before the
                  Closing Date, or from Hazardous Substances that were (a) present or suspected to be present on
                  or before the Closing Date at, in, on or under the Facilities (or present or suspected to be
                  present on any other property, if such Hazardous Substance emanated or allegedly emanated from
                  any of the Facilities and was present or suspected to be present at, in, on or under any of the
                  Facilities on or prior to the Closing Date), or (b) released or allegedly released by Farmland
                  at the Facilities at any time on or prior to the Closing Date;

         (h)      any of the obligations or liabilities of Farmland to its employees incurred prior to the
                  Closing Date and any of the obligations or liabilities set forth in Section 9.03; and

         (i)      any Proceeding with respect to any of the foregoing.

         Such indemnity and hold harmless is subject to the following limitations:

         (i)      No claim based on a breach of the representations and warranties except for claims based upon
                  title, environmental matters, intentional misrepresentation or fraud, shall be made by ADM
                  against Farmland pursuant to the terms of this Agreement at any time after the third
                  anniversary of the Closing Date (notwithstanding that final disposition of claims made during
                  such period may extend beyond the expiration thereof).  For the avoidance of doubt, claims
                  based on matters described in items (b), (c), (d), (e), (f), (g), (h) and (i) above shall not
                  be affected by such time limitation.

         (ii)     Farmland shall not be liable to ADM under this Section 11.01 for any Losses due pursuant to
                  Section 11.01(a) exclusively, unless and until (x) each individual amount otherwise due ADM
                  exceeds Fifty Thousand Dollars ($50,000), and (y) the aggregate amount of all such Losses
                  otherwise due ADM exceeds  Two Hundred Fifty Thousand Dollars ($250,000), and thereafter the
                  total amount of all such Losses, including the first  Two Hundred Fifty Thousand Dollars
                  ($250,000) shall be indemnifiable.

11.02    ADM shall defend, indemnify and hold harmless Farmland, its Affiliates, and their respective officers,
         directors, agents and employees from and against any and all Losses resulting from (i) the breach of any
         representation, warranty or covenant of ADM in this Agreement or the other Transaction Documents, or any
         exhibit, schedule, or other document delivered by or on behalf of ADM pursuant hereto or thereto; (ii)
         any violation of any Environmental Law with respect to the Facilities occurring after the Closing Date;
         and (iii) any Hazardous Substance or other contaminants that are or are allegedly, generated,
         transported, stored, treated, released or otherwise handled by or on behalf of ADM at the Facilities at
         any time after the Closing Date.

11.03    (a)      Promptly after receipt by a party entitled to indemnification hereunder (the "Indemnified
                  Party") of notice of the commencement of any Proceeding against it, such Indemnified Party shall
                  give notice to the party responsible for such indemnification ("Indemnifying Party") of the
                  commencement of such Proceeding, but the failure to notify the Indemnifying Party shall not
                  relieve the Indemnifying Party of any liability that it may have to any Indemnified Party,
                  except to the extent that the Indemnifying Party demonstrates that the defense of such
                  Proceeding is prejudiced by the Indemnified Party's failure to give such notice.

(b)      If any Proceeding is brought against an Indemnified Party and it gives notice to the Indemnifying Party
                  of the commencement of such Proceeding, the Indemnifying Party will be entitled to participate
                  in such Proceeding and, to the extent that it wishes (unless (i) the Indemnifying Party is also
                  a party to such Proceeding and the Indemnified Party determines in good faith that joint
                  representation would be inappropriate, or (ii) the Indemnifying Party fails to provide
                  reasonable assurance to the Indemnified Party of its financial capacity to defend such
                  Proceeding and provide indemnification with respect to such Proceeding), to assume the defense
                  of such Proceeding with counsel satisfactory to the Indemnified Party and, after notice from
                  the Indemnifying Party to the Indemnified Party of its election to assume such defense, the
                  Indemnifying Party will not, so long as it diligently conducts such defense, be liable to the
                  Indemnified Party for any fees of other counsel or any other expenses with respect to the
                  defense of such Proceeding, in each case subsequently incurred by the Indemnified Party in
                  connection with the defense of such Proceeding, other than reasonable costs of investigation.
                  If the Indemnifying Party assumes the defense of a Proceeding, (i) it will be conclusively
                  established for purposes of this Agreement that the claims made in the Proceeding are within
                  the scope of and subject to indemnification; and (ii) no compromise or settlement of such
                  claims may be effected by the Indemnifying Party without the Indemnified Party's consent unless
                  (A) such compromise or settlement involves solely the payment of monetary damages which will be
                  paid solely by the Indemnifying Party, and includes a full and complete release of liability
                  for the Indemnified Party, in which case no approval of the Indemnified Party shall be
                  required.  If notice is given to an Indemnifying Party of the commencement of a Proceeding and
                  the Indemnifying Party does not, within ten (10) days after the Indemnified Party's notice is
                  given, give notice to the Indemnified Party of its election to assume the defense of such
                  Proceeding, the Indemnifying Party will be bound by any determination made in such Proceeding
                  or any compromise or settlement effected by the Indemnified Party.

(c)      Notwithstanding the foregoing, if an Indemnified Party determines in good faith that there is a
                  reasonable probability that a Proceeding may adversely affect it or its affiliates other than
                  as a result of monetary damages for which it would be entitled to indemnification hereunder,
                  the Indemnified Party may, by notice to the Indemnifying Party, assume the exclusive right to
                  defend, compromise, or settle such Proceeding, but the Indemnifying Party will not be bound by
                  any determination of a Proceeding so defended or any compromise or settlement effected without
                  its consent (which may not be unreasonably withheld).

11.04    A claim for indemnification for any matter not involving a third-party claim may be asserted by notice
         to the party from whom indemnification is sought.

11.05    Farmland shall provide ADM within thirty (30) days after Closing with an irrevocable bond, issued by an
insurance company reasonably acceptable to ADM and otherwise acceptable to ADM in form and substance, in an
amount of not less than _______________________________________ to secure
Farmland's indemnification obligations pursuant to Sections 11.01(c), (d), (e), (f), (g) and (i) (as it relates
to (c), (d), (e), (f) and (g)).  Such bond shall be renewable annually and Farmland shall renew such bond for up
to an additional four (4) terms of one year each, upon notice from ADM given not less than ten (10) business days
prior to expiration of the original term or any renewal term of such bond.  The insurance company issuing such
bond shall notify ADM not later than twenty (20) business days prior to its expiration whether or not the bond
has been irrevocably renewed for the next succeeding one year period and, in the event the bond is not so
renewed, ADM shall be immediately entitled to draw against such bond, unless Farmland obtains a substitute bond,
letter of credit or other security acceptable to ADM on or before ten (10) days prior to such expiration.
Beginning not less than ninety (90) days nor more than one hundred eighty (180) days prior to the expiration of
the final renewal term of such bond, the parties shall negotiate in good faith with respect to the need for
further renewal and, if needed, the amount of such bond.

ARTICLE XII: TERMINATION.
- -------------------------

12.01    Termination.  This Agreement may be terminated at any time prior to the Closing:
- ---------------------

(a)      by mutual consent of ADM and Farmland;

(b)      by either ADM or Farmland if the Closing has not occurred on or before May 31, 2001, provided that the
                  terminating Person is not then in default hereunder; and

(c)      by either of ADM or Farmland if any governmental entity has issued a final, non-appealable order, decree
                  or ruling permanently enjoining or prohibiting the consummation of the transactions
                  contemplated by this Agreement.

12.02    Procedure and Effect of Termination.  In the event of termination of this Agreement pursuant to Section
         ------------------------------------
12.01 hereof, written notice thereof shall promptly be given to all appropriate Persons and this Agreement will
terminate and the transactions contemplated hereby will be abandoned, without further action by either of ADM or
Farmland, and without additional liability on the part of either of them or their Affiliates, directors,
officers, shareholders, employees, contractors or agents, except for Sections 7.03, 10.01, 12.02 and 13.10, which
Sections will continue to bind ADM and Farmland as necessary to effectuate their purpose.  Nothing contained in
this Section 12.02 shall release either of ADM or Farmland from liability for any breach of this Agreement prior
to its termination.

ARTICLE XIII: MISCELLANEOUS.
- ----------------------------

13.01    Taxes and Other Governmental Charges.  ADM shall be responsible for any and all sales, excise, and use
         ------------------------------------
         taxes involving the sale or transfer of the Assets pursuant to this Agreement.

13.02    Announcements of Sale.  Neither party shall issue any public announcement, promotional material or
         ----------------------
         advertisement disclosing either the content of this Agreement or the fact that it was entered into
         without the prior written consent of the other party, which consent shall not be unreasonably withheld.

13.03    No Brokers or Finders.  Neither ADM nor Farmland has employed, or is subject to any valid claim of, any
         ----------------------
         agent, broker, finder or consultant in connection with the transactions contemplated by this Agreement.

13.04    Additional Instruments.  From time-to-time after Closing, either party shall, at the other party's
         -----------------------
         reasonable request and without further consideration, execute and deliver, or cause to be executed and
         delivered, such instruments of transfer, assumption, conveyance and assignment in addition to those
         delivered at the Closing and take such other action as such party may reasonably request in order more
         effectively to consummate the transactions contemplated herein.

13.05    Notices.  Any notices required or permitted hereunder shall be effective on the mailing thereof if
         --------
         placed in the U.S. mail, certified or registered mail, return receipt requested and deposited postage
         prepaid, addressed to:

                  ADM:                      ADM/Farmland, Inc.
                                            P. O. Box 1470
                                            Decatur, IL 62525
                                            Attention: President

                  with a copy to:           Archer-Daniels-Midland Company
                                            P. O. Box 1470
                                            Decatur, IL 62525
                                            Attention: General Counsel


                  Farmland:                 Farmland Industries, Inc.
                                            12200 North Ambassador Drive
                                            Kansas City, Missouri 64163

                                            Attention:   President
                  with a copy to:           Farmland Industries, Inc.
                                            12200 North Ambassador Drive
                                            Kansas City, Missouri 64163
                                            Attention:  General Counsel

         Either party may, from time-to-time, by notice so given to the other party in the manner prescribed
         herein change its address for further notices hereunder.

13.06    Section Headings.  The section headings contained in this Agreement are for reference purposes only and
         -----------------
         shall not affect in any way the meaning or interpretation of this Agreement.

13.07    Multiple Execution.  This Agreement may be executed in any number of multiple originals and each such
         -------------------
         original so executed shall have the same force and effect as an original instrument.

13.08    Invalidity.  If any one or more of the provisions contained in this Agreement shall for any reason be
         -----------
         held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
         unenforceability shall not affect the remaining provisions of this Agreement and this Agreement shall be
         construed as if such invalid, illegal and unenforceable provision or provisions had never been contained
         herein.

13.09    Construction.  This Agreement shall be construed, enforced and governed in accordance with the laws of
         -------------
         the State of Illinois, without giving effect to its conflicts of laws principles.

13.10    Expenses.  Except as otherwise set forth herein, each of the parties shall pay its respective expenses
         ---------
         in connection with this Agreement and the transactions contemplated hereby or incidental hereto.

13.11    Assignment.  This Agreement and the rights, duties, obligations and liabilities hereunder shall not be
         -----------
         assigned or otherwise transferred, directly or indirectly, by operation of law or otherwise, by either
         Farmland or ADM without the written consent of the other party; provided, however, that ADM may assign
         or transfer this Agreement to any Affiliate without such consent.  Farmland shall not fail to maintain
         its corporate existence, or dissolve, liquidate, merge or consolidate with or into any other Person or
         permit any other Person to merge or consolidate into it or enter into any transaction involving the
         disposition, directly or indirectly, of a majority of its capital stock or to sell all or substantially
         all of its assets, without the surviving Person in any such transaction or the Person succeeding to the
         assets of Farmland expressly assuming in writing or by operation of law the obligations and liabilities
         of Farmland hereunder and under each of the Transaction Documents.  For purposes of this Agreement, the
         term "Affiliate" means, with respect to a Person, another Person that controls, is controlled by or is
         under common control with, such Person and the term "control" shall mean the possession, directly or
         indirectly, of the power to elect a majority of the board of directors or other governing body or to
         direct or cause the direction of the management and policies of such entity, whether through the
         ownership of voting securities, by contract or otherwise.  Nothing herein shall restrict Farmland's
         ability to assign its rights hereunder for security purposes in connection with its financing
         arrangements.

13.12    Parties in Interest.  Subject to Section 13.11, all of the terms and provisions in this Agreement shall
         --------------------
         be binding upon, shall inure to the benefit of and shall be enforceable by and against ADM and Farmland
         and their approved successors and assigns.

13.13    Remedies.  Except as expressly limited herein, each party retains the right to enforce any and all other
         ---------
         remedies available to it in law or at equity.  The prevailing party in any action or suit to enforce the
         terms of this Agreement shall be entitled to recover its reasonable attorney's fees, court costs and
         litigation expenses.  Either party shall have the right to obtain injunctive relief to prevent a breach,
         threatened breach or further breach of Sections 10.01 or 13.02 by the other party hereto.

13.14    Survival of Representations and Warranties.   All representations, warranties, covenants and agreements
- ---------------------------------------------------
         of the parties contained in this Agreement, or in any other documents, instrument or other writing
         provided for in this Agreement, shall survive the Closing and be enforceable thereafter.

13.15    Bulk Transfer Laws.  ADM waives compliance by Farmland with any laws relating to bulk transfers and bulk
- ----------------------------
         sales applicable to the transactions contemplated herein.  Farmland shall indemnify and hold ADM
         harmless from and against any Losses and Proceedings arising out of or related to the failure of
         Farmland to comply with such bulk transfer and bulk sales laws.

13.16    Entire Agreement.  This Agreement, including the schedules and exhibits, constitutes the entire
- --------------------------
         agreement between the parties and supersedes all prior agreements and understandings between the parties
         relating to the purchase and sale of the Assets and all other provisions of this Agreement, and there
         are no agreements, understandings, restrictions, warranties or representations among the parties
         relating to the purchase and sale of the Assets and other provisions of this Agreement other than those
         set forth herein.

13.17    Dispute Resolution.  Except as otherwise set forth in this Agreement, any and all disputes,
- ---------------------------
         controversies and other matters between the parties to this Agreement, arising out of, or relating to
         this Agreement, or the breach thereof, shall be settled in the manner set forth in this Section 13.17.
         In the event the parties hereto are in dispute (each a "Disputing Party" and, together, the "Disputing
         Parties") with respect to any claims disputes, controversies and other matters between the parties to
         this Agreement, arising out of, or relating to this Agreement, or the breach thereof, the matter shall
         be referred to the Advisory Committee (as defined in the Lease), which shall use its best efforts to
         negotiate in good faith to resolve such claims, disputes, controversies or other matters in question.
         If the Disputing Parties are unable to resolve the dispute with thirty (30) days of its referral to the
         Advisory Committee, the Disputing Parties shall submit the dispute to final and binding arbitration in
         accordance with this Agreement and the following procedure:

         (a)      Any arbitration shall be conducted in accordance with the Commercial Rules of the American
                  Arbitration Association ("AAA") then in effect. Within thirty (30) days after service of a
                  demand for arbitration, the Disputing Parties shall attempt to agree upon a single arbitrator.
                  In the event the Disputing Parties cannot agree upon a single arbitrator, any party may request
                  the AAA to appoint an arbitrator in accordance with its rules, subject to the provisions
                  hereof; except that if the Disputing Parties fail to agree upon an arbitrator from the persons
                  named by the AAA or if for any reason the appointment cannot be made from the list submitted by
                  the AAA, a board of three arbitrators shall preside over the arbitration where each such party
                  shall be entitled to appoint an arbitrator and the third arbitrator shall be appointed by the
                  other two arbitrators.

         (b)      The arbitration proceeding shall be held in Chicago, Illinois.

         (c)      Each Disputing Party shall be responsible for all costs and expenses such Disputing Party may
                  have incurred in connection with an arbitration hereunder.  The expenses of the arbitrator(s)
                  shall be borne equally by the Disputing Parties unless the arbitrator(s) determine that one of
                  the Disputing Parties has not proceeded in good faith with respect to the matters submitted for
                  arbitration, in which case such party shall bear fully the expenses of arbitration.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed in duplicate as of the day and
year first above written.

                                                     FARMLAND INDUSTRIES, INC.

                                                     By: __________________________
                                                         Its ______________________


                                                     ADM/FARMLAND, INC.

                                                     By: __________________________
                                                     Its ______________________


Archer-Daniels-Midland Company hereby executes this Agreement solely for the purpose of agreeing to and
acknowledging its joint and several liability for the liabilities and obligations of ADM/Farmland, Inc. hereunder.

                                                     ARCHER-DANIELS-MIDLAND COMPANY

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

8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 4, 2001

FARMLAND INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

      Kansas                           2-60372                      44-0209330
  (State of Incorporation)        (Commission File Number)       (I.R.S. Employer Identification No.)



         12200 N. Ambassador Dr.
          Kansas City, Missouri                                     64163-1244
 (Address of principal executive offices)                           (Zip Code)



                                         816-713-7000
                     (Registrant's telephone number, including area code)



                                          Not Changed
                 (Former name or former address, if changed since last report)

ITEM 2. Acquisition or Disposition of Assets

Effective May 4, 2001, Farmland Industries and Archer Daniels Midland Co. (ADM) consummated the formation of a grain marketing relationship. Based on arms-length negotiations, ADM/Farmland Inc., a wholly-owned subsidiary of ADM, purchased grain inventories and Farmland Atwood, our wholly-owned grain trading subsidiary, from Farmland for approximately $154 million in cash and short-term receivables. ADM/Farmland will lease and operate Farmland’s grain elevators throughout the United States. The initial lease period is for five years, with options to continue the lease for up to an additional twenty years. ADM/Farmland’s annual rental payment will equal Farmland’s fixed cost of owning the elevators plus a 50% share of the earnings of ADM/Farmland.

ITEM 7. Financial Statements and Exhibits

The following pro forma condensed consolidated financial statements are presented to illustrate the effects of the sale of Farmland Atwood, a wholly-owned grain brokerage subsidiary, and the sale of certain grain inventories to ADM/Farmland (the “Disposition”) on the historical financial position and operating results of Farmland.

The following pro forma condensed consolidated balance sheet of Farmland at February 28, 2001 gives effect to the Disposition as if it had occurred on that date. The pro forma condensed consolidated statements of operations for the six months ended February 28, 2001 and for the year ended August 31, 2000 give effect to the Disposition as if it had occurred on September 1, 1999.

The pro forma condensed consolidated financial statements have been derived from, and should be read in conjunction with, Farmland’s historical consolidated financial statements, including the accompanying notes. Those financial statements are included in our Quarterly Report on Form 10-Q for the six months ended February 28, 2001 and our Annual Report on Form 10-K for the year ended August 31, 2000.

The pro forma condensed consolidated financial statements are presented only for informational purposes. As a result, the accompanying pro forma condensed consolidated financial statements are not necessarily indicative of the financial position or results of operations of Farmland that would have occurred had the Disposition been consummated as of the dates indicated. For the reasons stated above, the pro forma condensed consolidated financial statements are not necessarily indicative of the future financial condition or operating results of Farmland.

                                    FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES
                                  PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                                 February 28, 2001
                                                    (unaudited)



                                                      ASSETS

                                                                         February 28, 2001
                                                 ------------------------------------------------------------------
                                                 ------------------------------------------------------------------
                                                                              Pro Forma              Farmland
                                                       Farmland              Adjustment             Pro Forma
                                                         (a)                     (b)
                                                 ---------------------   --------------------   -------------------
                                                                      (Amounts in Thousands)

Current assets:
   Accounts receivable-trade..............        $        689,403       $     (13,413)(1) (3)     $      675,990
   Inventories............................               1,058,343            (178,945)(1) (3)            879,398
   Other current assets...................                 342,016             (24,143)(3)                317,873
                                                ---------------------  ----------------------   -------------------

Total current assets......................        $      2,089,762       $    (216,501)            $    1,873,261
                                                ---------------------  ----------------------   -------------------


Investments & long-term receivables.......        $        357,386       $        (181)(3)         $      357,205
                                                ---------------------  ----------------------   -------------------

Property, plant & equipment:
   Cost...................................        $      1,704,327       $        (797)(3)         $    1,703,530
   Accumulated depreciation...............                (920,396)                163(3)                (920,233)
                                                ---------------------  ----------------------   -------------------

Net property, plant& equipment...........        $        783,931       $        (634)            $      783,297
                                                ---------------------  ----------------------   -------------------

Other assets..............................        $        248,460       $     (17,150)(4)         $      231,310
                                                ---------------------  ----------------------   -------------------


Total assets..............................        $      3,479,539       $    (234,466)            $    3,245,073
                                                =====================  ======================   ===================




    See accompanying Notes to Pro Forma Condensed Consolidated Balance Sheet

                                             LIABILITIES AND EQUITIES




                                                       February 28, 2001
                                              ---------------------------------------------------------------

                                                                          Pro Forma              Farmland
                                                 Farmland                Adjustment             Pro Forma
                                                    (a)                      (b)
                                              ----------------     ------------------------   ---------------
                                                                  (Amounts in Thousands)
Current liabilities:
   Short-term notes payable.........        $       752,035         $     (146,582)(1) (2) ($)      605,453
   Accounts payable-trade...........                389,531                (58,017)(3)              331,514
   Other current liabilities........                612,704                (18,055)(2) (3) (5)      594,649
                                         ---------------------     ------------------------ -----------------

Total current liabilities...........        $     1,754,270         $     (222,654)         $     1,531,616
                                         ---------------------     ------------------------ -----------------



Long-term liabilities...............        $       803,076         $         (227)(3)      $       802,849
                                         ---------------------     ------------------------ -----------------




Total capital stock & equity........        $       922,193         $      (11,585)(3) (4).($)      910,608
                                         ---------------------     ------------------------ -----------------

Total liabilities and equity........        $     3,479,539         $     (234,466)         $     3,245,073
                                         =====================     ======================== =================





    See accompanying Notes to Pro Forma Condensed Consolidated Balance Sheet

FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(a)      Reflects Farmland's historical financial position at February 28, 2001.

(b)      Pro forma adjustments to record the Disposition as of February 28, 2001 reflect:

        1)       The sale of certain inventories to ADM, primarily for cash;

    2)       Prepaid rental income received in connection with the lease of our grain elevators;

    3)       The sale of Farmland Atwood Inc., primarily for cash;

    4)       Derecognition of certain intangible assets associated with our grain business;

    5)       Accrued severance costs.

                                    FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES

                             PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                    (UNAUDITED)


                                                                              Year Ended August 31, 2000
                                                              -------------------------------------------------------------

                                                                                      Pro Forma              Farmland
                                                                 Farmland             Adjustment            Pro Forma
                                                                    (a)                  (b)
                                                              ----------------    -------------------   -------------------
                                                                                 (Amounts in Thousands)

Sales..................................................     $      12,238,963      $      (1,888,578)   $     10,350,385
Cost of sales..........................................            11,767,482             (1,832,372)          9,935,110
                                                           -------------------    -------------------   -------------------

Gross income...........................................     $         471,481      $         (56,206)   $        415,275
                                                           -------------------    -------------------   -------------------

Selling, general& administrative expenses.............     $         476,808      $         (40,513)   $        436,295
                                                           -------------------    -------------------   -------------------

Other income (deductions):
  Interest expense, net................................     $         (99,991)     $          15,907    $        (84,084)
  Other, net...........................................                22,691                   (320)             22,371
                                                           -------------------    -------------------   -------------------

Total other income.....................................               (77,300)                15,587             (61,713)

Equity in net income of investees......................                56,891                      0              56,891

Minority interest in net (income)......................
  loss of subsidiaries.................................               (24,996)                     0             (24,996)
                                                           -------------------    -------------------   -------------------


Income (loss) before income taxes......................    $          (50,732)    $             (106)   $        (50,838)

Provision for income taxes.............................                21,482                     17              21,499
                                                           -------------------    -------------------   -------------------


Income (loss)..........................................     $         (29,250)     $             (89)   $        (29,339)
                                                           ===================    ===================   ===================





    See accompanying Notes to Pro Forma Condensed Consolidated Statement of Operations

                             PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                                    (UNAUDITED)


                                                                           Six Months Ended February 28, 2001
                                                              -------------------------------------------------------------

                                                                                      Pro Forma             Farmland
                                                                 Farmland             Adjustment            Pro Forma
                                                                    (a)                  (b)
                                                              ----------------    -------------------  --------------------
                                                                                 (Amounts in Thousands)

Sales..................................................     $      5,952,724       $      (1,056,374)   $     4,896,350
Cost of sales..........................................            5,730,092              (1,029,887)         4,700,205
                                                           -------------------    -------------------   -------------------


Gross income...........................................     $        222,632       $         (26,487)   $       196,145
                                                           -------------------    -------------------   -------------------


Selling, general & administrative expenses.............     $        193,500       $         (15,350)   $       178,150
                                                           -------------------    -------------------   -------------------


Other income (deductions):
  Interest expense, net................................     $        (60,865)      $           9,621    $       (51,244)
  Other, net...........................................               23,209                    (896)            22,313
                                                           -------------------    -------------------   -------------------


Total other income.....................................              (37,656)                  8,725            (28,931)

Equity in net income of investees......................                1,144                       0              1,144

Minority interest in net (income)
  loss of subsidiaries.................................               (9,090)                      0             (9,090)
                                                           -------------------    -------------------   -------------------

Income (loss) before income taxes......................    $         (16,470)     $           (2,412)   $       (18,882)

Provision for income taxes.............................                2,063                     397              2,460
                                                           -------------------    -------------------   -------------------


Income (loss) before cumulative
  effect of accounting change..........................     $        (14,407)      $          (2,015)   $       (16,422)
                                                           ===================    ===================   ===================





    See accompanying Notes to Pro Forma Condensed Consolidated Statement of Operations

FARMLAND INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO PRO FORMA CONDENSED CONSOLIDATED

STATEMENTS OF OPERATIONS

SIX MONTHS ENDED FEBRUARY 28, 2001 AND YEAR ENDED AUGUST 31, 2000

(a)      Reflects Farmland's  historical operating results for the six months ended  February 28, 2001  and for the
         year ended August 31, 2000.

(b)      Pro forma  adjustments to record the Disposition for the six months ended  February 28, 2001,  and for the
         year ended August 31, 2000 reflect the following directly identifiable items:

            1)      The effect of excluding sales, cost of sales,  selling,  general and administrative  expenses and interest
                    expense associated with the assets being sold or leased to ADM/Farmland;

      2)      The effect of excluding Farmland Atwood's operations; and

      3)      The effect of excluding from selling,  general and administrative  expenses the amortization of intangible
                    assets which will be derecognized from the balance sheet on completion of the disposition.

(c)      The  effect  on  other  income  resulting  from  our  contractual  interest  in  50% of  the  earnings  of
         ADM/Farmland cannot be determined at this time, and is not presented on the pro forma statements.

(d)      Based on information  currently available,  Management  estimates that the transactions  described in this
         filing will result in  nonrecurring  charges to  Farmland,  net of taxes,  of  approximately  $15 million,
         consisting  primarily of goodwill  related to Farmland  Atwood,  over the next twelve  months and have not
         been  considered in these pro forma  statements.  We anticipate  that most of these  nonrecurring  charges
         will be  recognized  during the third  quarter of the 2001 fiscal year.  Over the next twelve  months,  we
         will continue to evaluate the impact of the transaction, and the need for additional charges or credits.

Exhibits

2.A Purchase Agreement between Farmland Industries, Inc. and ADM/Farmland, Inc., dated May 4, 2001.

2.B Master Lease between Farmland Industries, Inc. and ADM/Farmland, Inc., and Archer Daniels Midland Company, dated May 4, 2001.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

May 21, 2001                                FARMLAND INDUSTRIES, INC.
      (Date)                                      (Registrant)




                       By:                 /s/ JOHN F. BERARDI

                                 ------------------------------------
                                           John F. Berardi
                                         Executive Vice President
                                        and Chief Financial Officer